0000921895-15-000653.txt : 20150803 0000921895-15-000653.hdr.sgml : 20150801 20150318162845 ACCESSION NUMBER: 0000921895-15-000653 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRONSIDES PARTNERS OPPORTUNITY MASTER FUND L.P. CENTRAL INDEX KEY: 0001635775 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O IRONSIDES PARTNERS LLC STREET 2: 100 SUMMER STREET, SUITE 2705 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 449-3136 MAIL ADDRESS: STREET 1: C/O IRONSIDES PARTNERS LLC STREET 2: 100 SUMMER STREET, SUITE 2705 CITY: BOSTON STATE: MA ZIP: 02110 CORRESP 1 filename1.htm cor10282002_03182015.htm
 
O   L   S   H   A   N
PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222
 
 
EMAIL:  AFINERMAN@OLSHANLAW.COM
DIRECT DIAL:  212.451.2289
 
March 18, 2015
 
BY EDGAR
 
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Amy Miller

 
 
Re:
PIMCO Dynamic Credit Income Fund (“PCI” or the “Fund”)
 
Preliminary Proxy Statement on Schedule 14A Filed March 6, 2015 (the “Proxy Statement”), by Ironsides Partners Opportunity Master Fund L.P. et al.
 
File No. 811-22758
 
Dear Ms. Miller:
 
We acknowledge the verbal comments received on Friday, March 13, 2015 from you on behalf of the Staff, with regard to the above-referenced matter (the “Comments”).  We have discussed the Comments with Ironsides Partners Opportunity Master Fund L.P. (“Ironsides Opportunity Fund”), together with the other participants in Ironsides Opportunity Fund’s proxy solicitation in connection with the 2015 annual meeting of PCI (collectively, the “Group”) and provide the following supplemental response on the Group’s behalf.
 
 
1.
Your comment regarding Ironsides Opportunity Fund’s responsibility to comply with the requirements of Rule 14a-6(b) and (c) with respect to any correspondence sent by Ironsides Opportunity Fund to shareholders of PCI.
 
Ironsides Opportunity Fund confirms its obligation to comply with the requirements of Rule 14A-6(b) and (c).
 
 
2.
Your comment regarding whether it is appropriate to compare the Fund with the performance of the aggregate bond market as measured by the iShare Core U.S. Aggregate Bond ETF on page 5 of the Proxy Statement.
 
While we do not believe that the comparison is misleading, we have revised the comparison to instead compare the Fund with the aggregate bond market as measured by the Barclays US Aggregate Total Return bond index (ticker: LBSUTRUU).
 
   
   
O L S H A N   F R O M E   W O L O S K Y   L L P
WWW.OLSHANLAW.COM
 
 
 
 
 
March 18, 2015
Page 2
 
 
3.
Your comment concerning chronology of the events with respect to the resignation of Bill Gross on page 5 of the Proxy Statement.
 
The Proxy Statement has been revised in response to your comment to more accurately describe the chronology of events with respect to PCI’s change in investment manager and the resignation of Bill Gross.
 
 
4.
Your comment regarding the information regarding the Fund’s independent nominees on page 5 of the Proxy Statement.
 
The Proxy Statement has been revised in response to your comment.
 
 
5.
Your comment regarding the impact of abstentions and broker non-votes with respect to the election of trustees on page A-2 of the Proxy Statement.
 
The Proxy Statement has been revised in accordance with your comment.
 
 
As requested by the Staff, we are providing the following acknowledgements:
 

 
·
Each member of the Group is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “Commission”);
 
·
Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and
 
·
the members of the Group may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.
 
 
Very truly yours,
 
 
/s/ Adam W. Finerman
 
 
Adam W. Finerman

 
cc:
Robert C. Knapp