Form 485BPOS PIMCO ETF Trust

Schedule A

to

Second Amended and Restated Expense Limitation Agreement

Dated:       June 1, 2018

Revised:    May 20, 2022

 

Expense Limited Fund		End of Initial Term
PIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded Fund			October 31, 2019
PIMCO 1-5 Year U.S. TIPS Index Exchange-Traded Fund			October 31, 2019
PIMCO 15+ Year U.S. TIPS Index Exchange-Traded Fund			October 31, 2019
PIMCO 25+ Year Zero Coupon U.S. Treasury Index Exchange-Traded Fund			October 31, 2019
PIMCO Active Bond Exchange-Traded Fund			October 31, 2019
PIMCO Broad U.S. TIPS Index Exchange-Traded Fund			October 31, 2019
PIMCO Enhanced Low Duration Active Exchange-Traded Fund			October 31, 2019
PIMCO Enhanced Short Maturity Active Exchange-Traded Fund			October 31, 2019
PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund			October 31, 2021
PIMCO Government Limited Maturity Active Exchange-Traded Fund			October 31, 2019
PIMCO Intermediate Municipal Bond Active Exchange-Traded Fund			October 31, 2019
PIMCO Investment Grade Corporate Bond Index Exchange-Traded Fund			October 31, 2019
PIMCO Municipal Income Opportunities Active Exchange-Traded Fund			October 31, 2022
PIMCO Senior Loan Active Exchange-Traded Fund			October 31, 2023
PIMCO Prime Limited Maturity Active Exchange-Traded Fund			October 31, 2019
PIMCO Short Term Municipal Bond Active Exchange-Traded Fund			October 31, 2019

 

PIMCO ETF Trust				PACIFIC INVESTMENT MANAGEMENT         COMPANY LLC
By:				By:
Name:  Bijal Parikh				Name:  Peter Strelow
Title:  Treasurer				Title:   Managing Director

SUPPLEMENT TO

INVESTMENT MANAGEMENT AGREEMENT

PIMCO ETF Trust

650 Newport Center Drive

Newport Beach, California 92660

May 20, 2022

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

RE: PIMCO Senior Loan Active Exchange-Traded Fund (the “Fund”)

Dear Sirs and Madams:

As provided in the Investment Management Agreement between PIMCO ETF Trust (the “Trust”) and Pacific Investment Management Company LLC (“PIMCO”), dated April 24, 2009 (the “Agreement”), the parties may amend the Agreement to add additional series of the Trust, under the same terms and conditions as set forth in the Agreement, and at a fee rate set forth in Schedule A to the Agreement, as may be amended from time to time.

The Trust and PIMCO hereby agree to amend the Agreement as of the date hereof to add the Fund to Schedule A. The current Schedule A is replaced with the new Schedule A attached hereto.

This Supplement and the Agreement shall become effective with respect to the Fund on May 20, 2022 and shall continue in effect for a period not to exceed two years from the effective date of this Supplement and shall continue thereafter on an annual basis with respect to the Fund only so long as such continuance is specifically approved at least annually by (a) the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Fund, and (b) the vote, cast in accordance with the provisions of the 1940 Act and the rules and any applicable Securities and Exchange Commission guidance or relief thereunder at a meeting called for such purpose, of a majority of the Trust’s Trustees who are not parties to the Contract or “interested persons” (as defined in the 1940 Act) of any such party. This Supplement and the Contract shall terminate automatically in the event of its assignment (as defined in the 1940 Act). This Supplement and the Contract may be terminated with respect to the Fund at any time, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or by a vote of a majority of the Trust’s entire Board of Trustees on 60 days’ written notice to the Adviser or by the Adviser on 60 days’ written notice to the Trust.

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Schedule A

Schedule to Investment Management Agreement

PIMCO ETF Trust

As of May 20, 2022

Investment Management Fee Rates (%)

 

Fund		Fee#
PIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded Fund			0.55
PIMCO 1-5 Year U.S. TIPS Index Exchange-Traded Fund			0.20
PIMCO 15+ Year U.S. TIPS Index Exchange-Traded Fund			0.20
PIMCO 25+ Year Zero Coupon U.S. Treasury Index Exchange-Traded Fund			0.15
PIMCO Active Bond Exchange-Traded Fund			0.55
PIMCO Broad U.S. TIPS Index Exchange-Traded Fund			0.20
PIMCO Enhanced Low Duration Active Exchange-Traded Fund			0.46
PIMCO Enhanced Short Maturity Active Exchange-Traded Fund			0.35
PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund			0.36
PIMCO Government Limited Maturity Active Exchange-Traded Fund			0.25
PIMCO Intermediate Municipal Bond Active Exchange-Traded Fund			0.35
PIMCO Investment Grade Corporate Bond Index Exchange-Traded Fund			0.20
PIMCO Municipal Income Opportunities Active Exchange-Traded Fund			0.49
PIMCO Prime Limited Maturity Active Exchange-Traded Fund			0.25
PIMCO Senior Loan Active Exchange-Traded Fund			0.70
PIMCO Short Term Municipal Bond Active Exchange-Traded Fund			0.35

 

#

Each Fund may invest in shares of PIMCO Funds: Private Account Portfolio Series – PIMCO Short-Term Floating NAV Portfolio III and PIMCO Funds: Private Account Portfolio Series – PIMCO Short Asset Portfolio, each a series of PIMCO Funds (the “PAPS Central Funds”). The PAPS Central Funds are offered only to series of the Trust (each an “Investing Fund”) or other series of registered investment companies for which PIMCO serves as investment adviser. The PAPS Central Funds, and their wholly-owned subsidiaries (if any), do not pay an investment advisory fee to PIMCO. By investing in a PAPS Central Fund, each Investing Fund agrees that 0.005% of the fee that each Investing Fund is currently obligated to pay PIMCO, as indicated on this Schedule A, will be designated as compensation for the investment advisory services PIMCO provides to the applicable PAPS Central Fund, and its wholly-owned subsidiary (if any), under the investment management agreement with PIMCO.

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If the foregoing correctly sets forth the Agreement between the Trust and PIMCO, please so indicate by signing, dating and returning to the Trust the enclosed copy hereof.

 

ACCEPTED:

 

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:
Title:		Managing Director

 

PIMCO FUNDS, on behalf of its series PIMCO Funds: Private Account Portfolio Series – PIMCO Short-Term Floating NAV Portfolio III and PIMCO Funds: Private Account Portfolio Series – PIMCO Short Asset Portfolio
By:
Title:		Treasurer

SUPPLEMENT TO

DISTRIBUTION CONTRACT

PIMCO ETF Trust

650 Newport Center Drive

Newport Beach, California 92660

May 20, 2022

PIMCO Investments LLC

1633 Broadway

New York, NY 10019

Dear Sirs and Madams:

This will confirm the agreement between the undersigned (the “Trust”) and you (the “Distributor”) as follows:

1. The Trust is an open-end investment company organized as a Delaware statutory trust and consisting of such separate investment portfolios as have been or may be established by the Trustees of the Trust from time to time. A separate series of shares of beneficial interest in the Trust is offered to investors with respect to each investment portfolio. The PIMCO Senior Loan Active Exchange-Traded Fund (the “Fund”) is a separate investment portfolio of the Trust.

2. The Trust and the Distributor have entered into a Distribution Contract (the “Contract”) dated November 9, 2010, pursuant to which the Distributor has agreed to be the distributor of shares of the Trust on the Effective Date as that term is defined in the Contract.

3. As provided in paragraph 1 of the Contract, the Distributor hereby adopts the Contract with respect to the Fund and the Distributor hereby acknowledges that the Contract, as amended below, shall pertain to the Fund, the terms and conditions of such Contract being hereby incorporated herein by reference.

4. The Trust and the Distributor hereby agree to amend the Contract as of the date hereof to add the Fund to Schedule A. Accordingly, the current Schedule A is replaced with the new Schedule A attached hereto.

5. This Supplement and the Contract shall become effective with respect to the Fund on May 20, 2022 and shall continue in effect for a period not to exceed two years from the effective date of this Supplement and shall continue thereafter on an annual basis with respect to the Fund only so long as such continuance is specifically approved at least annually by (a) the Trust’s Board of Trustees or, with respect to the Fund, by the vote of a majority of the outstanding voting securities of the Fund, as applicable (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), and (b) by the vote, cast in accordance with the provisions of the 1940 Act and the rules and any applicable Securities and Exchange Commission guidance or relief thereunder at a meeting called for the purpose, of a majority of the Trust’s Trustees who are not parties to this Contract or “interested persons” (as defined in the 1940 Act) of any such party. This Contract and Supplement shall terminate automatically in the event of its assignment (as defined in the 1940 Act). This Contract and Supplement may, in any event, be terminated at

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any time without the payment of any penalty, by the Fund or the Distributor upon not more than 60 days’ and not less than 30 days’ written notice to the other party.

If the foregoing correctly sets forth the agreement between the Trust and the Distributor, please so indicate by signing and returning to the Trust the enclosed copy hereof.

 

ACCEPTED:

 

PIMCO INVESTMENTS LLC
By:
Title:		President

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SCHEDULE A

Distribution Contract

between PIMCO ETF Trust and

PIMCO Investments LLC

May 20, 2022

This contract relates to the following Funds:

PIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded Fund

PIMCO 1-5 Year U.S. TIPS Index Exchange-Traded Fund

PIMCO 15+ Year U.S. TIPS Index Exchange-Traded Fund

PIMCO 25+ Year Zero Coupon U.S. Treasury Index Exchange-Traded Fund

PIMCO Active Bond Exchange-Traded Fund

PIMCO Broad U.S. TIPS Index Exchange-Traded Fund

PIMCO Enhanced Low Duration Active Exchange-Traded Fund

PIMCO Enhanced Short Maturity Active Exchange-Traded Fund

PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund

PIMCO Government Limited Maturity Active Exchange-Traded Fund

PIMCO Intermediate Municipal Bond Active Exchange-Traded Fund

PIMCO Investment Grade Corporate Bond Index Exchange-Traded Fund

PIMCO Municipal Income Opportunities Active Exchange-Traded Fund

PIMCO Prime Limited Maturity Active Exchange-Traded Fund

PIMCO Senior Loan Active Exchange-Traded Fund

PIMCO Short Term Municipal Bond Active Exchange-Traded Fund

FEE WAIVER AGREEMENT

PIMCO ETF Trust

650 Newport Center Drive

Newport Beach, California 92660

May 20, 2022

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

Re: PIMCO Senior Loan Active Exchange-Traded Fund (the “Fund”)

Dear Sirs and Madams:

This will confirm the agreement between PIMCO ETF Trust (the “Trust”) on behalf of the Fund and Pacific Investment Management Company LLC (“PIMCO”) as follows:

1.    The Trust is an open-end investment company which may offer separate investment portfolios. This Agreement shall pertain to the Fund, a series of the Trust.

2.    Pursuant to an Investment Management Agreement dated April 24, 2009, as supplemented from time to time (the “Investment Management Agreement”), between the Trust and PIMCO, the Trust has retained PIMCO to provide the Trust with investment advisory services and to provide or procure supervisory, administrative and other services to the Trust and its shareholders. Pursuant to the Investment Management Agreement, the Fund pays to PIMCO a monthly management fee at an annual rate set forth in Schedule A to the Investment Management Agreement (the “Management Fee”).

3.    Pursuant to a Second Amended and Restated Expense Limitation Agreement dated June 1, 2018, as supplemented from time to time (the “Expense Limitation Agreement”), between the Trust and PIMCO, PIMCO has agreed to waive or reduce the Management Fee of the Fund or reimburse the Fund if the payment or accrual of organizational expenses attributable to the Fund, payment of the Fund’s pro rata share of expenses related to obtaining or maintaining a Legal Entity Identifier (“LEI”) and/or payment of the Fund’s pro rata share of the Trust’s Trustees’ fees (collectively, the “Organizational, LEI and Trustee Fee Expenses”) in any fiscal year exceeds 0.0049% of the Fund’s average net assets.

4.    PIMCO agrees that it shall waive the Fund’s Management Fee by 0.20% of the average daily net assets attributable to the Fund.

5.    If necessary, on or before the last day of the first month of the Fund’s fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the fees waived or reduced with respect to the previous fiscal year shall equal the amounts provided for in this Agreement.

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6.    In any month in which the Investment Management Agreement is in effect, PIMCO shall be entitled to reimbursement by the Fund of any portion of the Management Fees waived, reduced or reimbursed pursuant to this Agreement (the “Reimbursement Amount”) during the previous thirty-six months, provided that such amount paid to PIMCO will not: 1) together with any recoupment of Organizational, LEI and Trustee Fee Expenses pursuant to the Expense Limitation Agreement, exceed 0.0049% of the Fund’s average net assets; 2) exceed the total Reimbursement Amount; or 3) include any amounts previously reimbursed to PIMCO. The Reimbursement Amount will be reimbursed in the same manner as the reimbursement described in the Expense Limitation Agreement.

7.    This Agreement shall become effective on May 20, 2022 and shall have a term through October 31, 2023. In addition, this Agreement shall terminate upon termination of the Investment Management Agreement, or it may be terminated by the Trust, without payment of any penalty, upon ninety days’ prior written notice to PIMCO at its principal place of business.

8.    Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

9.    Any question of interpretation of any term or provision of this Agreement, including but not limited to the Management Fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Investment Management Agreement or the Investment Company Act of 1940 (the “1940 Act”), shall have the same meaning as and be resolved by reference to such Investment Management Agreement or the 1940 Act.

10.    If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected thereby.

11.    It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust relating to the Fund. This Agreement has been signed and delivered by an officer of the Trust, acting as such, and such execution and delivery by such officer shall not be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust relating to the Fund, as provided in the Trust’s Amended and Restated Declaration of Trust dated November 4, 2014, and as amended from time to time.

12.    This Agreement constitutes the entire agreement between the Trust on behalf of the Fund and PIMCO with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both the Trust and PIMCO.

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If the foregoing correctly sets forth the agreement between the Trust and PIMCO, please so indicate by signing and returning to the Trust the enclosed copy hereof.

 

ACCEPTED AND AGREED:

 

PACIFIC INVESTMENT MANAGEMENT COMPANY  LLC

By:
Name: Peter Strelow
Title: Managing Director

				1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com

Exhibit (i)

May 23, 2022

PIMCO ETF Trust

650 Newport Center Drive

Newport Beach, California 92660

Dear Ladies and Gentlemen:

We have acted as counsel for PIMCO ETF Trust (the “Trust”), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 474 to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) relating to the issuance and sale by the Trust of an indefinite number of authorized shares of beneficial interest under the Securities Act of 1933, as amended (the “1933 Act”), and under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the Trust’s Amended and Restated Declaration of Trust and its Amended and Restated By-Laws, each as amended to date.

Based upon the foregoing, we are of the opinion that the shares of beneficial interest of the Trust’s series proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Trust’s Registration Statement to be dated on or about May 23, 2022 and in any revised or amended versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

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