Form 485BPOS PIMCO VARIABLE INSURANCE

a. Have you previously pre-cleared transactions in this account?

b. If you answered “No” to question 12.a, please complete the relevant section of Annex A below.

c. If there has been any changes regarding your total share ownership, or account ownership structure, please complete Annex B below.

d. Once Compliance approval is received and the pre-cleared transaction is executed, please provide execution details as noted in Annex C below.

Article

April 30, 2021 1:43 PM EDT

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PARTICIPATION AGREEMENT

Among

[INSURANCE COMPANY],

PIMCO VARIABLE INSURANCE TRUST,

PIMCO EQUITY SERIES VIT,

and

PIMCO INVESTMENTS LLC

THIS AGREEMENT, dated as of the day of , [insert year], by and among __________________, (the “Company”), an [insert state] life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to individually and collectively as the “Account”), PIMCO Variable Insurance Trust and PIMCO Equity Series VIT (each a “Fund” and together the “Funds”), each a Delaware statutory trust, and PIMCO Investments LLC (the “Underwriter”), a Delaware limited liability company.

WHEREAS, each Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance and variable annuity contracts (the “Variable Insurance Products”) to be offered by insurance companies which have entered into participation agreements with such Fund and Underwriter (“Participating Insurance Companies”);

WHEREAS, the shares of beneficial interest of the Funds are divided into several separate series of shares, each designated a “Portfolio” and representing the interest in a particular managed portfolio of securities and other assets;

WHEREAS, the Funds may rely on an order (PIMCO Variable Insurance Trust, et al., Investment Company Act Rel. Nos. 22994 (Jan. 7, 1998) (Notice) and 23022 (Feb. 9, 1998) (Order)) from the Securities and Exchange Commission (the “SEC”) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the “1940 Act”) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Funds to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the “Mixed and Shared Funding Exemptive Order”);

WHEREAS, each Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, Pacific Investment Management Company LLC (the “Adviser”), which serves as investment adviser to the Funds, is duly registered as an investment adviser under the federal Investment Advisers Act of 1940, as amended;

WHEREAS, the Company has issued or will issue certain variable life insurance and/or variable annuity contracts supported wholly or partially by the Account (the “Contracts”);

WHEREAS, the Account is duly established and maintained as a segregated asset account, duly established by the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts;

WHEREAS, the Underwriter, which serves as distributor to the Funds, is registered as a broker dealer with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase Administrative Class, Institutional Class, Advisor Class and/or Class M shares in the Portfolios listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the “Designated Portfolios”) on behalf of the Account to fund the aforesaid Contracts, and the Underwriter is authorized to sell such shares to the Account at net asset value;

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

ARTICLE I.

SALE OF FUND SHARES

1.1. Each Fund has granted to the Underwriter exclusive authority to distribute such Fund’s shares, and has agreed to instruct, and has so instructed, the Underwriter to make available to the Company for purchase on behalf of the Account Fund shares of those Designated Portfolios selected by the Company. Pursuant to such authority and instructions, and subject to Article IX hereof, the Underwriter agrees to make available to the Company for purchase on behalf of the Account, shares of those Designated Portfolios, such purchases to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, the Board of Trustees of the applicable Fund (each a “Board” and together the “Boards”) may suspend or terminate the offering of such Fund’s shares of any Designated Portfolio or class thereof, or liquidate any Designated Portfolio or class thereof, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the applicable Board acting in good faith, suspension, termination or liquidation is necessary in the best interests of the shareholders of such Designated Portfolio.

1.2. The applicable Fund shall redeem, at the Company’s request, any full or fractional Designated Portfolio shares held by the Company on behalf of the Account, such redemptions to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall not redeem Fund shares attributable to Contract owners except in the circumstances permitted in Section 1.3 of this Agreement, and (ii) the applicable Fund may

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delay redemption of Fund shares of any Designated Portfolio to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder.

1.3. Purchase and Redemption Procedures

(a) Each Fund hereby appoints the Company as an agent of such Fund for the limited purpose of receiving purchase and redemption requests on behalf of the Account (but not with respect to any Fund shares that may be held in the general account of the Company) for shares of those Designated Portfolios of such Fund made available hereunder, based on allocations of amounts to the Account or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Account. Receipt and acceptance of any such request (or relevant transactional information therefor) on any day the New York Stock Exchange is open for trading and on which the applicable Fund calculates its net asset value pursuant to the rules of the SEC (a “Business Day”) by the Company as such limited agent of such Fund prior to the time that such Fund ordinarily calculates its net asset value as described from time to time in such Fund’s statutory prospectus, as such term is defined in Rule 498 under the 1933 Act (which as of the date of execution of this Agreement is 4:00 p.m. Eastern Time) shall constitute receipt and acceptance by such Fund on that same Business Day, provided that such Fund or its designated agent receives notice of such request by 9:00 a.m. Eastern Time on the next following Business Day.

(b) The Company shall pay for shares of each Designated Portfolio on the same day that it notifies the applicable Fund of a purchase request for such shares. Payment for Designated Portfolio shares shall be made in federal funds transmitted to the applicable Fund by wire to be received by such Fund by 4:00 p.m. Eastern Time on the Business Day such Fund is notified of the purchase request for Designated Portfolio shares. If federal funds are not received on time, such funds will be invested, and Designated Portfolio shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the applicable Fund’s request, reimburse such Fund for any charges, costs, fees, interest or other expenses incurred by such Fund in connection with any advances to, or borrowing or overdrafts by, such Fund, or any similar expenses incurred by such Fund, as a result of portfolio transactions effected by such Fund based upon such purchase request. Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the applicable Fund.

(c) Payment for Designated Portfolio shares redeemed by the Account or the Company shall be made in federal funds transmitted by wire to the Company or any other designated person on the next Business Day after the applicable Fund is properly notified of the redemption order of such shares except that each Fund reserves the right to redeem Designated Portfolio shares in assets other than cash and to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act and any Rules thereunder, and in accordance with the procedures and policies of such Fund as described in the then current statutory prospectus and/or statement of additional information (“SAI”). The applicable Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company; the Company alone shall be responsible for such action.

(d) Any purchase or redemption request for Designated Portfolio shares held or to be held in the Company’s general account shall be effected at the net asset value per share next determined after the applicable Fund’s receipt of such request, provided that, in the case of a

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purchase request, payment for Fund shares so requested is received by such Fund in federal funds prior to close of business for determination of such value, as defined from time to time in such Fund’s statutory prospectus.

(e) The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company’s assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a “Legally Required Redemption”), (iii) upon 45 days prior written notice to the applicable Fund and the Underwriter, as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act, but only if a substitution of other securities for the shares of the Designated Portfolios is consistent with the terms of the Contracts, or (iv) as permitted under the terms of the Contracts. Upon request, the Company will promptly furnish to the applicable Fund reasonable assurance that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract owners from allocating payments to a Designated Portfolio that was otherwise available under the Contracts without first giving the applicable Fund 45 days notice of its intention to do so.

1.4. The applicable Fund shall use its best efforts to make the net asset value per share for each Designated Portfolio of such Fund available to the Company by 7:00 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Designated Portfolio is calculated, and shall calculate such net asset value in accordance with such Fund’s statutory prospectus. Neither the Funds, any Designated Portfolio, the Underwriter, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company or any other Participating Insurance Company to a Fund or the Underwriter.

1.5. The applicable Fund shall furnish notice to the Company as soon as reasonably practicable of any income dividends or capital gain distributions payable on any Designated Portfolio shares. The Company, on its behalf and on behalf of the Account, hereby elects to receive all such dividends and distributions as are payable on any Designated Portfolio shares in the form of additional shares of that Designated Portfolio. The Company reserves the right, on its behalf and on behalf of the Account, to revoke this election and to receive all such dividends and capital gain distributions in cash. The applicable Fund shall notify the Company promptly of the number of Designated Portfolio shares so issued as payment of such dividends and distributions.

1.6. Issuance and transfer of Fund shares shall be by book entry only. Share certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares shall be recorded in an appropriate ledger for the Account or the appropriate subaccount of the Account.

1.7. (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; Fund shares may be sold to other insurance companies (subject to Section 2.2(ii) hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to Article IX, the

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Company shall promote the Designated Portfolios on the same basis as other funding vehicles available under the Contracts.

(b) The Company shall not, without prior notice to the Funds (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act.

(c) The Company shall not, without prior notice to the applicable Fund (unless otherwise required by applicable law), induce or encourage Contract owners to change or modify such Fund or remove or otherwise change such Fund’s distributor or investment adviser.

(d) The Company shall not, without prior notice to the applicable Fund, induce or encourage Contract owners to vote on any matter submitted for consideration by the shareholders of such Fund in a manner other than as recommended by the Board of such Fund.

1.8. The Company acknowledges that, pursuant to Form 24F-2, neither Fund is required to pay fees to the SEC for registration of its shares under the 1933 Act with respect to Fund shares issued to an Account that is a unit investment trust that offers interests that are registered under the 1933 Act and on which a registration fee has been or will be paid to the SEC (a “Registered Account”). The Company agrees to provide the applicable Fund or its agent each year within 60 days of the end of such Fund’s fiscal year, or when reasonably requested by such Fund, information as to the number of shares purchased by a Registered Account and any other Account the interests of which are not registered under the 1933 Act. The Company acknowledges that the Funds intend to rely on the information so provided.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

2.1. Each Fund represents and warrants that (i) such Fund is lawfully organized and validly existing under the laws of the State of Delaware, (ii) such Fund is and shall remain registered under the 1940 Act, (iii) Designated Portfolio shares of such Fund sold pursuant to this Agreement are registered under the 1933 Act (to the extent required thereunder) and are duly authorized for issuance, (iv) such Fund shall amend the registration statement for the shares of the Designated Portfolios of such Fund under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of such shares, and (v) such Fund’s Board has elected for each Designated Portfolio of such Fund to be taxed as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Neither Fund makes any representations or warranties as to whether any aspect of the Designated Portfolios’ operations, including, but not limited to, investment policies, fees and expenses, complies with the insurance laws and other applicable laws of the various states. The Company agrees to promptly notify the applicable Fund of any investment restrictions imposed by state insurance law applicable to such Fund or a Designated Portfolio. Neither Fund shall be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Fund shares or a Fund by such Fund may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of such Fund

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and shall advise such Fund at such time and in such manner as is necessary to permit such Fund to comply.

2.2. The Underwriter represents and warrants that shares of the Designated Portfolios (i) shall be offered and sold in compliance in all material respects with applicable federal securities laws, (ii) are offered and sold only to Participating Insurance Companies and their separate accounts and to persons or plans that communicate to the applicable Fund that they qualify to purchase shares of such Fund’s Designated Portfolios under Section 817(h) of the Code and the regulations thereunder without impairing the ability of the Account to consider the portfolio investments of the Designated Portfolios as constituting investments of the Account for the purpose of satisfying the diversification requirements of Section 817(h) (“Qualified Persons”), and (iii) are registered and qualified for sale in accordance with the laws of the various states to the extent required by applicable law.

2.3. Subject to Company’s representations and warranties in Sections 2.5 and 2.6, each Fund represents and warrants that it will invest the assets of each of its Designated Portfolios in such a manner as to ensure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Fund represents and warrants that each of its Designated Portfolios has complied and will continue to comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. Each Fund will make every reasonable effort (a) to notify the Company immediately upon having a reasonable basis for believing that a breach of this Section 2.3 has occurred with respect to such Fund, and (b) in the event of such a breach, to adequately diversify the Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5.

2.4. Each Fund represents and warrants that each of its Designated Portfolios is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, that such Fund will make every reasonable effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that such Fund will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio of such Fund has ceased to so qualify or that it might not so qualify in the future.

2.5. The Company represents and warrants that the Contracts (a) are, or prior to issuance will be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company also represents and warrants that it is an insurance company duly organized and in good standing under applicable law, that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under applicable state insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act. The Company further represents and warrants that (i) the Contracts will be issued and sold in compliance in all material respects with all applicable federal

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securities and state securities and insurance laws, (ii) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements; (iii) the information provided pursuant to Section 1.8 shall be accurate in all material respects; and (iv) it and the Account are Qualified Persons. The Company shall register and qualify the Contracts or interests therein as securities in accordance with the laws of the various states only if and to the extent required by applicable law. The Company represents and warrants that it shall comply with the requirements of Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder in connection with the delivery of the Funds’ summary prospectuses, as defined in Rule 498 under the 1933 Act, and any other duties assumed by the Company in this Agreement. The Company represents and warrants that it has reasonable policies and procedures in place to ensure that it can appropriately meet its obligations under this Agreement.

2.6. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts, under applicable provisions of the Code, and that it will make every reasonable effort to maintain such treatment, and that it will notify the Funds and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that the Account is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. Company will use every reasonable effort to continue to meet such definitional requirements, and it will notify the Funds and the Underwriter immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

2.7. The Underwriter represents and warrants that it is a member in good standing of the FINRA and is registered as a broker-dealer with the SEC.

2.8. Each Fund and the Underwriter represents and warrants, individually and not on each other’s behalf, that each of its respective trustees/directors, officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of such Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of such Fund in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

2.9. The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of each applicable Fund and to pay to such Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to such Fund pursuant to the terms of this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing

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these provisions is always in effect, and agrees to notify the Funds and the Underwriter in the event that such coverage no longer applies.

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

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

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

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

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the applicable Sanctions. The Company will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions.

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

2.12. The Company represents and warrants that (a) the Company has, and will maintain, policies and procedures reasonably designed to monitor and prevent market timing or excessive trading activity by its customers and (b) the Company will provide each Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of such Fund’s Designated Portfolios with the requirements of Rule 22c-1 under the 1940 Act, regulatory interpretations thereof, and such Fund’s market timing and excessive trading policies upon reasonable request. Additionally, the Company shall comply with provisions of the Prospectus (the term “Prospectus” to include the summary prospectuses and statutory prospectuses of the Portfolios of the Funds as defined in Rule 498 under the 1933 Act) and SAI of the applicable Fund, and with applicable federal and state securities laws. Among other things, and without limitation of the foregoing, the Company shall be responsible for reasonably assuring that: (a) only orders to purchase, redeem or exchange Portfolio shares received by the Company or any Indirect Intermediary (as defined below) prior to the Valuation Time (as defined below) shall be submitted directly or indirectly by the Company to the applicable Fund or its transfer agent or other applicable agent for receipt of a price based on the net asset value per share calculated for that day in accordance with Rule 22c-1 under the 1940 Act (Orders to purchase, redeem or exchange Portfolio shares received by the Company subsequent to the Valuation Time on any given day shall receive a price based on the next determined net asset value per share in accordance with Rule 22c-1 under the 1940 Act.); and (b) the Company shall cause to be imposed and/or waived applicable redemption fees, if any, only in accordance with the Portfolio’s then current Prospectus or SAI and/or as instructed by the Underwriter. The Company further agrees to make reasonable efforts to assist the applicable Fund and its service providers (including but not limited to the Underwriter) to detect, prevent and report market timing or excessive short-term trading of Portfolio shares. To the extent the Company has actual knowledge of violations of either Fund’s policies (as set forth in the then current Prospectus or SAI) regarding (i) the timing of purchase, redemption or exchange orders and pricing of Portfolio shares, (ii) market timing or excessive short-term trading, or (iii) the

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imposition of redemption fees, if any, the Company agrees to report such known violations to the Underwriter. For purposes of this provision, the term “Valuation Time” refers to the time as of which the shares of a Portfolio are valued on each business day, currently the close of regular trading on the New York Stock Exchange (normally, 4:00 p.m., Eastern Time) on each day that the New York Stock Exchange is open for business.

2.13. The Company agrees to provide promptly to the Underwriter, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”) and the Contract number or participant account number, if known, of any or all Contractholder(s) (as defined below) of the Account, the name or other identifier of any investment professional(s) associated with the Contractholder(s) or account (if known), and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through an account maintained by the Company during the period covered by the request. Unless otherwise specifically requested by the Underwriter, the Company shall only be required to provide information relating to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions (each, as defined below).

(a) Period Covered by Request. Requests must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought. The Underwriter may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the applicable Fund or the Underwriter for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio (as defined below). If requested by the Underwriter, the Company will provide the information specified in this Section 2.13 for each trading day.

(b) Form and Timing of Response. The Company agrees to provide, promptly upon request of the Underwriter, the requested information specified in this Section 2.13. The Company agrees to use its best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in this Section 2.13 is itself a “financial intermediary,” as that term is defined in Rule 22c-2 under the 1940 Act (an “Indirect Intermediary”) and, upon request of the Underwriter, promptly either (i) provide (or arrange to have provided) the information set forth in this Section 2.13 for those Contractholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing shares in nominee name on behalf of other persons. The Company additionally agrees to inform the Underwriter whether it plans to perform (i) or (ii) above. Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any Contractholder and transaction information provided to the Underwriter should be consistent with the NSCC Standardized Data Reporting Format.

(c) Limitations on Use of Information. The Underwriter agrees not to use the information received under this Section 2.13 for marketing or any other similar purpose without the prior written consent of the Company; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Underwriter, a Fund or their affiliates at the time the information is received pursuant to this Section 2.13 or

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information which comes into the possession of the Underwriter, a Fund or their affiliates from a third party.

(d) Agreement to Restrict Trading. The Company agrees to execute written instructions from the Underwriter to restrict or prohibit further purchases or exchanges of Portfolio shares by a Contractholder that has been identified by the Underwriter as having engaged in transactions in Portfolio shares (directly or indirectly through the Company’s Account) that violate policies established or utilized by the applicable Fund or the Underwriter for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. Unless otherwise directed by the Underwriter, any such restrictions or prohibitions shall only apply to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions that are effected directly or indirectly through the Company.

(e) Form of Instructions. Instructions must include the TIN, ITIN or GII and the specific individual Contract number or participant account number associated with the Contractholder, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, GII or the specific individual Contract number or participant account number associated with the Contractholder is not known, the instructions must include an equivalent identifying number of the Contractholder(s) or account(s) or other agreed upon information to which the instruction relates.

(f) Timing of Response. The Company agrees to execute instructions from the Underwriter as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Company.

(g) Confirmation by the Company. The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

(h) Definitions. For purposes of this Section 2.13, the following terms shall have the following meanings, unless a different meaning is clearly required by the context:

(i) The term “Contractholder” means the holder of interests in a Contract or a participant in an employee benefit plan with a beneficial interest in a Contract.

(ii) The term “Contractholder-Initiated Transfer Purchase” means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract to a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as a transfer of assets within a Contract to a Portfolio as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as a result of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as a result of an allocation of assets to a Portfolio through a Contract as a result of payments such as loan repayments, scheduled

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contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required “free look” period.

(iii) The term “Contractholder-Initiated Transfer Redemption” means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract out of a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Portfolio as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.

(iv) The term “Portfolios” shall mean the constituent series of the Funds, but for purposes of this Section 2.13 shall not include Portfolios excepted from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of Rule 22c-2.

(v) The term “promptly” shall mean as soon as practicable but in no event later than five (5) business days from the Company’s receipt of the request for information from the Underwriter.

(vi) The term “written” includes electronic writings and facsimile transmissions.

(vii) In addition, for purposes of this Section 2.13, the term “purchase” does not include the automatic reinvestment of dividends or distributions.

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

ARTICLE III.

PROSPECTUSES AND PROXY STATEMENTS; VOTING

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3.1. Subject to Section 6.1 and the applicable Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many copies of such Fund’s current Prospectuses as the Company may reasonably request. The Company shall bear the expense of printing copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the applicable Fund’s Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the applicable Fund shall provide such documentation (including a final copy of the summary and/or statutory prospectus in electronic format at such Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for such Fund is amended) to have the prospectus for the Contracts and such Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act (such printing to be at the Company’s expense). The Company shall deliver any summary prospectuses to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Company shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.

3.2. The Underwriter (or the applicable Fund), at its expense, shall provide a reasonable number of copies of the current SAI for such Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI.

3.3. The applicable Fund shall provide the Company with information regarding such Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the applicable Fund.

3.4. The applicable Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners.

3.5. The Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote Fund shares in accordance with instructions received from Contract owners; and

(iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received,

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so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

3.6. The Company shall be responsible for assuring that each Account participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the applicable Fund may adopt and provide in writing.

ARTICLE IV.

SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the applicable Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which such Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the applicable Fund or its designee, and such Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The applicable Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which such Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if such Fund or its designee so object.

4.2. The Company shall not give any information or make any representations or statements on behalf of either Fund or concerning a Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus or SAI for the applicable Fund shares, as such registration statement and Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the applicable Fund, or in sales literature or other promotional material approved by the applicable Fund or its designee or by the Underwriter, except with the permission of the applicable Fund or the Underwriter or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The applicable Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws.

4.3. The applicable Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.

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4.4. The applicable Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.

4.5. The applicable Fund will provide to the Company at least one complete copy of all registration statements, summary and/or statutory prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to such Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.

4.6. The Company will provide to the applicable Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the applicable Fund and the Underwriter any complaints received from the Contract owners pertaining to such Fund or its Designated Portfolios.

4.7. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to a Fund or any affiliate of a Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to a Fund.

ARTICLE V.

FEES AND EXPENSES

5.1. Except as otherwise provided herein, no party to this Agreement shall pay any fee or other compensation to any other party to this Agreement. Except as otherwise provided herein, all expenses incident to performance by a party under this Agreement shall be paid by such party.

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5.2. All expenses incident to performance by the applicable Fund under this Agreement shall be paid by such Fund. The applicable Fund shall see to it that all its Designated Portfolio shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by such Fund, in accordance with applicable state laws prior to their sale. The applicable Fund shall bear the expenses for the cost of registration and qualification of such Fund’s Designated Portfolio shares, preparation and filing of such Fund’s Prospectuses and registration statement, proxy materials and reports, setting the Prospectuses in type, setting in type and printing the proxy materials and reports to shareholders, the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of such Fund’s shares.

5.3. The Company shall bear the expenses of distributing Fund Prospectuses to owners of Contracts issued by the Company and of distributing Fund proxy materials and reports to such Contract owners.

ARTICLE VI.

POTENTIAL CONFLICTS

6.1. The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Funding Exemptive Order that may be imposed on the Company, the Funds and/or the Underwriter by virtue of such order by the SEC: (i) shall apply only upon the sale of shares of the Designated Portfolios to variable life insurance separate accounts (and then only to the extent required under the 1940 Act); (ii) shall apply and be incorporated herein by reference only if any of the Company, any Participating Insurance Company, a Fund or the Adviser relies on the exemptions from Sections 9(a), 13(a), 15(a) or 15(b) of the 1940 Act granted by the Mixed and Shared Funding Exemptive Order; (iii) will be incorporated herein by reference; and (iv) such parties agree to comply with such conditions and undertakings to the extent applicable to each such party notwithstanding any provision of this Agreement to the contrary. A copy of the Mixed and Shared Funding Exemptive Order is attached hereto as Schedule B.

6.2. Without limitation of the foregoing, and pursuant to the conditions set forth in Section 6.1:

(a) Each Board monitors its respective Fund for the existence of any material irreconcilable conflict among the interests of the Contract owners of all Accounts investing in a Fund. A material irreconcilable conflict may arise for a variety of reasons, including: (i) an action by any state insurance regulatory authority; (ii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (iii) an administrative or judicial decision in any relevant proceeding; (iv) the manner in which the investments of any Portfolio are being managed; (v) a difference in voting instructions given by variable annuity Contract owners and variable life insurance Contract owners; or (vi) a decision by an insurer to disregard the voting instructions of Contract owners.

(b) The Company will report to Pacific Investment Management Company LLC (“PIMCO”) (on behalf of the Board(s)) any potential or existing material irreconcilable

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conflicts of which it becomes aware. The Company will assist the Board(s) in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board(s) with all information reasonably necessary for the Board(s) to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform PIMCO (on behalf of the Board(s)) whenever Contract owner voting instructions are disregarded. The responsibility to report such information and conflicts and to assist the Board(s) in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order will be carried out with a view only to the interests of the Contract owners.

(c) If it is determined by a majority of a Board, or a majority of such Board’s disinterested members, that a material irreconcilable conflict exists, the Company shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (i) withdrawing the assets allocable to some or all of the Accounts from the relevant Fund or Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of a Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity Contract owners, life insurance Contract owners, or variable Contract owners of the Company) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (ii) establishing a new managed separate account.

(d) If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the relevant Portfolio’s election, to withdraw the Account’s investment in the Portfolio and no charge or penalty will be imposed as a result of such withdrawal. It is the Company’s responsibility to take remedial action in the event of a Board determination of a material irreconcilable conflict and to bear the cost of such remedial action. Such responsibilities shall be carried out with a view only to the interests of the Contract owners.

(e) For purposes of Sections 6.2(c)-(e) of this Agreement, a majority of the disinterested members of the relevant Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will a Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 6.2(c) to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict.

(f) The Funds hereby notify, and the Company acknowledges, that prospectus disclosure regarding potential risks of mixed and shared funding may be appropriate.

(g) The Company will submit to PIMCO (on behalf of the applicable Board) no less than annually, or more frequently at a Board’s request, such reports, materials or data as each Board may reasonably request so that the Board(s) may carry out fully the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order.

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6.3. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the parties to this Agreement shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5 and 3.6 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VII.

INDEMNIFICATION

7.1. Indemnification By the Company

(a) The Company agrees to indemnify and hold harmless the Funds and the Underwriter and each of their trustees/directors and officers, and each person, if any, who controls a Fund or the Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with a Fund or the Underwriter (collectively, the “Indemnified Parties” for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of a Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature of a Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or

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(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of a Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to a Fund by or on behalf of the Company; or

(iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company;

as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations or duties under this Agreement.

(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

(d) The terms of this Article VII shall survive termination of this Agreement.

ARTICLE VIII.

APPLICABLE LAW

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8.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of California.

8.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, any Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then Article VI shall no longer apply.

8.3. If a dispute arises between parties hereto that are members of FINRA, and such parties are unable to resolve the dispute between themselves, it shall be settled by arbitration to the extent required by and in accordance with the then existing FINRA Code of Arbitration Procedure.

ARTICLE IX.

TERMINATION

9.1. This Agreement shall continue in full force and effect with respect to the Company, the Underwriter, and each applicable Fund individually, until the first to occur of:

(a) termination by any party, for any reason with respect to some or all Designated Portfolios, by three (3) months advance written notice delivered to the other parties; or

(b) termination by the Company by written notice to the applicable Fund and the Underwriter based upon the Company’s determination that shares of such Fund are not reasonably available to meet the requirements of the Contracts; or

(c) termination by the Company by written notice to the applicable Fund and the Underwriter in the event any of such Fund’s Designated Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or

(d) termination by a Fund or Underwriter in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the insurance commissioner or like official of any state (“Insurance Commissioner”) or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of Fund shares; provided, however, that a Fund or Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or

(e) termination by the Company by written notice to the applicable Fund and the Underwriter in the event that formal administrative proceedings are instituted against a Fund or Underwriter by FINRA, the SEC, or any state securities or insurance department or any other

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regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of such Fund or the Underwriter to perform its obligations under this Agreement; or

(f) termination by the Company by written notice to the applicable Fund and the Underwriter with respect to any Designated Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Section 2.4 hereof, or if the Company reasonably believes that such Portfolio may fail to so qualify or comply; or

(g) termination by a Fund or Underwriter by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Section 2.6 hereof; or

(h) termination by a Fund or the Underwriter by written notice to the Company, if a Fund or the Underwriter, shall determine, in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or

(i) termination by the Company by written notice to the applicable Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that such Fund, the Adviser, or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or

(j) termination by the Company upon any substitution of the shares of another investment company or series thereof for shares of a Designated Portfolio of a Fund in accordance with the terms of the Contracts, provided that the Company has given at least 45 days prior written notice to the applicable Fund and Underwriter of the date of substitution; or

(k) termination by a Fund if such Fund’s Board has decided to (i) refuse to sell shares of such Fund’s Designated Portfolio to the Company and/or its Account; (ii) suspend or terminate the offering of shares of such Fund’s Designated Portfolio; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of such Fund or any of such Fund’s Designated Portfolios, subject to the provisions of Section 1.1; or

(l) termination by any party with respect to a Fund in the event that such Fund’s Board of Trustees determines that a material irreconcilable conflict exists as provided in Article VI; or

(m) the Company violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 2.11.

Termination of this Agreement with respect to one Fund individually shall not result in termination with respect to the other Fund.

9.2. (a) Notwithstanding any termination of this Agreement, and except as provided in Section 9.2(b), the applicable Fund and the Underwriter shall, at the option of the Company, continue, until the one year anniversary from the date of termination, and from year to year

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thereafter if deemed appropriate by such Fund and the Underwriter, to make available additional shares of the Designated Portfolios pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, based on instructions from the owners of the Existing Contracts, the Account shall be permitted to reallocate investments in the Designated Portfolios of a Fund and redeem investments in the Designated Portfolios, and shall be permitted to invest in the Designated Portfolios in the event that owners of the Existing Contracts make additional premium payments under the Existing Contracts.

The Company agrees, promptly after any termination of this Agreement, to take all steps necessary to redeem the investment of the Account in the Designated Portfolios subject to such termination within one year from the date of termination of the Agreement as provided in Article IX. Such steps shall include, but not be limited to, obtaining an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for the shares of such Designated Portfolios. A Fund may, in its discretion, permit the Account to continue to invest in such Fund’s Designated Portfolios beyond such one year anniversary for an additional year beginning on the first annual anniversary of the date of termination, and from year to year thereafter; provided that such Fund agrees in writing to permit the Account to continue to invest in such Designated Portfolios at the beginning of any such year.

(b) In the event (i) the Agreement is terminated pursuant to Sections 9.1(g) or 9.1(l), at the option of a Fund or the Underwriter; or (ii) the one year anniversary of the termination of the Agreement is reached or, after waiver as provided in Section 9.2(a), such subsequent anniversary is reached (each of (i) and (ii) referred to as a “triggering event” and the date of termination as provided in (i) or the date of such anniversary as provided in (ii) referred to as the “request date”), the parties agree that such triggering event shall be considered as a request for immediate redemption of shares of the Designated Portfolios subject to such termination held by the Account, received by the applicable Fund and its agents as of the request date, and the applicable Fund agrees to process such redemption request in accordance with the 1940 Act and the regulations thereunder and such Fund’s registration statement.

(c) The parties agree that this Section 9.2 shall not apply to any terminations under Article VI and the effect of such Article VI terminations shall be governed by Article VI of this Agreement. The parties further agree that, to the extent that all or a portion of the assets of the Account continue to be invested in a Fund or any Designated Portfolio of a Fund, Articles I, II, VI, VII and VIII will remain in effect after termination.

ARTICLE X.

NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

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

				With a copy to:

				Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, CA 92660 Attention: Legal Department

		If to PIMCO Equity Series VIT:		PIMCO Equity Series VIT 650 Newport Center Drive Newport Beach, CA 92660 Attention: Legal Department With a copy to: Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, CA 92660 Attention: Legal Department

		If to the Company:		[insert Insurance Company address]

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

ARTICLE XI.

MISCELLANEOUS

11.1. All persons dealing with a Fund must look solely to the property of such Fund, and in the case of a series company, the respective applicable Designated Portfolios listed on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Underwriter for the enforcement of any claims against such Fund. The parties agree that neither the Board, officers, agents or shareholders of a Fund assume any personal liability or responsibility for obligations entered into by or on behalf of such Fund.

11.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except

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as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information has come into the public domain.

11.3. The Company agrees to promptly notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

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

11.5. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

11.6. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

11.7. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the applicable Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable insurance contract operations of the Company are being conducted in a manner consistent with the applicable variable insurance contract laws and regulations and any other applicable law or regulations.

11.8. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

11.9. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.

11.10. The Company shall furnish, or shall cause to be furnished, to the applicable Fund(s) or its designee copies of the following reports:

(a) the Company’s annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles) filed with any state or federal regulatory body or otherwise made available to the public, as soon as practicable and in any event within 90 days after the end of each fiscal year; and

(b) any registration statement (without exhibits) and financial reports of the Company filed with the SEC or any state insurance regulatory, as soon as practicable after the filing thereof.

- 24 -

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

- 25 -

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below.


		[INSERT COMPANY NAME]

		By:

		Name:

		Title:

		Date:

		PIMCO VARIABLE INSURANCE TRUST

		By:

		Name:

		Title:

		Date:

		PIMCO EQUITY SERIES VIT

		By:

		Name:

		Title:

		Date:

		PIMCO INVESTMENTS LLC

		By:

		Name:

		Title:

		Date:

- 26 -

Schedule A

The term “Designated Portfolios” will include any series of the PIMCO Variable Insurance Trust or the PIMCO Equity Series VIT that offers Administrative, Institutional, Advisor and/or M Class Shares and that is operating as of the date of this Agreement or that thereafter commences operations, other than any such series that ceases operations.


Segregated Asset Accounts		Date Established

- 27 -

Schedule B

Mixed and Shared Funding Exemptive Order (Investment Company Act Rel. Nos. 22994 (Jan. 7, 1998) (Notice) and 23022 (Feb. 9, 1998) (Order))

- 28 -

PIMCO INVESTMENTS LLC

1633 Broadway, 45^th Floor

New York, NY 10019

SELLING AGREEMENT

FOR ADVISOR CLASS SHARES OF

PIMCO VARIABLE INSURANCE TRUST AND

PIMCO EQUITY SERIES VIT

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

forward shareholder communications to beneficial owners of Shares;

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

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

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

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

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

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

pay the expenses of obtaining information and providing explanations to variable annuity and variable life contract owners and wholesale and retail distributors of such contracts regarding Fund investment objectives and policies and other information about the Funds, including the performance of the Funds;

pay the expenses of training sales personnel regarding the Shares;

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

recordkeeping services;

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

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

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

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

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

8. In addition, You will furnish to a Trust or its designees such information as such Trust or its designees may reasonably request (including, without limitation, periodic certifications confirming the rendering of services as described herein), and will otherwise cooperate with us, the Trusts and their designees (including, without limitation, any auditors designated by a Trust), in the preparation of reports to a Trust’s Trustees concerning this Agreement and the monies paid, reimbursed, payable, or reimbursable

pursuant hereto, the Services provided hereunder and related expenses, and any other reports or filings that may be required by law.

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

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

11. If You act as nominee and hold a Trust’s Shares in nominee name, You will (i) provide, promptly upon request by such Trust or its agents, the Taxpayer Identification Number of all investors that purchased, redeemed, transferred, or exchanged Shares held through an account with You, and the amount and dates of such shareholder purchases, redemptions, transfers, and exchanges; (ii) execute any instructions from such Trust or its agents to restrict or prohibit further purchases or exchanges of Fund Shares by investors who have been identified by such Trust or its agents as having engaged, directly or indirectly, in transactions that violate policies established as to a Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Trust; and (iii) either assess any

applicable redemption fees adopted as to a Fund, or communicate to such Trust or its agents all information necessary for such Trust or its agents to assess such redemption fees directly against payment of redemption proceeds.

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

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

(b) You represent and warrant that You have policies, procedures and internal controls in place which are reasonably designed so that neither You, nor any of Your subsidiaries, nor any officer, director, or employee of You or Your subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions. Further, You will continue to undertake appropriate due diligence to ensure that neither You nor any Person is subject to Sanctions. You further represent that the foregoing policy prohibits You and Your officers, directors, employees and other representatives from soliciting or focusing Your

marketing effort directly or indirectly to any Person who is subject to Sanctions. You acknowledge Your ongoing and continuing obligations to comply with the applicable Sanctions. You will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions.

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

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

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

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

17. You will indemnify us and hold us harmless from any claims or assertions relating to the lawfulness of our participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons or entities affiliated with you or other subcontractors performed in connection with the discharge of Your responsibilities under this Agreement. If any such claims are asserted, we shall have the

right to manage our own defense, including the selection and engagement of legal counsel of our choosing, and You shall bear all costs of such defense.

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

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

20. This Agreement will automatically terminate with respect to the applicable Fund(s) in the event of its assignment (as such term is defined in the 1940 Act), upon termination of the applicable Plan(s) or upon You violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 13. This Agreement may be terminated with respect to a Fund by the applicable Trust, by us or by You, without penalty, upon sixty days’ prior written notice to the other parties and (unless terminated by the Trust) to the applicable Trust. This Agreement may also be terminated with respect to a Fund at any time without penalty by the vote of a majority of (i) the members of the board of trustees of such Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan or (ii) the outstanding Shares of a Fund, in each case on not more than sixty days’ written notice to the other parties to this Agreement. Termination of this Agreement with respect to one Fund shall not result in termination with respect to the other Fund.

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

22. All notices and other communications to any party or a Trust will be duly given if mailed, telegraphed or telecopied to the appropriate address set forth below, or at

such other address as any party or the applicable Trust may provide in writing to the other parties and the Trust.


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

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

If to the Company:		[ ]

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

23. This Agreement supersedes any other agreement between us and You relating to the services described herein in connection with a Fund’s Shares and relating to any other matters discussed herein. All covenants, agreements, representations, and warranties made herein shall be deemed to have been material and relied on by each party and the Trusts, notwithstanding any investigation made by any party or on behalf of any party, and shall survive the execution and delivery of this Agreement. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts which together shall constitute one instrument and shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of New York and shall bind and inure to the benefit of the parties hereto and the Trusts and their respective successors. If a dispute arises between parties hereto that are members of FINRA, and such parties are unable to resolve the dispute between themselves, it shall be settled by arbitration to the extent required by and in accordance with the then existing FINRA Code of Arbitration Procedure.

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


PIMCO INVESTMENTS LLC

By:
		Title:

The foregoing Agreement is hereby accepted:



(Insurance Company Name)

By:
Title:

Date:

SCHEDULE A

TO THE SELLING AGREEMENT

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

AMENDMENT

Amended and Restated Transfer Agency and Service Agreement

Between

DST Asset Manager Solutions, Inc.

and

Pacific Investment Management Company LLC

This amendment dated December 20, 2019 (the “Amendment”) is made by the parties to the Amended and Restated Transfer Agency and Service Agreement entered into on May 14, 2015, as amended, (the “Agreement”) between Pacific Investment Management Company LLC (the “Administrator”) on behalf of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Managed Accounts Trust (the “Trusts”) and DST Asset Manager Solutions, Inc. (formerly known as Boston Financial Data Services, Inc.) (the “Transfer Agent”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Agreement.

WHEREAS, pursuant to the Agreement, the Administrator has appointed the Transfer Agent as transfer agent, dividend disbursing agent and agent in connection with certain other activities, as set forth in the Agreement for the Trusts and their respective Portfolios; and

WHEREAS, in accordance with Section 16.1 of the Agreement, the Administrator and the Transfer Agent desire to amend certain provisions of the Agreement to reflect additional services to be performed by the Transfer Agent for the Trusts.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the sufficiency of which is hereby acknowledged, the Administrator and the Transfer Agent hereby agree to amend the Agreement pursuant to the terms thereof, as follows:

1.	Section 1.2 (Additional Services). Section 1.2 of the Agreement is amended as follows:

By adding the following new subsection 1.2(v):

“(v) Senior and Vulnerability (“SVI”) Review Services. The Transfer Agent will perform the SVI Review Services set forth on the attached schedule (“Schedule 1.2(v)” entitled “SVI Review Services”).”

2.	Schedule 1.2(v) (SVI Review Services). The Agreement is hereby amended to add new Schedule 1.2(v) entitled “SVI Review Services,” which is attached to this Amendment and incorporated into the Agreement hereby.

3.	Schedule 3.1. (Fees and Expenses) Schedule 3.1 to the Agreement is hereby amended to add the additional fees set forth on Appendix 1 to this Amendment.

4.	Effectiveness. Upon its execution, this Amendment shall be effective as of December 16, 2019.

5.	Recitals Incorporated; Definitions. The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

6.	Schedules Incorporated. All schedules referenced in this Amendment are incorporated herein and into the Agreement hereby.

7.	Continuing Provisions of the Agreement. Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.

8.	Counterpart Signatures. This Amendment may be executed in any number of counterpart signatures with the same effect as if the parties had all signed the same document. All counterpart signatures shall be construed together and shall constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, 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 1.2(v)

SVI REVIEW SERVICES

Transfer Agent Responsibilities.

1.	Reports. The Transfer Agent will produce the following systematic daily reports:

Financial Activity on a Dormant Account. Identifies accounts where the shareholder is aged 65 or older, has two or more redemptions within 90 calendar days, and had no financial activity for the previous 360 calendar days (other than dividends, capital gains and required minimum distributions (RMDs)).

On-Line Redemption. Identifies accounts where the shareholder is aged 65 or older and has a redemption greater than or equal to $1,500 where the transaction originated through FANWeb or Audio Response.

Maintenance Followed by Rapid Depletion of Account. Identifies accounts where the shareholder is aged 65 or older, and there have been two or more redemptions, and a power of attorney (“POA”) or new authorized signer was added to the account within the past 60 days.

Shareholder Adding Joint Owner, POA or Conservator to Account. Identifies accounts that had a maintenance or transfer from a single account to an account with a Joint Owner, POA or Conservator.

Elder Exploitation / Vulnerable Adult Heightened Monitoring. Identifies financial (redemptions) and non-financial activity on an account on the Elder Exploitation / Vulnerable Adult Heightened Monitoring list. The Elder Exploitation / Vulnerable Adult Heightened Monitoring list shall refer to activity on those accounts that have been identified by Transfer Agent or the Administrator as requiring heightened surveillance under one of the categories described in Paragraph a. through Paragraph d. of this Section 1.

Reviews. The Transfer Agent will perform daily monitoring of the reports and an analysis of transactions for unusual activity based on the written guidelines for suspicious activity maintained by the Transfer Agent that have been made available to the Administrator. Following its review, the Transfer Agent will take the following actions:

If no suspicious activity is observed in its review, the Transfer Agent will add comments in AWD with respect to those reviewed items.

If activity is identified that appears suspicious or questionable, the Transfer Agent will escalate the particular items to the Administrator for review and further instruction.

Once an item is escalated to the Administrator, the Transfer Agent will take such further actions with respect to the account as directed by the Administrator.

If a Suspicious Activity Report (SAR) needs to be made with respect to any activity reviewed, the Transfer Agent will prepare and send the documentation to the Administrator for review and approval prior to filing.

In providing the foregoing SVI Review Services, the Transfer Agent agrees to carry out such services in accordance with the Standard of Care under the Agreement. The Administrator acknowledges that the Transfer Agent is not providing any guarantee or warranty that the SVI Review Services will identify all fraudulent activity in shareholder accounts in the Trusts or Portfolios. The Administrator further acknowledges and agrees that the Transfer Agent shall not be responsible for losses resulting from the fraudulent actions of third parties.

Page 3

Certain information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

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:

/s/ Peter Strelow



Name:		Peter Strelow



Title:		Managing Director


DST ASSET MANAGER SOLUTIONS, INC.

By:

/s/ Rahul Kanwar



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		1336837
Strategy II Onshore Fund LLC)
PIMCO Absolute Return Strategy 3E Offshore Fund Ltd. (f/k/a PIMCO Absolute Return		1324636
Strategy III Offshore Fund Ltd.)
PIMCO Absolute Return Strategy 3E Onshore Fund LLC (f/k/a PIMCO Absolute Return		1438677
Strategy III Onshore Fund LLC)


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 parties over which the Transfer Agent exerts control (and whose performance is a prerequisite for the Transfer Agent’s performance) will not be included in this exception.

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

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

April 30, 2021 Exhibit (i)

PIMCO Variable Insurance Trust

650 Newport Center Drive

Newport Beach, California 92660

Dear Ladies and Gentlemen:

We have acted as counsel for PIMCO Variable Insurance Trust (the “Trust”), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 95 to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) relating to the issuance and sale by the Trust of an indefinite number of authorized shares of beneficial interest under the Securities Act of 1933, as amended (the “1933 Act”), and under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the Trust’s Amended and Restated Trust Instrument and its Amended and Restated By-Laws, each as amended to date.

Based upon the foregoing, we are of the opinion that the shares of beneficial interest of the Trust’s series proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Trust’s Registration Statement to be dated on or about April 30, 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 Variable Insurance Trust of our reports dated February 18, 2021, relating to the financial statements and financial highlights, which appears in PIMCO Total Return Portfolio’s, PIMCO International Bond Portfolio (U.S. Dollar-Hedged)’s, PIMCO Global Bond Opportunities Portfolio (Unhedged)’s, PIMCO High Yield Portfolio’s, PIMCO Short-Term Portfolio’s, PIMCO Low Duration Portfolio’s, PIMCO Long-Term U.S. Government Portfolio’s, PIMCO Real Return Portfolio’s, PIMCO Emerging Markets Bond Portfolio’s, PIMCO Income Portfolio’s, PIMCO CommodityRealReturn^® Strategy Portfolio’s, PIMCO Cayman Commodity Portfolio I, Ltd., PIMCO All Asset Portfolio’s, PIMCO International Bond Portfolio (Unhedged)’s, PIMCO Global Managed Asset Allocation Portfolio’s, PIMCO Cayman Commodity Portfolio II, Ltd., PIMCO Global Core Bond (Hedged) Portfolio’s, PIMCO Dynamic Bond Portfolio’s, PIMCO Balanced Allocation Portfolio’s, and PIMCO Global Diversified Allocation Portfolio’s Annual Report on Form N-CSR for the year ended December 31, 2020. We also consent to the references to us under the headings “Financial Statements”, “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Kansas City, Missouri

April 29, 2021

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.

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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

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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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 Persons shall include Real Estate Investment Transactions.

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

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(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.

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Code of Ethics

PIMCO Funds

PIMCO Variable Insurance Trust

PIMCO ETF Trust

PIMCO Equity Series

PIMCO Equity Series VIT

PIMCO Managed Accounts Trust

PIMCO Sponsored Closed-End Funds

PIMCO Sponsored Interval Funds

Pacific Investment Management Company LLC (“PIMCO”), the investment adviser and administrator or investment manager to PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, the PIMCO Sponsored Closed-End Funds, and the PIMCO Sponsored Interval Funds (each a “Fund”, and collectively the “Funds”), has adopted a Code of Ethics that applies to any officer, director, or employee of PIMCO. The following Code of Ethics (the “Code”) is adopted by each Fund pursuant to Rule 17j-1 of the Investment Company Act of 1940 (the “Act”). This Code is intended to ensure that all acts, practices and courses of business engaged in by access persons (as defined in this Code) of each Fund reflect high standards and comply with the requirements of Section 17(j) of the Act and Rule 17j-1 thereunder. This Code incorporates the PIMCO Code of Ethics (the “PIMCO Code”) with respect to any officer, employee, associated person, or director of PIMCO who may be an “access person” or “advisory person” of each Fund, as defined in the Rule.

This Code is not applicable to any Trustee¹ or officer of a Fund or any other access person who is employed by PIMCO or Allianz Asset Management of America L.P. (“AAM”) as each such person is already covered by the PIMCO Code or the Code of Ethics adopted by AAM (the “AAM Code”).

This Code sets forth general fiduciary standards and standards of business conduct that govern the personal investment activities of access persons in accordance with Rule 17j-1. Certain personal trading restrictions and reporting obligations under the Code may not be applicable under circumstances in which an access person does not obtain access to particular types of information (as defined in the Code). Access persons should contact the Chief Compliance Officer (the “CCO”) of the relevant Fund with any questions regarding the applicability of the Code’s provisions.

I.	Definitions

(A) “Access person” means any director, trustee, officer, general partner, or advisory person (as defined in this Code) of a Fund or PIMCO. However, the term “access person,” as contained herein, shall not include any Trustee or officer of the Fund or any other access person of the Fund who is subject to the Code of Ethics adopted by PIMCO (“PIMCO Personnel”) or the AAM Code. PIMCO has represented to the Trustees of each Fund that the PIMCO Code covers all of the officers of the Fund and any other access persons of the Fund, with the exception of (i) the

¹	References to “Trustees” include Directors, as applicable.

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Trustees who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Act (“Independent Trustees”) and (ii) Trustee(s) who are “interested persons” of the Fund but are covered by the AAM Code (such Trustee(s), together with the Independent Trustees, the “Non-PIMCO Trustees”).

(B) “Advisory person” means (1) any director, trustee, officer, general partner or employee of a Fund or PIMCO (or of any company in a control relationship to the Fund or PIMCO), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a financial instrument (as defined in this Code) by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to the Fund or PIMCO who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a financial instrument.

(C) A financial instrument is “being considered for purchase or sale” when a recommendation to purchase or sell a financial instrument has been made and communicated or, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

(D) A financial instrument is “being purchased or sold” by a Fund from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for the Fund until the time when such program has been fully completed or terminated.

(E) “Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

(F) “Control” has the same meaning as that set forth in Section 2(a)(9) of the Act. Section 2(a)(9) provides that “control” generally means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

(G) A “financial instrument held or to be acquired” by a Fund means: (1) any financial instrument which, within the most recent 15 days: (a) is or has been held by the Fund; or (b) is being or has been considered by the Fund or PIMCO for purchase by the Fund; and (2) any option to purchase or sell, and any financial instrument convertible into or exchangeable for, a financial instrument described in Section I (K) of this Code.

(H) An “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 Section 13 or 15(d) of the Securities Exchange Act of 1934.

(I) “Investment personnel” means: (1) any employee of a Fund or PIMCO (or of any company in a control relationship to the Fund or PIMCO) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or

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sale of financial instruments by the Fund; and (2) any natural person who controls the Fund or PIMCO and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of financial instruments by the Fund.

(J) A “limited offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) or Section 4(a)(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

(K) “Security” has the meaning set forth in Section 2(a)(36) of the Act, except that it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares of registered open-end investment companies (excluding exchange-traded funds other than a series of the Funds), or such other securities as may be excepted under the provisions of Rule 17j-1 (such securities, “excluded securities”). For the avoidance of doubt, exchange-traded funds, whether registered as open-end investment companies or unit investment trusts, are deemed to be securities, provided that series of the Funds shall not be deemed to be securities.

(L) “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.

(M) “Financial instrument” means a security, derivative, commodity or currency as investment.

(N) “Derivative” means (1) 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; 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 PIMCO Compliance.

(O) “Personal securities transactions” shall include transactions in securities, derivatives, currencies for investment purposes and commodities for investment purposes.

II.	Prohibited Purchases and Sales

(A) No access person shall, in connection with the purchase or sale, directly or indirectly, by such person of a financial instrument held or to be acquired by a Fund:

(1) employ any device, scheme or artifice to defraud the Fund;

(2) make to the Fund any untrue statement of a material fact or omit to state to

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the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3) engage in any act, practice or course of business which would operate as a fraud or deceit upon the Fund; or

(4) engage in any manipulative practice with respect to the Fund.

(B) In this connection, it shall be impermissible for any access person to purchase or sell, directly or indirectly, any financial instrument (or any option to purchase or sell such financial instrument) in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or, in the ordinary course of fulfilling his or her official duties as such access person, should have known, at the time of such purchase or sale:

(1) is being considered for purchase or sale by a Fund, or

(2) is being purchased or sold by a Fund.

This prohibition shall apply to a transaction if it occurs within 15 days prior to or after either:

(1) the purchase or sale of such financial instrument by a Fund; or

(2) the consideration of such purchase or sale by a Fund or PIMCO.

(C) With respect to investment personnel not subject to the PIMCO Code or the AAM Code, no such investment personnel may acquire any direct or indirect beneficial ownership in any securities in an initial public offering or in a limited offering unless the CCO of the Fund (or his or her designee), as appropriate, has authorized the transaction in advance. All other investment personnel are subject to the PIMCO Code or AAM Code, which contain substantively equivalent provisions concerning initial public offerings and limited offerings.

(D) With respect to the PIMCO Sponsored Closed-End Funds and PIMCO Sponsored Interval Funds, Non-PIMCO Trustees who serve on the Board of the applicable Fund may not transact in the shares of such Fund unless he or she receives preclearance from the Fund’s CCO, or his or her designee, in writing. In order to receive preclearance:

(1)

A Non-PIMCO Trustee must have submitted a preclearance request in writing on the applicable form attached to this Code as Appendix VI, or in such other form as is deemed acceptable by the CCO or his or her designee; and

(2)

It must be determined that the purchase or sale of the Closed-End Fund or Interval Fund shares complies with this Code, including the other provisions of this Section II.

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It is noted that PIMCO Personnel may be subject to preclearance requirements for shares of PIMCO Sponsored Closed-End Funds and the PIMCO Sponsored Interval Funds, restrictions on transactions in initial public offerings, private placements and hedge funds and trading in closed-end funds during certain periods, as set forth in the PIMCO Code.

(E) The fiduciary principles of this Code and securities and commodities laws prohibit any access person from purchasing or selling, directly or indirectly, any financial instrument based on material, non-public information (“MNPI”) received from any source or communicating this information to others. The insider trading prohibition also applies to MNPI received with respect to any Fund, including information concerning events that may immediately impact the publicly traded share price or net asset value of a Fund. Accordingly, the Independent Trustees are prohibited from purchasing or selling, directly or indirectly, any shares of a Fund based on MNPI. The CCO, PIMCO legal counsel and/or counsel to the Independent Trustees will monitor for situations in which the Independent Trustees receive MNPI relating to a Fund and, if the Independent Trustees receive such MNPI, advise the Independent Trustees as appropriate. The same procedure will be followed with respect to MNPI that may be received by the Independent Trustees with respect to a financial instrument held by a Fund. If an access person believes he or she may have access to material, non-public information or is unsure about whether information is material or non-public, such access person should consult the CCO of the relevant Fund. Please refer to Appendix VII for a brief reference guide regarding MNPI.

(F) Any access person who questions whether a contemplated transaction is prohibited by this Code should discuss the transaction with the CCO of the relevant Fund (or his or her designee), or both, as appropriate, prior to proceeding with the transaction.

III.	Exempted Transactions

The prohibitions of Section II(B), II(C) and, to the extent indicated below, II(D) of this Code shall not apply to the following transactions by access persons:

(1) Purchases or sales of financial instruments over which the access person has no direct or indirect influence or control (exemption applies to Section II(D));

(2) Purchases or sales of financial instruments which are not eligible for purchase or sale by a Fund;

(3) Purchases or sales of financial instruments which are non-volitional on the part of either the access person or a Fund (exemption applies to Section II(D));

(4) Purchases of financial instruments which are part of an Automatic Investment Plan (exemption applies to Section II(D));

(5) Purchases of securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from

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such issuer (exemption applies to Section II(D));

(6) Transactions which appear to the CCO of the Fund (or his or her designee), as appropriate, to present no reasonable likelihood of harm to the Fund, which are otherwise in accordance with Rule 17j-1, and which the CCO of the Fund (or his or her designee), as appropriate, has authorized in advance;

(7) Purchases or sales of derivatives on broad-based indices and major market currencies; and

(8) Purchases or sales of physical currencies and physical commodities.

IV.

Reporting

(A) Every access person shall file with the Fund reports containing the information described in Sections IV(B), (C) and (D) of this Code with respect to transactions in any financial instrument in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the financial instrument (regardless of whether such transaction is listed in Section III (1) through (6)), provided, however, that such access person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influences or control; provided, further, that if such access person is an Independent Trustee, and would be required to make such a report solely by reason of being a Trustee of the Fund, such Trustee is not required to file a report under this Section IV, except that, where such Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Trustee of the Fund, should have known that during the 15-day period immediately preceding or after the date of the transaction in a financial instrument by the Trustee, such financial instrument is or was purchased or sold by the Fund or such purchase or sale by the Fund is or was considered by the Fund or PIMCO, such Trustee must file a Quarterly Transaction Report under Section IV(C). PIMCO does not intend to provide any information to the Independent Trustees in the ordinary course about Fund transactions occurring within the 15 day period immediately preceding or after a transaction by a Trustee, and as such, Quarterly Transaction Reports will typically not be required to be filed by Independent Trustees.

(B) Initial Holding Reports. No later than ten (10) days after a person becomes an access person, the person shall file a report containing the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an access person):

(1) The title, number of shares and principal amount of each financial instrument in which the access person had any direct or indirect beneficial ownership when the person became an access person;

(2) The name of any broker, dealer or bank with whom the access person maintained an account in which any financial instruments (including excluded securities) were held for the direct or indirect benefit of the access person as of the date the person became an access

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person; and

(3) The date that the report is submitted by the access person.

(C) Quarterly Reports. Transaction Report. No later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was effected, every access person shall file a report containing the following information:

(1) The date of the transaction, the title, the interest rate and maturity (if applicable), the number of shares, and the principal amount of each financial instrument involved;

(2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), including information sufficient to establish any exemption listed in Section III (2) through (6), or exception to Section II(C) which is relied upon;

(3) The price at which the transaction was effected;

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

(5) The date that the report is submitted by the access person.

Account Report. With respect to any account established by an access person in which any financial instruments (including excluded securities) were held during the quarter for the direct or indirect benefit of the access person, the access person shall file a report containing the following information:

(1) The name of the broker, dealer or bank with whom the access person established the account;

(2) The date the account was established; and

(3) The date that the report is submitted by the access person.

Automatic Investment Plans. An access person need not make a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan.

(D) Annual Holdings Reports. Annually, every access person shall file a report containing the following information (which information must be current as of a date no more than 45 days before the report is submitted):

(1) The title, number of shares and principal amount of each financial instrument in which the access person had any direct or indirect beneficial ownership;

(2) The name of any broker, dealer or bank with whom the access person

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maintains an account in which any financial instruments (including excluded securities) are held for the direct or indirect benefit of the access person; and

(3) The date that the report is submitted by the access person.

(E) Any report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the financial instrument to which the report relates, and the existence of any report shall not be construed as an admission that any event reported on constitutes a violation of Section II(A) hereof.

(F) If any access person is required to file reports of all his or her personal securities transactions on a current basis with the CCO of a Fund (or his or her designee), and such reports contain the information required by Section IV (C), such reports shall be deemed to be sufficient for purposes of Section IV(C) of this Code and no separate report shall be required.

(G) All reports of personal securities transactions and any other information filed with a Fund pursuant to this Code shall be treated as confidential, except as regards appropriate examinations by representatives of the SEC or other regulatory body having jurisdiction.

V.	Review, Enforcement and Compliance

(A) Review

(1) The CCO of each Fund (or his or her designee) shall from time to time review the reported personal securities transactions of the access persons to determine whether any transaction (“Reviewable Transactions”) listed in Section II may have occurred.²

(2) If the CCO of the relevant Fund (or his or her designee) determines that a Reviewable Transaction may have occurred, he or she shall then determine whether a violation of this Code may have occurred, taking into account all the exemptions provided under Section III. Before making any determination that a violation has been committed by an individual, the CCO of the relevant Fund (or his or her designee) shall give such person an opportunity to supply additional information regarding the transaction in question.

(B) Enforcement

(1) If the CCO of a Fund (or his or her designee) determines that a violation of this Code may have occurred, he or she shall take such steps as he or she deems appropriate under the circumstances, including, if appropriate, notification of the Trustees of the Fund. The Trustees, with the exception of any person whose transaction is under consideration, shall take such actions as they consider appropriate, including imposition of any sanctions that they consider appropriate.

² The CCO of PIMCO, or his or her designee, reviews the personal trading activity of access persons subject to the PIMCO Code on a quarterly basis.

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(2) No person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself/herself. If, for example, a personal securities transaction of the CCO of a Fund is under consideration, a Trustee of the Fund designated for the purpose by the Trustees of the Fund shall act in all respects in the manner prescribed herein for the CCO.

(1) The CCO of each Fund (or his or her designee) shall identify all access persons required to make reports under this Code and inform them of their reporting obligation.

(2) Each access person shall be required to sign an acknowledgement that such person has read and understands this Code. A form for this purpose is attached to this Code as Appendix I.

(3) Each access person shall be required to certify annually that such person has complied with the requirements of this Code during the prior year, and that such person has disclosed, reported, or caused to be reported all transactions during the prior year in financial instruments of which such person had or acquired beneficial ownership. A form for this purpose is attached to this Code as Appendix II.

(4) No less frequently than annually, each Fund shall furnish to the Fund’s Board of Trustees, and the Board must consider, a written report that:

(i) Describes any issues arising under the Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

(ii) Certifies that the Fund has adopted procedures reasonably necessary to prevent access person from violating the Code. A form for this purpose is attached to this Code as Appendices III, IV and V.

VI.

Records

Each Fund shall maintain records in the manner and to the extent set forth below, under the conditions described in Rule 31a-2(f)(1) under the Act and shall be available for appropriate examination by representatives of the Securities and Exchange Commission (“SEC”).

(1) A copy of this Code and any other Code of Ethics which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(2) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years

Code of Ethics

following the end of the fiscal year in which the violation occurs;

(3) A copy of each report made pursuant to this Code by an access person, including any information provided under Section IV(F) in lieu of the reports under Section IV(C), shall be preserved by the Fund for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

(4) A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place.

(5) A copy of each report required by Section V(C)(4) of the Code shall be preserved by the Fund for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

(6) The Fund shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of financial instruments under Section II(C) of this Code, for at least five years after the end of the fiscal year in which the approval is granted.

VII.	Fiduciary Duties

(A) Disclosure of Non-Public Portfolio Holdings Information. If an access person has access to non-public portfolio holdings information of a Fund, then he or she must treat non-public portfolio holdings information of a Fund in accordance with the Funds’ Portfolio Holdings Disclosure Policies and Procedures.

(B) Confidentiality. The officers and Trustees of each Fund acknowledge that each Fund discloses to its officers and Trustees, and such persons will otherwise come into possession of while acting in their capacities as officers or Trustees, certain information and data which a Fund wishes to keep confidential, including, but not limited to, information regarding a Fund’s governance, Board of Trustees, officers and other management (including regarding the Fund’s investment advisers and sub-advisers), minutes and other records of meetings, investment program, strategies and performance, portfolio holdings, dividends and distributions, secondary offerings, investment leverage, compliance, legal and regulatory matters (including Fund policies and procedures), valuation of assets, administration, custody, finances or operations (including information relating to financial statements), corporate actions, strategic plans, litigation and regulatory inquiries, communications, examinations and enforcement activities, shareholders and related communications, marketing, intellectual property and trade secrets, and information which is proprietary to the Fund or its advisers or which the Fund has obtained from third parties and with respect to which the Fund is obligated to maintain confidentiality (collectively, “Confidential Information”). The officers and Trustees of each Fund acknowledge that each Fund’s business is extremely competitive, dependent in part upon the maintenance of confidentiality, and that any disclosure of Confidential Information could result in serious harm to a Fund or its officers, Trustees or management. For these reasons, as officers or Trustees of one or more Funds, you must

Code of Ethics

use Confidential Information only in connection with your duties as a Fund officer or Trustee and may not use Confidential Information in any way that is or could be deemed to be detrimental to a Fund or its officers, Trustees or management. Further, you may not disclose, directly or indirectly, Confidential Information with respect to a Fund to any third person or entity, other than representatives of Fund management and their affiliates and authorized representatives or agents of the Fund, and only to the extent that such person or entity requires such Confidential Information in order to perform services for a Fund, and must treat all such information as confidential and proprietary property of the Fund. Individuals who no longer serve as Fund officers or Trustees may not disclose, directly or indirectly, Confidential Information that they obtained during their service as a Fund officer or Trustee, other than as provided for in the preceding sentence.

From time to time, the Boards of Trustees of the Funds may conduct joint meetings of the Boards of Trustees of some or all of the Funds. In connection with such joint meetings, a Trustee or officer may come into possession of Confidential Information with respect to a Fund that he or she does not oversee. The preceding paragraph shall apply to the receipt of Confidential Information by a Trustee or officer under such circumstances.

In addition to the general obligations regarding Confidential Information discussed above and in acknowledgement of the fact that the role of Independent Trustees and of chairpersons and members of committees of the Board of Trustees may be misconstrued by the general public, Independent Trustees should not comment to the press or make any postings or comments on the internet or any form of social media, including blogs or other similar forums, regarding their position or matters related to their service as Independent Trustees or members of committees. Failure to abide by this policy may lead to a full range of sanctions permitted by a Fund’s organizational documents, up to and including removal from the Board of Trustees. In the event that an Independent Trustee resigns or otherwise no longer serves as an Independent Trustee, such individual is expected to continue to abide by this policy with respect to information obtained during his or her service as an Independent Trustee. This policy does not apply to legally compelled disclosure or testimony to a regulator or court of law.

In addition, this Code will not be interpreted or applied in any manner that would violate the legal rights of any person subject to this Code as an employee under applicable law. For example, nothing in this Code or the Appendices attached hereto prohibits or in any way restricts any person subject to this Code 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 SEC or any other governmental or regulatory body or self-regulatory organization. A person subject to this Code does not need prior authorization of PIMCO or a Fund before taking any such action and is not required to inform PIMCO or a Fund if he or she chooses to take such action.

Code of Ethics

VIII. Amendment; Interpretation of Provisions

The Trustees may from time to time amend this Code or adopt such interpretations of this Code as they deem appropriate.

History of Amendments

PIMCO Funds

PIMCO Variable Insurance Trust

PIMCO ETF Trust

Adopted: September 29, 2004

Effective: October 5, 2004

Amended: November 16, 2004

Effective: February 1, 2005

Amended: August 16, 2005

Effective: August 16, 2005

Amended: February 28, 2006

Effective: February 28, 2006

Amended: February 24, 2009

Effective: February 24, 2009

Amended: May 19, 2009

Effective: May 19, 2009

Amended: May 25, 2010

Effective: May 25, 2010

Amended: March 1, 2011

Effective: March 1, 2011

Amended: November 5, 2013

Effective: November 5, 2013

Amended: August 14, 2014

Amended: September 18, 2014

Effective: September 18, 2014

Amended: August 11, 2015

Effective: August 11, 2015

Amended: February 14, 2017

Effective: February 14, 2017

PIMCO Equity Series

PIMCO Equity Series VIT

Adopted: March 30, 2010

Effective: March 30, 2010

Amended: May 25, 2010

Effective: May 25, 2010

Amended: March 1, 2011

Effective: March 1, 2011

Amended: November 7, 2013

Effective: November 7, 2013

Amended: August 14, 2014

Amended: September 18, 2014

Code of Ethics

Effective: September 18, 2014

Amended: August 11, 2015

Effective: August 12, 2015

Amended: February 15, 2017

Effective: February 15, 2017

Amended: May 17, 2017

Effective: May 17, 2017

PIMCO Managed Accounts Trust

PIMCO Sponsored Closed-End Funds

Adopted: June 24, 2014

Effective: September 5, 2014

Amended: September 18, 2014

Effective: September 18, 2014

Amended: August 11, 2015

Effective: October 6, 2015

Amended: March 23, 2017

Effective: March 23, 2017

PIMCO Sponsored Interval Funds

Adopted: December 14, 2016

Effective: December 14, 2016

Amended: March 23, 2017

Effective: March 23, 2017

Appendix I

ACKNOWLEDGMENT CERTIFICATION

PIMCO FUNDS

PIMCO VARIABLE INSURANCE TRUST

PIMCO ETF TRUST

PIMCO EQUITY SERIES

PIMCO EQUITY SERIES VIT

PIMCO MANAGED ACCOUNTS TRUST

PIMCO SPONSORED CLOSED-END FUNDS

PIMCO SPONSORED INTERVAL FUNDS

I hereby certify that I have read and understand the attached Code of Ethics. Pursuant to such Code, I have recognized that I must disclose or report all personal securities transactions required to be disclosed or reported thereunder and comply in all other respects with the requirements of such Code. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the foregoing Code has occurred.


Date:
				Signature

A-1

Appendix II

ANNUAL CERTIFICATION OF COMPLIANCE

PIMCO FUNDS

PIMCO VARIABLE INSURANCE TRUST

PIMCO ETF TRUST

PIMCO EQUITY SERIES

PIMCO EQUITY SERIES VIT

PIMCO MANAGED ACCOUNTS TRUST

PIMCO SPONSORED CLOSED-END FUNDS

PIMCO SPONSORED INTERVAL FUNDS

I hereby certify that I have complied with the requirements of the Code of Ethics for the year ended December 31, . Pursuant to such Code, I have disclosed or reported all personal securities transactions required to be disclosed or reported thereunder and complied in all other respects with the requirements of such Code. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the foregoing Code has occurred.


Date:
				Signature

A-2

Appendix III

ANNUAL CERTIFICATION

PIMCO EQUITY SERIES

PIMCO EQUITY SERIES VIT

I, the undersigned, hereby certify on behalf of PIMCO Equity Series and PIMCO Equity Series VIT (each a “Fund”), to the Board of Trustees pursuant to Rule 17j-1(c)(2)(B) under the Investment Company Act of 1940, and pursuant to Section V(C)(4)(ii) of the Fund’s Code of Ethics (the “Code”), that each Fund has adopted procedures that are reasonably necessary to prevent access persons from violating the Code.


Date:
				Fund CCO

A-3

Appendix IV

ANNUAL CERTIFICATION

PIMCO FUNDS

PIMCO VARIABLE INSURANCE TRUST

PIMCO ETF TRUST

I, the undersigned, hereby certify on behalf of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (each a “Fund”), to the Board of Trustees pursuant to Rule 17j-1(c)(2)(B) under the Investment Company Act of 1940, and pursuant to Section V(C)(4)(ii) of the Fund’s Code of Ethics (the “Code”), that each Fund has adopted procedures that are reasonably necessary to prevent access persons from violating the Code.


Date:
				Fund CCO

A-4

Appendix V

ANNUAL CERTIFICATION

PIMCO MANAGED ACCOUNTS TRUST

PIMCO SPONSORED CLOSED-END FUNDS

PIMCO SPONSORED INTERVAL FUNDS

I, the undersigned, hereby certify on behalf of PIMCO Managed Accounts Trust, the PIMCO Sponsored Closed-End Funds, and the PIMCO Sponsored Interval Funds (each a “Fund”), to the Board of Trustees pursuant to Rule 17j-1(c)(2)(B) under the Investment Company Act of 1940, and pursuant to Section V(C)(4)(ii) of the Fund’s Code of Ethics (the “Code”), that each Fund has adopted procedures that are reasonably necessary to prevent access persons from violating the Code.


Date:
				Fund CCO

A-5

Appendix VI

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

PRE-CLEARANCE FORM

PIMCO SPONSORED CLOSED-END FUND

(To be submitted to [email protected])


1. Today’s Date
2. Name of Trustee
3. Name of Closed-End Fund/Ticker
4. Broker
5. Last 3-digits of Account Number
6. Type of Security	☐ Common stock	☐ Preferred stock ☐ Other (please describe)
7. Transaction Type	☐ Market purchase ☐ Market sale ☐ Gift	☐ Grant, exercise or vesting of equity award ☐ Transfer from one plan account to another plan account ☐ Other (please describe)
8. Intended Number of Shares
9. Has the fund completed all its initial common and preferred shares offerings and is not otherwise engaged in an offering of its shares?	☐ Yes		☐ No
10. Do you possess material non-public information regarding the financial instrument or the issuer of the financial instrument?	☐ Yes		☐ No
11. Have you transacted in the same fund/issuer in the opposite direction within the last 6 months?	☐ Yes		☐ No
12. Type of Account/Plan	Select One: ☐ 401(k) plan ☐ Corporation ☐ Custodial	☐ Deferred compensation plan ☐ Immediate family member account ☐ Individual account ☐ Jointly-owned account	☐ LLC ☐ Partnership ☐ Trust ☐ Other

A-6

NOTE: If you have any questions about how to complete this form, please contact the Code of Ethics Compliance team at (949) 720-7821 or by email at [email protected] (Fax 949-718-2674).

Approvals are valid on the day approval has been granted (the “Approval Period”). Accordingly, GTC (good till canceled) orders are prohibited. If a trade is not executed by the close of business of the Approval Period, you must submit a new preclearance request. Obtaining preclearance satisfies the preclearance requirements of the Fund’s Code of Ethics (the “Code”) and does not imply compliance with the Code’s other provisions.

* * * * * *

By signing below, the undersigned certifies the following: The undersigned agrees that the above requested transaction is in compliance with the Code and Section 16 of the Securities and Exchange Act of 1934 and Section 30(h) of the Investment Company Act of 1940.


Trustee Signature

Date Submitted

Authorized Not Authorized


By:

Printed Name:

Date:

A-7

Annex A to PIMCO Section 16 Reportable Transaction Information (Form 4)

Once Compliance approval is received and the pre-cleared transaction is executed, please provide execution details as noted below. Provide price execution details at the individual tax lot/block level. Attach an additional sheet/spreadsheet as necessary.



Trade Date	Name of Closed-End Fund/Ticker	Number of Shares	Executed Price	Broker	Last 3-digits of Account Number

A-8

Annex B to PIMCO Section 16 Reportable Transaction Information (Form 4)

If there has been any changes regarding your total share ownership, or account ownership structure, please complete the applicable section(s) below as necessary.

Other Details Affecting Ownership

Please provide information on any applicable changes as indicated below since your last Section 16 filing for the applicable Fund/Issuer referenced above in your pre-clearance request.

If the answer is yes to any of the following, please provide the details, including parties, relationships, securities and dates:



Has a change in ownership of any securities occurred as a result of a divorce?

Has a change in ownership of any securities occurred as a result of an inheritance?

Has an immediate family member moved into or out of the Reporting Person’s household who owns shares of the Fund/Issuer?

Has the Reporting Person engaged in any hedging or similar transactions related to any securities of the Fund/Issuer (e.g., swaps, collars, pre-paid forward contracts, options, calls, puts, etc.)?

Has the Reporting Person received any securities of the Fund/Issuer as an in-kind distribution from another entity?

Have there been any other changes in the Reporting Person’s form(s) of ownership of securities in the Fund/Issuer not otherwise reported?

Have there been any other changes in the Reporting Person’s amount of ownership of securities in the Fund/Issuer not otherwise reported?

A-9

Annex C to PIMCO Section 16 Reportable Transaction Information (Form 4)

If you answered “No” to question 12a, please complete the applicable section(s) below, in addition to Annex B as necessary.

401(k) Plan or Deferred Compensation Plan:


Name of plan:
Was a new payroll or cash contribution used to acquire the securities?
Was cash or another investment accrued under the plan used to acquire the securities?
Does the Plan offer a Fund/Issuer stock fund as an investment alternative under the plan?

Custodial Account:


Name of custodial account:
Name of custodian:
Name of beneficiary (or beneficiaries)::
Relationship of Reporting Person to beneficiary (or beneficiaries)):

A-10

Trust:


Name of trust:
Type of trust:
Governing jurisdiction of the trust:
Relationship of trust to Reporting Person:
Name of trustee(s) and relationship(s) to Reporting Person:
Does the Reporting Person influence or control the power to vote or dispose the securities held in trust?
Name of settlor(s) and relationship(s) to Reporting Person:
Name of beneficiary(or beneficiaries) and relationship(s) to Reporting Person:
Does the Reporting Person share a household with the beneficiary (or beneficiaries)?
Is the trust revocable by the Reporting Person?
If the Reporting Person’s spouse is a co-trustee of a revocable trust, does the Reporting Person need spousal consent to revoke the trust?
Is there a remainder interest created by the trust?

A-11

Corporation:


Name of corporation:
Is Reporting Person a director of the corporation? If so, please provide the number of directors in the corporation.
Is Reporting Person an executive officer of the corporation? If so, please provide title(s).
Is the Reporting Person a stockholder of the corporation? If so, please provide the approximate percentage of shares (and voting power) of the corporation beneficially held by the Reporting Person.
Who makes decisions regarding voting and/or disposition of the securities held by the corporation?

LLC:


Name of LLC:
Nature of LLC (e.g., member-managed or manager-managed):
Is the Reporting Person a direct or indirect managing member of the LLC?
How many members are on the board or similar managing body of the LLC?
Is Reporting Person an executive officer of the LLC? If so, please provide title(s).
What percentage ownership interest does the Reporting Person have in the LLC?
Who makes decisions regarding voting and/or disposition of the securities held by the LLC?
Was the transaction at issue an in-kind distribution by the LLC?

A-12

Partnership:


Name of partnership:
Nature of partnership (e.g., general partnership or limited partnership):
Relationship(s) of Reporting Person to the partnership:
Is the Reporting Person a general partner or a limited partner?
How many general partners are in the partnership?
Does the partnership have a board of directors or similar managing body?
Is Reporting Person an executive officer of the partnership? If so, please provide title(s).
Who in the partnership makes decisions regarding the voting and/or disposition of securities held by the partnership?
Were the securities a result of an in-kind distribution by the partnership?

A-13

Appendix VII

Guidelines Regarding Material, Non-Public Information

Whether information is material and non-public (“MNPI”) must be evaluated on a fact-specific, case-by-case basis and will be judged by regulators and prosecutors with the benefit of hindsight. Identifying MNPI is highly complex and risky. DO NOT attempt to make this judgment on your own. Contact the relevant Fund’s CCO if you think you have received or may receive MNPI. DO NOT share the information you have with anyone.

Examples of “Material” Information

A common definition is “information that a reasonable investor would consider important to making an investment decision.” Examples include:

●

Earnings Results

●

Earnings projections or guidance

●

Merger, tender offer or joint venture

●

Major change in issuer assets

●

Change in control or management

●

Major events regarding financial instruments (e.g., cash flows, losses, defaults)

●

Financial liquidity problems, bankruptcy or receivership

●

Actual or threatened litigation

●

Departure of key personnel

Examples of “Non-Public” Information

Information is generally deemed non-public if it has not been widely disseminated to the public. Key questions when evaluating whether information is non-public include:

●

Can the information be found in an SEC filing or in any other document that is publicly available?

●

Has the information appeared in a newspaper or other publication of general circulation?

●

Is the information available on a public website?

Exercise extreme caution when information has been disseminated to only a small number of investors or others outside the issuer. The prevalence of a market rumor does not constitute public disclosure of otherwise non-public information.

What is MNPI when Purchasing or Selling Funds?

MNPI in the context of buying or selling Fund shares could generally include the recent or pending occurrence of one of the items below or significant likelihood that such an item

A-14

will occur, that you are aware of at the time of a possible trade, and that has not yet been made public, such as:

For All Funds:

●

Material changes in value of the Fund’s portfolio securities that have not yet been reflected in NAV

●

Material undisclosed revenues or liabilities to be realized by the Fund (such as from litigation or resolution of a regulatory or compliance matter)

For Open-End Funds and ETFs:

●

Material increases in illiquid or fair valued assets in the portfolio

●

Actions or events likely to lead to material redemptions and/or a “fire sale” of Fund assets

For Closed-End Funds and Interval Funds (as applicable):

●

Changes in dividend rates or a special dividend

●

Material changes to the Fund’s leverage or other strategies that will materially impact income and dividend levels and/or result in a “fire sale” of Fund shares

●

Actions to address trading discounts (e.g., open-ending, tender offers, open-market purchases) or secondary offerings

●

Other material corporate actions involving the Fund (e.g., a Fund merger)

●

Material changes in the Fund’s stated investment objectives or fundamental policies

●

A determination to liquidate a Fund

●

Material regulatory action or litigation involving the Fund or PIMCO

●

Material developments involving senior management at PIMCO

●

Material transactions involving PIMCO (e.g., resulting in a change in control or ownership)

●

The amount and/or timing of shares repurchased pursuant to a share repurchase program, including pursuant to Rule 23c-3 under the 1940 Act or otherwise

A-15


		COMPLIANCE MANUAL
		Code of Ethics

CODE OF ETHICS


Code of Ethics		Page 1 of 46


		COMPLIANCE MANUAL
		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


4 Introduction to the Code of Ethics		Page 2 of 46


		COMPLIANCE MANUAL
		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


4 Introduction to the Code of Ethics		Page 3 of 46


		COMPLIANCE MANUAL
		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).


4 Introduction to the Code of Ethics		Page 4 of 46


		COMPLIANCE MANUAL
		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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		COMPLIANCE MANUAL
		Fiduciary Duty

FIDUCIARY DUTY

1.	INTRODUCTION

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

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

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

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

Duty of loyalty;

Duty to act in clients’ best interest;

Duty to act with care in handling client matters;

Duty to avoid conflicts of interest; and

Duty to comply with all applicable laws.

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

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


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		Fiduciary Duty

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

2.	EXPLICIT PROHIBITIONS

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

Supervised Persons cannot:

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

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

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

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

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

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


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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.

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

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

3.	PROHIBITED SALES PRACTICES

3.1 Prohibited Sales Tactics

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

3.2 Third-party Instructions

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

3.3 Selling Away

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

3.4 Fraudulent Practices

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

Unfair prices;

Failure to disclose material facts;

Fraudulent representations;

Unsuitable recommendations/investments;

Falsifying records;


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Circumvention of industry rules and regulations;

Failure to maintain proper records;

Unauthorized transactions in clients’ accounts;

Failure to disclose conflicts of interest;

Misusing customer funds or securities; or

Misusing information gained in a fiduciary capacity.

4.	STANDARDS TO PROTECT CLIENTS

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

In addition, each advisory agreement will address assignments, notifications, confidentiality of provisions, services and a dispute resolution method. Only Research Affiliates’ Management Committee may agree to any written modifications to Research Affiliates’ investment advisory agreements.

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


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		Insider Trading Policy and Procedures

INSIDER TRADING POLICY AND PROCEDURES

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

1.	DEFINITIONS

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

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

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

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

2.	PENALTIES FOR INSIDER TRADING

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

civil injunctions;


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disgorgement of profits;

jail sentences;

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

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

3.	POLICY

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

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

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

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

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

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

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

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

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

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


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4.	PROCEDURES

4.1 Material Non-Public Information

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

No RA Supervised Person shall, either directly or indirectly:

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

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

4.1.1 Persons Covered by the Policy

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

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

4.1.2 Material Non-Public Information

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

4.1.3 Prohibitions Against Using Material, Non-Public Information

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


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

4.1.4 When is Information Considered to be “Material?”

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

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

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

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

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

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

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

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

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

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


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4.1.7 Prohibition on Spreading False Information

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

4.1.8 Restricted Securities List

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

4.1.9 Ongoing Responsibility of Supervised Persons

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

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

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. ETFs, Exchange Traded Notes and mutual funds are Reportable Securities, but do not have to be pre-cleared.

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


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

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

4.	REPORTABLE ACCOUNTS

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

4.1. Third-Party Managed Accounts

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

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

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

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

Duplicate brokerage statements for any third-party managed accounts.

5.	QUARTERLY REPORTING OF TRANSACTIONS

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

Within 30 calendar days of each quarter end (by April 30, July 30, October 30, and January 30), the Supervised Person shall review, update, certify and submit a quarterly report of the information required on the COMPLYSCI system for all securities transactions in which the Supervised Person has or acquired


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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;

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 existing Reportable Accounts and obtain prior approval for any new Reportable Accounts, either of which contain both Reportable Securities and Non-Reportable Securities.


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		Personal Securities Trading and Reporting Policy

8.	PRIVATE AND LIMITED OFFERINGS

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. 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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		Gifts and Entertainment Policy

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; 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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		Foreign Corrupt Practices Act

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 U.S. Securities and Exchange Commission (“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 elections (Presidential, US Senate and US 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.

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 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


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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 Securities and Exchange Commission, 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 Nathan Kelso 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 quarterly 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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		Recordkeeping Policies and Procedures

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

EMAIL

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

6.	TRADING RECORDS

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

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

7.	MODEL PORTFOLIO AND ASSET ALLOCATION RECOMMENDATIONS

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

8.	CUSTODY

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

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


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		Recordkeeping Policies and Procedures

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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		Recordkeeping Policies and Procedures

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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		Recordkeeping Policies and Procedures

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

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


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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

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,


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harassing, or discriminatory content or inappropriate language such as profanity, in any message, is strictly prohibited, and any such use will subject the Supervised Person to disciplinary action, including termination.

2.3 Security

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

2.4 Reporting Problems

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

2.5 Monitoring and Surveillance Program

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

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

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

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


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2.6 Escalation to Compliance

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

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

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

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

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

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

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

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

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

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

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

Post information that could damage the reputation of RA;

Use a social or personal website to conduct RA business;

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

Material, non-public or insider information;

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

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

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


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


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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.

Please note that the only pre-approved Social Media site for a Supervised Persons personal use is LinkedIn, which may not be used for RA business, unless approved by Compliance and communications and postings are archived.

Supervised Persons should follow the guidelines below:

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

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

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

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

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

2.10 Monitoring of Social Media Usage

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

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


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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

LOGO

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

LOGO

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