Form POS AMI PIMCO FUNDS

June 1, 2016 4:37 PM EDT

As filed with the Securities and Exchange Commission on June 1, 2016

File No. 811-05028

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form N-1A

REGISTRATION STATEMENT

UNDER

   THE INVESTMENT COMPANY ACT OF 1940   x
   Amendment No. 388   x

 

 

PIMCO Funds

(Exact name of Registrant as Specified in Charter)

 

 

650 Newport Center Drive

Newport Beach, California 92660

(Address of Principal Executive Offices) (Zip Code)

(866) 746-2606

(Registrant’s Telephone Number, including area code)

 

 

 

Robert W. Helm, Esq.

Brendan C. Fox, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

 

Brent R. Harris

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

(Name and Address of Agent for Service)

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

 

 

 


EXPLANATORY NOTE

This Amendment No. 388 to the Registration Statement of PIMCO Funds (the “Trust” or the “Registrant”) on Form N-1A (File No. 811-05028) (the “Registration Statement”) is being filed to make changes to the Trust’s Amendment No. 373 under the Investment Company Act of 1940, as amended (the “1940 Act”), as filed on July 28, 2015, as amended, as pertaining to the PIMCO Municipal Sector Portfolio, a series of the Trust’s Private Account Portfolio Series. This filing amends, and is not intended to otherwise supersede or affect, the Offering Memoranda and Offering Memorandum Supplements of the Trust’s Private Account Portfolio Series, as filed on July 28, 2015, as amended, as they relate to other series of the Trust’s Private Account Portfolio Series, which are incorporated herein by reference.

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


PIMCO Funds

Private Account Portfolio Series

Amendment dated June 1, 2016 to the Private Account Portfolio Series

Offering Memorandum, dated July 31, 2015, as amended (the “Offering Memorandum”)

Disclosure Regarding the PIMCO Municipal Sector Portfolio (the “Portfolio”)

Effective immediately, the Portfolio is managed by David Hammer. Accordingly, effective immediately, the paragraph in the “Investment Adviser/Portfolio Manager” section in the Portfolio’s Portfolio Summary in the Offering Memorandum is deleted and replaced with the following:

PIMCO serves as the investment adviser for the Portfolio. The Portfolio’s portfolio is managed by David Hammer. Mr. Hammer is an Executive Vice President of PIMCO, and he has managed the Portfolio since August 2015.

In addition, effective immediately, disclosure concerning the Portfolio’s portfolio manager in the table in the “Management of the Portfolios—Individual Portfolio Managers” section of the Offering Memorandum is deleted and replaced with the following:

 

Portfolio    Manager(s)    Since    Recent Professional Experience

PIMCO Municipal Sector

   David Hammer    8/15   

Executive Vice President, PIMCO. Mr. Hammer is the head of the municipal bond portfolio management team. He rejoined PIMCO in May 2015 after serving as Managing Director and Head of Municipal Trading, Risk Management and Research at Morgan Stanley, and previously he was a Senior Vice President of PIMCO. Prior to joining PIMCO in 2012, he was an Executive Director for Morgan Stanley, where he served as head of the high yield and distressed municipal bond trading group.

Investors Should Retain this Amendment for Future Reference


PIMCO Funds

Private Account Portfolio Series

Amendment dated June 1, 2016 to the

Private Account Portfolio Series Offering Memorandum Supplement, dated July 31, 2015, as amended (the “Offering Memorandum Supplement”)

Disclosure Regarding the PIMCO Municipal Sector Portfolio (the “Portfolio”)

Effective immediately, the Portfolio is managed by David Hammer. Therefore, effective immediately, corresponding changes are made in the table and accompanying footnotes in the subsection titled “Portfolio Managers—Other Accounts Managed” in the Offering Memorandum Supplement. In addition, effective immediately, the following sentences are added to the end of the paragraph immediately preceding the above table:

Effective June 1, 2016, the PIMCO Municipal Sector Portfolio is managed by David Hammer. Information pertaining to accounts managed by Mr. Hammer is as of July 31, 2015.

In addition, effective immediately, corresponding changes are made in the table in the subsection titled “Portfolio Managers—Securities Ownership” in the Offering Memorandum Supplement.

Investors Should Retain this Amendment for Future Reference


PART C.

OTHER INFORMATION

Item 28. Exhibits

 

(a)    (1)      Amended and Restated Declaration of Trust dated November 4, 2014(26)
   (2)      Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest dated February 24, 2015(28)
(b)         Amended and Restated By-Laws of Registrant dated November 4, 2014(26)
(c)         Not applicable
(d)    (1)      Amended and Restated Investment Advisory Contract dated February 23, 2009(3)
   (2)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Corporate Bond Fund dated May 19, 2009(4)
   (3)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to fee changes dated October 1, 2009(6)
   (4)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO CommoditiesPLUS® Strategy Fund dated February 23, 2010(7)
   (5)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO High Yield Spectrum Fund dated August 17, 2010(9)
   (6)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to certain fee reductions dated October 1, 2010(10)
   (7)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Funds: Private Account Portfolio Series – Senior Floating Rate Portfolio, PIMCO Senior Floating Rate Fund, PIMCO Total Return Fund IV, PIMCO RAE Fundamental PLUS International Fund, PIMCO RealPath™ 2025 Fund, PIMCO RealPath™ 2035 Fund and PIMCO RAE Fundamental PLUS Small Fund dated February 28, 2011(11)
   (8)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Credit Absolute Return Fund and PIMCO Inflation Response Multi-Asset Fund dated May 23, 2011(13)
   (9)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Funds: Private Account Portfolio Series – Low Duration Portfolio and PIMCO Funds: Private Account Portfolio Series – Moderate Duration Portfolio dated August 16, 2011(14)
   (10)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO California Municipal Bond Fund, PIMCO National Intermediate Municipal Bond Fund, PIMCO Short Asset Investment Fund and PIMCO Funds: Private Account Portfolio Series – Short Term Floating NAV Portfolio III dated February 28, 2012(16)
   (11)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to PIMCO RealPath™ 2045 Fund dated November 8, 2011(15)
   (12)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated August 15, 2012(19)
   (13)      Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(20)

 

2


   (14)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO StocksPLUS® International Fund (Unhedged), PIMCO StocksPLUS® International Fund (U.S. Dollar Hedged), PIMCO StocksPLUS® Small Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® Short Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated March 22, 2013(22)
   (15)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(23)
   (16)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE Fundamental PLUS International Fund, PIMCO RealPath™ Income Fund, PIMCO RealPath™ 2020 Fund, PIMCO RealPath™ 2025 Fund, PIMCO RealPath™ 2030 Fund, PIMCO RealPath™ 2035 Fund, PIMCO RealPath™ 2040 Fund, PIMCO RealPath™ 2045 Fund, PIMCO RealPath™ 2050 Fund and PIMCO Senior Floating Rate Fund dated October 1, 2013(25)
   (17)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE Low Volatility PLUS EMG Fund, the PIMCO RAE Low Volatility PLUS Fund, and the PIMCO RAE Low Volatility PLUS International Fund dated November 5, 2013(24)
   (18)   

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory

Contract relating to the PIMCO RealPath™ 2055 Fund dated August 12, 2014(26)

   (19)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(26)
   (20)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(28)
   (21)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(29)
   (22)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Corporate Bond Fund and PIMCO Inflation Response Multi-Asset Fund dated October 1, 2015(34)
   (23)    Amended and Restated Asset Allocation Sub-Advisory Agreement relating to PIMCO All Asset Fund and PIMCO All Asset All Authority Fund dated December 1, 2010(12)
   (24)    Supplement to Amended and Restated Asset Allocation Sub-Advisory Agreement relating to PIMCO All Asset Fund and PIMCO All Asset All Authority Fund and Sub-Advisory Agreement relating to PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund and PIMCO RAE Fundamental PLUS Small Fund dated December 1, 2012(20)
   (25)    Amended and Restated Sub-Advisory Agreement relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Low Volatility PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO RAE Low Volatility PLUS International Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO RAE Low Volatility PLUS Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated December 20, 2013(24)
   (26)    Amendment to Amended and Restated Sub-Advisory Agreement relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(27)

 

3


(e)    (1)    Amended and Restated Distribution Contract dated April 1, 2012(17)
   (2)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated August 15, 2012(19)
   (3)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(20)
   (4)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO StocksPLUS® International Fund (Unhedged), PIMCO StocksPLUS® International Fund (U.S. Dollar Hedged), PIMCO StocksPLUS® Small Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® Short Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated March 22, 2013(22)
   (5)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(23)
   (6)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO RAE Low Volatility PLUS EMG Fund, the PIMCO RAE Low Volatility PLUS Fund, and the PIMCO RAE Low Volatility PLUS International Fund dated November 5, 2013(24)
   (7)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO RealPath2055 Fund dated August 12, 2014(27)
   (8)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(27)
   (9)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(28)
   (10)    Supplement to Amended and Restated Distribution Contract relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(29)
   (11)    Form of Sales Agreement(33)
   (12)    Form of Sales Agreement(33)
(f)       Not Applicable
(g)    (1)    Custody and Investment Accounting Agreement dated January 1, 2000(5)
   (2)    Amendment to Custody and Investment Accounting Agreement dated June 8, 2001(5)
   (3)    Amendment to Custody and Investment Accounting Agreement dated March 30, 2010(7)
   (4)    Amended Appendix A to Custody and Investment Accounting Agreement dated November 6, 2015(35)
(h)    (1)    Second Amended and Restated Supervision and Administration Agreement dated April 1, 2012(18)
   (2)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Mortgage Opportunities Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated August 15, 2012(19)
   (3)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(20)

 

4


   (4)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RAE Fundamental PLUS EMG Fund, PIMCO RAE Fundamental Advantage PLUS Fund, PIMCO RAE Fundamental PLUS Fund, PIMCO RAE Fundamental PLUS International Fund, PIMCO StocksPLUS® International Fund (Unhedged), PIMCO StocksPLUS® International Fund (U.S. Dollar Hedged), PIMCO StocksPLUS® Small Fund, PIMCO RAE Fundamental PLUS Small Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® Short Fund and PIMCO RAE Worldwide Fundamental Advantage PLUS Fund dated March 22, 2013(22)
   (5)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(23)
   (6)    Amendment to the Second Amended and Restated Supervision and Administration Agreement dated October 1, 2013(25)
   (7)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RAE Low Volatility PLUS EMG Fund, the PIMCO RAE Low Volatility PLUS Fund, and the PIMCO RAE Low Volatility PLUS International Fund dated November 5, 2013(24)
   (8)    Supplement to Second Amended and Restated Supervision and Administration Agreement dated October 1, 2014(26)
   (9)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RealPath™ 2055 Fund dated August 12, 2014(26)
   (10)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO RAE Worldwide Long/Short PLUS Fund dated November 5, 2014(26)
   (11)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(28)
   (12)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(29)
   (13)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® International Fund (U.S. Dollar-Hedged) and PIMCO StocksPLUS® Small Fund dated October 1, 2015(34)
   (14)    Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Government Money Market Fund dated February 23, 2016(37)
   (15)    Fourth Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund dated July 25,
2011(12)
   (16)    Amended and Restated Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund dated July 25, 2011(12)
   (17)    Seventh Amended and Restated Fee Waiver Agreement relating to PIMCO RealPath™ Income Fund, PIMCO RealPath™ 2020 Fund, PIMCO RealPath™ 2025 Fund, PIMCO RealPath™ 2030 Fund, PIMCO RealPath™ 2035 Fund, PIMCO RealPath™ 2040 Fund, PIMCO RealPath™ 2045 Fund, PIMCO RealPath™ 2050 Fund and PIMCO RealPath™ 2055 Fund dated August 12, 2014(26)
   (18)    Amended and Restated Fee Waiver Agreement relating to the PIMCO Short Asset Investment Fund dated May 25, 2012(21)
   (19)    Amended and Restated Fee and Expense Limitation Agreement relating to PIMCO Government Money Market Fund, PIMCO Money Market Fund and PIMCO Treasury Money Market Fund dated July 31, 2013(25)

 

5


   (20)   Amended and Restated Expense Limitation Agreement dated February 23, 2009(12)
   (21)   Amendment to Amended and Restated Expense Limitation Agreement dated February 23, 2010(12)
   (22)   Revised Schedules A and B to Amended and Restated Expense Limitation Agreement dated May 11, 2015(29)
   (23)   Second Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset Fund dated September 26, 2012(21)
   (24)   Second Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset All Authority Fund dated September 26, 2012(21)
   (25)   Fee Waiver Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13,
2012(20)
   (26)   Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(23)
   (27)   Fee Waiver Agreement relating to the PIMCO RAE Low Volatility PLUS EMG Fund dated November 5, 2013(24)
   (28)   Fee Waiver Agreement relating to the PIMCO Multi-Strategy Alternative Fund dated November 5, 2014(27)
   (29)   Fee Waiver Agreement relating to the PIMCO Real Return Limited Duration Fund dated May 11, 2015(29)
   (30)   Amended and Restated Fee Waiver Agreement relating to the PIMCO CommodityRealReturn Strategy Fund (PIMCO Cayman Commodity Fund I Ltd.) dated February 23, 2009(21)
   (31)   Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund (PIMCO Cayman Commodity Fund II, Ltd.) dated February 23, 2009(21)
   (32)   Fee Waiver Agreement relating to the PIMCO CommoditiesPLUS Strategy Fund (PIMCO Cayman Commodity Fund III, Ltd.) dated May 7, 2010(21)
   (33)   Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund (PIMCO Cayman Commodity Fund VII, Ltd.) dated May 23, 2011(33)
   (34)   Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund (PIMCO Cayman Commodity Fund VIII, Ltd.) dated September 20, 2013(23)
   (35)   Fee Waiver Agreement relating to the PIMCO Capital Securities and Financials Fund (PIMCO Capital Securities Fund (Cayman) Ltd.) dated March 1, 2015(28)
   (36)   PIMCO Cayman Commodity Fund I Ltd. Appointment of Agent for Service of Process(1)
   (37)   PIMCO Cayman Commodity Fund II Ltd. Appointment of Agent for Service of Process(2)
   (38)   PIMCO Cayman Commodity Fund III Ltd. Appointment of Agent for Service of Process(7)
   (39)   PIMCO Cayman Commodity Fund VII, Ltd. Appointment of Agent for Service of Process(13)
   (40)   PIMCO Cayman Commodity Fund VIII, Ltd. Appointment of Agent for Service of Process(23)
   (41)   PIMCO Capital Securities Fund (Cayman) Ltd. Appointment of Agent for Service of Process(28)
   (42)   Amended and Restated Transfer Agency and Service Agreement dated May 14, 2015(30)
(i)      Opinion and Consent of Counsel(39)
(j)    (1)   Consent of Independent Registered Public Accounting Firm(39)
   (2)(A)   Secretary’s Certificate pursuant to Rule 483(b)(29)
(k)      Not Applicable
(l)      Not Applicable
(m)    (1)   Distribution and Servicing Plan for Class A Shares(5)
   (2)   Distribution and Servicing Plan for Class C Shares(5)
   (3)   Distribution and Servicing Plan for Class D Shares(17)
   (4)   Distribution and Servicing Plan for Administrative Class Shares(17)
   (5)   Distribution and Services Plan for Class R Shares(5)

 

6


   (6)    Form of Bank Fund Services Agreement (25)
   (7)    Form of Fund Services Agreement(33)
(n)       Twelfth Amended and Restated Multi-Class Plan Adopted Pursuant to Rule 18f-3 dated March 25, 2015(31)
(p)    (1)    Revised Code of Ethics for the Registrant(38)
   (2)    Revised Code of Ethics for PIMCO and PIMCO Investments LLC(32)
   (3)    Revised Code of Ethics for Research Affiliates LLC(32)
*       Powers of Attorney(37)

 

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

Filed with Post-Effective Amendment No. 177 on July 27, 2010, and incorporated by reference herein.

(9)

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

(10)

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

(11)

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

(12)

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

(13)

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

(14)

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

(15)

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

(16)

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

(17)

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

(18)

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

(19)

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

(20)

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

(21)

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

(22)

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

 

7


(23)

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

(24)

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

(25)

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

(26)

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

(27)

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

(28)

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

(29)

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

(30)

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

(31)

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

(32)

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

(33)

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

(34)

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

(35)

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

(36)

Filed with Post-Effective Amendment No. 282 on February 26, 2016, and incorporated by reference herein.

(37)

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

(38)

Filed herewith.

(39)

To be filed by amendment.

 

Item 29.

Persons Controlled by or Under Common Control with Registrant.

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

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

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

 

8


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

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

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

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

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

 

Item 30.

Indemnification

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

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

 

Item 31.

Business and Other Connections of the Investment Adviser

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

 

9


    Name   Business and Other Connections
Amey, Mike   Managing Director, PIMCO
Anderson, Joshua M.   Managing Director, PIMCO
Balls, Andrew Thomas   Managing Director and CIO Global, PIMCO
Benz II, William R.   Managing Director, PIMCO
Blute, Ryan Patrick   Managing Director, PIMCO
Bodereau, Philippe   Managing Director, PIMCO
Bosomworth, Andrew   Managing Director, PIMCO
Braun, David   Managing Director, PIMCO
Bridwell, Jennifer S   Managing Director, PIMCO
Callin, Sabrina C.   Managing Director, PIMCO; Acting Head of PIMCO Advisory; and Vice President, StocksPLUS Management, Inc.
Clarida, Richard H.   Managing Director, PIMCO
Dawson, Craig A.   Managing Director, PIMCO; Director, PIMCO Europe Ltd.; and Trustee, PIMCO-Managed Funds.
De Leon, William G.   Managing Director, PIMCO
Devlin, Edward   Managing Director, PIMCO
Dialynas, Chris P.   Managing Director, PIMCO
Durham, Jennifer E.   Managing Director and Chief Compliance Officer, PIMCO. Chief Compliance Officer, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
Fahmi, Mohsen   Managing Director, PIMCO; Formerly Senior Portfolio Manager, Moore Capital Management
Fels, Joachim   Managing Director, PIMCO; Formerly Managing Director and Chief Economist, Morgan Stanley
Fisher III, David N.   Managing Director, PIMCO
Flattum, David C.   Managing Director, General Counsel, PIMCO. Chief Legal Officer, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
Gomez, Michael A.   Managing Director, PIMCO
Graham, Stuart   Managing Director, PIMCO
Harris, Brent Richard   Managing Director, PIMCO. Director and President, StocksPLUS Management, Inc. Trustee, Chairman and Senior Vice President of the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Director, PIMCO Luxembourg S.A. and PIMCO Luxembourg II.
Hodge, Douglas M.   Managing Director and Chief Executive Officer, PIMCO. Trustee and Senior Vice President of the Trust, PIMCO Variable Insurance Trust, and PIMCO ETF Trust. Senior Vice President of PIMCO Equity Series and PIMCO Equity Series VIT. Director and Vice President, StocksPLUS Management Inc.; Director, PIMCO Europe Ltd., PIMCO Asia Pte Ltd., PIMCO Australia Pty Ltd, PIMCO Japan Ltd. and PIMCO Asia Limited (Hong Kong).
Horne, Jonathan Lane   Managing Director, PIMCO
Hyman, Daniel   Managing Director, PIMCO

 

10


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

 

11


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

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

 

Name   Business and Other Connections
Arnott, Robert D.   Founder, Chairman, Chief Executive Officer
Hsu, Jason   Vice Chairman
Sherrerd, Katrina F.   President and Chief Operating Officer
Brightman, Christopher   Chief Investment Officer
Hattesohl, Joseph   Director, Chief Financial Officer
Harkins, Daniel M.   Chief Legal Officer
Kalesnik, Vitali   Head of Equity Research
Larsen, Michael   Global Head of Strategic Partnerships
Li, Feifei   Director, Head of Investment Management
Smith, Jeffrey A.   Chief Compliance Officer and Assistant General Counsel
West, John   Managing Director, Head of Client Strategies
Wilson, Jeff   Head of Institutional Relations

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

 

Item 32.

Principal Underwriter

 

(a)

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

 

(b)

The officers of the Distributor are:

 

Name and Principal

Business Address*

  Positions and Offices With
Underwriter
 

Positions and Offices with

Registrant

Sutherland, Eric M.   President and Co-Chairman   None
Martin, Colleen M.   Chief Financial Officer and Financial and Operations Principal   None
Froio, Richard F.   Chief Compliance Officer and Anti-Money Laundering Compliance Officer   None
Ratner, Joshua D.   Chief Legal Officer   Vice President – Senior Counsel, Secretary
Ongaro, Douglas J.   Senior Vice President and Co-Chairman   None
Plump, Steven B.   Head of Business Management, Vice President   None

 

*

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

 

Item 33.

Location of Accounts and Records

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

 

12


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

 

Item 34.

Management Services

 

 

Not applicable

 

13


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington in the District of Columbia on the 1st day of June 2016.

 

PIMCO FUNDS

(Registrant)

By:    
  Peter G. Strelow*, President
*By:   /s/ Brendan C. Fox
 

Brendan C. Fox

as attorney-in fact

 

*

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


EXHIBIT LIST

 

(p)(1)   Revised Code of Ethics for the Registrant

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

Pacific Investment Management Company LLC (“PIMCO”), the investment adviser and administrator to the PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Managed Accounts Trust and the investment manager of PIMCO ETF Trust and the PIMCO Sponsored Closed-End Funds (each a “Fund”), 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, 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 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”).

 

1 

References to “Trustees” include Directors, as applicable.


Code of Ethics

 

(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 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.

 

2


Code of Ethics

 

(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 series of the PIMCO ETF Trust), or such other securities as may be excepted under the provisions of Rule 17j-1 (such securities, “excluded securities”). Exchange traded funds, whether registered as open-end investment companies or unit investment trusts, are deemed to be securities, provided that series of the PIMCO ETF Trust 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 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


Code of Ethics

 

(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, 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 shares complies with this Code, including the other provisions of this Section II.

 

4


Code of Ethics

 

It is noted that PIMCO Personnel may be subject to preclearance requirements for shares of PIMCO Sponsored Closed-End 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. 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 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;

 

5


Code of Ethics

 

(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 person; and

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

 

6


Code of Ethics

 

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

 

7


Code of Ethics

 

(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)    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.

 

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.

 

8


Code of Ethics

 

(C)    Compliance

(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 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;

 

9


Code of Ethics

 

(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 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,

 

10


Code of Ethics

 

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.

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.

 

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.

 

11


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

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

Effective:  September 18, 2014

 

12


Code of Ethics

 

Amended:  August 11, 2015

Effective:  August 12, 2015

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

 

13


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

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

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

I, the undersigned, hereby certify on behalf of PIMCO Managed Accounts Trust and the PIMCO Sponsored Closed-End 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

PRECLEARANCE OF PIMCO SPONSORED CLOSED-END FUND

SHARES TRANSACTION FORM

(To be submitted to PIMCO Compliance)

 

(1)     Name of trustee requesting authorization:     
(2)     Name of the account where the trade will occur (if different from #1):     
(3)     Relationship of (2) to (1):     
(4)     Name of fund and type of financial instrument (e.g. common or preferred shares):     
(5)     Ticker Symbol:     
(6)     Intended number of shares:     
(7)     Is the transaction being requested a purchase or sale?    (NOTE: short sales are not permitted)
(8)   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
(9)   Do you possess material nonpublic information regarding the financial instrument or the issuer of the financial instrument?                 Yes                 No
(10)   If the requested transaction is a sale, have the shares been held at least 6 months?                 Yes                 No

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].

Approvals are valid on the day approval has been granted and the next business day (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.

 

A-6


* * * * * *

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


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?

 

A-8


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 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:

 

   

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)

 

A-9



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