AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION CONTRACT
AMENDMENT TO
SECOND AMENDED AND RESTATED DISTRIBUTION CONTRACT
AMENDMENT dated February 13, 2018 to the Second Amended and Restated Distribution Contract (the “Contract”) entered into on February 13, 2017 by and between PIMCO Funds (the “Trust”) and PIMCO Investments LLC (the “Distributor”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract and amendment described herein.
WHEREAS, the Distributor serves as the distributor of shares of the Trust pursuant to the Contract; and
WHEREAS, the parties agree to amend the Contract to add Class I-3 shares, replace references to Class P shares with references to Class I-2 shares and make other ministerial edits.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract pursuant to the terms thereof, as follows:
| I. | Description of the Trust and Classes of Shares |
Section 1 of the Contract is deleted and replaced with the following:
Description of Trust and Classes of Shares. The Trust is an open-end investment company consisting of both publicly offered investment portfolios (each a “Fund” and collectively, the “Funds”) and privately offered investment portfolios (each a “Portfolio,” and collectively, the “Portfolios”), as listed on Schedule A hereto. Additional investment portfolios may be established in the future. This Contract shall pertain to all Funds and Portfolios listed on Schedule A (attached hereto), as amended from time to time, and to such additional investment portfolios as shall be designated in Supplements to this Contract, as further agreed between the Trust and the Distributor. A separate series of shares of beneficial interest in the Trust is offered to investors with respect to each Fund and Portfolio, and each Fund currently offers its shares with respect to up to ten classes: Class A shares, Class C shares, Class D shares, Class M shares, Class R shares, Class T shares, Institutional Class shares, Class I-2 shares, Class I-3 shares and Administrative Class shares. The Trust engages in the business of investing and reinvesting the assets of the Funds and Portfolios in the manner and in accordance with the investment objectives and restrictions specified in the Trust’s currently effective Prospectus or Prospectuses (including any summary prospectus(es)) and/or Offering Memoranda, and Statement(s) of Additional Information and/or Offering Memoranda Supplement(s), (together, the “Prospectus”) relating to Class A, Class C, Class D, Class M, Class R, Class T, Institutional Class, Class I-2, Class I-3 and Administrative Class shares of the Funds and the shares of the Portfolios, included in the Trust’s Registration Statement, as amended from time to time (the “Registration Statement”), as filed by the Trust under the Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the “1940 Act”) and the Securities Act of 1933, as amended (together with
the rules and regulations thereunder, the “1933 Act”), as applicable. Copies of the documents referred to in the preceding sentence have been furnished to the Distributor. Any amendments to those documents shall be furnished to the Distributor promptly. The Trust has adopted separate Distribution and Servicing Plans pursuant to Rule 12b-1 under the 1940 Act with respect to each of the Class A shares (“Class A Plan”), Class C shares (“Class C Plan”), Class D shares (“Class D Plan”), Class R shares (“Class R Plan”), Class T shares (“Class T Plan”) and Administrative Class shares (“Administrative Class Plan,” and together with the Class A Plan, Class C Plan, Class D Plan, Class R Plan and Class T Plan, the “Plans”).
| II. | Sale of Shares to Distributor and Sales by Distributor |
Section 3, paragraph 1 of the Contract is deleted and replaced with the following:
The Distributor will have the right, as agent, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares and Class T shares, and at net asset value in the case of Class C shares, Class D shares, Class M shares, Class R shares, Institutional Class shares, Class I-2 shares, Class I-3 shares and Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares and Class T shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class C shares, Class D shares, Class M shares, Class R shares, Institutional Class shares, Class I-2 shares, Class I-3 shares and Administrative Class shares, net asset value.
Section 3, paragraph 6 of the Contract is deleted and replaced with the following:
The Distributor agrees that shares of the Portfolios shall be distributed only in accordance with applicable exemptions of the 1933 Act, and methods consistent therewith. Prior to any investor’s purchase of Portfolio shares, except with respect to shares of the PIMCO Short-Term Floating NAV Portfolio III or PIMCO Short Asset Portfolio, the Distributor or its affiliate shall obtain from the investor a representation that the investor is an “accredited investor,” as defined in Regulation D under the 1933 Act, and either: (i) a “qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act; or (ii) a “qualified institutional buyer,” as defined in Rule 144A(a)(1) of the 1933 Act.
| III. | Fees |
The final paragraph of Section 5 of the Contract is deleted and replaced with the following:
The Distributor shall receive no compensation from the Trust for services as distributor of the Institutional Class, Class I-2, Class I-3 or Class M shares.
| IV. | Schedule A |
The Trust and the Distributor hereby agree to amend the Contract to make certain changes to Schedule A. Accordingly, the current Schedule A is replaced with the new Schedule A attached hereto.
| V. | Other |
Except as expressly provided herein, the Contract shall remain in full force and effect in accordance with its terms.
The parties represent and warrant that all of the representations, warranties and undertakings made in the Contract continue to be true as of the date of this Amendment and will continue in full force and effect until further notice.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.
| By: /s/ Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| PIMCO INVESTMENTS LLC | ||
| By: /s/ Xxxx Xxxxxxxxxx | ||
| Title: Managing Director | ||
SCHEDULE A
Second Amended and Restated Distribution Contract
between PIMCO Funds and
PIMCO Investments LLC
February 13, 2018
This contract relates to the following Funds and Portfolios:
Funds:
PIMCO All Asset All Authority Fund
PIMCO All Asset Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO Extended Duration Fund
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Global Advantage Strategy Bond Fund
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Multi-Asset Fund
PIMCO GNMA Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation Response Multi-Asset Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration ESG Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Income Fund
PIMCO Moderate Duration Fund
PIMCO Mortgage Opportunities Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Municipal Bond Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Preferred and Capital Securities Fund
PIMCO RAE Fundamental Advantage PLUS Fund
PIMCO RAE Fundamental PLUS EMG Fund
PIMCO RAE Low Volatility PLUS EMG Fund
PIMCO RAE Fundamental PLUS Fund
PIMCO RAE Fundamental PLUS International Fund
PIMCO RAE Fundamental PLUS Small Fund
PIMCO RAE Low Volatility PLUS Fund
PIMCO RAE Low Volatility PLUS International Fund
PIMCO RAE Worldwide Fundamental Advantage PLUS Fund
PIMCO RAE Worldwide Long/Short PLUS Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Limited Duration Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO REALPATH® 2020 Fund
PIMCO REALPATH® 2025 Fund
PIMCO REALPATH® 2030 Fund
PIMCO REALPATH® 2035 Fund
PIMCO REALPATH® 2040 Fund
PIMCO REALPATH® 2045 Fund
PIMCO REALPATH® 2050 Fund
PIMCO REALPATH® 2055 Fund
PIMCO REALPATH® Income Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® International Fund (U.S. Dollar-Hedged)
PIMCO StocksPLUS® International Fund (Unhedged)
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Short Fund
PIMCO StocksPLUS® Small Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return ESG Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund IV
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
Portfolios:
PIMCO Asset-Backed Securities Portfolio
PIMCO Emerging Markets Portfolio
PIMCO High Yield Portfolio
PIMCO International Portfolio
PIMCO Investment Grade Corporate Portfolio
PIMCO Long Duration Corporate Bond Portfolio
PIMCO Low Duration Portfolio
PIMCO Moderate Duration Portfolio
PIMCO Mortgage Portfolio
PIMCO Municipal Sector Portfolio
PIMCO Real Return Portfolio
PIMCO Senior Floating Rate Portfolio
PIMCO Short Asset Portfolio
PIMCO Short-Term Floating NAV Portfolio II
PIMCO Short-Term Floating NAV Portfolio III
PIMCO Short-Term Portfolio
PIMCO U.S. Government Sector Portfolio
