Form N-14MEF PIMCO Dynamic Income

Filed with the U.S. Securities and Exchange Commission on December 8, 2021

Securities Act File No. 333-255986

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 1

PIMCO DYNAMIC INCOME FUND

(Exact Name of Registrant as Specified in Charter)

1633 Broadway

New York, New York 10019

(Address of Principal Executive Offices)

(844) 337-4626

(Registrant’s Telephone Number, Including Area Code)

Ryan G. Leshaw

c/o Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

(Name and Address of Agent for Service)

Copies of Communications to:

David C. Sullivan, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, Massachusetts 02199

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after this Registration Statement becomes effective

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

Title of Securities Being Registered		Amount Being Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Shares		29,814,925		$24.30		$724,502,678		$67,161.40

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2)	Net asset value per common share as of December 3, 2021.

This form is being filed solely to register additional shares of the Registrant in connection with an offering on an effective Registration Statement on Form N-14 (333-255986). The Registration Statement will become effective automatically upon filing with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

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EXPLANATORY NOTE

Pursuant to a Registration Statement on Form N-14 (File No. 333-255986) filed on May 11, 2021, amended by pre-effective amendments filed on June 29, 2021 and June 30, 2021, and declared effective on June 30, 2021 (as amended, the “Initial Registration Statement”), the Registrant previously registered 143,636,539 common shares of beneficial interest (“Common Shares”) to be issued in connection with the reorganization of PIMCO Dynamic Credit and Mortgage Income Fund (“PCI”) and PIMCO Dynamic Opportunities Fund (“PKO”) with and into the Registrant. This Registration Statement is being filed for the sole purpose of registering 29,814,925 additional Common Shares of the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which may be issued in connection with the Reorganizations as a result of adjustments to the exchange ratio under the Agreement and Plan of Reorganization to reflect changes in the net asset value per common share of PDI and the net assets of PCI and PKO. The contents of the Initial Registration Statement on Form N-14, including the prospectus and statement of additional information included therein and the exhibits thereto (other than the consents refiled herewith), declared effective on June  30, 2021, and the Registrant’s Annual Report dated June 30, 2021, are incorporated herein by reference.

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PART C

OTHER INFORMATION

Item 15. Indemnification

Reference is made to Article VIII, Sections 1 through 4, of the Registrant’s Amended and Restated Agreement and Declaration of Trust.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, its Amended and Restated Bylaws or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1) Charter of Registrant

a.

Amended and Restated Agreement and Declaration of Trust dated May 7, 2012. (1)

b.

Notice of Change of Trustee and Principal Address dated September 5, 2014. (2)

c.

Notice of Change of Trustees dated January 16, 2019. (3)

d.

Notice of Change of Trustee dated January 8, 2020. (5)

e.

Notice of Change of Trustees dated July 9, 2020. (5)

f.

Notice of Change of Trustees dated January 29, 2021. (7)

g.

Notice of Change of Trustees dated June 29, 2021. (11)

(2) By-laws

a.

Amended and Restated Bylaws of Registrant dated May 7, 2012. (1)

(3) Voting Trust Agreement – None

(4) Agreement of Reorganization

a.

Form of Agreement and Plan of Reorganization – Filed as an Appendix to the Proxy Statement/Prospectus.

(5) Instruments Defining the Rights of Holders of the Securities being Registered

a.

Article III (Shares) and Article V (Shareholders’ Voting Powers and Meetings) of the Amended and Restated Agreement and Declaration of Trust. (1)

b.

Article 10 (Shareholders’ Voting Powers and Meetings) of the Amended and Restated Bylaws of Registrant. (1)

c.

Form of Share Certificate of the Common Shares. (1)

(6) Investment Advisory Contracts

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a.

Investment Management Agreement between Registrant and Pacific Investment Management Company LLC dated September 5, 2014. (2)

b.

Investment Management Agreement between PDILS I LLC and PIMCO Investment Management Company LLC dated May 8, 2018. (3)

(7) Distribution Contracts

a.

Amended & Restated Sales Agreement between Registrant and JonesTrading Institutional Services LLC dated November 8, 2019. (4)

b.

Amendment dated January 8, 2020 to Amended & Restated Sales Agreement between Registrant and JonesTrading Institutional Services LLC. (5)

(8) Bonus or Profit Sharing Contracts – None

(9) Custodian Agreements

a.

Custodian Agreement between Registrant and State Street Bank & Trust Co. dated April 16, 2012. (2)

b.

Amendment to Custodian Agreement between Registrant and State Street Bank & Trust Co. dated September 5, 2014. (2)

(10) Rule 12b-1 and Rule 18f-3 Plans – None

(11) Opinion of Counsel Regarding Legality of the Securities Being Registered. (11)

(12) Tax Opinion – To be filed by amendment.

(13) Other Material Contracts

a.

Transfer Agency Services Agreement between Registrant and American Stock Transfer & Trust Company, LLC dated April 19, 2016. (2)

b.

Amendment to Transfer Agency and Registrar Services Agreement dated July 29, 2016. (6)

c.

Amendment to Transfer Agency and Registrar Services Agreement dated December 13, 2018. (3)

d.

Amendment to Transfer Agency and Registrar Services Agreement dated December 15, 2020. (8)

e.

Support Services Agreement between Registrant and PIMCO Investments LLC dated April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 5, 2014. (2)

f.

Offering Expenses Agreement between Registrant and Pacific Investment Management Company LLC dated September 17, 2020. (5)

(14) Other Opinions

a.

Consent of Independent Registered Public Accounting Firm. (11)

(15) Omitted Financial Statements – None

(16) Powers of Attorney

a.

Powers of Attorney for Sarah Cogan, Deborah A. DeCotis, David Fisher, Hans W. Kertess, Joseph B. Kittredge, Jr., John C.Maney, William B. Ogden, IV, Alan Rappaport and Grace Vandecruze. (10)

b.

Power of Attorney for Eric D. Johnson. (3)

c.

Power of Attorney for Bijal Parikh. (7)

d.

Certified Resolution of the Board of Trustees of Registrant. (9)

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(17) Additional Exhibits – None

(1) Incorporated by reference to Pre-Effective Amendment No. 3 the Registrant’s Registration Statement on Form N-2, Registration Nos. 333-179887 and 811-22673 (filed on May  11, 2012).

(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, Registration No. 333-215573 and 811-22673 (filed on March  23, 2017).

(3) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, Registration No. 333- 227489 and 811-22673 (filed on November  4, 2019).

(4) Incorporated by reference to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, Registration No. 333-227489 and 811-22673 (filed on November  14, 2019).

(5) Incorporated by reference to the Registrant’s Registration Statement on Form N-2, Registration Nos. 333-250288 and 811-22673 (filed on November 19, 2020).

(6) Incorporated by reference to Post-Effective Amendment No. 2 to PIMCO Income Opportunity Fund Registration Statement on Form N-2, Registration Nos. 333-235485, 811-22121 (filed October  28, 2020).

(7) Incorporated by reference to Pre-Effective Amendment No. 1 to PIMCO Income Opportunity Fund Registration Statement on Form N-2, Registration Nos. 333-248710, 811-22121 (filed February  8, 2021).

(8) Incorporated by reference to the Registrant’s Registration Statement on Form N-14, Registration No. 333-255986 (filed May 10, 2021).

(9) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14, Registration Nos. 333-255986, 811-22673 (filed June  28, 2021).

(10) Incorporated by reference to Pre-Effective Amendment No.  4 to PIMCO Flexible Emerging Markets Income Fund Registration Statement on Form N-2, Registration Nos. 333-254586, 811-23648 (filed July 26, 2021).

(11) Filed herewith.

Item 17. Undertakings

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933 [17 CFR 230.145(c)], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned registrant agrees to file, by post-effective amendment, opinions of counsel supporting the tax consequences of the Reorganizations within a reasonably prompt time after receipt of such opinions.

 

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SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Boston, Massachusetts, on the 8th day of December, 2021.

PIMCO DYNAMIC INCOME FUND

By: Eric D. Johnson*, President

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
Sarah E. Cogan*		Trustee		December 8, 2021
Deborah A. DeCotis*		Trustee		December 8, 2021
David Fisher*		Trustee		December 8, 2021
Hans W. Kertess *		Trustee		December 8, 2021
Joseph B. Kittredge, Jr.*		Trustee		December 8, 2021
John C. Maney*		Trustee		December 8, 2021
William B. Ogden, IV*		Trustee		December 8, 2021
Alan Rappaport*		Trustee		December 8, 2021
E. Grace Vandecruze*		Trustee		December 8, 2021
Eric D. Johnson*		President (Principal Executive Officer)		December 8, 2021
Bijal Parikh*		Treasurer (Principal Financial and Accounting Officer)		December 8, 2021

 

*By:		/s/ David C. Sullivan
		David C. Sullivan
		as attorney-in-fact

*Pursuant to Powers of Attorney.

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EXHIBIT INDEX

 

1(g)		Notice of Change of Trustees dated June 29, 2021.
11		Opinion of Counsel Regarding Legality of the Securities Being Registered.
14		Consent of Independent Registered Public Accounting Firm.

PIMCO DYNAMIC INCOME FUND

NOTICE OF CHANGE OF TRUSTEES

WHEREAS, PIMCO Dynamic Income Fund (the “Trust”) is organized as a trust under the laws of the Commonwealth of Massachusetts; and

WHEREAS, the Board nominated and appointed Grace Vandecruze as a Trustee of the Trust, effective as of June 29, 2021;

NOW, THEREFORE, as a result of the foregoing Trustee nomination and appointment, the nine (9) Trustees of the Trust are:

 

		Sarah E. Cogan		1633 Broadway
				New York, New York 10019
		Deborah A. DeCotis		1633 Broadway
				New York, New York 10019
		David N. Fisher		650 Newport Center Drive
				Newport Beach, CA 92660
		Hans W. Kertess		1633 Broadway
				New York, New York 10019
		Joseph B. Kittredge, Jr.		1633 Broadway
				New York, New York 10019
		John C. Maney		650 Newport Center Drive
				Newport Beach, CA 92660
		William B. Ogden, IV		1633 Broadway
				New York, New York 10019
		Alan Rappaport		1633 Broadway
				New York, New York 10019
		Grace Vandecruze		1633 Broadway
				New York, New York 10019

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IN WITNESS WHEREOF, this Notice has been subscribed this 30^th day of June, 2021, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

 

Ryan Leshaw,		Chief Legal Officer

Signature Page – PIMCO Dynamic Income Fund (PDI)

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THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:

July 01, 2021 04:50 PM

 

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

		ROPES & GRAY LLP   PRUDENTIAL TOWER   800 BOYLSTON STREET   BOSTON, MA 02199-3600   WWW.ROPESGRAY.COM

December 8, 2021

PIMCO Dynamic Income Fund

1633 Broadway

New York, New York 10019

Ladies and Gentlemen:

We have acted as counsel to PIMCO Dynamic Income Fund (the “Fund”) in connection with the registration statement of the Fund on Form N-14 under the Securities Act of 1933, as amended, (File No. 333-255986) and the Investment Company Act of 1940, as amended, (File No. 811- 22673) (the “Original Registration Statement”) in connection with the proposed reorganizations of PIMCO Dynamic Credit and Mortgage Income Fund and PIMCO Income Opportunity Fund with and into the Fund (the “Reorganizations”) and the issuance by the Fund of common shares of beneficial interest, par value of $0.00001 per share (the “Common Shares”) in connection with the Reorganizations. This opinion is being issued in connection with the registration statement of the Fund on Form N-14 (the “New Registration Statement”), which is being filed pursuant to Rule 462(b) under the Securities Act to register additional common shares of beneficial interest of the Fund (the “Additional Common Shares”) that are part of the same offering described in the Original Registration Statement.

We have examined the Fund’s Amended and Restated Agreement and Declaration of Trust on file in the office of the Secretary of The Commonwealth of Massachusetts (the “Declaration of Trust”), and the Fund’s Amended and Restated Bylaws, and are familiar with the actions taken by the Fund in connection with the issuance and sale of the Additional Common Shares. We have also examined such other documents and records as we have deemed necessary for the purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

1. The Fund is a duly organized and validly existing unincorporated voluntary association with transferable shares under and by virtue of the laws of The Commonwealth of Massachusetts.

2. The Additional Common Shares have been duly authorized and, when and if issued and paid for in accordance with the New Registration Statement, will be validly issued, fully paid and, except as described in the following paragraph, nonassessable by the Fund.

The Fund is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders could, under certain circumstances, be held personally

 

1

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liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires that a notice of such disclaimer be given in each note, bond, contract, instrument, certificate or undertaking entered into or executed by the Fund or its trustees. The Declaration of Trust provides for indemnification out of the property of the Fund for all loss and expense of any shareholder of the Fund held personally liable solely by reason of his being or having been a shareholder. Thus, the risk of a shareholder’s incurring financial loss on account of being a shareholder should be limited to circumstances in which the Fund itself would be unable to meet its obligations.

We understand that this opinion is to be used in connection with the registration of the Additional Common Shares for offering and sale pursuant to the Securities Act of 1933, as amended. We consent to the filing of this opinion with and as part of the New Registration Statement.

 

 

2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of PIMCO Dynamic Income Fund of our reports dated August 26, 2021, relating to the financial statements and financial highlights, which appear in PIMCO Dynamic Income Fund’s, PIMCO Dynamic Mortgage and Credit Fund’s, and PIMCO Income Opportunity Fund’s Annual Report on Form N-CSR for the year ended June 30, 2021. We also consent to the reference to us under the heading “EXPLANATORY NOTE” in such Registration Statement.

 

Kansas City, Missouri

December 7, 2021

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