AMENDMENT TO INTERMEDIARY AGREEMENTS
AND NEW INTERMEDIARY AGREEMENTS
THIS AMENDMENT AND AGREEMENT made this 16th day of November, 2010, and
effective as of the Effective Date (as defined below), by and among Allianz
Global Investors Distributors LLC (formerly known-as PIMCO Funds Distributors,
LLC) ("AGID"), PIMCO Investments LLC ("PI") and CUNA Brokerage Services, Inc.
("Intermediary").
WHEREAS, AGID has served as the principal underwriter for PIMCO Funds,
PIMCO Equity Series (each a "PIMCO Trust"), Allianz Funds and Allianz Funds
Multi-Strategy Trust (each an "Allianz Trust" and, together with the PIMCO
Trusts, the "Existing Trusts") pursuant to separate distribution agreements with
each Existing Trust;
WHEREAS, AGID has performed or procured the performance of various
distribution and marketing, shareholder servicing and/or other services for the
Existing Trusts and their individual series (each a "Fund") and classes of
Shares (each a "Class");
WHEREAS, Intermediary has provided distribution, shareholder servicing,
processing of transactions, administrative' recordkeeping and/or other services
for some or all of the Existing Trusts and their Funds and Classes of Shares
pursuant to one or more AGID Intermediary Agreements (as defined in Section II.A
below);
WHEREAS, as of the date of this Amendment and Agreement first written
above, PI either will in the future replace or has already replaced AGID as the
principal underwriter for each of the PIMCO Trusts by entering into a
distribution agreement with each PIMCO Trust that will take effect (or
previously took effect) immediately following the termination of the existing
distribution agreement between AGID and such PIMCO Trust, on the same date for
all PIMCO Trusts (the "Effective Date of Change of PIMCO Trusts' Distributor" as
used in this Amendment and Agreement shall mean the date as of which such
distribution agreements between PI and the PIMCO Trusts take or took effect, and
"Effective Date" as used in this Amendment and Agreement shall mean the date
that is the later of (i) the date of this Amendment and Agreement first written
above and (ii) the Effective Date of Change of PIMCO Trusts' Distributor);
WHEREAS, AGID, PI and Intermediary wish to enter into this Amendment and
Agreement for the purposes of (i) amending the existing AGID Intermediary
Agreements to eliminate the PIMCO Trusts from coverage under such Agreements and
(ii) establishing and entering into new Intermediary Agreements (each a "PI
Intermediary Agreement") between PI and Intermediary, each upon the same terms
and conditions (except as provided herein) specified in the corresponding AGID
Intermediary Agreement, except that such PI Intermediary Agreement will
initially cover only the PIMCO Trust(s) currently covered under the
corresponding AGID Intermediary Agreement, and PI will be party to each such
Agreement in place of AGID.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, AGID, PI and Intermediary hereby agree
as follows:
I. AMENDMENTS TO AGID INTERMEDIARY AGREEMENTS
A. With effect as of the Effective Date, each AGID Intermediary Agreement
is hereby amended to eliminate and remove all PIMCO Trusts from
coverage thereunder, such that Intermediary will no longer provide,
under each such AGID Intermediary Agreement, distribution, shareholder
servicing, processing of transactions, administrative, recordkeeping
and/or other services to the PIMCO Trusts or their Funds or Classes of
Shares specified in such AGID Intermediary Agreement. Accordingly, as
of the Effective Date, the definition of "Trust" as used in each AGID
Intermediary Agreement is hereby amended to exclude all PIMCO Trusts,
and the definition of "Fund" thereunder is hereby amended to exclude
any series of a PIMCO Trust. By their signatures below, AGID and
Intermediary hereby waive their respective rights to any
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advance notice, delivery or other requirements for amendments that are
called for under each AGID Intermediary Agreement (to the extent not
accomplished by the execution and delivery of this Amendment and
Agreement).
B. Notwithstanding the amendments described in Section I.A., AGID and
Intermediary shall continue to be responsible under each AGID
Intermediary Agreement for making or causing to be made any payments
or reimbursements of fees, charges and expenses (including, without
limitation, sales charges (including contingent deferred sales
charges), distribution and/or servicing fees, dealer discounts
(commissions) and other transaction fees and charges, and sub-
transfer agency and other sub-administration fees) to the other party
or to a third-party with respect to a PIMCO Trust and its Funds and
Classes of Shares and related transactions where such fees, charges or
expenses accrued and are payable with respect to periods ending prior
to the Effective Date; provided, however, that if the Effective Date
is after the Effective Date of Change of PIMCO Trusts' Distributor,
Intermediary agrees that any such payments owed by AGID with respect
to a PIMCO Trust may be made instead by PI in satisfaction of AGID's
obligations under an AGID Intermediary Agreement. It is understood and
agreed that any liability, indemnification or related obligations of
AGID or Intermediary for breach of contract or otherwise arising under
an AGID Intermediary Agreement with respect to alleged actions or
omissions that occurred prior to the Effective Date shall continue to
be the responsibility of AGID or Intermediary, as applicable. It is
further understood and agreed that any liability, indemnification or
related obligations of PI or Intermediary for breach of contract or
otherwise arising under a PI Intermediary Agreement with respect to
alleged actions or omissions that occur on or after the Effective Date
shall be the sole responsibility of PI or Intermediary, as applicable,
and not AGID.
C. It is understood and agreed that each AGID Intermediary Agreement
shall remain in full force and effect with respect to the Allianz
Trusts and their Funds and Classes of Shares for all purposes in
accordance with its terms, as amended as provided in Section I.A, on
and after the Effective Date.
II. ENTRY INTO PI INTERMEDIARY AGREEMENTS
A. With respect to each AGID Intermediary Agreement (for these purposes,
each a "Corresponding AGID Agreement"), each of PI and Intermediary by
their signatures below hereby enter into a separate PI Intermediary
Agreement, the terms and conditions of which shall be the terms and
conditions of the Corresponding AGID Agreement to the extent specified
in and subject to the remainder of this Section II.A and as otherwise
provided in this Amendment and Agreement. For these purposes, with
respect to each PI Intermediary Agreement established hereunder, its
Corresponding AGID Agreement is hereby incorporated by reference into
and made a part of this Amendment and Agreement. Each such PI
Intermediary Agreement shall be effective as of the Effective Date and
shall apply to cover each PIMCO Trust covered under the Corresponding
AGID Agreement.
B. With respect to each such PI Intermediary Agreement:
1. On and after the Effective Date, except as specifically provided
herein (including in Section II.B.2 as to the Trusts, Funds and
Classes of Shares covered under the PI Intermediary Agreement) or
the context clearly indicates otherwise, each of PI and
Intermediary hereby agrees to, and agrees to be bound by, all
terms and conditions specified in the Corresponding AGID Agreement
assuming PI is substituted for AGID as a party thereto, as such
terms and conditions are used and applied in the PI Intermediary
Agreement, such that PI shall under the PI Intermediary Agreement
be and have and/or be entitled to the responsibilities, duties,
obligations, rights and
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benefits of the "Distributor," "Underwriter," "we" or other
defined term used to define and refer to AGID under the
Corresponding AGID Agreement; and Intermediary shall under the PI
Intermediary Agreement have and/or be entitled to the
responsibilities, duties, obligations, rights and benefits it has
under the Corresponding AGID Agreement, but solely with PI as the
counterparty (in place of AGID) under the PI Intermediary
Agreement.
2. On and after the Effective Date, the PI Intermediary Agreement
shall cover and apply to each PIMCO Trust and each Fund and Class
of Shares of such PIMCO Trust currently covered under the
Corresponding AG3D Agreement and shall not, by way of
clarification, cover or apply to any Allianz Trust (or Fund or
Class of Shares of any Allianz Trust) covered under the
Corresponding AGID Agreement. Accordingly, the definition of
"Trust" as used in the PI Intermediary Agreement includes any
PIMCO Trust included within such definition under the
Corresponding AGID Agreement, and the definition of "Fund"
thereunder includes any series of such PIMCO Trust(s). The parties
understand and agree that Trusts, Funds and Classes of Shares for
which PI serves as principal underwriter may thereafter be added
to or removed from coverage under the PI Intermediary Agreement in
accordance with its terms.
3. Without limiting the generality of the foregoing, under the PI
Intermediary Agreement, each of PI and Intermediary hereby:
a. makes and agrees to all of the representations, warranties,
covenants and undertakings made or agreed to by AGID or
Intermediary, as applicable, under the Corresponding AGID
Agreement (assuming PI is a party thereto in place of AGID)
and represents and warrants that the same are or will be true
and binding as of the Effective Date and will continue in
full force and effect thereafter until further notice from
one party to the other, as applicable;
b. agrees to be responsible for and make or cause to be made, on
and after the Effective Date, all payments and reimbursements
of fees, charges and expenses (including, without limitation,
sales charges (including contingent deferred sales charges),
distribution and/or servicing fees, dealer discounts
(commissions) and other transaction fees and charges, and
sub-transfer agency or other sub-administration fees) to the
other party or to a third-party with respect to a PIMCO Trust
and its Funds and Classes of Shares covered by the PI
Intermediary Agreement where such fees, charges or expenses
accrue and become payable on and after the Effective Date
(including, without limitation, contingent deferred sales
charges payable with respect to Share redemptions that occur
after the Effective Date even if they relate to Shares sold
through AGID and Intermediary under the Corresponding AGID
Agreement prior to such Effective Date); and
c. agrees to observe and be bound in all respects by the
standard of care, liability, breach, indemnification,
governing law, and related provisions applicable to AGID or
Intermediary, as applicable, under the Corresponding AGID
Agreement (assuming PI is a party thereto in place of AGID)
but not, by way of clarification, with respect to alleged
actions or omissions of AGID or Intermediary that occurred
under the Corresponding AGID Agreement (which shall continue
to be governed by the Corresponding AGID Agreement and apply
to AGID or Intermediary, as applicable).
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C. Any notice to be provided to PI under the PI Intermediary Agreement
shall be provided to the address as shown below, and the applicable
notice provisions of the Corresponding AGID Agreement as incorporated
into the PI Intermediary Agreement are hereby revised accordingly:
PIMCO Investments LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
D. The parties understand and agree that the purpose and intent of this
Section II. and other applicable provisions of this Amendment and
Agreement are to establish a new PI Intermediary Agreement
corresponding to each current AGID Intermediary Agreement pursuant to
which PI will, on and after the Effective Date, assume the roles and
responsibilities of AGID with respect to transactions in and
distribution and servicing of Shares of the PIMCO Trusts and their
Funds and Classes of Shares upon (except as expressly provided herein)
the same terms and conditions as those that apply to AGID and
Intermediary under the current AGID Intermediary Agreement, and agree
to interpret and resolve any ambiguities or inconsistencies arising
from differences in language, terminology, definitions or other
features among the various AGID Intermediary Agreements, as they are
to be applied and interpreted as incorporated in the new PI
Intermediary Agreements, to be consistent with such purpose and
intent.
E. PI and Intermediary understand and agree that each PI Intermediary
Agreement established hereby, although so established pursuant to this
single instrument, shall be treated for all purposes as a separate
agreement from all other PI Intermediary Agreements, and the rights
and responsibilities of each party under a PI Intermediary Agreement
shall be several and not combined with or dependent or conditioned
upon the rights and responsibilities of the parties under any other PI
Intermediary Agreement.
F. The parties agree that if a Corresponding AGID Agreement specifies
that any duties or functions are to be performed thereunder with
respect to a PIMCO Trust by Allianz Global Investors Fund Management
LLC or its predecessors, such duties and functions shall be performed
by Pacific Investment Management Company LLC or its delegates under
the corresponding PI Intermediary Agreement, and the applicable terms
of such Corresponding AGID Agreement, as incorporated into such PI
Intermediary Agreement, are hereby revised accordingly.
III. CERTAIN DEFINITIONS
For purposes of this Amendment and Agreement, in addition to the
capitalized terms defined in the preamble or body hereof, the following
capitalized terms shall have the following meanings:
A. The term "AGID Intermediary Agreement" means and includes each and
every Broker-Dealer Agreement, Selected Dealer Agreement, Dealer
Agreement, Distribution Services Agreement, Selling Agreement,
Shareholder Servicing Agreement, Shareholder Information Agreement,
Networking Agreement and/or any other similar agreement(s) currently
in effect relating to the distribution, shareholder servicing,
processing of transactions, administrative, recordkeeping and/or other
services provided to or with respect to Shares of at least one of the
PIMCO Trusts, and may also relate to any of the other Existing
Trusts, and to which AGID and Intermediary or any of their respective
predecessors, successors or affiliates is a party, each as amended (or
amended and restated) to the date hereof. By way of clarification, an
AGID Intermediary
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Agreement does not include any agreement that covers only Allianz
Trusts and no PIMCO Trusts.
B. The term "Shares" means the interests of shareholders corresponding to
the securities of record issued by Funds of an Existing Trust.
IV. OTHER
A. This Amendment and Agreement may not be assigned or amended by any
party without the consent of the other parties. For the avoidance of
doubt, the particular assignment, amendment, termination and related
terms and conditions of each AGID Intermediary Agreement, and each new
PI Intermediary Agreement established pursuant to this Amendment and
Agreement, shall govern any future assignment, amendment or
termination of each such Agreement.
B. Any notice to be provided to Intermediary under a PI Intermediary
Agreement, an AGID Intermediary Agreement or any other agreement
entered into between Intermediary and AGID or its affiliates shall be
provided to the address identified on the signature page to this
Agreement, and the applicable notice provisions of these agreements
are hereby revised accordingly.
C. If and to the extent that (i) AGID comes into possession of non-public
shareholder or other information relating to a PIMCO Trust after the
Effective Date or (ii) PI comes into possession of non-public
shareholder or other information relating to the Allianz Trusts (for
instance, through the receipt of joint or common account statements),
each of AGID and PI, as applicable, agrees to take reasonable actions
to protect and maintain the confidentiality of such information and to
not disclose such information to third parties, except to the extent
required by applicable law or by regulatory authorities having
jurisdiction.
D. If and to the extent that this Amendment and Agreement is deemed to
constitute an assignment, novation or termination of an AGID
Intermediary Agreement, the parties by their signatures below hereby
consent, as applicable, to any such assignment, novation or
termination, waive their respective rights to any advance notice or
other requirements for the same that are called for under the AGID
Intermediary Agreement (to the extent not accomplished by the
execution and delivery of this Amendment and Agreement), and agree
that each AGID Intermediary Agreement, following any such assignment,
novation or termination, and each PI Intermediary Agreement, upon its
effectiveness as specified herein, is a newly effective and binding
agreement among the parties thereto.
E. Without limiting the scope of any privacy-related or similar agreement
or term in an AGID Intermediary Agreement, each party to each AGED
Intermediary Agreement and each party to each PI Intermediary
Agreement established hereby agrees to comply with all applicable laws
and regulations related to the collection, storage, handling,
processing and transfer of non-public personal information
("Applicable Laws"), including without limitation the Massachusetts
Standards for the Protection of Personal Information, 201 CMR 17.00,
et. seq., and to implement and maintain appropriate security measures
to protect the confidentiality, security and integrity of non-public
personal information in the manner provided for under and to the
extent required by all such Applicable Laws, (as applicable to PI on
and after the Effective Date).
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V. COUNTERPARTS
This Amendment and Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the undersigned has caused this Amendment and Agreement
to be executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
/s/ Xxxxxx Xxxxxx
---------------------------------
By: Xxxxxx Xxxxxx
Title: Managing Director
PIMCO INVESTMENT LLC
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Head of Business Management
CUNA BROKERAGE
SERVICES, INC.
/s/ Xxxxx X. Xxxx
---------------------------------
By: Xxxxx X. Xxxx
Title: President
Address and Related Information for Notices to Intermediary:
-----------------------------------------------------------
Address: 0000 Xxxxxxxx Xxx, Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: 000.000.0000
Facsimile: 866.204.7662
E-mail: xxxx.xxxxxx@xxxxxxxxxx.xxx
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