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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/15/15 Pimco Funds POS AMI 2:166K RR Donnelley/FA → PIMCO Short-Term Floating NAV Portfolio |
Document/Exhibit Description Pages Size 1: POS AMI Pimco Private Account Portfolio Series HTML 92K 2: EX-99 Power of Attorney HTML 5K
| PIMCO Private Account Portfolio Series |
As filed with the Securities and Exchange Commission on May 15, 2015
File Nos. 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. 367 | 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)
Registrant’s Telephone Number, including area code:
(866) 746-2606
| Robert W. Helm, Esq. Brendan C. Fox, Esq. Dechert LLP 1900 K Street, N.W. |
Brent R. Harris Pacific Investment Management Company LLC 650 Newport Center Drive | |
| (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. 367 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. 344 under the Investment Company Act of 1940, as amended (the “1940 Act”), as filed on July 25, 2014, as amended, as pertaining to the PIMCO Short-Term Floating NAV 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 25, 2014, 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 May 15, 2015 to the Private Account Portfolio Series Short Term Portfolios
Offering Memorandum, dated July 31, 2014, as amended (the “Offering Memorandum”), and
Offering Memorandum Supplement, dated July 31, 2014, as amended (the “Offering Memorandum
Supplement”)
Disclosure Regarding the PIMCO Short-Term Floating NAV Portfolio (the “Portfolio”)
The Board of Trustees of PIMCO Funds (the “Trust”) has approved a Plan of Liquidation for the Portfolio pursuant to which the Portfolio will be liquidated (the “Liquidation”) on or about July 1, 2015 (the “Liquidation Date”). This date may be changed without notice at the discretion of the Trust’s officers. Shares of the Portfolio may be purchased only by series of the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series or PIMCO Equity Series VIT (each an “Investing Fund”). Pacific Investment Management Company LLC (“PIMCO”), acting as agent for the Investing Funds, must effect all purchases/redemptions of shares of the Portfolio on behalf of the Investing Funds.
Suspension of Sales. Effective June 1, 2015, the Portfolio will no longer sell shares to new Investing Funds or existing shareholder Investing Funds (except through reinvested dividends). The Portfolio may deviate from its investment objective at any time prior to the Liquidation Date.
Mechanics. In connection with the Liquidation, any share of the Portfolio outstanding on the Liquidation Date will be automatically redeemed as of the close of business on the Liquidation Date. The proceeds of any such redemption will be equal to the net asset value of such shares after the Portfolio has paid or provided for all of its charges, taxes, expenses and liabilities. The distribution to shareholder Investing Funds of these liquidation proceeds will occur as soon as practicable, and will be made to all shareholder Investing Funds of record at the Liquidation Date. Additionally, the Portfolio must declare and distribute to shareholder Investing Funds any realized capital gains and all net investment income no later than the final Liquidation distribution. PIMCO, investment adviser to the Portfolio, intends to distribute substantially all of the Portfolio’s net investment income prior to the Liquidation. PIMCO will bear all expenses in connection with the Liquidation.
Other Alternatives. At any time prior to the Liquidation Date, shareholder Investing Funds may redeem their shares of the Portfolio and receive the net asset value thereof, pursuant to the procedures set forth under “Purchases and Redemptions – Redeeming Shares” in the Offering Memorandum.
U.S. Federal Income Tax Matters. Although the Liquidation is not expected to be a taxable event for the Portfolio, for taxable shareholder Investing Funds, the automatic redemption of shares of the Portfolio on the Liquidation Date will generally be treated as any other redemption of shares, i.e., as a sale that may result in a gain or loss for federal income tax purposes. Instead of waiting until the Liquidation Date, a shareholder Investing Fund may voluntarily redeem its shares prior to the Liquidation Date to the extent that the shareholder Investing Fund wishes to realize any such gains or losses prior thereto. See “Tax Consequences” in the Offering Memorandum.
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(32) | ||
| (2) | Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest dated February 24, 2015(34) | |||
| (b) | Amended and Restated By-Laws of Registrant dated November 4, 2014(32) | |||
| (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 and Infrastructure Bond Fund and
the PIMCO MuniGO Fund dated May 19, | |||
| (3) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Real Income 2019 Fund, PIMCO Real Income 2029 Fund, and PIMCO Tax Managed Real Return Fund dated August 11, 2009(7) | |||
| (4) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to fee changes dated October 1, 2009(8) | |||
| (5) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO CommoditiesPLUS® Strategy Fund and PIMCO CommoditiesPLUS® Short Strategy Fund dated February 23, 2010(9) | |||
| (6) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO High Yield Spectrum Fund and PIMCO Funds: Private Account Portfolio Series FX Strategies Portfolio dated August 17, 2010(11) | |||
| (7) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to certain fee reductions dated October 1, 2010(12) | |||
| (8) | 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 International Fundamental IndexPLUS® AR Strategy Fund, PIMCO RealRetirement® 2015 Fund, PIMCO RealRetirement® 2025 Fund, PIMCO RealRetirement® 2035 Fund and PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund dated February 28, 2011(15) | |||
| (9) | 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, | |||
| (10) | 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(19) | |||
| (11) | 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(21) | |||
| (12) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to PIMCO RealRetirement® 2045 Fund dated November 8, 2011(20) | |||
| (13) | Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated August 15, 2012(25) |
2
| (14) | 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(26) | |||
| (15) |
Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO EM Fundamental IndexPLUS® AR Strategy Fund, PIMCO Fundamental Advantage Absolute Return Strategy Fund, PIMCO Fundamental IndexPLUS® AR Fund, PIMCO International Fundamental IndexPLUS® AR Strategy Fund, PIMCO International StocksPLUS® AR Strategy Fund (Unhedged), PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar Hedged), PIMCO Small Cap StocksPLUS® AR Strategy Fund, PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® AR Short Strategy Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated March 22, 2013(28) | |||
| (16) |
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(29) | |||
| (17) |
Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO International Fundamental IndexPLUS® AR Strategy Fund, PIMCO RealRetirement® Income and Distribution Fund, PIMCO RealRetirement® 2015 Fund, PIMCO RealRetirement® 2020 Fund, PIMCO RealRetirement® 2025 Fund, PIMCO RealRetirement® 2030 Fund, PIMCO RealRetirement® 2035 Fund, PIMCO RealRetirement® 2040 Fund, PIMCO RealRetirement® 2045 Fund, PIMCO RealRetirement® 2050 Fund and PIMCO Senior Floating Rate Fund dated October 1, 2013(31) | |||
| (18) |
Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, the PIMCO Low Volatility RAFI®-PLUS AR Fund, and the PIMCO Intl Low Volatility RAFI®-PLUS AR Fund dated November 5, 2013(30) | |||
| (19) |
Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO RealRetirement® 2055 Fund dated August 12, 2014(32) | |||
| (20) |
Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO Worldwide Long/Short Fundamental Strategy Fund dated November 5, 2014(32) | |||
| (21) |
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(34) | |||
| (22) |
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(17) | |||
| (23) |
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 Fundamental IndexPLUS® AR Fund, PIMCO International Fundamental IndexPLUS® AR Strategy Fund and PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund dated December 1, 2012(26) | |||
| (24) |
Amended and Restated Sub-Advisory Agreement relating to the PIMCO EM Fundamental IndexPLUS® AR Strategy Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage Absolute Return Strategy Fund, PIMCO Fundamental IndexPLUS® AR Fund, PIMCO International Fundamental IndexPLUS® AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated December 20, 2013(30) |
3
| (25) | Amendment to Amended and Restated Sub-Advisory Agreement relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO Worldwide Long/Short Fundamental
Strategy Fund dated November 5, | |||
| (e) | (1) | Amended and Restated Distribution Contract dated April 1, 2012(22) | ||
| (2) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated August 15, 2012(25) | |||
| (3) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(26) | |||
| (4) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO EM Fundamental IndexPLUS® AR Strategy Fund, PIMCO Fundamental Advantage Absolute Return Strategy Fund, PIMCO Fundamental IndexPLUS® AR Fund, PIMCO International Fundamental IndexPLUS® AR Strategy Fund, PIMCO International StocksPLUS® AR Strategy Fund (Unhedged), PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar Hedged), PIMCO Small Cap StocksPLUS® AR Strategy Fund, PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® AR Short Strategy Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated March 22, 2013(28) | |||
| (5) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(29) | |||
| (6) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, the PIMCO Low Volatility RAFI®-PLUS AR Fund, and the PIMCO Intl Low Volatility RAFI®-PLUS AR Fund dated November 5, 2013(30) | |||
| (7) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO RealRetirement® 2055 Fund dated August 12, 2014(33) | |||
| (8) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO Worldwide Long/Short Fundamental
Strategy Fund dated November 5, | |||
| (9) | Supplement to Amended and Restated Distribution Contract relating to the PIMCO Capital Securities and Financials Fund dated February 24, 2015(34) | |||
| (10) | Form of Sales Agreement(31) | |||
| (11) | Form of Sales Agreement(26) | |||
| (f) | Not Applicable | |||
| (g) | (1) | Custody and Investment Accounting Agreement dated January 1, 2000(6) | ||
| (2) | Amendment to Custody and Investment Accounting Agreement dated June 8, 2001(6) | |||
| (3) | Amendment to Custody and Investment Accounting Agreement dated March 30, 2010(9) | |||
| (h) | (1) | Second Amended and Restated Supervision and Administration Agreement dated April 1, 2012(23) | ||
| (2) | Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated August 15, 2012(25) | |||
| (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(26) |
4
| (4) | Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO EM Fundamental IndexPLUS® AR Strategy Fund, PIMCO Fundamental Advantage Absolute Return Strategy Fund, PIMCO Fundamental IndexPLUS® AR Fund, PIMCO International Fundamental IndexPLUS® AR Strategy Fund, PIMCO International StocksPLUS® AR Strategy Fund (Unhedged), PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar Hedged), PIMCO Small Cap StocksPLUS® AR Strategy Fund, PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund, PIMCO StocksPLUS® Absolute Return Fund, PIMCO StocksPLUS® AR Short Strategy Fund and PIMCO Worldwide Fundamental Advantage AR Strategy Fund dated March 22, 2013(28) | |||
| (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(29) | |||
| (6) | Amendment to the Second Amended and Restated Supervision and Administration Agreement dated October 1, 2013(31) | |||
| (7) | Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, the PIMCO Low Volatility RAFI®-PLUS AR Fund, and the PIMCO Intl Low Volatility RAFI®-PLUS AR Fund dated November 5, 2013(30) | |||
| (8) | Supplement to Second Amended and Restated Supervision and Administration Agreement dated October 1, 2014(32) | |||
| (9) | Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO RealRetirement® 2055 Fund dated August 12, 2014(32) | |||
| (10) | Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Multi-Strategy Alternative Fund and PIMCO Worldwide Long/Short Fundamental Strategy Fund dated November 5, 2014(32) | |||
| (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(34) | |||
| (12) | Fourth Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund dated July 25, 2011(17) | |||
| (13) | Amended and Restated Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund dated July 25, 2011(17) | |||
| (14) | Seventh Amended and Restated Fee Waiver Agreement relating to PIMCO RealRetirement® Income and Distribution Fund, PIMCO RealRetirement® 2015 Fund, PIMCO RealRetirement® 2020 Fund, PIMCO RealRetirement® 2025 Fund, PIMCO RealRetirement® 2030 Fund, PIMCO RealRetirement® 2035 Fund, PIMCO RealRetirement® 2040 Fund, PIMCO RealRetirement® 2045 Fund, PIMCO RealRetirement® 2050 Fund and PIMCO RealRetirement® 2055 Fund dated August 12, 2014(32) | |||
| (15) | Amended and Restated Fee Waiver Agreement relating to the PIMCO Short Asset Investment Fund dated May 25, 2012(27) | |||
| (16) | 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, | |||
| (17) | Amended and Restated Expense Limitation Agreement dated February 23, 2009(17) | |||
| (18) | Amendment to Amended and Restated Expense Limitation Agreement dated February 23, 2010(17) | |||
| (19) | Revised Schedules A and B to Amended and Restated Expense Limitation Agreement dated February 24, 2015(34) | |||
| (20) | Second Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset Fund dated September 26, 2012(27) |
5
| (21) | Second Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset All Authority Fund dated September 26, 2012(27) | |||
| (22) | Fee Waiver Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November 13, 2012(26) | |||
| (23) | Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund dated August 13, 2013(29) | |||
| (24) | Fee Waiver Agreement relating to the PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund dated November 5, 2013(30) | |||
| (25) | Fee Waiver Agreement relating to the PIMCO Multi-Strategy Alternative Fund dated November 5, 2014(33) | |||
| (26) | Amended and Restated Fee Waiver Agreement relating to the PIMCO CommodityRealReturn Strategy Fund (PIMCO Cayman Commodity Fund I Ltd.) dated February 23, 2009(27) | |||
| (27) | Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund (PIMCO Cayman Commodity Fund II, Ltd.) dated February 23, 2009(27) | |||
| (28) | Fee Waiver Agreement relating to the PIMCO CommoditiesPLUS Strategy Fund and PIMCO CommoditiesPLUS Short Strategy Fund (PIMCO Cayman Commodity Fund III, Ltd. and PIMCO Cayman Commodity Fund IV, Ltd.) dated May 7, 2010(27) | |||
| (29) | Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund (PIMCO Cayman Commodity Fund VII, Ltd.) dated May 23, 2011(27) | |||
| (30) | Fee Waiver Agreement relating to the PIMCO TRENDS Managed Futures Strategy Fund (PIMCO Cayman Commodity Fund VIII, Ltd.) dated September 20, 2013(29) | |||
| (31) | Fee Waiver Agreement relating to the PIMCO Capital Securities and Financials Fund (PIMCO Capital Securities Fund (Cayman) Ltd.) dated March 1, 2015(34) | |||
| (32) | PIMCO Cayman Commodity Fund I Ltd. Appointment of Agent for Service of Process(1) | |||
| (33) | PIMCO Cayman Commodity Fund II Ltd. Appointment of Agent for Service of Process(2) | |||
| (34) | PIMCO Cayman Commodity Fund III Ltd. Appointment of Agent for Service of Process(9) | |||
| (35) | PIMCO Cayman Commodity Fund VII, Ltd. Appointment of Agent for Service of Process(18) | |||
| (36) | PIMCO Cayman Commodity Fund VIII, Ltd. Appointment of Agent for Service of Process(29) | |||
| (37) | PIMCO Capital Securities Fund (Cayman) Ltd. Appointment of Agent for Service of Process(34) | |||
| (38) | Transfer Agency and Service Agreement dated October 3, 2008(9) | |||
| (39) | Amendment to the Transfer Agency and Service Agreement dated June 1, 2010(15) | |||
| (40) | Amendment to the Transfer Agency and Service Agreement dated May 1, 2011(17) | |||
| (i) | Opinion and Consent of Counsel(35) | |||
| (j) | Consent of Independent Registered Public Accounting Firm(35) | |||
| (k) | Not Applicable | |||
| (l) | Not Applicable | |||
| (m) | (1) | Distribution and Servicing Plan for Class A Shares(6) | ||
| (2) | Distribution and Servicing Plan for Class B Shares(6) | |||
| (3) | Distribution and Servicing Plan for Class C Shares(6) | |||
| (4) | Distribution and Servicing Plan for Class D Shares(22) | |||
| (5) | Distribution and Servicing Plan for Administrative Class Shares(22) | |||
| (6) | Distribution and Services Plan for Class R Shares(6) | |||
| (7) | Form of Bank Fund Services Agreement (31) | |||
| (8) | Form of Fund Services Agreement(31) | |||
| (n) | Eleventh Amended and Restated Multi-Class Plan Adopted Pursuant to Rule 18f-3 dated April 1, 2012(22) | |||
| (p) | (1) | Revised Code of Ethics for the Registrant(32) | ||
| (2) | Revised Code of Ethics for PIMCO(34) |
6
| (3) | Revised Code of Ethics for Research Affiliates LLC(34) | |||
| (4) |
Revised Code of Ethics for PIMCO Investments LLC(31) | |||
| * |
Power of Attorney(10) | |||
| ** |
Power of Attorney(30) | |||
| *** |
Power of Attorney(36) |
| (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. 153 on April 13, 2009, and incorporated by reference herein. | |
| (5) |
Filed with Post-Effective Amendment No. 157 on June 8, 2009, and incorporated by reference herein. | |
| (6) |
Filed with Post-Effective Amendment No. 160 on July 29, 2009, and incorporated by reference herein. | |
| (7) |
Filed with Post-Effective Amendment No. 165 on August 28, 2009, and incorporated by reference herein. | |
| (8) |
Filed with Post-Effective Amendment No. 167 on October 28, 2009, and incorporated by reference herein. | |
| (9) |
Filed with Post-Effective Amendment No. 173 on May 12, 2010, and incorporated by reference herein. | |
| (10) |
Filed with Post-Effective Amendment No. 177 on July 27, 2010, and incorporated by reference herein. | |
| (11) |
Filed with Post-Effective Amendment No. 178 on August 30, 2010, and incorporated by reference herein. | |
| (12) |
Filed with Post-Effective Amendment No. 181 on November 3, 2010, and incorporated by reference herein. | |
| (13) |
Filed with Post-Effective Amendment No. 183 on February 11, 2011, and incorporated by reference herein. | |
| (14) |
Filed with Amendment No. 243 on March 8, 2011, and incorporated by reference herein. | |
| (15) |
Filed with Post-Effective Amendment No. 187 on March 18, 2011, and incorporated by reference herein. | |
| (16) |
Filed with Post-Effective Amendment No. 191 on April 19, 2011, and incorporated by reference herein. | |
| (17) |
Filed with Post-Effective Amendment No. 210 on July 28, 2011, and incorporated by reference herein. | |
| (18) |
Filed with Post-Effective Amendment No. 213 on August 17, 2011, and incorporated by reference herein. | |
| (19) |
Filed with Amendment No. 279 on August 30, 2011, and incorporated by reference herein. | |
| (20) |
Filed with Post-Effective Amendment No. 222 on January 30, 2012, and incorporated by reference herein. | |
| (21) |
Filed with Post-Effective Amendment No. 226 on March 7, 2012, and incorporated by reference herein. | |
| (22) |
Filed with Post-Effective Amendment No. 228 on April 30, 2012, and incorporated by reference herein. | |
| (23) |
Filed with Post-Effective Amendment No. 229 on May 21, 2012, and incorporated by reference herein. | |
| (24) |
Filed with Post-Effective Amendment No. 230 on May 21, 2012, and incorporated by reference herein. |
7
| (25) |
Filed with Post-Effective Amendment No. 238 on September 5, 2012, and incorporated by reference herein. | |
| (26) |
Filed with Post-Effective Amendment No. 243 on January 29, 2013, and incorporated by reference herein. | |
| (27) |
Filed with Post-Effective Amendment No. 245 on March 15, 2013, and incorporated by reference herein. | |
| (28) |
Filed with Post-Effective Amendment No. 246 on May 14, 2013, and incorporated by reference herein. | |
| (29) |
Filed with Post-Effective Amendment No. 253 on October 30, 2013, and incorporated by reference herein. | |
| (30) |
Filed with Post-Effective Amendment No. 255 on December 30, 2013, and incorporated by reference herein. | |
| (31) |
Filed with Post-Effective Amendment No. 257 on May 30, 2014, and incorporated by reference herein. | |
| (32) |
Filed with Post-Effective Amendment No. 265 on November 7, 2014, and incorporated by reference herein. | |
| (33) |
Filed with Post-Effective Amendment No. 267 on December 15, 2014, and incorporated by reference herein. | |
| (34) |
Filed with Post-Effective Amendment No. 270 on March 6, 2015, and incorporated by reference herein. | |
| (35) |
To be filed by amendment. | |
| (36) |
Filed herein. |
| 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.
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
8
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. 183 on February 11, 2011.
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:
| Name | Business and Other Connections | |
| Amey, Mike |
Managing Director, PIMCO | |
| Anderson, Joshua M. |
Managing Director, PIMCO | |
| Baker, Brian P. |
Managing Director, PIMCO; Director, PIMCO Asia Pte Ltd. and PIMCO Asia Limited (Hong Kong). | |
| Balls, Andrew Thomas |
Managing Director and CIO Global, PIMCO | |
| Benz II, William R. |
Managing Director, PIMCO | |
| Bhansali, Vineer |
Managing Director, PIMCO |
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| Name | Business and Other Connections | |
| Blute, Ryan Patrick |
Managing Director, PIMCO | |
| Bodereau, Philippe |
Managing Director, PIMCO | |
| Bosomworth, Andrew |
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 | |
| Cupps, Wendy W. |
Managing Director, PIMCO | |
| Dawson, Craig A. |
Managing Director, PIMCO; Director, PIMCO Europe Ltd. | |
| 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
| |
| Harris, Brent Richard |
Managing Director and Executive Committee Member, PIMCO. Director and President, StocksPLUS Management, Inc. Trustee, Chairman and President of the Trust, PIMCO Variable Insurance Trust and PIMCO ETF Trust. Trustee, Chairman and Senior Vice President, 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). | |
| Holden, Brent L. |
Managing Director, PIMCO | |
| Horne, Jonathan Lane |
Managing Director, PIMCO | |
| Ivascyn, Daniel J. |
Managing Director and Group Chief Investment Officer, PIMCO | |
| Jacobs IV, Lew W. |
Managing Director and President, 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 |
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| Name | Business and Other Connections | |
| Lown, David C. |
Managing Director, PIMCO | |
| Maisonneuve, Virginie |
Managing Director and CIO Equities, PIMCO. Formerly Head of Global and International Equities/Director, North America at Schroders Plc. | |
| 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 | |
| Ongaro, Douglas J. |
Managing Director, PIMCO | |
| Otterbein, Thomas J. |
Managing Director, PIMCO | |
| Pagani, Lorenzo P. |
Managing Director, PIMCO | |
| Ravano, Emanuele |
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 | |
| Short, Jonathan D. |
Managing Director, PIMCO | |
| Stracke, Christian |
Managing Director, PIMCO | |
| Strelow, Peter G. |
Managing Director, PIMCO. Senior Vice President of the Trust, PIMCO Variable Insurance Trust and PIMCO ETF Trust. President of PIMCO Equity Series and PIMCO Equity Series VIT. | |
| 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 | |
| Worah, Mihir P. |
Managing Director and CIO Real Return and Asset Allocation, PIMCO | |
| Young, Robert O. |
Managing Director, PIMCO |
The address of PIMCO is 650 Newport Center Drive, Newport Beach, CA 92660.
11
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 |
Chief Financial Officer | |
| Harkins, Daniel M. |
Chief Legal Officer | |
| Kalesnik, Vitali |
Head of Equity Research | |
| Larsen, Michael |
Global Head of Strategic Partnerships | |
| Li, Feifei |
Head of Product Research and Management | |
| Smith, Jeffrey |
Chief Compliance Officer | |
| West, John |
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 | ||
| Short, Jonathan D. |
Chairman | None | ||
| Sutherland, Eric M. |
President | 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 | None | ||
| Wolf, Greggory S. |
Vice President | Vice President | ||
| Plump, Steven B. |
Head of Business Management, Vice President |
None | ||
| Johnson, Eric D. |
Vice President | Vice President | ||
| Harry, Seon L. |
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 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,
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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 15th day of May 2015:
| PIMCO FUNDS | ||
| (Registrant) | ||
| By: |
| |
| Peter G. Strelow***, President | ||
| ***By: |
/s/ Douglas P. Dick | |
|
as attorney-in fact | ||
*** Pursuant to power of attorney filed herewith.
