Form POS AMI PIMCO FUNDS

December 2, 2016 6:05 AM EST

As filed with the Securities and Exchange Commission on December 2, 2016

File No. 811-05028

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT

COMPANY ACT OF 1940

 

  

 

  Amendment No. 396   

PIMCO Funds

(Exact name of Registrant as Specified in Charter)

650 Newport Center Drive

Newport Beach, California 92660

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including area code:

(866) 746-2606

 

Robert W. Helm, Esq.

Brendan C. Fox, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

  

Brent R. Harris

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

(Name and Address of Agent for Service)

It is intended that this filing will become effective immediately upon filing in accordance with Section 8 of the Investment Company Act of 1940 and the rules thereunder.


EXPLANATORY NOTE

This Amendment No. 396 to the Registration Statement of PIMCO Funds (the “Trust” or the “Registrant”) on Form N-1A (File No. 811-05028) (the “Registration Statement”) is being filed to make changes to the Trust’s Amendment No. 392 under the Investment Company Act of 1940, as amended (the “1940 Act”), as filed on July 27, 2016, as amended, as pertaining to the Offering Memorandum Supplements. This filing amends, and is not intended to otherwise supersede or affect, the Offering Memoranda and Offering Memorandum Supplements of the Trust’s Private Account Portfolio Series, as filed on July 27, 2016, as amended, which are incorporated herein by reference.

The shares of beneficial interest in the Private Account Portfolio Series are not registered under the Securities Act of 1933, as amended (the “1933 Act”), because such shares will be issued by the Registrant solely in private placement transactions that do not involve any “public offering” within the meaning of the 1933 Act. Shares of the Private Account Portfolio Series may be purchased only by clients of Pacific Investment Management Company LLC (“PIMCO”), including separately managed private accounts and investment companies registered under the 1940 Act, and other funds, who are “accredited investors,” as defined in Regulation D under the 1933 Act, and either (i) “qualified purchasers,” as defined for purposes of Section 3(c)(7) of the 1940 Act, or (ii) “qualified institutional buyers,” as defined in Rule 144A(a)(1) under the 1933 Act. Shares of the Private Account Portfolio Series may also be purchased by certain investors outside of the United States consistent with applicable regulatory requirements. This Amendment is not an offer to sell, or a solicitation of any offer to buy, any security to the public within the meaning of the 1933 Act.


PIMCO Funds

Private Account Portfolio Series

Amendment Dated December 2, 2016 to the

Private Account Portfolio Series Offering Memorandum Supplement

dated July 29, 2016, as amended (the “OM Supplement”)

Disclosure Related to PIMCO Total Return Active Exchange-Traded Fund,

a series of PIMCO ETF Trust

Effective immediately, the disclosure in the “Management of the Trust—Legal Proceedings” section of the OM Supplement is deleted in its entirety and replaced with the following.

Legal Proceedings

Pacific Investment Management Company LLC (“PIMCO”), the investment manager of the PIMCO Total Return Active Exchange-Traded Fund (“BOND”), has entered into a settlement agreement with the U.S. Securities and Exchange Commission (“SEC”) that relates to BOND.

The settlement relates to disclosures regarding BOND’s performance attribution during the first four months of its existence in 2012 and the valuation of 43 smaller-sized positions of non-agency mortgage-backed securities using third-party vendor prices, as well as PIMCO’s policies and procedures related to these matters.

The settlement resolves the SEC’s investigation of BOND.

Investors Should Retain This Amendment for Future Reference


PIMCO Funds

Private Account Portfolio Series

Amendment Dated December 2, 2016 to the

Private Account Portfolio Series: PIMCO Short-Term Floating NAV Portfolio III

Offering Memorandum Supplement, dated July 29, 2016, as amended (the “OM Supplement”)

Disclosure Related to PIMCO Total Return Active Exchange-Traded Fund,

a series of PIMCO ETF Trust

Effective immediately, the disclosure in the “Management of the Trust—Legal Proceedings” section of the OM Supplement is deleted in its entirety and replaced with the following.

Legal Proceedings

Pacific Investment Management Company LLC (“PIMCO”), the investment manager of the PIMCO Total Return Active Exchange-Traded Fund (“BOND”) has entered into a settlement agreement with the U.S. Securities and Exchange Commission (“SEC”) that relates to BOND.

The settlement relates to disclosures regarding BOND’s performance attribution during the first four months of its existence in 2012 and the valuation of 43 smaller-sized positions of non-agency mortgage-backed securities using third-party vendor prices, as well as PIMCO’s policies and procedures related to these matters.

The settlement resolves the SEC’s investigation of BOND.

Investors Should Retain This Amendment for Future Reference


PART C.  

OTHER INFORMATION

Item 28. Exhibits

 

(a)      (1)   

Amended and Restated Declaration of Trust dated November 4, 2014(25)

     (2)   

Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest dated February 24, 2015(27)

(b)        

Amended and Restated By-Laws of Registrant dated November 4, 2014(25)

(c)        

Not applicable

(d)      (1)   

Amended and Restated Investment Advisory Contract dated February 23, 2009(3)

     (2)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Corporate Bond Fund dated May 19, 2009(4)

     (3)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to fee changes dated October 1, 2009(6)

     (4)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO CommoditiesPLUS® Strategy Fund dated February 23, 2010(7)

     (5)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO High Yield Spectrum Fund dated August 17, 2010(8)

     (6)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to certain fee reductions dated October 1, 2010(9)

     (7)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Funds: Private Account Portfolio Series – Senior Floating Rate Portfolio, PIMCO Senior Floating Rate Fund, PIMCO Total Return Fund IV, PIMCO RAE Fundamental PLUS International Fund, PIMCO RealPath 2025 Fund, PIMCO RealPath 2035 Fund and PIMCO RAE Fundamental PLUS Small Fund dated February 28, 2011(10)

     (8)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Credit Absolute Return Fund and PIMCO Inflation Response Multi-Asset Fund dated May 23, 2011(12)

     (9)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Funds: Private Account Portfolio Series – Low Duration Portfolio and PIMCO Funds: Private Account Portfolio Series – Moderate Duration Portfolio dated August 16, 2011(13)

     (10)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO California Municipal Bond Fund, PIMCO National Intermediate Municipal Bond Fund, PIMCO Short Asset Investment Fund and PIMCO Funds: Private Account Portfolio Series – Short Term Floating NAV Portfolio III dated February 28, 2012(15)

     (11)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to PIMCO RealPath 2045 Fund dated November 8, 2011(14)

     (12)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated August 15, 2012(18)

     (13)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(19)

 

2


(14)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO StocksPLUS® International Fund (Unhedged), PIMCO StocksPLUS® International Fund (U.S. Dollar Hedged), PIMCO StocksPLUS® Small Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® Short Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated March 22, 2013(21)

(15)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(22)

(16)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE Fundamental PLUS International Fund, PIMCO RealPath Income Fund, PIMCO RealPath 2020 Fund, PIMCO RealPath 2025 Fund, PIMCO RealPath 2030 Fund, PIMCO RealPath 2035 Fund, PIMCO RealPath 2040 Fund, PIMCO RealPath 2045 Fund, PIMCO RealPath 2050 Fund and PIMCO Senior Floating Rate Fund dated October 1, 2013(24)

(17)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE Low Volatility PLUS EMG Fund, the PIMCO RAE Low Volatility PLUS Fund, and the PIMCO RAE Low Volatility PLUS International Fund dated November 5, 2013(23)

(18)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory

Contract relating to the PIMCO RealPath 2055 Fund dated August 12, 2014(25)

(19)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(25)

(20)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(27)

(21)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(28)

(22)  

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Corporate Bond Fund and PIMCO Inflation Response Multi-Asset Fund dated October 1, 2015(33)

(23)  

Amended and Restated Asset Allocation Sub-Advisory Agreement relating to PIMCO All Asset Fund and PIMCO All Asset All Authority Fund dated December 1, 2010(11)

(24)  

Supplement to Amended and Restated Asset Allocation Sub-Advisory Agreement relating to PIMCO All Asset Fund and PIMCO All Asset All Authority Fund and Sub-Advisory Agreement relating to PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund and PIMCO RAE Fundamental PLUS Small Fund dated December 1, 2012(19)

(25)  

Amended and Restated Sub-Advisory Agreement relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Low Volatility PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO RAE Low Volatility PLUS International Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO RAE Low Volatility PLUS Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated December 20, 2013(23)

(26)  

Amendment to Amended and Restated Sub-Advisory Agreement relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(26)

 

3


(e)      (1)   

Amended and Restated Distribution Contract dated April 1, 2012(16)

     (2)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated August 15, 2012(18)

     (3)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(19)

     (4)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO StocksPLUS® International Fund (Unhedged), PIMCO StocksPLUS® International Fund (U.S. Dollar Hedged), PIMCO StocksPLUS® Small Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® Short Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated March 22, 2013(21)

     (5)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(22)

     (6)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO RAE Low Volatility PLUS EMG Fund, the PIMCO RAE Low Volatility PLUS Fund, and the PIMCO RAE Low Volatility PLUS International Fund dated November 5, 2013(23)

     (7)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO RealPath2055 Fund dated August 12, 2014(26)

     (8)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(26)

     (9)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(27)

     (10)   

Supplement to Amended and Restated Distribution Contract relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(28)

     (11)   

Form of Sales Agreement(37)

     (12)   

Form of Sales Agreement(37)

(f)        

Not Applicable

(g)      (1)   

Custody and Investment Accounting Agreement dated January 1, 2000(5)

     (2)   

Amendment to Custody and Investment Accounting Agreement dated June 8, 2001(5)

     (3)   

Amendment to Custody and Investment Accounting Agreement dated March 30, 2010(7)

     (4)   

Amended Appendix A to Custody and Investment Accounting Agreement dated November 6, 2015(34)

(h)      (1)   

Second Amended and Restated Supervision and Administration Agreement dated April 1, 2012(17)

     (2)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Mortgage Opportunities Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated August 15, 2012(18)

     (3)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(19)

 

4


     (4)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO StocksPLUS® International Fund (Unhedged), PIMCO StocksPLUS® International Fund (U.S. Dollar Hedged), PIMCO StocksPLUS® Small Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® Short Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated March 22, 2013(21)

     (5)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(22)

     (6)   

Amendment to the Second Amended and Restated Supervision and Administration Agreement dated October 1, 2013(24)

     (7)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RAE Low Volatility PLUS EMG Fund, the PIMCO RAE Low Volatility PLUS Fund, and the PIMCO RAE Low Volatility PLUS International Fund dated November 5, 2013(23)

     (8)   

Supplement to Second Amended and Restated Supervision and Administration Agreement dated October 1, 2014(25)

     (9)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RealPath 2055 Fund dated August 12, 2014(25)

     (10)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(25)

     (11)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(27)

     (12)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(28)

     (13)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® International Fund (U.S. Dollar-Hedged) and PIMCO StocksPLUS® Small Fund dated October 1, 2015(33)

     (14)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Government Money Market Fund dated February 23, 2016(35)

     (15)   

Supplement to the Second Amended and Restated Supervision and Administration Agreement dated October 1, 2016(38)

     (16)   

Fourth Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund dated July 25, 2011(11)

     (17)   

Amended and Restated Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund dated July 25, 2011(11)

     (18)   

Seventh Amended and Restated Fee Waiver Agreement relating to PIMCO RealPath Income Fund, PIMCO RealPath 2020 Fund, PIMCO RealPath 2025 Fund, PIMCO RealPath 2030 Fund, PIMCO RealPath 2035 Fund, PIMCO RealPath 2040 Fund, PIMCO RealPath 2045 Fund, PIMCO RealPath 2050 Fund and PIMCO RealPath 2055 Fund dated August 12, 2014(25)

     (19)   

Amended and Restated Fee Waiver Agreement relating to the PIMCO Short Asset Investment Fund dated May 25, 2012(20)

 

5


   (20)   

Amended and Restated Fee and Expense Limitation Agreement relating to PIMCO Government Money Market Fund dated July 31, 2013(24)

   (21)   

Amended and Restated Expense Limitation Agreement dated February 23, 2009(11)

   (22)   

Amendment to Amended and Restated Expense Limitation Agreement dated February 23, 2010(11)

   (23)   

Revised Schedules A and B to Amended and Restated Expense Limitation Agreement dated May 11,
2015(28)

   (24)   

Second Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset Fund dated September 26, 2012(20)

   (25)   

Second Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset All Authority Fund dated September 26, 2012(20)

   (26)   

Fee Waiver Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(19)

   (27)   

Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(22)

   (28)   

Fee Waiver Agreement relating to the PIMCO RAE Low Volatility PLUS EMG Fund dated November 5, 2013(23)

   (29)   

Fee Waiver Agreement relating to the PIMCO Multi-Strategy Alternative Fund dated November 5,
2014(26)

   (30)   

Fee Waiver Agreement relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(28)

   (31)   

Amended and Restated Fee Waiver Agreement relating to the PIMCO CommodityRealReturn Strategy Fund (PIMCO Cayman Commodity Fund I Ltd.) dated February 23, 2009(20)

   (32)   

Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund (PIMCO Cayman Commodity Fund II, Ltd.) dated February 23, 2009(20)

   (33)   

Fee Waiver Agreement relating to the PIMCO CommoditiesPLUS Strategy Fund (PIMCO Cayman Commodity Fund III, Ltd.) dated May 7, 2010(20)

   (34)   

Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund (PIMCO Cayman Commodity Fund VII, Ltd.) dated May 23, 2011(32)

   (35)   

Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund (PIMCO Cayman Commodity Fund VIII, Ltd.) dated September 20, 2013(22)

   (36)   

Fee Waiver Agreement relating to the PIMCO Capital Securities and Financials Fund (PIMCO Capital Securities Fund (Cayman) Ltd.) dated March 1, 2015(27)

   (37)   

PIMCO Cayman Commodity Fund I Ltd. Appointment of Agent for Service of Process(1)

   (38)   

PIMCO Cayman Commodity Fund II Ltd. Appointment of Agent for Service of Process(2)

   (39)   

PIMCO Cayman Commodity Fund III Ltd. Appointment of Agent for Service of Process(7)

   (40)   

PIMCO Cayman Commodity Fund VII, Ltd. Appointment of Agent for Service of Process(12)

   (41)   

PIMCO Cayman Commodity Fund VIII, Ltd. Appointment of Agent for Service of Process(22)

   (42)   

PIMCO Capital Securities Fund (Cayman) Ltd. Appointment of Agent for Service of Process(27)

   (43)   

Amended and Restated Transfer Agency and Service Agreement dated May 14, 2015(29)

(i)      

Opinion and Consent of Counsel(39)

(j)    (1)   

Consent of Independent Registered Public Accounting Firm(39)

   (2)(A)   

Secretary’s Certificate pursuant to Rule 483(b)(37)

(k)      

Not Applicable

(l)      

Not Applicable

(m)    (1)   

Distribution and Servicing Plan for Class A Shares(5)

   (2)   

Distribution and Servicing Plan for Class C Shares(5)

   (3)   

Distribution and Servicing Plan for Class D Shares(16)

 

6


   (4)    Distribution and Servicing Plan for Administrative Class Shares(16)
   (5)    Distribution and Services Plan for Class R Shares(5)
   (6)    Form of Bank Fund Services Agreement (24)
   (7)    Form of Fund Services Agreement(32)
(n)       Twelfth Amended and Restated Multi-Class Plan Adopted Pursuant to Rule 18f-3 dated March 25, 2015(30)
(p)    (1)    Revised Code of Ethics for the Registrant(31)
   (2)    Revised Code of Ethics for PIMCO and PIMCO Investments LLC(38)
   (3)    Revised Code of Ethics for Research Affiliates LLC(36)
*    Powers of Attorney(35)

 

(1)   

Filed with Post-Effective Amendment No. 133 on April 29, 2008, and incorporated by reference herein.

(2)   

Filed with Post-Effective Amendment No. 147 on December 22, 2008, and incorporated by reference herein.

(3)   

Filed with Post-Effective Amendment No. 151 on March 18, 2009, and incorporated by reference herein.

(4)   

Filed with Post-Effective Amendment No. 157 on June 8, 2009, and incorporated by reference herein.

(5)   

Filed with Post-Effective Amendment No. 160 on July 29, 2009, and incorporated by reference herein.

(6)   

Filed with Post-Effective Amendment No. 167 on October 28, 2009, and incorporated by reference herein.

(7)   

Filed with Post-Effective Amendment No. 173 on May 12, 2010, and incorporated by reference herein.

(8)   

Filed with Post-Effective Amendment No. 178 on August 30, 2010, and incorporated by reference herein.

(9)   

Filed with Post-Effective Amendment No. 181 on November 3, 2010, and incorporated by reference herein.

(10)   

Filed with Post-Effective Amendment No. 187 on March 18, 2011, and incorporated by reference herein.

(11)   

Filed with Post-Effective Amendment No. 210 on July 28, 2011, and incorporated by reference herein.

(12)   

Filed with Post-Effective Amendment No. 213 on August 17, 2011, and incorporated by reference herein.

(13)   

Filed with Amendment No. 279 on August 30, 2011, and incorporated by reference herein.

(14)   

Filed with Post-Effective Amendment No. 222 on January 30, 2012, and incorporated by reference herein.

(15)   

Filed with Post-Effective Amendment No. 226 on March 7, 2012, and incorporated by reference herein.

(16)   

Filed with Post-Effective Amendment No. 228 on April 30, 2012, and incorporated by reference herein.

(17)   

Filed with Post-Effective Amendment No. 229 on May 21, 2012, and incorporated by reference herein.

(18)   

Filed with Post-Effective Amendment No. 238 on September 5, 2012, and incorporated by reference herein.

(19)   

Filed with Post-Effective Amendment No. 243 on January 29, 2013, and incorporated by reference herein.

(20)   

Filed with Post-Effective Amendment No. 245 on March 15, 2013, and incorporated by reference herein.

(21)   

Filed with Post-Effective Amendment No. 246 on May 14, 2013, and incorporated by reference herein.

 

7


(22)   

Filed with Post-Effective Amendment No. 253 on October 30, 2013, and incorporated by reference herein.

(23)   

Filed with Post-Effective Amendment No. 255 on December 30, 2013, and incorporated by reference herein.

(24)   

Filed with Post-Effective Amendment No. 257 on May 30, 2014, and incorporated by reference herein.

(25)   

Filed with Post-Effective Amendment No. 265 on November 7, 2014, and incorporated by reference herein.

(26)   

Filed with Post-Effective Amendment No. 267 on December 15, 2014, and incorporated by reference herein.

(27)   

Filed with Post-Effective Amendment No. 270 on March 6, 2015, and incorporated by reference herein.

(28)   

Filed with Post-Effective Amendment No. 273 on May 26, 2015, and incorporated by reference herein.

(29)   

Filed with Amendment No. 370 on June 10, 2015, and incorporated by reference herein.

(30)   

Filed with Post-Effective Amendment No. 276 on July 28, 2015, and incorporated by reference herein.

(31)   

Filed with Amendment No. 375 on August 14, 2015, and incorporated by reference herein.

(32)   

Filed with Amendment No. 378 on September 16, 2015, and incorporated by reference herein.

(33)   

Filed with Post-Effective Amendment No. 278 on October 1, 2015, and incorporated by reference herein.

(34)   

Filed with Post-Effective Amendment No. 280 on December 7, 2015, and incorporated by reference herein.

(35)   

Filed with Post-Effective Amendment No. 284 on May 27, 2016, and incorporated by reference herein.

(36)   

Filed with Amendment No. 389 on July 12, 2016, and incorporated by reference herein.

(37)   

Filed with Post-Effective Amendment No. 286 on July 27, 2016, and incorporated by reference herein.

(38)   

Filed with Amendment No. 395 on October 3, 2016, and incorporated by reference herein.

(39)   

To be filed by amendment.

 

Item 29. Persons Controlled by or Under Common Control with Registrant.

The Trust through the PIMCO Capital Securities and Financials Fund, a separate series of the Trust, wholly owns and controls the PIMCO Capital Securities Fund (Cayman) Ltd. (“CSF Subsidiary”), a company organized under the laws of the Cayman Islands. The CSF Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Capital Securities and Financials Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO CommodityRealReturn Strategy Fund®, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund I Ltd. (“CRRS Subsidiary”), a company organized under the laws of the Cayman Islands. The CRRS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommodityRealReturn Strategy Fund®’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO Global Multi-Asset Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund II Ltd. (“GMA Subsidiary”), a company organized under the laws of the Cayman Islands. The GMA Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Global Multi-Asset Fund’s annual and semi-annual reports to shareholders.

 

8


The Trust through the PIMCO CommoditiesPLUS® Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund III Ltd. (“CPS Subsidiary”), a company organized under the laws of the Cayman Islands. The CPS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommoditiesPLUS® Strategy Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO Inflation Response Multi-Asset Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund VII, Ltd. (“IRMA Subsidiary”), a company organized under the laws of the Cayman Islands. The IRMA Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Inflation Response Multi-Asset Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO TRENDS Managed Futures Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund VIII, Ltd. (“MF Subsidiary”), a company organized under the laws of the Cayman Islands. The MF Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO TRENDS Managed Futures Strategy Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO Short-Term Floating NAV Portfolio III, a separate series of the Trust, wholly owns and controls the PIMCO ST Floating NAV III Subsidiary LLC (“Short-Term Floating NAV Subsidiary II”), a company organized under the laws of the state of Delaware. The Short-Term Floating NAV Subsidiary II’s financial statements will be included, on a consolidated basis, in the PIMCO Short-Term Floating NAV Portfolio III’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO International Portfolio, a separate series of the Trust, wholly owns and controls the PIMCO International Portfolio Subsidiary LLC (“International Subsidiary”), a company organized under the laws of the state of Delaware. The International Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO International Portfolio’s annual and semi-annual reports to shareholders.

 

Item 30.

Indemnification

Reference is made to Article IV of the Registrant’s Amended and Restated Declaration of Trust, which was filed with the Registrant’s Post-Effective Amendment No. 265 on November 7, 2014.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

 

9


Item 31. Business and Other Connections of the Investment Adviser

The directors and executive officers of PIMCO and their business and other connections are as follows:

 

    Name    Business and Other Connections
Amey, Mike    Managing Director, PIMCO
Anderson, Joshua M.    Managing Director, PIMCO
Balls, Andrew Thomas    Managing Director and CIO Global, PIMCO
Baz, Jamil    Managing Director, PIMCO
Blute, Ryan Patrick    Managing Director, PIMCO
Bodereau, Philippe    Managing Director, PIMCO
Bosomworth, Andrew    Managing Director, PIMCO
Braun, David    Managing Director, PIMCO
Bridwell, Jennifer S    Managing Director, PIMCO
Callin, Sabrina C.    Managing Director, PIMCO; Acting Head of PIMCO Advisory; and Vice President, StocksPLUS Management, Inc.
Clarida, Richard H.    Managing Director, PIMCO
Dawson, Craig A.    Managing Director, PIMCO; Director, PIMCO Europe Ltd.; and Trustee, PIMCO-Managed Funds.
De Leon, William G.    Managing Director, PIMCO
Devlin, Edward    Managing Director, PIMCO
Dialynas, Chris P.    Managing Director, PIMCO
Durham, Jennifer E.    Managing Director and Chief Compliance Officer, PIMCO. Chief Compliance Officer, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
Fahmi, Mohsen    Managing Director, PIMCO; Formerly Senior Portfolio Manager, Moore Capital Management
Fels, Joachim    Managing Director, PIMCO; Formerly Managing Director and Chief Economist, Morgan Stanley
Fisher III, David N.    Managing Director, PIMCO
Flattum, David C.    Managing Director, General Counsel, PIMCO. Chief Legal Officer, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.

Gomez, Michael A.

 

  

Managing Director, PIMCO

 

Graham, Stuart

 

  

Managing Director, PIMCO

 

Harris, Brent Richard    Managing Director, PIMCO. Director and President, StocksPLUS Management, Inc. Trustee, Chairman and Senior Vice President of the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Director, PIMCO Luxembourg S.A. and PIMCO Luxembourg II.
Hodge, Douglas M.    Managing Director and Senior Advisor, PIMCO. Trustee and Senior Vice President of the Trust, PIMCO Variable Insurance Trust, and PIMCO ETF Trust. Senior Vice President of PIMCO Equity Series and PIMCO Equity Series VIT. Director and Vice President, StocksPLUS Management Inc.; Director, PIMCO Europe Ltd., PIMCO Asia Pte Ltd., PIMCO Australia Pty Ltd, PIMCO Japan Ltd. and PIMCO Asia Limited (Hong Kong).
Horne, Jonathan Lane    Managing Director, PIMCO
Hyman, Daniel    Managing Director, PIMCO

 

10


    Name    Business and Other Connections
Ivascyn, Daniel J.    Managing Director and Group Chief Investment Officer, PIMCO
Jacobs IV, Lew W.    Managing Director and President, PIMCO
Jessop, Andrew    Managing Director, PIMCO
Johnson, Nicholas    Managing Director, PIMCO
Kiesel, Mark R.    Managing Director and CIO Global Credit, PIMCO
Korinke, Kimberley Grace    Managing Director, PIMCO
LeBrun Jr., Richard R.    Managing Director, PIMCO
Louanges, Matthieu    Managing Director, PIMCO
Lown, David C.    Managing Director, PIMCO
Mariappa, Sudesh N.    Managing Director, PIMCO
Masanao, Tomoya    Managing Director, PIMCO
Mather, Scott A.    Managing Director and CIO U.S. Core Strategies, PIMCO
Matsui, Akinori    Managing Director, PIMCO
Mattu, Ravi K.    Managing Director, PIMCO. Formerly, Head of Research and Strategy, Citadel Securities.
Mead, Robert    Managing Director, PIMCO
Mewbourne, Curtis A.    Managing Director, PIMCO
Mittal, Mohit    Managing Director, PIMCO
Mogelof, Eric J.    Managing Director, PIMCO
Moore, James F.    Managing Director, PIMCO
Murata, Alfred T.    Managing Director, PIMCO
Murray, John William    Managing Director, PIMCO
Nabors, Robin    Managing Director, PIMCO
Ongaro, Douglas J.    Managing Director, PIMCO
Otterbein, Thomas J.    Managing Director, PIMCO
Pagani, Lorenzo P.    Managing Director, PIMCO
Rodosky, Stephen A.    Managing Director, PIMCO
Roman, Emmanuel    Managing Director and Chief Executive Officer, PIMCO; Formerly Chief Executive Officer, Man Group PLC.
Schneider, Jerome M.    Managing Director, PIMCO
Seidner, Marc Peter    Managing Director and CIO, Non-traditional Strategies, PIMCO
Stracke, Christian    Managing Director, PIMCO
Strelow, Peter G.    Managing Director, PIMCO. President of the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO-Managed Funds.
Sundstrom, Geraldine    Managing Director, PIMCO; Formerly, Portfolio Manager, Brevan Howard
Sutherland, Eric Michael    Managing Director, PIMCO; Head of Sales, PIMCO Investments. Formerly, Managing Director, Nuveen Investments.
Thimons, Joshua    Managing Director, PIMCO
Vaden, Andrew Taylor    Managing Director, PIMCO
Wang, Qi    Managing Director, PIMCO
Whitten, Candice Stack    Managing Director, PIMCO
Wilson, Susan L.    Managing Director, PIMCO
Witt, Frank    Managing Director, PIMCO
Worah, Mihir P.    Managing Director and CIO Real Return and Asset Allocation, PIMCO
Young, Robert O.    Managing Director, PIMCO

 

11


The address of PIMCO is 650 Newport Center Drive, Newport Beach, CA 92660.

The directors and officers of Research Affiliates LLC (“Research Affiliates”) and their business and other connections are as follows:

 

Name    Business and Other Connections

Arnott, Robert D.

  

Founder, Chairman, Chief Executive Officer

Hsu, Jason

  

Vice Chairman

Sherrerd, Katrina F.

  

President and Chief Operating Officer

Brightman, Christopher

  

Chief Investment Officer

Hattesohl, Joseph

  

Director, Chief Financial Officer

Harkins, Daniel M.

  

Chief Legal Officer

Kalesnik, Vitali

  

Head of Equity Research

Larsen, Michael

  

Global Head of Strategic Partnerships

Li, Feifei

  

Director, Head of Investment Management

Smith, Jeffrey A.

   Chief Compliance Officer and Assistant General Counsel

West, John

  

Managing Director, Head of Client Strategies

Wilson, Jeff

  

Head of Institutional Relations

The address of Research Affiliates LLC is 620 Newport Center Drive, Newport Beach, California, 92660.

 

Item 32. Principal Underwriter

 

(a) PIMCO Investments LLC (the “Distributor”) serves as Distributor of Shares of the Trust.

 

(b) The officers of the Distributor are:

 

Name and Principal

Business Address*

   Positions and Offices With Underwriter    Positions and Offices with Registrant

Sutherland, Eric M.

  

President and Co-Chairman

  

None

Martin, Colleen M.

  

Chief Financial Officer and Financial

and Operations Principal

  

None

Froio, Richard F.

  

Chief Compliance Officer and

Anti-Money Laundering Compliance

Officer

  

None

Ratner, Joshua D.

  

Chief Legal Officer

  

Vice President – Senior Counsel,

Secretary

Ongaro, Douglas J.

  

Senior Vice President and

Co-Chairman

  

None

Plump, Steven B.

  

Head of Business Management, Vice

President

  

None

 

* The business address of all officers of the Distributor is 1633 Broadway, New York, NY 10019.

 

Item 33. Location of Accounts and Records

The account books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660, State Street Bank & Trust Co., 801 Pennsylvania Ave., Kansas City, Missouri 64105, State Street Investment Manager Solutions, 46 Discovery, Suite 150, Irvine, California 92618, State

 

12


Street Bank & Trust Co. c/o Iron Mountain Information Management, Inc., 1000 Campus Boulevard, Collegeville, PA 19426, Boston Financial Data Services - Midwest, 330 W. 9th Street, Kansas City, Missouri 64105, Boston Financial Data Services, Inc., P.O. Box 55060, Boston, Massachusetts 02205-8050, Boston Financial Data Services, c/o Recall North America, 5 Beeman Road, Northborough, MA 01532, Boston Financial Data Services, c/o Iron Mountain, 175 Bearfoot Road, Northborough, MA 01532, Boston Financial Data Services, c/o Iron Mountain, 6119 Dermus, Kansas City, Missouri 64120, and Schick Databank, 2721 Michelle Drive, Tustin, California 92680.

 

Item 34. Management Services

                        Not applicable

 

13


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington in the District of Columbia on the 2nd day of December 2016.

 

PIMCO FUNDS

 

(Registrant)

 
By:  

 

 
  Peter G. Strelow*, President  
*By:    

/s/ Brendan C. Fox

 
  Brendan C. Fox  
  as attorney-in fact  

 

 

* Pursuant to power of attorney filed with Post-Effective Amendment No. 284 to Registration Statement No. 33-12113 on May 27, 2016.


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