INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, made this 24th day of April, 2009, between
PIMCO ETF Trust (the "Trust"), a Delaware statutory trust, and Pacific
Investment Management Company LLC ("PIMCO"). WHEREAS, the Trust is
registered with the Securities and Exchange Commission ("SEC") as an
open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and WHEREAS, the Trust is authorized
to issue shares of beneficial interest ("Shares") in separate series which
are listed in the attached Schedule A (as amended from time to time), with
each such series representing interests in a separate portfolio of
securities and other assets; and WHEREAS, the Trust desires to retain PIMCO
to render investment advisory and supervisory and administrative services
hereunder with respect to the series listed in Schedule A together with any
other series subsequently established by the Trust, and with respect to
which PIMCO is willing to do so, being herein collectively referred to also
as the "Funds"; and WHEREAS, the Trust engages in the business of investing
and reinvesting the assets of each Fund in the manner and in accordance with
the investment objective and restrictions applicable to that Fund as
specified in the currently effective Prospectus (the "Prospectus") for the
Trust included in the registration statements, as amended from time to time
(the "Registration Statement"), filed by the Trust under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933
(the "1933 Act"); and WHEREAS, pursuant to a Distribution Contract (the
"Distribution Contract"), between the Trust and Allianz Global Investors
Distributors LLC (the "Distributor"), the Funds have employed the Distributor
to serve as principal underwriter for the shares of beneficial interest of the
Trust; and WHEREAS, PIMCO is willing to furnish investment advisory and
supervisory and administrative services and/or to arrange for such services in
the manner and on the terms hereinafter set forth; and NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, the
parties agree as follows:
1. Appointment. The Trust hereby appoints PIMCO to provide the investment
advisory services and to provide or procure the supervisory and administrative
and other services as specified in this Agreement and PIMCO hereby accepts
such appointment.
2. Duties. (a) PIMCO shall, at its expense, (i) employ or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this Agreement and (ii) provide all services, equipment
and facilities necessary to perform its obligations under this Agreement. PIMCO
may from time to time seek research assistance and rely on investment
management resources available to it through its affiliated companies, but in
no case shall such reliance relieve PIMCO of any of its obligations hereunder,
nor shall the Trust be responsible for any additional fees or expenses
hereunder as a result.
3. Investment Advisory Services. (a) PIMCO shall provide to the Trust
investment guidance and policy direction in connection with the management of
the Funds, including oral and written research, analysis, advice, and
statistical and economic data and information. Consistent with the investment
objectives, policies and restrictions applicable to the Trust and its Funds,
PIMCO will determine the securities and other assets to be purchased or sold
or the other techniques to be utilized (including, but not limited to,
securities lending) by each Fund of the Trust and will determine what portion
of each Fund shall be invested in securities or other assets, and what
portion, if any, should be held uninvested. The Trust will have the benefit
of the investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range investment policy
generally available to investment advisory clients of PIMCO. It is understood
that PIMCO will not, to the extent inconsistent with applicable law, use
any material nonpublic information pertinent to investment decisions
undertaken in connection with this Agreement that may be in its possession
or in the possession of any of its affiliates.
(b) As manager of the assets of the Funds, PIMCO shall make investments
for the account of the Funds in accordance with PIMCO's best judgment and
within the investment objectives, policies, and restrictions set forth in
the Prospectus, the 1940 Act, any SEC exemptive relief and the provisions
of the Internal Revenue Code relating to regulated investment companies,
subject to policy decisions adopted by the Trust's Board of Trustees.
(c) PIMCO shall furnish to the Trust's Board of Trustees periodic reports
on the investment performance of the Trust and its Funds and on the
performance of its investment advisory obligations under this Agreement
and shall supply such additional reports and information as the Trust's
officers or Board of Trustees shall reasonably request.
(d) On occasions when PIMCO deems the purchase or sale of a security to be
in the best interest of a Fund as well as other of its clients, PIMCO, to the
extent permitted by applicable law, may aggregate the securities to be so sold
or purchased in order to obtain the best execution of the order or lower
brokerage commissions, if any. PIMCO may also on occasion purchase or sell a
particular security for one or more clients in different amounts. On either
occasion, and to the extent permitted by applicable law and regulations,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by PIMCO in the manner it considers
to be equitable and consistent with its fiduciary obligations to the Trust
and to such other customers.
(e) PIMCO may cause a Fund to pay a broker which provides brokerage and
research services to PIMCO a commission for effecting a securities transaction
in excess of the amount another broker might have charged. Such higher
commissions may not be paid unless PIMCO determines in good faith that the
amount paid is reasonable in relation to the services received in terms of
the particular transaction or PIMCO's overall responsibilities to the Trust
and any other of PIMCO's clients.
(f) PIMCO may itself, or may cause a Fund to, commence, join in, consent
to or oppose the reorganization, recapitalization, consolidation, sale,
merger, foreclosure, liquidation or readjustment of the finances of any person
or the securities or other property thereof, and to deposit any securities or
other property with any protective, reorganization or similar committee.
Without limiting the generality of the foregoing, PIMCO may represent a
Fund on a creditors' (or similar) committee.
(g) PIMCO shall have sole authority to exercise whatever powers the
Trust may possess with respect to any of the assets of a Fund, including,
but not limited to, the right to vote proxies, the power to exercise rights,
options, warrants, conversion privileges and redemption privileges, and to
tender securities pursuant to a tender offer.
4. Supervisory and Administrative Services. Subject to the general
supervision of the Board of Trustees, PIMCO shall provide or cause to be
furnished all supervisory and administrative and other services reasonably
necessary for the operation of the Funds, but not including the distribution
services provided by the Distributor pursuant to its Distribution Contract
with the Trust.
(a) The supervisory and administrative services to be provided by PIMCO
shall include the following:
(i) PIMCO shall supervise and coordinate matters relating to the
operation of the Funds, including the custodian, transfer agent, dividend
disbursing agent, and recordkeeping agent (including pricing and valuation
of the Funds), accountants, attorneys, and other parties performing services
or operational functions for the Funds. In connection with the supervision
of the pricing and valuation of the Funds, PIMCO shall establish such systems
and procedures as are necessary to carry out this function, including systems
and procedures relating to defaulted securities; forensic reporting and
monitoring of securities and derivatives pricing, including checks and
balances against internal models and external pricing services; tracking
and reviewing fair valued securities; supervising pricing vendors; monitoring
for significant events occurring after the close of trading that may affect
the value of portfolio holdings; and establishing net asset value estimation
processes in the event the custodian cannot produce a net asset value for
Shares of a Fund.
(ii) PIMCO shall provide the Funds, at PIMCO's expense, with adequate
personnel, office space, communications facilities, and other facilities
necessary for the effective supervision and administration of the Funds as
contemplated in this Agreement as well as provide the Funds, at PIMCO's
expense, with the services of a sufficient number of persons competent
to perform such supervisory and administrative and clerical functions as
are necessary to ensure compliance with federal securities laws and other
applicable laws.
(iii) PIMCO shall maintain or supervise the maintenance by third parties
of such books and records of the Trust and the Funds as may be required by
applicable federal or state law.
(iv) PIMCO shall prepare or supervise the preparation by third parties
of all federal, state, local, and foreign tax returns and reports of the
Funds required by applicable law.
(v) PIMCO shall prepare, file, and arrange for the distribution of
proxy materials and periodic reports to shareholders of the Funds as
required by applicable law.
(vi) PIMCO shall prepare and arrange for the filing of such
registration statements and other documents with the SEC and other
federal and state or other regulatory authorities as may be required
to register the Shares of the Funds and qualify the Trust to do business
or as otherwise required by applicable law. PIMCO shall maintain
registration of the Funds' Shares in such other jurisdictions as it deems
necessary and appropriate. PIMCO shall maintain a review and certification
program and internal controls and procedures in accordance with relevant
provisions of the Sarbanes Oxley Act of 2002 as applicable to registered
investment companies. PIMCO shall maintain systems necessary to provide or
procure required disclosure in the Funds' registration statements, shareholder
reports, proxy statements, and similar regulatory documents, and Fund proxy
voting information.
(vii) PIMCO shall take such other action with respect to the Funds as may
be required by applicable law, including without limitation the rules and
regulations of the SEC, the Commodity Futures Trading Commission, state
securities commissions and other governmental and regulatory agencies.
Such actions shall include, but are not limited to: establishment and
maintenance of a compliance program in accordance with Rule 38a-1 under
the 1940 Act, support of the Funds' Chief Compliance Officer, and systems
and procedures necessary to effectuate the compliance program.
(viii) PIMCO shall provide the Funds with administrative services to
shareholders, including: the maintenance of a shareholder call center;
the provision of certain statistical information and performance of the
Funds; a web servicing platform and internet website; maintenance of privacy
protection systems and procedures; and oversight of anti-money laundering
monitoring systems and procedures. Notwithstanding the foregoing, PIMCO may
procure or delegate provision of these services to third parties.
(b) Other Services. PIMCO shall also procure on behalf of the Trust and
the Funds, and at the expense of PIMCO, the following persons to provide
services to the Funds: (i) a custodian or custodians for the Funds to
provide for the safekeeping of the Funds' assets; (ii) a recordkeeping
agent to maintain the portfolio accounting records for the Funds; (iii) a
transfer agent for the Funds; and (iv) a dividend disbursing agent for the
Funds. The Trust may be a party to any agreement with any of the persons
referred to in this Section 4(b).
(c) Personnel. PIMCO shall also make its officers and employees available
to the Board of Trustees and officers of the Trust for consultation and
discussions regarding the supervision and administration of the Funds and
services provided to the Funds under this Agreement.
(d) Standards; Reports. In performing these supervisory and
administrative services, PIMCO:
(i) shall conform with the 1940 Act and all rules and regulations
thereunder, with all other applicable federal, state and foreign laws and
regulations, with any applicable procedures adopted by the Trust's Board of
Trustees, and with the provisions of the Trust's Registration Statement filed
on Form N-1A as supplemented or amended from time to time.
(ii) will make available to the Trust, promptly upon request, any of the
Funds' books and records as are maintained under this Agreement, and will
furnish to regulatory authorities having the requisite authority any such
books and records and any information or reports in connection with PIMCO's
services under this Agreement that may be requested in order to ascertain
whether the operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.
(iii) will regularly report to the Trust's Board of Trustees on the
supervisory and administrative services provided under this Agreement and
will furnish the Trust's Board of Trustees with respect to the Funds such
periodic and special reports as the Trustees may reasonably request.
5. Calculation of Fees. In consideration of the services to be
rendered by PIMCO under this Agreement, each Fund of the Trust shall pay
PIMCO a monthly fee on the first business day of each month, based upon the
average daily value (as determined on each business day at the time set forth
in the Prospectus for determining net asset value per share) of the net assets
of the Fund, as applicable, during the preceding month, at the annual rates
provided for in Schedule A, as such Schedule A may be amended from time to
time. If the fees payable to PIMCO pursuant to this Section 5 begin to accrue
before the end of any month or if this Agreement terminates before the end of
any month, the fees for the period from that date to the end of that month or
from the beginning of that month to the date of termination, as the case may
be, shall be pro-rated according to the proportion which the period bears to
the full month in which the effectiveness or termination occurs. For purposes
of calculating the monthly fees, the value of the net assets of each Fund shall
be computed in the manner specified in the Prospectus for the computation of
net asset value. For purposes of this Agreement, a "business day" is any day
the New York Stock Exchange is open for trading.
6. Allocation of Expenses. During the term of this Agreement, PIMCO will
pay all expenses incurred by it in connection with its obligations under
this Agreement, except such expenses as are assumed by the Funds under this
Agreement. In addition, PIMCO shall bear the following expenses under this
Agreement:
(a) Expenses of all audits by Trust's independent public accountants;
(b) Expenses of the Trust's transfer agent, registrar, dividend
disbursing agent, and shareholder recordkeeping services;
(c) Expenses of the Trust's custodial services, including any
recordkeeping services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value of each
Fund's net assets;
(e) Expenses of obtaining Portfolio Activity Reports for each Fund;
(f) Expenses of maintaining the Trust's tax records;
(g) Costs and/or fees, including legal fees, incident to meetings of the
Trust's shareholders, the preparation, printing and mailings of prospectuses,
notices and proxy statements and reports of the Trust to its shareholders,
the filing of reports with regulatory bodies, the maintenance of the Trust's
existence and qualification to do business, the expenses of issuing,
redeeming, registering and qualifying for sale, Shares with federal and state
securities authorities, and the expense of qualifying and listing Shares with
any securities exchange or other trading system;
(h) The Trust's ordinary legal fees, including the legal fees that arise
in the ordinary course of business for a Delaware statutory trust registered
as an open-end management investment company and listed for trading with a
securities exchange or other trading system;
(i) Costs of printing certificates representing Shares of the Trust;
(j) The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums; and
(k) Association membership dues.
The Trust shall bear the following expenses:
(a) Salaries and other compensation or expenses, including travel
expenses, of any of the Trust's executive officers and employees, if any,
who are not officers, directors, shareholders, members, partners or employees
of PIMCO or its subsidiaries or affiliates;
(b) Taxes and governmental fees, if any, levied against the Trust or any
of its Funds;
(c) Brokerage fees and commissions, and other portfolio transaction
expenses incurred for any of the Funds;
(d) Expenses of the Trust's securities lending, including any securities
lending agent fees, as governed by a separate securities lending agreement;
(e) Costs, including the interest expenses, of borrowing money;
(f) Fees and expenses, including travel expenses, and fees and expenses
of legal counsel retained for their benefit, of Trustees who are not
officers, employees, partners, shareholders or members of PIMCO or its
subsidiaries or affiliates;
(g) Extraordinary expenses, including extraordinary legal expenses,
as may arise including expenses incurred in connection with litigation,
proceedings, other claims and the legal obligations of the Trust to indemnify
its trustees, officers, employees, shareholders, distributors, and agents with
respect thereto; and
(h) Organizational and offering expenses of the Trust and the Funds,
and any other expenses which are capitalized in accordance with generally
accepted accounting principles.
7. Effectiveness and Termination.
(a) This Agreement shall become effective with respect to the Funds on
April 24, 2009 (and, with respect to any amendment, or with respect to any
additional fund, the date of the amendment or Supplement hereto) and shall
continue in effect with respect to a Fund for a period of more than two years
from that date (or, with respect to any additional fund, the date of the
Supplement) only so long as the continuance is specifically approved at least
annually
(i) by the vote of a majority of the outstanding voting securities (as defined
in the 0000 Xxx) of the Fund or by the Trust's Board of Trustees and
(ii) by the vote, cast in person at a meeting called for such purpose, of
a majority of the Trust's trustees who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of any such party.
(b) This Agreement may be terminated with respect to a Fund (or any
additional fund) at any time, without the payment of any penalty, by a vote
of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund or by a vote of a majority of the Trust's entire Board
of Trustees on 60 days' written notice to PIMCO or by PIMCO on 60 days'
written notice to the Trust. This Agreement (or any Supplement hereto)
shall terminate automatically in the event of its assignment (as defined
in the 1940 Act).
8. Liability. PIMCO shall give the Trust the benefit of PIMCO's best
judgment and efforts in rendering services under this Agreement. PIMCO may
rely on information reasonably believed by it to be accurate and reliable.
As an inducement for PIMCO's undertaking to render services under this
Agreement, the Trust agrees that neither PIMCO nor its members, officers,
directors, or employees shall be subject to any liability for, or any
damages, expenses or losses incurred in connection with, any act or
omission or mistake in judgment connected with or arising out of any
services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in performance of PIMCO's
duties, or by reason of reckless disregard of PIMCO's obligations and
duties under this Agreement. This provision shall govern only the
liability to the Trust of PIMCO and that of its members, officers,
directors, and employees, and shall in no way govern the liability to
the Trust or PIMCO or provide a defense for any other person including
persons that provide services for the Funds as described in this Agreement.
9. Non-Exclusivity. The services of PIMCO to the Trust under this
contract are not to be deemed exclusive as to PIMCO and PIMCO will be free
to render similar services to other investment companies and other clients.
Except to the extent necessary to perform PIMCO's obligations under this
Agreement, nothing herein shall be deemed to limit or restrict the right of
PIMCO, or any affiliate of PIMCO, or any employee of PIMCO, to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature,
or to render services of any kind to any other corporation, firm, individual
or association.
10. Independent Contractor. PIMCO shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees of the Trust from time
to time, have no authority to act for or represent the Trust in any way or
otherwise be deemed its agent.
11. Use of Name. It is understood that the names "Pacific Investment
Management Company LLC" or "PIMCO" or any derivative thereof or logo
associated with those names and other servicemarks and trademarks owned by
PIMCO and its affiliates are the valuable property of PIMCO and its
affiliates, and that the Trust and/or the Funds may use such names (or
derivatives or logos) only as permitted by PIMCO.
12. Notices. Notices of any kind to be given to PIMCO by the Trust
shall be in writing and shall be duly given if mailed or delivered to PIMCO
at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to such
other address or to such individual as shall be specified by PIMCO. Notices
of any kind to be given to the Trust by PIMCO shall be in writing and shall
be duly given if mailed or delivered to 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000, or to such other address or to such individual as
shall be specified by the Trust.
13. Trust Obligation. A copy of the Trust's Declaration of Trust has
been provided to PIMCO and shall be filed as an exhibit to the Trust's
registration statement, and notice is hereby given that the Agreement has
been executed on behalf of the Trust by an officer of the Trust in his or
her capacity as an officer and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of the Trust
and shall not be binding upon any trustee, officer, or shareholder of the
Trust individually.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
15. Miscellaneous. This Agreement shall be governed by the laws
of the State of California, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, the Investment Advisers Act of
1940, or any rule or order of the SEC thereunder.
(a) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable. To the extent that any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise with regard to any party, hereunder, such provisions
with respect to other parties hereto shall not be affected thereby.
(b) The captions in this Agreement are included for convenience only
and in no way define any of the provisions hereof or otherwise affect their
construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
PIMCO ETF Trust
By: Xxxxx X. Xxxxxx
Title: President
Pacific Investment Management Company LLC
By: Xxxxxxx X. Xxxx
Title: Managing Director
ACKNOWLEGDED:
PIMCO Funds, on behalf of its series
Short-Term Floating NAV Portfolio
By: Xxxxx X. Xxxxxx
Title: President
Schedule A
Schedule to Investment Management Agreement
PIMCO ETF Trust
As of April 24, 2009
Investment Management Fee Rates (%)
Fund Fee
1-3 Year U.S. Treasury Index Fund 0.15
Each Fund may invest in shares of PIMCO Funds: Private Account
Portfolio Series Short-Term Floating NAV Portfolio, a series of PIMCO Funds
("PAPS Short-Term Floating NAV Portfolio"). PAPS Short-Term Floating NAV
Portfolio is offered only to series of the Trust (each an "Investing Fund")
or other series of registered investment companies for which PIMCO serves as
investment adviser. PAPS Short-Term Floating NAV Portfolio does not pay an
investment advisory fee to PIMCO. By investing in the PAPS Short-Term
Floating NAV Portfolio, each Investing Fund agrees that 0.01% of the fee that
each Investing Fund is currently obligated to pay PIMCO as indicated on this
Schedule A, will be designated as compensation for the investment advisory
services PIMCO provides to PAPS Short-Term Floating NAV Portfolio under its
investment advisory contract with PIMCO.
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SUPPLEMENT TO INVESTMENT MANAGEMENT AGREEMENT
PIMCO ETF Trust
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
August 11, 29 as revised October 26, 2009
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: PIMCO 0-1 Year U.S. Treasury Index Fund, PIMCO 1-5 Year U.S. TIPS
Index Fund, PIMCO 3-7 Year U.S. Treasury Index Fund, PIMCO 7-15
Year U.S. Treasury Index Fund, PIMCO 15+ Year U.S. TIPS Index
Fund, PIMCO 15+ Year U.S. Treasury Index Fund, PIMCO 25+ Year
Zero Coupon U.S. Treasury Index Fund, PIMCO Broad U.S. TIPS Index
Fund, PIMCO Enhanced Short Maturity Strategy Fund, PIMCO
Government Limited Maturity Strategy Fund, PIMCO Intermediate
Municipal Bond Strategy Fund, PIMCO Prime Limited Maturity
Strategy Fund and PIMCO Short Term Municipal Bond Strategy Fund
(each a "Fund" and collectively, the "Funds")
Dear Sirs:
As provided in the Investment Management Agreement between PIMCO ETF Trust
(the "Trust") and Pacific Investment Management Company LLC ("PIMCO"), dated
April 24, 2009 (the "Agreement"), the parties may amend the Agreement to add
additional series of the Trust, under the same terms and conditions as set
forth in the Agreement, and at a fee rate set forth in Schedule A to the
Agreement, as may be amended from time to time.
The Trust and PIMCO hereby agree to amend the Agreement as of the date hereof
to add the Funds to Schedule A. The current Schedule A is replaced with the
new Schedule A attached hereto.
The Certificate of Trust, a copy of which is on file in the Office of the
Secretary of State of Delaware, provides that the name "PIMCO ETF Trust"
refers to the trustees under the Certificate of Trust collectively as trustees
and not as individuals or personally, and that no shareholder, trustee,
officer, employee or agent of the Trust shall be subject to claims against or
obligations of the Trust to any extent whatsoever, but that the Trust estate
only shall be liable.
Schedule A
Schedule to Investment Management Agreement
PIMCO ETF Trust
As of August 11, 2009 as revised October 26, 2009
Investment Management Fee Rates (%)
Fund Fee
PIMCO 0-1 Year U.S. Treasury Index Fund 0.15
PIMCO 1-3 Year U.S. Treasury Index Fund 0.15
PIMCO 1-5 Year U.S. TIPS Index Fund 0.20
PIMCO 3-7 Year U.S. Treasury Index Fund 0.15
PIMCO 7-15 Year U.S. Treasury Index Fund 0.15
PIMCO 15+ Year U.S. TIPS Index Fund 0.20
PIMCO 15+ Year U.S. Treasury Index Fund 0.15
PIMCO 25+ Year Zero Coupon U.S. Treasury Index Fund 0.15
PIMCO Broad U.S. TIPS Index Fund 0.20
PIMCO Enhanced Short Maturity Strategy Fund 0.35
PIMCO Government Limited Maturity Strategy Fund 0.25
PIMCO Intermediate Municipal Bond Strategy Fund 0.35
PIMCO Prime Limited Maturity Strategy Fund 0.25
PIMCO Short Term Municipal Bond Strategy Fund 0.35
Each Fund may invest in shares of PIMCO Funds: Private Account
Portfolio Series Short-Term Floating NAV Portfolio, a series of PIMCO Funds
("PAPS Short-Term Floating NAV Portfolio"). PAPS Short-Term Floating NAV
Portfolio is offered only to series of the Trust (each an "Investing Fund")
or other series of registered investment companies for which PIMCO serves as
investment adviser. PAPS Short-Term Floating NAV Portfolio does not pay an
investment advisory fee to PIMCO. By investing in the PAPS Short-Term
Floating NAV Portfolio, each Investing Fund agrees that 0.01% of the fee that
each Investing Fund is currently obligated to pay PIMCO as indicated on this
Schedule A, will be designated as compensation for the investment advisory
services PIMCO provides to PAPS Short-Term Floating NAV Portfolio under its
investment advisory contract with PIMCO.
If the foregoing correctly sets forth the Agreement between the Trust and
PIMCO, please so indicate by signing, dating and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PIMCO ETF Trust
By: /s/ Xxxxx X. Xxxxxx
Title: President
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: /s/ Xxxxxxx X. Xxxx
Title: Managing Director
PIMCO Funds, on behalf of its series
Short-Term Floating NAV Portfolio
By: /s/ Xxxxx X. Xxxxxx
Title: President
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SUPPLEMENT TO INVESTMENT MANAGEMENT AGREEMENT
PIMCO ETF Trust
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
February 23, 2010
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: PIMCO 0-3 Year Banking Sector Corporate Bond Index Fund, PIMCO 1-5 Year High
Yield Corporate Bond Index Fund, PIMCO Banking Sector Corporate Bond Index
Fund, PIMCO Build America Bond Strategy Fund, PIMCO Emerging Markets
Aggregate U.S.$ Denominated Bond Index Fund, PIMCO High Yield Corporate
Bond Index Fund and PIMCO Investment Grade Corporate Bond Index Fund (each a
"Fund" and collectively, the "Funds")
Dear Sirs:
As provided in the Investment Management Agreement between PIMCO ETF Trust
(the "Trust") and Pacific Investment Management Company LLC ("PIMCO"), dated
April 24, 2009 (the "Agreement"), the parties may amend the Agreement to add
additional series of the Trust, under the same terms and conditions as set
forth in the Agreement, and at a fee rate set forth in Schedule A to the
Agreement, as may be amended from time to time.
The Trust and PIMCO hereby agree to amend the Agreement as of the date hereof
to add the Funds to Schedule A. The current Schedule A is replaced with the
new Schedule A attached hereto.
The Certificate of Trust, a copy of which is on file in the Office of the
Secretary of State of Delaware, provides that the name "PIMCO ETF Trust"
refers to the trustees under the Certificate of Trust collectively as trustees
and not as individuals or personally, and that no shareholder, trustee,
officer, employee or agent of the Trust shall be subject to claims against or
obligations of the Trust to any extent whatsoever, but that the Trust estate
only shall be liable.
Schedule A
Schedule to Investment Management Agreement
PIMCO ETF Trust
As of February 23, 2010
Investment Management Fee Rates (%)
Fund Fee
PIMCO 0-1 Year U.S. Treasury Index Fund 0.15
PIMCO 0-3 Year Banking Sector Corporate Bond Index Fund 0.40
PIMCO 1-3 Year U.S. Treasury Index Fund 0.15
PIMCO 1-5 Year High Yield Corporate Bond Index Fund 0.55
PIMCO 1-5 Year U.S. TIPS Index Fund 0.20
PIMCO 3-7 Year U.S. Treasury Index Fund 0.15
PIMCO 7-15 Year U.S. Treasury Index Fund 0.15
PIMCO 15+ Year U.S. TIPS Index Fund 0.20
PIMCO 15+ Year U.S. Treasury Index Fund 0.15
PIMCO 25+ Year Zero Coupon U.S. Treasury Index Fund 0.15
PIMCO Banking Sector Corporate Bond Index Fund 0.40
PIMCO Broad U.S. TIPS Index Fund 0.20
PIMCO Build America Bond Strategy Fund 0.55
PIMCO Emerging Markets Aggregate U.S.$ Denominated
Bond Index Fund 0.65
PIMCO Enhanced Short Maturity Strategy Fund 0.35
PIMCO Government Limited Maturity Strategy Fund 0.25
PIMCO High Yield Corporate Bond Index Fund 0.55
PIMCO Intermediate Municipal Bond Strategy Fund 0.35
PIMCO Investment Grade Corporate Bond Index Fund 0.20
PIMCO Prime Limited Maturity Strategy Fund 0.25
PIMCO Short Term Municipal Bond Strategy Fund 0.35
Each Fund may invest in shares of PIMCO Funds: Private Account
Portfolio Series Short-Term Floating NAV Portfolio, a series of PIMCO Funds
("PAPS Short-Term Floating NAV Portfolio"). PAPS Short-Term Floating NAV
Portfolio is offered only to series of the Trust (each an "Investing Fund")
or other series of registered investment companies for which PIMCO serves as
investment adviser. PAPS Short-Term Floating NAV Portfolio does not pay an
investment advisory fee to PIMCO. By investing in the PAPS Short-Term
Floating NAV Portfolio, each Investing Fund agrees that 0.01% of the fee that
each Investing Fund is currently obligated to pay PIMCO as indicated on this
Schedule A, will be designated as compensation for the investment advisory
services PIMCO provides to PAPS Short-Term Floating NAV Portfolio under its
investment advisory contract with PIMCO.
If the foregoing correctly sets forth the Agreement between the Trust and
PIMCO, please so indicate by signing, dating and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PIMCO ETF Trust
By: /s/ Xxxxx Xxxxxxx
Title: Vice President
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: /s/ Xxxxx X. Xxxxxx
Title: Managing Director
PIMCO Funds, on behalf of its series
Short-Term Floating NAV Portfolio
By: /s/ Xxxxx Xxxxxxx
Title: Vice President
