PIMCO Funds 1
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SELECTED DEALER AGREEMENT
Selected Dealer Agreement between PIMCO Funds Distribution LLC ("Distributor")
and
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("Dealer") dated as of , 2001. NASD CRD #
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WHEREAS, PIMCO Funds: Multi-Manager Series and PIMCO Funds: Pacific Investment
Management Series (each a "Trust" and, collectively, the "Trusts") each has
appointed Distributor as its exclusive agent to sell and distribute each class
of shares of each Fund (each a "Fund" of the applicable Trust) which shares are
distributed by Distributor and sold by a Trust at their offering prices as set
forth in each Trust's Prospectus and as provided in Distributor's Distribution
Contract with respect to such Funds; and
WHEREAS, Distributor and Dealer desire that Dealer participate as a selected
dealer in the distribution of Class A, B and C shares of any and all of the
Funds and of any Funds hereinafter created for either of the Trusts;
NOW, THEREFORE, Distributor and Dealer hereby agree to the following terms and
conditions:
1. Each Trust offers for each Fund three classes of shares covered by this
Agreement - one class which generally bears only a front-end sales charge (the
"Class A Shares"), one class which bears a contingent deferred sales charge (the
"Class B Shares") and one class which is subject to an asset based sales charge
(the "Class C Shares"). The Class A Shares, Class B Shares and Class C Shares
are collectively referred to as the "Shares". Each Trust also offers additional
classes of shares which are not covered by this Agreement.
2. Dealer will offer and sell the Shares only at the public offering prices
which shall be currently in effect, in accordance with the terms of the
applicable then current Prospectus of the applicable Trust. Dealer agrees to act
only as principal in such transactions and shall not have authority to act as an
agent, broker or employee with respect to the applicable Trust, Distributor or
any other dealer in any respect. All orders are subject to acceptance by
Distributor on behalf of such Trust and become effective only upon confirmation
by Distributor on behalf of such Trust.
3. (a) The sales charge applicable to any sale of Class A Shares by Dealer and
the dealer discount applicable to any order from Dealer for the purchase
of Class A Shares accepted by Distributor shall be that percentage of the
applicable public offering price determined as set forth in Exhibit A.
With respect to Class A Shares sold by Dealer, Dealer will be paid by
Distributor a servicing fee equal to the percentage of the aggregate net
asset value of such Class A Shares sold as set forth in Exhibit A.
(b) With respect to Class B Shares sold by Dealer, Dealer will be paid by
Distributor a distribution and a servicing fee equal to the percentage of
the aggregate net asset value of such Class B Shares sold as set forth in
Exhibit A.
(c) With respect to Class C Shares sold by Dealer, Dealer will be paid by
Distributor a distribution and a servicing fee equal to the percentage of
the aggregate net asset value of such Class C Shares sold as set forth in
Exhibit A.
(d) Distributor will pay such distribution and servicing fees to Dealer
quarterly in arrears by the 15th day of the first month of each quarter.
The rates of any sales charge, dealer discount, distribution fee or
servicing fee paid with respect to any shares, including outstanding shares, are
subject to change by Distributor from time to time, upon 10 days' written
notice, and any new orders placed after the effective date of such change will
be subject to the rate(s) in effect at the time of receipt of the order by
Distributor.
Sales charges, discounts, distribution fees or servicing fees to selected
dealers are subject to reductions under a variety of circumstances as may be
described in the Trusts' then current Prospectus. To obtain any such reductions,
Distributor must be notified when the sale takes place which would qualify for
the reduced charge. There is currently no sales charge or selling concession on
purchases of Shares by the reinvestment of dividends.
4. Distributor shall be entitled to any contingent deferred sales charges
("CDSC") on any Shares sold. If, with respect to any Class A, B or C Shares sold
by Dealer, any CDSC is waived for certain partial or complete redemptions as
described in the applicable Trust's Prospectus, then in any such case Dealer
shall remit to Distributor promptly upon notice an amount equal to the
commission or distribution fee paid by Distributor to Dealer on such Shares when
initially sold less an adjustment equal to the payments received by Distributor
on such Shares pursuant to the Plans as defined in Section 12 hereof.
5. As a selected dealer, Dealer is hereby authorized (i) to place orders through
Distributor with the Funds for their Shares to be sold by the Funds to Dealer
subject to the applicable terms and conditions governing the placement and
acceptance of orders and subject to the applicable compensation provisions and
other terms set forth in the Distribution Contracts between the
PIMCO Funds
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Trusts and Distributor and in the Trusts' applicable then current Prospectuses
and Statements of Additional Information, and
(ii) to render Shares directly to the Funds or their agent for redemption
subject to the applicable terms and conditions set forth in said
Distribution Contracts and Prospectuses.
6. Repurchase of Shares will be made at the net asset value of such Shares in
accordance with the applicable then current Prospectus of the applicable Trust
less any applicable CDSC payable to Distributor.
7. Each party hereto represents that it is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") and agrees to
notify the other should it cease to be a member of the NASD and to the automatic
termination of this Agreement at that time. Further, each party hereto agrees to
abide by the Rules of the NASD.
8. This Agreement is in all respects subject to Rule 2830 of the Conduct Rules
of the NASD which shall control any provisions to the contrary in this
Agreement.
9. Dealer agrees:
(a) To purchase Shares only from either Trust through Distributor or only
from Dealer's customers.
(b) To purchase Shares from either Trust only for the purpose of covering
purchase orders already received or for Dealer's bona fide investment.
(c) That Dealer will not purchase any Shares from Dealer's customers at
prices lower than the redemption or repurchase prices next quoted by
the Fund. Dealer shall be permitted to sell Shares for the account of
its record owners to the Funds at the repurchase prices currently
established for such Shares.
(d) That Dealer will not intentionally withhold placing customers' orders
for Shares so as to profit Dealer as a result of such withholding.
10. Distributor, as agent for each Trust, shall not accept from Dealer any
conditional orders for Shares. Delivery of certificates, if any, for Shares
purchased shall be made by a Fund only against receipt of the purchase price. If
payment for the Shares purchased and all necessary applications and documents
required by the applicable Trust or Distributor are not received within five
business days or such shorter time as may be required by law, the sale may be
cancelled forthwith without any responsibility or liability on Distributor's
part or on the part of the applicable Trust (in which case Dealer will be
responsible for any loss, including loss of profit, suffered by a Fund resulting
from Dealer's failure to make payments or provide documents as aforesaid), or,
at Distributor's option, Distributor may cause the Shares ordered to be redeemed
by the relevant Fund (in which case Distributor may hold Distributor responsible
for any loss).
11. Dealer will not offer or sell any of the Shares except under circumstances
that will result in compliance with the applicable federal and state securities
laws and, in connection with sales and offers to sell Shares, Dealer will
furnish to each person to whom any such sale or offer is made a copy of the
applicable then current Prospectus of the applicable Trust. Distributor shall be
under no liability to Dealer except for lack of good faith and for obligations
expressly assumed by Distributor herein. Notice and other applicable filings for
Shares of the Funds in various states is the responsibility of PIMCO Advisors
L.P., or one of its affiliates, and any printed information which Distributor
furnishes Dealer other than the Prospectuses and period reports, is
Distributor's sole responsibility and not the responsibility of the respective
Funds, and Dealer agrees that the Funds shall have no liability or
responsibility to Dealer to these respects. Nothing herein contained, however,
shall be deemed to be a condition, stipulation or provision binding any persons
acquiring any security to waive compliance with any provision of the Securities
Act of 1933, or of the Rules and Regulations of the Securities and Exchange
Commission or to relieve the parties hereto from any liability arising under the
Securities Act of 1933. Dealer will use its best efforts in the development and
promotion of sales of Shares and will be responsible for the proper instruction
and training of all sales personnel employed by it. Dealer will, upon request,
from time to time supply Distributor with a list of the names and addresses of
Dealer's client who are shareholders of any Fund.
12. So long as Distributor is the sole principal underwriter of the Trusts and
this Agreement remains in effect, Distributor agrees to pay Dealer each quarter
a distribution and/or service fee at annual rates as set forth in Exhibit A,
applied to the average daily net assets of each class of each Fund in such
quarter with respect to the Shares of each such class of each Fund which are
held in accounts by Dealer. The fee will be accrued daily as of each business
day and paid quarterly in arrears by the 15th day of each quarter; provided,
however, that such fee will be paid only upon receipt by Distributor of such
distribution and service fees paid by the applicable Trust. Such fee will be
paid by Distributor to Dealer only out of such Trust's applicable distribution
and service fees paid pursuant to the distribution and servicing plans (the
"Plans") adopted by each Trust pursuant to Rule 12b-I ("Rule 12b-I") under the
Investment Company Act of 1940 (the "Act") in consideration of Dealer furnishing
distribution and client services hereunder with respect to each such Fund and
its shareholders. Any such payments made pursuant to this Section 12 shall be
subject to the following terms and conditions:
(a) Any such payment shall be in such amounts as Distributor may from time
to time advise Dealer in writing but in any event not in excess of the
amounts permitted by the applicable Plans. Any such payments shall be
in addition to any dealer discount or sales commission allowed to
Dealer pursuant to this Agreement.
(b) The provisions of this Section 12 relate to the Plans. In accordance
with Rule 12b-I, any person authorized to direct the disposition of
monies paid or payable by a Trust pursuant to this Section 12 shall
provide the
PIMCO Funds 3
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applicable Trust's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
(c) Dealer shall provide to Distributor and any applicable Trust each
calendar quarter such information as shall reasonably be requested by the
Trustees of such Trust with respect to the fee paid to the Dealer
pursuant to this Section 12.
(d) Dealer will permit representatives of each Trust and Distributor
reasonable access to its personnel and its records to enable them to
monitor the quality of services being provided by Dealer pursuant to this
Agreement. Dealer shall promptly deliver to the Boards of Trustees of the
Trusts such information as is reasonably necessary to permit either Board
of Trustees to make an informed determination whether to continue the
Plans or any of them or this Section 12.
(e) The provisions of this Section 12 applicable to each Fund shall remain in
effect for not more than a year and thereafter for successive annual
periods only so long as such continuance is specifically approved by the
Trustees of the applicable Trust at least annually in conformity with the
Plans, Rule 12b-I and the Act. In the event of the assignment (as defined
by the Act) of this Agreement or in the event any Plan terminates, is not
continued or ceases to remain in effect, then the provisions of this
Section 12 shall automatically terminate with respect to the Shares
covered by such assignment or such terminated Plan. This Section 12 may
be terminated at any time with respect to any Fund without payment of any
penalty, by vote of a majority of the Independent Trustees of the
applicable Trust (as defined in the respective Plan or Plans) or by vote
of a majority of the outstanding voting securities of such Fund on not
more than 60 days' written notice to the parties to this Agreement. In
addition, the provisions of this Section 12 may be terminated at any
time, without penalty, by either party with respect to any Fund on not
more than 60 days' nor less than 30 days' written notice delivered or
mailed by registered mail, postage paid, to the other party.
13. No person is authorized to make any representations concerning Shares of the
Funds except those contained in the applicable then current Prospectus and
Statement of Additional Information and printed information issued by the
applicable Trust or by Distributor as information supplemental to the
Prospectus. Distributor shall supply Prospectuses at no cost to Dealer and
reasonable quantities of supplemental sales literature, sales bulletins and
additional information as issued. Dealer agrees not to use other advertising or
sales material relating to the Funds, unless approved in writing by Distributor
in advance of such use. Any printed information furnished by Distributor other
than the applicable then current Prospectus and Statement of Additional
Information relating to the Shares of the applicable Trust, periodic reports and
proxy solicitation materials are Distributor's sole responsibility and not the
responsibility of such Trust, and Dealer agrees that the Trusts shall have no
liability or responsibility to Dealer in these respects unless expressly assumed
in connection therewith.
14. Either party may cancel this Agreement by giving 30 days' written notice to
the other party. Any notice under this Agreement shall be in writing and shall
be deemed to have been given on the date on which it was either delivered
personally to the other party or any officer or partner thereof, or was mailed
postpaid or sent by facsimile transmission (with machine confirmation) or
delivered to a telegraph office for transmission to the other party at its
address as shown below:
PIMCO Funds Distributors LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Dealer:
15. Exhibit A of this Agreement may be amended from time to time by Distributor
upon 10 days' written notice to Dealer.
16. WRAP Programs:
(a) Dealer is the broker for one or more wrap fee programs where Dealer is
paid a single, inclusive fee for brokerage and investment management service
(each a "Program" and, collectively, the "Programs"). Dealer desires to have its
clients in the Programs (each a "Program Client" and, collectively, "Program
Clients") acquire Class A shares of the Funds (the "shares" or the "Class A
shares") at the net asset value thereof without any sales charge.
(b) Dealer may, subject to Distributor's approval, maintain either (i) one
omnibus account per Fund per Program for the Program Clients of such Program or
(ii) one account per Fund per Program Client provided each such account is a
Level 1 or Level 3 account on National Securities Clearing Corporation's
FundServ System. This Section applies only to Class A shares of the Funds but
"Funds" shall include all presently existing Funds and those created after the
date hereof.
(c) When an account has been established after approval by Distributor,
Dealer may purchase and sell to the Program Clients covered by such account
Class A shares of the Funds at net asset value (without any sales charges on
purchases or contingent deferred sales charges on sales) upon the instructions
of Dealer and all in accordance with the terms of this Section, the prospectus
of the Funds as amended from time to time and the terms of Distributor's
distribution contract with the Funds, as amended from time to time.
Notwithstanding the foregoing, the waiver of contingent deferred sales charges
on sales is conditioned upon the Dealer providing Distributor on each business
day separately for each account the purchase, sale and exchange orders for such
PIMCO Advisors Funds 4
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day. Dealer shall not permit any affiliate to prepare, use or distribute
brochures, written materials or advertising in any form that refers to sales of
the Funds as "no-load," except that in brochures relating to any Program it may
refer to the Funds as available at net asset value and subject to a service fee
if the brochure also clearly reflects that, although such Class A shares are
available at net asset value through such Program, the clients of such Program
will be charged a fee in connection with such Program.
(d) Dealer hereby confirms that it maintains in its files proper Program
Client authorization to exercise full and continuing authority with regard to
the transactions contemplated hereby and with regard to withdrawing and
transferring funds on behalf of each Program Client. Dealer has examined such
documents and is satisfied that they are authentic and were properly authorized
and duly executed and delivered to Dealer by the Program Clients or the
designated agents thereof.
(e) Dealer's authorization to act on behalf of each Program Client shall be
continuing and unqualified and remain in full force and effect until Distributor
receives written notice of revocation from Dealer and/or the respective Program
Client. Such revocation, however, shall not affect any liability in any way
resulting from transactions initiated prior to Distributor's receipt of such
notice. Likewise, all indemnities contained herein shall survive termination of
Dealer's authorization to act on behalf of the Plans.
(f) it is understood no broker/dealer involved in the sale of shares of the
Funds to any Program Client shall be entitled to any sales commissions, discount
or other concession in connection with such sales but shall be entitled to
receive any service fees otherwise payable with respect thereto to the extent
provided from time to time in the applicable Fund's Prospectus and/or Statement
of Additional Information.
17. This Agreement may be amended at any time by mutual written agreement of the
parties. If in the future any Trust offers one or more additional classes of
shares, the Distributor may amend this Agreement on 10 days' notice to insert
provisions relating to such class(es). This Agreement shall inure to the benefit
of the successors and assigns or either party hereto, provided, however, that
Dealer may not assign this Agreement without the prior written consent of
Distributor.
18. This Agreement shall be construed in accordance with the laws of the State
of Connecticut. Any disputes between the parties hereto arising in connection
with this Agreement shall be submitted to arbitration in accordance with the
Code of Arbitration Procedure of the National Association of Securities Dealers,
Inc., or similar rules or code as in effect at the time of the submission of any
such dispute.
19. This Agreement shall be binding upon both parties hereto when executed by
both parties and supersedes any prior agreement or understanding between
Distributor and Dealer with respect to the sale of Shares of any of the Funds of
either Trust.
PIMCO Funds Distributors LLC
By:
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Title:
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Dealer
By:
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Title:
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PIMCO Funds Exhibit A
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SCHEDULES FOR SALES CHARGES AND COMMISSIONS
Schedule
FUND NAME Class A Class B Class C
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Allianz Emerging Markets A1 B1 C1
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Allianz Europe Growth A1 B1 C1
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Allianz New Asia Fund A1 B1 C1
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Allianz Select International A1 B1 C1
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Allianz Select World A1 B1 C1
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Asset Allocation 30/70 A2 B1 C1
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Asset Allocation 60/40 A1 B1 C1
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Asset Allocation 90/10 A1 B1 C1
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California Intermediate
Municipal Bond A5 na na
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California Muncipal Bond A5 na na
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Capital Appreciation A1 B1 C1
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Convertible A2 B1 C1
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Emerging Markets Bond A2 B1 C1
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Equity Income A1 B1 C1
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Foreign Bond A2 B1 C1
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Global Bond II A2 B1 C1
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Global Innovation A1 B1 C1
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Growth A1 B1 C1
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Growth & Income A1 B1 C1
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Healthcare Innovation A1 B1 C1
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High Yield A2 B1 C1
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Innovation A1 B1 C1
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International A1 B1 C1
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Long-Term U.S. Government A2 B1 C1
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Low Duration A3 B1 C2
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Mid-Cap A1 B1 C1
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Money Market A5 B2 C4
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Municipal Bond A3 B1 C2
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New York Municipal Bond A6 na na
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Opportunity A1 B1 C1
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Real Return Bond A3 B1 C2
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Renaissance A1 B1 C1
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Select Growth A1 B1 C1
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Short-Term A4 B2 C3
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Small-Cap Value A1 B1 C1
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StocksPLUS A3 B1 C2
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Strategic Balanced A2 B1 C1
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Target A1 B1 C1
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Tax-Efficient Equity A1 B1 C1
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Total Return A2 B1 C1
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Total Return Mortgage A2 B1 C1
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Value A1 B1 C1
Exhibit A
PIMCO Funds (continued)
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SALES CHARGES, COMMISSIONS, DEALER DISCOUNTS AND FEES
CLASS A SHARES (Front-End Sales Charge)
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Schedule A1
AGGREGATE SALES DISCOUNT OR
PURCHASE AMOUNT CHARGE COMMISSION
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$0-$49,999 5.50% 4.75%
$50,000-$99,999 4.50% 4.00%
$100,000-$249,999 3.50% 3.00%
$250,000-$499,999 2.50% 2.00%
$500,000-$999,999 2.00% 1.75%
$1,000,000+ 0.00%* see note
Note: Commission on sales of $1 million: 0.75% on the first $2 million, plus
0.50% on amounts from $2 million-$5 million, plus 0.25% on amounts over
$5 million, paid at time of sale.
Schedule A2
AGGREGATE SALES DISCOUNT OR
PURCHASE AMOUNT CHARGE COMMISSION
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$0-$49,999 4.50% 4.00%
$50,000-$99,999 4.00% 3.50%
$100,000-$249,999 3.50% 3.00%
$250,000-$499,999 2.50% 2.00%
$500,000-$999,999 2.00% 1.75%
$1,000,000+ 0.00%* see note
Note: Commission on sales of $1 million: 0.50% on the first $2 million, plus
0.25% on amounts over $2 million, paid at time of sale.
Schedule A3
AGGREGATE SALES DISCOUNT OR
PURCHASE AMOUNT CHARGE COMMISSION
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$0-$49,999 3.00% 2.50%
$50,000-$99,999 2.50% 2.00%
$100,000-$249,999 2.00% 1.75%
$250,000-$499,999 1.50% 1.25%
$500,000-$999,999 1.25% 1.00%
$1,000,000+ 0.00% see note
Note: Commission on sales of $1 million: 0.50% on the first $2 million, plus
0.25% on amounts over $2 million, paid at time of sale.
Schedule A4
AGGREGATE SALES DISCOUNT OR
PURCHASE AMOUNT CHARGE COMMISSION
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$0-$49,999 2.00% 1.75%
$50,000-$99,999 1.75% 1.50%
$100,000-$249,999 1.50% 1.25%
$250,000+ 0.00%* see note
Note Commission on sales of $250,000+: 0.25%, paid at time of sale.
Schedule A5
AGGREGATE SALES DISCOUNT OR
PURCHASE AMOUNT CHARGE COMMISSION
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$0-$49,999 3.00% 2.75%
$50,000-$99,999 2.00% 1.75%
$100,000-$249,999 1.00% 0.90%
$250,000+ 0.00%* see note
Note: Commission on sales of $250,000+: annual rate of 0.25%, paid in quarterly
installments.
Schedule A6
No sales charge applies to purchases of Class A shares of the Money Market Fund.
At the time shares of the Money Market Fund on which no sales charge has been
paid are exchanged for shares of another Fund, a sales charge applies applicable
to that other Fund.
Servicing Fee (trailer)**
Money Market Fund 0.10%
All Other Funds 0.25%
CLASS B SHARES (Back-End Sales Charge)
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Allowable purchase: Up to $249,999
Schedule B1
Commission
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PAID AT THE TIME OF SALE 4.00%
Servicing Fee (trailer)
Starting after one year** 0.25%
CONTINGENT DEFERRED SALES CHARGE First year: 5%; second year: 4%;
third and fourth years: 3%; fifth
year: 2%; sixth year: 1%.
B shares convert to A shares after
the seventh year.
Schedule B2
Funds do not offer B Shares for initial purchase; purchase by exchange only.
CLASS C SHARES (Level Load Sales Charge)
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Allowable purchase: Up to $999,999
Schedule C1
SERVICE DISTRIBUTION TOTAL
FEE FEE*** FEE
--- ------ ---
Paid at the time of sale 0.25% 0.75% 1.00%
Servicing Fees (trailer)** 0.25% 0.55% 0.90%
Schedule C2
SERVICE DISTRIBUTION TOTAL
FEE FEE*** FEE
--- ------ ---
Paid at the time of sale 0.25% 0.50% 0.75%
Servicing Fees (trailer)** 0.25% 0.45% 0.70%
Schedule C3
SERVICE DISTRIBUTION TOTAL
FEE FEE*** FEE
--- ------ ---
Paid at the time of sale 0.25% 0.30% 0.55%
Servicing Fees (trailer)** 0.25% 0.25% 0.50%
Schedule C4
SERVICE DISTRIBUTION TOTAL
FEE FEE FEE
--- ------ ---
Paid at the time of sale 0.00% 0.00% 0.00%
Servicing Fees (trailer)** 0.10% 0.00% 0.10%
At the time shares of the Money Market Fund on which no fee has been paid are
exchanged for shares of another Fund, the Distributor will pay the distribution
and servicing fees described above applicable to that other Fund.
* 1% CDSC applies for 18 months.
** Paid with respect to shares outstanding for one year or more as long as
shares continue outstanding. Subject to any applicable limitations of the
National Association of Securities Dealers, Inc.
THE FOREGOING IS SUBJECT TO AMENDMENT FROM TIME TO TIME IN THE TRUST(S) CURRENT
PROSPECTUS(ES), SHAREHOLDER GUIDE, AND/OR STATEMENT OF ADDITIONAL INFORMATION.