Form POS AMI PIMCO FUNDS
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E-mailAs filed with the Securities and Exchange Commission on September 9, 2022
File No. 811-05028
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
| Amendment No. 488 | ☒ |
PIMCO Funds
(Exact name of Registrant as Specified in Charter)
650 Newport Center Drive
Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including area code
(888) 877-4626
| Douglas P. Dick, Esq. Adam T. Teufel, Esq. Dechert LLP 1900 K Street, N.W. Washington, D.C. 20006 |
Peter G. Strelow Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, California 92660 | |
| (Name and Address of Agent for Service) |
It is intended that this filing will become effective immediately upon filing in accordance with Section 8 of the Investment Company Act of 1940 and the rules thereunder.
EXPLANATORY NOTE
This Amendment No. 488 to the Registration Statement of PIMCO Funds (the “Trust” or the “Registrant”) on Form N-1A (File No. 811-05028) (the “Registration Statement”) is being filed to make changes to the Private Account Portfolio Series: PIMCO All Asset Funds Offering Memorandum and Offering Memorandum Supplement, each dated August 1, 2022.
The shares of beneficial interest in the Private Account Portfolio Series are not registered under the Securities Act of 1933, as amended (the “1933 Act”), because such shares will be issued by the Registrant solely in private placement transactions that do not involve any “public offering” within the meaning of the 1933 Act. Shares of the Private Account Portfolio Series may be purchased only by clients of Pacific Investment Management Company LLC (“PIMCO”), including separately managed private accounts and investment companies registered under the Investment Company Act of 1940, as amended (“1940 Act”), and other funds, who are “accredited investors,” as defined in Regulation D under the 1933 Act, and either (i) “qualified purchasers,” as defined for purposes of Section 3(c)(7) of the 1940 Act, or (ii) “qualified institutional buyers,” as defined in Rule 144A(a)(1) under the 1933 Act. Shares of the Private Account Portfolio Series may also be purchased by certain investors outside of the United States consistent with applicable regulatory requirements. This Amendment is not an offer to sell, or a solicitation of any offer to buy, any security to the public within the meaning of the 1933 Act.
PIMCO Funds
Private Account Portfolio Series
Amendment dated September 9, 2022 to the Private Account Portfolio Series: PIMCO All Asset
Funds Offering Memorandum, dated August 1, 2022, as amended (the “Offering Memorandum”),
and Offering Memorandum Supplement, dated August 1, 2022, as amended (the “Offering
Memorandum Supplement”)
Disclosure Regarding the PIMCO All Asset: Multi-Short PLUS Fund (the “Fund”)
The Board of Trustees of PIMCO Funds (the “Trust”) has approved a Plan of Liquidation for the Fund pursuant to which the Fund will be liquidated (the “Liquidation”) on or about September 28, 2022 (the “Liquidation Date”). This date may be changed without notice at the discretion of the Trust’s officers. Shares of the Fund may be purchased only by the PIMCO All Asset Fund and PIMCO All Asset All Authority Fund, each a series of the Trust, and the PIMCO All Asset Portfolio, a series of PIMCO Variable Insurance Trust (each an “Investing Fund”). Pacific Investment Management Company LLC (“PIMCO”), acting as agent for the Investing Funds, must effect all purchases/redemptions of shares of the Fund on behalf of the Investing Funds. The Fund may deviate from its investment objective at any time prior to the Liquidation Date.
Mechanics. In connection with the Liquidation, any share of the Fund outstanding on the Liquidation Date will be automatically redeemed as of the close of business on the Liquidation Date. The proceeds of any such redemption will be equal to the net asset value of such shares after the Fund has paid or provided for all of its charges, taxes, expenses and liabilities. The distribution to shareholder Investing Funds of these liquidation proceeds will occur promptly, and will be made to all shareholder Investing Funds of record at the Liquidation Date. Additionally, the Fund must declare and distribute to shareholder Investing Funds any realized capital gains and all net investment income no later than the final Liquidation distribution. PIMCO, investment adviser to the Fund, intends to distribute substantially all of the Fund’s net investment income prior to the Liquidation. PIMCO will bear all operational expenses associated with the Liquidation pursuant to the Third Amended and Restated Supervision and Administration Agreement between the Trust and PIMCO.
Other Alternatives. At any time prior to the Liquidation Date, shareholder Investing Funds may redeem their shares of the Fund and receive the net asset value thereof, pursuant to the procedures set forth under “Purchases and Redemptions – Redeeming Shares” in the Offering Memorandum.
U.S. Federal Income Tax Matters. Although the Liquidation is not expected to be a taxable event for the Fund, for taxable shareholder Investing Funds, the automatic redemption of shares of the Fund on the Liquidation Date will generally be treated as any other redemption of shares, i.e., as a sale that may result in a gain or loss for federal income tax purposes. Instead of waiting until the Liquidation Date, a shareholder Investing Fund may voluntarily redeem its shares prior to the Liquidation Date to the extent that the shareholder Investing Fund wishes to realize any such gains or losses prior thereto. See “Tax Consequences” in the Offering Memorandum.
Investors Should Retain this Amendment for Future Reference
PART C OTHER INFORMATION
Item 28. Exhibits
| * | Powers of Attorney (58) |
| (1) | Filed with Post-Effective Amendment No. 133 on April 29, 2008, and incorporated by reference herein. |
| (2) | Filed with Post-Effective Amendment No. 147 on December 22, 2008, and incorporated by reference herein. |
| (3) | Filed with Post-Effective Amendment No. 151 on March 18, 2009, and incorporated by reference herein. |
| (4) | Filed with Post-Effective Amendment No. 157 on June 8, 2009, and incorporated by reference herein. |
| (5) | Filed with Post-Effective Amendment No. 160 on July 29, 2009, and incorporated by reference herein. |
| (6) | Filed with Post-Effective Amendment No. 167 on October 28, 2009, and incorporated by reference herein. |
| (7) | Filed with Post-Effective Amendment No. 173 on May 12, 2010, and incorporated by reference herein. |
| (8) | Filed with Post-Effective Amendment No. 178 on August 30, 2010, and incorporated by reference herein. |
| (9) | Filed with Post-Effective Amendment No. 181 on November 3, 2010, and incorporated by reference herein. |
| (10) | Filed with Post-Effective Amendment No. 187 on March 18, 2011, and incorporated by reference herein. |
| (11) | Filed with Post-Effective Amendment No. 210 on July 28, 2011, and incorporated by reference herein. |
| (12) | Filed with Post-Effective Amendment No. 213 on August 17, 2011, and incorporated by reference herein. |
| (13) | Filed with Amendment No. 279 on August 30, 2011, and incorporated by reference herein. |
| (14) | Filed with Post-Effective Amendment No. 226 on March 7, 2012, and incorporated by reference herein. |
| (15) | Filed with Post-Effective Amendment No. 228 on April 30, 2012, and incorporated by reference herein. |
| (16) | Filed with Post-Effective Amendment No. 229 on May 21, 2012, and incorporated by reference herein. |
| (17) | Filed with Post-Effective Amendment No. 238 on September 5, 2012, and incorporated by reference herein. |
| (18) | Filed with Post-Effective Amendment No. 243 on January 29, 2013, and incorporated by reference herein. |
| (19) | Filed with Post-Effective Amendment No. 245 on March 15, 2013, and incorporated by reference herein. |
| (20) | Filed with Post-Effective Amendment No. 246 on May 14, 2013, and incorporated by reference herein. |
| (21) | Filed with Post-Effective Amendment No. 253 on October 30, 2013, and incorporated by reference herein. |
| (22) | Filed with Post-Effective Amendment No. 255 on December 30, 2013, and incorporated by reference herein. |
| (23) | Filed with Post-Effective Amendment No. 257 on May 30, 2014, and incorporated by reference herein. |
| (24) | Filed with Post-Effective Amendment No. 265 on November 7, 2014, and incorporated by reference herein. |
| (25) | Filed with Post-Effective Amendment No. 267 on December 15, 2014, and incorporated by reference herein. |
| (26) | Filed with Post-Effective Amendment No. 270 on March 6, 2015, and incorporated by reference herein. |
| (27) | Filed with Post-Effective Amendment No. 273 on May 26, 2015, and incorporated by reference herein. |
| (28) | Filed with Amendment No. 370 on June 10, 2015, and incorporated by reference herein. |
| (29) | Filed with Post-Effective Amendment No. 276 on July 28, 2015, and incorporated by reference herein. |
| (30) | Filed with Amendment No. 375 on August 14, 2015, and incorporated by reference herein. |
| (31) | Filed with Amendment No. 378 on September 16, 2015, and incorporated by reference herein. |
| (32) | Filed with Post-Effective Amendment No. 278 on October 1, 2015, and incorporated by reference herein. |
| (33) | Filed with Post-Effective Amendment No. 284 on May 27, 2016, and incorporated by reference herein. |
| (34) | Filed with Amendment No. 389 on July 12, 2016, and incorporated by reference herein. |
| (35) | Filed with Post-Effective Amendment No. 286 on July 27, 2016, and incorporated by reference herein. |
| (36) | Filed with Amendment No. 395 on October 3, 2016, and incorporated by reference herein. |
| (37) | Filed with Amendment No. 399 on March 21, 2017, and incorporated by reference herein. |
| (38) | Filed with Post-Effective Amendment No. 291 on May 25, 2017, and incorporated by reference herein. |
| (39) | Filed with Post-Effective Amendment No. 292 on May 26, 2017, and incorporated by reference herein. |
| (40) | Filed with Post-Effective Amendment No. 295 on July 28, 2017, and incorporated by reference herein. |
| (41) | Filed with Post-Effective Amendment No. 298 on August 25, 2017, and incorporated by reference herein. |
| (42) | Filed with Post-Effective Amendment No. 301 on October 24, 2017, and incorporated by reference herein. |
| (43) | Filed with Post-Effective Amendment No. 307 on January 16, 2018, and incorporated by reference herein. |
| (44) | Filed with Post-Effective Amendment No. 311 on February 23, 2018, and incorporated by reference herein. |
| (45) | Filed with Post-Effective Amendment No. 314 on April 27, 2018, and incorporated by reference herein. |
| (46) | Filed with Post-Effective Amendment No. 318 on July 26, 2018, and incorporated by reference herein. |
| (47) | Filed with Post-Effective Amendment No. 320 on October 19, 2018, and incorporated by reference herein. |
| (48) | Filed with Post-Effective Amendment No. 321 on January 2, 2019, and incorporated by reference herein. |
| (49) | Filed with Post-Effective Amendment No. 323 on May 29, 2019, and incorporated by reference herein. |
| (50) | Filed with Post-Effective Amendment No. 324 on July 29, 2019, and incorporated by reference herein. |
| (51) | Filed with Post-Effective Amendment No. 327 on November 12, 2019, and incorporated by reference herein. |
| (52) | Filed with Post-Effective Amendment No. 332 on May 22, 2020, and incorporated by reference herein. |
| (53) | Filed with Amendment No. 463 on July 1, 2020, and incorporated by reference herein. |
| (54) | Filed with Post-Effective Amendment No. 333 on July 27, 2020, and incorporated by reference herein. |
| (55) | Filed with Post-Effective Amendment No. 336 on August 20, 2020, and incorporated by reference herein. |
| (56) | Filed with Post-Effective Amendment No. 339 on October 21, 2020, and incorporated by reference herein. |
| (57) | Filed with Amendment No. 474 on February 22, 2021, and incorporated by reference herein. |
| (58) | Filed with Post-Effective Amendment No. 340 on May 26, 2021, and incorporated by reference herein. |
| (59) | Filed with Post-Effective Amendment No. 341 on July 29, 2021, and incorporated by reference herein. |
| (60) | Filed with Amendment No. 480 on December 15, 2021, and incorporated by reference herein. |
| (61) | Filed with Amendment No. 481 on February 1, 2022, and incorporated by reference herein. |
| (62) | Filed with Amendment No. 482 on March 31, 2022, and incorporated by reference herein. |
| (63) | Filed with Amendment No. 483 on May 23, 2022, and incorporated by reference herein. |
| (64) | Filed with Post-Effective Amendment No. 342 on May 31, 2022, and incorporated by reference herein. |
| (65) | Filed with Post-Effective Amendment No. 343 on July 27, 2022, and incorporated by reference herein. |
Item 29. Persons Controlled by or Under Common Control with Registrant.
The Trust through the PIMCO Sector Fund Series—BC, a separate series of the Trust, wholly owns and controls the PIMCO Sector Fund Series—BC (Cayman) Ltd. (“Sector Fund Series – BC Subsidiary”), a company organized under the laws of the Cayman Islands. The Sector Fund Series – BC Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Sector Fund Series – BC’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO All Asset: Multi-Real Fund, a separate series of the Trust, wholly owns and controls the PIMCO All Asset: Multi-Real Fund (Cayman) Ltd. (“All Asset: Multi-Real Fund Subsidiary”), a company organized under the laws of the Cayman Islands. The All Asset: Multi-Real Fund Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO All Asset: Multi-Real Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO Preferred and Capital Securities Fund, a separate series of the Trust, wholly owns and controls the PIMCO Capital Securities Fund (Cayman) Ltd. (“CSF Subsidiary”), a company organized under the laws of the Cayman Islands. The CSF Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Preferred and Capital Securities Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO CommodityRealReturn Strategy Fund®, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund I Ltd. (“CRRS Subsidiary”), a company organized under the laws of the Cayman Islands. The CRRS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommodityRealReturn Strategy Fund®’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO Global Core Asset Allocation Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund II Ltd. (“GCAA Subsidiary”), a company organized under the laws of the Cayman Islands. The GCAA Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Global Core Asset Allocation Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO CommoditiesPLUS® Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund III Ltd. (“CPS Subsidiary”), a company organized under the laws of the Cayman Islands. The CPS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommoditiesPLUS® Strategy Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO Inflation Response Multi-Asset Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund VII, Ltd. (“IRMA Subsidiary”), a company organized under the laws of the Cayman Islands. The IRMA Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Inflation Response Multi-Asset Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO TRENDS Managed Futures Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund VIII, Ltd. (“MF Subsidiary”), a company organized under the laws of the Cayman Islands. The MF Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO TRENDS Managed Futures Strategy Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO Short-Term Floating NAV Portfolio III, a separate series of the Trust, wholly owns and controls the PIMCO ST Floating NAV III Subsidiary LLC (“Short-Term Floating NAV Subsidiary II”), a company organized under the laws of the state of Delaware. The Short-Term Floating NAV Subsidiary II’s financial statements will be included, on a consolidated basis, in the PIMCO Short-Term Floating NAV Portfolio III’s annual and semiannual reports to shareholders.
The Trust through the PIMCO Short Asset Portfolio, a separate series of the Trust, wholly owns and controls the PIMCO Short Asset Portfolio Subsidiary LLC (“Short Asset Portfolio Subsidiary”), a company organized under the laws of the state of Delaware. The Short Asset Portfolio Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Short Asset Portfolio’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO International Portfolio, a separate series of the Trust, wholly owns and controls the PIMCO International Portfolio Subsidiary LLC (“International Subsidiary”), a company organized under the laws of the state of Delaware. The International Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO International Portfolio’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO Income Fund, a separate series of the Trust, wholly owns and controls the MLM 766 LLC (“Income Subsidiary”), a company organized under the laws of the state of Delaware. The Income Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Income Fund’s annual and semi-annual reports to shareholders.
The Trust through the PIMCO Total Return Fund, a separate series of the Trust, wholly owns and controls the MLM 700 LLC (“TR Subsidiary”), a company organized under the laws of the state of Delaware. The TR Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Total Return Fund’s annual and semiannual reports to shareholders.
Item 30. Indemnification
Reference is made to Article IV of the Registrant’s Amended and Restated Declaration of Trust, which was filed with the Registrant’s Post-Effective Amendment No. 265 on November 7, 2014.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust 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 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 connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares 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 Act and will be governed by the final adjudication of such issues.
Item 31. Business and Other Connections of the Investment Adviser
Pacific Investment Management Company LLC (“PIMCO”) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of PIMCO, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by PIMCO pursuant to the Advisers Act (SEC File No. 801-48187).
Research Affiliates, LLC (“Research Affiliates”) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Research Affiliates, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Research Affiliates pursuant to the Advisers Act (SEC File No. 801-61153).
Item 32. Principal Underwriter
(a) PIMCO Investments LLC (the “Distributor”) serves as Distributor of Shares of the Trust.
(b) The officers of the Distributor are:
| Name and Principal Business Address* |
Positions and Offices With Underwriter |
Positions and Offices with Registrant | ||
| Sutherland, Eric M. | President | None | ||
| Fournier, Joseph A. | Manager, Board of Managers | None | ||
| Hall, Gregory W. | Manager, Board of Managers | None | ||
| Pitters, Caleb J.A. | Manager, Board of Managers | None | ||
| Tracy, Lauren R. | Manager, Board of Managers | None | ||
| Ferrari, David | Principal Financial Officer and Financial and Operations Principal | None | ||
| Harry, Seon | Anti-Money Laundering Compliance Officer |
None | ||
| Dubitzky, Zvi | Chief Legal Officer, Chief Compliance Officer and Secretary | None | ||
| Plump, Steven B. | Head of Business Management, Vice President | None | ||
| Name and Principal Business Address* |
Positions and Offices With Underwriter |
Positions and Offices with Registrant | ||
| Burg, Anthony A. | Treasurer | None | ||
| * | The business address of all officers of the Distributor is 1633 Broadway, New York, NY 10019. |
Item 33. Location of Accounts and Records
The account books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660, State Street Bank & Trust Co., 801 Pennsylvania Ave., Kansas City, Missouri 64105, State Street Investment Manager Solutions, 46 Discovery, Suite 150, Irvine, California 92618, State Street Bank & Trust Co. c/o Iron Mountain Information Management, Inc., 1000 Campus Boulevard, Collegeville, PA 19426, DST Asset Manager Solutions, Inc., 430 W. 7th Street, STE 219294, Kansas City, MO 64121-9294, DST Asset Manager Solutions, Inc., 430 W. 7th Street, STE 219024, Kansas City, MO 64105-1407, DST Asset Manager Solutions, c/o Iron Mountain, 175 Bearfoot Road, Northborough, MA 01532, DST Asset Manager Solutions, c/o Iron Mountain, 6119 Dermus, Kansas City, Missouri 64120, and Schick Databank, 2721 Michelle Drive, Tustin, California 92680.
Item 34. Management Services
Not applicable
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment No. 488 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington in the District of Columbia on the 9th day of September, 2022.
| PIMCO FUNDS | ||
| (Registrant) | ||
|
| ||
| By: | Eric D. Johnson*, President | |
| *By: | /s/ ADAM T. TEUFEL | |
| Adam T. Teufel | ||
| as attorney-in-fact | ||
| * | Pursuant to powers of attorney filed with Post-Effective Amendment No. 340 to Registration Statement No. 033-12113 on May 26, 2021. |
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