[Federal Register Volume 79, Number 170 (Wednesday, September 3, 2014)]
[Notices]
[Pages 52385-52403]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-20874]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72937; File No. SR-NYSEArca-2014-89]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of Shares 
of Eight PIMCO Exchange-Traded Funds Under NYSE Arca Equities Rule 
8.600

August 27, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on August 15, 2014, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): PIMCO 
StocksPLUS[supreg] Absolute Return Exchange-Traded Fund, PIMCO Small 
Cap StocksPLUS[supreg] AR Strategy Exchange-Traded Fund, PIMCO 
Fundamental IndexPLUS[supreg] AR Exchange-Traded Fund, PIMCO Small 
Company Fundamental IndexPLUS[supreg] AR Strategy Exchange-Traded Fund, 
PIMCO EM Fundamental IndexPLUS[supreg] AR Strategy Exchange-Traded 
Fund, PIMCO International Fundamental IndexPLUS[supreg] AR Strategy 
Exchange-Traded Fund, PIMCO EM StocksPLUS[supreg] AR Strategy Exchange-
Traded Fund, and PIMCO International StocksPLUS[supreg] AR Strategy 
Exchange-Traded Fund (Unhedged). The text of the proposed rule change 
is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change

[[Page 52386]]

and discussed any comments it received on the proposed rule change. The 
text of those statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant parts of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Equities Rule 8.600,\4\ which governs the 
listing and trading of Managed Fund Shares: \5\ PIMCO 
StocksPLUS[supreg] Absolute Return Exchange-Traded Fund (``StocksPLUS 
AR Fund''), PIMCO Small Cap StocksPLUS[supreg] AR Strategy Exchange-
Traded Fund (``Small Cap StocksPLUS AR Fund''), PIMCO Fundamental 
IndexPLUS[supreg] AR Exchange-Traded Fund (``Fundamental IndexPLUS 
Fund''), PIMCO Small Company Fundamental IndexPLUS[supreg] AR Strategy 
Exchange-Traded Fund (``Small Company Fundamental IndexPLUS Fund''), 
PIMCO EM Fundamental IndexPLUS[supreg] AR Strategy Exchange-Traded Fund 
(``EM Fundamental IndexPLUS Fund''), PIMCO International Fundamental 
IndexPLUS[supreg] AR Strategy Exchange-Traded Fund (``International 
Fundamental IndexPLUS Fund''), PIMCO EM StocksPLUS[supreg] AR Strategy 
Exchange-Traded Fund (``EM StocksPLUS Fund''), and PIMCO International 
StocksPLUS[supreg] AR Strategy Exchange-Traded Fund (Unhedged) 
(``International StocksPLUS Fund''), each also referred to as a 
``Fund'' and collectively referred to as the ``Funds.'' The Shares will 
be offered by PIMCO ETF Trust (the ``Trust''), a statutory trust 
organized under the laws of the State of Delaware and registered with 
the Commission as an open-end management investment company.\6\
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    \4\ The Commission has previously approved the listing and 
trading on the Exchange of other actively managed funds under Rule 
8.600. See, e.g., Securities Exchange Act Release Nos. 60981 
(November 10, 2009), 74 FR 59594 (November 18, 2009) (SR-NYSEArca-
2009-79) (order approving Exchange listing and trading of five fixed 
income funds of the PIMCO ETF Trust); 66321 (February 3, 2012), 77 
FR 6850 (February 9, 2012) (SR-NYSEArca-2011-95) (order approving 
listing and trading of PIMCO Total Return Exchange Traded Fund); 
66670 (March 28, 2012), 77 FR 20087 (April 3, 2012) (SR-NYSEArca-
2012-09) (order approving listing and trading of PIMCO Global 
Advantage Inflation-Linked Bond Strategy Fund).
    \5\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
    \6\ The Trust is registered under the 1940 Act. On January 27, 
2014, the Trust filed an amendment to its registration statement on 
Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) (``1933 
Act'') and the 1940 Act relating to the Funds (File Nos. 333-155395 
and 811-22250) (the ``Registration Statement''). The description of 
the operation of the Trust and the Funds herein is based, in part, 
on the Registration Statement. In addition, the Commission has 
issued an order granting certain exemptive relief to the Trust under 
the 1940 Act. See Investment Company Act Release No. 28993 (November 
10, 2009) (File No. 812-13571) (``Exemptive Order'').
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    The investment manager to the Funds will be Pacific Investment 
Management Company LLC (``PIMCO'' or the ``Adviser''). Research 
Affiliates, LLC (``Research Affiliates'' or the ``Sub-Adviser''), will 
be the sub-adviser with respect to the Fundamental IndexPLUS Fund, 
Small Company Fundamental IndexPLUS Fund, EM Fundamental IndexPLUS 
Fund, and the International Fundamental IndexPLUS Fund. PIMCO 
Investments LLC will serve as the distributor for the Funds 
(``Distributor''). State Street Bank & Trust Co. will serve as the 
custodian and transfer agent for the Funds (``Custodian'' or ``Transfer 
Agent'').
    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio.\7\ In addition, 
Commentary .06 further requires that personnel who make decisions on 
the open-end fund's portfolio composition must be subject to procedures 
designed to prevent the use and dissemination of material nonpublic 
information regarding the open-end fund's portfolio. The Adviser is not 
registered as a broker-dealer, but is affiliated with a broker-dealer, 
and will implement a ``fire wall'' with respect to such broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to the Funds' portfolios. The Sub-Adviser is not 
registered as a broker-dealer or affiliated with a broker-dealer. If 
PIMCO elects to hire a sub-adviser for a Fund that is also affiliated 
with a broker-dealer, such sub-adviser will implement a fire wall with 
respect to such broker-dealer regarding access to information 
concerning the composition and/or changes to that Fund's portfolio.
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    \7\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violations, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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    In the event (a) the Adviser or Sub-Adviser becomes registered as a 
broker-dealer or newly affiliated with a broker-dealer, or (b) any new 
adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, it will implement a fire wall with 
respect to its relevant personnel or its broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to a portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio.
Characteristics of the Funds \8\
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    \8\ Many of the investment strategies of the Funds are 
discretionary, which means that PIMCO can decide from time to time 
whether to use them or not.
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    According to the Registration Statement, in selecting investments 
for each Fund, PIMCO will develop an outlook for interest rates, 
currency exchange rates and the economy, will analyze credit and call 
risks, and will use other investment selection techniques. The 
proportion of each Fund's assets committed to investment in securities 
with particular characteristics (such as quality, sector, interest rate 
or maturity) will vary based on PIMCO's outlook for the U.S. economy 
and the economies of other countries in the world, the financial 
markets and other factors.
    With respect to each Fund, in seeking to identify undervalued 
currencies,

[[Page 52387]]

PIMCO may consider many factors, including, but not limited to, longer-
term analysis of relative interest rates, inflation rates, real 
exchange rates, purchasing power parity, trade account balances and 
current account balances, as well as other factors that influence 
exchange rates such as flows, market technical trends and government 
policies. With respect to fixed income investing, PIMCO will attempt to 
identify areas of the bond market that are undervalued relative to the 
rest of the market. PIMCO will identify these areas by grouping fixed 
income investments into sectors such as money markets, governments, 
corporates, mortgages, asset-backed and international. Sophisticated 
proprietary software will then assist in evaluating sectors and pricing 
specific investments. Once investment opportunities are identified, 
PIMCO will shift assets among sectors depending upon changes in 
relative valuations, credit spreads and other factors.
Fixed Income Instruments
    Among other investments described in more detail herein, each Fund 
may invest in Fixed Income Instruments, which include:
     Securities issued or guaranteed by the U.S. Government, 
its agencies or government-sponsored enterprises (``U.S. Government 
Securities'');
     corporate debt securities of U.S. and non-U.S. issuers, 
including convertible securities and corporate commercial paper; \9\
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    \9\ With respect to each Fund, while non-emerging markets 
corporate debt securities (excluding commercial paper) generally 
must have $100 million or more par amount outstanding and 
significant par value traded to be considered as an eligible 
investment for a Fund, at least 80% of issues of such securities 
held by a Fund must have $100 million or more par amount outstanding 
at the time of investment. See also note 25, infra, regarding 
emerging market corporate debt securities.
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     mortgage-backed and other asset-backed securities; \10\
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    \10\ Mortgage-related and other asset-backed securities include 
collateralized mortgage obligations (``CMOs''), commercial mortgage-
backed securities, mortgage dollar rolls, CMO residuals, stripped 
mortgage-backed securities and other securities that directly or 
indirectly represent a participation in, or are secured by and 
payable from, mortgage loans on real property. A to-be-announced 
(``TBA'') transaction is a method of trading mortgage-backed 
securities. In a TBA transaction, the buyer and seller agree upon 
general trade parameters such as agency, settlement date, par amount 
and price. The actual pools delivered generally are determined two 
days prior to the settlement date.
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     inflation-indexed bonds issued both by governments and 
corporations; \11\
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    \11\ Inflation-indexed bonds (other than municipal inflation-
indexed bonds and certain corporate inflation-indexed bonds) are 
fixed income securities whose principal value is periodically 
adjusted according to the rate of inflation (e.g., Treasury 
Inflation Protected Securities (``TIPS'')). Municipal inflation-
indexed securities are municipal bonds that pay coupons based on a 
fixed rate plus the Consumer Price Index for All Urban Consumers 
(``CPI''). With regard to municipal inflation-indexed bonds and 
certain corporate inflation-indexed bonds, the inflation adjustment 
is reflected in the semi-annual coupon payment.
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     structured notes, including hybrid or ``indexed'' 
securities, and event-linked bonds,\12\ subject to a limitation of 20% 
of a Fund's total assets invested in such instruments;
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    \12\ The Funds may obtain event-linked exposure by investing in 
``event-linked bonds'' or ``event-linked swaps'' or by implementing 
``event-linked strategies.'' Event-linked exposure results in gains 
or losses that typically are contingent, or formulaically related to 
defined trigger events. Examples of trigger events include 
hurricanes, earthquakes, weather-related phenomena, or statistics 
relating to such events. Some event-linked bonds are commonly 
referred to as ``catastrophe bonds.'' If a trigger event occurs, a 
Fund may lose a portion or its entire principal invested in the bond 
or notional amount on a swap.
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     bank capital and trust preferred securities; \13\
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    \13\ There are two common types of bank capital: Tier I and Tier 
II. Bank capital is generally, but not always, of investment grade 
quality. Tier I securities are typically exchange-traded and often 
take the form of trust preferred securities. Tier II securities are 
commonly thought of as hybrids of debt and preferred stock. Tier II 
securities are typically traded over-the-counter, are often 
perpetual (with no maturity date), callable and, under certain 
conditions, allow for the issuer bank to withhold payment of 
interest until a later date. However, such deferred interest 
payments generally earn interest.
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     loan participations and assignments,\14\ subject to a 
limitation of 20% of a Fund's total assets invested in such 
instruments;
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    \14\ The Funds may invest in fixed- and floating-rate loans, 
which investments generally will be in the form of loan 
participations and assignments of portions of such loans.
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     delayed funding loans and revolving credit facilities;
     bank certificates of deposit, fixed time deposits and 
bankers' acceptances;
     repurchase agreements on Fixed Income Instruments and 
reverse repurchase agreements on Fixed Income Instruments; \15\
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    \15\ A repurchase agreement involves the Fund purchasing a 
security from a bank or broker-dealer, which agrees to purchase the 
security at the Fund's cost plus interest within a specified time. 
Repurchase agreements maturing in more than seven days and which may 
not be terminated within seven days at approximately the amount at 
which the Fund has valued the agreements will be considered illiquid 
securities. Reverse repurchase agreements, which involves the sale 
of a security by the Fund and its agreement to repurchase the 
instrument at a specified time and price, are subject to the Fund's 
limitations on borrowings. The Fund will segregate or ``earmark'' 
assets determined to be liquid by PIMCO in accordance with 
procedures established by the Board to cover its obligations under 
reverse repurchase agreements.
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     debt securities issued by states or local governments and 
their agencies, authorities and other government-sponsored enterprises 
(``Municipal Bonds'');
     obligations of non-U.S. governments or their subdivisions, 
agencies and government-sponsored enterprises; and
     obligations of international agencies or supranational 
entities.
Use of Derivatives by the Funds
    Each Fund's investments in derivative instruments will be made in 
accordance with the 1940 Act and consistent with a Fund's investment 
objective and policies. With respect to each Fund, derivative 
instruments will include the following: forwards; \16\ exchange-traded 
and over-the-counter (``OTC'') options contracts; exchange-traded 
futures contracts; exchange-traded and OTC swap agreements; exchange-
traded and OTC options on futures contracts; and OTC options on swap 
agreements.\17\ Generally, derivatives are financial contracts whose 
value depends upon, or is derived from, the value of an underlying 
asset, reference rate or index, and may relate to stocks, bonds, 
interest rates, currencies or currency exchange rates, commodities, and 
related indexes. All investment guidelines and limitations stated 
herein apply to a Fund's aggregate investment exposure to a particular 
type of investment that is the subject of the guideline or limitation, 
whether such exposure is obtained through direct holdings or through 
derivative instruments.\18\
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    \16\ Forwards are contracts to purchase or sell securities for a 
fixed price at a future date beyond normal settlement time (forward 
commitments).
    \17\ In the future, in the event that there are exchange-traded 
options on swaps, a Fund may invest in these instruments.
    \18\ Each Fund will seek, where possible, to use counterparties 
whose financial status is such that the risk of default is reduced; 
however, the risk of losses resulting from default is still 
possible. PIMCO's Counterparty Risk Committee evaluates the 
creditworthiness of counterparties on an ongoing basis. In addition 
to information provided by credit agencies, PIMCO credit analysts 
evaluate each approved counterparty using various methods of 
analysis, including company visits, earnings updates, the broker-
dealer's reputation, PIMCO's past experience with the broker-dealer, 
market levels for the counterparty's debt and equity, the 
counterparty's liquidity and its share of market participation. 
According to the Registration Statement, each Fund has adopted 
procedures that are consistent with Section 18 of the 1940 Act and 
related Commission guidance, which require that a fund's derivative 
instruments be fully collateralized by liquid assets of the fund.
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    As described further below, each Fund will typically use derivative 
instruments as a substitute for taking a position in the underlying 
asset and/or as part of a strategy designed to reduce exposure to other 
risks, such as interest rate or currency risk. A Fund may also use 
derivative instruments to enhance

[[Page 52388]]

returns. To limit the potential risk associated with such transactions, 
a Fund will segregate or ``earmark'' assets determined to be liquid by 
PIMCO in accordance with procedures established by the Trust's Board of 
Trustees (``Board'') and in accordance with the 1940 Act (or, as 
permitted by applicable regulation, enter into certain offsetting 
positions) to cover its obligations under derivative instruments. These 
procedures have been adopted consistent with Section 18 of the 1940 Act 
and related Commission guidance. In addition, each Fund will include 
appropriate risk disclosure in its offering documents, including 
leveraging risk. Leveraging risk is the risk that certain transactions 
of a Fund, including a Fund's use of derivatives, may give rise to 
leverage, causing the Fund to be more volatile than if it had not been 
leveraged.\19\ Because the markets for certain securities, or the 
securities themselves, may be unavailable or cost prohibitive as 
compared to derivative instruments, suitable derivative transactions 
may be an efficient alternative for a Fund to obtain the desired asset 
exposure.
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    \19\ To mitigate leveraging risk, the Adviser will segregate or 
``earmark'' liquid assets or otherwise cover the transactions that 
may give rise to such risk.
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    The Adviser believes that derivatives can be an economically 
attractive substitute for an underlying physical security that each 
Fund would otherwise purchase. For example, a Fund could purchase 
Treasury futures contracts instead of physical Treasuries or could sell 
credit default protection on a corporate bond instead of buying a 
physical bond. Economic benefits include potentially lower transaction 
costs or attractive relative valuation of a derivative versus a 
physical bond (e.g., differences in yields).
    The Adviser further believes that derivatives can be used as a more 
liquid means of adjusting portfolio duration as well as targeting 
specific areas of yield curve exposure, with potentially lower 
transaction costs than the underlying securities (e.g., interest rate 
swaps may have lower transaction costs than physical bonds). Similarly, 
money market futures can be used to gain exposure to short-term 
interest rates in order to express views on anticipated changes in 
central bank policy rates. In addition, derivatives can be used to 
protect client assets through selectively hedging downside (or ``tail 
risks'') in each Fund.
    Each Fund also can use derivatives to increase or decrease credit 
exposure. Index credit default swaps (CDX) can be used to gain exposure 
to a basket of credit risk by ``selling protection'' against default or 
other credit events, or to hedge broad market credit risk by ``buying 
protection.'' Single name credit default swaps (CDS) can be used to 
allow a Fund to increase or decrease exposure to specific issuers, 
saving investor capital through lower trading costs. A Fund can use 
total return swap contracts to obtain the total return of a reference 
asset or index in exchange for paying a financing cost. A total return 
swap may be much more efficient than buying underlying securities of an 
index, potentially lowering transaction costs.\20\
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    \20\ The Adviser will evaluate the creditworthiness of swaps 
counterparties on an ongoing basis. In addition to information 
provided by credit agencies, the Adviser's analysts will evaluate 
each approved counterparty using various methods of analysis, which 
may include evaluation of the counterparty's liquidity in the event 
of default, the broker-dealer's reputation, the Adviser's past 
experience with the broker-dealer and disciplinary history and its 
share of market participation.
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    The Adviser believes that the use of derivatives will allow each 
Fund to selectively add diversifying sources of return from selling 
options. Option purchases and sales can also be used to hedge specific 
exposures in the portfolio, and can provide access to return streams 
available to long-term investors such as the persistent difference 
between implied and realized volatility. Option strategies can generate 
income or improve execution prices (i.e., covered calls).
StocksPLUS AR Fund--Principal Investments
    According to the Registration Statement, the Fund will seek total 
return which exceeds the total return of its benchmark, the S&P 500 
Index (the ``S&P 500'').\21\
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    \21\ The S&P 500 Index is composed of 500 selected common stocks 
that represent approximately two-thirds of the total market value of 
all U.S. common stocks.
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    The Fund will seek to achieve its investment objective by 
investing, under normal circumstances,\22\ in S&P 500 derivatives 
backed by a portfolio of Fixed Income Instruments that are managed 
using an absolute return approach. In seeking total return exceeding 
that of the S&P 500, or as part of the Fund's absolute return strategy 
relative to fixed income investing, the Fund may invest in derivative 
instruments, subject to applicable law and any other restrictions 
described herein. S&P 500 derivatives may be purchased with a small 
fraction of the assets that would be needed to purchase S&P 500 
securities directly, so that the remainder of the Fund's assets may be 
invested in Fixed Income Instruments.
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    \22\ With respect to each of the Funds, the term ``under normal 
circumstances'' includes, but is not limited to, the absence of 
extreme volatility or trading halts in the fixed income markets or 
the financial markets generally; operational issues causing 
dissemination of inaccurate market information; or force majeure 
type events such as a systems failure, natural or man-made disaster, 
act of God, armed conflict, act of terrorism, riot or labor 
disruption or any similar intervening circumstance.
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    The Fund will typically seek to gain long exposure to the S&P 500 
in an amount, under normal circumstances, approximately equal to the 
Fund's net assets, by investing in S&P 500 derivatives. The value of 
S&P 500 derivatives should closely track changes in the value of the 
S&P 500. The Fund will normally use S&P 500 derivatives, instead of S&P 
500 stocks, to attempt to equal or exceed the daily performance of the 
S&P 500. Though the Fund will not normally invest directly in S&P 500 
stocks, when S&P 500 derivatives appear to be overvalued relative to 
the S&P 500, the Fund may invest all of its assets in a ``basket'' of 
S&P 500 stocks. The Fund may also invest in exchange-traded funds based 
on the S&P 500, such as Standard & Poor's Depositary Receipts. The Fund 
will seek to remain invested in S&P 500 derivatives or S&P 500 stocks 
even when the S&P 500 is declining.
    Assets not invested in S&P 500 derivatives or S&P 500 stocks may be 
invested in Fixed Income Instruments. PIMCO will actively manage the 
Fixed Income Instruments held by the Fund with a view toward enhancing 
the Fund's total return by using an absolute return approach. The 
absolute return approach, which applies to the portion of the portfolio 
not invested in S&P 500 derivatives or S&P 500 stocks, will allow the 
Fund more discretion with respect to overall sector exposures, non-U.S. 
exposures and credit quality, both as a function of the strategy's 
investment guidelines and lack of a fixed income benchmark (i.e., the 
Fund seeks total return which exceeds that of the S&P 500). The 
absolute return approach will apply to the fixed income (but not the 
equity index replicating) strategy of the Fund, subject to an overall 
portfolio duration which will normally vary from (negative) 3 years to 
positive 8 years based on PIMCO's forecast for interest rates.\23\
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    \23\ With respect to each Fund, duration is a measure used to 
determine the sensitivity of a security's price to changes in 
interest rates. The longer a security's duration, the more sensitive 
it will be to changes in interest rates.
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    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\24\
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    \24\ PIMCO will generally consider an instrument to be 
economically tied to a non-U.S. country if the issuer is a foreign 
government (or any political subdivision, agency, authority or 
instrumentality of such government), or if the issuer is organized 
under the laws of a non-U.S. country. In the case of certain money 
market instruments, such instruments will be considered economically 
tied to a non-U.S. country if either the issuer or the guarantor of 
such money market instrument is organized under the laws of a non-
U.S. country. With respect to derivative instruments, PIMCO will 
generally consider such instruments to be economically tied to non-
U.S. countries if the underlying assets are foreign currencies (or 
baskets or indexes of such currencies), or instruments or securities 
that are issued by foreign governments or issuers organized under 
the laws of a non-U.S. country (or if the underlying assets are 
certain money market instruments, if either the issuer or the 
guarantor of such money market instruments is organized under the 
laws of a non-U.S. country).

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[[Page 52389]]

    The Fund may invest in securities denominated in foreign currencies 
and in U.S. dollar-denominated securities of foreign issuers, subject 
to applicable limitations set forth herein. With respect to the Fund's 
absolute return investments, the Fund will normally limit its foreign 
currency exposure (from non-U.S. dollar-denominated securities or 
currencies) to 20% of its total assets. With respect to the Fund's 
absolute return investments, the Fund may invest up to 25% of its total 
assets in securities and instruments that are economically tied to 
emerging market countries.\25\
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    \25\ PIMCO will generally consider an instrument to be 
economically tied to an emerging market country if the security's 
``country of exposure'' is an emerging market country, as determined 
by the criteria set forth in the Registration Statement. 
Alternatively, such as when a ``country of exposure'' is not 
available or when PIMCO believes the following tests more accurately 
reflect which country the security is economically tied to, PIMCO 
may consider an instrument to be economically tied to an emerging 
market country if the issuer or guarantor is a government of an 
emerging market country (or any political subdivision, agency, 
authority or instrumentality of such government), if the issuer or 
guarantor is organized under the laws of an emerging market country, 
or if the currency of settlement of the security is a currency of an 
emerging market country. With respect to derivative instruments, 
PIMCO will generally consider such instruments to be economically 
tied to emerging market countries if the underlying assets are 
currencies of emerging market countries (or baskets or indices of 
such currencies), or instruments or securities that are issued or 
guaranteed by governments of emerging market countries or by 
entities organized under the laws of emerging market countries. 
PIMCO will have broad discretion to identify countries that it would 
consider to qualify as emerging markets. In making investments in 
emerging market securities, the Fund will emphasize those countries 
with relatively low gross national product per capita and with the 
potential for rapid economic growth. Emerging market countries are 
generally located in Asia, Africa, the Middle East, Latin America 
and Eastern Europe. PIMCO will select the country and currency 
composition based on its evaluation of relative interest rates, 
inflation rates, exchange rates, monetary and fiscal policies, trade 
and current account balances, legal and political developments and 
any other specific factors it believes to be relevant. While 
emerging markets corporate debt securities (excluding commercial 
paper) generally must have $200 million or more par amount 
outstanding and significant par value traded to be considered as an 
eligible investment for each of the Funds, at least 80% of issues of 
such securities held by a Fund must have $200 million or more par 
amount outstanding at the time of investment.
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    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis \26\ and invest in foreign currency 
futures contracts and exchange-traded and OTC options contracts. The 
Fund may enter into these contracts to hedge against foreign exchange 
risk, to increase exposure to a foreign currency or to shift exposure 
to foreign currency fluctuations from one currency to another. Suitable 
hedging transactions may not be available in all circumstances and 
there can be no assurance that the Fund will engage in such 
transactions at any given time or from time to time.
---------------------------------------------------------------------------

    \26\ With respect to each of the Funds, a forward foreign 
currency exchange contract, which involves an obligation to purchase 
or sell a specific currency at a future date at a price set at the 
time of the contract, would reduce a Fund's exposure to changes in 
the value of the currency it will deliver and increases its exposure 
to changes in the value of the currency it will receive for the 
duration of the contract. Certain foreign currency transactions may 
also be settled in cash rather than the actual delivery of the 
relevant currency. The effect on the value of a Fund would be 
similar to selling securities denominated in one currency and 
purchasing securities denominated in another currency. A contract to 
sell a foreign currency would limit any potential gain which might 
be realized if the value of the hedged currency increases. A Fund 
will limit its investments in currencies to those currencies with a 
minimum average daily foreign exchange turnover of USD $1 billion as 
determined by the Bank for International Settlements (``BIS'') 
Triennial Central Bank Survey. As of the most recent BIS Triennial 
Central Bank Survey, at least 52 separate currencies had minimum 
average daily foreign exchange turnover of USD $1 billion. For a 
list of eligible BIS currencies, see www.bis.org.
---------------------------------------------------------------------------

    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward commitment 
basis and may engage in short sales.\27\
---------------------------------------------------------------------------

    \27\ Each of the Funds may make short sales of securities to: 
(i) offset potential declines in long positions in similar 
securities, (ii) to increase the flexibility of the Fund; (iii) for 
investment return; and (iv) as part of a risk arbitrage strategy.
---------------------------------------------------------------------------

StocksPLUS AR Fund--Other (Non-Principal) Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.\28\
---------------------------------------------------------------------------

    \28\ Convertible securities are generally preferred stocks and 
other securities, including fixed income securities and warrants, 
that are convertible into or exercisable for common stock at a 
stated price or rate. Equity-related investments may include 
investments in small-capitalization (``small-cap''), mid-
capitalization (``mid-cap'') and large-capitalization (``large-
cap'') companies. With respect to each Fund, a small-cap company 
will be defined as a company with a market capitalization of up to 
$1.5 billion, a mid-cap company will be defined as a company with a 
market capitalization of between $1.5 billion and $10 billion and a 
large-cap company will be defined as a company with a market 
capitalization above $10 billion. Not more than 10% of the net 
assets of a Fund in the aggregate invested in exchange-traded equity 
securities shall consist of equity securities, including stocks into 
which a convertible security is converted, whose principal market is 
not a member of the Intermarket Surveillance Group (``ISG'') or is a 
market with which the Exchange does not have a comprehensive 
surveillance sharing agreement. Furthermore, not more than 10% of 
the net assets of a Fund in the aggregate invested in futures 
contracts or exchange-traded options contracts shall consist of 
futures contracts or exchange-traded options contracts whose 
principal market is not a member of ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement.
---------------------------------------------------------------------------

    The Fund may invest up to 20% of its total assets in: (i) Variable 
and floating rate securities \29\ that are not Fixed Income Instruments 
and (ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
---------------------------------------------------------------------------

    \29\ Variable and floating rate securities pay interest at rates 
that adjust whenever a specified interest rate changes or that reset 
on predetermined dates (such as the last day of a month or calendar 
quarter).
---------------------------------------------------------------------------

    The Fund may also invest up to 20% of its total assets in trade 
claims,\30\ privately placed and unregistered securities, and exchange-
traded and OTC-traded structured products, including credit-linked 
securities and commodity-linked notes. The Fund may invest up to 20% of 
its total assets in Brady Bonds, which are securities created through 
the exchange of existing commercial bank loans to sovereign entities 
for new obligations in connection with a debt restructuring. The Fund 
may invest up to 20% of its total assets in bank loans.
---------------------------------------------------------------------------

    \30\ The Fund may purchase trade claims and similar obligations 
or claims against companies in bankruptcy proceedings. Trade claims 
are non-securitized rights of payment arising from obligations that 
typically arise when vendors and suppliers extend credit to a 
company by offering payment terms for products and services. If the 
company files for bankruptcy, payments on these trade claims stop 
and the claims are subject to compromise along with the other debts 
of the company. Trade claims may be purchased directly from the 
creditor or through brokers.
---------------------------------------------------------------------------

    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments, which involve, like repurchase agreements on Fixed Income 
Instruments mentioned above, the Fund purchasing a security from a bank 
or broker-dealer that agrees to purchase the security at the Fund's 
cost plus interest within a specified time. Repurchase agreements 
maturing in more than seven days and which may not be terminated within 
seven days at approximately the amount at which the

[[Page 52390]]

Fund has valued the agreements will be considered illiquid securities. 
The Fund may also, with up to 20% of its total assets, enter into 
reverse repurchase agreements on instruments other than Fixed Income 
Instruments, subject to the Fund's limitations on borrowings.\31\ The 
Fund will segregate or ``earmark'' assets determined to be liquid by 
PIMCO in accordance with procedures established by the Board to cover 
its obligations under reverse repurchase agreements.
---------------------------------------------------------------------------

    \31\ With respect to each Fund, a reverse repurchase agreement 
involves the sale of a security by the Fund and its agreement to 
repurchase the instrument at a specified time and price.
---------------------------------------------------------------------------

Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's Investors Service, Inc. 
(``Moody's''), or equivalently rated by Standard & Poor's Ratings 
Services (``S&P'') or Fitch, Inc. (``Fitch''), or, if unrated, 
determined by PIMCO to be of comparable quality \32\ (except that 
within such limitation, the Fund may invest in mortgage-related 
securities rated below B).
---------------------------------------------------------------------------

    \32\ In determining whether a security is of comparable quality, 
the Adviser will consider, for example, whether the issuer of the 
security has issued other rated securities; whether the obligations 
under the security are guaranteed by another entity and the rating 
of such guarantor (if any); whether and (if applicable) how the 
security is collateralized; other forms of credit enhancement (if 
any); the security's maturity date; liquidity features (if any); 
relevant cash flow(s); valuation features; other structural 
analysis; macroeconomic analysis; and sector or industry analysis.
---------------------------------------------------------------------------

    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
Small Cap StocksPLUS AR Fund--Principal Investments
    According to the Registration Statement, the Fund will seek total 
return which exceeds the total return of its benchmark, the Russell 
2000 Index (the ``Russell 2000'').\33\
---------------------------------------------------------------------------

    \33\ The Russell 2000 Index is composed of 2000 of the smallest 
companies in the Russell 3000 Index, which represents approximately 
10% of the total market capitalization of the Russell 3000 Index.
---------------------------------------------------------------------------

    The Fund will seek to achieve its investment objective by 
investing, under normal circumstances,\34\ in Russell 2000 derivatives 
backed by a portfolio of Fixed Income Instruments that are managed 
using an absolute return approach. In seeking total return exceeding 
that of the Russell 2000, or as part of the Fund's absolute return 
strategy relative to fixed income investing, the Fund may invest in 
derivative instruments, subject to applicable law and any other 
restrictions described herein. Russell 2000 derivatives may be 
purchased with a small fraction of the assets that would be needed to 
purchase Russell 2000 securities directly, so that the remainder of the 
Fund's assets may be invested in Fixed Income Instruments.
---------------------------------------------------------------------------

    \34\ See supra, note 22.
---------------------------------------------------------------------------

    The Fund will typically seek to gain long exposure to the Russell 
2000 in an amount, under normal circumstances, approximately equal to 
the Fund's net assets, by investing in Russell 2000 derivatives. The 
value of Russell 2000 derivatives should closely track changes in the 
value of the Russell 2000. The Fund will normally use Russell 2000 
derivatives, instead of Russell 2000 stocks, to attempt to equal or 
exceed the daily performance of the Russell 2000. Though the Fund will 
not normally invest directly in Russell 2000 stocks, when Russell 2000 
derivatives appear to be overvalued relative to the Russell 2000, the 
Fund may invest all of its assets in a ``basket'' of Russell 2000 
stocks. The Fund may also invest in exchange-traded funds based on the 
Russell 2000. The Fund will seek to remain invested in Russell 2000 
derivatives or Russell 2000 stocks even when the Russell 2000 is 
declining.
    Assets not invested in Russell 2000 derivatives or Russell 2000 
stocks may be invested in Fixed Income Instruments. PIMCO will actively 
manage the Fixed Income Instruments held by the Fund with a view toward 
enhancing the Fund's total return by using an absolute return approach. 
The absolute return approach, which applies to the portion of the 
portfolio not invested in Russell 2000 derivatives or Russell 2000 
stocks, will allow the Fund more discretion with respect to overall 
sector exposures, non-U.S. exposures and credit quality, both as a 
function of the strategy's investment guidelines and lack of a fixed 
income benchmark (i.e., the Fund seeks total return which exceeds that 
of the Russell 2000). The absolute return approach will apply to the 
fixed income component of the Fund, but will not apply to the equity 
index replicating component of the Fund, subject to an overall 
portfolio duration which will normally vary from (negative) 3 years to 
positive 8 years based on PIMCO's forecast for interest rates.\35\
---------------------------------------------------------------------------

    \35\ See supra, note 23.
---------------------------------------------------------------------------

    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\36\ The Fund may 
invest, without limitation, in securities denominated in foreign 
currencies and in U.S. dollar-denominated securities of foreign 
issuers. With respect to the Fund's absolute return investments, the 
Fund will normally limit its foreign currency exposure (from non-U.S. 
dollar-denominated securities or currencies) to 20% of its total 
assets. With respect to the Fund's absolute return investments, the 
Fund may invest up to 25% of its total assets in securities and 
instruments that are economically tied to emerging market 
countries.\37\
---------------------------------------------------------------------------

    \36\ See supra, note 24.
    \37\ See supra, note 25.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis and invest in foreign currency futures 
contracts and exchange-traded and OTC options contracts. The Fund may 
enter into these contracts to hedge against foreign exchange risk, to 
increase exposure to a foreign currency or to shift exposure to foreign 
currency fluctuations from one currency to another. Suitable hedging 
transactions may not be available in all circumstances and there can be 
no assurance that the Fund will engage in such transactions at any 
given time or from time to time.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward commitment 
basis and may engage in short sales.
Small Cap StocksPLUS AR Fund--Other (Non-Principal) Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) Variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
    The Fund may also invest up to 20% of its total assets in trade 
claims, privately placed and unregistered securities, and exchange-
traded and OTC-traded structured products, including credit-linked 
securities and commodity-linked notes. The Fund may invest up to 20% of 
its total assets in Brady Bonds. The Fund may invest up to 20% of its 
total assets in bank loans.

[[Page 52391]]

    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
Fundamental IndexPLUS Fund--Principal Investments
    According to the Registration Statement, the Fund will seek total 
return \38\ which exceeds the total return of its benchmark, the S&P 
500. The Fund will seek to achieve its investment objective by 
investing, under normal circumstances, in derivatives based on a 
Research Affiliates Fundamental Index (``RAFI''), the Enhanced 
RAFI[supreg] US Large (``RAFI Large Company Index'') \39\ backed by a 
portfolio of Fixed Income Instruments, which may be represented by 
derivatives, that are managed using an absolute return approach. In 
seeking total return exceeding that of the S&P 500, or as part of the 
Fund's absolute return strategy relative to fixed income investing, the 
Fund may invest in derivative instruments, subject to applicable law 
and any other restrictions described herein.
---------------------------------------------------------------------------

    \38\ Total return may consist of both income earned on the 
Fund's investments and capital appreciation, if any, arising from 
increases in the market value of the Fund's holdings. Capital 
appreciation of Fixed Income Instruments generally would result from 
decreases in market interest rates, foreign currency appreciation, 
or improving credit fundamentals for a particular market sector or 
security.
    \39\ The RAFI Large Company Index contains stocks of large U.S. 
listed companies weighted by the Fundamental Index[supreg] 
methodology with additional factors (such as, quality of earnings 
and economic profitability). The Fundamental Index[supreg] 
methodology is a patented indexing approach developed by Research 
Affiliates. The methodology weights companies by fundamental 
factors--including sales, cash flows, dividends and book value, with 
additional screens for quality of earnings, financial distress and 
other parameters--in an effort to enhance returns.
---------------------------------------------------------------------------

    The Fund will use RAFI Large Company Index derivatives in addition 
to, or in place of, RAFI Large Company Index component securities, in 
an attempt to equal or exceed the daily performance of the S&P 500. The 
value of RAFI Large Company Index derivatives should closely track 
changes in the value of the RAFI Large Company Index. Though the Fund 
will not normally invest directly in RAFI Large Company Index stocks, 
when RAFI Large Company Index derivatives appear to be overvalued 
relative to RAFI Large Company Index stocks, the Fund may invest all of 
its assets in a ``basket'' of RAFI Large Company Index stocks. The Fund 
may also invest in exchange-traded funds. The Fund will seek to remain 
invested in RAFI Large Company Index derivatives or RAFI Large Company 
Index stocks even when the RAFI Large Company Index is declining.
    The Sub-Adviser will provide investment advisory services in 
connection with the Fund's use of the RAFI Large Company Index by, 
among other things, providing PIMCO (or counterparties designated by 
PIMCO) with a model portfolio reflecting the composition of the RAFI 
Large Company Index for purposes of developing RAFI Large Company Index 
derivatives. The Fund will typically seek to gain exposure to the RAFI 
Large Company Index by investing in total return swap agreements. In a 
typical swap agreement, the Fund will receive the price appreciation 
(or depreciation) on the RAFI Large Company Index from the counterparty 
to the swap agreement in exchange for paying the counterparty an agreed 
upon fee. Research Affiliates will facilitate the Fund's use of RAFI 
Large Company Index derivatives by providing model portfolios of RAFI 
Large Company Index securities to the Fund's swap counterparties, so 
that the counterparties can provide total return swaps based on the 
RAFI Large Company Index to the Fund. If such swap agreements are not 
available, the Fund may invest in other derivative instruments, 
``baskets'' of stocks, or RAFI Large Company Index component securities 
to replicate the performance of the RAFI Large Company Index.
    The RAFI Large Company Index derivatives may be purchased with a 
small fraction of the assets that would be needed to purchase the 
equity securities directly, so that the remainder of the Fund's assets 
may be invested in Fixed Income Instruments. PIMCO will actively manage 
the Fixed Income Instruments held by the Fund with a view toward 
enhancing the Fund's total return utilizing an absolute return 
approach, which applies to the portion of the portfolio not invested in 
RAFI Large Company Index derivatives or RAFI Large Company Index 
stocks, subject to an overall portfolio duration which will normally 
vary from (negative) 3 years to positive 8 years based on PIMCO's 
forecast for interest rates.
    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\40\ The Fund may 
invest in securities denominated in foreign (non-U.S.) currencies and 
in U.S. dollar-denominated securities of foreign (non-U.S.) issuers, 
subject to applicable limitations set forth herein. With respect to the 
Fund's absolute return investments, the Fund will normally limit its 
foreign currency exposure (from non-U.S. dollar-denominated securities 
or currencies) to 20% of its total assets. With respect to the Fund's 
absolute return investments, the Fund may invest up to 25% of its total 
assets in securities and instruments that are economically tied to 
emerging market countries.
---------------------------------------------------------------------------

    \40\ See supra, note 24.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis \41\ and invest in foreign currency 
futures contracts and options contracts. The Fund may enter into these 
contracts to hedge against foreign exchange risk, to increase exposure 
to a foreign currency or to shift exposure to foreign currency 
fluctuations from one currency to another. Suitable hedging 
transactions may not be available in all circumstances and there can be 
no assurance that the Fund will engage in such transactions at any 
given time or from time to time.
---------------------------------------------------------------------------

    \41\ See supra, note 26.
---------------------------------------------------------------------------

    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward

[[Page 52392]]

commitment basis and may engage in short sales.
Fundamental IndexPLUS Fund--Other (Non-Principal) Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) Variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
    The Fund may also invest up to 20% of its total assets in trade 
claims, privately placed and unregistered securities, and exchange-
traded and OTC-traded structured products, including credit-linked 
securities and commodity-linked notes. The Fund may invest up to 20% of 
its total assets in Brady Bonds. The Fund may invest up to 20% of its 
total assets in bank loans.
    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
Small Company Fundamental IndexPLUS Fund--Principal Investments
    According to the Registration Statement, the Fund will seek total 
return which exceeds the total return of its benchmark, the Russell 
2000[supreg]. The Fund will seek to achieve its investment objective by 
investing, under normal circumstances, in derivatives based on the 
Enhanced RAFI[supreg] US Small (``RAFI Small Company Index'') \42\ 
backed by a diversified portfolio of Fixed Income Instruments, which 
may be represented by derivatives, that are managed using an absolute 
return approach. In seeking total return exceeding that of the Russell 
2000, or as part of the Fund's absolute return strategy relative to 
fixed income investing, the Fund may invest in derivative instruments, 
subject to applicable law and any other restrictions described herein.
---------------------------------------------------------------------------

    \42\ The RAFI Small Company Index contains stocks of small U.S. 
listed companies weighted by the Fundamental Index [supreg] 
methodology with additional factors (such as, quality of earnings 
and economic profitability).
---------------------------------------------------------------------------

    The Fund will use RAFI Small Company Index derivatives in addition 
to, or in place of, RAFI Small Company Index stocks, in an attempt to 
equal or exceed the daily performance of the Russell 2000. The values 
of RAFI Small Company Index derivatives should closely track changes in 
the value of the RAFI Small Company Index. Though the Fund will not 
normally invest directly in RAFI Small Company Index stocks, when RAFI 
Small Company Index derivatives appear to be overvalued relative to 
RAFI Small Company Index stocks, the Fund may invest all of its assets 
in a ``basket'' of RAFI Small Company Index stocks. The Fund may also 
invest in exchange-traded funds. The Fund will seek to remain invested 
in RAFI Small Company Index derivatives or RAFI Small Company Index 
stocks even when the RAFI Small Company Index is declining.
    Research Affiliates will provide investment advisory services in 
connection with the Fund's use of the RAFI Small Company Index by, 
among other things, providing PIMCO (or counterparties designated by 
PIMCO), with a model portfolio reflecting the composition of the RAFI 
Small Company Index for purposes of developing RAFI Small Company Index 
derivatives. The Fund will typically seek to gain exposure to the RAFI 
Small Company Index by investing in total return swap agreements. In a 
typical swap agreement, the Fund will receive the price appreciation 
(or depreciation) on the RAFI Small Company Index from the counterparty 
to the swap agreement in exchange for paying the counterparty an agreed 
upon fee. Research Affiliates will facilitate the Fund's use of RAFI 
Small Company Index derivatives by providing a model portfolio of the 
RAFI Small Company Index to the Fund's swap counterparties, who in turn 
are able to provide total return swaps based on the RAFI Small Company 
Index to the Fund. If such swap agreements are not available, the Fund 
may invest in other derivative instruments, ``baskets'' of stocks, or 
individual securities to replicate the performance of the RAFI Small 
Company Index.
    According to the Registration Statement, the Fund may purchase RAFI 
Small Company Index derivatives with a fraction of the assets that 
would be needed to purchase the equity securities directly, so that the 
remainder of the Fund's assets may be invested in Fixed Income 
Instruments. PIMCO will actively manage the Fixed Income Instruments 
held by the Fund with a view toward enhancing the Fund's total return 
utilizing an absolute return approach, which applies to the portion of 
the portfolio not invested in Russell 2000 derivatives or Russell 2000 
stocks, subject to an overall portfolio duration which will normally 
vary from (negative) 3 years to positive 8 years based on PIMCO's 
forecast for interest rates.\43\
---------------------------------------------------------------------------

    \43\ See supra, note 23.
---------------------------------------------------------------------------

    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\44\ The Fund may 
invest in securities denominated in foreign (non-U.S.) currencies and 
in U.S. dollar-denominated securities of foreign (non-U.S.) issuers, 
subject to applicable limitations set forth herein. With respect to the 
Fund's absolute return investments, the Fund will normally limit its 
foreign currency exposure (from non-U.S. dollar-denominated securities 
or currencies) to 20% of its total assets. With respect to the Fund's 
absolute return investments, the Fund may invest up to 25% of its total 
assets in securities and instruments that are economically tied to 
emerging market countries.\45\
---------------------------------------------------------------------------

    \44\ See supra, note 24.
    \45\ See supra, note 25.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis and invest in foreign currency futures 
contracts and options contracts. The Fund may enter into these 
contracts to hedge against foreign exchange risk, to increase exposure 
to a foreign currency or to shift exposure to foreign currency

[[Page 52393]]

fluctuations from one currency to another. Suitable hedging 
transactions may not be available in all circumstances and there can be 
no assurance that the Fund will engage in such transactions at any 
given time or from time to time.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts.
Small Company Fundamental IndexPLUS Fund--Other (Non-Principal) 
Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments. The Fund may also invest up to 20% of its total assets in 
trade claims, privately placed and unregistered securities, and 
exchange-traded and OTC-traded structured products, including credit-
linked securities and commodity-linked notes. The Fund may invest up to 
20% of its total assets in Brady Bonds. The Fund may invest up to 20% 
of its total assets in bank loans.
    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
EM Fundamental IndexPLUS Fund--Principal Investments
    According to the Registration Statement, the Fund will seek total 
return which exceeds the total return of its benchmark, the Morgan 
Stanley Capital International Emerging Markets Index (Net Dividends in 
USD) (``MSCI EM Index'').\46\
---------------------------------------------------------------------------

    \46\ The MSCI EM Index is a free float-adjusted market 
capitalization index that is designed to measure equity market 
performance of 21 emerging markets.
---------------------------------------------------------------------------

    The Fund will seek to achieve its investment objective by 
investing, under normal circumstances, in derivatives based on the 
Enhanced RAFI[supreg] Emerging Markets (``RAFI EM Index'') \47\ backed 
by a diversified portfolio of Fixed Income Instruments, which may be 
represented by derivatives, that are managed using an absolute return 
approach. In seeking total return exceeding that of the MSCI EM Index, 
or as part of the Fund's absolute return strategy relative to fixed 
income investing, the Fund may invest in derivative instruments, 
subject to applicable law and any other restrictions described herein.
---------------------------------------------------------------------------

    \47\ The RAFI EM Index contains emerging markets companies 
weighted by the Fundamental Index [supreg] methodology with 
additional factors (such as, quality of earnings and economic 
profitability).
---------------------------------------------------------------------------

    The Fund will normally be expected to primarily use RAFI EM Index 
derivatives, in place of, or in addition to, RAFI EM Index stocks, in 
an attempt to equal or exceed the daily performance of the MSCI EM 
Index. The value of RAFI EM Index derivatives should closely track 
changes in the value of the RAFI EM Index. In addition to or instead of 
RAFI EM Index swaps, the Fund may invest in other derivative 
instruments, ``baskets'' of stocks, individual securities, and 
exchange-traded funds to maintain emerging markets equity exposure. The 
Fund may also invest in exchange-traded funds. The Fund will seek to 
remain invested in RAFI EM Index derivatives or RAFI EM Index stocks 
even when the RAFI EM Index is declining.
    Research Affiliates will provide investment advisory services in 
connection with the Fund's use of the RAFI EM Index by, among other 
things, providing PIMCO (or counterparties designated by PIMCO) with a 
model portfolio reflecting the composition of RAFI EM Index for 
purposes of developing RAFI EM Index derivatives. The Fund will 
typically seek to gain exposure to the RAFI EM Index by investing in 
total return swap agreements. In a typical swap agreement, the Fund 
will receive the price appreciation (or depreciation) on the RAFI EM 
Index from the counterparty to the swap agreement in exchange for 
paying the counterparty an agreed upon fee. Research Affiliates will 
facilitate the Fund's use of RAFI EM Index derivatives by providing 
model portfolios of RAFI EM Index securities to the Fund's swap 
counterparties, so that the counterparties can provide total return 
swaps based on the RAFI EM Index to the Fund.
    RAFI EM Index derivatives may be purchased with a fraction of the 
assets that would be needed to purchase RAFI EM Index equity securities 
directly, so that the remainder of the assets may be invested in Fixed 
Income Instruments. PIMCO will actively manage the Fixed Income 
Instruments held by the Fund with a view toward enhancing the Fund's 
total return by using an absolute return approach, which applies to the 
portion of the portfolio not invested in RAFI EM Index derivatives or 
RAFI EM Index stocks, subject to an overall portfolio duration which 
will normally vary from (negative) 3 years to positive 8 years based on 
PIMCO's forecast for interest rates.\48\
---------------------------------------------------------------------------

    \48\ See supra, note 23.
---------------------------------------------------------------------------

    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\49\ The Fund may 
invest, without limitation, in securities denominated in foreign 
currencies and in U.S.-dollar denominated securities of foreign 
issuers. With respect to the Fund's absolute return investments, the 
Fund will normally limit its foreign currency exposure (from non-U.S. 
dollar-denominated securities or currencies) to 20% of its total 
assets. With respect to the Fund's absolute return investments, the 
Fund may invest up to 25% of its total assets in securities and 
instruments that are economically tied to emerging market 
countries.\50\
---------------------------------------------------------------------------

    \49\ See supra, note 24.
    \50\ See supra, note 25.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis and invest in foreign currency futures 
contracts and exchange traded and OTC options contracts. The Fund may 
enter into these contracts to hedge against foreign exchange risk, to 
increase exposure to a foreign currency or to shift exposure to

[[Page 52394]]

foreign currency fluctuations from one currency to another. Suitable 
hedging transactions may not be available in all circumstances and 
there can be no assurance that the Fund will engage in such 
transactions at any given time or from time to time.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward commitment 
basis and may engage in short sales.
EM Fundamental IndexPLUS Fund--Other (Non-Principal) Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
    The Fund may also invest up to 20% of its total assets in trade 
claims, privately placed and unregistered securities, and exchange-
traded and OTC-traded structured products, including credit-linked 
securities and commodity-linked notes. The Fund may invest up to 20% of 
its total assets in Brady Bonds. The Fund may invest up to 20% of its 
total assets in bank loans.
    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
International Fundamental IndexPLUS Fund--Principal Investments
    According to the Registration Statement, the International 
Fundamental IndexPLUS Fund will seek total return which exceeds the 
total return of its benchmark, the Morgan Stanley Capital International 
Europe, Australasia, Far East Index (``MSCI EAFE Index'').
    The Fund will seek to achieve its investment objective by 
investing, under normal circumstances, in derivatives based on the 
Enhanced RAFI[supreg] International Large (``RAFI Developed Index'') 
\51\ backed by a diversified portfolio of Fixed Income Instruments, 
which may be represented by derivatives, that are managed using an 
absolute return approach. In seeking total return exceeding that of the 
MSCI EAFE Index, or as part of the Fund's absolute return strategy 
relative to fixed income investing, the Fund may invest in derivative 
instruments, subject to applicable law and any other restrictions 
described therein.
---------------------------------------------------------------------------

    \51\ The RAFI Developed Index contains stocks of large developed 
markets ex-U.S. companies weighted by the Fundamental Index[supreg] 
methodology with additional factors (such as, quality of earnings 
and economic profitability).
---------------------------------------------------------------------------

    The Fund will use RAFI Developed Index derivatives to attempt to 
equal or exceed the daily performance of the MSCI EAFE Index. The 
values of RAFI Developed Index derivatives should closely track changes 
in the value of the RAFI Developed Index. Though the Fund will not 
normally invest directly in RAFI Developed Index stocks, when RAFI 
Developed Index derivatives appear to be overvalued relative to the 
RAFI Developed Index, the Fund may invest all of its assets in a 
``basket'' of RAFI Developed Index stocks. The Fund may also invest in 
exchange-traded funds. The Fund will seek to remain invested in RAFI 
Developed Index derivatives even when the RAFI Developed Index is 
declining.
    Research Affiliates will provide investment advisory services in 
connection with the Fund's use of the RAFI Developed Index by, among 
other things, providing PIMCO (or counterparties designated by PIMCO) 
with a model portfolio reflecting the composition of the RAFI Developed 
Index for purposes of developing RAFI Developed Index derivatives. The 
Fund will typically seek to gain exposure to the RAFI Developed Index 
by investing in total return swap agreements. In a typical swap 
agreement, the Fund will receive the price appreciation (or 
depreciation) on the RAFI Developed Index from the counterparty to the 
swap agreement in exchange for paying the counterparty an agreed upon 
fee. Research Affiliates will facilitate the Fund's use of RAFI 
Developed Index derivatives by providing model portfolios of RAFI 
Developed Index securities to the Fund's swap counterparties, so that 
the counterparties can provide total return swaps based on the RAFI 
Developed Index to the Fund. If such swap agreements are not available, 
the Fund may invest in other derivative instruments, ``baskets'' of 
stocks, or individual securities to replicate the performance of the 
RAFI Developed Index.
    According to the Registration Statement, RAFI Developed Index 
derivatives may be purchased with a fraction of the assets that would 
be needed to purchase the RAFI Developed Index equity securities 
directly, so that the remainder of the assets may be invested in Fixed 
Income Instruments. PIMCO will actively manage the Fixed Income 
Instruments held by the Fund with a view toward enhancing the Fund's 
total return by using an absolute return approach, which applies to the 
portion of the portfolio not invested in RAFI Developed Index 
derivatives or RAFI Developed Index stocks, subject to an overall 
portfolio duration which will normally vary from (negative) 3 years to 
positive 8 years based on PIMCO's forecast for interest rates.\52\
---------------------------------------------------------------------------

    \52\ See supra, note 23.
---------------------------------------------------------------------------

    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\53\ With respect to 
the Fund's absolute return investments, the Fund may invest, without 
limitation, in securities denominated in foreign currencies and in 
U.S.-dollar denominated securities of foreign issuers. With respect to 
the Fund's absolute return investments, the Fund will normally limit 
its foreign currency exposure (from non-U.S. dollar-denominated 
securities or currencies) to 20% of its total assets. With respect to 
the Fund's absolute return investments, the Fund may invest up to 25% 
of its total assets in securities

[[Page 52395]]

and instruments that are economically tied to emerging market 
countries.\54\
---------------------------------------------------------------------------

    \53\ See supra, note 24.
    \54\ See supra, note 25.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis and invest in foreign currency futures 
contracts and options contracts. The Fund may enter into these 
contracts to hedge against foreign exchange risk, to increase exposure 
to a foreign currency or to shift exposure to foreign currency 
fluctuations from one currency to another. Suitable hedging 
transactions may not be available in all circumstances and there can be 
no assurance that the Fund will engage in such transactions at any 
given time or from time to time.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward commitment 
basis and may engage in short sales.
International Fundamental IndexPLUS Fund--Other (Non-Principal) 
Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) Variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
    The Fund may also invest up to 20% of its total assets in trade 
claims, privately placed and unregistered securities, and exchange-
traded and OTC-traded structured products, including credit-linked 
securities and commodity-linked notes. The Fund may invest up to 20% of 
its total assets in Brady Bonds. The Fund may invest up to 20% of its 
total assets in bank loans.
    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
EM StocksPLUS Fund--Principal Investments
    According to the Registration Statement, the Fund will seek total 
return which exceeds the total return of its benchmark, the MSCI EM 
Index.
    The Fund will seek to achieve its investment objective by 
investing, under normal circumstances, in MSCI EM Index derivatives, 
backed by a portfolio of Fixed Income Instruments that are managed 
using an absolute return approach. In seeking total return exceeding 
that of the MSCI EM Index, or as part of the Fund's absolute return 
strategy relative to fixed income investing, the Fund may invest in 
derivative instruments, subject to applicable law and any other 
restrictions described herein.
    The Fund will typically seek to gain long exposure to the MSCI EM 
Index in an amount, under normal circumstances, approximately equal to 
the Fund's net assets, by investing in MSCI EM Index derivatives. The 
value of the MSCI EM Index derivatives should closely track changes in 
the value of the MSCI EM Index. The Fund will normally use MSCI EM 
Index derivatives, instead of MSCI EM Index stocks, to attempt to equal 
or exceed the daily performance of the MSCI EM Index. Though the Fund 
will not normally invest directly in MSCI EM Index stocks, when MSCI EM 
Index derivatives appear to be overvalued relative to the MSCI EM 
Index, the Fund may invest all of its assets in a ``basket'' of MSCI EM 
Index stocks. The Fund may also invest in exchange-traded funds based 
on the MSCI EM Index. The Fund will seek to remain invested in MSCI EM 
Index derivatives or MSCI EM Index stocks even when the MSCI EM Index 
is declining.
    According to the Registration Statement, MSCI EM Index derivatives 
may be purchased with a small fraction of the assets that would be 
needed to purchase the MSCI EM Index equity securities directly, so 
that the remainder of the assets may be invested in Fixed Income 
Instruments. PIMCO will actively manage the Fixed Income Instruments 
held by the Fund with a view toward enhancing the Fund's total return 
by using an absolute return approach, which applies to the portion of 
the portfolio not invested in MSCI EM Index derivatives or MSCI EM 
Index stocks, subject to an overall portfolio duration which will 
normally vary from (negative) 3 years to positive 8 years based on 
PIMCO's forecast for interest rates.\55\
---------------------------------------------------------------------------

    \55\ See supra, note 23.
---------------------------------------------------------------------------

    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\56\ The Fund may 
invest in debt and equity securities denominated in foreign (non-U.S.) 
currencies and in U.S.-dollar denominated securities of foreign (non-
U.S.) issuers, subject to applicable limitations set forth herein. With 
respect to the Fund's absolute return investments, the Fund will 
normally limit its foreign currency exposure (from non-U.S. dollar-
denominated securities or currencies) to 20% of its total assets. With 
respect to the Fund's absolute return investments, the Fund may invest 
up to 25% of its total assets in securities and instruments that are 
economically tied to emerging market countries.\57\
---------------------------------------------------------------------------

    \56\ See supra, note 24.
    \57\ See supra, note 25.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis and invest in foreign currency futures 
contracts and options contracts. The Fund may enter into these 
contracts to hedge against foreign exchange risk, to increase exposure 
to a foreign currency or to shift exposure to foreign currency 
fluctuations from one currency to another. Suitable hedging 
transactions may not be available in all circumstances and there can be 
no assurance that the Fund will engage in such transactions at any 
given time or from time to time.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward

[[Page 52396]]

commitment basis and may engage in short sales.
EM StocksPLUS Fund--Other (Non-Principal) Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) Variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
    The Fund may also invest up to 20% of its total assets in trade 
claims, privately placed and unregistered securities, and exchange-
traded and OTC-traded structured products, including credit-linked 
securities and commodity-linked notes. The Fund may invest up to 20% of 
its total assets in Brady Bonds. The Fund may invest up to 20% of its 
total assets in bank loans.
    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
International StocksPLUS Fund--Principal Investments
    According to the Registration Statement, the International 
StocksPLUS Fund will seek total return which exceeds the total return 
of its benchmark, the MSCI EAFE Net Dividend Index, consistent with 
prudent investment management.\58\
---------------------------------------------------------------------------

    \58\ The MSCI EAFE Net Dividend Index is an unmanaged index of 
issuers in countries of Europe, Australia, and the Far East.
---------------------------------------------------------------------------

    The Fund will seek to achieve its investment objective by 
investing, under normal circumstances, in non-U.S. equity derivatives, 
backed by a portfolio of Fixed Income Instruments that are managed 
using an absolute return approach. In seeking total return exceeding 
that of the MSCI EAFE Net Dividend Index, or as part of the Fund's 
absolute return strategy relative to fixed income investing, the Fund 
may invest in derivative instruments, subject to applicable law and any 
other restrictions described herein.
    The Fund typically will seek to gain long exposure to the MSCI EAFE 
Net Dividend Index in an amount, under normal circumstances, 
approximately equal to the Fund's net assets, by investing in non-U.S. 
equity derivatives. The value of the equity derivatives should closely 
track changes in the value of underlying securities or indices. The 
Fund will normally use equity derivatives, instead of stocks, to 
attempt to equal or exceed the daily performance of the MSCI EAFE Net 
Dividend Index. Though the Fund will not normally invest directly in 
stocks, when equity derivatives appear to be overvalued, the Fund may 
invest some or all of its assets in stocks. The Fund may also invest in 
exchange-traded funds. The Fund's equity exposure will not be hedged 
into U.S. dollars. The Fund will seek to remain invested in equity 
derivatives and/or stocks even when the MSCI EAFE Net Dividend Index is 
declining. The Fund may invest in non-U.S. equities or non-U.S. equity 
derivatives that do not comprise the MSCI EAFE Net Dividend Index.
    According to the Registration Statement, derivatives may be 
purchased with a small fraction of the assets that would be needed to 
purchase the equity securities directly, so that the remainder of the 
assets may be invested in Fixed Income Instruments. PIMCO will actively 
manage the Fixed Income Instruments held by the Fund with a view toward 
enhancing the Fund's total return by using an absolute return approach, 
which applies to the portion of the portfolio not invested in MSCI EAFE 
Net Dividend Index derivatives or MSCI EAFE Net Dividend Index stocks, 
subject to an overall portfolio duration which will normally vary from 
(negative) 3 years to positive 8 years based on PIMCO's forecast for 
interest rates.\59\
---------------------------------------------------------------------------

    \59\ See supra, note 23.
---------------------------------------------------------------------------

    The Fund may invest in securities and instruments that are 
economically tied to foreign (non-U.S.) countries.\60\ The Fund may 
invest in securities denominated in foreign currencies and in U.S.-
dollar denominated securities of foreign issuers, subject to applicable 
limitations set forth herein. With respect to the Fund's absolute 
return investments, the Fund will normally limit its foreign currency 
exposure (from non-U.S. dollar-denominated securities or currencies) to 
20% of its total assets. With respect to the Fund's absolute return 
investments, the Fund may invest up to 25% of its total assets in 
securities and instruments that are economically tied to emerging 
market countries.\61\
---------------------------------------------------------------------------

    \60\ See supra, note 24.
    \61\ See supra, note 25.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions on a spot 
(cash) basis and forward basis and invest in foreign currency futures 
contracts and options contracts. The Fund may enter into these 
contracts to hedge against foreign exchange risk, to increase exposure 
to a foreign currency or to shift exposure to foreign currency 
fluctuations from one currency to another. Suitable hedging 
transactions may not be available in all circumstances and there can be 
no assurance that the Fund will engage in such transactions at any 
given time or from time to time.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts. The Fund may purchase or sell 
securities on a when-issued, delayed delivery or forward commitment 
basis and may engage in short sales.
International StocksPLUS Fund--Other (Non-Principal) Investments
    With respect to the Fund's absolute return investments, the Fund 
may invest up to 10% of its total assets in preferred stocks, 
convertible securities and other equity-related securities.
    The Fund may invest up to 20% of its total assets in: (i) Variable 
and floating rate securities that are not Fixed Income Instruments and 
(ii) floaters and inverse floaters that are not Fixed Income 
Instruments.
    The Fund may also invest up to 20% of its total assets in trade 
claims,

[[Page 52397]]

privately placed and unregistered securities, and exchange-traded and 
OTC-traded structured products, including credit-linked securities and 
commodity-linked notes. The Fund may invest up to 20% of its total 
assets in Brady Bonds. The Fund may invest up to 20% of its total 
assets in bank loans.
    The Fund may, with up to 20% of its total assets, enter into 
repurchase agreements on instruments other than Fixed Income 
Instruments. Repurchase agreements maturing in more than seven days and 
which may not be terminated within seven days at approximately the 
amount at which the Fund has valued the agreements will be considered 
illiquid securities. The Fund may also, with up to 20% of its total 
assets, enter into reverse repurchase agreements on instruments other 
than Fixed Income Instruments, subject to the Fund's limitations on 
borrowings. The Fund will segregate or ``earmark'' assets determined to 
be liquid by PIMCO in accordance with procedures established by the 
Board to cover its obligations under reverse repurchase agreements.
Investment Limits Applicable to the Fund
    The Fund may invest up to 20% of its total assets in ``high yield 
securities'' rated B or higher by Moody's, or equivalently rated by S&P 
or Fitch, or, if unrated, determined by PIMCO to be of comparable 
quality (except that within such limitation, the Fund may invest in 
mortgage-related securities rated below B).
    The Fund may invest up to 20% of its assets in mortgage-related and 
other asset-backed securities, although this 20% limitation does not 
apply to securities issued or guaranteed by Federal agencies and/or 
U.S. government sponsored instrumentalities.
Other Investment Limitations of the Funds
    According to the Registration Statement, each Fund may invest 
without limit, for temporary or defensive purposes, in U.S. debt 
securities, including taxable securities and short-term money market 
securities, if PIMCO deems it appropriate to do so. If PIMCO believes 
that economic or market conditions are unfavorable to investors, PIMCO 
may temporarily invest up to 100% of a Fund's assets in certain 
defensive strategies, including holding a substantial portion of a 
Fund's assets in cash, cash equivalents or other highly rated short-
term securities, including securities issued or guaranteed by the U.S. 
government, its agencies or instrumentalities.
    Not more than 10% of the net assets of a Fund in the aggregate 
invested in exchange-traded equity securities shall consist of equity 
securities, including stocks into which a convertible security is 
converted, whose principal market is not a member of the ISG or is a 
market with which the Exchange does not have a comprehensive 
surveillance sharing agreement. Furthermore, not more than 10% of the 
net assets of a Fund in the aggregate invested in futures contracts or 
exchange-traded options contracts shall consist of futures contracts or 
exchange-traded options contracts whose principal market is not a 
member of ISG or is a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement.
    For the purpose of achieving income, each Fund may lend its 
portfolio securities to brokers, dealers, and other financial 
institutions, provided that a number of conditions are satisfied, 
including that the loan is fully collateralized. When a Fund lends 
portfolio securities, its investment performance will continue to 
reflect changes in the value of the securities loaned, and a Fund will 
also receive a fee or interest on the collateral. Cash collateral 
received by a Fund in securities lending transactions may be invested 
in short-term liquid Fixed Income Instruments or in money market or 
short-term mutual funds or similar investment vehicles, including 
affiliated money market or short-term mutual funds.
    According to the Registration Statement, the Funds may invest in, 
to the extent permitted by Section 12(d)(1)(A) of the 1940 Act, other 
affiliated and unaffiliated funds, such as open-end or closed-end 
management investment companies, including other exchange-traded funds, 
provided that each of a Fund's investment in units or shares of 
investment companies and other open-end collective investment vehicles 
will not exceed 10% of that Fund's total assets. Each Fund may invest 
its securities lending collateral in one or more money market funds to 
the extent permitted by Rule 12d1-1 under the 1940 Act, including 
series of PIMCO Funds, an affiliated open-end management investment 
company managed by PIMCO.
Investment Restrictions
    Each Fund's investments, including investments in derivative 
instruments, will be subject to all of the restrictions under the 1940 
Act, including restrictions with respect to investments in illiquid 
securities, that is, the limitation that a fund may hold up to an 
aggregate amount of 15% of its net assets in illiquid securities 
(calculated at the time of investment), including Rule 144A securities 
deemed illiquid by the Adviser.\62\ Each Fund will monitor its 
respective portfolio liquidity on an ongoing basis to determine 
whether, in light of current circumstances, an adequate level of 
liquidity is being maintained, and will consider taking appropriate 
steps in order to maintain adequate liquidity if, through a change in 
values, net assets, or other circumstances, more than 15% of a Fund's 
net assets are held in illiquid securities. Illiquid securities include 
securities subject to contractual or other restrictions on resale and 
other instruments that lack readily available markets as determined in 
accordance with Commission staff guidance.\63\
---------------------------------------------------------------------------

    \62\ In reaching liquidity decisions, the Adviser may consider 
the following factors: the frequency of trades and quotes for the 
security; the number of dealers willing to purchase or sell the 
security and the number of other potential purchasers; dealer 
undertakings to make a market in the security; and the nature of the 
security and the nature of the marketplace trades (e.g., the time 
needed to dispose of the security, the method of soliciting offers, 
and the mechanics of transfer).
    \63\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the 1933 Act).
---------------------------------------------------------------------------

    Each Fund will be diversified within the meaning of the 1940 
Act.\64\
---------------------------------------------------------------------------

    \64\ The diversification standard is set forth in Section 
5(b)(1) of the 1940 Act (15 U.S.C. 80e).
---------------------------------------------------------------------------

    Each Fund intends to qualify annually and elect to be treated as a 
regulated investment company under Subchapter M of the Internal Revenue 
Code.\65\
---------------------------------------------------------------------------

    \65\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    No Fund will concentrate its investments in a particular industry, 
as that term is used in the 1940 Act, and as interpreted, modified, or 
otherwise permitted by regulatory authority having jurisdiction from 
time to time.\66\
---------------------------------------------------------------------------

    \66\ See Form N-1A, Item 9. The Commission has taken the 
position that a fund is concentrated if it invests more than 25% of 
the value of its total assets in any one industry. See, e.g., 
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR 
54241 (November 21, 1975).
---------------------------------------------------------------------------

    Each of the Funds' investments, including derivatives, will be 
consistent

[[Page 52398]]

with that Fund's investment objective and a Fund's use of derivatives 
may be used to enhance leverage. However, a Fund's investments will not 
be used to seek performance that is the multiple or inverse multiple 
(i.e., 2Xs and 3Xs) of the Fund's broad-based securities market index 
(as defined in Form N-1A).\67\
---------------------------------------------------------------------------

    \67\ Each Fund's broad-based securities market index will be 
identified in a future amendment to the Registration Statement 
following a Fund's first full calendar year of performance.
---------------------------------------------------------------------------

Net Asset Value and Derivatives Valuation Methodology for Purposes of 
Determining Net Asset Value
    The NAV of each Fund's Shares will be determined by dividing the 
total value of the Fund's portfolio investments and other assets, less 
any liabilities, by the total number of Shares outstanding.
    Each Fund's Shares will be valued as of the close of regular 
trading on the New York Stock Exchange (``NYSE'') normally 4:00 p.m. 
Eastern time (``E.T.'') (the ``NYSE Close'') on each day NYSE Arca is 
open (``Business Day''). Information that becomes known to each of the 
Funds or its agents after the NAV has been calculated on a particular 
day will not generally be used to retroactively adjust the price of a 
portfolio asset or the NAV determined earlier that day.
    For purposes of calculating NAV, portfolio securities and other 
assets for which market quotes are readily available will be valued at 
market value. Market value will generally be determined on the basis of 
last reported sales prices, or if no sales are reported, based on 
quotes obtained from a quotation reporting system, established market 
makers, or pricing services.
    Fixed Income Instruments, including those to be purchased under 
firm commitment agreements/delayed delivery basis, will generally be 
valued on the basis of quotes obtained from brokers and dealers or 
independent pricing services. Foreign fixed income securities will 
generally be valued on the basis of quotes obtained from brokers and 
dealers or pricing services using data reflecting the earlier closing 
of the principal markets for those assets. Short-term debt instruments 
having a remaining maturity of 60 days or less are generally valued at 
amortized cost, which approximates market value.
    As discussed in more detail below, derivatives will generally be 
valued on the basis of quotes obtained from brokers and dealers or 
pricing services using data reflecting the earlier closing of the 
principal markets for those assets. Local closing prices will be used 
for all instrument valuation purposes. Foreign currency-denominated 
derivatives are generally valued using market inputs as of the 
respective local region's market close.
    With respect to specific derivatives:
     Currency spot and forward rates from major market data 
vendors \68\ will generally be determined as of the NYSE Close.
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    \68\ Major market data vendors may include, but are not limited 
to: Thomson Reuters, JPMorgan Chase PricingDirect Inc., Markit Group 
Limited, Bloomberg, Interactive Data Corporation or other major data 
vendors.
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     Exchange traded futures will generally be valued at the 
settlement price of the exchange.
     A total return swap on an index will be valued at the 
publicly available index price. The index price, in turn, is determined 
by the applicable index calculation agent, which generally values the 
securities underlying the index at the last reported sale price.
     Equity total return swaps will generally be valued using 
the actual underlying equity at local market closing, while bank loan 
total return swaps are generally valued using the evaluated underlying 
bank loan price minus the strike price of the loan.
     Exchange traded non-equity options, index options, and 
options on futures will generally be valued at the official settlement 
price determined by the relevant exchange, if available.
     OTC and exchange traded equity options will generally be 
valued on a basis of quotes obtained from a quotation reporting system, 
established market makers, or pricing services.
     OTC FX options will generally be valued by pricing 
vendors.
     All other swaps such as interest rate swaps, inflation 
swaps, swaptions, credit default swaps, CDX/CDS will generally be 
valued by pricing services.
     Forwards will generally be valued in the same manner as 
the underlying securities. Forward settling positions for which market 
quotes are readily available will generally be valued at market value. 
Typically, forwards on Fixed Income Instruments will be marked to 
market daily.
    Exchange-traded equity securities will be valued at the official 
closing price or the last trading price on the exchange or market on 
which the security is primarily traded at the time of valuation. If no 
sales or closing prices are reported during the day, equity securities 
are generally valued at the mean of the last available bid and ask 
quotation on the exchange or market on which the security is primarily 
traded, or using other market information obtained from quotation 
reporting systems, established market makers, or pricing services. 
Investment company securities that are not exchange-traded will be 
valued at NAV. Money market instruments, trade claims, privately placed 
and unregistered securities, structured products and other types of 
debt securities will generally be valued on the basis of independent 
pricing services or quotes obtained from brokers and dealers.
    If a foreign security's value has materially changed after the 
close of the security's primary exchange or principal market but before 
the NYSE Close, the security will be valued at fair value based on 
procedures established and approved by the Board. Foreign securities 
that do not trade when the NYSE is open are also valued at fair value.
    Securities and other assets for which market quotes are not readily 
available are valued at fair value as determined in good faith by the 
Board or persons acting at their direction. The Board has adopted 
methods for valuing securities and other assets in circumstances where 
market quotes are not readily available, and has delegated to PIMCO the 
responsibility for applying the valuation methods. In the event that 
market quotes are not readily available, and the security or asset 
cannot be valued pursuant to one of the valuation methods, the value of 
the security or asset will be determined in good faith by the Valuation 
Committee of the Board, generally based upon recommendations provided 
by PIMCO.
    Market quotes are considered not readily available in circumstances 
where there is an absence of current or reliable market-based data 
(e.g., trade information, bid/ask information, broker quotes), 
including where events occur after the close of the relevant market, 
but prior to the NYSE Close, that materially affect the values of the 
Fund's securities or assets. In addition, market quotes are considered 
not readily available when, due to extraordinary circumstances, the 
exchanges or markets on which the securities trade do not open for 
trading for the entire day and no other market prices are available. 
The Board has delegated to PIMCO the responsibility for monitoring 
significant events that may materially affect the values of the Fund's 
securities or assets and for determining whether the value of the 
applicable securities or assets should be re-evaluated in light of such 
significant events.
    When a Fund uses fair value pricing to determine its NAV, 
securities will not be priced on the basis of quotes from the

[[Page 52399]]

primary market in which they are traded, but rather may be priced by 
another method that the Board or persons acting at their direction 
believe reflects fair value. Fair value pricing may require subjective 
determinations about the value of a security. While the Trust's policy 
is intended to result in a calculation of a Fund's NAV that fairly 
reflects security values as of the time of pricing, the Trust cannot 
ensure that fair values determined by the Board or persons acting at 
their direction would accurately reflect the price that a Fund could 
obtain for a security if it were to dispose of that security as of the 
time of pricing (for instance, in a forced or distressed sale). The 
prices used by a Fund may differ from the value that would be realized 
if the securities were sold.
    For a Fund's 4:00 p.m. E.T. futures holdings, estimated prices from 
Reuters will be used if any cumulative futures margin impact is greater 
than $0.005 to the NAV due to futures movement after the fixed income 
futures market closes (3:00 p.m. E.T.) and up to the NYSE Close 
(generally 4:00 p.m. E.T.). Swaps traded on exchanges such as the 
Chicago Mercantile Exchange (``CME'') or the Intercontinental Exchange 
(``ICE-US'') will use the applicable exchange closing price where 
available.
    Investments initially valued in currencies other than the U.S. 
dollar are converted to the U.S. dollar using exchange rates obtained 
from pricing services. As a result, the NAV of a Fund's Shares may be 
affected by changes in the value of currencies in relation to the U.S. 
dollar. The value of securities traded in markets outside the United 
States or denominated in currencies other than the U.S. dollar may be 
affected significantly on a day that the NYSE is closed. As a result, 
to the extent that a Fund holds foreign (non-U.S.) securities, the NAV 
of a Fund's shares may change when an investor cannot purchase, redeem 
or exchange Shares.
Derivatives Valuation Methodology for Purposes of Determining Portfolio 
Indicative Value
    On each Business Day, before commencement of trading in Fund Shares 
on NYSE Arca, each Fund will disclose on its Web site the identities 
and quantities of the portfolio instruments and other assets held by 
the Fund that will form the basis for the Fund's calculation of NAV at 
the end of the Business Day.
    In order to provide additional information regarding the intra-day 
value of shares of the Fund, the NYSE Arca or a market data vendor will 
disseminate every 15 seconds through the facilities of the Consolidated 
Tape Association or other widely disseminated means an updated 
Portfolio Indicative Value (``PIV'') for each Fund as calculated by an 
information provider or market data vendor.
    A third party market data provider will calculate the PIV for each 
Fund. For the purposes of determining the PIV, the third party market 
data provider's valuation of derivatives is expected to be similar to 
their valuation of all securities. The third party market data provider 
may use market quotes if available or may fair value securities against 
proxies (such as swap or yield curves).
    With respect to specific derivatives:
     Foreign currency derivatives may be valued intraday using 
market quotes, or another proxy as determined to be appropriate by the 
third party market data provider.
     Futures may be valued intraday using the relevant futures 
exchange data, or another proxy as determined to be appropriate by the 
third party market data provider.
     Interest rate swaps may be mapped to a swap curve and 
valued intraday based on the swap curve, or another proxy as determined 
to be appropriate by the third party market data provider.
     CDX/CDS may be valued using intraday data from market 
vendors, or based on underlying asset price, or another proxy as 
determined to be appropriate by the third party market data provider.
     Total return swaps may be valued intraday using the 
underlying asset price, or another proxy as determined to be 
appropriate by the third party market data provider.
     Exchange listed options may be valued intraday using the 
relevant exchange data, or another proxy as determined to be 
appropriate by the third party market data provider.
     OTC options may be valued intraday through option 
valuation models (e.g., Black-Scholes) or using exchange traded options 
as a proxy, or another proxy as determined to be appropriate by the 
third party market data provider.
     A third party market data provider's valuation of forwards 
will be similar to their valuation of the underlying securities, or 
another proxy as determined to be appropriate by the third party market 
data provider. The third party market data provider will generally use 
market quotes if available. Where market quotes are not available, they 
may fair value securities against proxies (such as swap or yield 
curves). Each Fund's disclosure of forward positions will include 
information that market participants can use to value these positions 
intraday.
Disclosed Portfolio
    Each Fund's disclosure of derivative positions in the applicable 
Disclosed Portfolio will include information that market participants 
can use to value these positions intraday. On a daily basis, the Funds 
will disclose on the Funds' Web site the following information 
regarding each portfolio holding, as applicable to the type of holding: 
Ticker symbol, CUSIP number or other identifier, if any; a description 
of the holding (including the type of holding, such as the type of 
swap); the identity of the security, commodity, index or other asset or 
instrument underlying the holding, if any; for options, the option 
strike price; quantity held (as measured by, for example, par value, 
notional value or number of shares, contracts or units); maturity date, 
if any; coupon rate, if any; effective date, if any; market value of 
the holding; and the percentage weighting of the holding in a Fund's 
portfolio.
Impact on Arbitrage Mechanism
    For each Fund, the Adviser believes there will be minimal, if any, 
impact to the arbitrage mechanism as a result of the use of 
derivatives. Market makers and participants should be able to value 
derivatives as long as the positions are disclosed with relevant 
information. The Adviser believes that the price at which Shares trade 
will continue to be disciplined by arbitrage opportunities created by 
the ability to purchase or redeem creation Shares at their NAV, which 
should ensure that Shares will not trade at a material discount or 
premium in relation to their NAV.
    The Adviser does not believe there will be any significant impacts 
to the settlement or operational aspects of a Fund's arbitrage 
mechanism due to the use of derivatives. Because derivatives generally 
are not eligible for in-kind transfer, they will be substituted with a 
``cash in lieu'' amount (as described below) when each Fund processes 
purchases or redemptions of creation units in-kind.
Creations and Redemptions of Shares
    According to the Registration Statement, Shares of each of the 
Funds that trade in the secondary market will be ``created'' at NAV 
\69\ by ``Authorized

[[Page 52400]]

Participants'' only in block-size creation units (``Creation Units'') 
of 100,000 Shares or multiples thereof.\70\ Each of the Funds will 
offer and issue Shares at their NAV per Share generally in exchange for 
a basket of debt securities held by that Fund (the ``Deposit 
Securities'') together with a deposit of a specified cash payment (the 
``Cash Component''), or in lieu of Deposit Securities, a Fund may 
permit a ``cash-in-lieu'' amount for any reason at the Fund's sole 
discretion. Alternatively, a Fund may issue Creation Units in exchange 
for a specified all-cash payment (``Cash Deposit'') (together with 
Deposit Securities and Cash Component, the ``Fund Deposit''). 
Similarly, Shares can be redeemed only in Creation Units, generally in-
kind for a portfolio of debt securities held by the Funds and/or for a 
specified amount of cash (collectively, ``Redemption Instruments'').
---------------------------------------------------------------------------

    \69\ The NAV of each Fund's Shares generally will be calculated 
once daily Monday through Friday as of the close of trading on the 
New York Stock Exchange (``NYSE''), generally 4:00 p.m. E.T. (the 
``NAV Calculation Time'') on any Business Day. NAV per Share is 
calculated by dividing the Fund's net assets by the number of that 
Fund's Shares outstanding. For more information regarding the 
valuation of Fund investments in calculating a Fund's NAV, see the 
Registration Statement.
    \70\ The term ``Authorized Participant'' refers to a 
Participating Party (a broker-dealer or other participant in the 
clearing process through the Continuous Net Settlement System of the 
National Securities Clearing Corporation (``NSCC''); or a Depository 
Trust Company (``DTC'') Participant who has executed a Participant 
Agreement (an agreement with the Distributor and Transfer Agent with 
respect to creations and redemptions of Creation Unit aggregations).
---------------------------------------------------------------------------

    On any given Business Day, purchases and redemptions of Creation 
Units will be made in whole or in part on a cash basis if an Authorized 
Participant deposits or receives (as applicable) cash in lieu of some 
or all of the Fund Deposit or Redemption Instruments, respectively, 
solely because such instruments are, in the case of the Fund Deposit, 
not available in sufficient quantity.\71\ In determining whether a Fund 
will be selling or redeeming Creation Units on a cash or in-kind basis, 
the key consideration will be the benefit which would accrue to Fund 
investors. In many cases, investors may benefit by the use of all cash 
purchase orders because the Adviser would execute trades rather than 
market makers, and the Adviser may be able to obtain better execution 
in bond transactions due to its size, experience and potentially 
stronger relationships in the fixed income markets.
---------------------------------------------------------------------------

    \71\ Such purchase or redemption transactions are ``custom 
orders.'' On any given Business Day, if the Fund accepts a custom 
order, the Adviser represents that the Fund will accept custom 
orders from all other Authorized Participants on the same basis.
---------------------------------------------------------------------------

    Except when aggregated in Creation Units, Shares will not be 
redeemable by the Funds. The prices at which creations and redemptions 
occur are based on the next calculation of NAV after an order is 
received. Requirements as to the timing and form of orders are 
described in the Authorized Participant agreement. PIMCO will make 
available on each Business Day via the National Securities Clearing 
Corporation (``NSCC''), prior to the opening of business (subject to 
amendments) on the Exchange (currently 9:30 a.m., E.T.), the identity 
and the required amount of each Deposit Security and the amount of the 
Cash Component (or Cash Deposit) to be included in the current ``Fund 
Deposit'' \72\ (based on information at the end of the previous 
Business Day). Shares can be redeemed only in Creation Units, generally 
in-kind for a portfolio of securities held by a Fund and/or for a 
specified amount of cash. Creations and redemptions must be made by an 
Authorized Participant.
---------------------------------------------------------------------------

    \72\ The Deposit Securities and Cash Component or, 
alternatively, the Cash Deposit, will constitute the Fund Deposit, 
which will represent the investment amount for a Creation Unit of 
each of the Funds.
---------------------------------------------------------------------------

    Additional information regarding the Trust, the Funds and the 
Shares, including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings, disclosure policies, 
distributions and taxes is included in the Registration Statement. All 
terms relating to the Funds that are referred to but not defined in 
this proposed rule change are defined in the Registration Statement.
Availability of Information
    The Trust's Web site (www.pimcoetfs.com), which is publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for each of the Funds that may be downloaded. The 
Trust's Web site will include additional quantitative information 
updated on a daily basis, including, for each of the Funds, (1) daily 
trading volume, the prior Business Day's reported closing price, NAV 
and mid-point of the bid/ask spread at the time of calculation of such 
NAV (the ``Bid/Ask Price''),\73\ and a calculation of the premium and 
discount of the Bid/Ask Price against the NAV, and (2) data in chart 
format displaying the frequency distribution of discounts and premiums 
of the daily Bid/Ask Price against the NAV, within appropriate ranges, 
for each of the four previous calendar quarters. On each Business Day, 
before commencement of trading in Shares in the Core Trading Session 
(9:30 a.m. E.T. to 4:00 p.m. E.T.) on the Exchange, each of the Funds 
will disclose on the Trust's Web site the Disclosed Portfolio as 
defined in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis 
for the each of the Fund's calculation of NAV at the end of the 
Business Day.\74\
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    \73\ The Bid/Ask Price of each of the Funds will be determined 
using the mid-point of the highest bid and the lowest offer on the 
Exchange as of the time of calculation of that Fund's NAV. The 
records relating to Bid/Ask Prices will be retained by each of the 
Funds and their service providers.
    \74\ Under accounting procedures followed by the Funds, trades 
made on the prior Business Day (``T'') will be booked and reflected 
in NAV on the current Business Day (``T+1''). Accordingly, the Funds 
will be able to disclose at the beginning of the Business Day the 
portfolio that will form the basis for the NAV calculation at the 
end of the Business Day.
---------------------------------------------------------------------------

    On a daily basis, the Funds will disclose on the Funds' Web site 
the following information regarding each portfolio holding, as 
applicable to the type of holding: Ticker symbol, CUSIP number or other 
identifier, if any; a description of the holding (including the type of 
holding, such as the type of swap); the identity of the security, 
commodity, index or other asset or instrument underlying the holding, 
if any; for options, the option strike price; quantity held (as 
measured by, for example, par value, notional value or number of 
shares, contracts or units); maturity date, if any; coupon rate, if 
any; effective date, if any; market value of the holding; and the 
percentage weighting of the holding in a Fund's portfolio. The Web site 
information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities, if applicable, required to be delivered in 
exchange for each of the Funds' Shares, together with estimates and 
actual cash components, will be publicly disseminated daily prior to 
the opening of the Exchange via the NSCC. The basket represents one 
Creation Unit of each of the Funds. The NAV of each of the Funds will 
normally be determined as of the close of the regular trading session 
on the Exchange (ordinarily 4:00 p.m. E.T.) on each Business Day. 
Authorized participants may refer to the basket composition file for 
information regarding Fixed Income Instruments, and any other 
instrument that may comprise a Fund's basket on a given day.
    Investors can also obtain the Trust's SAI, the Funds' Shareholder 
Reports, and the Funds' Forms N-CSR and Forms N-SAR, filed twice a 
year. The Trust's SAI and Shareholder Reports are available free upon 
request from the Trust, and those documents and the Form N-CSR, Form N-
PX and Form N-SAR may be viewed on-screen or downloaded from the 
Commission's Web site at www.sec.gov. Intra-day and closing price 
information regarding equity securities traded on a national

[[Page 52401]]

securities exchange, including common stocks, preferred stocks, 
securities convertible into stocks, closed-end funds exchange traded 
funds, and other equity-related securities, will be available from the 
exchange on which such securities are traded. Intra-day and closing 
price information regarding Fixed Income Instruments also will be 
available from major market data vendors. In addition, price 
information for the debt securities and other financial instruments 
held by each of the Funds will be available through major market data 
vendors.\75\ Price information relating to forwards, OTC options and 
swaps will be available from major market data vendors. Intra-day and 
closing price information regarding exchange-traded options (including 
options on futures) and futures will be available from the exchanges on 
which such instruments are traded. U.S. exchange-traded options 
quotation and last sale information is available via the Options Price 
Reporting Authority. Price information regarding money market 
instruments, trade claims, privately placed and unregistered 
securities, bank loans and structured products will be available from 
major market data vendors. Price information regarding other investment 
company securities will be available from on-line information services 
and from the Web site for the applicable investment company security. 
Information regarding market price and trading volume of the Shares 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers. Quotation and last sale information for the 
Shares will be available via the Consolidated Tape Association 
(``CTA'') high-speed line. In addition, the PIV, as defined in NYSE 
Arca Equities Rule 8.600 (c)(3), will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Core Trading Session.\76\ The dissemination of the PIV, together with 
the Disclosed Portfolio, may allow investors to determine an 
approximate value of the underlying portfolio of each of the Funds on a 
daily basis and to provide an estimate of that value throughout the 
trading day.
---------------------------------------------------------------------------

    \75\ Supplementally, major market data vendors may include, but 
are not limited to: Thomson Reuters, JPMorgan Chase PricingDirect 
Inc., Markit Group Limited, Bloomberg, Interactive Data Corporation 
or other major data vendors.
    \76\ Currently, the Exchange understands that several major 
market data vendors display and/or make widely available PIV taken 
from the CTA or other data feeds.
---------------------------------------------------------------------------

Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of any of the Funds.\77\ Trading in Shares of any 
of the Funds will be halted if the circuit breaker parameters in NYSE 
Arca Equities Rule 7.12 have been reached. Trading also may be halted 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable. These may include: 
(1) The extent to which trading is not occurring in the securities and/
or the financial instruments comprising the Disclosed Portfolio of a 
Fund; or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present. Trading in the Shares will be subject to NYSE Arca Equities 
Rule 8.600(d)(2)(D), which sets forth circumstances under which Shares 
of a Fund may be halted.
---------------------------------------------------------------------------

    \77\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. E.T. in accordance with 
NYSE Arca Equities Rule 7.34 (Opening, Core, and Late Trading 
Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
    The Shares of each Fund will conform to the initial and continued 
listing criteria under NYSE Arca Equities Rule 8.600. Consistent with 
NYSE Arca Equities Rule 8.600(d)(2)(B)(ii), the Funds' Reporting 
Authority will implement and maintain, or be subject to, procedures 
designed to prevent the use and dissemination of material non-public 
information regarding the actual components of each Fund's portfolio. 
The Exchange represents that, for initial and/or continued listing, 
each Fund will be in compliance with Rule 10A-3 \78\ under the Act, as 
provided by NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares 
for each Fund will be outstanding at the commencement of trading on the 
Exchange. The Exchange will obtain a representation from the issuer of 
the Shares that the net asset value (``NAV'') per Share will be 
calculated daily and that the NAV and the Disclosed Portfolio will be 
made available to all market participants at the same time.
---------------------------------------------------------------------------

    \78\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\79\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and applicable federal securities laws.
---------------------------------------------------------------------------

    \79\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares, exchange-traded options, equities, 
futures and options on futures with other markets or other entities 
that are members of the ISG and FINRA may obtain trading information 
regarding trading in the Shares, exchange-trade options, equities, 
futures and options on futures from such markets or entities. In 
addition, the Exchange may obtain information regarding trading in the 
Shares, exchange-traded options, equities, futures and options on 
futures from markets or other entities that are members of ISG or with 
which the Exchange has in place a comprehensive surveillance sharing 
agreement.\80\ FINRA, on behalf of the Exchange, is able to access, as 
needed, trade information for certain fixed income

[[Page 52402]]

securities held by the Funds reported to FINRA's Trade Reporting and 
Compliance Engine (``TRACE''). FINRA also can access data obtained from 
the Municipal Securities Rulemaking Board relating to municipal bond 
trading activity for surveillance purposes in connection with trading 
in the Shares.
---------------------------------------------------------------------------

    \80\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for the Fund may trade on markets that are 
members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of a Fund in the aggregate 
invested in exchange-traded equity securities shall consist of equity 
securities, including stocks into which a convertible security is 
converted, whose principal market is not a member of the ISG or is a 
market with which the Exchange does not have a comprehensive 
surveillance sharing agreement. Furthermore, not more than 10% of the 
net assets of a Fund in the aggregate invested in futures contracts or 
exchange-traded options contracts shall consist of futures contracts or 
exchange-traded options contracts whose principal market is not a 
member of ISG or is a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
(``Bulletin'') of the special characteristics and risks associated with 
trading the Shares. Specifically, the Bulletin will discuss the 
following: (1) The procedures for purchases and redemptions of Shares 
in Creation Unit aggregations (and that Shares are not individually 
redeemable); (2) NYSE Arca Equities Rule 9.2(a), which imposes a duty 
of due diligence on its ETP Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (3) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Portfolio Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
PIV and the Disclosed Portfolio is disseminated; (5) the requirement 
that ETP Holders deliver a prospectus to investors purchasing newly 
issued Shares prior to or concurrently with the confirmation of a 
transaction; and (6) trading information.
    In addition, the Bulletin will reference that each of the Funds is 
subject to various fees and expenses described in the Registration 
Statement. The Bulletin will discuss any exemptive, no-action, and 
interpretive relief granted by the Commission from any rules under the 
Act. The Bulletin will also disclose that the NAV for the Shares will 
be calculated after 4:00 p.m. E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \81\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \81\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. FINRA, on behalf of the Exchange, 
will communicate as needed regarding trading in the Shares, exchange-
traded options, equities, futures and options on futures with other 
markets or other entities that are members of the ISG and FINRA may 
obtain trading information regarding trading in the Shares, exchange-
trade options, equities, futures and options on futures from such 
markets or entities. In addition, the Exchange may obtain information 
regarding trading in the Shares, exchange-traded options, equities, 
futures and options on futures from markets or other entities that are 
members of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement. FINRA, on behalf of the Exchange, is 
able to access, as needed, trade information for certain fixed income 
securities held by the Funds reported to FINRA's TRACE. FINRA also can 
access data obtained from the Municipal Securities Rulemaking Board 
relating to municipal bond trading activity for surveillance purposes 
in connection with trading in the Shares. Not more than 10% of the net 
assets of a Fund in the aggregate invested in exchange-traded equity 
securities shall consist of equity securities, including stocks into 
which a convertible security is converted, whose principal market is 
not a member of the ISG or is a market with which the Exchange does not 
have a comprehensive surveillance sharing agreement. Furthermore, not 
more than 10% of the net assets of a Fund in the aggregate invested in 
futures contracts or exchange-traded options contracts shall consist of 
futures contracts or exchange-traded options contracts whose principal 
market is not a member of ISG or is a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement.
    With respect to each Fund's absolute return investments, each Fund 
will limit its investment in securities and instruments economically 
tied to emerging market countries to 25% of its total assets. With 
respect to each Fund's absolute return investments, each Fund will 
limit its investment in ``high yield'' securities rated B or higher by 
Moody's, or equivalently rated by S&P or Fitch, or if unrated, 
determined by PIMCO to be of comparable quality to 20% of its total 
assets (except that within such limitation, each Fund may invest in 
mortgage-related securities rated below B). With respect to each Fund's 
absolute return investments, each Fund will normally limit its foreign 
currency exposure (from non-U.S. dollar-denominated securities or 
currencies) to 20% of its total assets. Each Fund may invest up to 20% 
of its total assets in ``high yield securities'' rated B or higher by 
Moody's, or equivalently rated by S&P or Fitch, or, if unrated, 
determined by PIMCO to be of comparable quality (except that within 
such limitation, the Fund may invest in mortgage-related securities 
rated below B). Each Fund may invest up to 20% of its assets in 
mortgage-related and other asset-backed securities, although this 20% 
limitation does not apply to securities issued or guaranteed by Federal 
agencies and/or U.S. government sponsored instrumentalities. Each Fund 
may invest up to 20% of its total assets in bank loans. Each Fund's 
investment in units or shares of investment companies and other open-
end collective investment vehicles will not exceed 10% of that Fund's 
total assets. Each Fund's investment in illiquid securities will not 
exceed 15% of its net assets. None of the Funds will concentrate its 
investments in a particular industry.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share for each Fund will be calculated daily 
and that the NAV and the Disclosed Portfolio will be made available to 
all market participants at the same time. In addition, a large amount 
of information

[[Page 52403]]

is publicly available regarding each of the Funds and the Shares, 
thereby promoting market transparency. Moreover, the PIV will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Exchange's Core Trading Session. On each Business 
Day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, each of the Funds will disclose on the Trust's 
Web site the Disclosed Portfolio that will form the basis for each 
Fund's calculation of NAV at the end of the Business Day. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services, and quotation 
and last sale information will be available via the CTA high-speed 
line. The Trust's Web site will include a form of the prospectus for 
each of the Funds and additional data relating to NAV and other 
applicable quantitative information. Moreover, prior to the 
commencement of trading, the Exchange will inform its ETP Holders in an 
Information Bulletin of the special characteristics and risks 
associated with trading the Shares. Trading in Shares of the any of the 
Funds will be halted if the circuit breaker parameters in NYSE Arca 
Equities Rule 7.12 have been reached or because of market conditions or 
for reasons that, in the view of the Exchange, make trading in the 
Shares inadvisable, and trading in the Shares will be subject to NYSE 
Arca Equities Rule 8.600(d)(2)(D), which sets forth circumstances under 
which Shares of either of the Funds may be halted. In addition, as 
noted above, investors will have ready access to information regarding 
each of the Funds' holdings, the PIV, the Disclosed Portfolio, and 
quotation and last sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
additional types of actively-managed exchange-traded products that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange has in 
place surveillance procedures relating to trading in the Shares and may 
obtain information via ISG from other exchanges that are members of ISG 
or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement. The Adviser is not a broker-dealer but 
is affiliated with a broker-dealer and has implemented a ``fire wall'' 
with respect to such broker-dealer regarding access to information 
concerning the composition and/or changes to each Fund's portfolio. In 
addition, the Funds' Reporting Authority will implement and maintain, 
or be subject to, procedures designed to prevent the use and 
dissemination of material non-public information regarding the actual 
components of each Fund's portfolio.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of 
additional types of actively-managed exchange-traded products that, 
under normal circumstances, will invest principally in fixed income 
securities and that will enhance competition with respect to such 
products among market participants, to the benefit of investors and the 
marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days of such 
date (i) as the Commission may designate if it finds such longer period 
to be appropriate and publishes its reasons for so finding or (ii) as 
to which the self-regulatory organization consents, the Commission 
will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml ); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2014-89 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

    All submissions should refer to File Number SR-NYSEArca-2014-89. 
This file number should be included on the subject line if email is 
used. To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml ). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for Web site 
viewing and printing in the Commission's Public Reference Section, 100 
F Street NE., Washington, DC 20549 on official business days between 10 
a.m. and 3 p.m. Copies of the filing will also be available for 
inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEArca-2014-89 and should be submitted on or before 
September 24, 2014.
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    \82\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\82\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-20874 Filed 9-2-14; 8:45 am]
BILLING CODE 8011-01-P