The SEC Division of Investment Management (the "Division") granted no-action relief to a closed-end management investment company (PIMCO Dynamic Income Fund) (the "Fund") that will allow it to file post-effective amendments to its registration statement (pursuant to Securities Act Rule 486(b)).
Under Rule 486(b), a post-effective amendment to a registration statement becomes effective on the date on which it is filed with the SEC, provided that certain conditions are met. The conditions of Rule 486(b) require, among other things, that the post-effective amendment be filed for the purpose of bringing financial statements up to date or making nonmaterial changes, and that the registered closed-end management investment company filing the post-effective amendment make certain representations as to the purpose for which the amendment is filed. The Division acknowledged that closed-end management investment companies such as the Fund "may benefit from the flexibility to take advantage of favorable market conditions to raise additional capital through continuous or delayed offerings of their securities." The Fund represented that it would benefit if post-effective amendments pursuant to Rule 486(b) were made effective upon filing.
The Fund also represented (i) that each such amendment would be filed in compliance with Rule 486(b), (ii) that the Fund will file a post-effective amendment containing a prospectus (pursuant to Securities Act Section 8(c)) before any offering of its common shares of beneficial interest at a price below net asset value, and (iii) the Fund will price newly issued shares no lower than the sum of its net asset value, plus the per share commission or underwriting discount. In response to the request for relief, the Division agreed not to pursue enforcement action in connection with the filing of such post-effective amendments.
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