RULE 22C-2 AGREEMENT
THIS AGREEMENT is entered into as of March 12, 2007, by and between
Allianz Global Investors Distributors LLC ("AGID"), the principal underwriter
for Allianz Funds, PIMCO Funds and Fixed Income Shares (each a "Trust" and,
collectively, the "Trusts") and Security Distributors, Inc. ("Intermediary").
WHEREAS, Intermediary participates in the distribution, servicing or
processing of Shares pursuant to the Intermediary Agreement (as defined below);
and
WHEREAS, AGID and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Agreement in order for the Trusts, AGID and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act") .
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, AGID and Intermediary
hereby agree as follows:
A. SHAREHOLDER INFORMATION
A.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent, upon written request, the taxpayer identification number
("TIN"), the Individual/International Taxpayer Identification Number
("ITIN"), or other government-issued identifier ("GII"), if known, of
any or all Shareholder(s) of the account, the name or other identifier
of any investment professional(s) associated with the Shareholder(s) or
account (if known), and the amount, date and transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of Shares held through an account
maintained by Intermediary during the period covered by the request.
A.1.1. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request,
for which transaction information is sought. Fund Agent may
request transaction information older than 90 days from the
date of the request as it deems necessary to investigate
compliance with policies established or utilized by a Trust or
Fund Agent for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by a
Fund.
If requested by Fund Agent, Intermediary will provide the
information specified in Section A.1 above for each trading
day.
A.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide,
promptly upon request of Fund Agent, the requested information
specified in Section A.1. Intermediary agrees to use its best
efforts to determine promptly whether any specific person
about whom it has received the identification and transaction
information specified in Section A.1 is itself
a "financial intermediary," as that term is defined in Rule
22c-2 (an "Indirect Intermediary") and, upon request of Fund
Agent, promptly either (i) provide (or arrange to have
provided) the information set forth in Section A.1 for those
shareholders who hold an account with an Indirect Intermediary
or (ii) restrict or prohibit the Indirect Intermediary from
purchasing Shares in nominee name on behalf of other persons.
Intermediary additionally agrees to inform Fund Agent whether
it plans to perform (i) or (ii) above. Responses required by
this paragraph must be communicated in writing and in a format
mutually agreed upon by the Parties. To the extent
practicable, the format for any Shareholder and transaction
information provided to Fund Agent should be consistent with
the NSCC Standardized Data Reporting Format.
A.1.3. LIMITATIONS ON USE OF INFORMATION. Fund Agent agrees not to
use the information received hereunder for marketing or any
other similar purpose without the prior written consent of
Intermediary; provided, however, that this provision shall not
limit the use of publicly available information, information
already in the possession of Fund Agent, a Trust or their
affiliates (and not received from Intermediary) at the time
the information is received pursuant to this Amendment or
information which lawfully comes into the possession of Fund
Agent, a Trust or their affiliates from a third party who is
under no duty (contractual or otherwise) of confidentiality.
B. EXECUTION OF TRADING RESTRICTION INSTRUCTIONS
B.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder that has been identified by
Fund Agent as having engaged in transactions in Shares (directly or
indirectly through Intermediary's account) that violate policies
established or utilized by a Trust or Fund Agent for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by a Fund.
B.1.1. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN
or GII, if known, and the specific restriction(s) to be
executed. If the TIN, ITIN or GII is not known, the
instructions must include an equivalent identifying number of
the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
B.1.2. TIMING OF RESPONSE. Intermediary agrees to execute
instructions from Fund Agent as soon as reasonably
practicable, but not later than five (5) business days after
receipt of the instructions by Intermediary.
B.1.3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to Fund Agent that Fund Agent's
instructions to restrict or prohibit trading have been
executed. Intermediary agrees to provide
confirmation as soon as reasonably practicable, but not later
than ten (10) business days after the instructions have been
executed.
C. DEFINITIONS
For purposes of this Agreement, certain terms are used as defined in
the preamble or body of this Agreement. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Funds" shall mean the constituent series of the Trusts, but
for purposes of Section A of this Agreement shall not include Funds
excepted from the requirements of paragraph (a) of Rule 22c-2 by
paragraph (b) of Rule 22c-2.
C.2. The term "Fund Agent" shall mean AGID or such other persons or entities
as may be designated as such by the Trusts for purposes of this
Agreement from time to time.
C.3. The term "Intermediary Agreement" shall mean the Selected Dealer
Agreement, Bank and Bank Affiliated Broker-Dealer Agreement,
Distribution Services Agreement, Shareholder Servicing Agreement, Late
Settlement Agreement, Participation Agreement and/or other similar
agreement(s) relating to transactions in Shares to which Intermediary
or any of Intermediary's predecessors, successors or affiliates is a
party.
C.4. The term "promptly" shall mean as soon as practicable but in no event
later than five (5) business days from Intermediary's receipt of the
request for information from Fund Agent
C.5. The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by a Fund.
C.6. The term "Shareholder" shall have the meaning set forth in Rule 22c-2.
C.7. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Agreement, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. COMPLIANCE MATTERS.
As required by the Intermediary Agreement, Intermediary shall comply
with provisions of the Prospectuses and Statement of Additional Information of
each Trust, and with applicable federal and state securities laws. Among other
things, Intermediary shall be responsible for reasonably assuring that: (a) only
orders to purchase, redeem or exchange Shares received by Intermediary or any
Indirect Intermediary prior to the Valuation Time shall be submitted directly or
indirectly by Intermediary to the Fund or its transfer agent or other applicable
agent for receipt of a price based on the net asset value per Share calculated
for that day in accordance with Rule 22c-1 under the 1940
Act(1); and (b) Intermediary shall cause to be imposed and/or waived applicable
redemption fees only in accordance with the relevant Fund's then current
Prospectuses or Statement of Additional Information and/or as instructed by Fund
Agent. Intermediary further agrees to make reasonable efforts to assist the
Funds and their service providers (including but not limited to Fund Agent) to
detect, prevent and report market timing or excessive short-term trading of
Shares. To the extent Intermediary has actual knowledge of violations of Fund
policies (as set forth in the applicable Fund's then current Prospectuses or
Statement of Additional Information) regarding (i) the timing of purchase,
redemption or exchange orders and pricing of Shares, (ii) market timing or
excessive short-term trading, or (iii) the imposition of redemption fees,
Intermediary agrees to report such known violations to Fund Agent. For purposes
of this provision, the term "Valuation Time" refers to the time as of which the
Shares are valued on each business day, currently the close of regular trading
on the New York Stock Exchange (normally, 4:00 p.m., Eastern Time) on each day
that the New York Stock Exchange is open for business.
E. SCOPE OF AGREEMENT
Intermediary acknowledges and agrees that this Agreement shall apply to
the handling of all transactions in Shares, whether authorized under the
Intermediary Agreement or any other agreement between or among Intermediary and
a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any of
their affiliates, and further acknowledges and agrees that the Intermediary
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
F. EFFECTIVE DATE
This Agreement shall be effective upon its execution hereof or, if
later, upon the effectiveness of the provisions of Rule 22c-2 relating to
agreements with "financial intermediaries" (as such term is defined in Rule
22c-2). Prior to the effective date of this Agreement, AGID and Intermediary
agree that any request made to Intermediary by AGID for shareholder transaction
information, and Intermediary's response to such request, shall be governed by
whatever practices AGID and Intermediary had utilized in the absence of a formal
agreement, if any, to govern such requests.
G. AMENDMENTS TO COMPLY WITH RULE 22C-2
This Agreement may not be amended without written consent of the
parties hereto.
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(1) Orders to purchase, redeem or exchange Fund shares received by Intermediary
subsequent to the Valuation Time on any given day shall receive a price
based on the next determined net asset value per Share in accordance with
Rule 22c-1 under the 1940 Act.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
______________________________
By:
Title:
Legal name of Intermediary:
Security Distributors, Inc.
______________________________
By:
Title: