Form POS EX PIMCO FUNDS

☒

☐

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Robert W. Helm, Esq.

Douglas P. Dick, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

Joshua D. Ratner, Esq.

Chief Legal Officer, PIMCO Funds

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

(a)

(b)

(c)

(d)

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

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

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

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

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO REALPATH^® 2055 Fund dated August 12, 2014⁽²⁵⁾

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

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

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

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Total Return ESG Fund, PIMCO Low Duration ESG Fund and PIMCO Low Duration Income Fund dated November 7, 2016⁽⁴⁵⁾

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Funds: Private Account Portfolio Series – PIMCO Short Asset Portfolio dated February 14, 2017⁽³⁸⁾

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Full Spectrum Bond Fund, PIMCO Global Advantage^® Strategy Bond Fund and PIMCO Dynamic Bond Fund dated October 2, 2017⁽⁴³⁾

Amendment to Amended and Restated Investment Advisory Contract dated February 13, 2018⁽⁴⁶⁾

Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Strategic Bond Fund dated October 1, 2018⁽⁴⁹⁾

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

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 PLUS Fund, PIMCO RAE PLUS International Fund and PIMCO RAE PLUS Small Fund dated December 1, 2012⁽¹⁹⁾

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

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

(e)

Second Amended and Restated Distribution Contract dated February 14, 2017⁽⁴⁶⁾

Amendment to Second Amended and Restated Distribution Contract related to I-3 shares dated February 13, 2018⁽⁴⁶⁾

Amendment to Second Amended and Restated Distribution Contract related to I-3 shares dated May 15, 2018⁽⁴⁷⁾

Form of Sales Agreement⁽³⁶⁾

Form of Sales Agreement⁽³⁶⁾

(f)

Not Applicable

(g)

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

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

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

Amendment to Custody and Investment Accounting Agreement dated February 8, 2017⁽⁴²⁾

Amended Appendix A to Custody and Investment Accounting Agreement dated March 21, 2018⁽⁴⁷⁾

Amendment to Custody and Investment Accounting Agreement dated December 13, 2018⁽⁴⁹⁾

(h)

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

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Mortgage Opportunities and Bond Fund dated August 15, 2012⁽¹⁸⁾

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

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

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

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

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

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

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

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

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

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

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Moderate Duration Fund and PIMCO Short Asset Investment Fund dated November 2, 2015⁽⁴²⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Government Money Market Fund dated February 23, 2016⁽³⁴⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement dated October 1, 2016⁽³⁷⁾

Amendment to the Second Amended and Restated Supervision and Administration Agreement relating to PIMCO Funds: Private Account Portfolio Series – PIMCO Short Asset Portfolio dated February 14, 2017⁽³⁸⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Long Duration Total Return Fund dated October 2, 2017⁽⁴⁴⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Global Bond Opportunities Fund (Unhedged) dated November 14, 2017⁽⁴⁴⁾

Amendment to the Second Amended and Restated Supervision and Administration Agreement dated February 13, 2018⁽⁴⁶⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to I-3 shares dated February 13, 2018⁽⁴⁶⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to I-3 shares and Class D shares dated May 15, 2018⁽⁴⁷⁾

Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to PIMCO Total Return Fund dated October 1, 2018⁽⁴⁹⁾

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

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

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

Third Amended and Restated Fee Waiver Agreement relating to the PIMCO Short Asset Investment Fund dated May 16, 2018⁽⁴⁸⁾

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

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

Amended and Restated Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund dated May 16, 2018⁽⁴⁸⁾

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

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

Fee Waiver Agreement relating to the PIMCO Dynamic Bond Fund dated October 2, 2017⁽⁴⁶⁾

Fee Waiver Agreement relating to I-3 shares dated February 13, 2018⁽⁴⁶⁾

Fee Waiver Agreement relating to I-3 shares dated May 15, 2018⁽⁴⁷⁾

Fee Waiver Agreement relating to the PIMCO Strategic Bond Fund dated October 1, 2018⁽⁴⁸⁾

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

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

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

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

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

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

Second Amended and Restated Expense Limitation Agreement dated June 1, 2018⁽⁴⁸⁾

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

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

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

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

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

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

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

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

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

Amendment to Amended and Restated Transfer Agency and Service Agreement dated July 17, 2018⁽⁴⁸⁾

Amendment to Amended and Restated Transfer Agency and Service Agreement dated November 17, 2018 ⁽⁴⁹⁾

(i)

Opinion and Consent of Counsel⁽⁴⁹⁾

(j)

Consent of Independent Registered Public Accounting Firm⁽⁴⁹⁾

Secretary’s Certificate pursuant to Rule 483(b)⁽³⁶⁾

Tax Opinions of Counsel ⁽⁵⁰⁾

(k)

Not Applicable

(l)

Not Applicable

(m)

Distribution and Servicing Plan for Class A Shares⁽⁵⁾

Distribution and Servicing Plan for Class C Shares⁽⁵⁾

Distribution and Servicing Plan for Administrative Class Shares⁽¹⁶⁾

Distribution and Services Plan for Class R Shares⁽⁵⁾

Form of Bank Fund Services Agreement ⁽²⁴⁾

Form of Fund Services Agreement⁽³²⁾

(n)

Eighteenth Amended and Restated Multi-Class Plan Adopted Pursuant to Rule 18f-3 dated May 15, 2018 ⁽⁴⁷⁾

(p)

Revised Code of Ethics for the Registrant⁽⁴²⁾

Revised Code of Ethics for PIMCO and PIMCO Investments LLC⁽⁴⁶⁾

Revised Code of Ethics for Research Affiliates LLC⁽⁴⁹⁾

*

Powers of Attorney⁽³⁴⁾

**

Power of Attorney⁽³⁹⁾

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 with Amendment No. 399 on March 21, 2017, and incorporated by reference herein.

 with Post-Effective Amendment No. 291 on May 25, 2017, and incorporated by reference herein.

 with Post-Effective Amendment No. 292 on May 26, 2017, and incorporated by reference herein.

 with Post-Effective Amendment No. 295 on July 28, 2017, and incorporated by reference herein.

 with Post-Effective Amendment No. 298 on August 25, 2017, and incorporated by reference herein.

 with Post-Effective Amendment No. 301 on October 24, 2017, and incorporated by reference herein.

        Principal Underwriter

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

The officers of the Distributor are:

Name and Principal

Business Address*

Positions and Offices with

Registrant

Mogelof, Eric

Sutherland, Eric M.

Martin, Colleen M.

Murphy, Jordan M.

Harry, Seon

Ratner, Joshua D.

Plump, Steven B.

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

        Location of Accounts and Records

        Management Services

Trustee

March 18, 2019

Brent R. Harris**

Trustee

March 18, 2019

George E. Borst**

Trustee

March 18, 2019

Jennifer H. Dunbar**

Trustee

March 18, 2019

Kym M. Hubbard**

Trustee

March 18, 2019

Gary F. Kennedy**

Trustee

March 18, 2019

Peter B. McCarthy**

Trustee

March 18, 2019

Ronald C. Parker**

Trustee and President

(Principal Executive Officer)

March 18, 2019

Peter G. Strelow*, **

Treasurer

(Principal Financial and Accounting Officer)

March 18, 2019

Trent W. Walker*

*, **By:

    /s/ BRENDAN C. FOX

    Brendan C. Fox

    as attorney-in-fact

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

Pursuant to power of attorney filed with Post-Effective Amendment No. 291 to Registration Statement No. 33-12113 on May 25, 2017.

(j)(3)

Tax Opinions of Counsel

Three Bryant Park

1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

www.dechert.com

The transfer by each Acquired Fund of all of its Assets to its corresponding Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein, and the distribution of such shares to the Acquired Fund Shareholders, as provided in this Agreement, will constitute a reorganization under Section 368(a)(1)(F) of the Code.

Under Sections 361 and 357 of the Code, no gain or loss will be recognized by an Acquired Fund, upon (i) the transfer of all its Assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein or (ii) the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation as specified herein,

Dechert LLP

except that the Acquired Fund may be required to recognize gain or loss with respect to (A) contracts described in Section 1256(b) of the Code, (B) stock in a passive foreign investment company, as defined in Section 1297(a) of the Code, or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code.

Under Section 1032 of the Code, no gain or loss will be recognized by an Acquiring Fund upon receipt of the Assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein.

Under Section 354 of the Code, no gain or loss will be recognized by the shareholders of an Acquired Fund upon the distribution to them by the Acquired Fund of the Acquiring Fund Shares in exchange for their shares of the Acquired Fund.

Under Section 358 of the Code, the basis of the Acquiring Fund Shares received by each shareholder of an Acquired Fund will be the same as the basis of the shareholder’s Acquired Fund shares exchanged therefor.

Under Section 362(b) of the Code, the basis of an Acquired Fund’s Assets received by the corresponding Acquiring Fund will be the same as the basis of such Assets in the hands of the Acquired Fund immediately prior to the transactions.

Under Section 1223(1) of the Code, each shareholder’s holding period for the Acquiring Fund Shares will be determined by including the period for which the shareholder held the shares of the applicable Acquired Fund exchanged therefor, provided that the shareholder held such shares of the Acquired Fund as a capital asset at the time of the exchange.

Under Section 1223(2) of the Code, the holding period of an Acquiring Fund with respect to the corresponding Acquired Fund’s Assets will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund.

Dechert LLP

An Acquiring Fund will succeed to and take into account those tax attributes of the corresponding Acquired Fund that are described in Section 381(c) of the Code subject to the conditions and limitations specified in the Code, the regulations thereunder and existing court decisions and published interpretations of the Code and Regulations.

The consummation of the Reorganization will not terminate the taxable year of the Acquired Fund for federal income tax purposes, aside from any elective change in the taxable year of the Acquiring Fund. The part of the taxable year of the Acquired Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund.

Dechert LLP

Dechert LLP

The transfer by each Acquired Fund of all of its Assets to its corresponding Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein, and the distribution of such shares to the Acquired Fund Shareholders, as provided in this Agreement, will constitute a reorganization under Section 368(a)(1)(F) of the Code.

Under Sections 361 and 357 of the Code, no gain or loss will be recognized by an Acquired Fund, upon (i) the transfer of all its Assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein or (ii) the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation as specified herein, except that the Acquired Fund may be required to recognize gain or loss with respect to (A) contracts described in Section 1256(b) of the Code, (B)

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stock in a passive foreign investment company, as defined in Section 1297(a) of the Code, or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code.

Under Section 1032 of the Code, no gain or loss will be recognized by an Acquiring Fund upon receipt of the Assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein.

Under Section 354 of the Code, no gain or loss will be recognized by the shareholders of an Acquired Fund upon the distribution to them by the Acquired Fund of the Acquiring Fund Shares in exchange for their shares of the Acquired Fund.

Under Section 358 of the Code, the basis of the Acquiring Fund Shares received by each shareholder of an Acquired Fund will be the same as the basis of the shareholder’s Acquired Fund shares exchanged therefor.

Under Section 362(b) of the Code, the basis of an Acquired Fund’s Assets received by the corresponding Acquiring Fund will be the same as the basis of such Assets in the hands of the Acquired Fund immediately prior to the transactions.

Under Section 1223(1) of the Code, each shareholder’s holding period for the Acquiring Fund Shares will be determined by including the period for which the shareholder held the shares of the applicable Acquired Fund exchanged therefor, provided that the shareholder held such shares of the Acquired Fund as a capital asset at the time of the exchange.

Under Section 1223(2) of the Code, the holding period of an Acquiring Fund with respect to the corresponding Acquired Fund’s Assets will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund.

Dechert LLP

An Acquiring Fund will succeed to and take into account those tax attributes of the corresponding Acquired Fund that are described in Section 381(c) of the Code subject to the conditions and limitations specified in the Code, the regulations thereunder and existing court decisions and published interpretations of the Code and Regulations.

The consummation of the Reorganization will not terminate the taxable year of the Acquired Fund for federal income tax purposes, aside from any elective change in the taxable year of the Acquiring Fund. The part of the taxable year of the Acquired Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund.

Dechert LLP

Dechert LLP

The transfer by each Acquired Fund of all of its Assets to its corresponding Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein, and the distribution of such shares to the Acquired Fund Shareholders, as provided in this Agreement, will constitute a reorganization under Section 368(a)(1)(F) of the Code.

Under Sections 361 and 357 of the Code, no gain or loss will be recognized by an Acquired Fund, upon (i) the transfer of all its Assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein or (ii) the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation as specified herein, except that the Acquired Fund may be required to recognize gain or loss with respect to (A) contracts described in Section 1256(b) of the Code, (B)

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stock in a passive foreign investment company, as defined in Section 1297(a) of the Code, or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code.

Under Section 1032 of the Code, no gain or loss will be recognized by an Acquiring Fund upon receipt of the Assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein.

Under Section 354 of the Code, no gain or loss will be recognized by the shareholders of an Acquired Fund upon the distribution to them by the Acquired Fund of the Acquiring Fund Shares in exchange for their shares of the Acquired Fund.

Under Section 358 of the Code, the basis of the Acquiring Fund Shares received by each shareholder of an Acquired Fund will be the same as the basis of the shareholder’s Acquired Fund shares exchanged therefor.

Under Section 362(b) of the Code, the basis of an Acquired Fund’s Assets received by the corresponding Acquiring Fund will be the same as the basis of such Assets in the hands of the Acquired Fund immediately prior to the transactions.

Under Section 1223(1) of the Code, each shareholder’s holding period for the Acquiring Fund Shares will be determined by including the period for which the shareholder held the shares of the applicable Acquired Fund exchanged therefor, provided that the shareholder held such shares of the Acquired Fund as a capital asset at the time of the exchange.

Under Section 1223(2) of the Code, the holding period of an Acquiring Fund with respect to the corresponding Acquired Fund’s Assets will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund.

Dechert LLP

An Acquiring Fund will succeed to and take into account those tax attributes of the corresponding Acquired Fund that are described in Section 381(c) of the Code subject to the conditions and limitations specified in the Code, the regulations thereunder and existing court decisions and published interpretations of the Code and Regulations.

The consummation of the Reorganization will not terminate the taxable year of the Acquired Fund for federal income tax purposes, aside from any elective change in the taxable year of the Acquiring Fund. The part of the taxable year of the Acquired Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund.

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The transfer by each Acquired Fund of all of its Assets to its corresponding Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein, and the distribution of such shares to the Acquired Fund Shareholders, as provided in this Agreement, will constitute a reorganization under Section 368(a)(1)(F) of the Code.

Under Sections 361 and 357 of the Code, no gain or loss will be recognized by an Acquired Fund, upon (i) the transfer of all its Assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein or (ii) the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation as specified herein, except that the Acquired Fund may be required to recognize gain or loss with respect to (A) contracts described in Section 1256(b) of the Code, (B)

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stock in a passive foreign investment company, as defined in Section 1297(a) of the Code, or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code.

Under Section 1032 of the Code, no gain or loss will be recognized by an Acquiring Fund upon receipt of the Assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund as specified herein.

Under Section 354 of the Code, no gain or loss will be recognized by the shareholders of an Acquired Fund upon the distribution to them by the Acquired Fund of the Acquiring Fund Shares in exchange for their shares of the Acquired Fund.

Under Section 358 of the Code, the basis of the Acquiring Fund Shares received by each shareholder of an Acquired Fund will be the same as the basis of the shareholder’s Acquired Fund shares exchanged therefor.

Under Section 362(b) of the Code, the basis of an Acquired Fund’s Assets received by the corresponding Acquiring Fund will be the same as the basis of such Assets in the hands of the Acquired Fund immediately prior to the transactions.

Under Section 1223(1) of the Code, each shareholder’s holding period for the Acquiring Fund Shares will be determined by including the period for which the shareholder held the shares of the applicable Acquired Fund exchanged therefor, provided that the shareholder held such shares of the Acquired Fund as a capital asset at the time of the exchange.

Under Section 1223(2) of the Code, the holding period of an Acquiring Fund with respect to the corresponding Acquired Fund’s Assets will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund.

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An Acquiring Fund will succeed to and take into account those tax attributes of the corresponding Acquired Fund that are described in Section 381(c) of the Code subject to the conditions and limitations specified in the Code, the regulations thereunder and existing court decisions and published interpretations of the Code and Regulations.

The consummation of the Reorganization will not terminate the taxable year of the Acquired Fund for federal income tax purposes, aside from any elective change in the taxable year of the Acquiring Fund. The part of the taxable year of the Acquired Fund before the Reorganization and part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund.

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