SEC Division of Corporation Finance no-action letter: Pacific Investment Management Company LLC

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~ SECURITIES AND EXCHANGE COMMISSION
~~ ~o~ WASHINGTON, D.C. 20549
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DIVISION OF
CORPORATION FINANCE
December 1, 2016
Robert B. Kaplan
Debevoise &Plimpton LLP
801 Pennsylvania Avenue N.W.
Washington, D.C. 20004
Re: In the Matter of Pacific Investment Management Company LLC Waiver of Disqualification under Rule 506(d)(2)(ii) of Regulation D Investment Advisers Act Release No. IA-4577, December 1, 2016 Administrative Proceeding File No. 3-17701 Dear Mr. Kaplan:
This letter responds to your letter dated November 1, 2016 ("Waiver Letter"), written on behalf of Pacific Investment Management Company LLC ("PIMCO"), and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933. In the Waiver Letter, you requested relief from any disqualification that will arise as to PIMCO under Rule 506 of Regulation D under the Securities Act by virtue of the Commission's order entered December 1, 2016 in the Matter of Pacific Investment Management Company LLC, pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 ("Advisers Act") and Sections 9(b) and 9(~ of the Investment Company Act of 1940, Release No. IA-4577 (the "Order"). Based on the facts and representations in the Waiver Letter and assuming PIMCO complies with the Order, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, has determined that PIMCO has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny reliance on Rule 506 of Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter regarding any disqualification that inay arise as to PIMCO under Rule 506 of Regulation D by reason of the entry of the Order is granted on the condition that PIMCO fully complies with the terms of the Order. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. Very truly yours, Sebastian Gomez Abero Chief, Office of Sinall Business Policy Division of Corporation Finance