As filed with the Securities and Exchange Commission on April 3, 2020
File No. 333-236866
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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| Pre-Effective Amendment No. |
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| Post-Effective Amendment No. 1 |
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PIMCO Variable Insurance Trust
(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
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| Douglas P. Dick, Esq. Brendan C. Fox, Esq. Adam T. Teufel, Esq. Dechert LLP 1900 K Street, N.W. Washington, D.C. 20006 |
| Ryan G. Leshaw, Esq. Senior Vice President, Senior Counsel Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, California 92660 |
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| (Name and Address of Agent for Service) |
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______________________________________________________
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment filing is to file a revised Opinion of Counsel Regarding the Legality of the Securities Being Registered for the reorganization of the PIMCO All Asset All Authority Portfolio with and into the PIMCO All Asset Portfolio.
The Registrant hereby incorporates by reference the Information Statement/Prospectus and Statement of Additional Information filed on Form N-14, File No. 333-236866, on March 3, 2020 (Accession Number 0001193125-20-060476).
PART C
Other Information
Item 15. Indemnification
Reference is made to Article IX of the Registrant’s Trust Instrument (Exhibit (1)(a)) which is incorporated by reference herein.
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 Registrant’s Trust Instrument, its By-Laws 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 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 16. Exhibits
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(1) |
| Charter of Registrant | ||||
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| Amended and Restated Trust Instrument dated November 4, 2014(13) | ||
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(2) |
| By-laws | ||||
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(3) |
| Voting Trust Agreement – Inapplicable | ||||
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(4) |
| Agreement of Reorganization | ||||
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| Form of Agreement and Plan of Reorganization – Filed as an Appendix to the Information Statement/Prospectus(22). | ||
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(5) |
| Instruments Defining the Rights of Holders of the Securities being Registered | ||||
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| See the Amended and Restated Trust Instrument (Exhibit 1(a) above) and the Amended and Restated By-Laws (Exhibit 2(a) above). | ||
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(6) |
| Investment Advisory Contracts | ||||
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| Amended and Restated Investment Advisory Contract dated February 23, 2009(4) | ||
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| (i) |
| Supplement to Amended and Restated Investment Advisory Contract relating to PIMCO Global Core Bond (Hedged) Portfolio and PIMCO Dynamic Bond Portfolio dated February 28, 2011(7) |
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| (ii) |
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| (iii) |
| Supplement to Amended and Restated Investment Advisory Contract relating to PIMCO Global Diversified Allocation Portfolio dated February 28, 2012(9) |
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| (iv) |
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(1) |
| Incorporated by reference from the initial Registration Statement filed on October 3, 1997. |
(2) |
| Incorporated by reference from Post-Effective Amendment No. 34 to the Registration Statement filed April 29, 2008. |
(3) |
| Incorporated by reference from Post-Effective Amendment No. 37 to the Registration Statement filed December 22, 2008. |
(4) |
| Incorporated by reference from Post-Effective Amendment No. 38 to the Registration Statement filed April 30, 2009. |
(5) |
| Incorporated by reference from Post-Effective Amendment No. 42 to the Registration Statement filed April 30, 2010. |
(6) |
| Incorporated by reference from Post-Effective Amendment No. 43 to the Registration Statement filed January 11, 2011. |
(7) |
| Incorporated by reference from Post-Effective Amendment No. 44 to the Registration Statement filed March 28, 2011. |
(8) |
| Incorporated by reference from Post-Effective Amendment No. 49 to the Registration Statement filed December 13, 2011. |
(9) |
| Incorporated by reference from Post-Effective Amendment No. 55 to the Registration Statement filed April 18, 2012. |
(10) |
| Incorporated by reference from Post-Effective Amendment No. 59 to the Registration Statement filed December 5, 2012. |
(11) |
| Incorporated by reference from Post-Effective Amendment No. 61 to the Registration Statement filed February 4, 2013. |
(12) |
| Incorporated by reference from Post-Effective Amendment No. 68 to the Registration Statement filed January 27, 2014. |
(13) |
| Incorporated by reference from Post-Effective Amendment No. 75 to the Registration Statement filed on November 7, 2014. |
(14) |
| Incorporated by reference from Post-Effective Amendment No. 78 to the Registration Statement filed April 24, 2015. |
(15) |
| Incorporated by reference from Post-Effective Amendment No. 80 to the Registration Statement filed December 14, 2015. |
(16) |
| Incorporated by reference from Post-Effective Amendment No. 81 to the Registration Statement filed February 26, 2016. |
(17) |
| Incorporated by reference from Post-Effective Amendment No. 84 to the Registration Statement filed April 29, 2016. |
(18) |
| Incorporated by reference from Post-Effective Amendment No. 85 to the Registration Statement filed February 23, 2017. |
(19) |
| Incorporated by reference from Post-Effective Amendment No. 87 to the Registration Statement filed April 27, 2017. |
(20) |
| Incorporated by reference from Post-Effective Amendment No. 89 to the Registration Statement filed April 26, 2018. |
(21) |
| Incorporated by reference from Post-Effective Amendment No. 91 to the Registration Statement filed April 29, 2019 |
(22) |
| Incorporated by reference from the Registration Statement on Form N-14 filed on March 3, 2020. |
Item 17. Undertakings
(1) The undersigned registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the reorganization described in this registration statement that contains an opinion of counsel supporting the tax matters.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Washington in the District of Columbia, on the 3rd day of April, 2020.
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| PIMCO VARIABLE INSURANCE TRUST |
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| (Registrant) |
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| By: Eric D. Johnson*, President |
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| *By: /s/ Adam T. Teufel |
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| Adam T. Teufel |
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| as attorney-in fact |
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Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Brent R. Harris* |
| Trustee |
| April 3, 2020 |
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George E. Borst* |
| Trustee |
| April 3, 2020 |
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Jennifer H. Dunbar* |
| Trustee |
| April 3, 2020 |
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Kym M. Hubbard* |
| Trustee |
| April 3, 2020 |
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Gary F. Kennedy* |
| Trustee |
| April 3, 2020 |
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Peter B. McCarthy* |
| Trustee |
| April 3, 2020 |
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Ronald C. Parker* |
| Trustee |
| April 3, 2020 |
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Peter G. Strelow* |
| Trustee |
| April 3, 2020 |
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Eric D. Johnson* |
| President (Principal Executive Officer) |
| April 3, 2020 |
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Bradley A. Todd* |
| Treasurer (Principal Financial and Accounting Officer) |
| April 3, 2020 |
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*By: |
| /s/ Adam T. Teufel |
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| Adam T. Teufel |
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| as attorney-in-fact |
*Pursuant to Powers of Attorney previously filed.
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