SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 ROPES & GRAY LLP

 PRUDENTIAL TOWER

 800 BOYLSTON STREET

 BOSTON, MA 02199-3600

 WWW.ROPESGRAY.COM

 Michelle Huynh

T +1 617 235 4614

michelle.huynh@ropesgray.com

 November 27, 2023

VIA EDGAR

 Division of Investment Management

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Attn:
 Ms. Ashley Vroman-Lee

Re:
 PIMCO Corporate & Income Strategy Fund (the “Fund”)

 File Nos. 333-274850 and
811-10555

 Dear Ms. Vroman-Lee:

Thank you for your oral comments provided on November 1, 2023, relating to the staff of the Securities and Exchange Commission’s
(the “Commission”) review of the Fund’s registration statement on Form N-2 (the “Registration Statement”), filed with the Commission on October 4, 2023.

The staff’s comments are summarized below to the best of our understanding, followed by the Fund’s responses. Applicable changes
will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement or in additional pre-effective amendments to be filed subsequently. Capitalized
terms not otherwise defined herein have the meanings set forth in the Registration Statement. We note that the responses set forth herein, as applicable, will be observed by the Fund but do not necessarily represent the position or policy of other
funds managed by PIMCO, each of which is governed by its own registration statement.

 *  *  *

PROSPECTUS

 Cover

1.
 The third paragraph on page (iii) states: “The Fund may invest without limit in illiquid
investments.”

a.
 Comment: Please add a definition regarding what constitutes an illiquid investment.

 Response: The Fund will revise the above-mentioned disclosure as follows (additions in
bold/underline):

 The Fund may invest without limit in illiquid investments (i.e., investments
that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment).

b.
 Comment: Please advise how much the Fund expects to invest in hedge funds and private equity funds
that rely on Sections 3(c)(1) or 3(c)(7) of the 1940 Act. If the Fund expects to invest more than 15% of the Fund’s assets in hedge funds and private equity funds, please note that registered investment funds that invest in such hedge funds and
private equity funds should impose a minimum investment amount of at least $25,000 and restrict sales of the Fund’s shares to investors that, at a minimum, satisfy the accredited investor standard. Please explain why it would be appropriate to
offer the Fund’s shares without imposing these limits. The staff may have additional comments after reviewing your response.

Response: The Fund does not intend to invest in “hedge funds” and “private equity funds” that rely
on Sections 3(c)(1) or 3(c)(7) of the 1940 Act as part of its principal investment strategies. For the avoidance of doubt, the Fund may invest in other issuers/issuances that rely on Sections 3(c)(1) or (7) such as REITs and asset-backed
issuers, including, without limitation, CLOs, CBOs and other CDOs, RMBS, CMBS, CMOs and tender option bonds.

 Fee Table

2.
 Comment: Please provide a completed fee table for the staff’s review.

Response: See Appendix A attached hereto.

Prospectus

3.
 The last paragraph on page 34 states: “The Fund will treat the assets of wholly-owned and controlled
subsidiaries formed by the Fund (each a “Subsidiary”) as assets of the Fund for purposes of determining compliance with various provisions of the 1940 Act applicable to the Fund . . .”

a.
 Comment: Please delete the phrase “formed by the Fund.”

Response: The Fund will revise the above-mentioned disclosure as follows (additions in bold/underline; deletion in
strikethrough):

 The Fund will treat the assets of wholly-owned and controlled
subsidiaries of the Fund formed by the Fund (each a “Subsidiary”) . . .

b.
 Comment: Please explain in correspondence whether the financial statements of the Subsidiary will be
consolidated with those of the Fund. If not, please explain why not.

 Response: The Fund does
not currently have any Subsidiaries but may form one or more Subsidiaries in the future and confirms that it will consolidate the financial statements of any Subsidiary with those of the Fund to the extent required by applicable accounting
principles.

c.
 Comment: Please confirm in correspondence that: (1) the Subsidiary’s management fee
(including any performance fee), if any, will be included in “Management Fees” and the Subsidiary’s expenses will be included in “Other Expenses” in the fee table; and (2) the Subsidiary and its board of directors will
agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

Response: While noting that the Fund does not currently have any Subsidiaries, the Fund so confirms with respect to
(1) and (2); provided, however, that, with respect to (1), the Fund does not currently expect that any wholly-owned subsidiary of the Fund will charge a management fee.

d.
 Comment: Please disclose any of the Subsidiary’s principal investment strategies or principal
risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the fund and the subsidiary.

 Response: The Fund will add the below disclosure to “Investment Objectives and
Policies” on page 1:

 When used in this prospectus, the term “invest” includes both
direct investing and indirect investing and the term “investments” includes both direct investments and indirect investments. For example, the Fund may invest indirectly by investing in derivatives or through Subsidiaries. References
herein to the Fund include, as appropriate, Subsidiaries through which the Fund may gain exposure to investments. The allocation of the Fund’s assets to a

Subsidiary, if any, will vary over time and will likely not include all of the different types of investments described herein at any given time.

4.
 Comment: Please delete the second sentence under “Subsidiary Risk” on page 77. The Fund
must look through an entity which is primarily controlled by the Fund and which primarily engages in investment activities in securities or other assets. Section 48(a) of the 1940 Act makes it unlawful for any person to do indirectly through
another what it would not be permitted to do directly under the 1940 Act.

 Response: Please see
the following existing disclosure, which appears on page 34 of the prospectus:

 The Fund will treat the
assets of wholly-owned and controlled subsidiaries formed by the Fund (each a “Subsidiary”) as assets of the Fund for purposes of determining compliance with various provisions of the 1940 Act applicable to the Fund, including those
relating to investment policies (Section 8), affiliated transactions and custody (Section 17) and capital structure and leverage (Section 18). In addition, PIMCO and the Fund’s Board of Trustees will comply with the provisions of
Section 15 of the 1940 Act with respect to a Subsidiary’s investment advisory contract.

 In response to this
comment, the Fund will revise the above-mentioned disclosure on page 77 as follows (additions in bold/underline; deletion in strikethrough):

To the extent the Fund invests through one or more of its Subsidiaries, the Fund would be exposed to the
risks associated with such Subsidiary’s investments. Such Subsidiaries would likely not be registered as investment companies under the 1940 Act and, except as noted in this prospectus, therefore would not be
subject to all of the investor protections of the 1940 Act. Changes in the laws of the United States and/or the jurisdiction in which a Subsidiary is organized could result in the inability of the Fund and/or the Subsidiary to operate as intended
and could adversely affect the Fund.

 STATEMENT OF ADDITIONAL INFORMATION

5.
 Comment: The first paragraph under “Foreign (Non-U.S.)
Securities” states: “The Fund may invest up to 40% of its total assets in securities and instruments that are economically tied to ‘emerging market’ countries . . .” Please include such discussion in the discussion regarding
the Fund’s principal investment strategies.

 Response: The Fund respectfully confirms that
the above-mentioned disclosure is already included on pages ii, 3, 34 and 41 of the Fund’s prospectus.

6.
 The staff notes the section “Derivative and Direct Claims of Shareholders” on page 107:

a.
 Comment: The last sentence of the first paragraph under this section states: “Any decision by
the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of shareholders shall be made by the Trustees in their business judgment and shall be binding
upon the shareholders.” Please add disclosure that such decision by the Trustees do not apply to claims arising under federal securities laws.

Response: The Fund will add the following disclosure to the end of the above-mentioned section:

These provisions in the Declaration regarding derivative and direct claims of shareholders shall not apply
to claims made under federal securities laws.

b.
 Comment: The first sentence of the second paragraph under this section states: “A shareholder or
group of shareholders may not bring or maintain a direct action or claim for monetary damages against the Fund or the Trustees . . . nor shall any single shareholder, who is similarly situated to one or more other shareholders with respect to the
alleged injury, have the right to bring such an action, unless such group of shareholders or shareholder has obtained authorization from the Trustees to bring the action.” Please add disclosure that such decision by the Trustees do not apply to
claims arising under federal securities laws.

 Response: See response to Comment #6.a. above.

 *  *  *

 We hope
the foregoing responses adequately address the staff’s comments. Should you have any further questions or comments, please do not hesitate to contact me at (617) 235-4614 or Adam Schlichtmann at (617) 951-7114.

 Very truly yours,

/s/ Michelle Huynh

 Michelle Huynh

cc:
 Wu-Kwan Kit, Esq.

Timothy A. Bekkers, Esq.

David C. Sullivan, Esq.

Adam M. Schlichtmann, Esq.

 Appendix A

Summary of Fund Expenses

 The following table is
intended to assist investors in understanding the fees and expenses (annualized) that an investor in Common Shares of the Fund would bear, directly or indirectly, as a result of an offering. The table reflects the use of leverage
attributable to the Fund’s outstanding Preferred Shares and reverse repurchase agreements averaged over the fiscal year ended June 30, 2023 in an amount equal to 27.08% of the Fund’s total average managed assets (including
assets attributable to such leverage) and 37.14% of the Fund’s total average net assets attributable to Common Shares and shows Fund expenses as a percentage of net assets attributable to Common Shares. The percentages above do
not reflect the Fund’s use of other forms of economic leverage, such as credit default swaps or other derivative instruments. The table and example below are based on the Fund’s capital structure as of June 30, 2023.
The extent of the Fund’s assets attributable to leverage following an offering, and the Fund’s associated expenses, are likely to vary (perhaps significantly) from these assumptions.

Shareholder Transaction Expenses:

 Sales load (as a percentage of offering price)(1)

[]%

 Offering Expenses Borne by Common Shareholders (as a percentage of offering
price)(2)

[]%

 Dividend Reinvestment Plan Fees(3)

 None

(1)
 In the event that the Common Shares to which this prospectus relates are sold to or through underwriters or
dealer managers, a corresponding prospectus supplement will disclose the applicable sales load and/or commission.

(2)
 The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price
and the offering expenses borne by the Fund and indirectly by all of its Common Shareholders as a percentage of the offering price.

(3)
 You will pay brokerage charges if you direct your broker or the plan agent to sell your Common Shares that you
acquired pursuant to a dividend reinvestment plan. You may also pay a pro rata share of brokerage commissions incurred in connection with open market purchases pursuant to the Fund’s Dividend Reinvestment Plan. See “Dividend Reinvestment
Plan.”

 Annual Expenses

 Annual Expenses

Percentage of

Net Assets Attributable to Common

Shares (reflecting leverage

attributable to ARPS and reverse

purchase agreements)

 Management Fees(1)

0.85%

 Dividend Cost on Preferred Shares(2)

0.36%

 Interest Payments on Borrowed Funds(3)

1.51%

 Other Expenses(4)

0.04%

 Total Annual Expenses(5)

 2.76%

(1)
 Management Fees include fees payable to the Investment Manager for advisory services and for supervisory,
administrative and other services. The Fund pays for the advisory, supervisory and administrative services it requires under what is essentially an all-in fee structure (the “unified management
fee”). Pursuant to an investment management agreement, PIMCO is paid a Management Fee of 0.810% of the Fund’s average daily net assets (including daily net assets attributable to any Preferred Shares of the Fund that may be outstanding).
The Fund (and not PIMCO) will be responsible for certain fees and expenses, which are reflected in the table above, that are not covered by the unified management fee under the investment management agreement. Please see “Management of the
Fund– Investment Management Agreement” for an explanation of the unified management fee.

(2)
 Reflects the Fund’s outstanding Preferred Shares averaged over the fiscal year ended June 30, 2023,
which represented 3.22% of the Fund’s total average managed assets (including the liquidation preference of outstanding Preferred Shares and assets attributable to

reverse repurchase agreements), at an estimated annual dividend rate to the Fund of 8.11% (based on the weighted average Preferred Share dividend rate during the fiscal year ended June 30,
2023) and assumes the Fund will continue to pay Preferred Share dividends at the “maximum applicable rate” called for under the Fund’s Bylaws due to the ongoing failure of auctions for the ARPS. The actual dividend rate paid on the
ARPS will vary over time in accordance with variations in market interest rates. See “Use of Leverage” and “Description of Capital Structure.”

(3)
 Reflects the Fund’s use of leverage in the form of reverse repurchase agreements averaged over the fiscal
year ended June 30, 2023, which represented 23.86% of the Fund’s total average managed assets (including assets attributable to reverse repurchase agreements), at an annual interest rate cost to the Fund of 3.39%, which is the weighted
average interest rate cost during the fiscal year ended June 30, 2023. See “Use of Leverage—Effects of Leverage”. The actual amount of interest expense borne by the Fund will vary over time in accordance with the level of the
Fund’s use of reverse repurchase agreements, dollar rolls and/or borrowings and variations in market interest rates. Borrowing expense is required to be treated as an expense of the Fund for accounting purposes. Any associated income or gains
(or losses) realized from leverage obtained through such instruments is not reflected in the Annual Expenses table above, but would be reflected in the Fund’s performance results.

(4)
 Other expenses are estimated for the Fund’s current fiscal year ending June 30, 2024.

(5)
 “Dividend Cost on Preferred Shares,” including distributions on Preferred Shares, and “Interest
Payments on Borrowed Funds” a