Form POS EX PIMCO FUNDS

Douglas P. Dick, Esq.

Adam T. Teufel, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

Ryan G. Leshaw, Esq.

Senior Vice President, Senior Counsel

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

(1)

a.    Amended and Restated Declaration of Trust dated November 4, 2014⁽²⁴⁾.

b.   Seventh Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest dated November 5, 2019⁽⁵²⁾.

(2)

a.    Amended and Restated By-Laws of Registrant dated November 4, 2014⁽²⁴⁾.

(3)

(4)

a.    Form of Agreement and Plan of Reorganization – Filed as an Appendix to the Proxy Statement/Prospectus.

(5)

a.    See the Amended and Restated Declaration of Trust (Exhibit 1 above) and the Amended and Restated By-Laws (Exhibit 2 above).

(6)

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

(i)    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⁾.

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

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

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

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

(vi)  Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Senior Floating Rate Fund, PIMCO Total Return Fund IV, PIMCO RAE PLUS International Fund and PIMCO RAE PLUS Small Fund dated February 28, 2011⁽¹⁰⁾.

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

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

(ix)  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⁽¹⁴⁾.

(x)    Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Mortgage Opportunities and Bond Fund dated August 15, 2012⁽¹⁷⁾.

(xi)  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⁽¹⁸⁾.

(xii)  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⁽²⁰⁾.

(xiii) 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⁽²¹⁾.

(xiv) Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RAE PLUS International Fund and PIMCO Senior Floating Rate Fund dated October 1, 2013⁽²³⁾.

(xv)   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⁽²²⁾.

(xvi) 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⁽²⁴⁾.

(xvii)  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⁽²⁶⁾.

(xviii) 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⁽³²⁾.

(xix) 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⁽⁴⁴⁾.

(xx)   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⁽³⁷⁾.

(xxi) 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⁽⁴²⁾.

(xxii)  Amendment to Amended and Restated Investment Advisory Contract dated February 13, 2018⁽⁴⁵⁾.

(xxiii) Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Strategic Bond Fund dated October 1, 2018⁽⁴⁸⁾.

(xxiv) Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to PIMCO Gurtin California Municipal Intermediate Value Fund, PIMCO Gurtin California Municipal Opportunistic Value Fund, PIMCO Gurtin National Municipal Intermediate Value Fund and PIMCO Gurtin National Municipal Opportunistic Value Fund dated November 5, 2018⁽⁴⁹⁾.

(xxv)   Supplement to Amended and Restated Investment Advisory Contract relating to PMCO Long-Term Real Return Fund dated October 1, 2019⁽⁵²⁾.

(xxvi) Supplement to Amended and Restated Investment Advisory Contract relating to PIMCO Climate Bond Fund dated November 4, 2019⁽⁵²⁾.

(xxvii) 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⁾

(xxviii)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⁽¹⁸⁾

(xxix)  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⁽²²⁾

(xxx)  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⁽²⁵⁾

(xxxi)  Sub-Advisory Agreement relating to PIMCO Gurtin California Municipal Intermediate Value Fund, PIMCO Gurtin California Municipal Opportunistic Value Fund, PIMCO Gurtin National Municipal Intermediate Value Fund and PIMCO Gurtin National Municipal Opportunistic Value Fund dated March 15, 2019⁽⁴⁹⁾

7.

a.    Second Amended and Restated Distribution Contract dated February 14, 2017⁽⁴⁵⁾.

(i)    Amendment to Second Amended and Restated Distribution Contract related to I-3 shares dated February 13, 2018⁽⁴⁵⁾.

(ii)  Amendment to Second Amended and Restated Distribution Contract related to I-3 shares dated May 15, 2018⁽⁴⁶⁾.

(iii)   Supplement to Second Amended and Restated Distribution Contract relating to PIMCO Gurtin California Municipal Intermediate Value Fund, PIMCO Gurtin California Municipal Opportunistic Value Fund, PIMCO Gurtin National Municipal Intermediate Value Fund and PIMCO Gurtin National Municipal Opportunistic Value Fund dated November 5, 2018⁽⁴⁹⁾.

(iv)   Supplement to Second Amended and Restated Distribution Contract relating to PIMCO Climate Bond Fund dated November 4, 2019⁽⁵²⁾.

(v)   Form of Sales Agreement⁽³⁵⁾.

(vi)   Form of Sales Agreement⁽³⁵⁾

8.

9.

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

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

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

(iii)   Amendment to Custody and Investment Accounting Agreement dated February 8, 2017⁽⁴¹⁾.

(iv)   Amendment to Custody and Investment Accounting Agreement dated March 21, 2018⁽⁴⁶⁾.

(v)   Amendment to Custody and Investment Accounting Agreement dated December 13, 2018⁽⁴⁸⁾.

(vi)

Amendment to Custody and Investment Accounting Agreement dated March 11, 2019⁽⁴⁹⁾.

10.

Rule 12b-1 and Rule 18f-3 Plans

a.

Distribution and Servicing Plan for Class A Shares⁽⁵⁾.

b.

Distribution and Servicing Plan for Class C Shares⁽⁵⁾.

c.

Distribution and Servicing Plan for Administrative Class Shares⁽¹⁵⁾.

d.

Distribution and Services Plan for Class R Shares⁽⁵⁾.

e.

Eighteenth Amended and Restated Multi-Class Plan Adopted Pursuant to Rule 18f-3 dated May 15, 2018⁽⁴⁶⁾.

11.

Opinion of Counsel Regarding Legality of the Securities Being Registered⁽⁵¹⁾

12.

Tax Opinion – Filed herewith.

13.

Other Material Contracts

a.

Second Amended and Restated Supervision and Administration Agreement dated April 1, 2012⁽¹⁶⁾.

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

(xiv)

(xv)

(xvi)

(xvii)

(xviii)

(xix)

(xx)

(xxi)

(xxii)

(xxiii)

b.    

c.

d.

e.

f.

g.

h.

i.

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k.

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n.

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aa.

(i) Amendment to Amended and Restated Transfer Agency and Service Agreement dated July 17, 2018⁽⁴⁷⁾.

bb.

cc.

(14)

Other Opinions

a.   Consent of Independent Registered Public Accounting Firm⁽⁵¹⁾

(15)

Omitted Financial Statements – Inapplicable

(16)

Powers of Attorney⁽⁵¹⁾

(17)

Additional Exhibits – Inapplicable

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Filed with Post-Effective Amendment No. 307 on January 16, 2018, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 311 on February 23, 2018, and incorporated by reference herein.

(46)

Filed with Post-Effective Amendment No. 314 on April 27, 2018, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 318 on July 26, 2018, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 320 on October 19, 2018, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 321 on January 2, 2019, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 323 on May 29, 2019, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 324 on July 26, 2019, and incorporated by reference herein.

Filed with the Trust’s Registration Statement on Form N-14 on August 23, 2019, and incorporated by reference herein.

Filed with Post-Effective Amendment No. 327 on November 12, 2019, and incorporated by reference herein.

PIMCO FUNDS

(Registrant)

By: Eric D. Johnson*, President

*By: /s/ Adam T. Teufel            

Adam T. Teufel

as attorney-in fact

Trustee

January 6, 2020

Brent R. Harris*

Trustee

January 6, 2020

George E. Borst*

Trustee

January 6, 2020

Jennifer H. Dunbar*

Trustee

January 6, 2020

Kym M. Hubbard*

Trustee

January 6, 2020

Gary F. Kennedy*

Trustee

January 6, 2020

Peter B. McCarthy*

Trustee

January 6, 2020

Ronald C. Parker*

Trustee

January 6, 2020

Peter G. Strelow*

President

January 6, 2020

Eric D. Johnson*

(Principal Executive Officer)

Treasurer

January 6, 2020

Bradley A. Todd*

(Principal Financial and Accounting Officer)

Tax Opinion of Dechert LLP

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 the Acquired Fund of all of its Assets to its the 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” within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

Under Sections 361 and 357(a) of the Code, no gain or loss will be recognized by the 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

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Fund as specified herein or (ii) the distribution of the Acquiring Fund Shares by the Acquired Fund to Acquired Fund 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) 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 the 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 the 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 the 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 the Acquired Fund’s Assets received by the Acquiring Fund will be the same as the basis of such Assets in the hands of the Acquired Fund immediately prior to the transactions, except 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, and (C) any other Asset on which gain was recognized by the Acquired Fund 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.

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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 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 the Acquiring Fund with respect to the Acquired Fund’s Assets will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund.

The Acquiring Fund will succeed to and take into account those tax attributes of the 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.

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