Form 424B3 PIMCO CORPORATE & INCOME
Filed pursuant to Rule 424(b)(3)
File No. 333-217472
PIMCO Corporate & Income Strategy Fund
Supplement dated May 3, 2021 to the
Funds Prospectus and Statement of Additional Information dated December 3, 2020,
each as supplemented from time to time (respectively, the Prospectus and the SAI)
Effective immediately, the fourth paragraph of the Prospectus SummaryLeverage section of the Prospectus is deleted and replaced with the following:
Regarding the costs associated with the Funds ARPS, the terms of the ARPS provide that they would ordinarily pay dividends at a rate set at auctions held every seven days, normally payable on the first business day following the end of the rate period, subject to a maximum applicable rate calculated as a function of the ARPS then-current rating and a reference interest rate. However, the weekly auctions for the ARPS, as well as auctions for similar preferred shares of other closed-end funds in the U.S., have failed since February 2008, and the dividend rates on the ARPS since that time have been paid at the maximum applicable rate (i.e., a multiple of a reference rate, which is the applicable AA Financial Composite Commercial Paper Rate (for a dividend period of fewer than 184 days) or the applicable Treasury Index Rate (for a dividend period of 184 days or more)). In September 2011, Moodys, a ratings agency that provides ratings for the Funds ARPS, downgraded its rating of the ARPS from Aaa to Aa2, citing what it believed to be persistently thin asset coverage levels, increased NAV volatility and concerns about secondary market liquidity for some assets supporting rated obligations. In July 2012, Moodys downgraded its rating of the ARPS from Aa2 to Aa3 pursuant to a revised ratings methodology adopted by Moodys. In May 2020, Fitch downgraded its rating of the ARPS from AAA to AA, indicating the downgrades reflected recent extreme market volatility and reduced asset liquidity, which it believed had quickly eroded asset coverage cushions for closed-end funds and challenged fund managers ability to deleverage. On December 4, 2020, Fitch published ratings criteria relating to closed-end fund obligations, including preferred shares, which effectively result in a rating cap of AA for debt and preferred stock issued by closed-end funds and a rating cap of A for (i) debt and preferred shares issued by closed-end funds exposed to corporate debt, emerging market debt, below-investment-grade and unrated debt, structured securities and equity, (ii) and closed-end funds with material exposure to BBB category rated assets. Following the close of business on April 30, 2021, Fitch downgraded its rating of the ARPS from AA to A pursuant to the revised ratings methodology and related new rating caps. The Fund expects that the ARPS will continue to pay dividends at the maximum applicable rate for the foreseeable future and cannot predict whether or when the auction markets for the ARPS may resume normal functioning. See Use of Leverage, Principal Risks of the FundLeverage Risk, Principal Risks of the FundAdditional Risks Associated with the Funds Preferred Shares and Description of Capital Structure for more information.
In addition, effective immediately, the second paragraph of the Principal Risks of the FundAdditional Risks Associated with the Funds Preferred Shares section of the Prospectus Summary and the second and third paragraphs of the Principal Risks of the FundAdditional Risks Associated with the Funds Preferred Shares section of the Prospectus are deleted and replaced with the following:
In addition, the multiple used to calculate the maximum applicable rate is based in part on the credit rating assigned to the ARPS by the applicable rating agency (currently, Moodys and Fitch), with the multiple generally increasing as the rating declines below certain levels. In September 2011, Moodys, a ratings agency that provides ratings for the Funds ARPS, downgraded its rating of the ARPS from Aaa to Aa2, citing what it believed to be persistently thin asset coverage levels, increased NAV volatility and concerns about secondary market liquidity for some assets supporting rated obligations. In July 2012, Moodys downgraded its rating of the ARPS from Aa2 to Aa3 pursuant to a revised ratings methodology adopted by Moodys. In May 2020, Fitch downgraded its rating of the ARPS from AAA to AA, indicating the downgrades reflected recent extreme market volatility and reduced asset liquidity, which it believed had quickly eroded asset coverage cushions for closed-end funds and challenged fund managers ability to deleverage. On December 4, 2020, Fitch published ratings criteria relating to closed-end fund obligations, including preferred shares, which effectively result in a rating cap of AA for debt and preferred stock issued by closed-end funds and a rating cap of A for (i) debt and preferred shares issued by closed-end funds exposed to corporate debt, emerging market debt, below-
investment-grade and unrated debt, structured securities and equity, (ii) and closed-end funds with material exposure to BBB category rated assets. Following the close of business on April 30, 2021, Fitch downgraded its rating of the ARPS from AA to A pursuant to the revised ratings methodology and related new rating caps. Under the Bylaws, the April 2021 Fitch downgrade resulted in an increase in the multiple used to calculate the maximum applicable rate from 150% to 160%, thereby increasing the dividend rate payable to ARPS holders and increasing the expenses to Common Shareholders associated with the Funds leverage. See Use of Leverage and Description of Capital Structure. It is possible for the ARPS to be further downgraded in the future, possibly resulting in further increases to the maximum applicable rate and, thereby, the expenses borne by the Funds Common Shareholders.
In addition, effective immediately, the fifth paragraph of the Principal Risks of the Fund Additional Risks Associated with the Funds Preferred Shares section of the Prospectus Summary and the sixth paragraph of the Principal Risks of the Fund Additional Risks Associated with the Funds Preferred Shares section of the Prospectus are deleted and replaced with the following:
The Fund is also subject to certain asset coverage tests associated with the rating agencies that rates the ARPS currently Moodys and Fitch. Failure by the Fund to maintain the asset coverages (or to cure such failure in a timely manner) may require the Fund to redeem ARPS. See Description of Capital Structure. Failure to satisfy ratings agency asset coverage tests or other guidelines could also result in the applicable ratings agency downgrading its then-current ratings on the ARPS, as described above. Moreover, the rating agency guidelines impose restrictions or limitations on the Funds use of certain financial instruments or investment techniques that the Fund might otherwise utilize in order to achieve its investment objectives, which may adversely affect the Funds investment performance. Rating agency guidelines may be modified by the rating agencies in the future and, if adopted by the Fund, such modifications may make such guidelines substantially more restrictive, which could further negatively affect the Funds investment performance. The ratings agencies that have assigned ratings to the Funds preferred shares may change their rating methodologies for evaluating and providing ratings for shares of closed-end funds at any time and in their sole discretion, perhaps substantially. Such a change could adversely affect the ratings assigned to the Funds Preferred Shares, the dividend rates paid thereon, and the expenses borne by the Funds Common Shareholders. For instance, on December 4, 2020, Fitch published ratings criteria relating to closed-end fund obligations, including preferred shares, which effectively result in a rating cap of AA for debt and preferred stock issued by closed-end funds and a rating cap of A for (i) debt and preferred shares issued by closed-end funds exposed to corporate debt, emerging market debt, below-investment-grade and unrated debt, structured securities and equity, (ii) and closed-end funds with material exposure to BBB category rated assets. The updated Fitch ratings criteria effectively capped the credit rating of the Funds ARPS at A. Following the close of business on April 30, 2021, Fitch downgraded its rating of the ARPS from AA to A pursuant to the updated Fitch ratings criteria and related new rating caps. Under the Bylaws, the April 2021 Fitch downgrade resulted in an increase in the multiple used to calculate the maximum applicable rate from 150% to 160%, thereby increasing the dividend rate payable to ARPS holders and increasing the expenses to Common Shareholders associated with the Funds leverage. It is possible for the ARPS to be further downgraded in the future, possibly resulting in further increases to the maximum applicable rate and, thereby, the expenses borne by the Funds Common Shareholders.
Effective immediately, the first and second paragraphs of the Fitch Preferred Shares Asset Coverage section of the Prospectus are deleted and replaced with the following:
Satisfaction of Fitch Preferred Shares Asset Coverage requires that the Fund satisfy both a Fitch Total Overcollateralization Test (Fitch Total OC) and a Fitch Net Over Collateralization Test (Fitch Net OC), in each case to be consistent with the then-current rating assigned to the Preferred Shares by Fitch pursuant to the Fitch Criteria (as defined below). Under the Bylaws, Fitch Preferred Shares Asset Coverage is satisfied if, as of a particular date or time, the Fund has sufficient asset coverage with respect to the Preferred Shares such that the Fund satisfies both the (i) Fitch Total OC test and the (ii) Fitch Net OC test as of such date or time. The Fitch Total OC test and the Fitch Net OC test are satisfied if the Fund has Fitch Total OC or Fitch Net OC, as the case may be, in excess of one-hundred percent (100%) pursuant to the applicable formula below.
The Funds Bylaws incorporate by reference the report issued by Fitch Ratings entitled Closed-End Funds and Market Value Structures Rating Criteria or similar future report(s) regarding closed-end fund rating criteria most recently published by Fitch and approved for use by the Trust by resolution of the Board of Trustees of the Trust (the Fitch Criteria). The Fitch Criteria include, among other things, the current formulations for satisfaction of the Fitch Total OC test and the Fitch Net OC test, asset discount factors (used in part to calculate Fitch Total OC and Fitch Net OC), issuer and industry diversification and concentration thresholds and guidelines and a description of other rating considerations.
Effective immediately, the fifth paragraph of the Use of Leverage section of the Prospectus is deleted and replaced with the following:
Regarding the costs associated with the Funds ARPS, the terms of the ARPS provide that they would ordinarily pay dividends at a rate set at auctions held every seven days, normally payable on the first business day following the end of the rate period, subject to a maximum applicable rate calculated as a function of the ARPS then-current rating and a reference interest rate as described below. However, the weekly auctions for the ARPS, as well as auctions for similar preferred shares of other closed-end funds in the U.S., have failed since February 2008, and the dividend rates on the ARPS since that time have been paid at the maximum applicable rate (i.e., the greater of a multiple of or a spread plus a reference rate, which is the greater of the applicable LIBOR rate or the applicable Treasury Index Rate). In September 2011, Moodys, a ratings agency that provides ratings for the Funds ARPS, downgraded its rating of the ARPS from Aaa to Aa2, citing what it believed to be persistently thin asset coverage levels, increased NAV volatility and concerns about secondary market liquidity for some assets supporting rated obligations. In July 2012, Moodys downgraded its rating of the ARPS from Aa2 to Aa3 pursuant to a revised ratings methodology adopted by Moodys. In May 2020, Fitch downgraded its rating of the ARPS from AAA to AA, indicating the downgrades reflected recent extreme market volatility and reduced asset liquidity, which it believed had quickly eroded asset coverage cushions for closed-end funds and challenged fund managers ability to deleverage. On December 4, 2020, Fitch published ratings criteria relating to closed-end fund obligations, including preferred shares, which effectively result in a rating cap of AA for debt and preferred stock issued by closed-end funds and a rating cap of A for (i) debt and preferred shares issued by closed-end funds exposed to corporate debt, emerging market debt, below-investment-grade and unrated debt, structured securities and equity, (ii) and closed-end funds with material exposure to BBB category rated assets. Following the close of business on April 30, 2021, Fitch downgraded its rating of the ARPS from AA to A pursuant to the revised ratings methodology and related new rating caps. See Use of Leverage and Description of Capital Structure. The Fund expects that the ARPS will continue to pay dividends at the maximum applicable rate for the foreseeable future and cannot predict whether or when the auction markets for the ARPS may resume normal functioning. See Principal Risks of the FundLeverage Risk, Principal Risks of the FundAdditional Risks Associated with the Funds Preferred Shares and Description of Capital Structure for more information.
Effective immediately, the fifth paragraph of the Investment Objectives and PoliciesLeverage and Borrowing section of the SAI is deleted and replaced with the following:
Regarding the costs associated with the Funds Preferred Shares, the terms of the ARPS provide that they would ordinarily pay dividends at a rate set at auctions held every seven days, normally payable on the first business day following the end of the rate period, subject to a maximum applicable rate calculated as a function of the ARPS then-current rating and a reference interest rate, as described below. However, the weekly auctions for the ARPS, as well as auctions for similar preferred shares of other closed-end funds in the U.S., have failed since February 2008, and the dividend rates on the ARPS since that time have been paid at the maximum applicable rate (i.e. the greater of a multiple of or a spread plus a reference rate, which is the greater of the applicable LIBOR rate or the applicable Treasury Index Rate). In September 2011, Moodys, a ratings agency that provides ratings for the Funds ARPS, downgraded its rating of the ARPS from Aaa to Aa2, citing what it believed to be persistently thin asset coverage levels, increased NAV volatility and concerns about secondary market liquidity for some assets supporting rated obligations. In July 2012, Moodys downgraded its rating of the ARPS from Aa2 to Aa3 pursuant to a revised ratings methodology adopted by Moodys. See Description of Capital Structure. In May 2020, Fitch downgraded its rating of the ARPS from AAA to AA, indicating the
downgrades reflected recent extreme market volatility and reduced asset liquidity, which it believed had quickly eroded asset coverage cushions for closed-end funds and challenged fund managers ability to deleverage. On December 4, 2020, Fitch published ratings criteria relating to closed-end fund obligations, including preferred shares, which effectively result in a rating cap of AA for debt and preferred stock issued by closed-end funds and a rating cap of A for (i) debt and preferred shares issued by closed-end funds exposed to corporate debt, emerging market debt, below-investment-grade and unrated debt, structured securities and equity, (ii) and closed-end funds with material exposure to BBB category rated assets. Following the close of business on April 30, 2021, Fitch downgraded its rating of the ARPS from AA to A pursuant to the revised ratings methodology and related new rating caps. Under the Bylaws, the April 2021 Fitch downgrade resulted in an increase in the multiple used to calculate the maximum applicable rate from 150% to 160%, thereby increasing the dividend rate payable to ARPS holders and increasing the expenses to Common Shareholders associated with the Funds leverage. See Use of Leverage and Description of Capital Structure. The Fund expects that the ARPS will continue to pay dividends at the maximum applicable rate for the foreseeable future and cannot predict whether or when the auction markets for the ARPS may resume normal functioning. See Principal Risks of the FundLeverage Risk, Principal Risks of the FundAdditional Risks Associated with the Funds Preferred Shares and Description of Capital Structure in the Prospectus for more information.
Investors Should Retain This Supplement for Future Reference
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