Form 485BPOS PIMCO VARIABLE INSURANCE

Form 485BPOS PIMCO VARIABLE INSURANCE

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April 29, 2022 6:58 AM EDT

AMENDED AND RESTATED SUPERVISION AND ADMINISTRATION AGREEMENT

AMENDED AND RESTATED SUPERVISION AND ADMINISTRATION AGREEMENT, made this 31^st day of August, 2021, between PIMCO Variable Insurance Trust (the “Trust”), a Delaware statutory trust, and Pacific Investment Management Company LLC (the “Administrator” or “PIMCO”), a Delaware limited liability company.

WHEREAS, the Trust is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trust is authorized to issue shares of beneficial interest (“Shares”) in separate series, which are listed in the attached Appendix A (as amended from time to time), with each such series representing interests in a separate portfolio of securities and other assets; and each series of the Trust issues its Shares in one or more classes, with each class representing interests in the same portfolio of securities and other assets; and

WHEREAS, the Trust desires to retain the Administrator to render supervisory and administrative services hereunder with respect to the series listed on Schedule A, together with any other series subsequently established by the Trust, and with respect to which the Administrator is willing to do so, being herein collectively referred to also as the “Portfolios”; and

WHEREAS, pursuant to an Amended and Restated Investment Advisory Contract dated February 23, 2009, as amended and supplemented from time to time, between the Trust and PIMCO (“Investment Advisory Contract”), the Trust has retained PIMCO to provide investment advisory services with respect to the Portfolios in the manner and on the terms set forth therein; and

WHEREAS, the Trust wishes to retain PIMCO to provide or procure supervisory and administrative and other services to the Trust with respect to the Portfolios in the manner and on the terms hereinafter set forth; and

WHEREAS, PIMCO is willing to furnish supervisory and administrative services and/or to arrange for such services in the manner and on the terms hereinafter set forth; and

WHEREAS, the Trust and PIMCO have determined to amend and restate this Agreement to remove provisions prohibiting certain Portfolios from bearing certain fees and expenses,

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. Appointment. The Trust hereby appoints PIMCO as the Administrator to provide or procure the supervisory and administrative and other services with respect to the Portfolios and Subsidiaries for the period and on the terms set forth in this Agreement, as supplemented from time to time. The Administrator accepts such appointment and agrees during

such period to render or procure the services herein set forth for the compensation herein provided.

In the event the Trust establishes and designates additional series with respect to which it desires to retain the Administrator to render or procure supervisory and administrative and other services hereunder, it shall notify the Administrator in writing. If the Administrator is willing to render or procure such services it shall notify the Trust in writing, whereupon such additional series shall become a Portfolio hereunder. For the avoidance of doubt, to the extent any such current or future Portfolio establishes a Subsidiary, this Agreement shall apply to such Subsidiary upon such Portfolio becoming a Portfolio hereunder.

2. Duties. Subject to the general supervision of the Board of Trustees, the Administrator shall provide or cause to be furnished all supervisory and administrative and other services reasonably necessary for the operation of the Portfolios and Subsidiaries other than the investment advisory services provided pursuant to the Investment Advisory Contract.

(a) Supervisory and Administrative Services. These services shall include the following:

(i) The Administrator shall supervise and coordinate matters relating to the operation of the Portfolios and Subsidiaries, including any necessary coordination among the investment adviser or advisers to the Portfolios, the custodian, transfer agent, dividend disbursing agent, and recordkeeping agent (including pricing and valuation of the Portfolios), insurance companies, accountants, attorneys, and other parties performing services or operational functions for the Portfolios or Subsidiaries. In connection with the supervision of the pricing and valuation of the Portfolios, the Administrator shall establish such systems and procedures as are necessary to carry out this function, including systems and procedures relating to defaulted securities; forensic reporting and monitoring of securities and derivatives pricing, including checks and balances against internal models and external pricing services; tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event the custodian cannot produce a net asset value for Shares of a Portfolio.

(ii) The Administrator shall provide the Portfolios, at the Administrator’s expense, with adequate personnel, office space, communications facilities, and other facilities necessary for the effective administration of the Portfolios as contemplated in this Agreement as well as provide the Portfolios, at the Administrator’s expense, with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to ensure compliance with federal securities laws, state insurance laws and other applicable laws.

(iii) The Administrator shall maintain or supervise the maintenance by third parties of such books and records of the Trust and the Portfolios as may be

required by applicable federal or state law, other than the records and ledgers maintained under the Investment Advisory Contract.

(iv) The Administrator shall prepare or supervise the preparation by third parties of all federal, state, local, and foreign tax returns and reports of the Portfolios required by applicable law.

(v) The Administrator shall prepare, file, and arrange for the distribution of proxy materials and periodic reports to shareholders of the Portfolios or other appropriate parties as required by applicable law.

(vi) The Administrator shall prepare and arrange for the filing of such registration statements and other documents with the SEC and other federal and state or other regulatory authorities as may be required to register the Shares of the Portfolios and qualify the Trust to do business or as otherwise required by applicable law. The Administrator shall maintain registration of the Portfolios’ Shares in such other jurisdictions as it deems necessary and appropriate. The Administrator shall maintain a review and certification program and internal controls and procedures in accordance with relevant provisions of the Sarbanes Oxley Act of 2002 as applicable to registered investment companies. The Administrator shall maintain systems necessary to provide or procure required disclosure in the Portfolios’ registration statements, shareholder reports, proxy statements, and similar regulatory documents, and Portfolio proxy voting information.

(vii) The Administrator shall take such other action with respect to the Portfolios and Subsidiaries as may be required by applicable law, including without limitation the rules and regulations of the SEC, the Commodity Futures Trading Commission, state securities and insurance commissions and other governmental and regulatory agencies. Such actions shall include, but are not limited to: establishment and maintenance of a compliance program in accordance with Rule 38a-1 under the 1940 Act, support of the Portfolios’ Chief Compliance Officer, and systems and procedures necessary to effectuate the compliance program, as well as maintenance of a vendor management program designed to manage the risks of the service provider relationships entered into by the Portfolios and Subsidiaries, or by the Administrator on their behalf.

(viii) The Administrator shall provide the Portfolios with administrative services to shareholders, as necessary, shareholder transaction processing; the provision of certain statistical information and performance of the Portfolios; a web servicing platform and internet website; access by PIMCO representatives to databases to assist with shareholder inquiries and reports; maintenance of privacy protection systems and procedures; oversight of anti-money laundering monitoring systems and procedures; anti-market timing monitoring systems and procedures, including implementation of shareholder information agreements under Rule 22c-2 under the 1940 Act and associated monitoring systems and procedures; and processing of client registration applications. Notwithstanding

the foregoing, the Administrator may procure or delegate provision of these services to third parties with respect to particular classes of the Portfolios or particular shareholders that have relationships with other financial intermediaries that perform similar services.

(b) Other Services. The Administrator shall also procure on behalf of the Trust and the Portfolios, and at the expense of the Administrator, the following persons to provide services to the Portfolios, to the extent necessary: (i) a custodian or custodians for the Portfolios to provide for the safekeeping of the Portfolios’ assets; (ii) a recordkeeping agent to maintain the portfolio accounting records for the Portfolios; (iii) a transfer agent for the Portfolios; and (iv) a dividend disbursing agent for the Portfolios. The Trust may be a party to any agreement with any of the persons referred to in this Section 2(b).

(c) Personnel. The Administrator shall also make its officers and employees available to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration of the Portfolios and Subsidiaries and services provided to the Portfolios under this Agreement.

(d) Standards; Reports. In performing these services, the Administrator:

(i) Shall conform with the 1940 Act and all rules and regulations thereunder, with all other applicable federal, state and foreign laws and regulations, with any applicable procedures adopted by the Trust’s Board of Trustees, and with the provisions of the Trust’s Registration Statement filed an Form N-1A as supplemented or amended from time to time.

(ii) Will make available to the Trust, promptly upon request, any of the Portfolios’ books and records as are maintained under this Agreement, and, upon request by the Trust, will furnish to regulatory authorities having the requisite authority any such books and records and any information or reports in connection with the Administrator’s services under this Agreement that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

(iii) Will regularly report to the Trust’s Board of Trustees on the services provided under this Agreement and will furnish the Trust’s Board of Trustees with respect to the Portfolios and Subsidiaries such periodic and special reports as the Trustees may reasonably request.

(iv) Will 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 Securities and Exchange Commission, as well as with any other applicable federal or state privacy laws and regulations, including but not limited to the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq.

3. Documentation. The Trust has delivered copies of each of the following documents to the Administrator and will deliver to it all future amendments and supplements thereto, if any:

(a) the Trust’s Registration Statement as filed with the SEC and any amendments thereto; and

(b) exhibits, powers of attorney, certificates and any and all other documents relating to or filed in connection with the Registration Statement described above.

4. Independent Contractor. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Trustees of the Trust from time to time, have no authority to act for or represent the Trust in any way or otherwise be deemed its agent.

5. Compensation. As compensation for the services rendered under this Agreement, the Trust shall pay to the Administrator a monthly fee, calculated as a percentage (on an annual basis) of the average daily value of the net assets of each of the Portfolios during the preceding month. The fee rates applicable to each class of a Portfolio shall be set forth in a schedule to this Agreement. The fees payable to the Administrator for all of the Portfolios shall be computed and accrued daily and paid monthly. If the Administrator shall serve for less than any whole month, the foregoing compensation shall be prorated.

6. Non-Exclusivity. It is understood that the services of the Administrator hereunder are not exclusive, and the Administrator shall be free to render similar services to other investment companies and other clients.

7. Expenses. During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its obligations under this Agreement, except such expenses as are assumed by the Portfolios under this Agreement, and any expenses that are paid under the terms of the Investment Advisory Contract. The Administrator assumes and shall pay for maintaining its staff and personnel and shall, at its own expense provide the equipment, office space, office supplies, and facilities necessary to perform its obligations under this Agreement, including, but not limited to, communications facilities, computer systems and applications, internet access, and a web servicing platform and internet website. In addition, the Administrator shall bear the following expenses under this Agreement:

(a) Expenses of all audits by Trust’s independent public accountants;

(b) Expenses of the Trust’s transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services;

(d) Expenses of obtaining quotations for calculating the value of each Portfolio’s net assets;

(e) Expenses of obtaining Portfolio Activity Reports for each Portfolio;

(f) Expenses of maintaining the Trust’s tax records;

(g) Costs and/or fees, including legal fees, incident to meetings of the Trust’s shareholders or of any contract owners with contract value allocated to the Trust, the preparation, printing and mailings of prospectuses, notices and proxy statements and reports of the Trust to its shareholders or other appropriate recipients, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence and qualification to do business, and the expenses of issuing, redeeming, registering and qualifying for sale, Shares with federal and state securities and/or insurance authorities;

(h) The Trust’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Delaware statutory trust registered as an open-end management investment company;

(i) Costs of printing certificates representing Shares of the Trust;

(j) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums;

(k) Association membership dues; and

(l) All expenses of supervising and administering the actual or potential operations of Subsidiaries, except for those expenses allocated by the Administrator to the Portfolios in good faith pursuant to the Trust’s Procedures for Incurrence of Fund Subsidiary Expenses.

The Trust shall bear the following expenses:

(a) Salaries and other compensation or expenses, including travel expenses, of any of the Trust’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Administrator or its subsidiaries or affiliates;

(b) Taxes and governmental fees, if any, levied against the Trust or any of its Portfolios;

(d) Costs, including the interest expenses, of borrowing money (including, but not limited to, costs related to tender option bond trusts formed by a Portfolio);

(e) Fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates;

(f) Extraordinary expenses, including extraordinary legal expenses, as may arise, including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto;

(g) Organizational and offering expenses of the Trust and the Portfolios, and any other expenses which are capitalized in accordance with generally accepted accounting principles;

(h) Any expenses allocated or allocable to a specific class of Shares; and

(i) All expenses of supervising and administering the actual or potential operations of Subsidiaries that are allocated by the Administrator to the Portfolios in good faith pursuant to the Trust’s Procedures for Incurrence of Fund Subsidiary Expenses.

8. Liability. The Administrator shall give the Trust the benefit of the Administrator’s best efforts in rendering services under this Agreement. The Administrator may rely on information reasonably believed by it to be accurate and reliable. As an inducement for the Administrator’s undertaking to render services under this Agreement, the Trust agrees that neither the Administrator nor its members, officers, directors, or employees shall be subject to any liability for, or any damages, expenses or losses incurred in connection with, any act or omission or mistake in judgment connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in performance of the Administrator’s duties, or by reason of reckless disregard of the Administrator’s obligations and duties under this Agreement. This provision shall govern only the liability to the Trust of the Administrator and that of its members, officers, directors, and employees, and shall in no way govern the liability to the Trust or the Administrator or provide a defense for any other person including persons that provide services for the Portfolios as described in Section 2(b) of this Agreement.

9. Term and Continuation. This Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one

year from such date, and shall continue thereafter on an annual basis with respect to each Portfolio provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the Board of Trustees of the Trust, or (b) by vote of a majority of the outstanding voting shares of the Portfolios, and provided continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the Trust, or PIMCO, cast in person at a meeting called for the purpose of voting on such approval.

This Agreement may be terminated:

(a) by the Trust at any time with respect to the services provided by the Administrator, by vote of a majority of the entire Board of Trustees of the Trust or by a vote of a majority of the outstanding voting shares of the Trust or, with respect to a particular Portfolio, by vote of a majority of the outstanding voting shares of such Portfolio, on 60 days’ written notice to the Administrator;

(b) at or after the expiration of the one-year period commencing the date of its effectiveness, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust.

10. Use of Name. It is understood that the name “Pacific Investment Management Company LLC” or “PIMCO” or any derivative thereof or logo associated with those names are the valuable property of PIMCO and its affiliates, and that the right of the Trust and/or the Portfolios to use such names (or derivatives or logos) shall be governed by the Investment Advisory Contract.

11. Notices. Notices of any kind to be given to the Administrator by the Trust shall be in writing and shall be duly given if mailed or delivered to the Administrator at 650 Newport Center Drive, Newport Beach, California 92660, or to such other address or to such individual as shall be specified by the Administrator. Notices of any kind to be given to the Trust by the Administrator shall be in writing and shall be duly given if mailed or delivered to 650 Newport Center Drive, Newport Beach, California 92660, or to such other address or to such individual as shall be specified by the Trust.

12. Trust Obligation. Notice is hereby given that the Agreement has been executed on behalf of the Trust by an officer of the Trust in his or her capacity as an officer and not individually. The obligations of this Agreement shall only be binding upon the assets and property of the Trust and shall not be binding upon any trustee, officer, or shareholder of the Trust individually.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

14. Miscellaneous. (a) This Agreement shall be governed by the laws of California, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any rule or order of the SEC thereunder.

(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. To the extent that any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise with regard to any party, hereunder, such provisions with respect to other parties hereto shall not be affected thereby.

(c) The captions in this Agreement are included for convenience only and in no way define any of the provisions hereof or otherwise affect their construction or effect.

(d) This Agreement may not be assigned by the Trust or the Administrator without the consent of the other party.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below on the day and year first above written.


PIMCO VARIABLE INSURANCE TRUST

By:
Title: Treasurer

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:
Title: Managing Director

APPENDIX A

(As of August 31, 2021)

Supervisory and Administrative Fee Rate (%)


Fund	Core Expenses¹	Other Expenses	Total
PIMCO All Asset Portfolio	0.10	0.15	0.25
PIMCO Balanced Allocation Portfolio	0.05	0.00	0.05
PIMCO CommodityRealReturn^® Strategy Portfolio	0.10	0.15	0.25
PIMCO Dynamic Bond Portfolio	0.10	0.20	0.30
PIMCO Emerging Markets Bond Portfolio	0.10	0.30	0.40
PIMCO Global Bond Opportunities Portfolio (Unhedged)	0.10	0.40	0.50
PIMCO Global Core Bond (Hedged) Portfolio	0.10	0.21	0.31
PIMCO Global Diversified Allocation Portfolio	0.10	0.30	0.40
PIMCO Global Managed Asset Allocation Portfolio	0.05	0.00	0.05
PIMCO High Yield Portfolio	0.10	0.25	0.35
PIMCO Income Portfolio	0.10	0.30	0.40
PIMCO International Bond Portfolio (U.S. Dollar-Hedged)	0.10	0.40	0.50
PIMCO International Bond Portfolio (Unhedged)	0.10	0.40	0.50
PIMCO Long-Term U.S. Government Portfolio	0.10	0.15	0.25
PIMCO Low Duration Portfolio	0.10	0.15	0.25
PIMCO Real Return Portfolio	0.10	0.15	0.25
PIMCO Short-Term Portfolio	0.10	0.10	0.20
PIMCO Total Return Portfolio	0.10	0.15	0.25

¹ Core Expenses include custody, portfolio accounting and tax preparation expenses.

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:

SERVICES AGREEMENT

FOR CLASS M SHARES OF PIMCO VARIABLE INSURANCE TRUST

This Agreement is made as of ___________, 20__, by and among PIMCO Investments LLC (“Distributor”) and [_____________] (the “Company”), a ______ life insurance company.

RECITALS

WHEREAS, PIMCO Variable Insurance Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust issues 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 Trust’s shares;

WHEREAS, the Trust issues shares of the Portfolios in separate classes of shares, one of which is designated the Class M shares;

WHEREAS, certain beneficial owners of the Trust’s 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, the Trust has adopted a Distribution and Servicing Plan (the “Plan”) pursuant to which Distributor, on behalf of the 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 Class M shares of a Portfolio, directly or indirectly; and

WHEREAS, Distributor, on behalf of the Trust and each Portfolio, desires that the Company provide, or arrange for the provision of, certain administrative, recordkeeping, and/or investor services with respect to Class M 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 the Company agree as follows:

1. Appointment. Distributor, on behalf of the Trust and each Portfolio, hereby authorizes the Company to provide certain administrative, recordkeeping and/or investor services to investors in the Class M shares of each Portfolio that are the clients, members, or customers of the Company. The appointment of the Company hereunder is

non-exclusive, and the Company recognizes and agrees that, from time to time, Distributor and/or the Trust (or their agents or affiliates) may enter into other agreements with the Company 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, the Company 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 Class M 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 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 Trust and its Portfolios and answering questions concerning the Trust and its 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 Trust may reasonably request to the extent the Company is permitted to do so under applicable statutes, rules or regulation.

3. Orders and Settlement. Orders submitted by the Company on behalf of investors shall be accepted or rejected by the 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 the Company’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 Trust, the Company and others.

4. Compliance with Laws. The Company agrees that:

(a) in performing its duties under this Agreement, the Company 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; and

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 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. The Company 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. The 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. The Company agrees to indemnify the Portfolios, the Trust and Distributor for any loss, injury, damage, expense or liability arising from or based upon any alleged or untrue statement or representations made by the Company other than statements contained in the Prospectus or sales literature authorized by the Trust or Distributor. This section shall survive termination of this Agreement.

Compensation. In consideration of the Company’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 the Company fees (“Service Fees”) at an annual rate of 0.20% (or such other amount as described in the Prospectus for Class M shares of a Portfolio) of the average of the aggregate net asset value of outstanding Class M shares serviced by the Company, measured on each calendar day during each month. The Company 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 Trust 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 Plan are in effect with respect to such Portfolio. [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 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 the Company.

In addition, the Company will furnish to Distributor, the Trust and/or their designees such information as Distributor, the Trust 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 Trust, Distributor and the designees of either (including, without limitation, any auditors designated by the Trust), in the preparation of reports to the 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.

6. Representations. The Company 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 the Company as described in this Agreement and the receipt of Service Fees as provided in this Agreement will not violate the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, or federal or state securities laws; and

7. Term and Termination.

(a) This Agreement is entered into by Distributor in accordance with the terms of the Plan. Accordingly, unless sooner terminated by either party upon thirty (30) days’ written notice to the other party or otherwise in accordance with 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 Trust and (ii) those Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the Plan or any agreements related to it (“Plan Trustees”), cast in person at a meeting called for the purpose of voting on the Plan and such related agreements.

(b) 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 Plan Trustees or by vote of a majority of a Portfolio’s Class M shares, on thirty (30) days’ written notice. Notice of termination (or non-renewal) of the Plan by the Plan Trustees to Distributor shall

constitute a notice of termination of this Agreement and Distributor shall notify the Company of such action.

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

8. 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.

9. Exculpation; Indemnification.

(a) Distributor shall not be liable to the Company and the Company 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 the Company of compliance with any applicable federal or state law, rule, or regulation and the rules and regulations promulgated by FINRA.

(b) The Company will indemnify Distributor and the Trust and hold each harmless from any claims or assertions relating to the lawfulness of the Company’s participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons serving as officers or employees of the Company and performed in connection with the discharge of its responsibilities under this Agreement. If any such claims are asserted, each of Distributor and the 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 the Company. This paragraph shall survive termination of this Agreement.

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

(a) The 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 the Company conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). The 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. The 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 the Distributor and deliver information reasonably requested by the Distributor concerning shareholders that purchased Shares of the Fund sold by the Company 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) the Company will promptly notify Distributor or a Fund if the 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 the Company, and the Company will thereafter cooperate in good faith to provide such information as Distributor requires to satisfy its own anti-money laundering obligations.

(b) The 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, the 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. The 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. The Company acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions. The Company will provide reasonable assistance to Distributor and the Funds in connection with their respective obligations under the applicable Sanctions. The Company will promptly disclose to Distributor or a Fund if the 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 Distributor may terminate this Agreement with immediate effect in the event of such breach.

(c) The Company represents, warrants, and covenants that (i) it and its officers, directors, employees, agents and other representatives (together with the 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. The Company 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. Privacy. Company 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. Company shall implement and maintain appropriate security measures for personal information in accordance with applicable laws, rules and regulations. Company 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 Company to perform the services set forth in this Agreement. Company 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 Company.

12. Business Continuity. The 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. The Company shall maintain a log of all business continuity events. In the event that a material business continuity event occurs, the Company shall advise the Distributor promptly of such event and the steps proposed in order to minimize any interruption to its services hereunder.

13. 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.

14. 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.

15. 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.

16. 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 the Company) at any time by mailing a copy of a written amendment to the Company at the address shown below. In the absence of written objection to such amendment, continued performance by the Company under this Agreement shall constitute the Company’s consent to such written amendment.

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

[Insurance Company Name] By: Name: Title:		Address for Notices:

PIMCO SERVICES AGREEMENT

FOR ADMINISTRATIVE 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 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 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:

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

(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.

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.

(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.

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.

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.

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 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

4. Anti-Money Laundering.

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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.

- 3 -

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,

- 4 -

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:

- 5 -

PIMCO SERVICES AGREEMENT

FOR CLASS M SHARES OF PIMCO VARIABLE INSURANCE TRUST

WHEREAS, the Company, PIMCO Investments LLC and PIMCO Variable Insurance Trust (the “Trust”) are parties to 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 Class M shares (“Shares”) of certain Portfolios of the Trust (“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 Trust and its Portfolios from time to time, answer questions concerning the Trust and its 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 Trust 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 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.

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 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 the other parties hereto for the applicable portion of the fees due hereunder computed on the basis set forth above, and the other parties hereto 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 the other parties hereto 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:

3. 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 the other parties hereto and deliver information reasonably requested by the other parties hereto concerning shareholders that purchased Shares of the Fund sold by Company necessary for the other parties hereto or the Fund to comply with the BSA; (iii) it will notify the other parties hereto, 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 the other parties hereto 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 the other parties hereto require 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 the other parties hereto 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 the other parties hereto may terminate this Agreement with immediate effect in the event of such breach.

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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 upon the redemption of all Shares held in the Separate Accounts, upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement, as to a Portfolio upon termination of the investment advisory agreement between the Trust, on behalf of such Portfolio, and PIMCO, upon assignment of the Participation Agreement by either the Company or PIMCO, or 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.

5. 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.

- 4 -

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.

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 the Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

- 5 -

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:

PIMCO SERVICES AGREEMENT

FOR INSTITUTIONAL 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 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 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.

[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 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.

PIMCO INVESTMENTS LLC

1633 Broadway, 44^th Floor

New York, NY 10019

SELLING AGREEMENT

FOR CLASS M SHARES OF

PIMCO VARIABLE INSURANCE TRUST

Ladies and Gentlemen:

We are the distributor of the Class M shares of those series of PIMCO Variable Insurance Trust set forth in Appendix 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 (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 Trust, 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 _____________(Insurance Company) (“You”) pursuant to Section 2 hereunder.

2. Certain of the Funds have adopted Distribution 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 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 the following services:

print and mail prospectuses, supplements and shareholder reports for prospective investors;

develop, print and mail advertisements, sales literature and other promotional materials describing and/or relating to the Funds;

train sales personnel and conduct seminars and sales meetings designed to promote the distribution of the shares of the Funds;

obtain information and providing explanations to wholesale and retail distributors of Your variable insurance contracts regarding the investment objectives and policies and other information about the Funds, including the performance of the Funds;

compensate financial intermediaries for services performed and expenses incurred in connection with the sale of shares of the Funds through sales of Your variable insurance contracts;

finance any other activity that is primarily intended to result in the sale of shares of the Funds;

teleservice support in connection with the Funds;

recordkeeping services;

provide support services, including providing information about the Trust and the Funds and answering questions concerning the Trust and the Funds, including questions respecting investors’ interests in the Funds;

provide and administer insurance features for the benefit of investors in connection with the Funds;

receive, aggregate and forward purchase and redemption orders;

process dividend payments;

issue investor reports and transaction confirmations;

provide subaccounting services;

provide general account administration activities; and

provide such similar services as You may be reasonably request 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 Article 5 hereof, for all acts of such subcontractor as if such acts were Your own.

made.

8. In addition, You will furnish to the Trust or its designees such information as the 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 Trust and its designees (including, without limitation, any auditors designated by the Trust), in the preparation of reports to the 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 the 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 the 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 the 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 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 Trust or its agent 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 Trust Shares in nominee name, You will (i) provide, promptly upon request by the 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 the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund Shares by investors who have been identified by the 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 the Trust or its agents all information necessary for the Trust or its agents to assess such redemption fees directly against payment of redemption proceeds.

12. Anti-Money Laundering; Corruption; Sanctions.

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, including but not limited to the Bank Secrecy Act of 1970 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 and regulations 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 Your 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 us or the Fund to comply with the BSA; (iii) it 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 You, and You will thereafter cooperate in good faith to provide such information as we require to satisfy our own anti-money laundering obligations.

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 is 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.

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.

13. 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 the Trust relating to services provided pursuant to the terms of this Agreement.

14. You agree that under no circumstances shall the Trust be liable to You or any

other person under this Agreement as a result of any action by the Securities and Exchange Commission affecting the operation or continuation of the Plan.

15. 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.

16. 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 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.

17. 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.

18. 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.

19. This Agreement will automatically terminate with respect to a Fund in the event of its assignment (as such term is defined in the 1940 Act), upon termination of the Plan 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 12. This Agreement may be terminated with respect to a Fund by the 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 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 Independent Trustees (as defined in the Plan) or a majority of the outstanding Shares of a Fund on sixty days’ written notice.

20. 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.

21. All notices and other communications to any party or the 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 Trust may provide in writing to the other parties and the Trust.


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

If to the Company:


If to Underwriter:		PIMCO Investments LLC
		1633 Broadway, 44^th Floor
		New York, NY 10105

22. 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 Trust, 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 Delaware and shall bind and inure to the benefit of the parties hereto and the Trust 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.

(The remainder of this page is left intentionally blank. The signature page follows.)

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

[DATE]

The following Class M Portfolios of the Fund include any currently offered Portfolio (listed below) as well as any Portfolio of the Fund hereinafter created.

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

FUND SUBSTITUTION

EXPENSE LIMITATION AGREEMENT

PIMCO Variable Insurance Trust

650 Newport Center Drive

Newport Beach, California 92660

April 21, 2021

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

PIMCO Investments LLC

1633 Broadway

New York, NY 10019

Dear Sirs:

This Agreement dated April 21, 2021 is an Expense Limitation Agreement between Pacific Investment Management Company LLC (“PIMCO”), PIMCO Investments LLC (“PI”) and PIMCO Variable Insurance Trust (the “Trust”), a Delaware statutory trust, on behalf of each portfolio listed on Exhibit A. This will confirm the agreement among PIMCO, PI and the Trust as follows:

1. The Trust is an open-end investment company, consisting of multiple series, each of which may offer multiple Classes of shares. This Agreement shall pertain to the Class of each series that are set forth on Schedule A as amended from time to time (each an “Expense Limited Portfolio”).

2. Pursuant to an Amended and Restated Investment Advisory Contract dated February 23, 2009, as amended and supplemented from time to time (the “Investment Advisory Contract”) between the Trust and PIMCO, the Trust has retained PIMCO to provide the Trust with investment advisory services. Pursuant to the Investment Advisory Contract, each Expense Limited Portfolio pays to PIMCO a monthly advisory fee at an annual rate set forth in Exhibit A to the Investment Advisory Contract (the “Advisory Fee”).

3. Pursuant to a Supervision and Administration Agreement dated August 11, 2008, as amended and supplemented from time to time (the “Supervision and Administration Agreement”) between the Trust and PIMCO, the Trust has retained PIMCO to provide or procure supervisory, administrative and other services to the Trust and its shareholders. Pursuant to the Supervision and Administration Agreement, each Expense Limited Portfolio pays to PIMCO a monthly supervisory and administrative fee at annual rates with respect to one or more Classes of shares of each Expense Limited Portfolio set forth in the Schedules to the Supervision and Administration Agreement (the “Supervisory and Administrative Fee”). The Supervision and Administration Agreement divides the Supervisory and Administrative Fee into two components: (i) core expenses (the “Core Expenses”); and (ii) other expenses (the “Other Expenses”).

4. Pursuant to the Trust’s Second Amended and Restated Services Plan for Administrative Class Shares (the “Services Plan”), the Administrative Class of an Expense Limited Portfolio may pay to PIMCO or PI a distribution and/or servicing fee at annual rates of average daily net assets as provided in the Services Plan (the “Servicing Fee”).

5. Pursuant to the Third Amended and Restated Expense Limitation Agreement dated June 1, 2018 (the “Expense Limitation Agreement”), as amended from time to time, between the Trust and PIMCO, PIMCO has agreed to waive or reduce the Supervisory and Administrative Fee of any Class of shares of an Expense Limited Portfolio or reimburse an Expense Limited Portfolio if the payment or accrual of organizational expenses attributable to the Expense Limited Portfolio, payment of the Expense Limited Portfolio’s pro rata share of expenses related to obtaining or maintaining a Legal Entity Identifier or payment of the Expense Limited Portfolio’s pro rata share of the Trust’s Trustees’ fees exceeds 0.0049% of the applicable Expense Limited Portfolio’s average net assets.

6. Each Expense Limited Portfolio shall be subject to a limit on the payment of annual net operating expenses attributable to that Class of the Expense Limited Portfolio (the “Substituted Fund Expenses”), as set forth in Schedule A below as amended from time to time (the “Substituted Fund Expense Limit”).

7. To the extent that, during the two (2) years following June 21, 2021 (the “Substitution Date”), the Substituted Fund Expenses attributable to the Class of an Expense Limited Portfolio exceed, on an annualized basis, the Substituted Fund Expense Limit for that Class, that portion of such expenses that cause the Substituted Fund Expenses for that Class to exceed the Substituted Fund Expense Limit (the “Excess Amount”) shall be waived, reduced or, if previously paid, reimbursed by PIMCO as provided in Paragraph 8.

8. Within sixty days following the end of each semiannual fiscal period, the Substituted Fund Expenses for the Class of each Expense Limited Portfolio shall be annualized as of the last day of the period (or of such shorter period as provided for in this Agreement). If the annualized Substituted Fund Expenses of the Class of an Expense Limited Portfolio for any such period exceed the Substituted Fund Expense Limit of such Class, PIMCO or PI shall waive, reduce or reimburse all or any portion of: (i) first, the Other Expenses portion of the Class of the Expense Limited Portfolio’s Supervisory and Administrative Fee; (ii) second, to the extent necessary, any Servicing Fees applicable to the Class of the Expense Limited Portfolio; (iii) third, to the extent necessary, the Core Expenses portion of the Class of the Expense Limited Portfolio’s Supervisory and Administrative Fee; and (iv) fourth, to the extent necessary, the Advisory Fee, of the Class of the Expense Limited Portfolio. Any waivers, reductions or reimbursement pursuant to the foregoing sentence will be by an amount sufficient to reduce the Class’s annualized Substituted Fund Expenses to an amount no greater than the Substituted Fund Expense Limit. If the amount waived, reduced or reimbursed for any such period is insufficient to pay the Excess Amount, PIMCO or PI shall also remit to an Expense Limited Portfolio an amount that, together with the waived, reduced or reimbursed fees or expenses, is sufficient to pay such Excess Amount. PIMCO or PI will notify the Trust at the above address of any waiver, reduction or reimbursement, including any subsequent change or elimination of any waiver, reduction or reimbursement, of any portion of the Servicing Fees, Supervisory and Administrative Fee or Advisory Fee of an Expense Limited Portfolio made pursuant to this Agreement.

9. Following any calculation pursuant to Section 8, if necessary, an adjustment payment shall be made by the appropriate party in order that the amount of the fees waived or reduced on other payments remitted by PIMCO or PI to the Expense Limited Portfolios with respect to the previous period shall equal the Excess Amount.

10. This Agreement shall become effective as of the date first set forth above and shall have a term of two years from the Substitution Date with respect to each Expense Limited Portfolio as provided in Schedule A. In addition, this Agreement shall terminate with respect to PI upon termination of the Services Plan and with respect to PIMCO upon termination of the Investment Advisory Contract.

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

12. This Agreement does not amend or supersede any existing expense limitation agreement between PIMCO and any Expense Limited Portfolio whereby PIMCO has agreed to limit expenses of such Portfolio, and such expense limitations remain in full force and effect.

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

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

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

16. This Agreement constitutes the entire agreement between the Trust, on behalf of the Expense Limited Portfolios, PIMCO and PI with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of the Trust, PIMCO and PI.

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


Very truly yours,

PIMCO Variable Insurance Trust



By:


Name:
Title:

ACCEPTED:

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC


By:		/s/ Peter Strelow


Name:		Peter Strelow
Title:		Managing Director

ACCEPTED:

PIMCO INVESTMENTS LLC


By:		/s/ Robert Young


Name:		Robert Young
Title:		Authorized Signatory

Schedule A

Expense Limitation Agreement

Dated: April 21, 2021



NAME OF PORTFOLIO	EXPENSE LIMITATION
NAME OF PORTFOLIO	Class	Annual Net Operating Expenses

PIMCO Total Return Portfolio	Administrative	1.15%

PIMCO Global Core Bond (Hedged) Portfolio	Administrative	0.99%

PIMCO Balanced Allocation Portfolio	Administrative	1.05%

LOGO

1900 K Street, NW

Washington, DC 20006

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com


April 28, 2022		Exhibit (i)

PIMCO Variable Insurance Trust

650 Newport Center Drive

Newport Beach, California 92660

Dear Ladies and Gentlemen:

We have acted as counsel for PIMCO Variable Insurance Trust (the “Trust”), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 96 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 Trust Instrument 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 Variable Insurance Trust of our reports dated February 17, 2022, relating to the financial statements and financial highlights, which appear in PIMCO Total Return Portfolio’s, PIMCO International Bond Portfolio (U.S. Dollar-Hedged)’s, PIMCO Global Bond Opportunities Portfolio (Unhedged)’s, PIMCO High Yield Portfolio’s, PIMCO Short-Term Portfolio’s, PIMCO Low Duration Portfolio’s, PIMCO Long-Term U.S. Government Portfolio’s, PIMCO Real Return Portfolio’s, PIMCO Emerging Markets Bond Portfolio’s, PIMCO Income Portfolio’s, PIMCO CommodityRealReturn® Strategy Portfolio’s, PIMCO All Asset Portfolio’s, PIMCO International Bond Portfolio (Unhedged)’s, PIMCO Global Managed Asset Allocation Portfolio’s, PIMCO Global Core Bond (Hedged) Portfolio’s, PIMCO Dynamic Bond Portfolio’s, PIMCO Balanced Allocation Portfolio’s, and PIMCO Global Diversified Allocation Portfolio’s Annual Reports 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.


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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.


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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.


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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


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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.


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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.


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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.


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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


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“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


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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.


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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


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Code of Ethics

CODE OF ETHICS


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Introduction to the Code of Ethics

INTRODUCTION TO THE CODE OF ETHICS

This Code of Ethics (“Code”) sets out standards for business conduct for Research Affiliates, LLC (“Research Affiliates” or “the Company”) based on fundamental principles of openness, integrity, honesty, and trust, as well as our fiduciary duties. The purpose of the Code is to convey to our Supervised Persons the importance we place on ethical and lawful conduct, and to educate our Supervised Persons on how to live up to not only the letter of the law, but also to our Company’s core values.

Therefore, in view of the foregoing and in accordance with the provisions of Rule 204a-1 under the Investment Advisers Act (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”), the Company has adopted this Code to outline and prohibit certain types of activities that are deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to outline pre-approval, reporting and review requirements, where appropriate, along with enforcement procedures. Please note that for all pre-approval, reporting and review requirements listed below, the CCO will report to and/or obtain pre-approval from the Chief Executive Officer (“CEO”).

This Code of Ethics (the “Code”) applies to all Supervised Persons, as defined in Section 1.13 below, of Research Affiliates. This Code supersedes all previous versions of the Company’s Code.

1. DEFINITIONS

1.1 “Reportable Account”

“Reportable Account” means any arrangement where Securities can be purchased or sold at the discretion of the account holder or at the discretion of an appointed third party manager or trustee for the Beneficial Interest of a Supervised Person. Reportable Account includes, but is not limited to, a brokerage account, a mutual fund account, a retirement account, a third party separately managed account and a custodial account. Reportable Account does not include accounts that hold ONLY Non-Reportable Securities. Reportable Accounts also does not include 529 college savings plans.

1.2 “Beneficial Interest” and “Beneficial Owner” of a Reportable Security

In general, a Supervised Person has a “Beneficial Interest” in any Reportable Security or Reportable Account in which he or she has a direct or indirect financial interest. A Supervised Person is presumed to have a “Beneficial Interest” in any Reportable Security or Reportable Account held by a spouse, minor children, relatives who share a Supervised Person’s home or other persons by reason of any contract or other arrangement that provides the Supervised Person with sole or shared voting or investment power over that Reportable Security or Reportable Account.

For example, a Supervised Person generally would be the “Beneficial Owner” of a Reportable Security or Reportable Account that are held: a) in his or her own name individually or with another in joint tenancy, community property, or other joint ownership; b) by a bank or broker as nominee or custodian on the Supervised Person’s’ behalf or pledged as collateral for a loan; c) by members of the Supervised Person’s’ immediate family sharing the same household; d) by a relative not residing in the Supervised Person’s’ home if the person is a custodian, guardian, or otherwise has or shares with the Supervised Person control over the purchase, sale, or voting of Reportable Securities; e) by a trust in which the Supervised Person is a trustee or beneficiary and has, or shares, the power to make


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Introduction to the Code of Ethics

purchase or sale decisions; f) by a partnership or limited liability company in which the Supervised Person is a general partner or managing member, respectively; g) in a portfolio giving the Supervised Person certain performance related fees; h) by another person or entity pursuant to any agreement, understanding, relationship, or other arrangement giving the Supervised Person direct or indirect pecuniary interest; or i) by a corporation in which the Supervised Person has a control position or in which the Supervised Person has or shares investment control over the portfolio Reportable Securities.

1.3 “Exchange Traded Funds” (“ETFs”)

“Exchange Traded Funds” or “ETFs” are shares of ownership in either funds, unit investment trusts or depository receipts that hold portfolios of common stocks that closely track the performance and dividend yield of specific indices.

1.4 “Federal Securities Laws”

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Bank Secrecy Act of 1970, as it applies to fund and investment advisers, Title V of the Gramm-Leach-Bliley Act of 1999, the Sarbanes-Oxley Act of 2002, any rules adopted by the SEC under any of these statutes and any rules adopted thereunder by the SEC, Department of Labor or the Department of Treasury.

1.5 “Initial Public Offering”

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

1.6 “Limited Offering”

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77(d)(6)) or pursuant to 230.504, 230.505, or 230.506 of this chapter.

1.7 “Non-Reportable Security”

“Non-Reportable Security means (a) transactions effected through an automatic investment plan in which regular, periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation (such as the Company’s 401 (k) Plan or a dividend reinvestment plan); (b) securities that are direct obligations of the Government of the United States; (c) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; (d) shares of money market funds; (e) interests in rarities, collectibles, tangible commodities held in physical form (f) fiat currencies; and (g) cryptocurrencies.

1.8 “Purchase or Sale of a Reportable Security”

“Purchase or Sale of a Reportable Security” means any direct or indirect (including through a managed account) purchase, sale, or transfer of a Beneficial Interest in a Reportable Security, including, among other things, the writing of an option to purchase or sell a Security or entering into any other contract


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Introduction to the Code of Ethics

for the purchase or sale of such Reportable Security, whether or not such contract is conditioned upon certain events.

1.9 “Prohibited Transactions”

“Prohibited Transactions” means a personal securities transaction prohibited by this Code.

1.10 “Reportable Fund”

“Reportable Fund” means (i) any mutual fund for which the Company may serve as an investment adviser or sub-adviser as defined in section 2(a)(2) of the Investment Company Act of 1940; or (ii) any fund whose investment adviser or principal underwriter controls the Company, is controlled by the Company, or is under common control with the Company. For purposes of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act.

1.11 “Secondary Offering”

“Secondary Offering” means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

1.12 “Reportable Security” or “Reportable Securities”

“Reportable Security” or “Reportable Securities” means a note, stock, treasury stock, bond, debenture, evidence of indebtedness, shares of open and closed-end investment companies including those of open-end ETF shares and UIT ETF shares, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, 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 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 or 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. The terms Reportable Security and Reportable Securities also include any financial instrument whose value is determined by reference to a Reportable Security or Reportable Securities, as defined above (including futures, options on futures, swaps, forward contracts, and other derivative instruments).

1.13 “Supervised Persons”

“Supervised Persons” means all officers, directors and employees of the Company and any other person(s) that the Company may deem from time to time to be a supervised person (such as certain independent contractors or certain non-employee members of our parent company’s Board of Directors).


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Introduction to the Code of Ethics

2.	DELIVERY AND AVAILIBILITY OF THE COMPLIANCE MANUAL, CODE OF ETHICS, AND ANY AMENDMENTS

The Company shall provide to every Supervised Person a copy of the Compliance Manual, including the Code, and any amendments (“Manual”), and obtain from each Supervised Person through the personal trading monitoring system known as ComplySci (“COMPLYSCI”) an acknowledgement of their receipt and understanding of the Manual. Accordingly, the Research Affiliates Compliance Department provides the Manual to new Supervised Persons at the time they begin their work at Research Affiliates. Hereafter, the Supervised Person is required to certify through the COMPLYSCI system to having received and understood these documents. The Compliance Department also provides these documents to Supervised Persons once each year through the COMPLYSCI system and at the time of any amendments and receives through the COMPLYSCI system each Supervised Person’s certification of their receipt and understanding of the Manual. Further, the Manual is provided to Supervised Persons through RA’s intranet site (MyRA). All Supervised Persons are required to be familiar with this MyRA site and to know how to access these important compliance documents.

3.	REPORTING VIOLATIONS

Research Affiliates places great importance on the Manual and expects all Supervised Persons to strictly comply with all policies and procedures therein. Rule 204A-1 of the Advisers Act requires prompt internal reporting of any violations of the Code. Therefore, any and all violations of the Code, past or current, and any concerns of potentially foreseeable future violations should be immediately reported to the CCO. Failure to report either known violations committed by others or information learned that may indicate a potential for future violation of the Code by another Supervised Person will be deemed a personal violation by the non-disclosing member. Further, it is our policy to protect individuals who report violations. Retaliation against any Supervised Person who reports a violation is not tolerated. Any Supervised Person who engages in any retaliatory action against a Supervised Person who has reported or is thinking about reporting a potential violation of these Policies, including the Code, shall be treated as if they violated the Code and shall be subject to immediate disciplinary action.

4.	COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS

All Supervised Persons must comply with the federal securities laws applicable to both Research Affiliates and its Supervised Persons since Research Affiliates is an SEC registered investment adviser. Advisers Act Rule 204A-1e(4) defines “federal securities laws” in this context to include the 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 SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. Many of the policies and procedures set out in this Manual, including the Code, along with Research Affiliates’ compliance program are designed to aid Research Affiliates and its Supervised Persons to comply with all such laws as they apply to business conducted by Research Affiliates and its Supervised Persons.


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Fiduciary Duty

FIDUCIARY DUTY

1.	INTRODUCTION

The Company and its Supervised Persons have an ongoing fiduciary responsibility to the Company’s clients and must ensure that the needs of the clients always come first. The Company holds its Supervised Persons to a high standard of integrity and business practices. In serving its clients, the Company and its Supervised Persons must at all times deal with clients in an honest and ethical manner and comply with all the Federal Securities Laws.

While affirming its confidence in the integrity and good faith of its Supervised Persons, the Company understands that the knowledge of present or future client portfolio transactions and the power to influence client portfolio transactions, if held by such individuals, places them in a position where their personal interests might become conflicted with the interests of the Company’s clients. Such conflicts of interest could arise, for example, if securities are bought or sold for personal accounts in a manner that either competes with the purchase or sale of securities for clients which results in an advantageous position for the personal accounts.

A fiduciary is a professional entrusted with the management of a client’s assets. We owe a fiduciary duty to all of our clients and we recognize and understand the requirements of this duty and act accordingly. The SEC has stated that investment advisers owe their clients several specific duties as fiduciaries. Because the Company is a fiduciary to its clients, Supervised Persons should avoid actual and potential conflicts of interest with the Company’s clients.

As part of our fiduciary duty, we owe to all our clients:

●

Duty of loyalty;

●

Duty to act in clients’ best interest;

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Duty to act with care in handling client matters;

●

Duty to avoid conflicts of interest; and

●

Duty to comply with all applicable laws.

In addition, the Company adheres to the CFA Code of Ethics standards. RA strives to put the interests of our clients ahead of our own. Therefore, RA attempts to mitigate or avoid any actual or potential conflicts of interest.

Therefore, it is essential to avoid and/or mitigate the effects of engaging in activities that could pose a conflict of interest with our clients. An adviser’s breach of fiduciary duty to its clients may constitute a violation of the anti-fraud provisions of the Advisers Act. Our duty of care and fiduciary obligation requires that Research Affiliates and its Supervised Persons must act fairly and in the best interest of our clients. In addition, this obligation imposes numerous responsibilities including the duty to render disinterested and impartial advice; to make suitable recommendations to clients within the context of their total portfolio and in light of their individual needs, financial circumstances and investment objectives; to exercise a high degree of care to ensure that all material facts are disclosed to clients and adequate and accurate representations of its business and other information about Research Affiliate’s services and investment advice are presented using fair, ethical, and equitable practices.


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Fiduciary Duty

Every Supervised Person must read and acknowledge receipt of Research Affiliates’ Code, which addresses how the Company and its Supervised Persons shall fulfill its fiduciary duty to its clients, avoid prohibited transactions and mitigate or eliminate conflicts of interest.

2.	EXPLICIT PROHIBITIONS

As a SEC registered investment adviser, Research Affiliates has a statutory duty to oversee the investment advisory activities of its Supervised Persons who act on its behalf. Therefore, Research Affiliates has adopted the following prohibitions and standards that must be followed by all Supervised Persons.

Supervised Persons cannot:

●

Knowingly compete with, aid, or advise any person, firm, or corporation in competing with us in any way, or engage in any activity in which our personal interests in any manner conflict, or might conflict, with those of the Company or our clients.

●

Be employed by or have, directly or indirectly, a significant financial interest in any business that is engaged in the same or similar lines of business as the Company, unless an explicit written waiver is issued by the CCO and the Company’s Management Committee.

●

Accept or request, directly or indirectly, any favor or thing of value from any person, firm, or non-affiliated corporation, negotiating, contracting, or in any way dealing with the Company, if the favor or thing of value might influence negotiations, contracts, or transactions; and if we are offered any favor or thing of value, directly or indirectly, we shall immediately report it to the Compliance Department.

●

Directly or indirectly, give any favor or thing of value to, or engage in the entertainment of, any person, firm, or non-affiliated corporation, negotiating, contracting, or in any way dealing with the Company, except as may be consistent with generally acceptable ethical standards, our policies and procedures, and accepted business practices and not in violation of any applicable law or client standard of conduct.

●

Accept or offer gifts and entertainment; make political or charitable contributions, to obtain or retain client business or contracts with government entities inconsistent with, or in violation of, our Gifts and Entertainment, Foreign Corrupt Practices Act, or Political Contributions Policies. We cannot consider current or anticipated business relationships as a factor in soliciting political or charitable contributions. (Please note that some clients of the Company require that we disclose all political contributions and solicitations for contributions to or concerning any of their elected or appointed officials. Supervised Persons may be required to certify to the Company that they are in compliance with these guidelines. For more information, see our Gifts and Entertainment, and Political Contributions Policies.)

●

Participate in any negotiations or dealings of any sort with any person, firm, or non-affiliated corporation in which we individually have, directly or indirectly, an interest, whether through a personal relationship that is more than mere acquaintance, or through stockholding or otherwise, except an ordinary investment not sufficient to in any way affect our judgment, conduct, or attitude in the matter, or give us a personal interest therein.

●

Receive, in addition to our regular salary, fees, or other compensation, any money or thing of value, directly or indirectly, or through any substantial interest in any non-affiliated


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Fiduciary Duty

corporation or business of any sort, or through any personal relationship, for negotiating, procuring, recommending, or aiding in any purchase, sale, or rental of property or any loan made by or to the Company; nor shall we have any financial or other personal interest, directly or indirectly, or through any other non-affiliated corporation or business or through any personal relationship, in a purchase, sale, rental or loan.

●

Give or release to anyone, unless properly authorized, any information of a confidential nature concerning RA, its affiliates or our clients.

●

Use Material Non-Public Information, personally or on behalf of others, for any securities transaction.

3.	PROHIBITED SALES PRACTICES

3.1 Prohibited Sales Tactics

No Supervised Person may engage in fraudulent, deceptive, or manipulative practices, such as misrepresenting or omitting material facts.

3.2 Third-party Instructions

Supervised Persons must not accept instructions regarding a client’s account, including any orders to effect securities transactions or liquidate a client’s account, from any person other than the client, unless the client has provided written authorization to Research Affiliates (typically through contract or power of attorney) to do so.

3.3 Selling Away

Supervised Persons must not engage in the sale or promotion of any investment advisory service other than for products or services of Research Affiliates without prior written permission from the CCO. Please also refer to the Codes’ policies on “Outside Business Activities” and procedures for reporting.

3.4 Fraudulent Practices

Supervised Persons must not engage in any act, practice, or course of business which is fraudulent, deceptive, or manipulative. For example, prohibited activities include, but are not limited to:

●

Unfair prices;

●

Failure to disclose material facts;

●

Fraudulent representations;

●

Unsuitable recommendations/investments;

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Falsifying records;

●

Circumvention of industry rules and regulations;

●

Failure to maintain proper records;


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Fiduciary Duty

●

Unauthorized transactions in clients’ accounts;

●

Failure to disclose conflicts of interest;

●

Misusing customer funds or securities; or

●

Misusing information gained in a fiduciary capacity.

4.	STANDARDS TO PROTECT CLIENTS

Every agreement between Research Affiliates and its clients must be in writing and must disclose, in substance, the services to be provided, the term of the contract, the advisory fee or the formula for computing the fee.

In addition, each advisory agreement will address assignments, notifications, confidentiality of provisions, services and a dispute resolution method.

All fees charged by Research Affiliates shall be explicitly stated in the advisory agreement or an attachment thereof. Among other things, the anti-fraud provisions of the Advisers Act generally prohibit an investment adviser from charging fees that are unreasonable considering the services to be provided, and/or charging a substantially high fee without disclosing that similar services could be obtained elsewhere at a lower cost.


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Insider Trading Policy and Procedures

INSIDER TRADING POLICY AND PROCEDURES

The Insider Trading and Securities Fraud Enforcement Act of 1988 (“1988 Act”) further extends the safeguards of the Securities Exchange Act of 1934 as it pertains to insider trading. The purpose of this Insider Trading Policies and Procedures is to comply with the 1988 Act and the Investment Advisers Act of 1940, as amended, and other applicable regulation. In addition, the policies and procedures herein are designed to provide a program for educating, detecting and preventing insider trading by Supervised Persons of Research Affiliates.

1.	DEFINITIONS

“Insider” is a person with access to material key information about a publicly traded company before it is announced to the public. Typically, the term refers to corporate officers, directors and key personnel, but may be extended to include family members, relatives and/or others in a position to capitalize on insider information. Additionally, persons may be characterized as “temporary” or “constructive” insiders if they have access to material non-public information for a legitimate purpose in the context of performing a service for a particular company. Examples include, but are not limited to, accountants, attorneys, IT service providers, and even printers who print financial information.

“Insider Information” describes material non-public information regarding corporate events that have not yet been made public. For example, the officers of a firm know in advance if the company is about to be acquired or if the latest earning report is going to differ significantly from information previously released. If information reasonably influences the purchase, sale or market value of a company’s securities and such information has not yet been publicized in a widely used medium, then it is considered insider information.

“Misappropriation” usually occurs when a person acquires inside information about one company in violation of a duty owed to another company. For example, if an employee of ABC Public Company has knowledge that XYZ Public Company is negotiating a merger with ABC Public Company, that employee has material nonpublic information about both companies and must not trade in such companies’ stocks or pass on the information to anyone that does not already know.

“Tipping” is passing along inside information to others. A tip occurs when an insider (the “tipper”) discloses inside information to another person (the “recipient”), which causes the recipient to become an insider and therefore subject to a duty not to trade or pass along the information while in possession of that information. The act of tipping violates the 1988 Act and both the tipper and the recipient may be subject to liability for insider trading regardless of whether a benefit was derived from the action.

2.	PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating material, nonpublic information are severe, both for the individuals involved in the unlawful conduct and for the employers. A person can be subject to some or all of the penalties set forth below even if he or she does not personally benefit from the violation. Penalties may include:

●

civil injunctions;


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Insider Trading Policy and Procedures

●

disgorgement of profits;

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jail sentences;

●

fines for the person who committed the violation of up to three times the profit gained or loss avoided (per violation, or illegal trade), whether or not the person actually benefited from the violation; and

●

Criminal penalties that can result in a maximum fine of up to $5,000,000 and twenty (20) years imprisonment.

3.	POLICY

RA and its Supervised Persons are prohibited from acting upon material non-public information, which includes tipping.

There may be times that a Supervised Person receives insider information during the ordinary course of employment with the Company and regardless if the receipt of such information is advertent or inadvertent, that person will be deemed an “insider.” This may occur under a variety of circumstances, including but not limited to the following:

●

Example 1: RA’s client may be an officer or director of a publicly traded company that is undergoing material structural changes and discloses these changes to a Supervised Person.

●

Example 2: A Supervised Person inadvertently receives insider information during a research call with a public company, an expert network consultant, a broker-dealer, an investment manager, or others with such information.

●

Example 3: A Supervised Person receives non-public information regarding a tender offer.

If a Supervised Person is unsure or suspects that he/she may have obtained or may be perceived to have obtained insider information, they should notify the CCO immediately.

Prohibited activity while in receipt of material non-public information includes, but is not limited to, the following activities:

●

Purchasing or selling a security (or a derivative of such security) for any RA’s client, in a personal account or any proprietary account, or in any other account while in possession of material, non-public information relating to that security or its issuer of affiliates; and

●

Communicating material, non-public information to another (with the exception of the CCO), whether or not such communication leads to or was intended to lead to, a purchase or sale of securities.

To help avoid possible violations, senior management of RA will exercise great care, in accordance with the procedures outlined below, in the supervision of Supervised Persons and of the securities transactions of their personnel. If there is any question as to whether a contemplated purchase or sale would violate the insider trading rules, Supervised Persons must consult with the CCO prior to effecting the transaction.


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Insider Trading Policy and Procedures

4.	PROCEDURES

4.1 Material Non-Public Information

RA believes that strict adherence to applicable federal and state securities laws is in the best interests of our clients, Supervised Persons, the securities industry, and the investing public. We believe that misuse of Material Non-Public Information (defined further below) in trading securities is detrimental to the securities industry and the investing public and is illegal. Therefore, RA maintains and strictly enforces written policies and procedures reasonably designed to be consistent with the nature of our business to prevent the misuse by any of our Supervised Persons of Material Non-Public Information.

No RA Supervised Person shall, either directly or indirectly:

●

Purchase, sell, or engage in a transaction, either personally or on behalf of others (such as private accounts managed by RA), involving any asset while in possession of Material Non-Public Information; or

●

Communicate Material Non-Public Information to any Supervised Person or other person except to, or with the prior consent of, the CCO.

4.1.1 Persons Covered by the Policy

This policy applies to every RA Supervised Person, and extends to activities both within and outside their duties at RA. All Supervised Persons must read, become familiar with, acknowledge receipt of, and agree to review at least annually these policies.

These policies are only general guidelines to be followed by all RA Supervised Persons and do not include all laws, rules, regulations, and orders that govern our business activities, and cannot address every possible matter. If any Supervised Person has any questions not addressed in these policies, or believes that application of a policy or procedure would be inappropriate in particular circumstances, he/she must seek the guidance of the CCO.

4.1.2 Material Non-Public Information

These policies set forth guidelines regarding the duty of each Supervised Person of RA to avoid professional or personal investment transactions that may constitute a prohibited activity, and to comply with RA’s policy regarding Material Non-Public Information and insider trading. “Material Non-Public Information” is any information about a company or a security that is not publicly available and that a reasonable investor would consider material when making an investment decision, or information that is reasonably likely to have an effect on the price of a security.

4.1.3 Prohibitions Against Using Material, Non-Public Information

Purchasing, selling, or engaging in a transaction involving any security while in possession of Material Non-Public Information or communication of such information is unlawful subjecting you and the Company to criminal and civil penalties. RA’s Supervised Persons, shall not, for their own benefit or for the benefit of the Company, any client, or any other person, either directly or indirectly, trade or recommend trading on the basis of Material Non-Public Information.


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Violation of policies and procedures concerning Material Non-Public Information by any RA Supervised Person is a serious violation of their employment obligations and may subject them to immediate disciplinary action, up to and including termination.

4.1.4 When is Information Considered to be “Material?”

Information is generally considered to be “Material” if a reasonable investor would consider it material when making an investment decision or the information is reasonably likely to have an effect on the price of a security. For example, the following types of information about a publicly traded company may be considered “Material”: significant changes in financial condition; proposed dividend increases or decreases; significant changes from analysts’ earnings estimates; significant changes in previously released earnings estimates by a company; significant changes in operations; a significant increase or decline of orders; significant merger or acquisition proposals or agreements; significant new products or discoveries; extraordinary management developments; or the purchase: or, sale of substantial assets. Information concerning any changes of these types, even if not significant, may be “Material” in some instances.

4.1.5 When is Information Considered to be “Non-Public?”

Information is generally considered to be “Non-Public” if it was received under circumstances that indicate that it is not yet in general circulation, or if a reasonable person would believe that it was received under an explicit or implicit obligation not to disclose. Information is generally considered to be publicly available if it is available from a news source, together with the passage of enough time for the market to absorb the information.

Material Non-Public Information is sometimes referred to as “inside information,” meaning that the information was obtained directly or indirectly from the company or their employees. However, Material Non-Public Information does not have to be obtained from insiders to the company. For example, certain information about the contents of a forthcoming newspaper article that was expected to affect the market price of a security may be considered to be Material Non-Public Information.

4.1.6 Procedures in Handling the Receipt of Material Non-Public Information

Whenever you believe that you may have received Material Non-Public Information about a security or a company, you shall not:

●

Trade in or recommend trading in that security (or related securities) or any other security issued by that company unless expressly permitted to do so by the CCO; or

●

Disclose the information to anyone unless expressly permitted to do so by the CCO, CIO or CEO.

If you have any question about whether information is material, inside or non-public, such question must first be resolved before trading, recommending trading, or divulging the information. As such, you must immediately and confidentially communicate all related facts and circumstances to the GC to enable such counsel to properly investigate the matter and determine whether an opinion from outside legal counsel may be warranted.

You shall not disclose any Material Non-Public Information to any third-party or client. You shall not disregard the restrictions on insider trading imposed by the federal securities laws.


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4.1.7 Prohibition on Spreading False Information

Supervised Persons are prohibited, either directly or indirectly, from intentionally creating false information or spreading rumors intended to affect securities prices, or other potentially manipulative conduct.

4.1.8 Restricted Securities List

RA does not generally maintain a restricted securities list. If by chance the Company or its Supervised Persons may gain inside information pertaining to a security, a restricted securities list will be maintained. In the unlikely event that a restricted securities list will be maintained, a security will be placed on the Company’s Restricted Securities List, when it has been determined that the Company may have inside information pertaining to the security or the security should not be traded by the Company for other reasons determined by the Management Committee (“Restricted Security”). When a security is placed on the List, Supervised Persons are prohibited from purchasing or selling on behalf of any client account during the time period the security is included on the List. The CCO shall be responsible for maintaining the Company’s Restricted Securities List and will ensure that all Supervised Persons are notified of the securities listed on the Restricted Securities List, along with changes that are made from time to time.

4.1.9 Ongoing Responsibility of Supervised Persons

All Supervised Persons must make an ongoing diligent effort to ensure that a violation of these Insider Trading Policies and Procedures does not occur. This requires all Supervised Persons to:

●

Read, understand and agree in writing to comply with the Company’s Insider Trading Policies and Procedures;

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Disclose to the CCO any employment, relationship, or other involvement (such as board membership or employment by a family member or relative) with a publicly traded company;

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Ensure that no trading occurs in their personal account(s) in any security (or derivative of such security) for which they have material, non-public information;

●

Make periodic (no less than annual) written certifications to the Company that they have not traded upon or communicated material nonpublic information;

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Not disclose insider information obtained from any source whatsoever to any person not already having such knowledge (except the CCO when reporting receipt of such insider information);

●

Attend all mandatory educational and training required by the Company and read all insider trading materials provided by the CCO or a designee;

●

Consult with the CCO when questions arise regarding potential receipt of material, non-public information or when potential violations of these Insider Trading Policies and Procedures are suspected;

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Adhere to all requirements under the Company’s Code and this Insider Trading Policy and Procedures; and


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Cooperate fully with the CCO and any senior managers during any investigation of potential violations of these Insider Trading Policies and Procedures.

4.1.10 Supervised Persons Training and Education

Supervised Persons will be provided a copy of this Insider Trading Policies and Procedures initially upon hire, annually, and anytime an amendment is made, and must execute acknowledgments as outlined in 4 above. RA also provides periodic educational training with respect to the prohibitions of insider trading, and the Company’s Insider Trading Policies and Procedures, which will be delivered in different ways that may include attendance to seminars, meetings, and/or webinars, and providing written materials for review.

4.1.11 Violations and Sanctions

Any potential violation of RA’s Insider Trading Policies and Procedures will result in an internal review and could result in immediate sanctions (including those outlined in Item 2 above), and termination of employment for all Supervised Person(s) involved. No Supervised Person will be sanctioned for the reporting of any potential or actual violation of the Company’s Insider Trading Policies and Procedures.

Any question you may have regarding these or any other policies and procedures should be discussed with the CCO.


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Personal Securities Trading and Reporting Policy

PERSONAL SECURITIES TRADING AND REPORTING POLICY

In an effort to prevent any violation of the securities laws, rules and regulations and to avoid any conflict of interests or the appearance of any such conflict of interests between the Company and its clients or between Supervised Persons and the Company or the Company’s clients, all Supervised Persons are prohibited from engaging in a purchase or sale of any of the following (excluding through a third party managed account) in which the Supervised Person has a “Beneficial Interest”: (1) an individual publicly traded “Reportable Security”; (2) a derivative instrument which derives its value from any such individual publicly traded Reportable Security; (3) any instrument that is convertible into any individual, publicly traded Reportable Security; (4) interests in a real estate investment trust; or (5) interests in an initial public offering.

Exceptions to the above prohibitions on personal trading include the following: (1) trading in U.S. government bonds, municipal bonds, sovereign bonds, mutual funds that are not managed or sub-advised by RA, exchange traded funds, derivatives on securities market indices or exchange traded funds, futures contracts, options on such derivatives or futures contracts, money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), shares of money market funds, interests in rarities, interests in collectibles, tangible commodities held in physical form, and currencies; (2) sales of securities already held within an account; (3) holdings within your RA 401(k) account or another 401(k) account (excluding securities that can be traded through a brokerage window within a 401(k) plan); and (4) acquisitions of securities by way of gift, inheritance, corporate actions (e.g., stock dividends), stock option plans, or dividend reinvestment plans. Purchases of private securities is generally permitted but all such purchases must be reviewed and pre-approved by the CCO. Purchases and sales of ETFs, Exchange Traded Notes, mutual funds and other Reportable Securities are permitted without pre-clearance. However, it is the responsibility of each Supervised Person to ensure that transactions in such Reportable Securities are properly reported in COMPLYSCI and certified to in the relevant certification period.

1.	DEFINITIONS

Please refer to the Introduction to the Code for all applicable definitions.

2.	PERSONAL SECURITIES TRANSACTIONS AND HOLDINGS REPORTING, CERTIFICATION, AND MONITORING

The COMPLYSCI system shall be used by the Company to record and monitor information regarding personal trading accounts and to monitor activity and transactions in those accounts. The COMPLYSCI system also facilitates Supervised Person’s electronic requests for pre-approval, reporting and certifications related to securities transactions and Accounts.

Upon its adoption and quarterly thereafter, the Supervised Person shall be provided with a copy of this Personal Securities Trading and Reporting Policy, as then in force, via the COMPLYSCI system and shall (1) acknowledge receipt of these policies; (2) affirm having read the policies; and (3) affirm having been in compliance with these policies, as they were in force, since their previous affirmation. In addition, a Supervised Person shall update his or her current list of accounts, including the disclosure of other


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investments not held at a brokerage firm (e.g., participation in limited partnerships, private placements, joint ventures, etc.)

3.	NEW SUPERVISED PERSON REPORTING – INITIAL HOLDINGS AND BROKERAGE REPORTS – CONSENTS

Each Supervised Person, during his or her compliance orientation meeting, will be introduced to the COMPLYSCI system, given an overview of the Compliance Manual including the Code, and shall receive, complete, and return to the Compliance Department, copies of the Initial Brokerage Report and Initial Holdings Report forms within 10 days of beginning employment. These initial reports must contain information that is no older than 45 days before the Supervised Person was hired and must include, among other things, (1) the name of any broker, dealer, or bank with whom the Supervised Person maintains an account in which any Securities are held for the Supervised Person’s direct or indirect Beneficial Interest; and (2) the name, number of shares, and principal amount of each Security (except Non-Covered Securities defined below) in which the Supervised Person has direct or indirect Beneficial Ownership. The Supervised Person must also execute any necessary consent or instructions to his or her broker, dealer, or bank to authorize the automatic delivery of either i) statements, holdings and transaction data to RA via the COMPLYSCI system; or ii) duplicate statements. Please note that RA does not generally permit Supervised Persons to have an account that does not provide automatic data feeds through COMPLYSCI.

4.	REPORTABLE ACCOUNTS

A Supervised Person must report any new Reportable Accounts within 30 days of opening the account. Supervised Persons should use the self reporting section on the COMPLYSCI system to report the new Reportable Account.

4.1. Third-Party Managed Accounts

Supervised Persons who are grantors or beneficiaries over 1) accounts for which they have “no direct influence or control” or, 2) direct indexing accounts, must provide and certify the following information within ten (10) days of their initial start date:

●

The name of the third-party discretionary manager, or trustee;

●

The nature of the relationship between the Supervised Person and the third-party discretionary manager or trustee;

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The custodian where the third-party managed account is held; and

●

Duplicate brokerage statements for any third-party managed accounts.

5.	QUARTERLY REPORTING OF TRANSACTIONS

In order for the Company to monitor compliance with the Code and to comply with Rule 204A-1 of the Advisers Act and Rule 17j-1 of 1940 Act, every Supervised Person is required to report to the CCO or a designee the information described below.

Within 30 calendar days of each quarter end (by April 30, July 30, October 30, and January 30), the Supervised Person shall review, update, certify and submit a quarterly report of the information required


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on the COMPLYSCI system for all securities transactions in which the Supervised Person has or acquired any direct or indirect Beneficial Interest or in which the Supervised Person is a Beneficial Owner containing the following information:

●

The date of the transaction (either trade date or settlement date), the name of the security, the symbol, the number of shares, the maturity date and/or the interest rate, if applicable, and the principal amount of each security involved;

●

The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

●

The price of the security at which the transaction was affected;

●

The name of the broker, dealer or bank with or through whom the transaction was affected; and

●

The name and account number of the personal account.

Unless previously provided through the automated COMPLYSCI system and direct data delivery feeds arranged with the Supervised Person’s account brokers, paper copies of all brokerage account statements for the relevant quarter must be given or delivered to the Compliance Department.

The Supervised Person shall include on each quarterly PITR, transactions in shares of any mutual fund for which RA acts as an investment adviser or sub-advisor.

This 30-day requirement applies to all Supervised Persons, unless a Supervised Person is granted an extension by the CCO due to a delay caused by medical, personal or other considerations, which will be determined on a case-by-case basis.

6.	ANNUAL HOLDINGS REPORTS

Before January 30 of each year, the Supervised Person shall review, update, certify and submit annual Reportable Securities and Reportable Account holdings information as of December 31 of the previous year on the COMPLYSCI system. The report must include the following information, which must be as of a date no more than 45 days prior to the date the report was submitted:

●

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the Supervised Person has any direct or indirect beneficial ownership;

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The name of the broker, dealer or bank with which the Supervised Person maintains an account in which the securities are held; and

●

The date the Supervised Person submits the report.

7.	ACCOUNTS HOLDING BOTH REPORTABLE AND NON-REPORTABLE SECURITIES

Please note that although Supervised Persons are not required to report Non-Reportable Securities, the Supervised Person is required to report all new and existing Reportable Accounts which contain both Reportable Securities and Non-Reportable Securities.

8.	PRIVATE AND LIMITED OFFERINGS


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A Supervised Person may not acquire, directly or indirectly, any Beneficial Interest in a security offered as part of a limited or private offering, without obtaining the prior approval of the CCO. This includes any offering exempt from registration under the Securities Act. A Supervised Person should use the Private Placement Request Form on the COMPLYSCI system to submit his or her requests for pre-approval.

9.	COMPLIANCE REVIEW

All COMPLYSCI system activity that warrants the Compliance Department’s attention will be reviewed timely. Additionally, the Compliance Department will review personal securities activity of all Supervised Persons on a periodic basis. The Compliance Department will research and document each potentially material compliance issue as appropriate. If the Compliance Department believes that a compliance violation may have occurred, the enforcement procedures provided in the Company’s Code will be followed.


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Disclosure of Outside Activities

DISCLOSURE OF OUTSIDE ACTIVITIES

Prior to engaging in an outside activity (“Outside Activity,” as described further below), Supervised Persons must first complete the relevant Outside Activity Disclosure questionnaire using the COMPLYSCI system and discuss with their supervisor and CCO any such Outside Activity. Supervised Persons must also complete through the COMPLYSCI system a quarterly certification regarding all Outside Activities. Examples of Outside Activities that require prior disclosure are those where the Supervised Person will serve as a board member, trustee, employee, manager or officer of a for profit, non-profit, educational or charitable organization. Other examples are activities in which the Supervised Person may spend any significant amount of time during their regular RA work day on such activity, an activity for which the Supervised Person may receive any monetary compensation, or an activity that could create any reputational risk or conflict with the interests of RA or its clients. Any changes regarding your Outside Activities should be reported to the CCO immediately. Please note that volunteerism outside of the RA work day is encouraged and exempted from this policy. “Volunteerism” for purposes of this policy means donated time or services that are occasional in nature and which are outside of board, officer, committee or trustee positions of leadership since these leadership positions can still create risks or conflicts depending upon the nature of these types of activities.


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Gifts and Entertainment Policy

GIFTS AND ENTERTAINMENT POLICY

RA has adopted a Gifts and Entertainment Policy in order to reduce real or perceived conflicts of interest and to assure compliance with limits and restrictions imposed by law. A conflict of interest occurs when your personal interests interfere or could potentially interfere with your responsibilities to the Company and our clients. You should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of value that could influence decision-making. Similarly, you should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel obligated to you or the Company.

1.	RECEIPT OF GIFTS

Generally, you may not accept from any individual or entity any gifts, services, or other things of more than an aggregate annual value of $250 without pre-approval from the CCO and you must use the COMPLYSCI system to request such prior approval. Unless excluded from this policy as described below, the COMPLYSCI system must be used to log all gifts received from persons or entities in or seeking to be in a contractual relationship with RA. Excluded from this policy are i) gifts received in connection with a bona fide personal relationship (e.g., personal gift received in recognition of a life event, such as a birthday, baby shower, wedding, or anniversary); and ii) items of a purely promotional nature of a minimal value bearing the name or logo of the donor company (e.g., novelties, trinkets).

2.	GIVING OF GIFTS

Generally, you may not give to any individual or entity any such gifts, services, or other things of more than an aggregate annual value of $250 without pre-approval from the CCO, which must be obtained by using the COMPLYSCI system. Under no circumstances may you give or offer any gifts to representatives of unions, ERISA plans, Taft Hartley Plans, or any governmental plans which exceed applicable federal or state individual, organizational or aggregate limits, as confirmed with the Compliance Department. Supervised Persons who are also Registered Representatives (see “General Sales, Marketing and Advertising Practices”) are prohibited from giving anything of value (in relation to the business of the recipient’s employer) in excess of $100 per year. Unless excluded from this policy as described below, the COMPLYSCI system must be used to log all gifts given to persons or entities with which RA is or is seeking to be in a contractual relationship. The logging of all such gifts should be accomplished on a periodic basis, no less than quarterly, through uploading the RA accounting system sourced gift expense related data into COMPLYSCI. Excluded from this policy are i) gifts given in connection with a bona fide personal relationship (e.g., personal gift given in recognition of a life event, such as a birthday, baby shower, wedding, or anniversary), and ii) items of a purely promotional nature of a minimal value bearing the applicable name or logo associated with the Company.

3.	CASH GIFTS

You may not give, offer, or accept cash gifts or cash equivalents to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the Company.


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4.	ENTERTAINMENT

Any entertainment provided or received by a Supervised Person may not appear to be extravagant, excessive or affect the independent judgment of the recipient or given with the purpose to obtain, retain, or direct business. Providing entertainment is different than providing a gift since entertainment involves the presence of a RA Supervised Person. Any questions regarding whether or not any entertainment given or received may violate this policy should be discussed with the CCO prior to providing or receiving any such entertainment. Under no circumstances may you give or offer any entertainment to representatives of unions, ERISA plans, Taft Hartley Plans, or any governmental plans that exceed applicable state or federal individual, organizational or aggregate limits.

The COMPLYSCI system must be used to log all entertainment provided to persons or entities with which RA is or is seeking to be in a contractual relationship. The logging of all such entertainment should be accomplished on a periodic basis, no less than quarterly, through uploading the RA accounting system sourced, entertainment expense related data into COMPLYSCI.

5.	ADDITIONAL REPORTING

In addition to providing information using the COMPLYSCI system as described above, Supervised Persons engaged in the activity of providing gifts and entertainment to persons or entities with which RA is or is seeking to be in a contractual relationship are required to also submit appropriate documentation with their expense reports. The CCO will periodically review the COMPLYSCI logs of all gifts and entertainment related expenses and 1) compare these to the COMPLYSCI requests for preapproval submitted for all gifts given in excess of the $250 limit ($100 for Registered Representatives); and, 2) review entertainment expenses to make sure they are not in violation of the policies and procedures.


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Foreign Corrupt Practices Act

FOREIGN CORRUPT PRACTICES ACT

This policy is designed to ensure that RA complies with the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA makes it unlawful for any U.S. company and its related persons to directly or indirectly bribe foreign officials in order to obtain, retain or direct business. RA maintains a Company-wide policy to comply with the FCPA and all other applicable laws against bribery and other improper payments to foreign officials anywhere in the world.

Supervised Persons may not directly or indirectly provide anything of value to any foreign official (including any officer or employee, no matter how low-ranking or high-ranking, of a foreign government, government agency, government-owned enterprise or business, political party, or official or candidate for foreign political office) in order to assist RA or one of its affiliates in obtaining, retaining or directing business. A foreign official includes any officer or employee of a foreign government or any department, agency or instrumentality thereof. Please note that although there are certain “safe harbors” to the FCPA’s prohibition on giving a payment or a thing of value to foreign officials, the use of any such “safe harbors” must be discussed with and approved in writing in advance by the CCO.

1.	GENERAL RULES

●

Direct payments made to foreign officials in order to obtain, retain, or direct business are prohibited.

●

Third-party payments are prohibited. RA may not make payments to a third-party, such as a foreign partner, sales agent, or other intermediary, with knowledge that all or a portion of the payment will be passed to a foreign official. Please note that RA would be deemed to know that an agent or other intermediary will make an improper payment if it is aware of, but consciously disregards, a “high probability” that such a payment will be made.

●

Any suspected violation of the FCPA must be immediately brought to the attention of the CCO.

2.	LIMITED EXCEPTIONS

The following sets forth an exception to the above general prohibitions. Please note that any reliance upon the following exception requires the prior written approval of the CCO and payments will only be approved if the action is deemed appropriate and lawful by the CCO:

●

Payment or reimbursement of reasonable and bona fide expenses of a foreign official (e.g., travel and lodging expenses) related to the promotion, demonstration or explanation of a product or service, or to the execution or performance of an agreement with a foreign government.

3.	RECORD-KEEPING AND INTERNAL ACCOUNTING CONTROL PROVISIONS

All Supervised Persons, agents and others must maintain and report complete and accurate records with respect to all transactions undertaken on RA’s behalf, particularly transactions that may give rise to questions under the FCPA, including amounts paid to foreign partners, sales agents or other


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intermediaries. As such, every Supervised Person and others conducting transactions on RA’s behalf or on behalf of any affiliated entity must timely report to RA’s accounting department on a monthly basis, complete and accurate records with respect to any meals, gifts, entertainment, or anything else of value provided to any foreign official.

4.	ENFORCEMENT AND PENALTIES

The FCPA is enforced jointly by the SEC and the U.S. Department of Justice (“DOJ”). Violators are subject to severe civil and criminal penalties, up to and including imprisonment. The DOJ is responsible for all criminal prosecutions and for civil enforcement against privately-held companies. The SEC has civil jurisdiction over publicly-held companies.


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Political Contributions Policy

POLITICAL CONTRIBUTIONS POLICY

Political contributions made by investment advisers to state government officials have become an area of increasing scrutiny by regulators such as the SEC. The SEC has adopted Rule 206(4)-5 under the Investment Advisers Act of 1940 (Advisers Act) to protect the beneficiaries of state and municipal pension plans and their participants by limiting the ability of investment advisers to improperly influence the decisions of state and local governmental officials responsible for the hiring of investment advisers. Because RA provides or seeks to provide investment advisory services to state or local pension funds, retirement systems or other governmental plans (“government entities”), it is obligated to monitor certain political activities engaged in and contributions made by the Company and its Supervised Persons.

Under Rule 206(4)-5, a contribution is defined as any gift, subscription, loan, advance or deposit of money or anything of value made in connection with any election for federal, state or local office, political action committee (PAC), or local political party. Generally excluded are charitable contributions and the donation of time, such as volunteering and speeches, so long as RA did not solicit the Supervised Person’s efforts and RA’s resources such as office space, telephones and business equipment are not used for the activities.

Political contributions are not prohibited, but maximum limits do apply to contributions for state and local elections. Supervised Persons may contribute up to $350 to a candidate per state or local election (primary and general elections are separate) for whom they are entitled to vote, and up to $150 to a candidate per state or local election for whom they cannot vote. The possible consequences to RA from Supervised Persons or RA making contributions exceeding the maximum amounts could be significant. SEC imposed penalties for violating Rule 206(4)-5 may include forfeiture of investment advisory fees (for a two-year period from the date the inappropriate contribution was made), as well as other fines and sanctions.

Note: Political contributions to federal election candidates (e.g., President, U.S. Senate and U.S. House of Representatives) and PACs not controlled by RA or the contributing party are excluded from the above contribution limits, assuming at the time of contribution the candidate did not hold a state or local government position that was responsible for the hiring of investment advisers. However, federal campaign law limitations may apply. Political contributions to federal election candidates will be prohibited if the candidate(s) is/are directly or indirectly responsible for the hiring of investment advisers.

RA and its Supervised Persons are prohibited from soliciting or making political contributions for the purpose of obtaining or retaining advisory contracts with state and local government entities. Also prohibited are “solicitation” and “coordination” activities by RA and its Supervised Persons for state and local government campaign contributions. Activities considered to be solicitations include any fundraising attempts within the Company, or with family members, friends, neighbors or vendors, as well as bundling contributions for state and local candidates. In general, Rule 206(4)-5 provides that RA and its Supervised Persons are prohibited from doing anything indirectly, which, if done directly, would result in a violation of the Rule.

All Supervised Person’s political contributions and related activities under Rule 206(4)-5 shall be subject to pre-clearance by the Compliance Department. Within COMPLYSCI, Supervised Persons must submit a


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Political Contribution Request along with providing answers to all of the questions asked within COMPLYSCI. The Compliance Department will review each submission and will either approve or deny the request. If the request has been approved, the Supervised Person may then proceed with the described political activity. Supervised Persons are required to complete a Political Contributions Certification via COMPLYSCI on a quarterly basis. Such certification shall provide a detailed description of political activities involved in, as well as political contributions made subject to Rule 206(4)-5 during the applicable reporting period. RA will maintain appropriate books and records of each Political Contribution Request, compliance approval/denial, and each quarterly Political Contributions Certification record for the appropriate time required. RA is also required to keep a list of all government plans to which it provides or has provided investment advisory services in the last five years.

Rule 206(4)-5 has a look-back provision that will prevent RA from doing business with a government entity if it or its Supervised Persons have made an impermissible contribution in the prior two years. This provision will not only affect the ability of RA to do or to charge fees for certain advisory services until the applicable period lapses, but it will also be a consideration in the background checks of new Supervised Persons. The contribution look-back period for a Supervised Person engaged in a marketing role is two years and the look-back period for a Supervised Person engaged in a non-marketing role is six months. Depending on the role (marketing or non-marketing) a new Supervised Person fills, prior contributions made during the applicable look-back period can trigger a Rule 206(4)-5 violation. As such, RA requires disclosure of prior political contributions made within the prior two-year period as part of the due diligence and background check conducted on new Supervised Persons. Please note that because of when Rule 206(4)-5 went into effect, this look-back provision only applies to contributions made on or after March 14, 2011.


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Exceptions

EXCEPTIONS

The CCO, however, may grant written exceptions to the provisions of the Code.


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Administration and Recordkeeping Requirements

ADMINISTRATION AND RECORDKEEPING REQUIREMENTS

1.	ADMINISTRATION OF THE CODE

The CCO or a designee will review all reports and other information submitted under this Code. This review will include, but not be limited to:

●

An assessment of whether the Supervised Person followed the required procedures;

●

An assessment of whether the Supervised Person has traded in the same securities as the Company’s clients and if so, determining whether the client terms for the transactions were more favorable;

●

An assessment of any trading patterns that may indicate abuse, including market timing; and

●

Performing any other assessment that may be necessary to determine whether there have been any violations of the Code.

2.	RECORDKEEPING REQUIREMENTS

The CCO or a designee will be responsible for maintaining the following records pertaining to the Code for the time period specified in Rule 204-2 of the Advisers Act and Rule 17j-1 of the 1940 Act, as applicable:

●

A list of all of the Company’s Supervised Persons, which will include every person who was deemed a Supervised Person at any time within the past five years, even if they are no longer deemed as such;

●

Copies of the Code and all amendments thereto;

●

Copies of all the written acknowledgments submitted by each Supervised Person;

●

A record of any violation of the Code and any action taken as a result of the violation;

●

Copies of each report submitted by a Supervised Person;

●

Copies of all brokerage statements;

●

All pre-clearance decisions and the reasons supporting the decision; and

●

Copies of all written exceptions.


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Privacy Policies and Procedures

PRIVACY POLICIES AND PROCEDURES

1.	INTRODUCTION AND BACKGROUND

RA places great importance on personal information privacy (as defined below). As a result of applicable local and international privacy laws, the collection and processing of personal information is prohibited unless legally justified. In the case of RA, the processing of personal information is in the pursuit of legitimate business interests, which include human resources, client and vendor relations, marketing, and analytics. Additionally, RA’s collection of certain information is required in accordance with the laws and regulations that govern investment advisers registered with the SEC, including among others, the Investment Advisers Act of 1940 (as amended) (“Advisers Act”). In compliance with these regulations, as well as the Gramm Leach Bliley Act (“GLBA”), Regulation S-P and the California Consumer Privacy Act (“CCPA”), we have created these privacy policies and procedures (the “Privacy Policies and Procedures”) to:

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Ensure the confidentiality of records and personal information;

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Protect against any anticipated threats or hazards to the security of records and personal information; and

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Protect against unauthorized access or use of records or personal information that could result in “substantial harm” or “inconvenience” to any interested party.

These Privacy Policies and Procedures, in addition to our external privacy policy and privacy notice, serve as formal documentation of our ongoing commitment to personal information privacy.

SCOPE

RA may collect certain personal information including individual names, email addresses, postal addresses, phone numbers, and, in limited circumstances, tax identification numbers, as well as information that identifies individuals’ computers through the use of cookies with specific consent (the “Personal Information”). Personal Information may be collected and processed by RA for the purposes of administering client accounts, providing products and services as requested by clients, marketing and analytics purposes, vendor relations, and managing human resource processes for the Supervised Persons of RA (e.g. – payroll, benefits, etc.).

3.	POLICIES AND PROCEDURES

3.1 Governance

These Privacy Policies and Procedures shall be implemented and supervised by RA’s Data Protection Officer with the support of RA’s Legal, Compliance, Marketing, and Information Technology departments.

RA also maintains a Data Protection Working Group (the “DPWG”) chaired by the Data Protection Officer. The DPWG will meet regularly to evaluate changes to these Privacy Policies and Procedures and to address other privacy issues as needed.


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Privacy Policies and Procedures

In addition to these Privacy Policies and Procedures, RA maintains an external privacy policy. The Legal and Compliance team is responsible for communicating the external privacy policy to interested parties.

3.2 Restrictions

RA Supervised Persons and affiliates are not permitted to access Personal Information unless they have a specific business need. Any individual accessing Personal Information must exercise the utmost caution in its handling and processing. Additionally, RA Supervised Persons are contractually required to maintain the confidentiality of any Personal Information with which they come in contact.

3.3 Personal Information Sharing

RA does not sell any Personal Information.

RA shares Personal Information with non-affiliated third parties in the following limited circumstances:

1. We disclose Personal Information to companies that assist us in the servicing of accounts.

2. We may enter into “joint marketing relationships” with third-party financial institutions. Such third-parties will be contractually required to protect the confidentiality of any Personal Information provided.

3. We may share lists of RA event attendees and clients (to the extent permitted), in addition to aggregated, non-personal data with our affiliates, agents, business and promotional partners, and other third parties. We may also disclose aggregate statistics in order to describe the Websites to current and prospective business partners, or other third parties.

4. We may disclose or report Personal Information to the extent we reasonably believe, in good faith, that the law requires disclosure or reporting.

5. We may share Personal Information if we believe it is necessary in order to investigate, prevent or take action regarding inappropriate or illegal activities, fraud, or situations involving potential threats to the safety of any person or property.

6. We may share Personal Information as part of a corporate transaction with a successor or affiliate or in connection with any acquisition, merger or sale of assets.

3.4 Personal Information Security and Storage

RA uses a variety of commercially reasonable protections to maintain the security of each individual’s online session, including firewall barriers, encryption techniques, and authentication procedures. RA uses best efforts to ensure that any third parties with which we share your Information maintain strict confidentiality procedures and data privacy frameworks, and only use Personal Information as expressly authorized by us.

Personal Information may only be stored on mapped RA systems or applications approved by the DPWG. Such systems or applications, including email and other electronic communications, are monitored by the Compliance and Information Technology teams to ensure that personal data storage and processing is secure, consistent with these Privacy Policies and Procedures, and is limited to those Supervised Persons authorized to access and administer such Personal Information.


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The Compliance and Information Technology departments also routinely perform audits of third party providers to monitor privacy policies and procedures to safely maintain and store the personal data of RA Supervised Persons and its prospects, clients and affiliates. Personal data maintained by RA may not be transferred to any third party unless approved by the DPWG.

3.5 Addressing Individual Rights

Under applicable laws, individuals have specific rights to request: (1) changes to their Personal Information; (2) a copy of their Personal Information maintained by RA; or (3) the deletion of their Personal Information from RA systems or applications. Interested parties shall communicate these requests in writing to [email protected]. Individuals wishing to delete their Personal Information can: (1) call (888) 412-1255 and leave a message indicating such request, or (2) utilize the “Delete My Information” web form located on the individual’s Website profile page. Requests received must be actioned within 30 calendar days, if not sooner, and will be addressed by RA’s Marketing and Information Technology teams, with supervision by the Legal and Compliance Department.

Additionally, applicable laws allow interested parties to “opt out” of only certain kinds of information-sharing with third parties. We do not share Personal Information of any interested party that triggers the “opt out” rights with any third parties. Further, we do not discriminate against any individuals who wish to exercise their rights to “opt out” or delete their Personal Information.

3.6 Breaches

The destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information maintained by RA is a personal data breach. Any such instance must be communicated immediately to the Data Protection Officer for investigation and correction, if necessary, with Legal, Compliance and Information Technology. RA will maintain a record of personal data breaches and take reasonable steps necessary to limit further breaches and informing authorities and affected parties.


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Recordkeeping Policies and Procedures

RECORDKEEPING POLICIES AND PROCEDURES

RA is subject to specific recordkeeping requirements under the Advisers Act and other state and federal laws affecting our business. RA is also subject to recordkeeping requirements under the 1940 Act for all Investment Company Act funds (mutual funds) it sub-advises.

1.	TIME TO KEEP RECORDS

We must make and keep true, accurate, and current books and records relating to our investment advisory business in an easily accessible place for not less than five (5) years. During the first two (2) years, these records must be maintained on site in our offices.

Our trading records, if any, must be maintained on-site in our office for the first two (2) years after the end of each calendar year. Applicable records relating to transactions with an Investment Company Act fund (mutual fund) must be preserved for six (6) years.

2.	STORAGE

Unless otherwise noted below, original records may be archived electronically on micrographic media, including microfilm, microfiche, or any similar medium, or electronic storage media, including any digital storage medium or system that meets the terms of Advisers Act Rule 204-2.

3.	STANDARD RETENTION

All records we retain must:

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Be arranged and indexed in a way that permits easy location, access and retrieval of any particular record. (See Documentation Procedures.)

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Provide promptly any of the following that the U.S. Securities and Exchange Commission (“SEC”) may request:

A legible, true, and complete copy of the record in the medium and format in which it is stored;

A legible, true, and complete printout of the record;

Means to access, view, and print the record; and

Separately store, for the time required for preservation of the original record, a duplicate copy of the record on any medium allowed by Rule 204-2.

4.	ELECTRONIC RECORDS

For records stored electronically, we shall:

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Maintain and preserve the records so as to reasonably safeguard them from loss, alteration, or destruction;

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Limit access to the records to properly authorized personnel and the SEC; and


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Reasonably insure that any reproduction of a non-electronic original record on electronic storage media is complete, true, and legible when retrieved.

EMAIL

Records of all incoming and outgoing email communications shall be stored, arranged, and indexed like any other electronically stored records in a manner that permits easy location, access, and retrieval. We will separately store a copy of all emails as part of our Business Continuity Plan and establish procedures to reasonably safeguard the emails from loss, alteration, or destruction and limit access to these records to properly authorized individuals. Copies of all email communications will be maintained by an email archiving solution and backup tapes will be made and stored offsite and will be kept for the period required for that type of record, but for no less than seven (7) years before deletion.

6.	TRADING RECORDS

Since RA currently outsources all of its trading activity to Parametric Portfolio Associates LLC (“Parametric”), all documentation of each order or instruction given or received for the purchase, sale, receipt, or delivery of any security as well as documentation of any amendment, modification, or cancellation of any such order or instruction is maintained by Parametric.

Parametric also maintains records of any and all confirmation of trade orders received from banks, brokers, dealers, or other counterparties received in connection with trades. This includes any and all records of electronic communication, such as email, as well as in physical hardcopy form. The Company will directly review these records for completeness and accuracy from time to time.

7.	MODEL PORTFOLIO AND ASSET ALLOCATION RECOMMENDATIONS

We maintain the initial and final model portfolio and asset allocation, including any modifications thereto, which are made and retained on behalf of any funds we sub-advise. We shall also maintain applicable internal working papers and other records or documents that are necessary to form the basis of any recommendation.

8.	CUSTODY

Under federal securities law, RA would be deemed to have custody of client assets if an affiliate acts as the General Partner to a limited partnership offered to clients. We do not have, and do not accept, physical care or custody of the assets of any client. Custody shall be maintained with a Qualified Custodian (as defined in the Advisers Act), subject to certain safekeeping standards. If any client sends cash or other assets to us, or if a Supervised Person receives client assets for any reason, the Supervised Person should promptly notify the CCO who will take immediate and appropriate action to return the assets to the client or to deposit them with the designated custodian.

RA complies with the requirements of the Advisers Act regarding custody and its monthly statements to managed accounts reminding each client to compare their statement to the statement from their custodian.


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9.	PORTFOLIO ACCOUNTING RECORDS

Unless otherwise noted, we will keep records for five (5) years from the year-end in which the composite or portfolio ceases to exist. The rules for retention include:

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All accounts, books, internal working papers, and any other records or documents that are necessary to form the basis for or demonstrate the calculation of the performance or rate of return of any or all managed accounts or securities recommendations in a notice, circular, advertisement, newspaper article, investment letter, bulletin, factsheet, retrospective, or other communication that we circulate or distribute, directly or indirectly, to 10 or more persons (other than persons connected with RA); provided, however, that with respect to the performance of managed accounts, the retention of all account statements, if they reflect all debits, credits, and other transactions in a client’s account for the period of the statement, and all worksheets necessary to demonstrate the calculation of the performance of rate of return of all managed accounts shall be deemed to satisfy these requirements.

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Worksheets necessary to calculate performance (for so long as we use performance calculations resulting from such records, but not less than five (5) years, or, in the case of mutual funds, six (6) years).

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Portfolio statements (6 years for mutual funds).

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Custodial or brokerage statements (6 years for mutual funds).

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List of portfolios in which we have investment discretion.

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Management fee invoices.

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Client letters (performance statements).

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Limited partnership financial statements.

10.

CLIENT DOCUMENTATION

Unless otherwise noted, client documentation will be maintained for no less than five (5) years from creation date. The rules for retention include:

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Advisory contracts and related amendments (any contracts with mutual funds or advisers to mutual funds must be retained for six (6) years).

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Documentation supporting advisory contracts, e.g. trust agreements, corporate resolutions, and signature lists (any documentation supporting contracts with mutual funds or advisers to mutual funds must be retained for six (6) years).

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New account set-up sheet (six (6) years for mutual fund portfolios).

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Electronic copies of all written communications received and copies of all written communication we send relating to:

Any recommendation made or proposed to be made and any advice given or proposed to be given;

Any receipt, disbursement, or delivery of funds or securities; and


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The placing or execution of any order to purchase or sell any security.

Note: We are not required to keep any unsolicited market letters or other similar communications of general public distribution not prepared by or for us.

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A list or other record of all accounts in which we are vested with any discretionary power with respect to the funds, securities, or transactions of any client.

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All powers of attorney and other evidences of the granting of any discretionary authority by any client to us.

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All written agreements (or copies thereof) we have entered into with any client or otherwise relating to our business.

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A copy of each written statement and each amendment or revision thereof, we have given or sent to any client or prospective client, such as Form ADV or a company brochure, and a record of the dates that each written statement and each amendment or revision thereof, was given, or offered to be given, to any client or prospective client who subsequently became a client.

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All written acknowledgements of receipt obtained from clients evidencing receipt of Form ADV or company brochure.

11.

MARKETING MATERIALS

Generally, five (5) years after the end of the fiscal year when last used. The rules for retention include:

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All marketing materials used in advertising.

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One-on-one presentation materials.

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Responses to requests for proposal (“RFPs”) and requests for information (“RFIs”).

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RA is not required to keep any unsolicited market letters and other similar communications of general public distribution not prepared by or for RA.

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A copy of any notice, circular, or other advertisement offering any report, analysis, publication, or other investment advisory service to more than 10 persons. We are not required to keep a record of the names and addresses of the persons to whom it was sent except that if such notice, circular, or advertisement is distributed to persons named on any list, we shall retain with the copy of such notice, circular, or advertisement a memorandum describing the list and the source thereof.

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A copy of each notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication that we circulate or distribute, directly or indirectly, to 10 or more persons (excluding persons connected with RA). If any of these documents recommend the purchase or sale of a specific security and does not state the reasons for the recommendation, then a memorandum from us indicating the reason.

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All accounts, books, internal working papers, and any other records or documents that are necessary to form the basis for, or demonstrate the calculation of, the performance or rate of return of any or all managed accounts or securities recommendations in any notice, circular, advertisement, newspaper article, investment letter, bulletin, factsheet, retrospective, or other communication that we circulate or distribute, directly or indirectly, to 10 or more persons (other


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than persons connected with RA); provided, however, that with respect to the performance of managed accounts, we shall retain all account statements (reflecting all debits, credits, and other transactions in an account for the period of the statement) and all worksheets necessary to demonstrate the calculation of the performance or rate of return of all such accounts.

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All agreements with solicitors, evidence of our efforts to confirm compliance by any solicitors with such agreements, a signed and dated acknowledgment of receipt of our Form ADV Part 2A and 2B (or brochure containing the same information), the written disclosure statement and the Solicitor’s Disclosure Document by each client in connection with any such solicitation agreement.

12.

COMPLIANCE RECORDS

Unless otherwise noted, the following records shall be kept for five (5) years:

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Our Code of Ethics, as in effect at any time.

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A list of all Supervised Persons, Supervised Persons and Covered Associates as such terms are defined in the Advisers Act.

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Quarterly Political Contributions Certifications.

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Personal Investment Transaction Reports/Certifications, each report/certification containing:

The date and nature of the transaction (i.e., purchase, sale, or other transaction);

The amount of the security (number of shares or units) traded and the unit or share price at which it was effected;

The title of the investment including, as applicable: the exchange ticker symbol or CUSIP number, interest rate and maturity date, and principal amount of each reportable security involved;

The name of the broker, dealer, or bank with or through whom the transaction was effected;

Whether the Supervised Person’s beneficial interest is direct or indirect; and

The date the report/certification was submitted.

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Initial Public Offering and Limited Offering Pre-Clearance Requests.

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Initial and Annual Brokerage Reports.

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Initial and Annual Holdings Reports/Certifications.

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Acknowledgements of Receipt of the Compliance Manual and understanding of policies and procedures.

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Memos or other written communications regarding personal securities transactions review and documentation of related personal securities trading violations.

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Electronic records of brokerage account holdings and securities transactions supplied by brokers to the COMPLYSCI system.

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Personal brokerage account statements, if applicable.

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Our compliance policies and procedures, as in effect at any time.


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Any records documenting our annual review of our compliance policies and procedures.

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Any records documenting for the Board of Directors of any fund advised or sub-advised by RA that is registered under the Act of 1940 a written report setting forth the following:

A summary of existing procedures to detect and prevent insider trading;

Full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation;

An evaluation of the current procedures and any recommendations for improvement; and

A description of our continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

13.

CORPORATE AND ACCOUNTING RECORDS

Unless otherwise noted, the following records shall be kept for five (5) years:

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Journal or journals, including cash receipts and disbursements records, and any other records of original entry forming the basis of entries in any ledger.

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General and auxiliary ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income, and expense accounts.

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Financial statements (balance sheets, income statements, annual financial statements).

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Trial balances.

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Internal audit work papers.

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Invoices.

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Bank records (e.g., checkbooks, bank statements, canceled checks, and cash reconciliations).

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Corporate/business tax-related documents.

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Bills or statements (or copies thereof), paid or unpaid.

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Records relating to our status as a limited liability company, including any charters, minute books, and evidence of interests shall be kept and maintained on our premises for three (3) years after we are registered as an investment adviser.

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Records required to be created and maintained pursuant to the Business Continuity Plan.


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14. HUMAN CAPITAL RECORDS

All employment records are maintained and managed by the Vice President, Human Resources and unless otherwise noted the following documents shall be kept for five (5) years:

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Employment Application

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Resume

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Offer Letter

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Employment Agreement

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Payroll Authorization forms (W-4/EDD forms)

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Records of change in payroll rate, title, etc.

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Notices of leave of absence, etc.

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Notices of commendation, warning, discipline or termination

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Miscellaneous

Background checks

Reference checks

Investigative files for harassment, discrimination claims, etc.

I-9’s

Medical Enrollment Forms (may contain confidential medical information)

Family/Medical Leave request forms (if nature of illness is included)

Return to work releases

Worker compensation records

Any other medical information

15. RESEARCH MATERIALS

Unless otherwise noted, the following materials should be retained for five (5) years (Please note that if the product of the research is used in marketing materials then review the time requirements above in the section for marketing materials):

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Derivative-based products.

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Equity-based products.

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Research materials used to prepare and maintain models.

16. PROXY VOTING MATERIALS

Unless otherwise noted, the following materials should be retained for five (5) years:

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Copies of all proxy voting policies and procedures required by Rule 206(4)-6 under the Advisers Act.

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A copy of each Proxy received regarding client securities (we may rely on obtaining a copy of a proxy statement from the SEC’s EDGAR system).

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A record of each vote cast on behalf of clients.


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A copy of each written client request for information on how Proxies were voted on behalf of the client, and a copy of our written response to any (written or oral) client request for information on how Proxies were voted on behalf of the requesting client. We may rely on proxy statements and records of proxy votes maintained with a third-party such as a proxy voting service, provided that RA has obtained an undertaking from the third-party to provide a copy of the documents promptly upon request.

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A copy of any document we created that was material to making a decision on how to vote Proxies on behalf of a client or that memorializes the basis for that decision.

17. OTHER DOCUMENTS

Unless otherwise noted, the following documents should be kept for five (5) years:

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Vendor contracts.

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Any agreements relating to our business.

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Mutual Funds. Records for all mutual funds we manage or sub-advise shall be maintained for six (6) years. All transactions relating to mutual funds shall be preserved for six (6) years.

18. DESTRUCTION OF DOCUMENTS

Supervised Persons shall not destroy any Company records at any time without first obtaining the written approval of the COO and CCO. If you have any questions regarding specific records and the applicable current retention period, contact the Compliance Department for current guidelines and policies. Electronic communications will automatically be purged seven (7) years after creation.

19. DOCUMENTATION PROCEDURES

19.1 Safekeeping of Physical Documents

Any and all physical documents retained for safekeeping should be filed in the following manner:

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Each department is responsible for the safekeeping and preservation of relevant hard copy documents. The Executive/Administrative Assistant for each department shall be responsible for documentation filing of their respective department.

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Documents should be maintained and preserved in an organized manner readily available and easily accessible. Documents for the previous two (2) full calendar years must be maintained at our main offices with older documents stored and preserved in an appropriate documentation storage facility. Each department should keep and maintain a log of documentation files including the place of their location.

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Documentation shall be stored in files with appropriate file labels to indicate its contents. The file labels should indicate at a minimum the subject matter, year and detail of the contents. The Executive/Administrative Assistant for each department shall be responsible for maintaining an inventory of all records stored at our main office and in storage.


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19.2 Labeling of Confidentiality or Privileged Communication

Any and all confidential documents, whether in electronic or physical hardcopy paper form, must be labeled “Confidential” in order to give notice of its confidentiality to those who come into contact with the document. Documentation subject to a protected relationship between RA’s in-house attorney or outside counsel and a Supervised Person shall be labeled as a “Privileged Communication,” as needed.

19.3 Electronic Documentation Storage and Maintenance

Storage and maintenance of electronic documents are discussed in various sections of this Manual. Please refer to the applicable section.


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Electronic Communications and Social Media

ELECTRONIC COMMUNICATIONS AND SOCIAL MEDIA

The rapid expansion and use of electronic media presents unique challenges for investment advisers regarding the retention of documents that are required to be maintained in accordance with those rules promulgated under the Investment Advisers Act of 1940 (the “Advisers Act”). In recent years, the SEC and other regulatory agencies also have expressed concerns surrounding the implementation of appropriate physical, electronic and procedural safeguards to protect the privacy of client records and information. Furthermore, the increased use of the Internet, social media applications, and email exposes an investment adviser’s systems to infiltration by computer viruses, which are becoming increasingly sophisticated and dangerous, and which, by their nature, attack randomly.

All Supervised Persons are reminded that because RA is subject to SEC regulations, our email and social media usage is subject to recordkeeping requirements as set forth under Rule 204-2 of the Advisers Act. Specifically, this Rule requires an investment adviser (and by extension, its Supervised Persons) to maintain various books and records related to its business including, but not limited to: financial and accounting records, advisory business records, communications to and from clients, trading records, marketing and performance records, custody records, and proxy voting records. In addition, confidentiality and ethics must be considered whenever communicating on behalf of the Company and its clients.

1.	POLICY

All RA business communications are to be made exclusively through RA’s controlled services. Supervised Persons are not allowed to engage in RA business communications through personal email accounts or other personal devices. Use of the Internet by authorized personnel to distribute information on available RA products and services must comply with all applicable laws and contain applicable disclosures as appropriate. Moreover, Supervised Persons shall not use any Bloomberg communication system or text communications through mobile devices to conduct business on behalf of RA; these can only be used for internal administrative matters (e.g., to schedule a meeting). Please note that all business communications must be made in an ethical manner. All communications conducted on behalf of RA remain the property of RA and thus no privacy rights are afforded to business communications by Supervised Persons.

In addition to the above, in order to comply with applicable regulations, including privacy laws and recordkeeping requirements, video recordings through Zoom are prohibited unless approval has been expressly granted to an individual or group by the Zoom Admin team ([email protected]). Zoom recordings are only permitted for legitimate business purposes, such as webinars or video interviews, and such uses must comply with relevant firm policies and procedures. Please see General Sales, Marketing and Advertising Practices for further information.

2.	ELECTRONIC COMMUNICATIONS PROCEDURES (“ECP”)

2.1 Electronic Communications Procedures


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The following procedures are designed to ensure that reasonable electronic communication standards are consistently adhered to.

Correspondence: All electronic communications sent or received by a Supervised Person to or from a client, potential client, service provider or another Supervised Person, including email, instant messaging, social media or fax, regarding RA’s advisory business should be treated in the same manner and with the same importance as if such communication was sent or received in paper format. In addition, such communication is subject to the recordkeeping requirements under the Advisers Act, which mandates that certain documentation be maintained by an adviser generally for a period of at least five (5) years from the date the communication was created – the first two (2) years from an easily accessible location. Because all communications sent by RA are electronic, RA will store the communications per the storage requirements per the RA Recordkeeping Policies and Procedures in Section 15. Examples of some of the types of communication that should be retained are given below. It is the responsibility of the Supervised Person who sends or receives the written electronic communication to ensure that such communication is maintained in accordance with RA’s books and record-keeping retention requirements as outlined in this Manual. This includes assessing if the communication falls within the definition of what must be retained, and taking appropriate steps to retain documents that do.

Email: Supervised Persons must take great care in preparing and sending both internal and external emails. Certain emails that are sent to more than one person (including clients, prospective clients, etc.) may be advertisements that are subject to the marketing and advertising rules under the Advisers Act. Thus, the same care should be taken in creating such emails as would be taken when creating a new marketing or promotional piece.

Email, whether business or personal, must be appropriate in both tone and content. Supervised Persons should be aware that the emails that they send or receive through RA’s computers are maintained by RA and at any time and without notice to the Supervised Person are subject to monitoring and review by RA’s compliance team or others as permitted or required by law.

Instant Messaging: Instant messaging is a form of electronic communication that allows one user to communicate with another user in real time. The same procedures that apply to emails listed above, apply to a Supervised Person’s use of instant messaging.

Performance Materials: On October 1, 2017 the SEC’s amendment to Rule 204-2(a)(16) went into effect requiring advisers to maintain books and records supporting performance claims delivered to more than one (1) person. Per the rule, the adviser:

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Must maintain records supporting performance claims in communications delivered to ANY person (e.g., books, internal work papers, etc.);

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Must include performance calculations and rates of return delivered to any person; and

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Must maintain originals of all written communications received and sent relating to performance or rate of return of any managed account or securities recommendation.

Since there are no carve-outs for 1:1 communications, all performance related materials must be maintained by RA. The same procedures that apply to emails listed above, apply to a Supervised Persons distribution of performance materials.

2.2 Harassment and Discrimination


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Electronic Communications and Social Media

Messages on RA’s voicemail, email or instant messaging systems are subject to the same policies regarding harassment and discrimination as are any other workplace communications. Offensive, harassing, or discriminatory content or inappropriate language such as profanity, in any message, is strictly prohibited, and any such use will subject the Supervised Person to disciplinary action, including termination.

2.3 Security

The Internet is not a secure environment. Files and email can be intercepted and read by technically savvy Internet users, including competitors. All Supervised Persons should attempt to limit the amount of confidential non-public client information, classified, or proprietary information that is transmitted electronically to only that which is necessary and required to conduct one’s job. All electronic communications containing these types of confidential information must adhere to all procedures and requirements outlined in RA’s Privacy Policies and Procedures.

2.4 Reporting Problems

The CCO and the Company’s Help Desk must be notified if a Supervised Person discovers that: 1) confidential non-public information or sensitive and/or inside information regarding RA’s clients or business has been lost, disclosed to unauthorized parties or suspected of being lost or disclosed; 2) unauthorized use of RA’s systems has taken place, or is suspected of taking place; or 3) passwords or other system access control mechanisms are lost, stolen, or disclosed, or suspected of being lost, stolen, or disclosed. In addition, all unusual system behavior, such as missing files, frequent systems crashes, misrouted messages and the like should be reported immediately to the CCO and the RA Help Desk as one of these issues may indicate a computer virus infection or similar security problem. Please refer to RA’s Information Security Policy for additional important information.

2.5 Monitoring and Surveillance Program

In order to ensure compliance with these procedures, RA reserves the right, subject to applicable law, to monitor (which includes, without limitation, the right to access, intercept, disclose, record or review) all communications created, delivered and/or stored via RA’s systems. Thus, Supervised Persons should be mindful that their emails, blogs, social media sites and instant messages may be reviewed on a random basis. At any time, RA’s compliance team or IT may require a Supervised Person to provide them with any of their electronic access codes, user names and/or passwords.

Supervised Persons are prohibited from using RA’s systems for personal gain.

Erasure Not Reliable: RA maintains communication firewalls and has retained the services of an Internet-based company to archive all incoming and outgoing emails on the Company server. All Supervised Persons should be aware that erasing messages may not be permanent, and erased messages can be retrieved for audit, examination, and review purposes. Therefore, Supervised Persons should not assume an erased message will remain private.

Message Access: Communications on the Company’s voicemail, email, or instant messaging systems are to be accessed only by the intended recipient and by others at the direct request of the intended recipient. However, RA reserves the right, at its discretion, to access communications on any of these Company systems at any time. Any attempt by persons other than those authorized to access messages on any of these systems will constitute a serious violation.


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2.6 Escalation to Compliance

Compliance with this ECP and Procedures applies to all Supervised Persons, and all Supervised Persons are expected to communicate any known infraction of this policy to the CCO, who will evaluate accordingly and determine if the activity warrants sanctions, up to and including a recommendation to terminate the individual(s) involved.

For purposes of this Social Media Policy, “Social Media” includes all means of communicating or posting information or content of any sort on the Internet, including to your own or someone else’s web log or blog, journal or diary, personal web site, social networking, professional networking or affinity web site, web bulletin board or a chat room, as well as any other form of electronic communications. A Social Media messaging system includes any interface which allows one Social Media user to communicate with one or multiple other users, or which otherwise mimics an email, instant messaging, or similar system.

All Supervised Persons must exercise good judgment and take care in their communications outside the workplace. The things a Supervised Person says and does can negatively affect how people think about that person and RA. Supervised Persons should be especially careful when posting opinions on social websites. The casual nature of social websites can lead to misinformation and confusion about the views expressed and can cause embarrassment for both the individual and RA.

It is RA’s policy that except in the limited circumstances applicable to expressly authorized RA business-related usage of Social Media outlined below, Supervised Persons may NOT:

●

Conduct RA business through Social Media or any messaging system contained within a Social Media site;

●

List their RA email address on any Social Media site (other than as provided for below);

●

Use the RA name (except that you may identify your affiliation with RA provided you comply with the other requirements of this policy);

●

Use any RA logo or RA related trademarks or service marks;

●

Post information about RA, its products or strategies, any securities-related product, its strategic relationship partners or clients or their products or services, or any RA Supervised Persons;

●

Disclose confidential information about work at RA, including but not limited to, clients, products or strategies, or otherwise;

●

Make any statement that may be considered financial advice or might influence trading in a security;

●

Post information that could damage the reputation of RA;

●

Use a social or personal website to conduct RA business;

●

Post, transfer, disclose or share any of the following:

Material, non-public or insider information;

Confidential or internally used information about or related to your work at RA, including but not limited to, clients, products, strategies, or otherwise;

Trade secrets, including, but not limited to, information regarding the development of methodology, systems, processes, products, know-how or technology;


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Attorney-client privileged communications (i.e., text copied from communications between a lawyer in RA’s Legal Department and a RA Supervised Person, a summary of a conversation between a lawyer in RA’s Legal Department and a RA Supervised Person, or text copied from or a summary of any communication between a Supervised Person of RA and an outside attorney or law firm);

Inappropriate materials that may include discriminatory remarks, harassment, threats of violence, bullying, or obscene, malicious, or similar inappropriate or unlawful conduct; or

Any false information or rumors.

Note: Activities which are solely charitable in nature that are engaged in by RA and/or its Supervised Persons are not considered RA business for purposes of RA’s Social Media Policies and Procedures.

2.7 Procedures

RA has adopted the following procedures, which all Supervised Persons are expected to follow. Any questions related to these procedures should be escalated to the CCO.

2.8 Business-Related Uses of Social Media

To use Social Media for a Business-Related purpose, the Supervised Person must:

●

Seek approval from Compliance Department and use an approved social media account. Generally, the Compliance Department approves certain designated Supervised Persons for posting of RA related content to Social Media platforms; and

●

If a business-related message or posting comes to you through a pre-approved Social Media messaging system, this would be deemed a business communication and any response must be pre-approved by Compliance.

●

Links to content that has already been preapproved by Compliance that is posted on a pre-approved Social Media account does NOT require additional approval.

Any other business-related use of Social Media requires pre-approval by the Compliance Department.

A Supervised Person that has been designated and approved to post RA’s related content on the Company’s Social Media platforms may not use these platforms in a way that could be interpreted by the SEC to be directly or indirectly, publishing, circulating, or distributing any advertisement which refers, directly or indirectly, to any testimonial of any kind concerning RA or concerning any advice, analysis, report or other service rendered by RA. The SEC staff consistently interprets the term client “testimonial” to include a statement of a client’s experience with, or endorsement of, an investment adviser. The SEC has stated that the use of “social plug-ins” by a client such as the “like” feature on a social media site could be viewed as a testimonial. Therefore, the following applies:

●

If any person or entity makes any statement about RA or its Supervised Persons through RA’s Social Media platforms that could be viewed as a testimonial or an endorsement, neither RA nor any of its Supervised Persons are permitted to retweet, reply to, or take any other action which could result in a perceived attempt to republish, recirculate or distribute any such testimonial or endorsement;

●

If any person or entity is a client of RA and such client makes any statement in conjunction with RA’s Social Media platforms that could be perceived as a client testimonial or endorsement, such


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statement, if possible, should be immediately deleted in conjunction with providing sufficient notification of the same to the Compliance Group; and

●

Any relevant RA Social Media platform functionality that could be used by RA’s clients as a client testimonial or endorsement (e.g., a “like” on Facebook or LinkedIn, or an endorsement of skills on LinkedIn) should be disabled or deleted, if possible, to prevent such actions on the part of clients.

2.9 Guidelines for Personal Use of Social Media

In connection with any personal use of Social Media (i.e., any use other than an acceptable business-related use of Social Media listed above), a Supervised Person may only list his or her RA email address (i) on an accurate resume, work history or experience summary posted to the site; or (ii) on his or her LinkedIn profile page.

Supervised Persons should follow the guidelines below:

●

If a Supervised Person chooses to list that he or she is employed by RA and the person’s RA title, this information must be accurate and up to date and must be identical to that Supervised Person’s official RA title as on file with RA’s Human Capital Management;

●

A Supervised Person cannot make any posts which mention RA, unless the Supervised Person has been approved by Compliance and there is archiving of the posts;

●

With the exception of charitable related activities, unauthorized Supervised Persons may not “like”, “recommend”, forward, share, comment to or indicate any support for RA business postings through its RA controlled Social Media platforms (e.g., LinkedIn, or Twitter) or website or provide any other indications that could be interpreted as an endorsement, testimonial, advertisement or marketing related to RA or its Supervised Persons, products or services; and

●

All Supervised Persons must disable the endorsement functionality on their personal LinkedIn page since any endorsements of such a Supervised Person by a client could be construed as a Supervised Person’s endorsement of RA.

Supervised Person usage of Social Media should also comply with RA’s ECP.

2.10 Monitoring of Social Media Usage

RA monitors Supervised Persons usage of Social Media sites even if not accessed through RA’s systems per the ECP. Any usage by a Supervised Person involving reference to RA (whether business related or personal) that does not conform to these Policies and Procedures or any other relevant RA policy may result in disciplinary action, up to and including termination of employment.

Requirements related to books and records maintenance may be found in Section 15 of this Manual.


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