Form 485BPOS PIMCO Equity Series

Article Stock Quotes (1)

October 28, 2021 1:51 PM EDT

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SUPPLEMENT TO

INVESTMENT ADVISORY CONTRACT

PIMCO Equity Series

650 Newport Center Drive

Newport Beach, California 92660

November 1, 2021

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

RE: Advisory Fee Rate Change for PIMCO Dividend and Income Fund

Dear Sirs and Madams:

As provided in the Investment Advisory Contract between PIMCO Equity Series (the “Trust”) and Pacific Investment Management Company LLC (the “Adviser”), dated March 30, 2010 (the “Contract”), Exhibit A to the Contract sets forth the series of the Trust for which the Contract has been approved (collectively, the “Funds”) and the fee rates for the Funds, as may be amended from time to time.

The Trust and the Adviser hereby agree to amend the Contract as of the date hereof to reflect a fee rate change for the PIMCO Dividend and Income Fund and to make other changes to Exhibit A. Accordingly, the current Exhibit A is replaced with the new Exhibit A attached hereto.

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Investment Advisory Contract

EXHIBIT A

(as of November 1, 2021)

PIMCO Equity Series



Fund		Investment Advisory Fee^#

PIMCO Dividend and Income Fund		0.44%

PIMCO RAE Emerging Markets Fund		0.50%

PIMCO RAE Global Fund		0.35%

PIMCO RAE Global ex-US Fund		0.40%

PIMCO RAE International Fund		0.30%

PIMCO RAE US Fund		0.25%

PIMCO RAE US Small Fund		0.35%

PIMCO REALPATH^® Blend Income Fund		0.01%

PIMCO REALPATH^® Blend 2025 Fund		0.01%

PIMCO REALPATH^® Blend 2030 Fund		0.01%

PIMCO REALPATH^® Blend 2035 Fund⁽¹⁾		0.02%

PIMCO REALPATH^® Blend 2040 Fund⁽²⁾		0.03%

PIMCO REALPATH^® Blend 2045 Fund⁽³⁾		0.03%

PIMCO REALPATH^® Blend 2050 Fund⁽⁴⁾		0.03%

PIMCO REALPATH^® Blend 2055 Fund⁽⁵⁾		0.03%

PIMCO REALPATH^® Blend 2060 Fund⁽⁶⁾		0.03%

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

(1)	Effective July 1, 2025, the Fund’s investment advisory fee will be reduced to 0.01%.

(2)	Effective July 1, 2025, the Fund’s investment advisory fee will be reduced to 0.02%. Effective July 1, 2030, the Fund’s investment advisory fee will be reduced to 0.01%.

(3)	Effective July 1, 2030, the Fund’s investment advisory fee will be reduced to 0.02%. Effective July 1, 2035, the Fund’s investment advisory fee will be reduced to 0.01%.

(4)	Effective July 1, 2035, the Fund’s investment advisory fee will be reduced to 0.02%. Effective July 1, 2040, the Fund’s investment advisory fee will be reduced to 0.01%.

(5)	Effective July 1, 2040, the Fund’s investment advisory fee will be reduced to 0.02%. Effective July 1, 2045, the Fund’s investment advisory fee will be reduced to 0.01%.

(6)	Effective July 1, 2045, the Fund’s investment advisory fee will be reduced to 0.02%. Effective July 1, 2050, the Fund’s investment advisory fee will be reduced to 0.01%.

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


Very truly yours,

PIMCO EQUITY SERIES

By:
Title:		Treasurer


ACCEPTED:

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:
Title:		Managing Director

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

By:
Title:		Treasurer

SECOND AMENDED AND RESTATED

SUB-ADVISORY AGREEMENT

PIMCO EQUITY SERIES

650 Newport Center Drive

Newport Beach, California 92660

WHEREAS, Pacific Investment Management Company LLC, a Delaware limited liability company (the “Adviser”) has been retained by PIMCO Equity Series (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as investment adviser, to provide investment advisory services to the series of the Trust, including the series listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, a “Fund” and, collectively, the “Funds”), pursuant to an investment advisory agreement (the “Investment Advisory Agreement”);

WHEREAS, each Fund seeks to achieve its investment objective in whole or in part by investing all or a portion of its assets consistent with the Fund’s RAE Fundamental investment strategy described in the Fund’s Prospectus (as defined below), which is an investment strategy related to a Research Affiliates Fundamental Index^™ (“RAFI^™”) methodology developed by Research Affiliates, LLC, a California limited liability company (the “Sub-Adviser”), or in Funds that invest their assets in an RAE Fundamental strategy as described in the Fund’s Prospectus;

WHEREAS, this Agreement, made as of the 30^th of August, 2021, amends and restates the Amended and Restated Sub-Advisory Agreement dated as of the 26^th day of August, 2016, as amended, which amended and restated the Sub-Advisory Agreement dated as of the 11th day of March, 2015, as amended and supplemented, by and between the Adviser and the Sub-Adviser, in order to clarify the Sub-Adviser’s responsibilities with respect to certain ancillary services and to make other non-material changes;

WHEREAS, the Adviser wishes to retain the Sub-Adviser to assist the Adviser in providing investment advisory services in connection with the Funds, including, but not limited to, the provision of a model portfolio (“Indicative Portfolio”) for each Fund or a portion of a Fund’s portfolio (such portion, the “Equity Sleeve”) (all such services collectively “Advisory Services”);

WHEREAS, the Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and rules and regulations thereunder (“Advisers Act”); and

WHEREAS, the Sub-Adviser is willing to provide such Advisory Services to the Adviser upon the terms and conditions set forth below and for the compensation set forth in Exhibit A attached hereto, as may be amended from time to time.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Adviser and the Sub-Adviser as follows:

1. The Trust is an open-end investment company which has separate investment portfolios. Additional investment portfolios may be established in the future. This Agreement shall pertain to the Funds and to such additional investment portfolios as shall be designated as Funds in supplements to this Agreement, as further agreed between the Adviser and Sub-Adviser. The

Trust engages in the business of investing and reinvesting the assets of the Funds in the manner and in accordance with the investment objective and restrictions applicable to the Funds as specified in the currently effective prospectuses (each, a “Prospectus” and, collectively, the “Prospectuses”) for the Trust included in the registration statement, as amended from time to time (the “Registration Statement”), filed by the Trust under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”). Copies of the documents referred to in the preceding sentence have been furnished to the Sub-Adviser. Any amendments to those documents shall be furnished to the Sub-Adviser promptly.

2. The Adviser hereby appoints the Sub-Adviser to provide Advisory Services specified in this Agreement and the Sub-Adviser hereby accepts such appointment and agrees to render the services herein set forth.

3. (a) The Sub-Adviser shall, at its expense: (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under this Agreement; and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. The Sub-Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Sub-Adviser of any of its obligations hereunder, nor shall the Adviser or the Funds be responsible for any additional fees or expenses hereunder as a result. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly.

(b) The Sub-Adviser shall not retain any other person to serve as an investment adviser or sub-adviser to the Funds, except pursuant to a written agreement among the Adviser, Sub-Adviser and such other person. It is understood and contemplated that the parties may enter into one or more separate agreements with a third-party for the provision of certain portfolio implementation services that are consistent with the Advisory Services set forth in Section 4 of this Agreement. The Sub-Adviser shall not pay any fee, based on the assets of a Fund, to any person providing research and/or investment advice to the Sub-Adviser without the express written consent of the Adviser.

(c) The Sub-Adviser shall not be required to pay any expenses of a Fund other than those specifically allocated to the Sub-Adviser in this Agreement. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust’s employees (if any) as are officers or employees of the Sub-Adviser whose services may be involved, for any of the following expenses of a Fund: compensation of the Trustees who are not affiliated with the Sub-Adviser or any of its affiliates; taxes and governmental fees; interest charges; fees and expenses of a Fund’s independent registered public accounting firm and legal counsel; trade association membership dues; fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of a Fund), transfer agent, registrar and dividend disbursing agent of a Fund; expenses of issuing, selling, redeeming, registering and qualifying for sale shares of beneficial interest in a Fund; expenses of preparing and printing share certificates, prospectuses and reports to shareholders, notices, proxy statements and reports to regulatory agencies; the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees;

insurance premiums; brokerage and other expenses of executing portfolio transactions; expenses of shareholders’ meetings; organizational expenses; and extraordinary expenses.

4. (a) Subject to the supervision of the Adviser, the Sub-Adviser shall provide to each Fund Advisory Services, including investment guidance and policy direction in connection with the management of each Fund, oral and written research, analysis, advice, and statistical and economic data and information.

(b) Consistent with the investment objectives, policies and restrictions applicable to each Fund and as stated in the Funds’ Registration Statement, the Sub-Adviser shall be responsible for providing the Adviser, or the Portfolio Implementer (as defined below) if so retained, with an Indicative Portfolio for each strategy of the Funds or Equity Sleeve, as applicable, as further described in the Funds’ Registration Statement. Such Indicative Portfolio shall include, without limitation, the information described in Section 4(g) below. Additionally, the Sub-Adviser shall provide the Adviser, or the Portfolio Implementer if so retained, with instructions as to the frequency and timing of rebalancing a Fund’s portfolio or Equity Sleeve, as applicable, to track the appropriate Indicative Portfolio. In the event that a Portfolio Implementer is so retained, it shall be the responsibility of the Sub-Adviser to oversee and monitor the Portfolio Implementer with respect to the services it provides on behalf of each Fund or Equity Sleeve, as applicable.

(c) Each Fund will have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to investment advisory clients of the Sub-Adviser. It is understood that the Sub-Adviser will not use any inside information pertinent to investment decisions undertaken in connection with this Agreement that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information.

(d) Upon request, the Sub-Adviser also shall provide to the Adviser, including the officers of the Trust, administrative assistance in connection with the operation of each Fund, which shall include (i) compliance with all reasonable requests of the Adviser and Trust for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (“SEC”) and state securities commissions, and (ii) such other services as the Adviser and/or Sub-Adviser shall from time to time reasonably determine to be necessary or useful to the administration of a Fund. With respect to the services that the Sub-Adviser is providing to the Funds, the Sub-Adviser will keep the Adviser informed of developments materially affecting a Fund.

(e) As sub-adviser to the Funds, the Sub-Adviser shall provide Advisory Services for the account of each Fund or Fund Equity Sleeve, as applicable, in accordance with the Sub-Adviser’s best judgment and within the investment objectives, policies, and restrictions set forth in the Prospectus, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Trust’s Board of Trustees.

(f) Upon request, the Sub-Adviser shall furnish to the Adviser and the Trust’s Board of Trustees periodic and special reports (including any statistical information) on the investment performance of each Fund, or of a Fund’s Equity Sleeve, as applicable, and on the

performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.

(g) The Sub-Adviser will communicate to the Adviser an Indicative Portfolio for each Fund or a Fund’s Equity Sleeve, as applicable, with such frequency as deemed by the Sub-Adviser to be necessary or appropriate and at the reasonable request of the Adviser. Each Indicative Portfolio shall include at least the following information: (i) the name of the Fund; (ii) the constituent securities; (iii) the identifiers for such constituent securities; (iv) the number of constituent securities comprising the Indicative Portfolio; (v) the weights to be applied to such constituent securities; and (vi) such other information as the Sub-Adviser may reasonably believe is necessary to communicate to the Adviser for purposes of fulfilling the Sub-Adviser’s obligations to the Adviser, on behalf of the Fund or Equity Sleeve, as applicable, under this Agreement.

Notwithstanding the foregoing, the Adviser and Sub-Adviser may enter into one or more separate agreements with a third-party (a “Portfolio Implementer”) for the provision of portfolio implementation services pursuant to which the implementation of the Indicative Portfolio with respect to each Fund or a Fund’s Equity Sleeve, as applicable, shall be the responsibility of the Portfolio Implementer that is party to that agreement. In the event that a Portfolio Implementer is so retained, it shall be the responsibility of the Sub-Adviser to oversee and monitor the Portfolio Implementer and the services it provides on behalf of each Fund or a Fund’s Equity Sleeve, as applicable, as the Sub-Adviser’s agent hereunder, including (i) the compliance of such services with the investment objectives, policies and restrictions applicable to such Fund as stated in the Fund’s Registration Statement, the 1940 Act, the provisions of the Internal Revenue Code relating to regulated investment companies and other applicable laws, rules and regulations, at all times, including at the time of each investment, and (ii) the Portfolio Implementer’s satisfaction of its duties and responsibilities under an agreement for the provision of portfolio implementation services and any duties and responsibilities of the Sub-Adviser under this Agreement that have been delegated to the Portfolio Implementer consistent with the terms of this Agreement.

(h) [Reserved.]

(i) The Sub-Adviser will manage each Fund (or, where the Sub-Adviser is only responsible for managing a Fund’s Equity Sleeve, will manage such Equity Sleeve in coordination with the Adviser’s management of such Fund) so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Internal Revenue Code and regulations issued thereunder.

(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other of its clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution of the order or lower brokerage commissions, if any. The Sub-Adviser may also on occasion purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Trust and the Funds and to such other customers.

(k) The Sub-Adviser shall not cause a Fund to pay a broker which provides brokerage and research services to the Sub-Adviser a commission for effecting a securities transaction in excess of the amount another broker might have charged. Notwithstanding the above, subject to the oversight of the Sub-Adviser, the Portfolio Implementer may cause a Fund to pay a broker which provides brokerage and research services to the Portfolio Implementer a commission for effecting a securities transaction in excess of the amount another broker might have charged. Such higher commissions may not be paid unless the Portfolio Implementer determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the Portfolio Implementer’s overall responsibilities to the Trust and any other of the Portfolio Implementer’s clients.

(l) Unless otherwise instructed by the Trust’s Board of Trustees or the Adviser, the Sub-Adviser or its agent shall have authority and responsibility to exercise whatever powers the Trust and the Adviser may possess with respect to any of the portfolio securities or other investments of a Fund, or, where applicable, of a Fund’s Equity Sleeve, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, to tender securities pursuant to a tender offer, and to implement a securities lending program. Sub-Adviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in a Fund. Sub-Adviser will, however, forward to Adviser any information it receives regarding any legal matters involving any asset held in a Fund (or, where applicable, in a Fund’s Equity Sleeve). The Sub-Adviser will also provide assistance to Adviser in providing the Adviser with historical holdings of the Funds for the past seven years, if applicable.

(m) The Sub-Adviser may delegate certain duties and responsibilities under this Agreement to the Portfolio Implementer, in the event that a Portfolio Implementer is retained by the Adviser and Sub-Adviser, provided that such delegation is memorialized in any agreement for the provision of portfolio implementation services and subject to the supervision of the Sub-Adviser.

5. The Sub-Adviser shall exercise its best judgment in rendering the services provided by it under this Agreement. Subject to the provisions of Section 9(a) hereof, the Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser, the Trust or the Funds in connection with the matters to which this Agreement relates, except that the Sub-Adviser shall be liable to the Adviser and the Funds for a loss resulting from a breach of fiduciary duty by the Sub-Adviser under the 1940 Act with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties hereunder or from reckless disregard by the Sub-Adviser of its obligations or duties under this Agreement. In no case shall the Sub-Adviser be liable for actions taken or non-actions with respect to the performance of services under this Agreement based upon specific information, instructions or requests given or made to the Sub-Adviser by the Adviser. As used in this Section, the term “Sub-Adviser” shall include any officers, directors, employees or other affiliates of the Sub-Adviser performing services with respect to the Funds.

6. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdictions over the Sub-

Adviser in performance of its duties hereunder. The Sub-Adviser will treat as confidential and proprietary information of a Fund all records and information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld, and the Sub-Adviser shall not be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.

(b) The Sub-Adviser will notify the Adviser and the Funds in the event that the Sub-Adviser or any of its affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as a sub-adviser or otherwise performing its duties pursuant to this Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Funds and the Adviser immediately of any material fact known to the Sub-Adviser relating to the Sub-Adviser that is not contained in the Funds’ Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.

7. (a) For the services provided and the expenses assumed pursuant to this Agreement and except as provided in Section 7(b), the Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefore a fee computed daily and paid monthly in arrears on the first business day of each month, based upon the average daily value (as determined on each business day at the time set forth in the Fund’s Prospectus for determining net asset value per share) of the net assets of each Fund or the net assets of a Fund attributable to its Equity Sleeve, as applicable, equal to the lesser of: (i) a fee at the per annum rate set forth in Exhibit A attached hereto, as may be amended from time to time; or (ii) such fee as may from time to time be agreed upon in writing by the Adviser and the Sub-Adviser. If the fee payable to the Sub-Adviser pursuant to this paragraph begins to accrue after the beginning of any month or if this Agreement terminates before the end of any month, the fee for the period from such date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs. Consistent with Section 22 of this Agreement, the parties have entered into a separate agreement, dated March 11, 2015, as supplemented August 26, 2016 and November 1, 2020, as may be amended from time to time, which relates to the sub-advisory fees to be paid under this Agreement and Exhibit A to this Agreement, as may be amended. For purposes of calculating fees, the value of each Fund’s net assets, or the net assets of a Fund attributable to its Equity Sleeve, as applicable, shall be computed in the manner specified in the Fund’s Prospectus and the Trust’s governing instruments for the computation of the value of the Fund’s net assets in connection with the determination of the net asset value of the Fund’s shares. Payment of said compensation shall be the sole responsibility of the Adviser and shall in no way be an obligation of a Fund or of the Trust.

(b) If any investment company, separate account, sub-advised account, other pooled vehicle or other account which is (i) sponsored or advised by the Adviser, (ii) sub-advised by the Sub-Adviser pursuant to an agreement wherein the Sub-Adviser is primarily responsible for

determining how the assets of such pooled vehicle or account are to be allocated and (iii) eligible to invest in a Fund (“PIMCO Managed Account”), including, without limitation, PIMCO All Asset Fund, PIMCO All Asset All Authority Fund, PIMCO All Asset Portfolio, PIMCO All Asset All Authority Portfolio, PIMCO RAE Global Fund and PIMCO RAE Global ex-US Fund, invests in a Fund, the Sub-Adviser shall, subject to applicable law, waive any fee to which it would be entitled under Section 7(a) of this Agreement with respect to any assets of a PIMCO Managed Account invested in a Fund. For the avoidance of doubt, any assets of a PIMCO Managed Account invested in a Fund shall be excluded when the Fund’s net assets (or the Fund’s net assets attributable to its Equity Sleeve) are valued for the purpose of calculating the applicable fees payable pursuant to the fee schedule set forth in Exhibit A to this Agreement, as may be amended from time to time. By way of clarification, PIMCO Managed Accounts do not include investment companies, separate accounts, sub-advised accounts, other pooled vehicles or other accounts for which the Sub-Adviser serves as sub-adviser but the Sub-Adviser is not primarily responsible for asset allocation determinations. In this regard, the Sub-Adviser would not be considered to be primarily responsible for asset allocation determinations for a vehicle or account if the Sub-Adviser’s services are limited to a component of the overall strategy of the vehicle or account and the Sub-Adviser does not have primary asset allocation responsibility for the vehicle or account as a whole, including where the Sub-Adviser provides index constituents and weights for proprietary strategies or exposures that are or may be utilized by the vehicle or account.

(c) Notwithstanding the foregoing, with respect to the PIMCO Dividend and Income Fund (the “D&I Fund”), if the Management Fees (defined below) payable to the Adviser by the D&I Fund are reduced or increased by five basis points (0.05%) or more (for example, by action of or through negotiations with the Board of Trustees of the Trust), the Adviser and the Sub-Adviser shall negotiate in good faith and agree to a reduction or increase to the fee to which the Sub-Adviser would be entitled under Section 7(a). For purposes of this Section 7(c), the term “Management Fees” shall mean the management fees (advisory and supervisory and administrative fees) for Institutional Class shares of the D&I Fund in effect as of the date of this Agreement. By way of clarification, “Management Fees” shall not include sales loads, distribution and/or shareholder servicing fees or other expenses not covered in the applicable investment advisory or supervision and administration agreement, nor shall it include supervisory and administrative fees paid on share classes of the D&I Fund other than Institutional Class shares.

8. (a) This Agreement shall become effective with respect to each Fund as of the date upon which the certain existing separate agreement with Parametric Portfolio Associates LLC for the provision of portfolio implementation services with respect to such Fund is terminated (and, with respect to any amendment, or with respect to any additional Fund, the date of the amendment or supplement hereto); and shall continue thereafter only so long as the continuance is specifically approved at least annually: (i) by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or by the Trust’s Board of Trustees; and (ii) by the vote, cast in accordance with the provisions of the 1940 Act and the rules and any applicable Securities and Exchange Commission guidance or relief thereunder at a meeting called for the purpose, of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party.

(b) This Agreement may be terminated with respect to a Fund (or any additional Fund) at any time, without the payment of any penalty, by: (i) a vote of a majority of the

outstanding voting securities (as defined in the 1940 Act) of the Fund; (ii) a vote of a majority of the Trust’s entire Board of Trustees on sixty (60) days’ written notice to the Sub-Adviser; (iii) the Adviser on sixty (60) days’ written notice to the Sub-Adviser; or (iv) the Sub-Adviser on sixty (60) days’ written notice to the Trust. This Agreement (or any supplement hereto) shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

9. (a) The Sub-Adviser shall indemnify and hold harmless the Adviser and its officers, directors, trustees, managers, partners, employees, affiliates and agents from and against any and all liabilities, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Sub-Adviser, the Portfolio Implementer or their agents in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Sub-Adviser, the Portfolio Implementer or their agents in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard by the Sub-Adviser, the Portfolio Implementer or their affiliates or agents in fulfilling the Sub-Adviser’s obligations under this Agreement. For purposes of this Section, the Portfolio Implementer will be considered an agent of the Sub-Adviser pursuant to Section 4(g) of the Agreement.

(b) The Adviser shall indemnify and hold harmless the Sub-Adviser and its officers, directors, trustees, managers, partners, employees, affiliates and agents from and against any and all liabilities, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Adviser in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Adviser in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard of the Adviser in fulfilling its obligations under this Agreement.

10. Except to the extent necessary to perform the Sub-Adviser’s obligations under this Agreement and/or as otherwise agreed to by the parties, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the Sub-Adviser, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Adviser’s ability to meet its obligations to the Funds hereunder. Notwithstanding the foregoing, the parties have entered into a separate agreement, dated December 12, 2014, as it may be amended from time to time, which shall be controlling over this Agreement, as amended, as it relates to the subject matter of this Section 10.

11. It is understood that the names “PIMCO”, “PIMCO Equity Series” or “PIMCO Funds” or any derivative thereof or logo associated therewith are the valuable property of the Adviser and its affiliates. The Sub-Adviser (or any of its affiliates) agrees that it shall not use any such names (or derivative or logo) without the prior consent of the Adviser. In addition, the Sub-

Adviser hereby consents to the use of its name and any logo, mark or symbol associated therewith, as well as the names of its business affiliates including, but not limited to, Messrs. Robert D. Arnott and Christopher J. Brightman in the Funds’ Registration Statement, other disclosure documents, shareholder communications, advertising, sales literature and similar communications.

12. It is understood that “Research Affiliates^™”, “RAE^®”, “RAE^® Fundamental”, “RAE^® Income”, “RAFI^™”, “Enhanced RAFI”, “eRAFI^®”, “RALVEI”, “RAFI Low Volatility^®”, “Fundamental Index^™”, any associated logos and the method of formulation of the RAFI^™ series of indexes and the enhanced versions of the RAFI^™ series of indexes (each RAFI^™ index and enhanced version of a RAFI^™ index, a “RAFI^™ Index”) are the proprietary and valuable property of the Sub-Adviser. While the Sub-Adviser consents to the use of the marks and logos, rights to such intellectual property will remain with the Sub-Adviser and nothing in this Agreement shall be construed otherwise.

13. Any recommendations concerning a Fund’s (or an Equity Sleeve’s) investment program proposed by the Sub-Adviser to the Fund and the Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Fund pursuant thereto shall at all times be subject to any applicable directives of the Board of Trustees of the Trust provided to the Sub-Adviser.

14. In compliance with the requirements of Rule 31a-3 under the 1940 Act, and any other applicable federal or state rule, the Sub-Adviser hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request; provided, however, that the foregoing shall not be construed to prohibit the retention by the Sub-Adviser or its representatives of archival information including the Funds’ accounts data and performance record in performance composites, assets under management, and other marketing-related reporting documents. Further, compliance with Rule 31a-3 under the 1940 Act does not preclude retention by the Sub-Adviser or its representatives of documents and records as required for the purpose of facilitating compliance with this Agreement, applicable law or regulation, when automatically stored or archived in electronic form pursuant to standard backup or archival procedures. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act and any other applicable Rule, the records required to be maintained by the Sub-Adviser hereunder pursuant to Rule 31a-1 of the 1940 Act and any other applicable federal or state rule. The Sub-Adviser further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder which may be requested in order to determine whether the operations of the Funds are being conducted in accordance with applicable law and regulations.

15. This Agreement shall be construed in accordance with the laws of the State of California without regard to the conflicts of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder.

16. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

17. (a) For the term of this Agreement and for five years after termination, the Adviser and the Sub-Adviser shall treat as confidential and shall not disclose or transmit to any third party or use other than as expressly authorized hereunder, except to an affiliate (as defined in the 1940 Act) of the Adviser or the Sub-Adviser, as the case may be, any information, documentation or other written material with respect to the business affairs of the other party, including but not limited to information that is marked as “Confidential” by the Sub-Adviser, the Adviser or the Funds (“Confidential Information”). Each party agrees to hold the Confidential Information in confidence and not to disclose or use the Confidential Information for any purpose whatsoever other than as contemplated by this Agreement and to require each of its directors, officers, managers, employees, affiliates, representatives or agents not to disclose or use Confidential Information, except as authorized or permitted by this Agreement. Notwithstanding the foregoing, the Adviser may disclose or transmit Confidential Information with respect to the Funds: (i) to the Trust’s Board of Trustees; or (ii) with the prior written consent of the Sub-Adviser.

(b) Confidential Information shall not include: (i) any information that is available to the public or to the receiving party hereunder from sources other than the providing party (provided that such source is not, to the knowledge of the receiving party, subject to any confidentiality agreement with regard to such information); or (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party. Notwithstanding the foregoing, the parties may reveal Confidential Information to any regulatory agency or court of competent jurisdiction if such information to be disclosed is: (i) approved in writing by the other party for disclosure; or (ii) required by law, regulatory agency or court order to be disclosed by a party, provided, if permitted by law, that notice of such required disclosure is given to the other party prior to its disclosure if reasonably possible or as soon thereafter as is reasonably practicable and provided further that the providing party shall cooperate with the other party to limit the scope of such disclosure to the extent permitted by law.

18. The Sub-Adviser confirms that it has no present intention to seek royalties or other compensation from other persons (other than the sub-advisory fees set forth in the Agreement) in connection with the Funds’ investments, which utilize the Funds’ RAE strategies. At the time of this agreement, the Sub-Adviser has no actual knowledge of such arrangements and will, on a best efforts basis, reasonably ensure that no such payment of royalties or other compensation in such circumstances occurs. In the event, despite such best efforts, such arrangements occur, the Sub-Adviser will use its best efforts to terminate these arrangements.

19. Neither party shall be liable for or to the other for any loss caused directly or indirectly by Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service, beyond either party’s control.

20. 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 hereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

21. Any notice or other communication required or permitted to be given hereunder shall be given in writing and mailed, faxed or delivered to the other party at the addresses set forth below:

If to Research Affiliates:

Daniel M. Harkins

General Counsel

620 Newport Center Drive, Suite 900

Newport Beach, CA 92660

Phone: (949) 325-8804

Fax: (949) 325-8931

If to PIMCO:

David C. Flattum

Managing Director, General Counsel

650 Newport Center Drive

Newport Beach, CA 92660

Phone: (949) 720-6134

Fax: (949) 720-4590

Notice shall be deemed given upon receipt.

22. This Agreement constitutes the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both parties. This Agreement supersedes all previous sub-advisory agreements between the parties relating to the Funds. There are no oral or written collateral representations, agreements or understandings except as provided herein. The parties may mutually agree to other matters regarding the Advisory Services which may be represented by other agreements between the parties. Consistent with the foregoing sentence, the parties have entered into separate agreements, dated December 12, 2014, and March 11, 2015, as supplemented August 26, 2016 and November 1, 2020, as each may be amended from time to time, which shall be controlling over this Agreement, as may be amended, as each relates to the subject matter of this Section 22.

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

24. No breach, default or threatened breach of this Agreement by either party shall relieve the other party of its obligations or liabilities under this Agreement with respect to the protection of the property or proprietary or confidential nature of any property which is the subject of this Agreement.

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

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC


By:
		Peter Strelow
Title:		Managing Director

RESEARCH AFFILIATES, LLC

By:
		Christopher Brightman
Title: Chief Executive Officer

LOGO

June 29, 2021

State Street Bank and Trust Company

801 Pennsylvania

Kansas City, MO 64105

Attention: Brock Hill

Re: PIMCO Funds Custody and Investment Accounting Agreement dated January 1, 2000

Ladies and Gentlemen:

Reference is made to the above Custody and Investment Accounting Agreement between us dated as of January 1, 2000 (as amended, modified or supplemented from time to time, the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the fund changes listed below.

Additions:

PIMCO Flexible Emerging Markets Income Fund

Deletions:

PIMCO Multi-Strategy Alternative Fund

Name Changes:

PIMCO Senior Floating Rate Fund to PIMCO Low Duration Credit Fund

In accordance with Section 11M of the Agreement, the undersigned investment management company hereby requests that State Street Bank and Trust Company (“State Street”) act as custodian and investment accounting and recordkeeping agent for it and that it becomes a Fund under the terms of the Agreement. In connection with such request, the undersigned Fund hereby confirms to State Street, as of the date hereof, its representations and warranties set forth in the Agreement. A current Schedule A to the Agreement is attached hereto.

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


Sincerely,

PIMCO FLEXIBLE EMERGING MARKETS INCOME FUND

By:

Name: Eric Johnson

Title: President, Duly Authorized


Agreed and Accepted:

STATE STREET BANK AND TRUST COMPANY

By:

Name:

Title:		, Duly Authorized

Effective as of June 29, 2021

LOGO

Schedule A

Custody and Investment Accounting Agreement

Dated 01/01/2000

(Updated as of June 29, 2021)

List of Funds of PIMCO Funds


Fund	PIMCO Account #	State Street Account #
PIMCO All Asset All Authority Fund	791	PX2A
PIMCO All Asset Fund	736	PC2Y
PIMCO California Intermediate Municipal Bond Fund	743	PC2D
PIMCO California Municipal Bond Fund	4175	PP2A
PIMCO California Municipal Intermediate Value Fund	15050	PX4E5
PIMCO California Municipal Opportunistic Value Fund	15051	PX4F5
PIMCO California Short Duration Municipal Income Fund	773	PX2Q
PIMCO Climate Bond Fund	4761	PP4D
PIMCO CommoditiesPLUS^® Strategy Fund	4702	PP1J
PIMCO CommodityRealReturn Strategy Fund^®	731	PC2X
PIMCO Credit Opportunities Bond Fund	4081	PP1X
PIMCO Diversified Income Fund	744	PX2D
PIMCO Dynamic Bond Fund	748	PPF3
PIMCO Emerging Markets Bond Fund	771	PC2J
PIMCO Emerging Markets Corporate Bond Fund	709	PP1A
PIMCO Emerging Markets Currency and Short-Term Investments Fund	708	PX2L
PIMCO Emerging Markets Full Spectrum Bond Fund	3719	PP2G
PIMCO Emerging Markets Local Currency and Bond Fund	739	PX2X
PIMCO ESG Income Fund	14756	PP4E
PIMCO Extended Duration Fund	738	PX2V
PIMCO Global Advantage^® Strategy Bond Fund	749	PPF4
PIMCO Global Bond Opportunities Fund (U.S. Dollar-Hedged)	785	PC2A
PIMCO Global Bond Opportunities Fund (Unhedged)	775	PC1M
PIMCO Global Core Asset Allocation Fund	758	PX3A
PIMCO GNMA and Government Securities Fund	721	PC2I
PIMCO Government Money Market Fund	799	PPF6
PIMCO High Yield Fund	705	PC1L

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PIMCO High Yield Municipal Bond Fund	763	PX2P
PIMCO High Yield Spectrum Fund	4720	PP1P
PIMCO Income Fund	766	PX2C
PIMCO Inflation Response Multi-Asset Fund	4082	PP1Y
PIMCO International Bond Fund (U.S. Dollar-Hedged)	770	PC1N
PIMCO International Bond Fund (Unhedged)	719	PX2N
PIMCO Investment Grade Credit Bond Fund	707	PC2R
PIMCO Long Duration Total Return Fund	713	PX2U
PIMCO Long-Term Credit Bond Fund	769	PPF9
PIMCO Long-Term Real Return Fund	793	PC2V
PIMCO Long-Term U.S. Government Fund	710	PC1F
PIMCO Low Duration Credit Fund	4080	PP1Q
PIMCO Low Duration ESG Fund	723	PC2D
PIMCO Low Duration Fund	720	PC1D
PIMCO Low Duration Fund II	750	PC1I
PIMCO Low Duration Income Fund	724	PX2B
PIMCO Moderate Duration Fund	745	PC2E
PIMCO Mortgage Opportunities and Bond Fund	3938	PP2K
PIMCO Mortgage-Backed Securities Fund	701	PC2H
PIMCO Municipal Bond Fund	703	PC2L
PIMCO National Intermediate Municipal Bond Fund	4176	PP2B
PIMCO National Municipal Intermediate Value Fund	15052	PX4G5
PIMCO National Municipal Opportunistic Value Fund	15053	PX4H5
PIMCO New York Municipal Bond Fund	753	PC2P
PIMCO Preferred and Capital Securities Fund	10706	PP2I
PIMCO RAE Fundamental Advantage PLUS Fund	4716	PPF2
PIMCO RAE PLUS EMG Fund	4718	PPF5
PIMCO RAE PLUS Fund	729	PX2H
PIMCO RAE PLUS International Fund	4197	PP1W
PIMCO RAE PLUS Small Fund	4196	PP1S
PIMCO RAE Worldwide Long/Short PLUS Fund	4325	PP2Q
PIMCO Real Return Fund	795	PC2F
PIMCO RealEstateRealReturn Strategy Fund	788	PX2R
PIMCO Short Asset Investment Fund	6740	PP1Z
PIMCO Short Duration Municipal Income Fund	733	PC2N
PIMCO Short-Term Fund	740	PC1B


PIMCO StocksPLUS^® Absolute Return Fund	734	PC2Z
PIMCO StocksPLUS^® Fund	715	PC1G
PIMCO StocksPLUS^® International Fund (Unhedged)	774	PX2W
PIMCO StocksPLUS^® International Fund (U.S. Dollar-Hedged)	786	PX2I
PIMCO StocksPLUS^® Long Duration Fund	711	PX2M
PIMCO StocksPLUS^® Short Fund	726	PX2S
PIMCO StocksPLUS^® Small Fund	751	PX2O
PIMCO Strategic Bond Fund	777	PPF8
PIMCO Total Return ESG Fund	790	PC1H
PIMCO Total Return Fund	700	PC1E
PIMCO Total Return Fund II	735	FA1B
PIMCO Total Return Fund IV	7700	PP1R
PIMCO TRENDS Managed Futures Strategy Fund	10789	PP2H

List of Funds of PIMCO Funds (Private Account Portfolio Series)


Fund	PIMCO Account #	State Street Account #
PIMCO ABS and Short-Term Investments Portfolio	732	PC3Q
PIMCO All Asset: Multi-Real Fund	16202	PG3G
PIMCO All Asset: Multi-RAE PLUS Fund	16200	PG3E
PIMCO All Asset: Multi-Short PLUS Fund	16201	PG3F
PIMCO EM Bond and Short-Term Investments Portfolio	781	PC2G
PIMCO High Yield and Short-Term Investments Portfolio	706	PC3H
PIMCO International Portfolio	780	PC1O
PIMCO Investment Grade Credit Bond Portfolio	702	PC3N
PIMCO Long Duration Credit Bond Portfolio	759	PPA5
PIMCO Low Duration Portfolio	4052	PC3U
PIMCO Moderate Duration Portfolio	4053	PC3V
PIMCO Mortgage and Short-Term Investments Portfolio	722	PC3F
PIMCO Municipal Portfolio	704	PC3O
PIMCO Real Return Portfolio	792	PC3M
PIMCO Sector Fund Series – AH	4781	PG3H
PIMCO Sector Fund Series – AI	4783	PG3I
PIMCO Sector Fund Series – AM	4785	PG3J
PIMCO Sector Fund Series – BC	4786	PG3N

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PIMCO Sector Fund Series – BL	4787	PG3O
PIMCO Sector Fund Series – EE	4788	PG3P
PIMCO Sector Fund Series – H	4789	PG3Q
PIMCO Sector Fund Series – I	4790	PG3R
PIMCO Short Asset Portfolio	3346	PG3L
PIMCO Short-Term Floating NAV Portfolio II	776	PC3S
PIMCO Short-Term Floating NAV Portfolio III	3376	PG3A
PIMCO Short-Term Portfolio	742	PC3A
PIMCO U.S. Government and Short-Term Investments Portfolio	712	PC3D

List of Funds of PIMCO Equity Series


Fund	PIMCO Account #	State Street Account #
PIMCO Dividend and Income Fund	4121	PPEN
PIMCO RAE Emerging Markets Fund	15662	PPES
PIMCO RAE Global Fund	15664	PPEU
PIMCO RAE Global ex-US Fund	15665	PPAG
PIMCO RAE International Fund	15663	PPEW
PIMCO RAE US Fund	15661	PPAB
PIMCO RAE US Small Fund	15666	PPEY
PIMCO REALPATH® Blend Income Fund	4330	PPEI
PIMCO REALPATH® Blend 2025 Fund	4332	PPE2
PIMCO REALPATH® Blend 2030 Fund	4333	PPE3
PIMCO REALPATH® Blend 2035 Fund	4334	PPE4
PIMCO REALPATH® Blend 2040 Fund	4335	PPE5
PIMCO REALPATH® Blend 2045 Fund	4336	PPE6
PIMCO REALPATH® Blend 2050 Fund	4337	PPE7
PIMCO REALPATH® Blend 2055 Fund	4338	PPE8
PIMCO REALPATH® Blend 2060 Fund	4339	PPE0

List of PIMCO Interval Funds

Fund

PIMCO

Account #

State Street

Account #

PIMCO Flexible Credit Income Fund

13648

PPAX


PIMCO Flexible Municipal Income Fund	14751	PX4A
PIMCO Flexible Emerging Markets Income Fund	16205	PX4B

List of PIMCO Closed End Funds


PIMCO Energy and Tactical Credit Opportunities Fund	4362	PX5A
PIMCO Dynamic Income Opportunities Fund	4365	PP5A

LOGO

SUPPLEMENT TO THE

SECOND AMENDED AND RESTATED SUPERVISION AND ADMINISTRATION

AGREEMENT

PIMCO Equity Series

650 Newport Center Drive

Newport Beach, California 92660

November 1, 2021

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

RE: Supervisory and Administrative Fee Reductions

Dear Sirs and Madams:

This will confirm the agreement between the undersigned (the “Trust”) and Pacific Investment Management Company LLC (the “Administrator”) as follows:

This Trust is an open-end investment company organized as a Delaware statutory trust, and consisting of such investment portfolios as have been or may be established by the Trustees of the Trust from time to time. A separate series of shares of beneficial interest of the Trust is offered to investors with respect to each investment portfolio. The Fund is a separate investment portfolio of the Trust.

The Trust and the Administrator have entered into a Second Amended and Restated Supervision and Administration Agreement (the “Agreement”) dated February 29, 2012, pursuant to which the Trust has employed the Administrator to provide supervisory and administrative services to the Trust as set forth in that Agreement.

The Trust and the Administrator hereby agree to amend Schedule A to the Agreement as of the date hereof to reflect fee rate changes for certain share classes of certain series of the Trust (the “Funds”) (the “Changed Classes”) and to make other ministerial edits. Accordingly, the current Schedule A is replaced with the new Schedule A attached hereto.

This Supplement and the Agreement shall become effective with respect to the Changed Classes on November 1, 2021 and shall remain in effect with respect to the Changed Classes, unless sooner terminated as provided herein, for a period not to exceed one year from the effective date and shall continue thereafter on an annual basis with respect to the Changed Classes provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Changed Classes or the Board of Trustees of the Trust, and (b) 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 the Administrator, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to a Fund and each class thereof at any time, without the payment of any penalty: (i) by a vote of a majority of the entire Board of Trustees of the Trust or by a majority of the outstanding voting shares of the Fund and each class thereof, as applicable, or, with respect to a particular class of the Fund, by a vote of a majority of the outstanding shares of such class, on 60 days’ written notice to the

Administrator; or (ii) after the initial period commencing on the effective date, by the Administrator at any time on 60 days’ written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

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


Very truly yours,

PIMCO EQUITY SERIES

By:
Title:		Treasurer


ACCEPTED

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:
Title:		Managing Director

Schedule A

Schedule to the Second Amended and Restated Supervision and Administration Agreement

PIMCO Equity Series

As of November 1, 2021

Institutional and Administrative Classes - Supervisory and Administrative Fee Rates (%)


	Core	Other

Fund	Expenses¹	Expenses	Total
PIMCO Dividend and Income Fund	0.10	0.15	0.25
PIMCO RAE Emerging Markets Fund	0.10	0.15	0.25
PIMCO RAE Global ex-US Fund	0.10	0.05	0.15
PIMCO RAE Global Fund	0.10	0.05	0.15
PIMCO RAE International Fund	0.10	0.10	0.20
PIMCO RAE US Fund	0.10	0.05	0.15
PIMCO RAE US Small Fund	0.10	0.05	0.15
PIMCO REALPATH^® Blend Income Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2025 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2030 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2035 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2040 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2045 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2050 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2055 Fund	0.02	0.00	0.02
PIMCO REALPATH^® Blend 2060 Fund	0.02	0.00	0.02

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

Schedule A

Schedule to the Second Amended and Restated Supervision and Administration Agreement

PIMCO Equity Series

As of November 1, 2021

Class I-2 – Supervisory and Administrative Fee Rates (%)


	Core	Other

Fund	Expenses¹	Expenses	Total
PIMCO Dividend and Income Fund	0.10	0.25	0.35
PIMCO RAE Emerging Markets Fund	0.10	0.25	0.35
PIMCO RAE Global ex-US Fund	0.10	0.15	0.25
PIMCO RAE Global Fund	0.10	0.15	0.25
PIMCO RAE International Fund	0.10	0.20	0.30
PIMCO RAE US Fund	0.10	0.15	0.25
PIMCO RAE US Small Fund	0.10	0.15	0.25

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

Schedule A

Schedule to the Second Amended and Restated Supervision and Administration Agreement

PIMCO Equity Series

As of November 1, 2021

Class I-3 – Supervisory and Administrative Fee Rates (%)


	Core	Other

Fund	Expenses¹	Expenses	Total
PIMCO Dividend and Income Fund	0.10	0.35	0.45
PIMCO RAE US Fund	0.10	0.25	0.35

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

Schedule A

Schedule to the Second Amended and Restated Supervision and Administration Agreement

PIMCO Equity Series

As of November 1, 2021

Classes A and C - Supervisory and Administrative Fee Rates (%)


	Core	Other

Fund	Expenses¹	Expenses	Total
PIMCO Dividend and Income Fund	0.10	0.25	0.35
PIMCO RAE Emerging Markets Fund	0.10	0.25	0.35
PIMCO RAE Global ex-US Fund	0.10	0.15	0.25
PIMCO RAE Global Fund	0.10	0.15	0.25
PIMCO RAE International Fund	0.10	0.20	0.30
PIMCO RAE US Fund	0.10	0.20	0.30
PIMCO RAE US Small Fund	0.10	0.20	0.30
PIMCO REALPATH^® Blend Income Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2025 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2030 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2035 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2040 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2045 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2050 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2055 Fund	0.10	0.12	0.22
PIMCO REALPATH^® Blend 2060 Fund	0.10	0.12	0.22

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

Schedule A

Schedule to the Second Amended and Restated Supervision and Administration Agreement

PIMCO Equity Series

As of November 1, 2021

Class R - Supervisory and Administrative Fee Rates (%)


	Core	Other

Fund	Expenses¹	Expenses	Total
PIMCO REALPATH^® Blend Income Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2025 Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2030 Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2035 Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2040 Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2045 Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2050 Fund	0.10	0.17	0.27
PIMCO REALPATH^® Blend 2055 Fund	0.10	0.17	0.27

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

Schedule A

Schedule to the Second Amended and Restated Supervision and Administration Agreement

PIMCO Equity Series

As of November 1, 2021

Class T - Supervisory and Administrative Fee Rates (%)

Core

Other

Fund

Expenses¹

Expenses

Total

PIMCO RAE Emerging Markets Fund

0.10

0.25

0.35

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

FEE WAIVER AGREEMENT

PIMCO Equity Series

650 Newport Center Drive

Newport Beach, California 92660

November 1, 2021

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

Re: PIMCO Dividend and Income Fund (the “Fund”)

Dear Sirs:

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

1. The Trust is an open-end investment company, consisting of multiple series, each of which may offer multiple Classes of shares. This Agreement shall pertain to each Class of the Fund, a series of the Trust.

2. The Trust, for and on behalf of the Fund and in accordance with the Fund’s investment objectives and restrictions, as specified in the Fund’s prospectus, may invest a portion of the Fund’s assets in certain other series of the Trust (the “Underlying PIMCO Equity Funds”), series of PIMCO ETF Trust (the “Underlying PIMCO ETFs”), and series of PIMCO Funds (the “Underlying PIMCO Funds,” together with the Underlying PIMCO Equity Funds and the Underlying PIMCO ETFs, the “Underlying Funds”).

3. Pursuant to an Investment Advisory Contract dated March 30, 2010, as 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, the Fund pays to PIMCO a monthly advisory fee at an annual rate set forth in Exhibit A to the Investment Advisory Contract (the “Advisory Fee”).

4. Pursuant to the Second Amended and Restated Supervision and Administration Agreement dated February 29, 2012, as supplemented from time to time (the “Supervision and Administration Agreement”), between the Trust and PIMCO, which amends and restates the Amended and Restated Supervision and Administration Agreement dated November 9, 2010, between the same parties, the Trust has retained PIMCO to provide or procure supervisory and administrative and other services to the Trust and its shareholders. Pursuant to the Supervision and Administration Agreement, the Fund pays to PIMCO a monthly supervisory and administrative fee at the annual rates in respect of one or more Classes of the Fund specified in the Supervision and Administration Agreement (the “Supervisory and Administrative Fee”).

5. Pursuant to the Investment Advisory Contract, each Underlying PIMCO Equity Fund pays to PIMCO a separate advisory fee for investment advisory services provided by

PIMCO. Pursuant to the Supervision and Administration Agreement, each Underlying PIMCO Equity Fund also pays to PIMCO a separate supervisory and administrative fee for supervisory, administrative and other services provided or procured by PIMCO to the Underlying PIMCO Fund and its shareholders. Pursuant to an Investment Management Agreement dated April 24, 2009, as supplemented from time to time (the “Management Agreement”), each Underlying PIMCO ETF pays to PIMCO a separate management fee for investment advisory services and supervisory, administrative and other services provided or procured by PIMCO to the Underlying PIMCO ETF and its shareholders. Pursuant to an Amended and Restated Investment Advisory Contract, dated February 23, 2009, as supplemented from time to time (the “PIMCO Funds Investment Advisory Contract”), each Underlying PIMCO Fund pays to PIMCO a separate advisory fee for investment advisory services provided by PIMCO. Pursuant to a Third Amended and Restated Supervision and Administration Agreement, dated August 25, 2021, as supplemented from time to time (the “PIMCO Funds Supervision and Administration Agreement”), which amends and restates the Second Amended and Restated Supervision and Administration Agreement dated April 1, 2012 between the same parties, each Underlying PIMCO Fund also pays to PIMCO a separate supervisory and administrative fee for supervisory, administrative and other services provided or procured by PIMCO to the Underlying PIMCO Fund and its shareholders. The advisory fees and supervisory and administrative fees paid by the Underlying PIMCO Funds and the Underlying PIMCO Equity Funds and the management fees paid by the Underlying PIMCO ETFs are collectively referred to herein as “Underlying Fund Fees.”

6. The Fund indirectly pays its proportionate share of the Underlying Fund Fees charged by PIMCO to the Underlying Funds in which the Fund invests.

7. In consideration of the Underlying Fund Fees indirectly paid by the Fund, each day PIMCO agrees to waive irrevocably all or any portion of: (i) first, the Advisory Fee that would otherwise be paid by the Fund to PIMCO in an amount equal to the amount of the Underlying Fund Fees, if any, indirectly paid by the Fund at the Underlying Fund level; and (ii) second, to the extent necessary, the Supervisory and Administrative Fee that would otherwise be paid by the Fund to PIMCO in an amount equal to the amount of the Underlying Fund Fees, if any, indirectly paid by the Fund at the Underlying Fund level. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of fees waived with respect to the previous fiscal year equal the amount of the Underlying Fund Fees, if any, indirectly paid by the Fund at the Underlying Fund level during the previous fiscal year. In no event will PIMCO be required to waive fees or reimburse the Fund for any amount in excess of accrued aggregate Fund Advisory Fees and Supervisory and Administrative Fees attributable to any day.

8. This Agreement shall become effective on November 1, 2021, shall have an initial term through October 31, 2022, and shall apply for each twelve month period thereafter so long as it is in effect. Thereafter, this Agreement shall automatically renew for one-year terms unless PIMCO provides written notice to the Trust at the above address of the termination of the Agreement, which notice shall be received by the Trust at least 30 days prior to the end of the then current term. In addition, this Agreement shall terminate upon termination of the Investment Advisory Contract or the Supervision and Administration Agreement, each with respect to the Fund, or it may be terminated by the Trust, without payment of any penalty, upon 90 days’ prior written notice to PIMCO at its principal place of business.

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

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

11. 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.

12. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust relating to the Fund. This Agreement has been signed and delivered by an officer of the Trust, acting as such, and such execution and delivery by such officer shall not be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust relating to the Fund.

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

[Remainder of page intentionally left blank.]

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

Very truly yours,

PIMCO Equity Series

By:

Name:

Title:

ACCEPTED:

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:

Name:

Title:

AMENDMENT

AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT DATED AS OF MAY 14, 2015, AS AMENDED AND SUPPLEMENTED, (the “Amendment”) is entered into on December 2, 2020 and made effective as of May 15, 2020 (the “Effective Date”) by and between PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability Company, having its principal office and place of business at 650 Newport Center Drive, Newport Beach, CA 92660 (the “Administrator”), on behalf of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Managed Accounts Trust (each, a “Trust”, and together, the “Trusts”), and DST ASSET MANAGER SOLUTIONS, INC. (previously named Boston Financial Data Services, Inc.) (“Transfer Agent”), a Massachusetts corporation having a principal place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169. Each of Administrator and Transfer Agent is a “Party” and collectively they are the “Parties.”

WHEREAS, Administrator and Boston Financial Data Services, Inc. entered into that certain Amended and Restated Transfer Agency and Service Agreement, dated as of May 14, 2015 (as amended, the “Agreement”);

WHEREAS, on or about January 1, 2018, Boston Financial Data Services, Inc. changed its name to DST Asset Manager Solutions, Inc.; and

WHEREAS, Administrator, on behalf of each Trust, and Transfer Agent wish to amend the terms of the Agreement as outlined below.

NOW, THEREFORE, in consideration of the mutual promises, undertakings, covenants and conditions set forth herein, the Transfer Agent and Administrator agree as follows:

Section 1.1. Section 1.1 is hereby amended by deleting the first paragraph (excluding the lettered sub-paragraphs that follow) and the following is inserted in lieu thereof:

1.1 Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Administrator, on behalf of each Trust and the Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for each Trust’s authorized and issued shares of beneficial interest (“Shares”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of a Trust and of any Portfolios of a Trust (“Shareholders”) and described in the currently effective prospectus(es) and statement(s) of additional information of each Trust, on behalf of the applicable Portfolio, including without limitation any periodic investment plan, dividend reinvestment plan or periodic withdrawal program. In accordance with (i) procedures established from time to time by agreement between the Transfer Agent and the Administrator (the “Procedures”), with such changes or deviations therefrom as have been (or may from time to time be) agreed upon in writing by the parties, and (ii) the service level standards and exceptions set forth in Schedule 1.1 (the “Service

Level Standards”), the Transfer Agent agrees that it will perform the following services:”

Section 1.2. Section 1.2(a) is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(a) Other Customary Services. Perform certain customary services of a transfer agent, dividend disbursing agent, service agent of certain retirement plans, and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any dividend reinvestment plan, periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts; preparing Shareholder lists for meetings; providing print files to Administrator’s print vendor of choice for mailing of Shareholder reports and prospectuses and statements of additional information to current Shareholders; providing print files to Administrator’s print vendor of choice for delivery of prospectuses in conjunction with first dollar confirmations into a Portfolio by any investor, whether or not a current Shareholder; withholding taxes on U.S. resident and non-resident alien accounts; preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders; providing print files to Administrator’s print vendor of choice for mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; providing print files to Administrator’s print vendor of choice for mailing activity statements for Shareholders; providing Shareholder account information; and receiving checks in the name of the Portfolios or the Trust and refusing checks that are in the name of the Administrator or PIMCO Investments, LLC (the “Distributor”), including the maintenance of a record through the automated work distributor system (“AWD”) containing pertinent details about any such checks. For the avoidance of doubt, the Transfer Agent does not accept securities on behalf of the Portfolios, the Trust, the Administrator or Distributor.”

Section 3.5. Section 3.5 of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Cost of Living Adjustment. A Cost of Living increase will apply starting June 1, 2023 and apply annually for each succeeding year of this Agreement in an amount equal to the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. In the event this Agreement was not signed as of the first day of the month, the fees and charges increase shall be effective as of the first day of the month immediately following the month during which the anniversary occurred and will be communicated to the Administrator in advance of the effective date. For clarification, if the change in the CPI-U is either zero or negative for the applicable period, the fees and charges for the succeeding calendar year will not decrease. Any Cost of Living increase shall be capped at a maximum rate of five percent (5%) per year.”

Section 10. The following new provisions are added to Section 10.

“Section 10.6. In the event the Administrator or a Trust obtains information from Transfer Agent or the TA2000 System which is clearly not intended for the Administrator or a Trust (“Unintended Information”), the Administrator agrees to: (i) promptly notify Transfer Agent after reaching an affirmative determination that such Information made available to the Administrator or a Trust constitutes or includes Unintended Information; (ii) not further review, disclose, release, or in any way use such Unintended Information; (iii) to the best of its ability, and subject to the requirements of applicable law or regulatory authority, provide Transfer Agent assistance to retrieve and/or destroy such Unintended Information; and (iv) deliver to Transfer Agent a certificate executed by an authorized officer of the Administrator certifying that all such unauthorized information in the Administrator’s possession or control has been delivered to Transfer Agent or destroyed as required by this provision.”

Section 11.4. Section 11.4 of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

11.4 Compliance Program. The Transfer Agent maintains and will continue to maintain a comprehensive compliance program reasonably designed to prevent violations of the federal securities laws pursuant to Rule 38a-1 under the 1940 Act. Pursuant to its compliance program, the Transfer Agent will provide periodic measurement reports to each Trust and its Chief Compliance Officer. Upon request of the Administrator, the Transfer Agent will provide to the Administrator in connection with any periodic annual or semi-annual shareholder report filed by a Trust or, in the absence of the filing of such reports, on a quarterly basis, a sub-certification pursuant to the Sarbanes-Oxley Act of 2002 in a form reasonably acceptable to the Administrator on behalf of each Trust with respect to the Transfer Agent’s performance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, the Transfer Agent will provide to the Administrator on behalf of each Trust a certification in a form reasonably acceptable to such Trust in connection with its compliance with Rule 38a-1 under the 1940 Act. On a quarterly basis, the Transfer agent will provide to the Administrator on behalf of each Trust a certification in a mutually agreed upon format in connection with DST’s performance of the SVI Review Services. The Transfer Agent reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments, and will promptly notify the Administrator of any such changes.

Section 12.1. The following is added and inserted as the second sentence of Section 12.1:

“Effective May 15, 2020, the “Initial Term” shall be May 15, 2020 to May 14, 2027 unless terminated pursuant to the provisions of this Section 12 or Schedule 1.1.”

Section 14.1. Section 14.1 is hereby deleted in its entirety and the following is inserted in lieu thereof:

“The Transfer Agent may, without further consent on the part of the Administrator, subcontract for the performance hereof with an affiliate of the Transfer Agent. Notwithstanding the above, in the event any subcontracted functions require a duly registered transfer agent, such affiliate will be duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act and have the financial capacity and resources to provide the level of services required of the Transfer Agent hereunder. The Transfer Agent shall be fully responsible to the Administrator for the acts and omissions of its affiliate (and for any other agent or subcontractor selected and used by the Transfer Agent to provide services required hereunder) as it is for its own acts and omissions. The foregoing shall not be deemed to apply to any direct contracts between the Administrator and any affiliate of the Transfer Agent as to which the Transfer Agent is not a party. The Transfer Agent may provide the services hereunder from service locations within or outside of the United States subject to applicable law and regulations without the consent of the Administrator or a Trust, provided, however, if any service is to be provided from outside of the United States, the Transfer Agent shall provide written notification to the Administrator in advance.”

Schedule A. The parties acknowledge and agree Schedule A is hereby deleted in its entirety and Schedule A attached hereto is inserted in its place.

Schedule 3.1. The parties acknowledge and agree Schedule 3.1 (Fee Schedule) is hereby deleted in its entirety and Schedule 3.1 attached hereto is inserted in its place.

10.

Schedule 1.2(f). The following new provisions are added to Section 4.1 of Schedule 1.2(f) (AML Delegation):

“(r) Except with respect to any entities excluded under applicable regulation: (i) take reasonable steps to verify the identity of legal entities seeking to become new customers of the Trusts, including verifying the identity of the natural person(s) retaining ownership or controlling interest in such legal entity (the “ Beneficial Owner(s)”), as such ownership and controlling interests are defined in 31 C.F.R. 1010.230, (ii) notify the Trusts in the event that the identity of such Beneficial Owner(s) is not provided upon request to such entity or cannot be verified, (iii) maintain records of the information used to verify such Beneficial Owners, as required, and (iv) determine whether such persons appear on any lists of known or suspected terrorists or terrorist organizations provided to the Trusts by any government agency.”

11.

Effect on Agreement. As of the Effective Date, this Amendment shall be effective to amend the Agreement and to the extent of any conflict between the Agreement and this Amendment, this Amendment shall control.

12.

Execution in Counterparts/Facsimile Transmission. This Amendment may be executed in separate counterparts, each of which will be deemed to be an original and all of which, collectively, will be deemed to constitute one and the same Amendment. This Amendment may also be signed by exchanging facsimile or electronic mail copies of this Amendment.

13.

Agreement in Full Force and Effect. Except as specifically modified by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect, and the Agreement, as amended by this Amendment, and all of its terms, including, but not limited to any warranties and representations set forth therein, if any, are hereby ratified and confirmed by the Administrator and Transfer Agent as of the Effective Date.

14.

Capitalized Terms. All capitalized terms used but not defined in this Amendment will be deemed to be defined as set forth in the Agreement.

15.

Authorization. Each party hereby represents and warrants to the other that the person or entity signing this Amendment on behalf of such party is duly authorized to execute and deliver this Amendment and to legally bind the party on whose behalf this Amendment is signed to all of the terms, covenants and conditions contained in this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.


PACIFIC INVESTMENT MANAGEMENT
COMPANY, LLC

By:

Name:		Peter Strelow

Title:		Managing Director

DST ASSET MANAGER SOLUTIONS, INC.

By:

Name:		Rahul Kanwar

Title:		Authorized Representative

Schedule A


Trust	Type of Entity	Jurisdiction
PIMCO FUNDS	MA Business Trust	MA CLASS
PIMCO All Asset All Authority Fund		All Classes
PIMCO All Asset Fund		All Classes
PIMCO California Intermediate Municipal Bond Fund		All Classes
PIMCO California Municipal Bond Fund		All Classes
PIMCO California Short Duration Municipal Income Fund		All Classes
PIMCO Climate Bond Fund		All Classes
PIMCO CommoditiesPLUS Strategy Fund		All Classes
PIMCO CommodityRealReturn Strategy Fund^®		All Classes
PIMCO Credit Opportunities Bond Fund		All Classes
PIMCO Diversified Income Fund		All Classes
PIMCO Dynamic Bond Fund		All Classes
PIMCO Emerging Markets Bond Fund		All Classes
PIMCO Emerging Markets Corporate Bond Fund		All Classes
PIMCO Emerging Markets Currency and Short-Term Investments Fund		All Classes
PIMCO Emerging Markets Full Spectrum Bond Fund		All Classes
PIMCO Emerging Markets Local Currency and Bond Fund		All Classes
PIMCO ESG Income Fund		All Classes
PIMCO Extended Duration Fund		All Classes
PIMCO Global Advantage Strategy Bond Fund		All Classes
PIMCO Global Bond Opportunities Fund (U.S. Dollar-Hedged)		All Classes
PIMCO Global Bond Opportunities Fund (Unhedged)		All Classes
PIMCO Global Core Asset Allocation Fund		All Classes
PIMCO GNMA and Government Securities Fund		All Classes
PIMCO Government Money Market Fund		All Classes
PIMCO Gurtin California Municipal Intermediate Value Fund		All Classes
PIMCO Gurtin California Municipal Opportunistic Value Fund		All Classes
PIMCO Gurtin National Municipal Intermediate Value Fund		All Classes
PIMCO Gurtin National Municipal Opportunistic Value Fund		All Classes
PIMCO High Yield Fund		All Classes
PIMCO High Yield Municipal Bond Fund		All Classes
PIMCO High Yield Spectrum Fund		All Classes
PIMCO Income Fund		All Classes
PIMCO Inflation Response Multi-Asset Fund		All Classes
PIMCO International Bond Fund (U.S. Dollar-Hedged)		All Classes
PIMCO International Bond Fund (Unhedged)		All Classes
PIMCO Investment Grade Credit Bond Fund		All Classes
PIMCO Long Duration Total Return Fund		All Classes
PIMCO Long-Term Credit Bond Fund		All Classes
PIMCO Long-Term Real Return Fund		All Classes


PIMCO Long-Term U.S. Government Fund		All Classes
PIMCO Low Duration ESG Fund		All Classes
PIMCO Low Duration Fund		All Classes
PIMCO Low Duration Fund II		All Classes
PIMCO Low Duration Income Fund		All Classes
PIMCO Moderate Duration Fund		All Classes
PIMCO Mortgage Opportunities and Bond Fund		All Classes
PIMCO Mortgage-Backed Securities Fund		All Classes
PIMCO Multi-Strategy Alternative Fund		All Classes
PIMCO Municipal Bond Fund		All Classes
PIMCO National Intermediate Municipal Bond Fund		All Classes
PIMCO New York Municipal Bond Fund		All Classes
PIMCO Preferred and Capital Securities Fund		All Classes
PIMCO RAE Fundamental Advantage PLUS Fund		All Classes
PIMCO RAE PLUS Fund		All Classes
PIMCO RAEPLUS EMG Fund		All Classes
PIMCO RAE PLUS International Fund		All Classes
PIMCO RAE PLUS Small Fund		All Classes
PIMCO RAE Worldwide Long/Short PLUS Fund		All Classes
PIMCO Real Return Fund		All Classes
PIMCO RealEstateRealReturn Strategy Fund		All Classes
PIMCO Senior Floating Rate Fund		All Classes
PIMCO Short Asset Investment Fund		All Classes
PIMCO Short Duration Municipal Income Fund		All Classes
PIMCO Short-Term Fund		All Classes
PIMCO StocksPLUS^® Absolute Return Fund		All Classes
PIMCO StocksPLUS^® Fund		All Classes
PIMCO StocksPLUS^® International Fund (U.S. Dollar-Hedged)		All Classes
PIMCO StocksPLUS^® International Fund (Unhedged)		All Classes
PIMCO StocksPLUS^® Long Duration Fund		All Classes
PIMCO StocksPLUS^® Short Fund		All Classes
PIMCO StocksPLUS^® Small Fund		All Classes
PIMCO Strategic Bond Fund		All Classes
PIMCO Total Return ESG Fund		All Classes
PIMCO Total Return Fund		All Classes
PIMCO Total Return Fund II		All Classes
PIMCO Total Return Fund IV		All Classes
PIMCO TRENDS Managed Futures Strategy Fund		All Classes

PAPS

PIMCO ABS and Short-Term Investments Portfolio
PIMCO All Asset: Multi-RAE PLUS Fund
PIMCO All Asset: Multi-Real Fund


PIMCO All Asset: Multi-Short PLUS Fund
PIMCO EM Bond and Short-Term Investments Portfolio
PIMCO High Yield and Short-Term Investments Portfolio
PIMCO International Portfolio
PIMCO Investment Grade Credit Bond Portfolio
PIMCO Long Duration Credit Bond Portfolio
PIMCO Low Duration Portfolio
PIMCO Moderate Duration Portfolio
PIMCO Mortgage and Short-Term Investments Portfolio
PIMCO Municipal Portfolio
PIMCO Real Return Portfolio
PIMCO Short Asset Portfolio
PIMCO Short-Term Floating NAV Portfolio II
PIMCO Short-Term Floating NAV Portfolio III
PIMCO Short-Term Portfolio
PIMCO US Government and Short-Term Investments Portfolio

PIMCO VARIABLE INSURANCE TRUST	DE Statutory Trust	DE CLASSES
PIMCO All Asset Portfolio		All Classes
PIMCO Balanced Allocation Portfolio		All Classes
PIMCO CommodityRealReturn Strategy Portfolio		All Classes
PIMCO Dynamic Bond Portfolio		All Classes
PIMCO Emerging Markets Bond Portfolio		All Classes
PIMCO Global Bond Opportunities Portfolio (Unhedged)		All Classes
PIMCO Global Core Bond (Hedged) Portfolio		All Classes
PIMCO Global Diversified Allocation Portfolio		All Classes
PIMCO Global Managed Asset Allocation Portfolio		All Classes
PIMCO High Yield Portfolio		All Classes
PIMCO Income Portfolio		All Classes
PIMCO International Bond Portfolio (U.S. Dollar-Hedged)		All Classes
PIMCO International Bond Portfolio (Unhedged)		All Classes
PIMCO Long-Term U.S. Government Portfolio		All Classes
PIMCO Low Duration Portfolio		All Classes
PIMCO Real Return Portfolio		All Classes
PIMCO Short-Term Portfolio		All Classes
PIMCO Total Return Portfolio		All Classes

PIMCO EQUITY SERIES	Delaware Statutory Trust	DE CLASS
PIMCO Dividend and Income Fund		All Classes
PIMCO RAE Emerging Markets Fund		All Classes
PIMCO RAE Global ex-US Fund		All Classes


PIMCO RAE Global Fund		All Classes
PIMCO RAE International Fund		All Classes
PIMCO RAE US Fund		All Classes
PIMCO RAE US Small Fund		All Classes
PIMCO RealPath Blend 2025 Fund		All Classes
PIMCO RealPath Blend 2030 Fund		All Classes
PIMCO RealPath Blend 2035 Fund		All Classes
PIMCO RealPath Blend 2040 Fund		All Classes
PIMCO RealPath Blend 2045 Fund		All Classes
PIMCO RealPath Blend 2050 Fund		All Classes
PIMCO RealPath Blend 2055 Fund		All Classes
PIMCO RealPath Blend 2060 Fund		All Classes
PIMCO RealPath Blend Income Fund		All Classes

PIMCO EQUITY SERIES VIT	Delaware Statutory Trust	DE CLASS
PIMCO StocksPLUS Global Portfolio		All Classes

PIMCO Managed Account Trust
Fund
PIMCO Fixed Income SHares: Series C		All Classes
PIMCO Fixed Income SHares: Series LD		All Classes
PIMCO Fixed Income SHares: Series M		All Classes
PIMCO Fixed Income SHares: Series R		All Classes
PIMCO Fixed Income SHares: Series TE		All Classes

Private Funds (Limited to Blue Sky Services)
Fund		CIK
PIMCO Distressed Senior Credit Opportunities Fund II Offshore Feeder, LP		1532935
PIMCO Distressed Senior Credit Opportunities Fund II, LP		1532934
PIMCO Global Credit Opportunity Employee Onshore Fund LLC		1571718
PIMCO Global Credit Opportunity Offshore Fund Ltd.		1370509
PIMCO Global Credit Opportunity Onshore Fund LLC.		1459533
PIMCO Loan Interests and Credit Onshore Master Fund LLC		1559671
PIMCO Loan Interests and Credit Offshore Master Fund LTD.		1555573
PIMCO Muni Real Return		1139696
PIMCO Municipal Funds LLC		1348864
PIMCO Absolute Return Strategy 3 Offshore Fund Ltd. (f/k/a PIMCO Absolute Return Strategy II Offshore Fund Ltd.)		1412058
PIMCO Absolute Return Strategy 3 Onshore Fund LLC (f/k/a PIMCO Absolute Return Strategy II Onshore Fund LLC)		1336837
PIMCO Absolute Return Strategy 3E Offshore Fund Ltd. (f/k/a PIMCO Absolute Return Strategy III Offshore Fund Ltd.)		1324636
PIMCO Absolute Return Strategy 3E Onshore Fund LLC (f/k/a PIMCO Absolute Return Strategy III Onshore Fund LLC)		1438677
PIMCO Absolute Return Strategy IV Employee Onshore Fund LLC		1571731


PIMCO Absolute Return Strategy IV Fund 1 Ltd.		1171964
PIMCO Absolute Return Strategy IV Fund 2 Ltd.		1171962
PIMCO Absolute Return Strategy IV LLC.		1171963
PIMCO Absolute Return Strategy V Offshore Fund Ltd.		1430674
PIMCO Large Cap StocksPLUS Total Return Fund		1460669
PIMCO Tactical Opportunities Offshore Fund L.P.		1569540
PIMCO Tactical Opportunities Onshore Fund L.P.		1569541
PIMCO Absolute Return Strategy III Overlay Offshore Fund Ltd.		1577866
PIMCO Combined Alpha Strategies Offshore Fund Ltd		1389537
PIMCO Dividend Emerging Market Sector Fund LLC Form D		1637306
PIMCO RAE Fundamental Global Fund LLC		1644762
PIMCO RAE Fundamental Global ex-US Fund LLC		1644759
PIMCO RAE Fundamental International Fund LLC		1644757
PIMCO RAE Fundamental Emerging Markets Fund LLC		1644758
PIMCO RAE Fundamental US Fund LLC		1644801
PIMCO Absolute Return Strategy V Onshore Fund LLC		1653768
PHFS II SP, A Segregated Portfolio of PHFS Series SPC		1647780
PIMCO Global Inflation Linked Bond Fund Ltd.		1628775
PHFS I SP, a Segregated Portfolio of PHFS Series SPC		1647779
PHFS III SP, a Segregated Portfolio of PHFS Series SPC		1656582
PHFS IV SP, a Segregated Portfolio of PHFS Series SPC		1668220
PHFS V SP, A Segregated Portfolio of PHFS Series SPC		1673677
PIMCO Money Market Fund Ltd.		1689296
PIMCO Multi-Asset Alternative Risk Premia Strategy Offshore Fund L.P.		1702456
PIMCO Multi-Asset Alternative Risk Premia Strategy Onshore Fund L.P.		1720593
PIMCO Absolute Return Strategy IV IDF LLC		1426150
StocksPLUS, L.P. A		1459534
StocksPLUS, L.P. B		1459534
PIMCO Commodities Alpha Fund		1570965
PIMCO Commodities Alpha Offshore Fund		1570879
PHFS Residential Opportunities Offshore Fund, L.P		1810622
PIMCO ILS Fund SP I, A Segregated Portfolio of PIMCO ILS Series SPC		1778560
PIMCO ILS Fund SP II, A Segregated Portfolio of PIMCO ILS Series SPC		1798640
PIMCO Multi-Asset Alternative Risk Premia Strategy Risk Off Version Offshore Fund L.P.		1793835
PIMCO Commodity Risk Premia Onshore Fund L.P.		1744003
PIMCO Commodity Risk Premia Offshore Fund Ltd.		1744028
PIMCO Multi-Asset Alternative Risk Premia Strategy Risk Off Version Onshore Fund L.P.		1793851

SCHEDULE 1.1

SERVICE LEVEL STANDARDS

1. TRANSACTION PROCESSING ACCURACY


CATEGORY		TARGET

Transaction Processing		Each quarter, overall Transfer Agent accuracy will meet or exceed 98.0%.

		Transaction processing accuracy percentage measured by the total number of manual transactions processed by the Transfer Agent, reduced by the number of as-of transactions ultimately determined to have been caused solely by the Transfer Agent, divided by the total number of manual transactions processed by the Transfer Agent.

2. TELEPHONE TIMELINESS


CATEGORY		TARGET

Average Speed of Answer		Each quarter, 80% of overall calls will be answered within 20 seconds during applicable hours.

If after a span of three consecutive quarters Transfer Agent is not able to meet the same respective Service Level Standard provided above, the Transfer Agent will be provided a 90-day time period to successfully maintain the provided targets (the “Remediation Period”). If at the conclusion of the Remediation Period the Transfer Agent fails to meet the targets provided above during the Remediation Period, then the Administrator may terminate the Agreement without penalty upon written notice to Transfer Agent within 30 days.

SCHEDULE 1.1

SERVICE LEVEL EXCEPTIONS

Performance with respect to a Service Level shall not be calculated for any period or portion of a period where the Transfer Agent is unable to achieve a Service Level as a result of any of the following:

1. Failure or unavailability of communication lines outside of the Transfer Agent’s facilities.

2. Failure or unavailability of any system, which is substantially required for the performance of the Services, provided that the Transfer Agent has adopted and implemented a program reasonably designed to prevent such failures or unavailability.

3. Failure by a third party outside of the Transfer Agent’s control (and whose performance is a prerequisite for the Transfer Agent’s performance) to perform properly or in a timely manner. Third party service providers within the Transfer Agent’s control (and whose performance is a prerequisite for the Transfer Agent’s performance) will not be included in this calculation.

4. A pre-planned, extraordinary event that the Administrator was informed about in advance.

5. A failure in equipment controlled in whole or in part by the Administrator or an agent of the Administrator.

6. With respect to telephone related service levels, a call volume of fewer than fifty (50) overall calls per day resulting in a statistically unreliable sample for measurement.

7. An unexpected increase in volume that is more than 15% higher than the previous twelve (12) week average.

8. A disaster which requires the Transfer Agent to process at its disaster recovery facility or when the Transfer Agent’s transaction processing is impeded by a Force Majeure event.


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

Exhibit (i)

October 28, 2021

PIMCO Equity Series

650 Newport Center Drive

Newport Beach, California 92660

Dear Ladies and Gentlemen:

We have acted as counsel for PIMCO Equity Series (the “Trust”), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 89 to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) relating to the issuance and sale by the Trust of an indefinite number of authorized shares of beneficial interest under the Securities Act of 1933, as amended (the “1933 Act”), and under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the Trust’s Amended and Restated Declaration of Trust and its Amended and Restated By-Laws, each as amended to date.

Based upon the foregoing, we are of the opinion that the shares of beneficial interest of the Trust’s series proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Trust’s Registration Statement to be dated on or about November 1, 2021 and in any revised or amended versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of PIMCO Equity Series^® of our reports dated August 26, 2021, relating to the financial statements and financial highlights, which appears in each of the Fund’s (as listed in Appendix A) Annual Report on Form N-CSR for the year ended June 30, 2021. We also consent to the references to us on the cover page of the Statements of Additional Information and under the headings “Financial Statements”, “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Kansas City, Missouri

October 27, 2021

Appendix A

PIMCO Equity Series^®

PIMCO Dividend and Income Fund

PIMCO RAFI Dynamic Multi-Factor Emerging Markets Equity ETF

PIMCO RAFI Dynamic Multi-Factor International Equity ETF

PIMCO RAFI Dynamic Multi-Factor U.S. Equity ETF

PIMCO RAFI ESG U.S. ETF

PIMCO RAE Emerging Markets Fund

PIMCO RAE Global Fund

PIMCO RAE Global ex-US Fund

PIMCO RAE International Fund

PIMCO RAE US Fund

PIMCO RAE US Small Fund

PIMCO REALPATH^® Blend 2025 Fund

PIMCO REALPATH^® Blend 2030 Fund

PIMCO REALPATH^® Blend 2035 Fund

PIMCO REALPATH^® Blend 2040 Fund

PIMCO REALPATH^® Blend 2045 Fund

PIMCO REALPATH^® Blend 2050 Fund

PIMCO REALPATH^® Blend 2055 Fund

PIMCO REALPATH^® Blend 2060 Fund

PIMCO REALPATH^® Blend Income Fund

PIMCO EQUITY SERIES

NINTH AMENDED AND RESTATED MULTI-CLASS PLAN

Pursuant to Rule 18f-3 under the Investment Company Act of 1940

Effective Date (November 18, 2020)

WHEREAS, the Board of Trustees of the PIMCO Equity Series (the “Trust”) has considered the Eighth Amended and Restated Multi-Class Plan (the “Existing Plan”) under which the Trust may offer multiple classes of shares of its now existing and hereafter created series pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Board of Trustees of the Trust desires to amend and restate the Existing Plan to reduce the holding period for the automatic conversion of Class C shares to Class A shares of the same Fund from 10 years to 8 years; and

WHEREAS, a majority of the Trustees of the Trust and majority of the Trustees who are not “interested persons,” as defined in the 1940 Act, of the Trust (“Independent Trustees”) have found the following Ninth Amended and Restated Multi-Class Plan (the “Plan”), as proposed, to be in the best interests of each class of shares of the Trust individually and the series of the Trust and the Trust as a whole;

NOW, THEREFORE, the Trust hereby approves and adopts the following revised Plan pursuant to Rule 18f-3 under the 1940 Act.

1. FEATURES OF THE CLASSES

Each now existing and hereafter created series (each a “Fund”) of the Trust is authorized to issue from time to time its shares of beneficial interest in up to eight classes: Class A shares, Class C shares, Class R shares, Class T shares, Institutional Class shares, I-2 shares, I-3 shares and Administrative Class shares. Each class is subject to such investment minimums, sales charges and other conditions of eligibility as are set forth in the Trust’s prospectus(es) as from time to time in effect (together with the Trust’s statement(s) of additional information as from time to time in effect, the “Prospectus”). Each Fund may offer such classes of shares to such classes of persons as are set forth in the Prospectus.

Shares of each class of a Fund shall represent an equal pro rata interest in such Fund, and, generally, shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any Class Expenses, as defined in Section 3 below; and (c) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class, and shall have exclusive voting rights on any matter submitted to shareholders that relates solely to that class.

In addition, each Class shall have the features described in Sections 2, 3 and 4 below. These features are subject to change, to the extent permitted by law and by the Amended and Restated

Declaration of Trust and Amended and Restated By-Laws of the Trust, or by action of the Board of Trustees of the Trust.

2. SERVICE, DISTRIBUTION AND SUPERVISORY AND ADMINISTRATIVE FEES

(a) Service and Distribution Fees. Class A, Class C, Class R and Class T shares each pay the principal underwriter of the Trust’s shares (the “Distributor”) fees for services rendered and expenses borne in connection with personal services rendered to shareholders of the particular class and the maintenance of shareholder accounts (“Service Fees”). Class A, Class C, Class R and Class T shares of a Fund pay a Service Fee of up to 0.25% per annum of the average daily net assets of such Fund attributable to such class, as described in the Prospectus. In addition, Class C and Class R shares pay the Distributor fees in connection with the distribution of shares of that class (“Distribution Fees”). Class C shares of a Fund pay a Distribution Fee of up to 0.75% per annum of the average daily net assets of such Fund attributable to the particular class, as described in the Prospectus. Class R shares of a Fund pay a Distribution Fee of up to 0.25% per annum of the average daily net assets of such Fund attributable to the particular class, as described in the Prospectus. Class A and Class T Service Fees and Class C and Class R Distribution and Service Fees (together such Services Fees and Distribution Fees, the “12b-1 Fees”) are paid pursuant to separate plans adopted for each class pursuant to Rule 12b-1 under the 1940 Act (“12b-1 Plans”).

The Trust has adopted a distribution and servicing plan (the “Administrative Class Distribution and Servicing Plan”) with respect to the Administrative Class shares of a Fund. The plan has been adopted in accordance with the requirements of Rule 12b-1 and will be administered accordingly. Under the terms of the plan, the Trust pays the Distributor, out of the Administrative Class assets of a Fund, up to 0.25% on an annual basis of the average daily net assets of that class (“Administrative Class Fees”), for services rendered and expenses borne in connection with distribution, shareholder and/or other services for Administrative Class shareholders.

The Trust has not adopted an administrative services plan or a distribution plan with respect to Institutional Class, I-2, or I-3 shares of the Funds. However, Institutional Class, I-2 or I-3 shares may be offered through certain brokers and financial intermediaries (“service agents”) that have established a shareholder servicing relationship with the Trust on behalf of their customers. The Trust pays no compensation to such entities. Service agents may impose additional or different conditions on the purchase or redemption of Institutional Class, I-2 or I-3 shares of the Funds and may charge transaction or account fees. Service agents are responsible for transmitting to their customers a schedule of any such fees and conditions.

(b) Supervisory and Administrative Fees. Each class of shares of a Fund pays Pacific Investment Management Company LLC (the “Administrator” or “PIMCO”) fees for supervisory and administrative services (“Supervisory and Administrative Fees”) pursuant to a Supervision and Administration Agreement with the Trust (the “Supervision and Administration Agreement”). Under the Supervision and Administration Agreement, the Administrator provides or procures administrative and other services such as audit, custody, transfer agency, accounting, legal and printing services. The Supervisory and Administrative Fee rates payable by each class of shares are set forth in the Prospectuses.

3. ALLOCATION OF INCOME AND EXPENSES

(a) Class A, Class C, I-2, I-3, Class R, Class T and Administrative Class shares pay the expenses associated with their different distribution and shareholder servicing arrangements. All classes pay their respective Supervisory and Administrative Fees. Each class of shares may, at the Trustees’ discretion, also pay a different share of other expenses (together with 12b-1 Fees, Administrative Class Fees, and Supervisory and Administrative Fees, “Class Expenses”), not including advisory fees or other expenses related to the management of the Trust’s assets, if these expenses are actually incurred in a different amount by that class, or if the class received services of a different kind or to a different degree than other classes.

(b) The net asset value of all outstanding shares representing interests in a Fund shall be computed on the same days and at the same time. For purposes of computing net asset value, the gross investment income of each Fund shall be allocated to each class on the basis of the relative net assets of each class at the beginning of the day adjusted for capital share activity for each class as of the prior day as reported by the Fund’s transfer agent. Realized and unrealized gains and losses for each class will be allocated based on relative net assets at the beginning of the day, adjusted for capital share activity for each class of the prior day, as reported by the Fund’s transfer agent. To the extent practicable, certain expenses, (other than Class Expenses as defined above, which shall be allocated more specifically), shall be allocated to each class based on the relative net assets of each class at the beginning of the day, adjusted for capital share activity for each class as of the prior day, as reported by the Fund’s transfer agent. Allocated expenses to each class shall be subtracted from allocated gross income. These expenses include:

(1) Expenses incurred by the Trust (including, but not limited to, fees of Trustees, insurance and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund (“Corporate Level Expenses”); and

(2) Expenses incurred by a particular Fund but not attributable to any particular class of such Fund’s shares (“Fund Expenses”). Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. Corporate Level Expenses and Fund Expenses shall be allocated between the classes of shares based on the relative net assets of each class at the beginning of the day, adjusted for capital share activity for each class as of the prior day, as reported by the Fund’s transfer agent. Approved Class Expenses shall be allocated to the particular class to which they are attributable. In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a Class Expense can no longer be attributed to a class, it will be charged to a Fund for allocation among classes, as determined by the Board of Trustees. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board of Trustees of the Trust in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”).

The Trust reserves the right to utilize any other appropriate method to allocate income and expenses among the classes, including those specified in Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the Independent Trustees determine that the method is fair to the shareholders of each class and that the annualized rate of return of each class will

generally differ from that of the other classes only by the expense differentials among the classes.

4. EXCHANGE PRIVILEGES

Shareholders may exchange shares of one class of a Fund for shares of an identical class of any other Fund of the Trust, or an identical class of any series of PIMCO Funds, an affiliated registered investment company managed by the Trust’s investment adviser, PIMCO, subject to the terms and conditions set forth in the Prospectus and based upon each Fund’s net asset value per share, provided that the exchange is made in states where the securities being acquired are properly registered or are otherwise qualified.

Shareholders may exchange Institutional Class shares of a Fund for Class M shares of any series of PIMCO Funds, based upon each Fund’s net asset value per share.

In addition, shares of one class of a Fund may be exchanged, at the shareholder’s option, for shares of another class of the same Fund (an “intra-Fund exchange”), if and to the extent an applicable intra-Fund exchange privilege is disclosed in the Prospectus and subject to the terms and conditions (including the imposition or waiver of any sales charge or CDSC) set forth in the Prospectus, provided that the shareholder requesting the intra-Fund exchange meets the eligibility requirements of the class into which such shareholder seeks to exchange.

5. CONVERSION FEATURES

Class C shares of a Fund held by, or on behalf of, a shareholder automatically convert to Class A shares of the same Fund either after they have been held by, or on behalf of, the shareholder for 8 years or if no holding period can be determined, in each case as described in the Prospectus, and thereafter are subject to the lower fees charged to Class A shares. In this regard, if the Class A shareholders approve any material increase in expenses allocated to that class (including 12b-1 Fees) without the approval of the then-existing Class C shareholders, the Trust will establish a new class of shares, into which then-held Class C shares would convert, on the same terms as those that applied to Class A shares before such increase.

Class C shares of a Fund held in an Orphaned Account, as defined below, automatically convert to Class A shares of the same Fund. Class C shares of a Fund held in an Orphaned Account will convert to Class A shares of the same Fund promptly upon PIMCO Investments LLC (“PI”) being named default dealer of record after the resignation of the Prior Broker-Dealer of Record (as defined below). Certain shareholder accounts are maintained with the Trust’s Transfer Agent and list a broker-dealer of record (“Prior Broker-Dealer of Record”) other than PI, and, if subsequently, such Prior Broker-Dealer of Record resigns from the account resulting in such account being held directly with the Trust and PI becoming the default dealer of record for such account, then such account would be referred to as an “Orphaned Account.”

There are currently no other automatic conversion features among the classes.

6. DIVIDENDS/DISTRIBUTIONS

Each Fund pays out as dividends substantially all of its net investment income (which comes from dividends and interest it receives from its investments) and net realized short-term and long-term capital gains as described in the Prospectus.

All dividends and/or distributions will be paid in the form of additional shares of the class of shares of the Fund to which the dividends and/or distributions relate or, at the election of the shareholder, of another Fund or a series of PIMCO Funds at net asset value of such Fund or series, unless the shareholder elects to receive cash. Dividends paid by each Fund are calculated in the same manner and at the same time with respect to each class.

7. WAIVER OR REIMBURSEMENT OF EXPENSES

Expenses may be waived or reimbursed by any adviser, sub-adviser, principal underwriter, or other provider of services to the Trust without the prior approval of the Trust’s Trustees.

8. EFFECTIVENESS OF PLAN

This Plan shall not take effect until it has been approved by votes of a majority of both (a) the Trustees of the Trust and (b) the Independent Trustees. When this Plan takes effect, it shall supersede all previous plans of the Trust adopted pursuant to Rule 18f-3 under the 1940 Act.

9. MATERIAL MODIFICATIONS

This Plan may not be amended to modify materially its terms unless such amendment is approved in the manner provided for initial approval hereof in Section 8 above.

10. LIMITATION OF LIABILITY

The Trustees of the Trust and the shareholders of each Fund shall not be liable for any obligations of the Trust or any Fund under this Plan, and the Administrator or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or such Funds in settlement of such rights or claims, and not to any Trustee or shareholder.

LOGO

Policy

PIMCO’s Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your personal securities transactions and outside business activities.

All employees must read and understand the Code.

Effective Date: May 2009

Last Revision: March 2021

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. 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 | March 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,

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 | March 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 | March 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 | March 2021 5

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

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

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

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

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

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

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

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

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

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

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

CODE OF ETHICS | March 2021 6

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

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

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

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

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

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

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

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

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 issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a

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. 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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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, and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500^® Index”) will be permitted

⁴	For purposes of this clause 3 and Appendix II, the term Financial Instrument as it applies to Personal Securities Transactions of Portfolio Per-sons 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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(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 your proposed transaction complies with this Code, including post-trade monitoring. The Compliance Officer

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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.

H. 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 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

This Code will not be interpreted or applied in any manner that would violate any PIMCO employee’s legal

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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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

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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:

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.

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 “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

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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 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. For the avoidance of doubt, “Personal Securities Transaction” includes Derivatives on a Cryptocurrency.

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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.

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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 (ie. 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 | March 2021 18


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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:

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Duty of loyalty;

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Duty to act in clients’ best interest;

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Duty to act with care in handling client matters;

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Duty to avoid conflicts of interest; and

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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:

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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.

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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.

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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.

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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.

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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.)

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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.


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Fiduciary Duty

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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 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.

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

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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:

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Unfair prices;

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Failure to disclose material facts;

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Fraudulent representations;

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Unsuitable recommendations/investments;

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Falsifying records;


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Fiduciary Duty

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Circumvention of industry rules and regulations;

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Failure to maintain proper records;

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Unauthorized transactions in clients’ accounts;

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Failure to disclose conflicts of interest;

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Misusing customer funds or securities; or

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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:

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civil injunctions;


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Insider Trading Policy and Procedures

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disgorgement of profits;

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jail sentences;

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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

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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:

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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.

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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.

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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:

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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

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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:

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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

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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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Insider Trading Policy and Procedures

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:

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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

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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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Insider Trading Policy and Procedures

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;

●

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;

●

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;

●

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;

●

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;

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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

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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:

●

Ensure the confidentiality of records and personal information;

●

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

●

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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Privacy Policies and Procedures

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:

●

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

●

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:

●

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

●

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.

5. 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:

●

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.

●

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).

●

Portfolio statements (6 years for mutual funds).

●

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

●

List of portfolios in which we have investment discretion.

●

Management fee invoices.

●

Client letters (performance statements).

●

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:

●

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

●

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).

●

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

●

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.

●

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.

●

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

●

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

●

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.

●

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:

●

All marketing materials used in advertising.

●

One-on-one presentation materials.

●

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

●

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

●

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.

●

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.

●

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.

●

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:

●

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

●

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

●

Quarterly Political Contributions Certifications.

●

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.

●

Initial Public Offering and Limited Offering Pre-Clearance Requests.

●

Initial and Annual Brokerage Reports.

●

Initial and Annual Holdings Reports/Certifications.

●

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

●

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

●

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

●

Personal brokerage account statements, if applicable.


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●

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

●

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

●

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:

●

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

●

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

●

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

●

Trial balances.

●

Internal audit work papers.

●

Invoices.

●

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

●

Corporate/business tax-related documents.

●

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

●

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.

●

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:

●

Employment Application

●

Resume

●

Offer Letter

●

Employment Agreement

●

Payroll Authorization forms (W-4/EDD forms)

●

Records of change in payroll rate, title, etc.

●

Notices of leave of absence, etc.

●

Notices of commendation, warning, discipline or termination

●

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):

●

Derivative-based products.

●

Equity-based products.

●

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:

●

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

●

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).

●

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.

●

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:

●

Vendor contracts.

●

Any agreements relating to our business.

●

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:

●

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.

●

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.

●

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:

●

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

●

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

●

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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Electronic Communications and Social Media

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


16 Electronic Communications and Social Media		Page 45 of 46


		COMPLIANCE MANUAL

Electronic Communications and Social Media

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.


16 Electronic Communications and Social Media		Page 46 of 46

POWER OF ATTORNEY

I, the undersigned President of the following investment companies (collectively, the “Trusts”):

PIMCO Equity Series

PIMCO Equity Series VIT

PIMCO ETF Trust

PIMCO Funds

PIMCO Variable Insurance Trust

hereby constitute and appoint Ryan G. Leshaw, Wu-Kwan Kit, Douglas P. Dick, Brendan C. Fox, Megan C. Johnson, Kevin F. Cahill and Adam T. Teufel, each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity, all Registration Statements of the Trusts, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after February 12, 2020.

Dated: February 12, 2020

/s/ Eric D. Johnson

Eric D. Johnson

POWER OF ATTORNEY

I, the undersigned Treasurer of the following investment companies (collectively, the “Trusts”):

PIMCO Equity Series

PIMCO Equity Series VIT

PIMCO ETF Trust

PIMCO Funds

PIMCO Variable Insurance Trust

hereby constitute and appoint Ryan G. Leshaw, Wu-Kwan Kit, Douglas P. Dick, Brendan C. Fox, Megan C. Johnson, Kevin F. Cahill and Adam T. Teufel, each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity, all Registration Statements of the Trusts, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys–in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after January 1, 2021.

Dated: January 1, 2021

/s/ Bijal Parikh

Bijal Parikh

POWER OF ATTORNEY

We, the undersigned Trustees of the following investment companies (collectively, the “Trusts”):

PIMCO Equity Series

PIMCO Equity Series VIT

PIMCO ETF Trust

PIMCO Funds

PIMCO Variable Insurance Trust

hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving the Trusts and hereby constitute and appoint Ryan G. Leshaw, Wu-Kwan Kit, Douglas P. Dick, Brendan C. Fox, Megan C. Johnson, Kevin F. Cahill, Adam T. Teufel and Aaron D. Withrow, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Trusts, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after February 10, 2021.

Dated: February 10, 2021


/s/ George E. Borst				/s/ Gary F. Kennedy
George E. Borst				Gary F. Kennedy

/s/ Jennifer Holden Dunbar				/s/ Peter B. McCarthy
Jennifer Holden Dunbar				Peter B. McCarthy

/s/ Kimberley G. Korinke				/s/ Ronald C. Parker
Kimberley G. Korinke				Ronald C. Parker

/s/ Kym M. Hubbard				/s/ Peter G. Strelow
Kym M. Hubbard				Peter G. Strelow

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