As filed with the U.S. Securities and Exchange Commission on September 26, 2024
File No. 333-279943
UNITED STATES
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 | [x] |
PIMCO ETF TRUST
(Exact Name of Registrant as Specified in Charter)
650 Newport Center Drive
Newport Beach, California 92660
(Address of Principal Executive Office) (Zip Code)
Registrant’s Telephone Number, including Area Code: (888) 400-4383
Joshua D. Ratner
Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)
Copies of Communications to:
Douglas P. Dick, Esq.
Adam T. Teufel, Esq.
Dechert LLP
1900 K Street, N.W.
Washington, D.C. 20006
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of PIMCO ETF Trust is being made for the purpose of filing the final and executed Agreement and Plan of Reorganization and Liquidation and the opinion of counsel regarding tax consequences of the reorganization of the PIMCO Mortgage-Backed Securities Fund, a series of PIMCO Funds, with and into the PIMCO Mortgage-Backed Securities Active Exchange-Traded Fund, a series of PIMCO ETF Trust.
The Registrant hereby incorporates by reference the Information Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, to Registrant’s Form N-14 (File No. 333-279943) that was filed with the SEC on June 4, 2024 pursuant to Rule 488 under the Securities Act of 1933, as amended (Accession Number 0001193125-24-154395).
| PART C. | OTHER INFORMATION |
Item 15. Indemnification
Reference is made to Article VII, Section 3 of the Registrant’s Amended and Restated Declaration of Trust which was filed with Post-Effective Amendment No. 275 to the Registration Statement on October 26, 2015.
Item 16. Exhibits
| (1) |
| (a) | Amended and Restated Declaration of Trust of Registrant dated November 4, 2014(10) |
| (b) | Schedule A to Amended and Restated Declaration of Trust of Registrant dated May 10, 2024(29) |
| (c) |
| (2) | Amended and Restated By-Laws of Registrant dated May 12, 2015(10) |
| (3) | Not applicable |
| (4) |
| (5) | See the Amended and Restated Declaration of Trust (Exhibit 1 above) and the Amended and Restated By-Laws (Exhibit 2 above). |
| (6) |
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) | Supplement to Investment Management Agreement dated October 31, 2012(8) |
| (h) |
| (i) |
| (j) |
| (k) |
| (l) |
| (m) |
| (n) |
| (o) |
| (p) |
| (q) |
| (7) |
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i) |
| (j) |
| (8) | Not Applicable |
| (9) |
| (a) | Custody and Investment Accounting Agreement dated May 22, 2009(8) |
| (b) | Amendment to Custody and Investment Accounting Agreement dated June 20, 2017(13) |
| (c) | Amended Appendix A to Custody and Investment Accounting Agreement dated May 10, 2024(29) |
| (10) | Not Applicable |
| (11) |
| (12) |
| (13) |
| (a) |
| (b) |
| (c) |
| (d) | Amendment to Transfer Agency and Service Agreement dated June 20, 2017(13) |
| (e) | Second Amended and Restated Expense Limitation Agreement dated June 1, 2018(13) |
| (f) | Schedule A to Second Amended and Restated Expense Limitation Agreement dated May 17, 2023(26) |
| (g) | Fee and Expense Limitation Agreement relating to PIMCO Ultra Short Government Active Exchange-Traded Fund and PIMCO Prime Limited Maturity Active Exchange-Traded Fund dated November 30, 2012(9) |
| (h) |
| (j) | Amended and Restated Fee Waiver Agreement relating to PIMCO Active Bond Exchange-Traded Fund dated January 23, 2017(11) |
| (k) | Fee Waiver Agreement relating to PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund dated November 4, 2019(16) |
| (l) | Fee Waiver Agreement relating to PIMCO Municipal Income Opportunities Active Exchange-Traded Fund dated May 17, 2023(27) |
| (m) | Fee Waiver Agreement relating to PIMCO Senior Loan Active Exchange-Traded Fund dated May 17, 2023(27) |
| (n) | Fee Waiver Agreement relating to PIMCO Preferred Capital and Securities Active Exchange-Traded Fund dated August 23, 2023(27) |
| (o) | Fee Waiver Agreement relating to PIMCO Commodity Strategy Active Exchange-Traded Fund dated February 8, 2023(25) |
| (p) | Fee Waiver Agreement relating to PIMCO Cayman Commodity Fund CMDT, Ltd. dated February 8, 2023(25) |
| (q) | Fee Waiver Agreement relating to PIMCO Multisector Bond Active Exchange-Traded Fund dated May 17, 2023(26) |
| (r) | Fee Waiver Agreement relating to PIMCO Multisector Bond Active Exchange-Traded Fund dated August 23, 2023(27) |
| (s) | Fee Waiver Agreement relating to PIMCO Active Bond Exchange-Traded Fund dated March 30, 2023(27) |
| (t) | PIMCO Cayman Commodity Fund CMDT, Ltd. Appointment of Agent for Service of Process(25) |
| (u) | Form of Investment Management Agreement for Fund Subsidiaries organized as Cayman Islands exempted companies(25) |
| (14) |
| (a) | Consent of Independent Registered Public Accounting Firm(30) |
| (b) |
| (15) | Not applicable. |
| (16) |
| (17) | Not applicable. |
(1) Filed with Registration Statement on Form N-1A on November 14, 2008, and incorporated by reference herein.
(2) Filed with Pre-Effective Amendment No. 2 to the Registration Statement on May 26, 2009, and incorporated by reference herein.
(3) Filed with Post-Effective Amendment No. 5 to the Registration Statement on August 19, 2009, and incorporated by reference herein.
(4) Filed with Post-Effective Amendment No. 10 to the Registration Statement on October 28, 2009, and incorporated by reference herein.
(5) Filed with Post-Effective Amendment No. 21 to the Registration Statement on August 30, 2010, and incorporated by reference herein.
(6) Filed with Post-Effective Amendment No. 25 to the Registration Statement on February 14, 2011, and incorporated by reference herein.
(7) Filed with Post-Effective Amendment No. 30 to the Registration Statement on July 7, 2011, and incorporated by reference herein.
(8) Filed with Post-Effective Amendment No. 60 to the Registration Statement on April 22, 2013, and incorporated by reference herein.
(9) Filed with Post-Effective Amendment No. 62 to the Registration Statement on August 30, 2013 and incorporated by reference herein.
(10) Filed with Post-Effective Amendment No. 275 to the Registration Statement on October 26, 2015, and incorporated by reference herein.
(11) Filed with Post-Effective Amendment No. 459 to the Registration Statement on August 25, 2017, and incorporated by reference herein.
(12) Filed with Post-Effective Amendment No. 460 to the Registration Statement on October 27, 2017 and incorporated by reference herein.
(13) Filed with Post-Effective Amendment No. 462 to the Registration Statement on October 25, 2018 and incorporated by reference herein.
(14) Filed with Post-Effective Amendment No. 464 to the Registration Statement on August 26, 2019 and incorporated by reference herein.
(15) Filed with Post-Effective Amendment No. 465 to the Registration Statement on October 25, 2019 and incorporated by reference herein.
(16) Filed with Post-Effective Amendment No. 466 to the Registration Statement on November 12, 2019 and incorporated by reference herein.
(17) Filed with Post-Effective Amendment No. 468 to the Registration Statement on October 27, 2020 and incorporated by reference herein.
(18) Filed with Post-Effective Amendment No. 469 to the Registration Statement on May 27, 2021 and incorporated by reference herein.
(19) Filed with Post-Effective Amendment No. 470 to the Registration Statement on August 10, 2021 and incorporated by reference herein.
(20) Filed with Post-Effective Amendment No. 471 to the Registration Statement on October 28, 2021 and incorporated by reference herein.
(21) Filed with Post-Effective Amendment No. 472 to the Registration Statement on March 2, 2022 and incorporated herein by reference.
(22) Filed with Post-Effective Amendment No. 474 to the Registration Statement on May 23, 2022 and incorporated herein by reference.
(23) Filed with Post-Effective Amendment No. 476 to the Registration Statement on October 27, 2022 and incorporated herein by reference.
(24) Filed with Post-Effective Amendment No. 478 to the Registration Statement on November 23, 2022 and incorporated herein by reference.
(25) Filed with Post-Effective Amendment No. 481 to the Registration Statement on February 16, 2023 and incorporated herein by reference.
(26) Filed with Post-Effective No. 483 to the Registration Statement on May 19, 2023 and incorporated herein by reference.
(27) Filed with Post-Effective No. 485 to the Registration Statement on October 26, 2023 and incorporated herein by reference.
(28) Filed with Post-Effective Amendment No. 486 to the Registration Statement on March 6, 2024 and incorporated herein by reference.
(29) Filed with Post-Effective Amendment No. 489 to the Registration Statement on June 4, 2024 and incorporated herein by reference.
(30) Filed with Registration Statement on Form N-14 filed on June 4, 2024, and incorporated by reference herein.
(31) 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 [17 CFR 230.145c], 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, 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, an opinion of counsel supporting the tax consequences of the reorganization within a reasonably prompt time after receipt of such opinion. |
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 26th day of September, 2024.
| PIMCO ETF TRUST | ||||
(Registrant)
| ||||
| By: | ||||
| Joshua D. Ratner*, President | ||||
| *By: | /s/ ADAM T. TEUFEL | |||
Adam T. Teufel as attorney-in-fact | ||||
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:
| Signature | Title | Date | ||||
|
Trustee | September 26, 2024 | ||||
| Peter G. Strelow* | ||||||
| Trustee | September 26, 2024 | ||||
| George E. Borst* | ||||||
| Trustee | September 26, 2024 | ||||
| Jennifer H. Dunbar* | ||||||
| Trustee | September 26, 2024 | ||||
| Kym M. Hubbard* | ||||||
| Trustee | September 26, 2024 | ||||
| Gary F. Kennedy* | ||||||
| Trustee | September 26, 2024 | ||||
| Kimberley G. Korinke* | ||||||
| Trustee | September 26, 2024 | ||||
| Peter B. McCarthy* | ||||||
| Trustee | September 26, 2024 | ||||
| Ronald C. Parker* | ||||||
| September 26, 2024 | |||||
| Joshua D. Ratner* | President (Principal Executive Officer) | |||||
| Treasurer (Principal Financial and Accounting Officer) | September 26, 2024 | ||||
| Bijal Y. Parikh* | ||||||
| *By: | /s/ ADAM T. TEUFEL | |
| Adam T. Teufel | ||
| as attorney-in-fact |
*Pursuant to powers of attorney filed with Registration Statement on Form N-14 filed on June 4, 2024.
