Form 485BPOS PIMCO Equity Series VIT

Form 485BPOS PIMCO Equity Series VIT

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April 29, 2022 6:32 AM EDT

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LOGO

September 26, 2017

State Street Bank and Trust Company

801 Pennsylvania

Kansas City, MO 64105

Attention: Brock Hill

Re: PIMCO Variable Insurance Trust Custody and Investment Accounting Agreement dated January 1, 2000

Ladies and Gentlemen:

Please be advised that the undersigned Trusts have established new portfolios as listed on the attached updated Appendix A to the PIMCO Variable Insurance Trust Custody and Investment Accounting Agreement dated January 1, 2000 by and among State Street Bank and Trust Company (“State Street”) and the Trusts (as amended, modified or supplemented from time to time, the “Agreement”).

In accordance with Section 10.B of the Agreement, the undersigned Trusts hereby request that State Street act as Custodian for the new portfolios under the terms of the Agreement. In connection with such request, the undersigned Trusts hereby confirm to State Street, as of the date hereof, its representations and warranties set forth in the Agreement. A current Appendix A to the agreement is attached hereto.

Please indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records.


Sincerely,

PIMCO VARIABLE INSURANCE TRUST PIMCO EQUITY SERIES VIT
By:
Name:		Henrik P. Larsen
Title:		Vice President, Duly Authorized


Agreed and Accepted:
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title:		___________________, Duly Authorized
Effective Date:		_________________, 20__

LOGO

Appendix A

Custody & Investment Accounting Agreement

Dated January 1, 2000

Amended August 23, 2017

List of Funds of PIMCO Variable Insurance Trust (PVIT)


Fund	PIMCO Account #	State Street Account #
PIMCO All Asset Portfolio	6880	8W1Y
PIMCO All Asset All Authority Portfolio	3484	8W2O
PIMCO Balanced Allocation Portfolio	6879	8W2L
PIMCO CommodityRealReturn^® Strategy Portfolio	6881	8W1X
PIMCO Emerging Markets Bond Portfolio	688	8W1S
PIMCO Foreign Bond Portfolio (U.S. Dollar-Hedged)	687	8W1F
PIMCO Foreign Bond Portfolio (Unhedged)	6877	8W2A
PIMCO Global Core Bond (Hedged) Portfolio	6865	8W2E
PIMCO Global Bond Portfolio (Unhedged)	2680	8W1G
PIMCO Global Diversified Allocation Portfolio	6855	8W3D
PIMCO Global Multi-Asset Managed Allocation Portfolio	6883	8W2B
PIMCO High Yield Portfolio	686	8W1H
PIMCO Income Portfolio	6834	8W1W
PIMCO Long-Term U.S. Government Portfolio	683	8W1N
PIMCO Low Duration Portfolio	685	8W1L
PIMCO Real Return Portfolio	691	8W1R
PIMCO Short-Term Portfolio	684	8W1J
PIMCO Total Return Portfolio	680	8W1A
PIMCO Unconstrained Bond Portfolio	6876	8W2F

List of Funds of PIMCO Equity Series VIT


Fund	PIMCO Account #	State Street Account #
PIMCO StocksPLUS^® Global Portfolio	4957	8WEA

SERVICES AGREEMENT

FOR ADMINISTRATIVE CLASS SHARES OF

PIMCO VARIABLE INSURANCE TRUST AND

PIMCO EQUITY SERIES VIT

This Agreement is made as of ___________, 20__ between PIMCO Investments LLC (“Distributor”) and [____________________] (“Authorized Firm”), a [____________________] life insurance company.

RECITALS

WHEREAS, PIMCO Variable Insurance Trust and PIMCO Equity Series VIT (each a “Trust” and together the “Trusts”) are each registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trusts issue shares of beneficial interest (“shares”) in separate series (“Portfolios”), with each Portfolio representing interests in a separate portfolio of securities and other assets;

WHEREAS, Distributor serves as the distributor of the Trusts’ shares;

WHEREAS, the Trusts issue shares of the Portfolios in separate classes of shares, one of which is designated the Administrative Class shares;

WHEREAS, certain beneficial owners of the Trusts’ shares (“investors”) may require administrative, recordkeeping, and other services, and the provision of such services to investors requiring these services may benefit such investors and facilitate their ability to invest in the Portfolios;

WHEREAS, each Trust has adopted a Services Plan (each, as amended and restated, a “Services Plan” and together the “Services Plans”) pursuant to which Distributor, on behalf of the applicable Trust and each Portfolio, may enter into agreements with insurance companies, registered investment advisers, registered broker-dealers, banks, trust companies, plan sponsors, recordkeepers and other persons or entities that agree to provide certain administrative, recordkeeping, and/or investor services to their clients, members or customers who purchase Administrative Class shares of such Trust’s Portfolio(s), directly or indirectly; and

WHEREAS, Distributor, on behalf of the Trusts and each Portfolio, desires that Authorized Firm provide, or arrange for the provision of, certain administrative, recordkeeping, and/or investor services with respect to Administrative Class shares of the Portfolios in accordance with the terms and conditions of this Agreement set forth below.

W I T N E S S E T H:

Distributor and Authorized Firm agree as follows:

1. Appointment. Distributor, on behalf of the Trusts and each Portfolio, hereby authorizes Authorized Firm to provide certain administrative, recordkeeping and/or investor services to investors in the Portfolios that are the clients, members, or customers of Authorized Firm. The appointment of Authorized Firm hereunder is non-exclusive, and Authorized Firm recognizes and agrees that, from time to time, Distributor and/or the Trusts (or their agents or affiliates) may enter into other agreements with Authorized Firm or other financial intermediaries with respect to the provision of administrative, recordkeeping, investor and/or other services.

2. Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

3. Orders and Settlement. Orders submitted by Authorized Firm on behalf of investors shall be accepted or rejected by the applicable Trust (or its agent) in the manner disclosed in the Prospectus, or as otherwise agreed to by the parties. Without limitation of the foregoing, the parties agree that Authorized Firm’s handling of orders and the settlement of the same are subject to the terms and conditions of the participation agreement dated [_____________] by and among the applicable Trust(s), Authorized Firm and others.

4. Compliance with Laws. Authorized Firm agrees that:

(a) in performing its duties under this Agreement, Authorized Firm will abide by all applicable laws, rules and regulations, including, without limitation, federal and state securities laws and regulations, state insurance laws and regulations, and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and

(b) the arrangements provided for in this Agreement, including the compensation arrangements provided for in this Agreement, will be timely disclosed, to the extent necessary or appropriate, by Authorized Firm to investors.

5. Sales Materials. No person is authorized to make any representations concerning shares of the Portfolios except those contained in the then current Prospectus and printed information issued by the applicable Trust or Distributor as explanatory materials and/or information supplemental to each Prospectus. Distributor shall supply or cause to be supplied Prospectuses, reasonable quantities of supplemental sales literature, explanatory materials and additional information as issued. Authorized Firm agrees not to use any other advertising or sales material relating to the Portfolios unless approved in writing by Distributor in advance of such use. Authorized Firm shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements. Authorized Firm agrees to indemnify the Portfolios, the Trusts and Distributor for any loss, injury, damage, expense or liability arising from or based upon any alleged or untrue statement or representations made by Authorized Firm other than statements contained in the Prospectus or sales literature authorized by the applicable Trust or Distributor. This section shall survive termination of this Agreement.

6. Compensation. In consideration of Authorized Firm’s provision of the services as described in this Agreement, Distributor agrees, subject to the limitations of applicable law and regulations, including rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), to pay Authorized Firm fees (“Service Fees”) at an annual rate of 0.15% (or such other amount as described in the Prospectus for Administrative Class shares of a Portfolio) of the average of the aggregate net asset value of outstanding Administrative Class shares of a Portfolio serviced by Authorized Firm, measured on each calendar day during each month. Authorized Firm may, in turn, pay any or all of these fees to service providers with whom it has entered into service agreements, with no recourse to or liability on the part of Distributor, the Trusts or any Portfolio. Distributor shall calculate and pay (or cause the Fund to pay) such compensation payable with respect to the Shares, if any, within 30 days of the end of the applicable quarter. The parties acknowledge and agree that the Service Fees shall be paid with respect to a Portfolio only so long as this Agreement and the applicable Services Plan are in effect with respect to such Portfolio. [After the end of each quarter, Authorized Firm shall prepare and deliver an invoice, along with supporting data, including but not limited to sales, assets and any exclusions set forth in this Agreement sufficient to substantiate the amounts invoiced for applicable funds and share classes, to Distributor for the applicable portion of the fees due hereunder computed on the basis set forth above, and Distributor shall pay such invoiced amount, unless disputed in good faith, within 60 days following the receipt of the invoice. If an invoice is not received by Distributor within six (6) months after the end of a quarter, the fees otherwise due and owing pursuant to this

Supplement for such quarter shall be deemed forfeited and no longer due and owing. Invoices shall be sent to:

PIMCO Investments LLC

Attn: Intermediary Payments

P.O. Box 7530

Newport Beach, CA 92658

If by email: ]

The fee rate with respect to any Portfolio may be prospectively increased or decreased by Distributor, in its sole discretion, at any time upon notice to Authorized Firm.

In addition, Authorized Firm will furnish to Distributor, the Trusts and/or their designees such information as Distributor, the Trusts and/or their designees may reasonably request (including, without limitation, periodic certifications confirming the rendering of services with respect to shares of the Portfolios as described herein), and will otherwise cooperate with the Trusts, Distributor and the designees of either (including, without limitation, any auditors designated by a Trust), in the preparation of reports to a Trust’s Board of Trustees concerning this Agreement and the monies paid or payable by Distributor pursuant hereto, as well as any other reports or filings that may be required by law.

7. Representations. Authorized Firm represents and warrants that:

(a) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement;

(b) the performance of the duties and obligations and provision of services by Authorized Firm as described in this Agreement and the receipt of Service Fees as provided in this Agreement will not violate ERISA, the Internal Revenue Code of 1986, as amended, or federal or state securities laws; and

(c) entering into this Agreement and performing its duties and obligations hereunder will not breach or otherwise impair any other agreement or understanding it has with any other person, corporation, or other entity.

8. Term and Termination.

This Agreement is entered into by Distributor in accordance with the terms of the applicable Services Plan(s). Accordingly, unless sooner terminated by either party upon thirty (30) days’ written notice to the other party or otherwise in accordance with the terms of this Section 8, this Agreement will continue in effect until one year from the date hereof and thereafter for successive annual periods, provided that such continuance is specifically approved at least annually by votes of a majority of both (i) the Board of Trustees of the applicable Trust(s) and (ii) those Trustees of the applicable Trust(s) who

are not “interested persons” (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the applicable Services Plan(s) or any agreements related to it (“Plan Trustees”), cast in person at a meeting called for the purpose of voting on the applicable Services Plan(s) and such related agreements.

This Agreement may be terminated, with respect to a Portfolio, at any time without the payment of any penalty, by vote of a majority of the applicable Plan Trustees or by vote of a majority of a Portfolio’s Administrative Class shares, on thirty (30) days’ written notice. Notice of termination (or non-renewal) of the applicable Services Plan(s) by the applicable Plan Trustees to Distributor shall constitute a notice of termination of this Agreement with respect to the applicable Trust(s) and Distributor shall notify Authorized Firm of such action. Termination (or non-renewal) of one Trust’s Services Plan shall not result in termination of this Agreement with respect to the other Trust.

This Agreement shall terminate automatically in the event of its assignment, as defined in the 1940 Act, or upon Authorized Firm violating any anti-money laundering, sanctions, or anti-bribery or corruption laws or engaging in any other unlawful conduct referenced in Section 11.

9. Governing Law; FINRA Arbitration. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York applicable to agreements fully executed and to be performed therein, without regard to its conflicts of law rules. If a dispute arises between parties hereto that are members of FINRA, and such parties are unable to resolve the dispute between themselves, it shall be settled by arbitration to the extent required by and in accordance with the then existing FINRA Code of Arbitration Procedure.

10. Exculpation; Indemnification.

(a) Distributor shall not be liable to Authorized Firm and Authorized Firm shall not be liable to Distributor except for acts or failures to act which constitute lack of good faith or gross negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by Distributor or by Authorized Firm of compliance with any applicable federal or state law, rule, or regulation and the rules and regulations promulgated by FINRA.

(b) Authorized Firm will indemnify Distributor and the Trusts and hold each harmless from any claims or assertions relating to the lawfulness of Authorized Firm’s participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons serving as officers or employees of Authorized Firm and performed in connection with the discharge of its responsibilities under this Agreement. If any such claims are asserted, the Distributor and each Trust shall have the right to manage its own defense, including the selection and engagement of legal counsel of its choosing, and all reasonable costs of such defense shall be borne by Authorized Firm. This paragraph shall survive termination of this Agreement.

11. Anti-Money Laundering; Sanctions; Anti-Corruption.

(a) Authorized Firm represents and warrants that it has implemented, and agrees to maintain an anti-money laundering program, including a customer due diligence program, reasonably designed to comply with all applicable anti-money laundering laws, including but not limited to the Bank Secrecy Act of 1970 (“BSA”), as amended by the USA PATRIOT Act of 2001, and the Money Laundering Control Act of 1986, each as amended from time to time, and any rules adopted thereunder by the Financial Crimes Enforcement Network, and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Authorized Firm conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). Authorized Firm further represents and warrants that its anti-money laundering program includes written policies, a designated anti-money laundering Compliance Officer, ongoing training for employees, an independent audit to test the implementation of the program, a customer identification program, and risk-based procedures for conducting ongoing customer due diligence, to include, but not be limited to: (i) understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile; and (ii) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information. Authorized Firm further represents and warrants that: (i) its anti-money laundering program shall be applied to its customers that purchase Shares of a Fund, consistent with its written procedures; (ii) it will cooperate with the Distributor and deliver information reasonably requested by the Distributor concerning shareholders that purchased Shares of the Fund sold by Authorized Firm necessary for the Distributor or the Fund to comply with the BSA; (iii) it will notify the Distributor, in writing, if it is found, by its compliance officer, an independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the BSA, any regulation implementing the BSA, or its anti-money laundering program; and (iv) Authorized Firm will promptly notify Distributor or a Fund if Authorized Firm concludes that any shareholder has engaged in illegal or other conduct that warrants remedial account actions, such as freezing or closure of the shareholder’s account with Authorized Firm, and Authorized Firm will thereafter cooperate in good faith to provide such information as Distributor requires to satisfy its own anti-money laundering obligations.

(b) Authorized Firm represents and warrants that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or any other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, Authorized Firm represents and warrants that it has complied with Sanctions in all material respects and has policies, procedures, and internal controls which are reasonably designed to ensure compliance with Sanctions. Authorized Firm and its officers, directors, employees and other representatives will not, in violation of Sanctions, engage in any activities that directly or indirectly involve any Person, country, or territory that is subject to Sanctions. Authorized Firm acknowledges its ongoing and continuing obligations to

comply with the applicable Sanctions. Authorized Firm will provide reasonable assistance to Distributor and the Funds in connection with their respective obligations under the applicable Sanctions. Authorized Firm will promptly disclose to Distributor or a Fund if Authorized Firm becomes aware that any shareholder is subject to Sanctions or of any other activity related to this Agreement in breach of this provision, and Distributor may terminate this Agreement with immediate effect in the event of such breach.

(c) Authorized Firm represents, warrants, and covenants that (i) it and its officers, directors, employees, agents and other representatives (together with Authorized Firm, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) it shall create and maintain accurate books and financial records in connection with the services performed under this Agreement. Authorized Firm shall promptly notify Distributor if a Relevant Person becomes aware of any breach of this provision, and Distributor may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

12. Privacy. Authorized Firm represents and warrants that it shall comply with any applicable privacy provisions of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., as may be amended from time to time, and any regulations adopted thereto, including Regulation S-P of the Securities and Exchange Commission, as well as with any other applicable federal or state privacy laws and regulations, including but not limited to (as applicable) the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq. Authorized Firm shall implement and maintain appropriate security measures for personal information in accordance with applicable laws, rules and regulations. Authorized Firm agrees that any “Non-Public Personal Information,” as the term is defined in Regulation S-P, that may be disclosed hereunder is disclosed for the specific purpose of permitting the Authorized Firm to perform the services set forth in this Agreement. Authorized Firm acknowledges that, with respect to such information, it will comply with Regulation S-P and that it will not disclose any Non-Public Personal Information received in connection with this Agreement to any other person, except: (i) to the extent required to carry out the services set forth in this Agreement; (ii) as otherwise required or permitted by law or regulation; or (iii) as requested by any regulatory body or governmental agency or body having jurisdiction over Authorized Firm.

13. Business Continuity. Authorized Firm shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an

interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. Authorized Firm shall maintain a log of all business continuity events. In the event that a material business continuity event occurs, Authorized Firm shall advise the Distributor promptly of such event and the steps proposed in order to minimize any interruption to its services hereunder.

14. Records. Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein. A party hereto may request of another party, and the requested party shall provide as reasonable, copies of all the historical records relating to transactions contemplated herein, written communications regarding the Funds to or from investors, and other materials reasonably related to transactions contemplated herein. In addition, Company shall provide representatives of Distributor and each Trust with reasonable access to its personnel and its records to: (i) enable them to monitor the quality of services being provided by Company pursuant to this Agreement and Company’s compliance with this Agreement and applicable law, rule and regulation and (ii) verify amounts payable or owed under this or any related Agreement. The parties shall cooperate in good faith in providing records to one another.

15. Notices. Each notice required by this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service or sent by facsimile to the party’s address identified on the signature page to this Agreement or such other address as each party may by written notice provide to the other. A notice given pursuant to this section shall be deemed to have been given immediately when delivered personally or by facsimile, three (3) days after the date of certified mailing, and one (1) day after delivery by overnight courier service.

16. Complete Agreement. This Agreement contains the full and complete understanding of the parties and supersedes all prior representations, promises, statements, arrangements, agreements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied.

17. Amendment. This Agreement may be modified or amended, and the terms of this Agreement may be waived, only in writing with the consent of both parties. In this regard, this Agreement may be amended by Distributor (but not by Authorized Firm) at any time by mailing a copy of a written amendment to Authorized Firm at the address shown below. In the absence of written objection to such amendment, continued performance by Authorized Firm under this Agreement shall constitute Authorized Firm’s consent to such written amendment.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the date and year first written above.

PIMCO Investments LLC


By:		Address for Notices:
	Name:	PIMCO Investments LLC
	Title:	Attn: Chief Legal Officer
		1633 Broadway, 45^th Floor
		New York, NY 10019

[Insert Authorized Firm Name]

By:		Address for Notices:
	Name:
	Title:

PIMCO SERVICES AGREEMENT

FOR ADVISOR CLASS SHARES

OF PIMCO VARIABLE INSURANCE TRUST AND PIMCO EQUITY SERIES VIT

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”) and [Insurance Company name], a ______life insurance company (the “Company”) are effective as of ___________, 20__.

WHEREAS, the Company, PIMCO Investments LLC, PIMCO Variable Insurance Trust (“PVIT”) and PIMCO Equity Series VIT (“PESVIT”) (each of PVIT and PESVIT is referred to individually as a “Trust” and together as the “Trusts”) have entered into a Fund Participation Agreement dated ________, as may be amended from time to time (the “Participation Agreement”), pursuant to which the Company, on behalf of certain of its separate accounts (the “Separate Accounts”), purchases Advisor Class shares (“Shares”) of certain Portfolios of the Trusts (“Portfolios”) to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts (“Variable Contracts”) offered by the Company, which Portfolios may be one of several investment options available under the Variable Contracts; and

WHEREAS, PIMCO recognizes that it will derive substantial savings in administrative expenses by virtue of having a sole shareholder rather than multiple shareholders in connection with each Separate Account’s investments in the Portfolios, and that in the course of soliciting applications for Variable Contracts issued by the Company and in servicing owners of such Variable Contracts, the Company will provide information about the Trusts and their Portfolios from time to time, answer questions concerning the Trusts and their Portfolios, including questions respecting Variable Contract owners’ interests in one or more Portfolios, and provide services with respect to investments in the Portfolios; and

WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing written and oral information and services regarding the Trusts to Variable Contract owners; and

WHEREAS, the following represents the collective intention and understanding of the fee agreement between PIMCO and the Company.

NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as follows:

1. Services. The Company and/or its affiliates agree to provide services (“Services”) to owners of Variable Contracts, which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or PIMCO as may be reasonably requested. Company shall

not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.

2. Compensation. In consideration of the Services, PIMCO agrees to pay to the Company a fee at an annual rate equal to ____( ) basis points (__%) of the average daily value of the Shares held in the Separate Accounts. For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts’ aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each calendar day during the calendar month, and dividing by the total number of calendar days during such month. PIMCO shall calculate and pay (or cause the Fund to pay) such compensation payable with respect to the Shares, if any, within 30 days of the end of the applicable quarter. Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company. [After the end of each quarter, Company shall prepare and deliver an invoice, along with supporting data, including but not limited to sales, assets and any exclusions set forth in this Agreement sufficient to substantiate the amounts invoiced for applicable funds and share classes, to PIMCO for the applicable portion of the fees due hereunder computed on the basis set forth above, and PIMCO shall pay such invoiced amount, unless disputed in good faith, within 60 days following the receipt of the invoice. If an invoice is not received by Company within six (6) months after the end of a quarter, the fees otherwise due and owing pursuant to this Supplement for such quarter shall be deemed forfeited and no longer due and owing. Invoices shall be sent to:

PIMCO Investments LLC

Attn: Intermediary Payments

P.O. Box 7530

Newport Beach, CA 92658

If by email: ]

3. Compliance with Laws. The Company agrees that:

(a) in performing its duties under this Services Agreement, the Company will abide by all applicable laws, including, without limitation, federal and state securities laws and regulations, state insurance laws and regulations, and the Employee Retirement Income Security Act of 1974; and

(b) the arrangements provided for in this Services Agreement, including the compensation arrangements provided for in this Services Agreement, will be timely disclosed, to the extent necessary or appropriate, to Variable Contract owners.

4. Anti-Money Laundering.

- 2 -

2001, and the Money Laundering Control Act of 1986, each as amended from time to time, and any rules adopted thereunder by the Financial Crimes Enforcement Network, and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Company conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). Company further represents and warrants that its anti-money laundering program includes written policies, a designated anti-money laundering compliance officer, ongoing training for employees, an independent audit to test the implementation of the program, a customer identification program, and risk-based procedures for conducting ongoing customer due diligence, to include, but not be limited to: (i) understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile; and (ii) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information. Company further represents and warrants that: (i) its anti-money laundering program shall be applied to its customers that purchase Shares of a Fund, consistent with its written procedures; (ii) it will cooperate with PIMCO and deliver information reasonably requested by PIMCO concerning shareholders that purchased Shares of the Fund sold by Company necessary for PIMCO or the Fund to comply with the BSA; (iii) it will notify PIMCO, in writing, if it is found, by its compliance officer, an independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the BSA, any regulation implementing the BSA, or its anti-money laundering program; and (iv) Company will promptly notify PIMCO or a Fund if Company concludes that any shareholder has engaged in illegal or other conduct that warrants remedial account actions, such as freezing or closure of the shareholder’s account with Company, and Company will thereafter cooperate in good faith to provide such information as PIMCO requires to satisfy its own anti-money laundering obligations.

(b) Company represents and warrants that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or any other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, Company represents and warrants that it has complied with Sanctions in all material respects and has policies, procedures, and internal controls which are reasonably designed to ensure compliance with Sanctions. Company and its officers, directors, employees and other representatives will not, in violation of Sanctions, engage in any activities that directly or indirectly involve any Person, country, or territory that is subject to Sanctions. Company acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions. Company will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions. Company will promptly disclose to PIMCO or a Fund if Company becomes aware that any shareholder is subject to Sanctions or of any other activity related to this Agreement in breach of this provision, and PIMCO may terminate this Agreement with immediate effect in the event of such breach.

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(c) Company represents, warrants, and covenants that (i) it and its officers, directors, employees, agents and other representatives (together with Company, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) it shall create and maintain accurate books and financial records in connection with the services performed under this Agreement. Company shall promptly notify PIMCO if a Relevant Person becomes aware of any breach of this provision, and PIMCO may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

5. Term. This Services Agreement shall remain in full force and effect for an initial term of one year, and shall automatically renew for successive one year periods. This Services Agreement may be terminated by either party hereto upon 30 days written notice to the other. This Services Agreement shall terminate automatically: (i) upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement or upon assignment of the Participation Agreement by either the Company or PIMCO; (ii) with respect to a Trust, upon the redemption of all Shares of such Trust held in the Separate Accounts; (iii) as to a Portfolio, upon termination of the investment advisory agreement between the applicable Trust, on behalf of such Portfolio, and PIMCO; and (iv) upon Company violating any anti-money laundering, Sanctions, or anti-bribery or corruption laws or engaging in any other unlawful conduct referenced in Section 4. Termination of this Services Agreement with respect to a Trust or Portfolio pursuant to section 5(ii) or (iii) above shall not result in termination with respect to the other Trust or Portfolios, as applicable.

6. Amendment. This Services Agreement may be amended only in writing with the consent of both parties. In this regard, this Services Agreement may be amended by PIMCO (but not by the Company) at any time by mailing a copy of a written amendment to the Company. In the absence of written objection to such amendment, continued performance by the Company under this Services Agreement shall constitute Company’s consent to such written amendment.

7. Business Continuity. Company shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. Company shall maintain a log of all business continuity events. In the event that a material business continuity event occurs,

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Company shall advise PIMCO promptly of such event and the steps proposed in order to minimize any interruption to its services hereunder.

8. Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein. A party hereto may request of another party, and the requested party shall provide as reasonable, copies of all the historical records relating to transactions contemplated herein, written communications regarding the Funds to or from owners of Variable Contracts, and other materials reasonably related to transactions contemplated herein. In addition, Company shall provide representatives of PIMCO and each Trust with reasonable access to its personnel and its records to: (i) enable them to monitor the quality of services being provided by Company pursuant to this Agreement and Company’s compliance with this Agreement and applicable law, rule and regulation and (ii) verify amounts payable or owed under this or any related Agreement. The parties shall cooperate in good faith in providing records to one another.

9. Effect on Other Terms, Obligations and Covenants. Nothing herein shall amend, modify or supersede any contractual terms, obligations or covenants among or between any of the Company, PIMCO or any Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement.

In witness whereof, the parties have caused their duly authorized officers to execute this Services Agreement.


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC


By:
Title:
Date:

[INSURANCE COMPANY NAME]


By:
Title:
Date:

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PIMCO SERVICES AGREEMENT

FOR INSTITUTIONAL CLASS SHARES

OF PIMCO VARIABLE INSURANCE TRUST AND PIMCO EQUITY SERIES VIT

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”) and ______________________ (the “Company”) are effective as of ___________, 20__.

WHEREAS, the Company, PIMCO Investments LLC, PIMCO Variable Insurance Trust (“PVIT”) and PIMCO Equity Series VIT (“PESVIT”) (each of PVIT and PESVIT is referred to individually as a “Trust” and together as the “Trusts”) have entered into a Fund Participation Agreement dated ____________, as may be amended from time to time (the “Participation Agreement”), pursuant to which the Company, on behalf of certain of its separate accounts (the “Separate Accounts”), purchases Institutional Class shares (“Shares”) of certain Portfolios of the Trusts (“Portfolios”) to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts (“Variable Contracts”) offered by the Company, which Portfolios may be one of several investment options available under the Variable Contracts; and

WHEREAS, PIMCO recognizes that it will derive substantial savings in administrative expenses by virtue of having a sole shareholder rather than multiple shareholders in connection with each Separate Account’s investments in the Portfolios, and that in the course of soliciting applications for Variable Contracts issued by the Company and in servicing owners of such Variable Contracts, the Company will provide information about the Trusts and their Portfolios from time to time, answer questions concerning the Trusts and their Portfolios, including questions respecting Variable Contract owners’ interests in one or more Portfolios, and provide services with respect to investments in the Portfolios; and

WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing written and oral information and services regarding the Trusts to Variable Contract owners; and

WHEREAS, the following represents the collective intention and understanding of the fee agreement between PIMCO and the Company.

NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as follows:

1. Services. The Company and/or its affiliates agree to provide services (“Services”) to owners of Variable Contracts, which may include but are not necessarily limited to: teleservicing support in connection with the Portfolios; delivery of current Trust prospectuses (including summary prospectuses), reports, notices, proxies and proxy statements and other informational materials, including printing and mailing charges; facilitation of the tabulation of Variable Contract owners’ votes in the event of a Trust shareholder vote; maintenance of Variable Contract records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that information to the applicable Trust or PIMCO as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including

questions respecting Variable Contract owners’ interests in one or more Portfolios; provision and administration of Variable Contract features for the benefit of Variable Contract owners in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon from time to time. Company shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.

2. Compensation. In consideration of the Services, PIMCO agrees to pay to the Company a fee at an annual rate equal to ___ (__) basis points (__%) of the average daily value of the Shares held in the Separate Accounts. Such payments will be made monthly in arrears. For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts’ aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each calendar day during the calendar month, and dividing by the total number of calendar days during such month. The payment to the Company under this paragraph 2 shall be calculated by PIMCO at the end of each calendar month and will be paid to the Company within 30 days thereafter. Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company.

3. Compliance with Laws. The Company agrees that:

4. Anti-Money Laundering.

(a) Company represents and warrants that it has implemented, and agrees to maintain an anti-money laundering program reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”), each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Company conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). Company further represents and warrants that its anti-money laundering program includes written policies, a designated Compliance Officer, ongoing training for employees, procedures for detecting and reporting suspicious transactions, and an independent audit to test the implementation of the program.

(b) Company represents and warrants that it has policies, procedures and internal controls in place which are reasonably designed so that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, Company will continue to undertake appropriate due diligence to ensure that neither the Company nor any Person is subject to Sanctions. Company further represents that the foregoing policy prohibits the Company and its officers, directors, employees and other representatives from soliciting or focusing its marketing effort directly or indirectly to any Person who is subject to Sanctions. Company acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions. Company will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions.

(c) Company represents, warrants, and covenants that (i) its officers, directors, employees, agents and other representatives (together with Company, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action that would cause any Relevant Person to be in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) it shall create and maintain accurate books and financial records in connection with the services performed under this Agreement. Company shall promptly notify PIMCO if a Relevant Person becomes aware of any breach of this provision, and PIMCO may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

5. Term. This Services Agreement shall remain in full force and effect for an initial term of one year, and shall automatically renew for successive one year periods. This Services Agreement may be terminated by either party hereto upon 30 days written notice to the other. This Services Agreement shall terminate automatically: (i) upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement or upon assignment of the Participation Agreement by either the Company or PIMCO; (ii) with respect to a Trust, upon the redemption of all Shares of such Trust held in the Separate Accounts; (iii) as to a Portfolio, upon termination of the investment advisory agreement between the applicable Trust, on behalf of such Portfolio, and PIMCO; and (iv) upon Company violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 4. Termination of this Services Agreement with respect to a Trust or Portfolio pursuant to section 5(ii) or (iii) above shall not result in termination with respect to the other Trust or Portfolios, as applicable.

8. Effect on Other Terms, Obligations and Covenants. Nothing herein shall amend, modify or supersede any contractual terms, obligations or covenants among or between any of the Company, PIMCO or any Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Services Agreement.


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:
		Title:
		Date:

[INSURANCE COMPANY]

By:
		Title:
		Date:

PIMCO SERVICES AGREEMENT

FOR ADMINISTRATIVE CLASS SHARES

OF PIMCO VARIABLE INSURANCE TRUST AND

PIMCO EQUITY SERIES VIT

WHEREAS, the Company, PIMCO Investments LLC, PIMCO Variable Insurance Trust (“PVIT”) and PIMCO Equity Series VIT (“PESVIT”) (each of PVIT and PESVIT is referred to individually as a “Trust” and together as the “Trusts”) have entered into a Fund Participation Agreement dated ___________, as may be amended from time to time (the “Participation Agreement”), pursuant to which the Company, on behalf of certain of its separate accounts (the “Separate Accounts”), purchases Administrative Class shares (“Shares”) of certain Portfolios of the Trusts (“Portfolios”) to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts (“Variable Contracts”) offered by the Company, which Portfolios may be one of several investment options available under the Variable Contracts; and

WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing written and oral information and services regarding the Trusts to Variable Contract owners; and

WHEREAS, the following represents the collective intention and understanding of the fee agreement between PIMCO and the Company.

NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as follows:

the applicable Trust or PIMCO as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting Variable Contract owners’ interests in one or more Portfolios; provision and administration of Variable Contract features for the benefit of Variable Contract owners in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon from time to time. Company shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.

Compensation. In consideration of the Services, PIMCO agrees to pay to the Company a fee at an annual rate equal to ten (10) basis points (0.10%) of the average daily value of the Shares held in the Separate Accounts. Such payments will be made monthly in arrears. For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts’ aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each calendar day during the calendar month, and dividing by the total number of calendar days during such month. PIMCO shall calculate and pay (or cause the Fund to pay) such compensation payable with respect to the Shares, if any, within 30 days of the end of the applicable quarter. Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company. [After the end of each quarter, the Company shall prepare and deliver an invoice, along with supporting data, including but not limited to sales, assets and any exclusions set forth in this Agreement sufficient to substantiate the amounts invoiced for applicable funds and share classes, to PIMCO for the applicable portion of the fees due hereunder computed on the basis set forth above, and PIMCO shall pay such invoiced amount, unless disputed in good faith, within 60 days following the receipt of the invoice. If an invoice is not received by PIMCO within six (6) months after the end of a quarter, the fees otherwise due and owing pursuant to this Supplement for such quarter shall be deemed forfeited and no longer due and owing. Invoices shall be sent to:

PIMCO Investments LLC

Attn: Intermediary Payments

P.O. Box 7530

Newport Beach, CA 92658

If by email: ]

2. Compliance with Laws. The Company agrees that:

(a) in performing its duties under this Services Agreement, the Company will abide by all applicable laws, including, without limitation, federal and

state securities laws and regulations, state insurance laws and regulations, and the Employee Retirement Income Security Act of 1974; and

3. Anti-Money Laundering.

(a) Company represents and warrants that it has implemented, and agrees to maintain an anti-money laundering program, including a customer due diligence program, reasonably designed to comply with all applicable anti-money laundering laws, including but not limited to the Bank Secrecy Act of 1970 (“BSA”), as amended by the USA PATRIOT Act of 2001, and the Money Laundering Control Act of 1986, each as amended from time to time, and any rules adopted thereunder by the Financial Crimes Enforcement Network, and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Company conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). Company further represents and warrants that its anti-money laundering program includes written policies, a designated anti-money laundering compliance officer, ongoing training for employees, an independent audit to test the implementation of the program, a customer identification program, and risk-based procedures for conducting ongoing customer due diligence, to include, but not be limited to: (i) understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile; and (ii) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information. Company further represents and warrants that: (i) its anti-money laundering program shall be applied to its customers that purchase Shares of a Fund, consistent with its written procedures; (ii) it will cooperate with PIMCO and deliver information reasonably requested by PIMCO concerning shareholders that purchased Shares of the Fund sold by Company necessary for PIMCO or the Fund to comply with the BSA; (iii) it will notify PIMCO, in writing, if it is found, by its compliance officer, an independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the BSA, any regulation implementing the BSA, or its anti-money laundering program; and (iv) Company will promptly notify PIMCO or a Fund if Company concludes that any shareholder has engaged in illegal or other conduct that warrants remedial account actions, such as freezing or closure of the shareholder’s account with Company, and Company will thereafter cooperate in good faith to provide such information as PIMCO requires to satisfy its own anti-money laundering obligations.

sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, Company represents and warrants that it has complied with Sanctions in all material respects and has policies, procedures, and internal controls which are reasonably designed to ensure compliance with Sanctions. Company and its officers, directors, employees and other representatives will not, in violation of Sanctions, engage in any activities that directly or indirectly involve any Person, country or territory that is subject to Sanctions. Company acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions. Company will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions. Company will promptly disclose to PIMCO or a Fund if Company becomes aware that any shareholder is subject to Sanctions or of any other activity related to this Agreement in breach of this provision, and PIMCO may terminate this Agreement with immediate effect in the event of such breach.

4. Term. This Services Agreement shall remain in full force and effect for an initial term of one year and shall automatically renew for successive one year periods. This Services Agreement may be terminated by either party hereto upon 30 days written notice to the other. This Services Agreement shall terminate automatically: (i) upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement or upon assignment of the Participation Agreement by either the Company or PIMCO; (ii) with respect to a Trust, upon the redemption of all Shares of such Trust held in the Separate Accounts; (iii) as to a Portfolio, upon termination of the investment advisory agreement between the applicable Trust, on behalf of such Portfolio, and PIMCO; and (iv) upon Company violating any anti-money laundering, Sanctions, or anti-bribery or corruption laws or engaging in any other unlawful conduct referenced in Section 4. Termination of this Services Agreement with respect to a Trust or Portfolio

pursuant to section 5(ii) or (iii) above shall not result in termination with respect to the other Trust or Portfolios, as applicable.

5. Amendment. This Services Agreement may be amended only upon mutual agreement of the parties hereto in writing. In this regard, this Services Agreement may be amended by PIMCO (but not by the Company) at any time by mailing a copy of a written amendment to the Company. In the absence of written objection to such amendment, continued performance by the Company under this Services Agreement shall constitute Company’s consent to such written amendment.

6. Business Continuity. Company shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. Company shall maintain a log of all business continuity events. In the event that a material business continuity event occurs, Company shall advise PIMCO promptly of such event and the steps proposed in order to minimize any interruption to its services hereunder.

7. Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein. A party hereto may request of another party, and the requested party shall provide as reasonable, copies of all the historical records relating to transactions contemplated herein, written communications regarding the Funds to or from owners of Variable Contracts, and other materials reasonably related to transactions contemplated herein. In addition, Company shall provide representatives of PIMCO and each Trust with reasonable access to its personnel and its records to: (i) enable them to monitor the quality of services being provided by Company pursuant to this Agreement and Company’s compliance with this Agreement and applicable law, rule and regulation and (ii) verify amounts payable or owed under this or any related Agreement. The parties shall cooperate in good faith in providing records to one another.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Services Agreement.


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:
		Title:
		Date:

[INSURANCE COMPANY]

By:
		Title:
		Date:

PIMCO INVESTMENTS LLC

1633 Broadway, 45^th Floor

New York, NY 10019

SELLING AGREEMENT

FOR ADVISOR CLASS SHARES OF

PIMCO VARIABLE INSURANCE TRUST AND

PIMCO EQUITY SERIES VIT

Ladies and Gentlemen:

PIMCO Investments LLC (“we” or “us”) is the distributor of the Advisor Class shares (the “Shares”) of those series of PIMCO Variable Insurance Trust and PIMCO Equity Series VIT (each a “Trust” and together the “Trusts”) set forth in Schedule A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto and any summary prospectus, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds, including the Shares. As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

1. All sales of Shares shall be made in conformity with that certain Participation Agreement, by and among us, the Trusts, and _____________(“Insurance Company”), dated as of _________________ (“Participation Agreement”). To the extent that the Participation Agreement contains provisions that are inconsistent with the terms of this Agreement, the terms of the Participation Agreement shall be controlling, provided, however, that Section 5.1 of the Participation Agreement shall not be construed to prohibit the payment of fees to _________________ (“You”) pursuant to Section 2 hereunder.

2. The Funds have adopted Distribution and Servicing Plans (“Plans”) pursuant to which we, on behalf of each such Fund, will pay a fee to You equal, on an annual basis, of 0.25% of the Funds’ average daily net assets in Shares attributable to Your variable annuity and variable life insurance contracts (“Fee”) in accordance with the provisions of the Plans. We shall calculate and pay (or cause the Fund to pay) such compensation payable with respect to the Shares, if any, within 30 days of the end of the applicable quarter. The provisions and terms of these Funds’ Plans are described in their respective Prospectuses, and You hereby agree that we have made no representations to You with respect to the Plans of such Funds in addition to, or conflicting with, the description set forth in their respective Prospectuses.

3. We may prospectively increase or decrease the Fee, in our sole discretion, at any time upon notice to You.

4. In consideration of the Fee, You acknowledge and agree that You shall perform services with respect to the Shares that may include but are not necessarily limited to the following (the “Services”):

provide personal and continuing services to beneficial owners of the Shares;

receive, aggregate and process purchase, exchange and redemption orders of beneficial owners of Shares;

answer questions and handle correspondence from beneficial owners of Shares about their accounts;

forward shareholder communications to beneficial owners of Shares;

receive, tabulate and transmit proxies executed by beneficial owners of Shares;

advertise and prepare sales literature and other promotional materials, and pay related printing and distribution expenses with respect to the Shares;

pay your employees or agents, or the employees, agents, sales personnel, or “associated persons” of other financial intermediaries who engage in or support the provision of services to investors and/or distribution of the Shares, including salary, commissions, telephone, travel and related overhead expenses;

prepare, print and distribute Fund prospectuses (including summary prospectuses), statements of additional information, supplements thereto, and reports to prospective investors;

organize and conduct sales seminars and meetings designed to promote the sale of the Shares;

pay fees to one or more insurance companies, broker-dealers, banks, plan sponsors and recordkeepers, and other financial institutions (“Authorized Firms”) in respect of the average daily value of Shares beneficially owned by investors for whom the Authorized Firm is the dealer of record or holder of record, or beneficially owned by shareholders with whom the Authorized Firm has a servicing relationship;

pay the expenses of obtaining information and providing explanations to variable annuity and variable life contract owners and wholesale and retail distributors of such contracts regarding

Fund investment objectives and policies and other information about the Funds, including the performance of the Funds;

pay the expenses of training sales personnel regarding the Shares;

pay the expenses of personal services and/or maintenance of variable annuity and variable life contract accounts with respect to Shares attributable to such accounts;

recordkeeping services;

such other similar activities, including any other activity that is primarily intended to result in the sale of Shares of the Funds, and services as determined by the Board of Trustees of the applicable Trust from time to time to the extent You are permitted to do so under applicable statutes, rules or regulations.

You shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.

5. You may, at your expense, subcontract with any entity or person concerning the provision of the Services contemplated hereunder; provided, however, that You shall not be relieved of any of your obligations under this Agreement by the appointment of such subcontractor and provided further, that You shall be responsible, to the extent provided in Section 17 hereof, for all acts of such subcontractor as if such acts were Your own.

6. You will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in Your business, or any personnel employed by You) as may be reasonably necessary or beneficial in order to provide such Services. Further, You shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to Your systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of Your services and activities. You shall maintain a log of all business continuity events. In the event that a material business continuity event occurs, You shall advise us promptly of such event and the steps proposed in order to minimize any interruption to Your services hereunder.

7. You and your employees will, upon request, be available during normal business hours to consult with us concerning the performance of your responsibilities under this Agreement. Upon our reasonable request, you will provide to us a written report of the amounts expended under this Agreement and a description of the purposes for which the expenditures are made.

8. In addition, You will furnish to a Trust or its designees such information as such Trust or its designees may reasonably request (including, without limitation,

periodic certifications confirming the rendering of services as described herein), and will otherwise cooperate with us, the Trusts and their designees (including, without limitation, any auditors designated by a Trust), in the preparation of reports to a Trust’s Trustees concerning this Agreement and the monies paid, reimbursed, payable, or reimbursable pursuant hereto, the Services provided hereunder and related expenses, and any other reports or filings that may be required by law.

9. By written acceptance of this Agreement, You represent, warrant, and agree that, to the extent required by law: (i) You have all necessary qualifications, authorizations and/or registrations relating to Your participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons or entities affiliated with You performed in connection with the discharge of Your responsibilities under this Agreement; (ii) to the extent required by law, You will provide to your customers a schedule of the services You will perform pursuant to this Agreement and a schedule of any fees that You may charge directly to Your customers for services You perform in connection with investments in a Trust on Your customer’s behalf; (iii) You will disclose to your customers any and all compensation payable to You by your customers in connection with the investment of their assets in a Trust, Your customers will authorize all such compensation, and such compensation shall not result in an excessive fee to You; and (iv) the arrangements provided for in this Agreement, including the compensation arrangements provided for in this Agreement, will be timely disclosed, to the extent necessary or appropriate, by You to your customers.

10. If You receive, aggregate and/or forward purchase and redemption orders (i) all purchase and redemption orders with respect to Shares of a Trust submitted by You will be received in good order by You prior to the close of trading on that business day, and will be processed by You in compliance with Rule 22c-1 under the Investment Company Act and regulatory interpretations thereof; (ii) You have, and will maintain, policies and procedures reasonably designed to monitor and prevent market timing or excessive trading activity by investors; (iii) You will use your reasonable best efforts to prevent market timing or excessive trading activity that appears to be in contravention of a Fund’s policies and procedures on market timing or excessive trading as disclosed in that Fund’s Prospectus; (iv) You will, upon reasonable request, provide the applicable Trust or its agent with assurances regarding the compliance of Your handling of orders with respect to Shares of the Funds with the requirements of Rule 22c-1, regulatory interpretations thereof, and the Funds’ market timing and excessive trading policies; and (v) You will use your best efforts to cooperate with the Trusts or their agent(s) to implement policies and procedures to prevent market timing and/or excessive trading in the Funds and enforce the market timing and excessive policies disclosed in the Funds’ Prospectuses.

11. If You act as nominee and hold a Trust’s Shares in nominee name, You will (i) provide, promptly upon request by such Trust or its agents, the Taxpayer Identification Number of all investors that purchased, redeemed, transferred, or exchanged Shares held through an account with You, and the amount and dates of such shareholder purchases, redemptions, transfers, and exchanges; (ii) execute any instructions from such Trust or its agents to restrict or prohibit further purchases or

exchanges of Fund Shares by investors who have been identified by such Trust or its agents as having engaged, directly or indirectly, in transactions that violate policies established as to a Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Trust; and (iii) either assess any applicable redemption fees adopted as to a Fund, or communicate to such Trust or its agents all information necessary for such Trust or its agents to assess such redemption fees directly against payment of redemption proceeds.

12. You represent and warrant that You shall comply with any applicable privacy provisions of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., as may be amended from time to time, and any regulations adopted thereto, including Regulation S-P of the Securities and Exchange Commission (the “SEC”), as well as with any other applicable federal or state privacy laws and regulations, including but not limited to (as applicable) the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq. You shall implement and maintain appropriate security measures for personal information in accordance with applicable laws, rules and regulations. You agree that any “Non-Public Personal Information,” as the term is defined in Regulation S-P, that may be disclosed hereunder is disclosed for the specific purpose of permitting You to perform the services set forth in this Agreement. You acknowledge that, with respect to such information, You will comply with Regulation S-P and that You will not disclose any Non-Public Personal Information received in connection with this Agreement to any other person, except: (i) to the extent required to carry out Your services set forth in this Agreement; (ii) as otherwise required or permitted by law or regulation; or (iii) as requested by any regulatory body or governmental agency or body having jurisdiction over You.

13. (a) You represent and warrant that You have implemented, and agree to maintain an anti-money laundering program, including a customer due diligence program, reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 (“BSA”), as amended by and the USA PATRIOT Act of 2001, and the Money Laundering Control Act of 1986, each as amended from time to time, and any rules adopted thereunder by the Financial Crimes Enforcement Network, and/or any applicable anti-money laundering laws of other jurisdictions where You conduct business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). You further represent and warrant that Your anti-money laundering program includes written policies, a designated anti-money laundering Compliance Officer, ongoing training for employees, an independent audit to test the implementation of the program, a customer identification program, and risk-based procedures for conducting ongoing customer due diligence, to include, but not be limited to: (i) understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile; and (ii) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information.. You further represent and warrant that: (i) your anti-money laundering program shall be applied to its customers that purchase Shares of a Fund, consistent with its written procedures; (ii) it will cooperate with us and deliver information reasonably requested by us concerning shareholders that purchased Shares of the Fund sold by You

necessary for You or the Fund to comply with the BSA; (iii) You will notify us, in writing, if it is found, by its compliance officer, an independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the BSA, any regulation implementing the BSA, or its anti-money laundering program; and (iv) You will promptly notify us or a Fund if You conclude that any shareholder has engaged in illegal or other conduct that warrants remedial account actions, such as freezing or closure of the shareholder’s account with Dealer, and Dealer will thereafter cooperate in good faith to provide such information as Distributor requires to satisfy its own anti-money laundering obligations.

(b) You represent and warrant that neither You, nor any of Your subsidiaries, nor any officer, director, or employee of You or Your subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or any other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, You represent and warrant that You have complied with Sanctions in all material respects and have policies, procedures, and internal controls which are reasonably designed to ensure compliance with Sanctions. You and Your officers, directors, employees and other representatives will not, in violation of Sanctions, engage in any activities that directly or indirectly involve any Person, country, or territory that subject to Sanctions. You acknowledge Your ongoing and continuing obligations to comply with the applicable Sanctions. You will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions. You will promptly disclose to us or a Fund if You become aware that any shareholder is subject to Sanctions or of any other activity related to this Agreement in breach of this provision, and we may terminate this Agreement with immediate effect in the event of such breach.

(c) You represent, warrant, and covenant that (i) You and Your officers, directors, employees, agents and other representatives (together with You, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) You shall create and maintain accurate books and financial records in connection with the services performed under this Agreement. You shall promptly notify us if a Relevant Person becomes aware of any breach of this provision,

and we may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

14. You agree to comply with all requirements applicable to You by reason of all applicable laws, including federal and state securities laws, the rules and regulations of the SEC, including, without limitation, all applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940. You further agree to maintain all records required by applicable law or otherwise reasonably requested by a Trust relating to services provided pursuant to the terms of this Agreement.

15. You agree that under no circumstances shall a Trust be liable to You or any other person under this Agreement as a result of any action by the SEC affecting the operation or continuation of the Plan(s).

16. We shall not be liable to You and You shall not be liable to us except for acts or failures to act which constitute lack of good faith or negligence and for obligations expressly assumed by any party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by You or by us of compliance with any applicable law, rule, or regulation.

17. You will indemnify us and hold us harmless from any claims or assertions relating to the lawfulness of our participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons or entities affiliated with you or other subcontractors performed in connection with the discharge of Your responsibilities under this Agreement. If any such claims are asserted, we shall have the right to manage our own defense, including the selection and engagement of legal counsel of our choosing, and You shall bear all costs of such defense.

18. Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein. A party hereto may request of another party, and the requested party shall provide as reasonable, copies of all the historical records relating to transactions contemplated herein, written communications regarding the Funds to or from investors, and other materials reasonably related to transactions contemplated herein. In addition, You shall provide our representatives and representatives of each Trust with reasonable access to Your personnel and records to: (i) enable them to monitor the quality of services being provided by You pursuant to this Agreement and Your compliance with this Agreement and applicable law, rule and regulation and (ii) verify amounts payable or owed under this or any related Agreement. The parties shall cooperate in good faith in providing records to one another.

19. This Agreement will become effective with respect to each Fund on the date of its acceptance by You. Unless sooner terminated with respect to any Fund, this Agreement will continue with respect to a Fund until terminated in accordance with its terms, provided that the continuance of the relevant Plan is specifically approved at least annually in accordance with the terms of such Plan.

20. This Agreement will automatically terminate with respect to the applicable Fund(s) in the event of its assignment (as such term is defined in the 1940 Act), upon termination of the applicable Plan(s) or upon You violating any anti-money laundering, sanctions, or anti-bribery or corruption laws or engaging in any other unlawful conduct referenced in Section 13. This Agreement may be terminated with respect to a Fund by the applicable Trust, by us or by You, without penalty, upon sixty days’ prior written notice to the other parties and (unless terminated by the Trust) to the applicable Trust. This Agreement may also be terminated with respect to a Fund at any time without penalty by the vote of a majority of the applicable Trust’s Independent Trustees (as defined in the Plans) or a majority of the outstanding Shares of a Fund on sixty days’ written notice. Termination of this Agreement with respect to one Fund shall not result in termination with respect to the other Fund.

21. This Agreement may be modified or amended, and the terms of this Agreement may be waived, only in writing with the consent of both parties. In this regard, this Agreement may be amended by us (but not by You) at any time by mailing a copy of a written amendment to You at the address shown below. In the absence of written objection to such amendment, continued performance by You under this Agreement shall constitute your consent to such written amendment.

22. All notices and other communications to any party or a Trust will be duly given if mailed, telegraphed or telecopied to the appropriate address set forth below, or at such other address as any party or the applicable Trust may provide in writing to the other parties and the Trust.


If to PIMCO Variable Insurance Trust:		PIMCO Variable Insurance Trust
		650 Newport Center Drive
		Newport Beach, CA 92660

If to PIMCO Equity Series VIT:		PIMCO Equity Series VIT
		650 Newport Center Drive
		Newport Beach, CA 92660

If to the Company:		[ ]

If to Underwriter:		PIMCO Investments LLC
		1633 Broadway, 45^th Floor
		New York, NY 10019

23. This Agreement supersedes any other agreement between us and You relating to the services described herein in connection with a Fund’s Shares and relating to any other matters discussed herein. All covenants, agreements, representations, and warranties made herein shall be deemed to have been material and relied on by each party and the Trusts, notwithstanding any investigation made by any party or on behalf of any party, and shall survive the execution and delivery of this Agreement. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. The headings in this Agreement are

for convenience of reference only and shall not alter or otherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts which together shall constitute one instrument and shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of New York and shall bind and inure to the benefit of the parties hereto and the Trusts and their respective successors. If a dispute arises between parties hereto that are members of FINRA, and such parties are unable to resolve the dispute between themselves, it shall be settled by arbitration to the extent required by and in accordance with the then existing FINRA Code of Arbitration Procedure.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below.

PIMCO INVESTMENTS LLC

By:

Title:

The foregoing Agreement is hereby accepted:

(Insurance Company Name)

By:

Title:

Date:

SCHEDULE A

TO THE SELLING AGREEMENT

For purposes of this Selling Agreement, Shares shall include Advisor Class shares of any series of the PIMCO Variable Insurance Trust or the PIMCO Equity Series VIT that offers Advisor Class shares and that is operating as of the date of this Selling Agreement or that thereafter commences operations, other than any such series that ceases operations.

SALES AGREEMENT

Among

[INTERMEDIARY]

and

PIMCO INVESTMENTS LLC

This Sales Agreement (“Agreement”) is made as of _____________, 20__ by and between PIMCO Investments LLC (“Distributor”), a Delaware limited liability company, and ________________________________ (“Intermediary”), a ____________________________.

R E C I T A L S

WHEREAS, all sales and redemptions of shares of PIMCO Variable Insurance Trust and PIMCO Equity Series VIT (each a “Trust” and together the “Trusts”) requested by Intermediary and contemplated herein shall be made in conformity with the terms set forth herein;

WHEREAS, Intermediary has entered into agreements with the insurance companies listed in Exhibit A hereto and hereafter as supplemented in writing to Distributor by Intermediary (each a “Company” and collectively, the “Companies”) to place or arrange for placement of purchase and redemption orders (“Orders”) of shares (“Shares”) of any series of the Trusts now in existence or formed thereafter (the “Portfolios”), on behalf of the Companies’ segregated asset accounts (the “Accounts”);

NOW, THEREFORE, Distributor and Intermediary hereby agree to the following terms and conditions:

1. Authorizations; Offering.

a. Distributor hereby authorizes Intermediary on a non-exclusive basis and subject to applicable law, rule and regulation; the terms and conditions of the then current prospectuses (including Statutory Prospectuses and Summary Prospectuses as defined in Rule 498 under the Securities Act of 1933 (“1933 Act”) and any supplements thereto as may be filed from time to time) and any statement of additional information (“SAI”) of the Portfolios (collectively, the then current Statutory Prospectuses, Summary Prospectuses and SAIs of the Portfolios and supplements thereto are hereinafter referred to as the “Prospectuses”); other applicable documentation; reasonable instructions of the Distributor; and the terms set forth herein, to place or arrange for Orders on behalf of the Accounts, to the extent Intermediary is authorized to act on behalf of such Accounts pursuant to its agreement with the applicable Company.

b. This Agreement shall not be deemed to obligate Intermediary to place or arrange for placement, or Distributor to accept, Orders except as instructed by the relevant Company in accordance with the terms of Intermediary’s agreement with that Company.

c. Intermediary understands and acknowledges that: (i) Distributor may enter into other similar agreements and arrangements with other financial intermediaries; (ii) that nothing herein shall constitute Distributor and Intermediary as a selling syndicate, association, joint venture, partnership, unincorporated business or other separate legal entity, or otherwise serve as the basis to conclude that Distributor and Intermediary are partners; and (iii) Intermediary is solely the agent of the Companies and is not agent of Distributor or the Trusts.

2.	Transactions in Shares.

a. Intermediary shall not place an Order with Distributor except for the purpose of placing or otherwise fulfilling Orders provided to Intermediary by or on behalf of the Accounts by authorized persons, including a Company. Intermediary shall only place Orders on behalf of Accounts that are eligible to invest in the Portfolios as described in the Prospectuses and may not place any conditional Orders.

b. Intermediary shall not intentionally withhold placing Orders for Shares to profit as a result of such withholding (e.g., by a change in the net asset value from that used in determining the public offering or redemption price of the applicable class of Shares).

c. Distributor will pay no compensation to Intermediary under this Agreement.

3.	Purchase and Redemption Procedures.

a. Receipt and acceptance of Orders (or relevant transactional information therefor) by Company from a holder of a variable life insurance and/or variable annuity contract on any day the applicable Portfolio is open for business and on which the applicable Portfolio calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (“SEC”) (a “Business Day”) prior to the time that such Portfolio ordinarily calculates its net asset value as described in such Portfolio’s Prospectus (which as of the date of execution of this Agreement is normally 4:00 p.m. Eastern Time each Business Day) shall constitute receipt and acceptance by such Portfolio on that same Business Day, provided that such Portfolio or its designated agent receives notice of such Order by Intermediary by 9:00 a.m. Eastern Time on the following Business Day.

i. Intermediary shall arrange for payment of Shares on the same day that it notifies the applicable Portfolio of a purchase request for such Shares. Payment for Shares shall be made in federal funds transmitted to the applicable Portfolio by wire to be received by such Portfolio by the Portfolio’s net asset value calculation time on the Business Day such Portfolio is notified of the purchase request for Shares. If federal funds are not received on time, such funds will be invested, and Shares purchased thereby will be issued, as soon as practicable and Intermediary shall promptly, upon the applicable Portfolio’s or Distributor’s request, reimburse such Portfolio for any charges, costs, fees, interest or other expenses incurred by such Portfolio in connection with any advances to, or borrowing or overdrafts by, such Portfolio, or any similar expenses incurred by such Portfolio, as a result of portfolio transactions effected by such Portfolio based upon such purchase request.

ii. Payment for Shares redeemed by or on behalf of the relevant Account shall be made in federal funds transmitted by wire to the Account or any other designated person

as instructed by Intermediary (in accordance with its arrangement with the Company) on the Business Day after the applicable Portfolio is properly notified of the redemption order of such Shares except that each Portfolio reserves the right to redeem Shares in assets other than cash and to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the Investment Company Act of 1940 (“1940 Act”) and any rules thereunder, and in accordance with the procedures and policies of such Portfolio as described in the Prospectus.

b. The applicable Trust or its designated agent shall use its best efforts to make the net asset value per share for each Portfolio available to the applicable Company after receipt of an Order by Intermediary by 7:00 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Portfolio is calculated, and shall calculate such net asset value in accordance with such Portfolio’s Prospectus. Neither the Trusts, any Portfolio, the Distributor, nor any of their affiliates shall be liable for any information provided to Intermediary pursuant to this Agreement which information is based on incorrect information supplied by Intermediary or Company. Furthermore, neither the Trusts, any Portfolio, the Distributor nor any of their affiliates shall be liable for any losses that arise out of fulfilling Orders or other instructions received from Intermediary that were based on incorrect information or duplicative Orders supplied by Intermediary or Company. For the avoidance of doubt, Intermediary will be responsible for reimbursing the Trusts, any Portfolio, the Distributor and any of their affiliates for such losses.

c. Intermediary shall use its best efforts to provide Distributor with Orders promptly after receipt of such Orders from Company and in no case shall Intermediary provide Distributor with Orders later than 9:00 a.m. Eastern Time the Business Day after the Intermediary receives such Orders.

d. Intermediary acknowledges that: (i) all Orders are subject to acceptance and confirmation thereof by Distributor (or its delegate) on behalf of a Portfolio and (ii) a Portfolio and/or Distributor reserves the right to reject any Order for any or no reason.

e. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive.

4. Compliance Matters. In connection with its duties and obligations hereunder, Intermediary will at all times comply with: (i) the terms of each Portfolio’s Prospectus and other applicable documentation; (ii) all applicable laws, rules and regulations, including, without limitation, the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986 (the “Code”), as the case may be; and (iii) the regulations, notices and other requirements of any self-regulatory organization of which the Intermediary is a member.

5. Representations and Warranties.

a. Each party hereto represents, warrants, and covenants that:

i. it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement;

ii. its entering into this Agreement and performing its duties and obligations hereunder will not breach or otherwise impair any other agreement or understanding the party has with any other person, corporation, or other entity; and

iii. it has obtained all registrations, licenses and regulatory authorizations necessary to permit it to perform the activities hereunder and shall maintain all such registrations, licenses and authorizations during the term of this Agreement.

b. Intermediary further represents, warrants, and covenants that:

i. it has due authority to take each act it takes on behalf of each of the Companies and their Accounts;

ii. Intermediary has been duly appointed and authorized by Company to act as Company’s agent; and

iii. Intermediary will only submit Orders to Distributor on behalf of Accounts that it reasonably believes after appropriate due diligence are segregated asset accounts whose interests are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and regulations thereunder. Intermediary will notify Distributor and the Trusts immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

6. State Filing Requirements. Distributor shall not be responsible for any notices or other applicable filings that are necessary to permit Intermediary to engage in the offer and sale of mutual fund shares or the provision of services contemplated hereunder under state law.

7. Use of Name. Except as otherwise expressly provided herein, Intermediary shall neither use nor allow its officers, employees, agents or registered representatives to use the name or logo of: (i) the Portfolios or any adviser or sub-adviser to the Portfolios; (ii) Distributor or any of its affiliates; or (iii) any products or services sponsored, managed, advised, administered or distributed by the Distributor or any of its affiliates, for advertising, trade or other commercial or non-commercial purposes, without the express prior written consent of the Distributor.

8. Indemnification; Limitation on Damages.

a. Intermediary shall indemnify and hold harmless each Trust, Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the 1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Portfolio documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to a Portfolio or Shares other than statements contained in the Prospectuses, mutual fund

advertisement and/or sales literature published by Distributor, or supplemental material authorized by Distributor.

b. An indemnitor will reimburse an indemnitee for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such Loss, claim or action. This indemnity provided in this Section 8 will be in addition to any liability which an indemnitor may otherwise have.

c. If an indemnitee hereunder receives notice of the commencement of an action and wishes to seek indemnification hereunder, the indemnitee will notify the indemnitor of such commencement within 10 days after the summons or other first legal process has been served. The omission so to notify the indemnitor will not relieve it from any liability that it may have to any indemnitee otherwise than under this Section 8. If any such action is brought against any indemnitee and it properly notifies the indemnitor of such commencement, the indemnitor may assume the defense thereof with counsel reasonably satisfactory to the indemnitee, and the indemnitee(s) in such action entitled to indemnification hereunder may participate in the defense or preparation of the defense of any such action. If the indemnitor elects to assume the defense of any such action and retain counsel: (i) the indemnitee(s) shall bear the fees and expenses of any additional counsel retained by any of them and (ii) the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s), or permit a default or consent to the entry of any judgment in respect thereof, unless each indemnitee receives from the claimant a release from all liability in respect of such claim. If the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named as defendant(s) in such action for the fees and expenses of counsel agreed upon by indemnitor and indemnitee.

e. THE PARTIES AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY WHO IS LIABLE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

9. Privacy. Each party hereto agrees to comply, to the extent applicable, with the requirements of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., as may be amended from time to time, and any regulations adopted thereto, including Regulation S-P of the SEC, as well as with any other applicable federal or state privacy laws and regulations. Intermediary shall implement and maintain appropriate security measures for personal information of Portfolio shareholders and others in accordance with applicable laws, rules and regulations. The parties agree that any “Non-Public Personal Information,” as the term is defined in Regulation S-P that may be disclosed hereunder is disclosed for the specific purpose of permitting the other party to perform the services set forth in this Agreement. Each party acknowledges that, with respect to such information, it will comply with Regulation S-P and that it will not disclose any Non-Public Personal Information received in connection with this Agreement to any other person, except: (i) to the extent required to carry out the services set forth in this Agreement; (ii) as otherwise required or permitted by law or regulation; or (iii) as requested by any regulatory body or governmental agency or body having jurisdiction over the disclosing party.

10.

Anti-Money Laundering; Sanctions; Anti-Corruption.

a. Intermediary represents and warrants that it has implemented, and agrees to maintain an anti-money laundering program, including a customer due diligence program, reasonably designed to comply with all applicable anti-money laundering laws, including but not limited to the Bank Secrecy Act of 1970 (“BSA”), as amended by the USA PATRIOT Act of 2001, and the Money Laundering Control Act of 1986, each as amended from time to time, and any rules adopted thereunder by the Financial Crimes Enforcement Network, and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Intermediary conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency. Intermediary further represents and warrants that its anti-money laundering program includes written policies, a designated anti-money laundering compliance officer, ongoing training for employees, an independent audit to test the implementation of the program, a customer identification program, and risk-based procedures for conducting ongoing customer due diligence, to include, but not be limited to: (i) understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile; and (ii) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information. Intermediary further represents and warrants that: (i) its anti-money laundering program shall be applied to its customers that purchase Shares of a Fund, consistent with its written procedures; (ii) it will cooperate with the Distributor and deliver information reasonably requested by the Distributor concerning shareholders that purchased Shares of the Fund sold by Intermediary necessary for the Distributor or the Fund to comply with the BSA; (iii) it will notify the Distributor, in writing, if it is found, by its compliance officer, an independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the BSA, any regulation implementing the BSA, or its anti-money laundering program; and (iv) Intermediary will promptly notify Distributor or a Fund if Intermediary concludes that any shareholder has engaged in illegal or other conduct that warrants remedial account actions, such as freezing or closure of the shareholder’s account with Intermediary, and Intermediary will thereafter cooperate in good faith to provide such information as Distributor requires to satisfy its own anti-money laundering obligations.

b. Intermediary represents and warrants that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, Intermediary represents and warrants that it has complied with Sanctions in all material respects and has policies, procedures, and internal controls which are reasonably designed to ensure compliance with Sanctions. Intermediary and its officers, directors, employees and other representatives will not, in violation of Sanctions, engage in any activities that directly or indirectly involve any Person, country, or territory that is subject to Sanctions. Intermediary acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions. Intermediary will provide reasonable assistance to Distributor and the Funds in connection with their respective obligations under the applicable Sanctions. Intermediary will promptly disclose to Distributor or a Fund if Intermediary becomes aware that any shareholder is

subject to Sanctions or of any other activity related to this Agreement in breach of this provision, and Distributor may terminate this Agreement with immediate effect in the event of such breach.

c. Intermediary represents, warrants, and covenants that (i) it and its officers, directors, employees, agents and other representatives (together with Intermediary, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) it shall create and maintain accurate books and financial records in connection with the services performed under this Agreement. Intermediary shall promptly notify Distributor if a Relevant Person becomes aware of any breach of this provision, and Distributor may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

11. Abusive Trading Practices; Shareholder Information Agreement. Intermediary shall make reasonable efforts to assist the Trusts’ service providers (including Distributor and the Trusts’ transfer agent) to detect, prevent and report excessive, short-term trading of Shares and other abusive trading practices, including “market timing.” If Intermediary has actual knowledge of violations of Trust policies (as set forth in the applicable Prospectuses) or applicable law regarding (i) the timing of Orders and pricing of Shares, or (ii) excessive short-term trading, market timing or other abusive trading practices, Intermediary shall promptly report such known violations to Distributor.

12. Records. Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein. In addition, Intermediary shall provide representatives of Distributor and Company with reasonable access to its personnel and its records to enable them to monitor the quality of Intermediary’s activities pursuant to this Agreement and Intermediary’s compliance with this Agreement and applicable law, rule and regulation. The parties shall cooperate in good faith in providing records to one another.

13. Term, Termination and Assignment.

a. Intermediary may terminate this Agreement by giving 30 days’ written notice to Distributor, Distributor may terminate this Agreement immediately upon notice to Intermediary and this Agreement shall terminate automatically: (1) with respect to a Portfolio in the event that the Portfolio liquidates or reorganizes into another investment company, (2) in the event that Intermediary ceases to be a member in good standing of FINRA, (3) upon Intermediary violating any anti-money laundering, sanctions, or anti-bribery or corruption laws or engaging in any other unlawful conduct referenced in Section 10, and (4) with respect to a Company upon the effective date of the termination of the participation agreement among Company, Distributor and the Trusts.

b. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other party, except that Distributor may assign this Agreement to an affiliate that provides similar services to a Portfolio upon 30 days’ prior written notice to Intermediary unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

14. Subcontracting. Each party may appoint and compensate from their respective resources one or more other entities (each a “delegate”) to perform any or all of their respective obligations under this Agreement on a subcontracted basis so long as the party has undertaken commercially reasonable due diligence to ensure the delegate possesses the requisite expertise, personnel and resources to perform such obligations, and obtains a written agreement from the delegate related to the services to be performed in connection with this Agreement. If either party appoints one or more delegates to perform any or all of their respective obligations under this Agreement on a subcontracted basis, the appointing party will remain liable to the other party for the delegated acts and omissions of such delegates as if the appointing party itself performed (or failed to perform) such obligations.

15. Freedom to Act. Nothing herein shall limit the authority of the Distributor to take such lawful action as it may deem appropriate or advisable in connection with all matters relating to the operation of Portfolios and the sale and redemption of the Shares. Nothing herein shall preclude a Trust’s Board of Trustees from taking any actions it deems necessary in furtherance of its fiduciary duties, which may include refusing to sell Shares to any person or suspending or terminating the offer of any Shares.

16. Notice. Notice hereunder shall be in writing and delivered personally, mailed by certified mail or courier service to the party’s address identified on the signature page hereof or such other address as the party may by written notice provide to the other party. Such notice shall be deemed to have been given (i) immediately when delivered personally; (ii) three days after the date of mailing; and (iii) one day after delivered by overnight courier service.

17. Amendment. This Agreement may be amended upon execution of a written amendment by each party hereto. In addition, Intermediary agrees that Distributor may amend or modify this Agreement without the written consent of Intermediary, upon (i) the provision of not less than 30 days’ written notice to Intermediary and (ii) any act by Intermediary in reliance on this Agreement, as amended, including the submission of an Order.

18. Governing Law; Venue; Waiver of Jury Trial.

a. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York and the applicable provisions of federal law. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of federal law, the latter shall control.

b. Each party to this Agreement hereby irrevocably consents to the jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan and the courts of the State of New York located in the County of New York in any

action to enforce, interpret or construe any provision of this Agreement and waives any objection that it may have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over them.

c. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

19. Complete Agreement/Other Agreements. Other than as set forth herein, this Agreement contains the full and complete understanding of the parties and supersedes all prior representations, promises, statements, arrangements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied. This Agreement shall be binding upon all parties hereto when executed by all parties and supersedes any prior agreement or understanding among the parties with respect to the subject matter hereof.

20. Severability. If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supranational body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement so long as this Agreement, as so modified, continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits, obligations, or expectations of the parties to this Agreement.

21. Force Majeure. Notwithstanding any other provisions of this Agreement to the contrary, Distributor and Intermediary shall not be responsible for delays or errors caused by acts of God or by circumstances beyond their reasonable control, provided that the party relying on this provision has adopted, implemented and appropriately maintained a commercially reasonable and regulatory compliant business continuity plan and makes reasonable efforts to mitigate damages.

22. Survival; Headings; Counterparts. The provisions of Sections 8, 9, 10, 13 and 18 hereof shall survive termination of this Agreement. The Section headings in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the date and year first written above.


PIMCO Investments LLC

By:

Name:

Title:

Address for notice:
1633 Broadway 44^th Floor
New York, NY 10019
Attention: Legal
[Intermediary]

By:

Name:

Title:

Address for notice:

EXHIBIT A

Insurance Companies

LOGO

1900 K Street, N.W.

Washington, DC 20006

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com


April 28, 2022		Exhibit (i)

PIMCO Equity Series VIT

650 Newport Center Drive

Newport Beach, California 92660

Dear Ladies and Gentlemen:

We have acted as counsel for PIMCO Equity Series VIT (the “Trust”), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 26 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 April 29, 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

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of PIMCO Equity Series VIT (the “Trust”) of our report dated February 17, 2022, relating to the financial statements and financial highlights, which appears in PIMCO StocksPLUS^® Global Portfolio’s Annual Report on Form N-CSR for the year ended December 31, 2021. We also consent to the references to us under the headings “Financial Statements”, “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Kansas City, Missouri

April 28, 2022

LOGO

PIMCO’s Code of Ethics (“Code”) contains the rules that govern your personal trading and outside business activities. These rules are summarized below. Please see the Code for more details (capitalized terms are defined in the Appendix).

YOU HAVE THE FOLLOWING FUNDAMENTAL RESPONSIBILITIES:

•	You have a duty to place the interests of Clients first

•	You must avoid any actual or potential conflict of interest

•	You must not take inappropriate advantage of your position at PIMCO

•	You must comply with all applicable Securities and Commodities Laws

You must pre-clear and receive approval for your Personal Securities Transactions, unless an exemption is available. Personal Securities Transaction is a very broad concept and includes transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in Cryptocurrencies, except as noted in Appendix IV for Cryptocurrency Portfolio Persons. It is your responsibility to understand the treatment of any proposed transaction under the Code by checking the definitions found in Appendix I. You are encouraged to consult with a Compliance Officer if you have any question as to the status of a particular instrument under the Code.

Personal Real Estate Investment Transactions (as defined in Appendix II) that constitute Private Placements are Personal Securities Transactions that are subject to the Code, and must be pre-cleared and receive prior approval in accordance with Section III.C.

You can pre-clear and receive approval for your transaction by the following two-step process:

Step 1: To pre-clear a transaction, you must input the details of the proposed transaction into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions.

Step 2: You will receive notification as to whether your proposed transaction is approved or denied. If your proposed transaction is approved, the approval is valid only for the day on which the approval was granted and the following business day, unless otherwise indicated in the approval confirmation or unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the pre-clearance process prior to undertaking the transaction.

Generally, certain types of transactions, such as purchases or sales of government securities, open-end mutual funds, and interval funds, do not require pre-clearance and approval. See Sections III.C.2. and III.C.3. of the Code for specific guidance.

However, Portfolio Persons (see Appendix I) are subject to more restrictive pre-clearance requirements, which are set forth in Section III.C.2.a.


CODE OF ETHICS		November 22, 2021		2

BLACK-OUT PERIODS FOR PORTFOLIO PERSONS

Employees classified as Portfolio Persons are prohibited from executing certain transactions during black-out periods, as defined below:

•	Purchases or sales prior to, and including, seven calendar days before a Client transaction in the same Financial Instrument or any Related Financial Instrument (each as defined in Appendix I)

•	Purchases or sales within three calendar days following a Client transaction in the same Financial Instrument or any Related Financial Instrument

CIRCUMSTANCES THAT MAY RESTRICT YOUR PERSONAL SECURITIES TRANSACTIONS:

•	When there are pending Client orders in the same Financial Instrument or a Related Financial Instrument

•	Black-out periods in closed-end funds advised or sub-advised by PIMCO

•	Section 16 holding periods

•	Investments in:

Initial Public Offerings (with certain exemptions for fixed income and other securities)

Special Purpose Acquisition Companies (SPACs)

Private Placements and hedge funds

Securities issued by Allianz SE

Securities on PIMCO’s Restricted Securities List

The Code has other requirements that may restrict your personal securities transactions in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask a Compliance Officer.

PIMCO CODE OF ETHICS

I.	INTRODUCTION

This Code of Ethics (“Code”) sets out standards of conduct to help PIMCO’s directors, officers and employees (each, an “Employee” and collectively, “Employees”)¹ avoid potential conflicts that may arise from their Personal Securities Transactions and outside business activities. You must read and understand this Code. Compliance can assist you with any questions.

II.

YOUR FUNDAMENTAL RESPONSIBILITIES

PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:

•	You have a duty to place the interests of Clients first

•	You must avoid any actual or potential conflict of interest

•	You must not take inappropriate advantage of your position at PIMCO

•	You must comply with all applicable Securities and Commodities Laws

If you violate this Code or its associated policies and procedures, PIMCO may impose disciplinary action against you, including full or partial disgorgement of profits, a reduction in discretionary compensation,

¹ Employees also include certain employees of PIMCO Investments and employees designated as dual-personnel of Gurtin Municipal Bond Management (“Gurtin Dual-Personnel”). For the avoidance of doubt, Gurtin Dual-Personnel are subject to the Code of Ethics in their capacity as both PIMCO employees and Gurtin Dual-Personnel. Additionally, employees of certain non-U.S. affiliates of PIMCO are known as “Associated Persons.” Associated Persons are subject to the respective Code of Ethics of the affiliate with which they are employed.


CODE OF ETHICS		November 22, 2021		3

censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation.

III.

PERSONAL INVESTMENTS

In General

In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. In addition, any excessive or inappropriate trading that, in PIMCO’s view, interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. This Code covers the personal investments of all Employees and their Immediate Family Members (see Appendix I). Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.

Prohibition on Short-Term Trading (“30 Calendar Day Rule”)

Employees are prohibited from engaging in short-term trading strategies for their own accounts. Unless specifically exempted under this Code, a short term trade is any purchase followed by a sell, or any sell followed by a purchase, of the same Financial Instrument within 30 calendar days.

This prohibition applies on a last in, first out basis: 1) even if the purchase and sell transactions occur in different accounts; 2) regardless of any designated tax lots associated with the purchase or sell transaction; and 3) only to Financial Instruments that require pre-clearance under the Section III.C. of the Code.

The date of the first transaction is considered day one, and Employees may not execute a transaction in the opposite direction until day 31. Employees will absorb any losses and will be instructed to disgorge any profits associated with short term trades in any Financial Instrument that requires pre-clearance. Compliance will calculate profits based on any or all opposite way transactions that occur within a 30 calendar day period, even if the transactions result in realized losses in one or more individual account(s). Transaction costs and potential tax liabilities will not be included in the profit calculations. Compliance also may instruct the employee to reverse a transaction that violates the 30 Calendar Rule.

Profits from such trades must be disgorged as required by a Compliance Officer.

Note, an Option transaction with an expiration date within the 30 calendar days, as described above, of the initial purchase or sale date is also prohibited. Options must have an expiration date that is at least 31 days from the initial purchase or sale date.

See the Appendix for specific guidance on options trading with regards to pre-clearance and the 30 Calendar Day Rule.

Notwithstanding the foregoing, disgorgement will not be required for transactions in which the calculated profit is less than $25.

The following transactions are exempt from the 30 Calendar Day Rule:

Transactions that are exempt from the pre-clearance and approval requirement as provided in Sections III.C.2. and III.C.3. of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined in those Sections). For purposes of this exclusion, although Portfolio Persons must observe the pre-clearance requirements specified in Section II.C.2.a., Portfolio Persons’ transactions in direct obligations of the U.S. or non-U.S. Government are excluded from the 30 Calendar Day Rule.

Transactions that ‘roll forward’ Options or Futures, i.e., the simultaneous closing and opening of Options or Futures contracts solely to extend the expiration or maturity of the initial position to the month


CODE OF ETHICS		November 22, 2021		4

immediately following such expiration or maturity, but that otherwise maintain the economic features (e.g., size and strike price) of the position.

When a transaction is rolled forward, day one for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of any subsequent roll forward transaction(s).

Note: Notwithstanding the exemption from the 30 Calendar Day Rule, transactions that roll forward Options or Futures positions are still subject to the applicable pre-clearance requirements of the Code.

Transactions in cash-equivalent ETFs provided permission is obtained from Compliance in advance.

Prior to transacting, all Employees must represent in their pre-clearance request that the transaction is not in contravention of the 30 Calendar Day Rule.

Pre-clearance and Approval of Personal Securities Transactions

You must pre-clear and receive prior approval for all Personal Securities Transactions unless the transaction is subject to an exemption under this Code.

The Pre-clearance and Approval Process described below applies to all Employees and their Immediate Family Members.

Pre-clearance and Approval Process

Pre-clearance and approval of Personal Securities Transactions helps PIMCO prevent certain investments that may conflict with Client trading activities or other regulatory requirements. Except as provided in Sections III.C.2. and III.C.3. below, you must pre-clear and receive prior approval for all Personal Securities Transactions by following the two-step process below:

The Pre-clearance and Approval Process is a two-step process:

Step 1: To pre-clear a transaction, you must input the details of the proposed transaction into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions. See Sections III.C.2. and III.C.3. for certain transactions that do not require pre-clearance and approval.

Step 2: You will receive notification as to whether your proposed transaction is approved or denied. If your proposed transaction is approved, the approval is valid only for the day on which the approval was granted and the following business day, unless otherwise indicated in the approval confirmation or unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your pre-clearance request changes, you must repeat the pre-clearance process prior to undertaking the transaction.

Note: If you place a Good-until-Canceled (“GTC”) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the pre-clearance process.

Transactions Excluded from the Pre-clearance and Approval Requirement (but still subject to the Reporting Requirements)

Except as otherwise provided below, you are not required to pre-clear and receive prior approval for the


CODE OF ETHICS		November 22, 2021		5

following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V. of this Code for these transactions (each, an “Exempt Reportable Transaction”):

Purchases² or sales of direct obligations of the U.S. Government or any other national government . However, if you are a Portfolio Person, as defined in the Code, you are required to pre-clear and receive prior approval for purchases and sales of direct obligations of the U.S. Government or any other national government except as set forth in Section III.C.3.f. below;

The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, a non-volitional assignment or call pursuant to an options contract (voluntary corporate actions require pre-clearance);

Transactions in open-end mutual funds or interval funds (including those held through a variable insurance product account) managed or sub-advised by PIMCO or an Allianz affiliated entity (in other words, transactions in funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be pre-cleared).

Similarly, direct investments in open-end mutual funds or interval funds managed or sub-advised by PIMCO or an Allianz affiliated entity that are held within a qualified tuition program sponsored by a state, state agency or educational institution and authorized by Internal Revenue Code Section 529 (also known as a 529 Plan) must be reported but do not need to be pre-cleared. Further, investments in an Allianz 529 Plan must also be reported, even if such account does not hold PIMCO or Allianz affiliated funds. The Compliance department has access to information on your holdings in PIMCO private funds and open-end mutual funds in your PIMCO/Allianz 401(k). However, your personal accounts including PCRA, deferred compensation plans, Fund Invest and Allianz Employee Stock Purchase Plan must be disclosed via the Compliance Portal;

Transactions in any Non-Discretionary Account for which you and your Immediate Family Member(s): (i) do not exercise investment discretion; (ii) do not receive notice of specific transactions prior to execution; and (iii) otherwise have no direct or indirect influence or control. You must still disclose the account and complete a managed account certification in Compliance Portal.

Transactions pursuant to an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, except that any transaction overriding the Automatic Investment Plan’s predetermined schedule and allocation must be pre-cleared and approved. Notwithstanding the foregoing, an employee may make adjustments to the future percentage investment allocations in the Allianz employee stock purchase plan without pre-clearance.

Employee/Immediate Family Member directed sales from an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, are subject to pre-clearance; and

Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account.

It is important to remember that transactions in Closed-End Funds and ETFs are subject to the pre-clearance and blackout period requirements.

²	See Section III.C.3.f. for certain additional exemptions.


CODE OF ETHICS		November 22, 2021		6

Transactions Excluded from the Pre-clearance and Approval Requirement and Reporting Requirements

All Personal Securities Transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following Personal Securities Transactions are exempt from the pre-clearance, approval, and reporting requirements provided in Sections III.C and V. of the Code (each, an “Exempt Transaction”):

Purchases or sales of bank certificates of deposit (“CDs”), bankers acceptances, commercial paper and other high quality, non-sovereign short-term debt instruments (with an original maturity of less than one year), including repurchase agreements;

Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan;

Purchases/sales of physical currencies or physical commodities not for investment purposes;³

Purchases or sales of open-end mutual funds or interval funds (including those held through a variable insurance product direct account or a 529 Plan account) that are not managed or sub-advised by PIMCO or an Allianz affiliated entity

Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity; and

Purchases of direct obligations of the U.S. Government where such transactions are effected via non-competitive bid or of U.S. savings bonds through the U.S. Department of the Treasury’s TreasuryDirect system.

D.	Additional Requirements Applicable to Portfolio Persons

If you are a “Portfolio Person” (see Appendix I) with respect to a Client transaction, you are subject to the blackout periods listed below. Note that transactions that do not require pre-clearance under Sections III.C.2. and III.C.3. of the Code are not subject to these blackout periods. Regardless of whether you are required to pre-clear your transaction, you must not take inappropriate advantage of your position as a Portfolio Person in violation of the Code.

Purchases and sales seven calendar days prior to a Client transaction

A Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days before transacting in the same Financial Instrument or a Related Financial Instrument for a Client. Similarly, a Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days if the Portfolio Person knows of another Portfolio Person’s intention to transact in the same Financial Instrument for a Client. Thus, if you personally transact within seven calendar days (inclusive) of a Client transaction in the same or Related Financial Instrument, your personal securities transaction will be considered a violation of the Code of Ethics unless the Client transaction was directed by someone else without your knowledge or you disclose to Compliance that you are aware of a pending firm transaction, and a Compliance Officer approves your personal securities transaction outside of the Compliance Portal.

Specific conditions for research analysts

A research analyst may not transact in the same Financial Instrument, any other Financial Instrument

For the avoidance of doubt, direct purchases/sales of Cryptocurrencies are not “Personal Securities Transactions” (as defined in Appendix I) and thus are not subject to the pre-clearance and reporting requirements, except as noted in Appendix IV for Cryptocurrency Portfolio Persons. However, Derivatives on and indirect investments in Cryptocurrencies are “Personal Securities Transactions” and are subject to the pre-clearance and reporting requirements.


CODE OF ETHICS		November 22, 2021		7

issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analyst’s own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument from a Managing Director supervisor and a Compliance Officer.

Purchases and sales within three calendar days following a Client transaction

A Portfolio Person may not transact in a Financial Instrument within three calendar days after (i) transacting in the same Financial Instrument or a Related Financial Instrument for a Client; or (ii) a Client’s transaction in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person knows that another Portfolio Person has transacted in such Financial Instrument or a Related Financial Instrument for a Client.

Specific provisions for Real Estate Portfolio Persons with respect to PIMCO advised private funds that invest in real estate⁴

Real Estate Portfolio Persons must report Personal Real Estate Investment Transactions⁵ and pre-clear and receive prior approval of certain Personal Real Estate Investment Transactions.

Please refer to Appendix II for a discussion of the pre-clearance and reporting requirements for Personal Real Estate Investment Transactions.

Please note that Personal Real Estate Investment Transactions that constitute Private Placements are Personal Securities Transactions and must be pre-cleared and receive prior approval in accordance with Section III.C of the Code.

Prior to transacting, Portfolio Persons must represent in their pre-clearance request that they are not aware of any pending transactions or proposed transactions in the next seven calendar days in the same Financial Instrument or a Related Financial Instrument for any Client. Please consider the timing of your personal transactions carefully.

Circumstances that May Restrict Your Trading

If your Personal Securities Transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:

Pending Orders

If the gross aggregate market value exposure of your transaction in the Financial Instrument requiring pre-clearance over a 30 calendar day period across all your Personal Securities Accounts exceeds $25,000 and (i) the Financial Instrument or a Related Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order in the Financial Instrument or a Related Financial Instrument, then you CANNOT trade the Financial Instrument or any Related Financial Instrument on the same day and your pre-clearance request will be denied. This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under “III.D. Additional Requirements Applicable to Portfolio Persons”).

As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer,

⁴	For purposes of this clause 3 and Appendix II, the term Financial Instrument as it applies to Personal Securities Transactions of Portfolio Persons shall include Real Estate Investment Transactions.

⁵	See Appendix II for definition of Real Estate Portfolio Person and Personal Real Estate Investment Transactions.


CODE OF ETHICS		November 22, 2021		8

and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500^® Index”) will be permitted (subject to any other applicable requirements of the Code, such as the pre-clearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.

Transactions that ‘roll forward’ Futures contracts or Options on Futures contracts may be approved. Such a roll is considered to be the simultaneous closing and opening of Futures or Options on Futures solely to extend the expiration or maturity of the previous position to the next available contract period immediately following such expiration or maturity, but that otherwise maintains the same economic features (e.g., size and strike price) of the position.

Initial Public Offerings, SPACs, Private Placements and Investments in Hedge Funds

As a general matter, you should expect that pre-clearance requests involving Initial Public Offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) and SPACs will be denied. Proposed transactions in private placements, or hedge funds will be reviewed by the Compliance Officer and subject to a number of criteria, including whether the investment opportunity should be reserved for Clients.

Allianz SE Investments

You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is accessible through the PIMCO Intranet.

Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO

You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is accessible through the PIMCO Intranet.

Trade Restricted Securities List

The Legal and Compliance department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted Securities List will be denied.

Section 16 Holding Periods

If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or sub-advised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult a Compliance Officer for more information.

Excessive Trading and Market Timing of Mutual Fund Shares.

The issue of excessive trading and market timing by mutual fund shareholders is serious and not unique to PIMCO. You are subject to the terms and restrictions of an open-end mutual fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end mutual fund that is inconsistent with the prospectus of that fund.

Your Actions are Subject to Review by a Compliance Officer and Your Supervisor

The Compliance Officer may undertake such investigation as he or she considers necessary to determine if


CODE OF ETHICS		November 22, 2021		9

your proposed transaction complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.

In addition to the Compliance Officer, your supervisor may, unless restricted by relevant regulations, review your personal trading activity on a periodic or more frequent basis. This individual will work with the Compliance Officer on any such reviews.

Consequences for Violations of this Code

If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, a reduction in discretionary performance compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.

PIMCO’s General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose, in consultation with an employee’s supervisor and other relevant parties, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel or Compliance Officer, in consultation with an employee’s supervisor and other relevant parties, may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

IV.	YOUR ONGOING OBLIGATIONS UNDER THIS CODE

This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.

Insider Trading

The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading while in possession of material, non-public information (“MNPI”) received from any source or communicating this information to others.⁶ If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy. Any violation of PIMCO’s MNPI Policy may result in penalties that could include termination of employment with PIMCO.

Compliance with Securities and Commodities Laws

You must comply with all applicable Securities and Commodities Laws.

Duty to Report Violations of this Code

You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employee’s. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.

Right to Communicate Directly with Governmental, Regulatory or Self-Regulatory Bodies

⁶

As described in Section III.C.2, purchases or sales of open-end mutual funds and interval funds managed or sub-advised by PIMCO are exempt from the pre-clearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund or interval fund advised or sub-advised by PIMCO or its affiliates. Non-public information regarding a mutual fund or interval fund is MNPI if such information could materially impact the fund’s net asset value.


CODE OF ETHICS		November 22, 2021		10

This Code will not be interpreted or applied in any manner that would violate any PIMCO employee’s legal rights as an employee under applicable law. For example, nothing in this Code or Appendices attached hereto prohibits or in any way restricts any PIMCO employee from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization or making other disclosures that are protected under applicable law or regulations of the Securities and Exchange Commission or any other governmental or regulatory body or self-regulatory organization. A PIMCO employee does not need prior PIMCO authorization before taking any such action and a PIMCO employee is not required to inform PIMCO if he or she chooses to take such action.

V.	YOUR REPORTING REQUIREMENTS

On-Line Certification of Receipt and Quarterly Compliance Certification

You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter, unless otherwise approved by a Compliance Officer.

Reports of Securities Holdings

You and your Immediate Family Members must report all your Personal Securities Accounts and all transactions in your Personal Securities Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Securities Accounts and transactions and to allow the Compliance department to access all Personal Securities Account information. You will also be required to certify on a quarterly basis that you have reported all of your Personal Securities Accounts to Compliance via the personal trading system (accessible through the PIMCO Intranet). Required certifications must be completed within 30 calendar days following the end of the quarter.

Approved Brokers

You and your Immediate Family Members must maintain your Personal Securities Accounts with an Approved Broker. The list of Approved Brokers is accessible through the PIMCO Intranet or a Compliance Officer.

If you maintain a Personal Securities Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time, unless otherwise granted an exemption by a Compliance Officer. Upon opening a Personal Securities Account at an Approved Broker, Employees are required to disclose the Personal Securities Account to Compliance via the personal trading system (accessible through the PIMCO Intranet). By maintaining your Personal Securities Account with one or more of the Approved Brokers, you and your Immediate Family Member’s quarterly and annual transaction summaries will be sent directly to the Compliance department for review.

Initial Holdings Report

Within ten calendar days of becoming an Employee, you must submit via the personal trading system (accessible through the PIMCO Intranet) an Initial Report of Personal Securities Accounts and all holdings in Financial Instruments except Exempt Transactions. This includes all holdings in Private Placements, such as private equity and hedge fund investments. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Securities Accounts and all holdings in Financial Instruments.


CODE OF ETHICS		November 22, 2021		11

Quarterly and Annual Holdings Report

If you maintain (i) Personal Securities Accounts with broker-dealers that are not on the list of Approved Brokers, or (ii) a Beneficial Interest in Financial Instruments not held in a Personal Securities Account, please contact the Compliance Officer to arrange for providing quarterly and annual reports within 30 days following quarter end.

Changes in Your Immediate Family Members

You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Securities Accounts for which you have reporting or other responsibilities.

VI.	COMPLIANCE DEPARTMENT RESPONSIBILITIES

Authority to Grant Waivers of the Requirements of this Code

The Compliance Officer, in consultation with PIMCO’s General Counsel or his or her designee, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises

PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCO’s last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.

Maintenance of Records

The Compliance Officer will keep all records maintained at PIMCO’s primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Securities Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all pre-clearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.

VII.	ACTIVITIES OUTSIDE OF PIMCO

Approval of Activities Outside of PIMCO

You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a


CODE OF ETHICS		November 22, 2021		12

fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.

Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.

Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or Non-Profit Organization) must also have been reviewed or approved by PIMCO’s General Counsel or other designated person.

PIMCO’s General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Other factors that may be considered include any remuneration received or proposed to be received as part of the activity, whether the activity or expected time spent is consistent with your duties to PIMCO and its Clients, and any other factors deemed relevant. PIMCO’s General Counsel or other designated person may also stipulate that approval of your participation in the outside activity is subject to specified conditions. Requests to serve on the board of a publicly traded entity will generally be denied.

Regardless of the outcome of PIMCO’s review of your participation in any proposed outside activity, you may not, directly or indirectly, publicly suggest, claim or imply that PIMCO is associated with or in any way approves the activity.

VIII.

TEMPORARY EMPLOYEES

Temporary Employees that are classified as Contingent Workforce are considered “Employees” for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account. It is the Temporary Employee’s responsibility to understand the applicability of the Code (including any exemptions) based on the specific facts and circumstances of the employee’s role, responsibilities and access to information.


CODE OF ETHICS		November 22, 2021		13

APPENDIX I

Glossary

The following definitions apply to the capitalized terms used in this Code:

Applicable Cryptocurrency – means any Cryptocurrency currently traded by PIMCO on behalf of clients.

Approved Broker – means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is accessible through the PIMCO Intranet or can be obtained from the Compliance Officer.

Associated Persons – means an employee of PIMCO LLC’s non-U.S. affiliates. Associated Persons are subject to the respective Code of Ethics of the non-U.S. affiliate with whom they are employed, which are, in relevant part, substantially the same as this Code. Associated Persons are subject to the oversight and supervision of PIMCO LLC.

Automatic Investment Plan – means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Interest – means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest. A pecuniary interest (thus, Beneficial Interest) may arise with respect to any Financial Instrument including without limitation those (such as private equity and hedge fund investments) obtained through Private Placements.

Cryptocurrency Account – solely for the purposes of the Cryptocurrency Portfolio Person addendum, means any Personal Securities Account that holds or is expected to hold Applicable Cryptocurrency.

Cryptocurrency Portfolio Person – means any person who directly supports or directs trading in Applicable Cryptocurrency on behalf of PIMCO clients.

Business Organization – means an entity formed for the purpose of carrying on a commercial enterprise and/or to achieve certain commercial goals. It may take the form a sole proprietorship, partnership, limited liability company, corporation or other structure.

Client – means any person or entity to which PIMCO provides investment advisory services.

Contingent Workforce – means individuals subject to provisional work agreements which may include temporary contract workers, independent contractors or independent consultants.

Cryptocurrency – means any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a Security or otherwise characterized as a security under the relevant law.

Derivative – means (1) any Futures (as defined below); and (2) a forward contract, a “swap”, a “cap”, a “collar”, a


CODE OF ETHICS		November 22, 2021		14

“floor” and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of “Security”). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee. For avoidance of doubt, a derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of the Code.

Financial Instrument – means a Security, Derivative, commodity or currency as investment, but does not include Cryptocurrencies. For the avoidance of doubt, futures contracts on Cryptocurrencies are “Financial Instruments” for purposes of the Code.

Futures – means a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange.

Immediate Family Member of an Employee – means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the Employee (which does not include temporary house guests) that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.

Initial Public Offering – means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Non-Discretionary Account – means any account managed by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercises investment discretion; (2) receives notice of specific transactions prior to execution; and (3) has direct or indirect influence or control over the account.

Non-Profit Organization – means an organization (generally tax-exempt) that serves the public interest. In general, the purpose of this type of organization must be charitable, educational, scientific, religious or literary. A nonprofit organization is often dedicated to furthering a particular social cause or advocating for a particular point of view.

Personal Securities Account – means (1) any account (including any custody account, safekeeping account, retirement account such as an IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Securities Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term “Personal Securities Accounts” also includes, among others:

(i)	Trusts for which the Employee acts as trustee, executor or custodian;

(ii)	Accounts of or for the benefit of a person who receives financial support from the Employee;

(iii)

Accounts of or for the benefit of an Immediate Family Member; and

(iv)	Accounts in which the Employee is a joint owner or has trading authority.

For the avoidance of doubt, the term “Personal Securities Account” does not include: (1) an account on the U.S. Department of the Treasury’s TreasuryDirect system, so long as the securities purchased through and/or held in such account may only be, or were, purchased through a non-competitive bid process; or (2) any account with direct holdings of Cryptocurrencies. For avoidance of doubt, an account that holds Derivatives on Cryptocurrencies would constitute a “Personal Securities Account” for purposes of the Code, and is subject to the


CODE OF ETHICS		November 22, 2021		15

requirements of Section V.B above.

Personal Securities Transaction – means transactions in Securities (whether publicly offered or a Private Placement), Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in a Cryptocurrency, except for Cryptocurrency Portfolio Persons as noted in Appendix IV. For the avoidance of doubt, “Personal Securities Transaction” includes Derivatives on a Cryptocurrency.

PIMCO – means “Pacific Investment Management Company LLC”.

PIMCO Investments – means “PIMCO Investments LLC”.

Portfolio Person – means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio manager’s investment decisions. Members of Portfolio Risk Management, and Economists are also considered to be Portfolio Persons. Generally, a Portfolio Person with respect to a Client transaction includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.

Private Placement – means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.

Related Financial Instrument – means any Derivative directly tied to the same underlying Financial Instrument, including, but not limited to, any swap, option or warrant to purchase or sell that same underlying Financial Instrument, and any Derivative convertible into or exchangeable for that same underlying Financial Instrument. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.

Securities and Commodities Laws – means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.

Security – means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract (e.g., investment in a business), voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security, (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest of instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

Compliance Portal – means PIMCO’s proprietary employee trading pre-clearance system.


CODE OF ETHICS		November 22, 2021		16

APPENDIX II

PIMCO-advised private funds and accounts make investments in real estate.

Real Estate Portfolio Persons must generally pre-clear and receive prior approval from the Compliance Officer for Personal Real Estate Investment Transactions like other Personal Securities Transactions.

Real Estate Portfolio Person – means a Portfolio Person, or any other Employee designated by a Compliance Officer, with respect to PIMCO advised private funds that executes Real Estate Investment Transactions.

Real Estate Investment Transactions – means transactions involving real estate (such as, without limitation, purchases, sales, financings or other forms of investments in office, multifamily, retail, commercial, industrial or hospitality properties or interest in real estate services or service providers), either directly or through investments in funds (other than registered investment companies or publicly traded Securities that are otherwise subject to the Code of Ethics), joint ventures, partnerships, limited liability companies, mortgage or mezzanine loans or other Securities (other than publicly traded Securities that are otherwise subject to the Code of Ethics).

Personal Real Estate Investment Transactions – means Real Estate Investment Transactions for investment purposes.

Indirect investments (e.g., real estate funds or partnerships) may also be subject to pre-clearance as Private Placements under the Code of Ethics. Like other types of personal investments, you are required to report Personal Real Estate Investment Transactions on a quarterly basis.

Notwithstanding the above:

•

Transactions involving residential properties owned for personal use (such as a primary residence or a vacation home), as well as loans, advances or gifts to Immediate Family Members to assist in their purchase or maintenance of such properties, are not subject to pre-clearance or the reporting requirements.

•

Transactions involving one- to four-unit residential properties purchased for investment purposes are not subject to pre-clearance, so long as such transaction would not (i) constitute a Security (e.g., an interest in an entity of which you are not the general partner, managing member or equivalent), or (ii) violate any of your responsibilities under the Code of Ethics. Such transactions are subject to the reporting requirements, however.

Trades of Securities or instruments that are identified by a ticker, CUSIP, ISIN or Sedol must be pre-cleared using Compliance Portal (accessible through the PIMCO Intranet).

The Code of Ethics requires you to avoid conflicts of interest related to personal investments, including Personal Real Estate Investment Transactions. You are expected to avoid any investment, interest or association which interferes or might interfere with your independent exercise of judgment in the best interest of PIMCO and its Clients, including funds advised by PIMCO. Disclosure of personal or other circumstances constituting a conflict of interest should be reported to the Compliance Officer.


CODE OF ETHICS		November 22, 2021		17

APPENDIX III

See the below for specific guidance on options trading with regards to pre-clearance and the 30 Calendar Day Rule.


Option Trading	Pre-clearance Required	Subject to Short Term Trading Restriction (“30 Calendar Day Rule”)
Purchasing/Selling an Option	Yes	Yes The option’s expiration date must be greater than 30 days from the date of the option transaction. An options contract cannot be bought and sold, or sold and bought, within 30 calendar days. For avoidance of doubt, employees may trade a different options contract (i.e., different expiration or strike) within 30 calendar days.

Involuntary Option Assignment/Exercise of Existing Option Position	No Purchase or sale of underlying Security not directed by the Employee	No The acquisition/disposition of a security resulting from an existing option position via an involuntary assignment/exercise is not subject to the 30 Calendar Day Rule

Directing an Option Exercise of Existing Options Position	Yes To exercise an option, the purchase or sale of the underlying security must be pre-cleared before directing the option exercise	Yes After the receipt or disposal of the underlying security due to a directed option exercise, employees are prohibited from executing an opposite way transaction in the underlying security for 30 calendar days

Rolling an Option on a Future⁷ (see section III.B.2.)	Yes Pre-clearance of both legs of the transaction is required to roll the option	No The same option on a futures contract bought and sold, or sold and bought within 30 days to roll the exposure is not subject to the 30 Calendar Day Rule

Rolling an Option on All Other Underlying Securities	Yes Pre-clearance of both legs of the transaction is required to roll the option	Yes Other options are not allowed to roll within 30 calendar days (i.e., they are subject to the 30 Calendar Day Rule)

⁷	For the avoidance of doubt, futures are allowed to be rolled within 30 calendar days.


CODE OF ETHICS		November 22, 2021		18

APPENDIX IV

Cryptocurrency Portfolio Person Requirements

PIMCO has established special requirements that apply to Cryptocurrency Portfolio Persons, defined as employees who directly support or direct trading in Applicable Cryptocurrency on behalf of PIMCO clients. Cryptocurrency Portfolio Persons must:

•	Report all Cryptocurrency Accounts within the Compliance Portal and provide quarterly and annual statements of transactions and holdings reports to Compliance within 30 calendar days following each quarter end

For the avoidance of doubt, each Cryptocurrency Portfolio Person must ensure that all Cryptocurrency Accounts are held with a provider that can generate a transactions history report for submission to Compliance

•	Pre-clear all Applicable Cryptocurrency transactions (including purchases, sales, and conversions between a Applicable Cryptocurrency and another asset) within the Compliance Portal

•	Applicable Cryptocurrency transactions executed in an opposite way within 30-calendar days are prohibited (purchase and sale, sale and purchase, or equivalent conversions); see Section III.B. for further details regarding the short-term trading prohibition

Note that the short-term trading prohibition applies even if the purchase/sale/conversion transactions occur in different Cryptocurrency Accounts

•	Not transact in Applicable Cryptocurrency: (i) seven calendar days prior to, (ii) three calendar days after, or (iii) the same day of, in each case, a PIMCO client trade in Applicable Cryptocurrency; see Section III.D. for further details regarding the blackout period prohibition


CODE OF ETHICS		November 22, 2021		19

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Restriction Applicable to
Cryptocurrency Portfolio Persons

Applicable Cryptocurrency

Report Cryptocurrency Accounts

Pre-clear Transactions

30-Calendar Day Rule

Blackout Period