Washington, D.C. 20549
(Amendment No. )
The Annual Meeting of
Stockholders of Montgomery Street Income Securities, Inc. (the “Fund”) is to be held at 10:00 a.m. (Pacific time) on
Tuesday, July 23, 2013 at 4 Embarcadero Center, 22nd Floor, San Francisco, California. A Proxy Statement regarding the meeting,
a proxy card for your vote at the meeting and a postage-prepaid envelope, in which to return your proxy card, are enclosed.
At the meeting, the stockholders
will elect the Fund’s Directors. In addition, the stockholders present will hear a report by the Fund’s investment
adviser, Pacific Investment Management Company LLC. There will be an opportunity to discuss matters of interest to you as a stockholder.
The enclosed Proxy Statement
provides greater detail about the election of the Fund’s Directors.
The Board of Directors of the Fund recommends that
the stockholders vote in favor of electing each of the nominees proposed.
To vote, simply fill
out, sign and date the enclosed proxy card, and return it to us in the enclosed postage-prepaid envelope. You also may vote through
the Internet by visiting the website address on your proxy card, by telephone using the toll-free number on your proxy card, or
in person at the meeting.
For additional information,
please call Jackson Fund Services, the Fund’s administrator, toll free at (866) 255-1935.
Your vote is very important
to us. Thank you for your response and for your continued investment with the Fund.
PROXY STATEMENT
RECORD DATE: May 1, 2013
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MAILING DATE: May 21, 2013
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Introduction
The Board of Directors
of Montgomery Street Income Securities, Inc. (the “Fund”) is soliciting proxies for use at the Annual Meeting of Stockholders
(the “Annual Meeting”). The Annual Meeting will be held at 4 Embarcadero Center, 22nd Floor, San Francisco, California,
on Tuesday, July 23, 2013 at 10:00 a.m. (Pacific time). The Board of Directors also is soliciting proxies for use at any adjournment
or postponement of the Annual Meeting. This Proxy Statement is furnished in connection with this solicitation. To obtain directions
to the Annual Meeting, please call Jackson Fund Services, a division of Jackson National Asset Management, LLC, the Fund’s
administrator (the “Administrator”), toll-free at (866) 255-1935.
Important Notice Regarding
the Internet Availability of Proxy and Other Materials for the Annual Meeting
This Proxy Statement
and the accompanying Notice of Annual Meeting of Stockholders and form of proxy card also are available on the Fund’s website
at www.montgomerystreetincome.com.
You may, without charge, view the
annual report of the Fund for the fiscal year ended December 31, 2012 in the “Financial Reports” tab on the Fund’s
website at www.montgomerystreetincome.com or request a copy of the annual report or copies of any subsequent shareholder report
by calling toll-free (877) 437-3938 or writing the Fund care of Computershare Shareowner Services LLC, P.O. Box 43006, Providence,
Rhode Island 02940-3006.
Voting Information
The Fund may solicit
proxies by mail, telephone, telegram, and personal interview. Computershare Fund Services, 280 Oser Avenue, Hauppauge, New York
11788, has been engaged to assist in the solicitation of proxies for the Fund, at an estimated cost of $5,000 plus expenses. In
addition, the Fund may request personnel of the Fund’s Administrator to assist in the solicitation of proxies for no separate
compensation. It is anticipated that the Fund will request brokers, custodians, nominees, and fiduciaries who are record owners
of stock to forward proxy materials to their principals and obtain authorization for the execution of proxies. Upon request, the
Fund will reimburse the brokers, custodians, nominees, and fiduciaries for their reasonable expenses in forwarding proxy materials
to their principals. The Fund will bear the cost of soliciting proxies.
You may revoke the enclosed
proxy at any time insofar as it has not yet been exercised by the appointed proxies. You may revoke the enclosed proxy by the following
methods:
|
·
|
Providing written notice to the Fund at
the following address:
|
Montgomery
Street Income Securities, Inc.
c/o Proxy
Tabulator
P.O. Box 18011
Hauppauge,
NY 11788-8811;
|
·
|
Giving a later proxy; or
|
|
·
|
Attending the Annual Meeting and voting
your shares in person.
|
In order to obtain the quorum necessary
to transact business, a majority of the shares entitled to be voted must have been received by proxy or be present at the Annual
Meeting. Proxies that are marked to withhold voting, as well as proxies returned by brokers or others who have not received voting
instructions and do not have discretion to vote for their clients (“broker non-votes”), will be counted towards this
quorum. Withheld votes and broker non-votes will not be counted in favor of, but will have no other effect on, the election of
Directors. Broker non-votes are not likely to be relevant to the Annual Meeting because the New York Stock Exchange currently considers
an uncontested election of Directors to be routine and within the discretion of brokers to vote if customer instructions are not
received.
In the event that the
necessary quorum to transact business or the vote required to elect the proposed nominees is not obtained at the Annual Meeting,
the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Annual Meeting to permit, in
accordance with applicable law, further solicitation of proxies. Any such adjournment as to a matter will require the affirmative
vote of the holders of a majority of the shares present in person or by proxy at the session of the Annual Meeting to be adjourned.
The persons named as proxies on the enclosed proxy card will vote
FOR
any such adjournment those proxies which they are
entitled to vote in favor of the proposal for which further solicitation of proxies is to be made. They will vote
AGAINST
any such adjournment those proxies required to be voted against such proposal.
The record date for determination
of stockholders entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or any adjournments or postponements
thereof was May 1, 2013 at 5:00 p.m. (Eastern time) (the “Record Date”).
As of the Record Date, there were issued
and outstanding 10,369,675 shares of common stock of the Fund, constituting all of the Fund’s then outstanding securities.
Each share of common stock is entitled to one vote.
Security Ownership
The following table sets forth for each
Director of the Fund, the Principal Executive and Principal Financial Officers of the Fund, and the Directors and Executive Officers
of the Fund as a group as of March 31, 2013 the amount of shares beneficially owned in the Fund, the dollar range of securities
owned in the Fund, and the aggregate dollar range of all shareholdings in all funds overseen by each Director in the same family
of investment companies. Each Director’s, the Principal Executive Officer’s and the Principal Financial Officer’s
individual beneficial shareholdings in the Fund constituted less than 1% of the outstanding shares of the Fund; and, as a group,
the Directors and Executive Officers owned beneficially less than 1% of the outstanding shares of the Fund.
Name and
Position
|
|
Amount of
Shares
Beneficially
Owned in
the Fund
(1)
|
|
|
Dollar Range of
Equity Securities
in the Fund
(2)
|
|
|
Aggregate Dollar
Range of Equity
Securities in all
Funds Overseen
in Family of
Investment
Companies
(3)
|
|
|
|
|
|
|
|
|
|
|
|
Independent Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard J. Bradshaw
Chairman and Director
|
|
|
16,725
|
(4)
|
|
|
Over $100,000
|
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victor L. Hymes
Director
|
|
|
6,545
|
|
|
|
Over $100,000
|
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendell G. Van Auken
Director
|
|
|
42,971
|
(5)
|
|
|
Over $100,000
|
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy E. Wallace
Director
|
|
|
1,391
|
|
|
|
$10,001-$50,000
|
|
|
|
$10,001-$50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark D. Nerud
President, Chief Executive Officer and Principal Executive Officer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel W. Koors
Treasurer, Chief Financial Officer and Principal Financial Officer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and Executive Officers as a Group
|
|
|
67,632
|
(4),
(5)
|
|
|
|
|
|
|
|
|
|
(1)
|
The information as to beneficial ownership is based on statements furnished to the Fund by each
Director and executive officer. Unless otherwise indicated, each person has sole voting and investment power over the shares reported.
|
|
(2)
|
Based on market value.
|
|
(3)
|
Consists of all funds overseen by the Director, managed by Pacific Investment Management Company
LLC, and holding themselves out as related for purposes of investment and investor services. The Fund is the only fund meeting
these criteria.
|
|
(4)
|
Includes 11,815 shares held with sole voting and investment power and 4,910 shares held with shared
voting and investment power.
|
|
(5)
|
Includes 36,040 shares held with sole voting and investment power and 6,931 shares held with shared
voting and investment power.
|
At its April 23, 2013 meeting, the Board
adopted a share ownership policy whereby each Director is normally required to beneficially own Fund shares of at least $100,000
based on the market value of the shares. In the case of a new Director, and of a Director whose investment falls below $90,000
due to a decline in the market value of the shares, the policy requires the Director to invest at least 50% of the Director’s
retainer and meeting fees until the Director meets the minimum investment threshold.
To the Fund’s knowledge, as of December
31, 2012, the following entities owned beneficially more than 5% of the Fund’s outstanding shares.
Name and Address of
Beneficial Owner
|
|
Amount of Shares
Beneficially Owned
in the Fund
|
|
|
Percentage of
Outstanding Shares
of the Fund
(1)
|
|
|
|
|
|
|
|
|
1607 Capital Partners, LLC
4991 Lake Brook Drive, Suite 125
Glen Allen, VA 23060
|
|
|
547,371
|
(2)
|
|
|
5.28
|
%
|
|
|
|
|
|
|
|
|
|
Sit Investment Associates, Inc.
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
|
|
|
1,045,524
|
(3)
|
|
|
10.09
|
%
|
|
|
|
|
|
|
|
|
|
Wells Fargo and Company
420 Montgomery Street
San Francisco, CA
94104
|
|
|
946,159
|
(4)
|
|
|
9.13
|
%
|
|
(1)
|
At December 31, 2012, there were issued and outstanding 10,367,316 shares of common stock of the Fund.
|
|
(2)
|
The information as to beneficial ownership is based on statements furnished in the Schedule 13G
filed with the U.S. Securities and Exchange Commission (“SEC”) on February 14, 2013 by or on the behalf of the beneficial
owner.
|
|
(3)
|
The information as to beneficial ownership is based on statements furnished in the Schedule 13G
filed with the SEC on February 13, 2013 by or on the behalf of the beneficial owner.
|
|
(4)
|
The information as to beneficial ownership is based on statements furnished in the Schedule 13G
filed with the SEC on February 13, 2013 by or on the behalf of the beneficial owners. The amount beneficially owned includes 940,533
shares beneficially owned by Wells Capital Management Incorporated, which constitutes 9.07% of the outstanding shares of the Fund.
Wells Capital Management Incorporated is located at 525 Market Street, 10th Floor, San Francisco, CA 94105.
|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the
Securities Exchange Act of 1934, as amended (the “1934 Act”), and Section 30(h) of the Investment Company Act of 1940,
as amended (the “1940 Act”), as applied to a closed-end fund, require a fund’s officers and directors, investment
adviser, affiliated persons of the investment adviser, and persons who beneficially own more than ten percent of a registered class
of the fund’s outstanding securities (“Reporting Persons”) to file reports of ownership of the fund’s securities
and changes in such ownership with the SEC and any exchange on which
the fund’s securities are traded. Such persons are required by SEC regulations to furnish the fund with copies of all such
reports.
Based
on a review of reports filed by the Fund’s Reporting Persons, and written representations by the Reporting Persons that no
year-end reports were required for such persons, all filings required by Section 16(a) of the 1934 Act for the fiscal year ended
December 31, 2012 were timely.
PROPOSAL: ELECTION OF DIRECTORS
At the Annual Meeting,
stockholders will be asked to elect four individuals to constitute the Board of Directors of the Fund. Each Director so elected
will hold office until the next annual meeting or until the election and qualification of a successor. The four individuals listed
below under “Information Concerning Nominees” were nominated for election as Directors of the Fund by the Fund’s
present Board of Directors. Each of the nominees is currently a Director of the Fund and was elected to serve as a Director at
the 2012 Annual Meeting of Stockholders.
The persons named proxies
on the enclosed proxy card intend to vote for all of the nominees named below, unless authority to vote for any or all of the nominees
is withheld. In the unanticipated event that any nominee for Director cannot be a candidate at the Annual Meeting, the appointed
proxies will vote their proxy in favor of the remainder of the nominees and, in addition, in favor of such substitute nominee(s)
(if any) as the Board of Directors shall designate. Alternatively, the proxies may vote in favor of a resolution reducing the number
of Directors to be elected at the Annual Meeting.
Information Concerning Nominees
Each of the nominees
is listed below. The address of each nominee is Montgomery Street Income Securities, Inc., c/o Jackson Fund Services, 225 West
Wacker Drive, Suite 1200, Chicago, Illinois 60606. Each nominee has consented to be nominated and to serve if elected.
Nominee
(Age)
|
|
Principal Occupation or Employment and
Other Directorships in Publicly Held
Companies and Registered Investment
Companies during Past Five Years
|
|
Year First
Became a
Director
of the
Fund
|
|
|
|
|
|
Independent Directors
|
|
|
|
|
|
Richard J. Bradshaw
(64)
|
|
Consultant (2010 – present). Formerly, Partner and Chief
Operating Officer of Venrock (venture capital firm) (2008 – 2010) and Executive Director of Cooley LLP (law firm) (1997 –
2008). Chairman of the Board of Directors of the Fund (since 2004).
|
|
1991
|
|
|
|
|
|
Victor L. Hymes
(55)
|
|
Chief Executive Officer, Chief Investment Officer, and Director of Legato Capital Management LLC (investment adviser) (2004 – present). Formerly, Managing Director, Zurich Scudder Investments, Inc. (a former adviser of the Fund) (1997 – 2002); and President of the Fund (2000 – 2002).
|
|
2005
|
Nominee
(Age)
|
|
Principal Occupation or Employment and
Other Directorships in Publicly Held
Companies and Registered Investment
Companies during Past Five Years
|
|
Year First
Became a
Director
of the
Fund
|
|
|
|
|
|
Wendell G. Van Auken
(68)
|
|
Partner Emeritus at Mayfield Fund and Managing Director of several venture capital funds affiliated with Mayfield Fund. Directorship: Advent Software (portfolio software company).
|
|
1994
|
|
|
|
|
|
Nancy E. Wallace
(64)
|
|
Professor of Real Estate and Finance, Haas School of Business, University of California, Berkeley (1986 – present).
|
|
2010
|
The following are some of the experiences,
qualifications, attributes and skills of the nominees that led to the conclusion that they should serve as Directors of the Fund:
Mr. Bradshaw has held senior positions
in complex enterprises involving venture capital, investment management, legal services, corporate finance, banking, and real estate
over his career. He brings to the Board the management experience and insight that he has developed. In addition, Mr. Bradshaw’s
22 years of service on the Board has given him insight into, and perspective on, the Fund’s history and operations, which
assists the Board in its oversight of the Fund.
Mr. Hymes has served in chief executive,
chief investment, and other senior management roles
with investment management firms over the course
of his career, including with one of the former investment managers of the Fund. He brings to the Board experience in the field
of investment management, which provides the Board with perspective in its oversight of the Fund’s investment activities.
His experience with investment products also assists the Board in its oversight of Fund risks. Mr. Hymes’ 8 years
of experience on the Board and 2 years as the Fund’s President has given him insight into, and perspective on, the Fund’s
history and operations, which assists the Board in its oversight of the Fund.
Mr. Van Auken has served in senior executive
roles in venture capital firms over the course of his career and has led investments in a wide range of industries, including e-commerce,
information services, and financial services. His experience in corporate finance and in leading investments provides the Board
with assistance in its oversight of the Fund’s investment activities.
His experience with investment
products also assists the Board in its oversight of Fund risks. Mr. Van Auken’s 19 years of experience on the Board
has given him insight into, and perspective on, the Fund’s history and operations, which assists the Board in its oversight
of the Fund.
Ms. Wallace has developed
significant experience in finance during her time in academia where she teaches classes on asset-backed securitization, real estate
investment analysis, real estate strategy, and real estate finance. Additionally, she has served as a visiting scholar at the New
York Federal Reserve Bank and the San Francisco Federal Reserve Bank, as the president and board member of a national real estate
economics association, and as an editorial board member of an academic journal focusing on computational techniques in the pricing,
hedging and risk management of financial instruments. Ms. Wallace’s experience in finance and financial analysis assists
the Board in the oversight of the Fund’s investment activities and investment risks. In addition, Ms. Wallace’s 2 years
of experience on the Board has given her insight into, and perspective on, the Fund’s history and operations, which assists
the Board in its oversight of the Fund.
In order for the Fund
to take advantage of certain exemptive rules under the 1940 Act, a majority of the Board members must not be interested persons
(“Interested Persons”), as defined in the 1940 Act, of the Fund. Directors of the Fund who are not Interested Persons
are referred to in this Proxy Statement as “Independent Directors.” If the nominees proposed for election as Directors
of the Fund are elected, all the members of the Board of Directors will be Independent Directors. As required, each of the nominees
who will be considered an Independent Director, if elected, was selected and nominated solely by the current Independent Directors
of the Fund.
Each nominee currently serves as a Board
member of one portfolio in the complex of funds that hold themselves out as related companies for purposes of investment or investor
services or are managed by the Fund’s investment adviser, Pacific Investment Management Company LLC (“PIMCO”),
or its affiliated persons (the “Fund Complex”). PIMCO is located at 840 Newport Center Drive, Newport Beach, California
92660.
As of March 31, 2013,
none of the nominees beneficially owned securities of PIMCO or any person directly or indirectly controlling, controlled by or
under common control with PIMCO.
Board Leadership Structure
The primary responsibility
of the Board of Directors is to represent the interests of the stockholders of the Fund and to provide oversight of the management
of the Fund.
The Board is committed
to maintaining its independence, and the Board currently is comprised entirely of Independent Directors. It has further been the
practice of the Fund to appoint an Independent Director as Chairman of the Board (the “Chairman”) and a separate Chief
Executive Officer. The Board believes that an Independent Director can best provide the necessary leadership and objectivity required
in a Chairman and that separation of the roles of Chairman and Chief Executive Officer eliminates conflicts of interest that may
arise when the roles are combined. It is also noteworthy that the Chief Executive Officer of the Fund is not affiliated with PIMCO,
the Fund’s investment adviser, but rather is an officer of the independent Administrator of the Fund.
Board Risk Oversight
As part of its oversight function, the
Board supervises the risk management of the Fund. Risks to the Fund include, among others, investment risk, financial reporting
risk, and compliance risk. Consistent with New York Stock Exchange requirements, the Board has adopted procedures regarding risk
assessment and management that are reviewed annually by the Audit Committee. Under these procedures and in accordance with other
Fund practices, the Fund’s officers and service providers are responsible for monitoring and managing the various risks,
implementing appropriate policies and procedures, and reporting to the Board and its Committees on a periodic or exceptional basis.
For example, the Fund’s investment adviser is primarily responsible for implementing the Fund’s investment program,
the Fund’s Administrator is primarily responsible for assuring the Fund’s accounting is appropriately carried out,
the Fund’s Chief Compliance Officer is primarily responsible for evaluating the adequacy and effectiveness of the compliance
programs of the Fund and its service providers, and the Fund’s independent auditors are primarily responsible for conducting
the annual audit of the Fund’s financial statements. The Board and its Committees are responsible for overseeing the
risk-related activities of the Fund’s officers and service providers, reviewing their reports, and taking appropriate action
within the scope of their duties under federal and state law. Despite the Board’s oversight, it is likely that not all risks
to the Fund will be identified or eliminated.
Board Nominations
The Board of Directors
does not have a nominating committee or a charter relating to the nomination of Directors. The full Board considers possible candidates
to fill vacancies on the Board of Directors, reviews the qualifications of candidates recommended by stockholders and others, and
recommends the slate of nominees to be proposed for election by stockholders at each annual meeting. As noted above, individuals
who would be considered Independent Directors, if elected, must be selected and nominated solely by the Independent Directors of
the Fund. In light of the fact that all the members of the Board of Directors are Independent Directors, the Board believes that
it is appropriate for the full Board to participate in the consideration of Director candidates.
The Board considers diversity
in identifying nominees for Director and in evaluating periodically the composition of the Board as a whole. The Board believes
that diversity with respect to viewpoint, skills and experience should be an important factor in Board composition. The Board does
not have any written policy with regard to the consideration of diversity.
Stockholders wishing
to recommend any Director candidate should submit in writing a brief description of the candidate’s business experience and
other information relevant to the candidate’s qualifications to serve as a Director. Submissions should be addressed to the
Chairman of the Board of Directors, Montgomery Street Income Securities, Inc., c/o Jackson Fund Services, 225 West Wacker Drive,
Suite 1200, Chicago, Illinois 60606. In order to be considered at the 2014 Annual Meeting of Stockholders (the “2014 Annual
Meeting”), submission must be received by January 21, 2014.
Communications with the Board
The Board of Directors
provides a process for stockholders to send communications to the Board. Correspondence should be sent by U.S. mail or courier
service to the Chairman of the Board of Directors, Montgomery Street Income Securities, Inc., c/o Jackson Fund Services, 225 West
Wacker Drive, Suite 1200, Chicago, Illinois 60606. It is the general policy of the Fund that the Board of Directors should be represented
at the Annual Meeting. All of the Directors attended the last Annual Meeting, which was held on July 17, 2012.
Board Committees; Meetings
The Board of Directors
has an Executive Committee, a Valuation Committee and an Audit Committee. In 2012, the Board of Directors held five meetings, the
Valuation Committee held one meeting, the Audit Committee held two meetings, and the Executive Committee did not meet. Each Director
attended at least 75% of the total number of meetings of the Board of Directors and of the Committees of the Board on which he
or she served in 2012.
Executive Committee
The Executive Committee
is authorized to exercise all powers of the Board of Directors permitted to be exercised under the Maryland General Corporation
Law. The Executive Committee is composed of two Independent Directors: Messrs. Bradshaw and Hymes.
Valuation Committee
The Valuation Committee
reviews the procedures for the pricing of the Fund’s portfolio assets adopted by the full Board of Directors (the “Pricing
Procedures”), assists the Fund’s Administrator in determining the fair value of portfolio assets of the Fund as needed
in accordance with the Pricing Procedures, and performs such other tasks as the full Board of Directors deems necessary. The Valuation
Committee is composed of three Independent Directors: Messrs. Hymes (Chair) and Van Auken and Ms. Wallace.
Audit Committee
The Audit Committee oversees
the accounting and financial reporting policies and practices of the Fund, its internal controls over financial reporting and,
as the Audit Committee deems appropriate, the internal controls of certain service providers to the Fund. The Audit Committee also
oversees the quality, objectivity and integrity of the Fund’s financial statements and the independent audit thereof; exercises
direct responsibility for the appointment, compensation, retention and oversight of the work performed by the independent auditor;
reviews the independent auditor’s qualifications and independence; and acts as a liaison between the Fund’s independent
auditor and the full Board of Directors.
The Audit Committee is
composed of three Independent Directors: Messrs. Van Auken (Chair) and Hymes and Ms. Wallace. Each Audit Committee member
meets the independence requirements of the New York Stock Exchange listing standards. The Audit Committee is governed by a written
charter adopted by the Board of Directors that sets forth in greater detail the Audit Committee’s purposes, duties and powers.
A copy of the current Audit Committee Charter is available on the Fund’s website at www.montgomerystreetincome.com.
Audit Committee Report
At a meeting of the Audit
Committee held on February 19, 2013, the members of the Audit Committee and Board of Directors of the Fund reviewed the Fund’s
audited financial statements and discussed the financial statements with management and the independent auditor.
The Audit
Committee discussed with the independent auditor the matters required to be discussed by Statement of Auditing Standards No. 114,
The Auditor’s Communication With Those Charged With Governance
. In addition, the Audit Committee discussed with the
independent auditor the auditor’s independence and received the related written disclosures and letter required by the Public
Company Accounting Oversight Board.
Based on those reviews
and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in
the Fund’s annual report to stockholders for the fiscal year ended December 31, 2012.
|
The Audit Committee:
|
|
|
|
Wendell G. Van Auken, Chair
|
|
Victor L. Hymes
|
|
Nancy E. Wallace
|
Independent Auditor
The Fund’s financial
statements for the fiscal years ended December 31, 2011 and December 31, 2012 were audited by KPMG LLP (“KPMG”).
At a meeting held on
February 19, 2013, based on the approval and recommendation of the Audit Committee, the Board of Directors approved KPMG as the
Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2013. Representatives of KPMG
are not expected to be present at the Annual Meeting but will be available by telephone to respond to appropriate questions and
to make a statement if they desire to do so.
Fees for Services.
The following table shows fees billed by KPMG during the 2011 and 2012 fiscal years for audit, audit-related, tax and other services
provided to the Fund.
Fees for Services Rendered to the Fund by the Independent
Auditor
Fiscal Year
|
|
Audit Fees
|
|
|
Audit-Related Fees
|
|
|
Tax
Fees
(1)
|
|
|
All Other Fees
|
|
2011
|
|
$
|
44,000
|
|
|
$
|
0
|
|
|
$
|
3,700
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
$
|
45,400
|
|
|
$
|
0
|
|
|
$
|
4,000
|
|
|
$
|
0
|
|
|
(1)
|
Tax Fees for 2011 and 2012 represent fees for services rendered to the Fund for review of tax returns,
quarterly diversification tests, and income and capital gains distributions.
|
The following table shows
fees billed by KPMG during the 2011 and 2012 fiscal years for audit-related, tax and other services provided to PIMCO, the Fund’s
investment adviser, and entities controlling, controlled by, or under common control with PIMCO that provided ongoing services
to the Fund (the “Adviser Entities”) that were directly related to the Fund’s operations and financial reporting.
Fees for Services Rendered to Adviser Entities by the Independent
Auditor
Fiscal Year
|
|
Audit-Related Fees
|
|
|
Tax Fees
|
|
|
All Other Fees
|
|
2011
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
The aggregate amount of non-audit fees
billed by KPMG for services rendered to the Fund and the Adviser Entities during the 2011 and 2012 fiscal years was $3,700 and
$4,000, respectively, as detailed in the above tables. The Audit Committee considered whether KPMG’s provision of non-audit
services to the Adviser Entities that were not pre-approved by the Audit Committee was compatible with maintaining KPMG’s
independence.
Audit Committee Pre-Approval
Procedures.
The Audit Committee has adopted procedures for the pre-approval by the Audit Committee of the engagement of the
Fund’s independent auditor to provide audit and non-audit services to the Fund and the engagement of the Fund’s independent
auditor to provide non-audit services to the Fund’s investment adviser or its related entities that relate directly to the
Fund’s operations and financial reporting. If time does not permit, the Chairman of the Audit Committee is authorized to
pre-approve the engagement of the independent auditor on behalf of the Audit Committee. The independent auditor and the investment
adviser are required to report on the initiation of any such engagement at the next regular Audit Committee meeting.
Officers of the Fund
The following table sets
forth certain information concerning each officer of the Fund. The address of each officer is c/o Jackson Fund Services, 225 West
Wacker Drive, Suite 1200, Chicago, Illinois 60606.
Name
(Age)
Positions Held
with the Fund
|
|
Position with the Fund and Principal
Occupation or Employment During the Past
Five Years
|
|
Year First
Became an
Officer
(1)
|
|
|
|
|
|
Mark D. Nerud
(46)
President and Chief Executive Officer
|
|
Chief Executive Officer of Jackson National Asset Management, LLC (“JNAM”) and Jackson Fund Services (“JFS”) (2010 – present); President of JNAM and JFS (2006 – present); President, CEO and Trustee/Manager of investment companies advised by JNAM (2007 – present); Managing Board Member of Curian Capital, LLC (“Curian”) and Curian Clearing LLC (2011 – present). Formerly, Managing Board Member of JNAM (2007 – 2010); Vice President – Fund Accounting & Administration of Jackson National Life Insurance Company (“Jackson”) (2000 – 2009).
|
|
2006
|
Name
(Age)
Positions Held
with the Fund
|
|
Position with the Fund and Principal
Occupation or Employment During the Past
Five Years
|
|
Year First
Became an
Officer
(1)
|
|
|
|
|
|
Daniel W. Koors
(42)
Chief Financial Officer
|
|
Chief Operating Officer of JNAM and JFS (2011 – present); Senior Vice President of JNAM and JFS (2009 – present); Vice President of investment companies advised by JNAM (2006 – present);Treasurer and Chief Financial Officer of investment companies advised by Curian (2010 – present). Formerly, Chief Financial Officer of JNAM and JFS (2007 – 2011); Treasurer and Chief Financial Officer of investment companies advised by JNAM (2006 – 2011); Assistant Vice President – Fund Administration of Jackson (2006 – 2009); Vice President of JNAM and JFS (2007 – 2008).
|
|
2006
|
|
|
|
|
|
Joseph B. O’Boyle
(50)
Chief Compliance Officer
|
|
Chief Compliance Officer of investment companies advised by Curian (2012 – present). Formerly, Chief Compliance Officer of Guggenheim Funds (2011 – 2012); Chief Compliance Officer of Calamos Investments (“Calamos”) (2008 – 2011); Director of Internal Audit and Risk Assessment of Calamos (2005 – 2008).
|
|
2012
|
|
|
|
|
|
Diana R. Gonzalez
(34)
Chief Legal Officer
|
|
Senior Attorney of JNAM and JFS (2012 – present); Assistant Vice President of investment companies advised by Curian (2012 – present). Formerly, Counsel of Sun Life Financial, Inc. (2008 – 2012); Senior Compliance Manager of Bank of America Corporation (2006 – 2008).
|
|
2013
|
|
|
|
|
|
Emily J. Eibergen
(29)
Secretary
|
|
Attorney of JNAM and JFS (2011 – present); Assistant Secretary of investment companies advised by Curian (2012 – present). Formerly, Departmental Specialist, Michigan Public Health Institute (2010 – 2011); Legal Assistant, Guyselman & Ehnis-Clark (2009 – 2010).
|
|
2013
|
Name
(Age)
Positions Held
with the Fund
|
|
Position with the Fund and Principal
Occupation or Employment During the Past
Five Years
|
|
Year First
Became an
Officer
(1)
|
|
|
|
|
|
Danielle A. Bergandine
(32)
Assistant Secretary
|
|
Senior Compliance Analyst of JNAM and JFS (2009 – present); Anti-Money Laundering Officer of investment companies advised by JNAM (2007 – present); Anti-Money Laundering Officer of investment companies advised by Curian (2011 – present). Formerly, Compliance Analyst of JNAM and JFS (2006 – 2009).
|
|
2013
|
|
(1)
|
All officers are appointed annually by, and serve at
the discretion of, the Board of Directors.
|
Remuneration of Directors and Officers
Each Director receives
remuneration from the Fund for his or her services. The Fund does not compensate its officers, since the Administrator makes these
individuals available to the Fund to serve without compensation from the Fund. Remuneration to Directors consists of a quarterly
retainer and a fee of $750 for each Board meeting attended and $500 for each Committee meeting attended, as well as any related
expenses. The Directors receive a quarterly retainer of $3,750 (except the Chairman of the Board, whose quarterly retainer is $8,000,
and the Chairman of the Audit Committee, whose quarterly retainer is $6,000). For the fiscal year ended December 31, 2012, total
compensation (including reimbursement of expenses) for all Directors as a group was $104,974.
The Compensation Table
below provides the following data:
|
Column (A):
|
Each Director who received compensation from the Fund.
|
|
Column (B):
|
Aggregate compensation received by a Director from the
Fund.
|
|
|
|
|
Column (C):
|
Total compensation received by a Director from the Fund
and Fund Complex. No member of the Board serves as a Director for any other fund in the Fund Complex nor does any Director receive
any pension or retirement benefits from the Fund.
|
Compensation Table
For the Fiscal Year
Ended December 31, 2012
(A)
|
|
(B)
|
|
|
(C)
|
|
Name of Director and Position
|
|
Aggregate
Compensation
from the Fund
|
|
|
Total Compensation
from the Fund and the
Fund Complex
|
|
|
|
|
|
|
|
|
Independent Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard J. Bradshaw, Chairman of the Board of Directors and Director
|
|
$
|
36,037
|
|
|
$
|
36,037
|
|
|
|
|
|
|
|
|
|
|
Victor L. Hymes, Valuation Committee Chair and Director
|
|
$
|
19,000
|
|
|
$
|
19,000
|
|
|
|
|
|
|
|
|
|
|
Wendell G. Van Auken, Audit Committee Chair and Director
|
|
$
|
29,687
|
|
|
$
|
29,687
|
|
|
|
|
|
|
|
|
|
|
Nancy E. Wallace, Director
|
|
$
|
20,250
|
|
|
$
|
20,250
|
|
Board Recommendation and Required Vote
Election of the nominees for Director requires
the affirmative vote of a plurality of the votes cast in person or by proxy at the Annual Meeting.
The Board of Directors recommends
that the stockholders of the Fund vote FOR the election of each of the nominees for Director.