Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
UBS Securities LLC
Wells Fargo Securities, LLC
on behalf of the several Underwriters
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
VIA EDGAR
May 21, 2012
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Mr. Brion R. Thompson
PIMCO Dynamic Income Fund
Registration Statement on Form N-2
File Nos. 333-179887 and 811-22673
Dear Mr. Thompson:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “1933 Act Rules”) we on behalf of the several underwriters wish to advise you that distribution of the amended Registration Statement on Form N-2 as filed on April 27, 2012 and the Preliminary Prospectus dated April 27, 2012 began on April 27, 2012 and is expected to conclude at approximately 5:00 p.m., May 23, 2012, with anticipated distribution results as follows: a limited number of Registration Statements have or will be sent to underwriters and approximately 105,325 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.
In accordance with Rule 461 of the 1933 Act Rules, the undersigned, on behalf of the underwriters of the offering of common shares of 811-22673 (the “Fund”), hereby join in the request of the Fund for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 9:00 a.m., Eastern Standard Time, on May 24, 2012, or as soon thereafter as practicable.
| Sincerely, | ||
MORGAN STANLEY & CO. LLC CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UBS SECURITIES LLC WELLS FARGO SECURITIES, LLC | ||
| on behalf of the several Underwriters | ||
By: |
MORGAN STANLEY & CO. LLC | |
| /s/ Susan Portelli | ||
| By: | Name: Susan Portelli | |
| Title: Executive Director | ||
By: |
CITIGROUP GLOBAL MARKETS INC. | |
| /s/ Kevin Deignan | ||
| By: | Name: Kevin Deignan | |
| Title: Managing Director | ||
By: |
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
| /s/ Michele Allong | ||
| By: | Name: Michele Allong | |
| Title: Vice President | ||
| By: | UBS SECURITIES LLC | |||
| /s/ Todd Reit | ||||
| By: | Name: Todd Reit | |||
| Title: Managing Director | ||||
| /s/ Aksham Nandakumar | ||||
| By: | Name: Aksham Nandakumar | |||
| Title: Associate Director | ||||
| By: | WELLS FARGO SECURITIES, LLC | |||
| /s/ Jerry Raio | ||||
| By: | Name: Jerry Raio | |||
| Title: Managing Director | ||||
