EX-99.5 6 file6.htm AXIS REINSURANCE COMPANY

SECUREXCESS DECLARATIONS

SUBJECT TO THE PROVISIONS OF THE UNDERLYING INSURANCE, THIS POLICY MAY ONLY APPLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD. THE LIMITS OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENT AMOUNTS SHALL BE REDUCED AND MAY BE TOTALLY EXHAUSTED BY PAYMENT OF DEFENSE COSTS. PLEASE READ THIS POLICY CAREFULLY.


COMPANY:    Axis Reinsurance Company POLICY NUMBER:    RNN 715330
Item 1.    Policyholder:
PIMCO Funds
888 San Clemente Drive
Suite 100
Newport Beach. CA 92660
Item 2.    Policy Period:
a.    Inception Date July 1, 2006
b.    Expiration Date July 1, 2007
Both dates at 12:01 a.m. at the address listed in Item 1

Item 3. Limits of Liability (inclusive of defense costs):  
  a.    Each Claim $10,000,000  
  b.    Maximum aggregate Limit of Liability for all Claim(s)
        During the Policy Period of all Insurance Products
$10,000.000  

Item 4.    Underlying Insurance and Insurance Products:    See Endorsement No. 1

Item 5.    Endorsements Attached at Inception:    SE1000 & SE0501


Item 6.    Notices to Insurer:    
Notice of Claim(s) To Be Sent To: All Other Notices To Be Sent To
Axis Financial Insurance Solutions Claims Axis Financial Insurance Solutions
Address: Connell Corporate Park
Three Connell Drive
P.O. Box 357
Berkeley Heights, NJ 07922-0357
Address: Connell Corporate Park
Three Connell Drive
P.O. Box 357
Berkeley Heights, NJ 07922-0357
Item 7.    Pending and Prior Claim Date: Item 8.    Terrorism Coverage Premium:
07/01/2005 $ Included

The Insurer has caused this Policy to be signed and attested by its authorized officers, but it shall not be valid unless also signed by another duly authorized representative of the Insurer.


  JUL 01 2006
Date
                                                          
Authorized Representative  
   
                                                                                                                 
Secretary President



SECUREXCESS POLICY

In consideration of the payment of the premium, and in reliance on all statements made in the application(s) for this Policy and the Underlying Insurance and all information provided to the Insurer and any or all of the Underlying Insurers, and subject to the provisions of this Policy, the Insurer and the Policyholder, on its own behalf and on behalf of all Insureds, agree as follows.

I.  INSURING AGREEMENT

With respect to each Insurance Product, the Insurer shall provide the Insureds with insurance during the Policy Period excess of all applicable Underlying Insurance. Except as specifically set forth in the provisions of this Policy, the insurance afforded hereunder shall apply in conformance with the provisions of the applicable Primary Policy and, to the extent coverage is further limited or restricted thereby, to any other applicable Underlying Insurance. In no event shall this Policy grant broader coverage than would be provided by the most restrictive policy constituting part of the applicable Underlying Insurance.

The insurance afforded under this Policy shall apply only after all applicable Underlying Insurance with respect to an Insurance Product has been exhausted by actual payment under such Underlying Insurance, and shall only pay excess of any retention or deductible amounts provided in the Primary Policy and other exhausted Underlying Insurance.

II.  DEFINITIONS
A.  Claim(s) means the event(s) which take place during the Policy Period and which trigger(s) coverage under the insuring agreement(s) of the Underlying Insurance.
B.  Insurance Product means each separate type of insurance identified as an ‘‘Insurance Product’’ in Endorsement No. 1 to this Policy.
C.  Insured(s) means any person(s) or entity(ies) that may be entitled to coverage under the Primary Policy at its inception.
D.  Insurer means the company identified as ‘‘Insurer’’ in the Declarations.
E.  Policy Period means the period from the inception date to the expiration date of this Policy stated in Item 2. in the Declarations, or its earlier cancellation or termination date, if any.
F.  Policyholder means the person(s) or entity(ies) identified in Item 1. in the Declarations.
G.  Primary Policy means the specific policy identified as the ‘‘Primary Policy’’ under the applicable Insurance Product listed in Endorsement No. 1 to this Policy.
H.  Sublimit means any Underlying Limits which:
1.  applies only to a particular grant of coverage under such Underlying Insurance; and
2.  reduces and is part of the otherwise applicable limits of liability of such Underlying Insurance set forth in Item 4 of the Declarations.
I.  Underlying Insurance means each insurance policy which constitutes all or part of an Insurance Product, as scheduled in Endorsement No. 1 to this Policy.
J.  Underlying Insurers means any or all of the companies who issued the policies of Underlying Insurance.
K.  Underlying Limits means, with respect to each Insurance Product, an amount equal to the aggregate of all limits of liability for each Insurance Product stated in Endorsement No. 1 to this Policy, plus the uninsured retention or deductible, if any, applicable to the Primary Policy under such Insurance Product.

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III.  CONDITIONS OF COVERAGE
A.  For purposes of determining when insurance under this Policy shall attach and the limitations under which such insurance shall apply:
1.  All of the Underlying Insurance in effect as of the inception date of the Policy Period shall be maintained in full effect with solvent insurers throughout the Policy Period except for any reduction or exhaustion of the Underlying Limits as provided in Section IV. below; and
2.  All Insureds shall comply fully with all of the provisions of this Policy.
B.  As a condition precedent to coverage under this Policy, the Insured shall give to the Insurer as soon as practicable, but in no event later than thirty (30) days thereafter, written notice and the full particulars of i) the exhaustion of the aggregate limit of liability of any Underlying Insurance, ii) any Underlying Insurance not being maintained in full effect during the Policy Period, or iii) an Underlying Insurer becoming subject to a receivership, liquidation, dissolution, rehabilitation or similar proceeding or being taken over by any regulatory authority.
C.  If during the Policy Period the provisions of the Primary Policy are changed in any manner, as a condition precedent to coverage under this Policy, the Insured shall give written notice to the Insurer of the full particulars of such change as soon as practicable but in no event later than thirty (30) days following the effective date of such change. No amendment to any Primary Policy or Underlying Insurance during the Policy Period shall be effective in broadening or extending the coverage afforded by this Policy or extending or increasing the limits of liability afforded by this Policy unless the Insurer so agrees in writing. The Insurer may, in its sole discretion, condition its agreement to follow any changes to the Primary Policy or the Underlying Insurance on the Insured paying any additional premium required by the Insurer for such change.

As soon as practicable, but in no event later than thirty (30) days thereafter, the Policyholder must give the Insurer written notice of any additional or return premiums charged or allowed in connection with any Underlying Insurance.

IV.  REDUCTION OR EXHAUSTION OF UNDERLYING LIMITS
A.  If the Underlying Limits are partially reduced solely due to actual payment under the Underlying Insurance, this Policy shall continue to apply as excess insurance over the remaining Underlying Limits.
B.  If the Underlying Limits are wholly exhausted solely due to actual payment under the Underlying Insurance, this Policy shall continue to apply as primary insurance with respect to the applicable Insurance Product(s) and the retention or deductible, if any, applicable under the Primary Policy(ies) shall apply under this Policy.
C.  If any Underlying Limits are subject to a Sublimit then coverage hereunder shall not apply to any Claim which is subject to such Sublimit, provided however, that the Underlying Limit shall be recognized hereunder as depleted to the extent of any payment of such Claim subject to such Sublimit.
V.  LIMITS OF LIABILITY
A.  The amount stated in Item 3.a. in the Declarations shall be the maximum limit of the Insurer’s liability for each Claim under the applicable Primary Policy, and shall be the maximum amount payable by the Insurer under this Policy for a single Claim, which amount shall be part of, and not in addition to, the amount stated in Item 3.b. in the Declarations.

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B.  The amount stated in Item 3.b. in the Declarations shall be the maximum aggregate amount payable by the Insurer under this Policy with respect to all Claims during the Policy Period for all Insurance Products.
C.  This Policy does not provide coverage for any Claim not covered by the Underlying Insurance, and shall drop down only to the extent that payment is not made under the Underlying Insurance solely by reason of exhaustion of the Underlying Insurance through payments thereunder, and shall not drop down for any other reason. If any Underlying Insurer fails to make payments under such Underlying Insurance for any reason whatsoever, including without limitation the insolvency of such Underlying Insurer, then the Insureds shall be deemed to have retained any such amounts which are not so paid. If the Underlying Insurance is not so maintained, the Insurer shall not be liable under this Policy to a greater extent than it would have been had such Underlying Insurance been so maintained.
D.  Payment by the Insurer of any amount, including but not limited to defense costs, shall reduce the limits of liability available under this Policy.
VI.  SETTLEMENTS AND DEFENSE
A.  No Insured under this Policy may, without the Insurer’s prior written consent, which consent shall not be unreasonably withheld, admit liability for or settle any matter for which insurance may be sought under this Policy.
B.  The Insurer may, at its sole discretion, elect to participate in the investigation, defense and/or settlement of any claim under this Policy, regardless of whether the applicable Underlying Insurance has been exhausted.
C.  The Insured, and not the Insurer, has the duty to defend all Claims under this Policy.
VII.  SUBROGATION
A.  In the event of payment under this Policy, the Insurer shall be subrogated to all rights of recovery of each and all Insureds against any person or organization, and the Insureds shall do whatever is necessary to secure those rights to the satisfaction of the Insurer, including the execution of such documents necessary to enable the Insurer effectively to bring suit in the name of such Insureds.
B.  Any amount recovered after payment under this Policy and any Underlying Insurance policies shall be apportioned among the Insurer and the Underlying Insurers net of the expense of such recovery in the reverse order of actual payment. The expenses attendant to such recovery shall be apportioned among those benefiting from the recovery in proportion to the amount of benefit to each party.
VIII.  AUTHORIZATION

Except as stated in paragraph IX.A. below, the Policyholder shall be the sole agent of all Insureds with respect to all matters, including but not limited to giving and receiving notices and other communications, effecting or accepting any endorsements to or notices of cancellation of this Policy, the payment of premium and the receipt of any return premiums.

IX.  NOTICE
A.  With respect to any Claim, situation that could give rise to a Claim, or other matter as to which insurance may be sought under this Policy, the Policyholder or any Insured must give the Insurer written notice contemporaneously with and in the identical manner required by the applicable Primary Policy.

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B.  All notices under this Policy shall be sent to the Insurer at the address set forth in Item 6. in the Declarations.
X.  MODIFICATION, CANCELLATION AND NONRENEWAL
A.  No modification of this Policy shall be effective unless made by endorsement signed by an authorized representative of the Insurer.
B.  The Policyholder may cancel this Policy at any time by written notice stating when thereafter such cancellation is to be effective.
C.  The Insurer may cancel this Policy only for nonpayment of premium, and only by delivering or mailing to the Policyholder written notice stating when, not less than ten (10) days thereafter, such cancellation shall become effective. The delivery or mailing of such notice shall be sufficient proof thereof and this Policy and the Policy Period shall terminate at the date and hour specified in the notice.
D.  The Insurer shall refund the unearned premium, computed at the customary short rate, if the Policy is cancelled by the Policyholder.
E.  The Insurer shall have no obligation to renew this Policy upon its expiration. If the Insurer decides not to renew this Policy, the Insurer shall provide written notice to the Policyholder by messenger, express delivery or first class mail at least sixty (60) days prior to the expiration of the Policy.
F.  Notwithstanding anything to the contrary set forth elsewhere in the Policy, in the event that any Underlying Insurance is rescinded by agreement or legal process for fraud or other material misrepresentation by the Policyholder or any of the Insureds, then this Policy shall be deemed to be automatically and immediately rescinded, but only with respect to any Insurance Product containing such rescinded Underlying Insurance.
XI.  EXCLUSIONS

The Insurer shall not be liable for any amount in any Claim taking place during the Policy Period and; arising under any Insurance Product, which is based upon, arising out of, directly or indirectly resulting from, in consequence of or in any way involving:

A.  Any demand, suit or other proceeding pending, or order, decree or judgment entered, against any Insured on or prior to the Pending or Prior Claim Date set forth in Item 7 of the Declarations or any wrongful act, fact, circumstance or situation underlying or alleged therein; or
B.  Any other wrongful act, fact, circumstance or situation whenever occurring, which together with a wrongful act, fact, circumstance or situation described in (a) above are causally or logically interrelated by a common nexus.

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Endorsement No. 1
Effective date of this endorsement: 12:01 a.m. on: July 1, 2006
To be attached to and form part of Policy Number: RNN 715330
Issued to: PIMCO Funds
By: Axis Reinsurance Company

SCHEDULE OF UNDERLYING INSURANCE AND INSURANCE PRODUCTS

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

SECUREXCESS POLICY

The Schedule of Underlying Insurance and Insurance Products is as follows:

A. Insurance Product:    Fl Bond

1.    Primary Policy


Insurer Policy Number Limits Policy Period
National Union Fire Insurance Company of Pittsburgh, PA 6213820
$ 25,000,000
07/01/06-07/01/07

2.    Other Underlying Policies


Insurer Policy Number Limits Policy Period
Federal Insurance Company 81866024 $ 25,000,000
07/01/06-07/01/07
Continental Insurance Company 267860356 $ 15,000,000
07/01/06-07/01/07
St. Paul Mercury Insurance Company 494BD0226 $ 10,000,000
07/01/06-07/01/07
Great American Insurance Company
All other provisions remain unchanged.
FS 559-45-53-03 $25,000,000 07/01/06-07/01/07
                                                        
Authorized Representative
                                                        
Date



Endorsement No. 2

Effective date of this endorsement: 12:01 a.m. on    July 1, 2006
To be attached to and form part of Policy Number: RNN 715330
Issued to: PIMCO Funds
By: Axis Reinsurance Company

CALIFORNIA AMENDATORY ENDORSEMENT

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following: SECUREXCESS INSURANCE POLICY

1.  Section X., MODIFICATION, CANCELLATION AND NONRENEWAL, paragraph C. is amended by the addition of the following:

The notice shall state the reason for the cancellation. Notice of cancellation shall be mailed or delivered to the Policyholder at the mailing address shown on the Policy and to the producer of record, if applicable, provided that the producer of record is not an employee of the Insurer.

2.  Section X., MODIFICATION, CANCELLATION AND NONRENEWAL, paragraph E. is deleted and replaced by the following:

The Insurer shall have no obligation to renew this Policy upon its expiration. Once the Insurer chooses to nonrenew this Policy, or to condition renewal upon a reduction of the Policy’s Limit of Liability, an elimination of coverage, an increase in retention or an increase of more than 25 percent of the current Policy’s premium, the Insurer shall deliver or mail to the Policyholder at the mailing address shown on the Policy, and to the producer of record, if applicable, written notice stating such at least sixty (60) days but not more than one hundred twenty (120) days prior to the end of the Policy Period set forth in Item 2. in the Declarations. The notice shall include the specific reason for nonrenewal or conditional renewal.

All other provisions remain unchanged.

                                                        
Authorized Representative
                                                        
Date



AXIS Financial Insurance Solutions

POLICY ISSUANCE NOTIFICATION

In order to prevent delay and to provide for the timely receipt of policies by the Insured, the Insured’s broker or agent has requested AXIS to provide the Insureds with a copy of this excess policy prior to AXIS’ receipt of all Underlying Insurance policies. Therefore, it is agreed by all parties that this policy is being issued subject to the following:

1.  This policy is being issued in accordance and reliance on the Primary Insurance and/or Underlying Insurance issuing their respective policies in accordance with the binders of insurance which have been provided to AXIS.
2.  If the Primary Insurance and/ or Underlying Insurance are not in conformance with their respective binders of insurance or they cancel or void their binders of insurance AXIS will have the right to alter, amend or void its Policy. Any such amendments shall be incorporated into and form part of the AXIS policy.

Effective January 15, 2004