Pacific Investment Management Company LLC and Pimco Europe Ltd. - s. 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) -- relief from the adviser registration requirements of subsection 22(1)(b) of the CFA in respect of advising certain mutual funds, non-redeemable investment funds and similar investment vehicles established outside of Canada in respect of trades in commodity futures contracts and commodity futures options traded on commodity futures exchanges primarily outside of Canada and cleared through clearing corporations primarily outside of Canada, subject to certain terms and conditions.

Statutes Cited:

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., s. 22(1)(b), 80.

Securities Act, R.S.O. 1990, c. S.5, as am. -- Rule 35-502 -- Non Resident Advisers.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

R.S.O. 1990, CHAPTER C.20, AS AMENDED

(the CFA)

AND

IN THE MATTER OF

PACIFIC INVESTMENT MANAGEMENT

COMPANY LLC AND PIMCO EUROPE LTD.

ORDER

(Section 80 of the CFA)

UPON the application (the Application) of Pacific Investment Management Company LLC (PIMCO), PIMCO Europe Ltd. (PIMCO Europe) and Future Fund Managers, as defined below (collectively, the Applicants) to the Ontario Securities Commission (the Commission) for an order, pursuant to section 80 of the CFA, that the Applicants and their directors, officers, partners and employees are exempt, for a period of three years, from the registration requirements of section 22(1)(b) of the CFA in respect of advising certain mutual funds and non-redeemable investment funds and similar investment vehicles established outside of Canada (the Funds, as set out in Schedule A) in respect of trades in commodity futures contracts and commodity futures options traded on commodity futures exchanges primarily outside of Canada and cleared through clearing corporations primarily outside of Canada;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicants having represented to the Commission that:

1. PIMCO is a limited liability company duly formed under the laws of the state of Delaware. PIMCO is registered with (a) the U.S. Securities and Exchange Commission (SEC) as an investment adviser under the U.S. Investment Advisers Act of 1940, (b) the Commodity Futures Trading Commission (CFTC) as a Commodity Trading Adviser and (c) the National Futures Association (NFA).

2. PIMCO Europe is a private limited company incorporated in England and Wales. PIMCO Europe is registered with the Registrar of Companies for England and Wales and is authorized by the Financial Services Authority in the United Kingdom to advise on investments including commodity futures and options. PIMCO Europe is authorized to provide its services through branches in both Germany and the Netherlands and has notified the BaFin in Germany and the Autoriteit Financiele Markten (AFM) in the Netherlands accordingly. Each branch is registered with the respective companies registry in both Germany and the Netherlands. PIMCO Europe is also authorized to provide its services on a cross border basis in a majority of European member states.

3. The Applicants may also include, from time to time, other non-resident entities (the Future Fund Managers) in the PIMCO Group of companies that provide advice with respect to commodity futures and options contracts to the Funds which may subsequently execute and submit to the Commission a verification certificate confirming the truth and accuracy of the information set out in this Application with respect to that particular Applicant.

4. None of the Applicants is resident in Canada.

5. In respect of each Fund, one or more of the Applicants is a trading advisor for the Funds.

6. The Funds are, or will be, established outside of Canada. Securities of the Funds are, or will be, offered primarily outside of Canada. Securities of the Funds will be offered and distributed in Ontario through Ontario-registered dealers, in reliance upon an exemption from the prospectus requirements of the Ontario Securities Act (the OSA) and in reliance upon an exemption from the adviser registration requirement of the OSA under section 7.10 of Commission Rule 35-502 Non-Resident Advisers (Rule 35-502).

7. The Funds may invest in commodity futures contracts and options traded on organized exchanges primarily outside of Canada and cleared through clearing corporations located primarily outside of Canada, other derivative instruments traded over the counter primarily outside of Canada and in securities.

8. None of the Applicants is registered in any capacity under the CFA or the OSA.

9. There is presently no rule under the CFA that provides an exemption from the adviser registration requirement in paragraph 22(1)(b) of the CFA for a person or company acting as an adviser in respect of commodity futures options and commodity futures contracts that is similar to the exemption from the adviser registration requirement in clause 25(1)(b) of the OSA for acting as an adviser (as defined in the OSA) in respect of securities that is provided under section 7.10 of Rule 35-502.

10. As would be required under section 7.10 of Rule 35-502, the securities of the Funds are, or will be:

(i) primarily offered outside of Canada;

(ii) only distributed in Ontario through one or more registrants under the OSA; and

(iii) distributed in Ontario in reliance upon an exemption from the prospectus requirements of the OSA.

11. Prospective investors in the Funds who are Ontario residents will receive disclosure that includes:

(i) a statement that there may be difficulty in enforcing any legal rights against the applicable Fund, or the Applicant which advises the relevant Fund, because such entities are resident outside of Canada and all or substantially all of their assets are situated outside of Canada; and

(ii) a statement that the relevant Applicant advising the applicable Fund is not, or will not be, registered with the Commission under the CFA and, accordingly, the protections available to clients of a registered adviser under the CFA will not be available to purchasers of securities of the Fund.

12. None of the Funds is, and none have a current intention of becoming a reporting issuer in Ontario or in any other Canadian jurisdiction.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to grant the exemption requested on the basis of the terms and conditions proposed;

IT IS ORDERED pursuant to section 80 of the CFA that the Applicants and their directors, officers, partners and employees are not subject to the requirements of section 22(1)(b) of the CFA in respect of their advisory activities in connection with the Funds, for a period of three years, provided that:

(a) the Applicants, where required, are or will be registered or licensed, or are or will be entitled to rely on appropriate exemptions from such registrations or licences to provide advice to the Funds pursuant to the applicable legislation of their principal jurisdiction;

(b) the Funds invest, or may in the future invest, in commodity futures contracts and commodity futures options principally traded on commodity futures exchanges outside of Canada and cleared through clearing corporations located outside of Canada;

(c) securities of the Funds are or will be:

(i) offered primarily outside of Canada;

(ii) only be distributed in Ontario through one or more registrants under the OSA; and

(iii) distributed in Ontario in reliance on an exemption from the prospectus requirements of the OSA and upon an exemption from the adviser registration requirement of the OSA under section 7.10 of Rule 35-502;

(d) prospective investors who are Ontario residents will receive disclosure that includes:

(i) a statement that there may be difficulty enforcing legal rights against the Funds or the Applicant advising the Funds because they are resident outside of Canada and all or substantially all of their assets are situated outside of Canada; and

(ii) a statement that the Applicant advising the Funds is not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser will not be available to purchasers of securities of the Funds.

(e) any Applicant whose name does not specifically appear in this Order and who proposes to rely on the exemption granted under this Order, shall, as a condition to relying on such exemption, have executed and filed with the Commission a verification certificate referencing this Order and confirming the truth and accuracy of the Application with respect to that particular Applicant.

July 21, 2006

"Suresh Thakrar"

"Paul K. Bates"

SCHEDULE A

PIMCO FUNDS

PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC