PROXY
STATEMENT
NOVEMBER 7, 2012
FOR THE JOINT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 19, 2012
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the “Board”) of the shareholders of PIMCO High Income Fund (“PHK”) and AGIC Global
Equity & Convertible Income Fund (“NGZ”) (each a “Fund” and, collectively, the “Funds”) of proxies to be voted at the Joint Annual Meeting of Shareholders of the Funds and any adjournment(s) or postponement(s)
thereof (the “Meeting”). The Meeting will be held at the offices of Allianz Global Investors Fund Management LLC (“AGIFM” or the “Manager”), at 1633 Broadway, between West 50
th
and West 51
st
Streets, 42
nd
Floor, New York, New York 10019, on Wednesday,
December 19, 2012 at 10:30 A.M., Eastern Time, for PHK and at 11:30 A.M., Eastern Time, for NGZ.
The
Notice of Joint Annual Meeting of Shareholders (the “Notice”), this Proxy Statement and the enclosed proxy cards are first being sent to Shareholders on or about November 7, 2012.
The Meeting is scheduled as a joint meeting of the holders of common shares of each Fund (the “Common Shareholders”) and
preferred shares of PHK
1
(the “Preferred Shareholders” and, together with the Common Shareholders, the “Shareholders”). The Shareholders of each Fund are expected to consider and vote on similar
matters. Shareholders of each Fund will vote on the applicable proposal set forth herein (the “Proposal”) and on any other matters that may properly be presented for vote by Shareholders of that Fund. An unfavorable vote on the Proposal by
the Shareholders of one Fund will not affect the implementation of the Proposal by the other Fund if the Proposal is approved by the Shareholders of such other Fund.
The Board of each Fund has fixed the close of business on October 19, 2012 as the record date (the “Record Date”) for the determination of Shareholders of each Fund entitled to notice of,
and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof. Shareholders of each Fund on the Record Date will be entitled to one vote per share on each matter to which they are entitled to vote and that is to be voted on by
Shareholders of the Fund, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Trustees. The following table sets forth the number of shares of common stock (“Common Shares”) and
shares of preferred stock (“Preferred Shares” and, together with the Common Shares, the “Shares”) issued and outstanding of each Fund at the close of business on the Record Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
Common
Shares
|
|
|
Outstanding
Preferred
Shares
|
|
|
PHK
|
|
|
122,520,341
|
|
|
|
11,680
|
|
|
NGZ
|
|
|
7,019,923
|
|
|
|
N/A
|
|
The classes of Shares listed for each Fund in the table above are the only classes of Shares currently
authorized by that Fund.
At the Meeting, on each proposal to be brought before the Meeting (including the election of Trustee
nominees for election by all shareholders), Preferred Shareholders will have equal voting rights (
i.e.
, one vote per Share) with Common Shareholders and will vote together with Common Shareholders as a single class. As summarized in the table
below:
PHK:
The Common and Preferred Shareholders of PHK, voting together as a single class, have the right to vote on the re-election of Deborah A. DeCotis and John C. Maney as Trustees of PHK.
2
NGZ:
The Common Shareholders of NGZ, voting as a single class, have the right to vote on the re-election of Deborah A. DeCotis and John C. Maney as Trustees of NGZ.
Summary
|
|
|
|
|
|
|
|
|
Proposal
|
|
Common
Shareholders
|
|
|
Preferred
Shareholders
|
|
Election of Trustees
|
|
|
|
|
|
|
|
PHK
|
|
|
|
|
|
|
|
Independent Trustees/Nominees*
|
|
|
|
|
|
|
|
Re-election of Deborah A. DeCotis
|
|
ü
|
|
|
|
ü
|
|
Interested Trustee/Nominee†
|
|
|
|
|
|
|
|
Re-election of John C. Maney
|
|
ü
|
|
|
|
ü
|
|
NGZ
|
|
|
|
|
|
|
|
Independent Trustees/Nominees*
|
|
|
|
|
|
|
|
Re-election of Deborah A. DeCotis
|
|
ü
|
|
|
|
N/A
|
|
Interested Trustee/Nominee†
|
|
|
|
|
|
|
|
Re-election of John C. Maney
|
|
ü
|
|
|
|
N/A
|
|
*
|
“Independent Trustees” or “Independent Nominees” are those Trustees or nominees who are not “interested persons,” as defined in the
Investment Company Act of 1940, as amended (the “1940 Act”), of each Fund.
|
|
†
|
Mr. Maney is an “interested person” of each Fund, as defined in Section 2(a)(19) of the 1940 Act, due to his position as Chief Executive Officer of
the Manager, among other positions with the Manager and various affiliated entities.
|
You may vote by mail by
returning a properly executed proxy card, by Internet, by going to the website listed on the proxy card, by telephone using the toll-free number listed on the proxy card, or in person by attending the Meeting. Shares represented by duly executed and
timely delivered proxies will be voted as instructed on the proxy. If you execute and mail the enclosed proxy and no choice is indicated for the election of Trustees listed in the attached Notice, your proxy will be voted in favor of the election of
all nominees. At any time before it has been voted, your proxy may be revoked in one of the following ways: (i) by delivering a signed, written letter of revocation to the Secretary of the appropriate Fund at 1633 Broadway, New York, New York
10019, (ii) by properly executing and submitting a later-dated proxy vote, or (iii) by attending the Meeting and voting in person. Please call 1-800-254-5197 for information on how to obtain directions to be able to attend the Meeting and
vote in person. If
3
any proposal, other than the Proposals set forth herein, properly comes before the Meeting, including any adjournment or postponement thereof, the persons named as proxies will vote in their sole
discretion.
The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. AGIFM
serves as the investment manager of each Fund and retains its affiliates, Pacific Investment Management Company LLC (“PIMCO”), to serve as the sub-adviser to PHK and Allianz Global Investors Capital LLC (“AGIC”, together with
PIMCO, the “Sub-Advisers”), to serve as the sub-adviser to NGZ. Additional information regarding the Manager and the Sub-Advisers may be found under “Additional Information — Investment Manager and Sub-Advisers” below.
The solicitation will be primarily by mail and the cost of soliciting proxies for a Fund will be borne individually by each
Fund. Certain officers of the Funds and certain officers and employees of the Manager or its affiliates (none of whom will receive additional compensation therefore) may solicit proxies by telephone, mail, e-mail and personal interviews. Any
out-of-pocket expenses incurred in connection with the solicitation will be borne by each Fund based on its relative net assets.
Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more Shareholders share that address. Additional copies of the Proxy
Statement will be delivered promptly upon request. Requests may be sent to the Secretary of the Fund c/o Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New York 10019, or by calling 1-800-254-5197 on any business
day.
As of the Record Date, the Trustees and nominees and the officers of each Fund as a group and individually beneficially
owned less than one percent (1%) of each Fund’s outstanding Shares and, to the knowledge of the Fund, the following entities beneficially owned more than five percent (5%) of a class of a Fund:
|
|
|
|
|
|
|
|
|
Beneficial Owner
|
|
Fund
|
|
|
Percentage of Ownership of Class
|
|
Citigroup Inc.
399 Park Avenue,
New York, New York 10043;
|
|
|
PHK
|
|
|
60.00% of Preferred Shares
|
|
Citigroup Global Markets Inc.;
Citigroup Financial Products Inc. and
Citigroup Global Markets
Holdings Inc.
388 Greenwich Street,
New York, New York 10013
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
Beneficial Owner
|
|
Fund
|
|
|
Percentage of Ownership of Class
|
|
UBS AG,
Bahnhofstrasse 45, PO Box CH-8021,
Zurich, Switzerland
|
|
|
PHK
|
|
|
14.02% of Preferred Shares
|
|
Advisors Asset Management, Inc.,
18925 Base Camp Road,
Monument, Colorado 80132
|
|
|
NGZ
|
|
|
15.24% of Common Shares
|
|
First Trust Portfolios L.P.,
First Trust Advisors L.P. and
The Charger Corporation
120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187
|
|
|
NGZ
|
|
|
21.20% of Common Shares
|
PROPOSAL: ELECTION OF TRUSTEES
In accordance with each Fund’s Amended and Restated Declaration of Trust (each a “Declaration”), the Trustees have been
divided into the following three classes (each a “Class”): Class I, Class II and Class III. The Nominating Committee has recommended Ms. DeCotis and Mr. Maney for re-election as Trustees by the Shareholders of each
Fund.
PHK.
With respect to PHK, the term of office of the Class III Trustees will expire at the Meeting; the term
of office of the Class I Trustees will expire at the 2012-2013 annual meeting of shareholders; and the term of the Class II Trustees will expire at the 2013-2014 annual meeting of shareholders. Currently, Deborah A. DeCotis and John C. Maney
are Class III Trustees. The Nominating Committee has recommended to the Board that Ms. DeCotis and Mr. Maney be nominated for re-election by the Common and Preferred Shareholders, voting as a single class, as Class III Trustees at the
Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and
Mr. Maney will serve a term consistent with the Class III Trustees, which will expire at the Fund’s 2014-2015 annual meeting.
NGZ.
With respect to NGZ, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the 2012-2013 annual
meeting of shareholders; and the term of the Class I Trustees will expire at the 2013-2014 annual meeting of shareholders. Currently, Deborah A. DeCotis and John C. Maney are Class II Trustees. The Nominating Committee has recommended to the Board
that Ms. DeCotis and Mr. Maney be nominated for re-election by the Shareholders as Class II Trustees at the
5
Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for a term consistent with the Class of Trustees to which they have been designated. Therefore,
if re-elected at the Meeting, Ms. DeCotis and Mr. Maney will serve a term consistent with the Class II Trustees, which will expire at the Fund’s 2014-2015 annual meeting.
All members of each Board of PHK and NGZ are and will remain, if elected, “Continuing Trustees,” as such term is defined in the
Declarations of those Funds, having either served as Trustee since the inception of the Funds or having been nominated by at least a majority of the Continuing Trustees then members of the Boards.
At any annual meeting of shareholders, any Trustee elected to fill a vacancy that has arisen since the preceding annual meeting of
shareholders (whether or not such vacancy has been filled by election of a new Trustee by the Board) shall hold office for a term that coincides with the remaining term of the Class of Trustees to which such office was previously assigned, if such
vacancy arose other than by an increase in the number of Trustees, and until his or her successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such
vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned and until his or her successor shall be elected and shall qualify.
The following table summarizes the nominees who will stand for election at the Meeting, the respective Classes of Trustees to which they
have been designated and the expiration of their respective terms if elected:
|
|
|
|
|
|
|
Trustee/Nominee
|
|
Class
|
|
Expiration of Term if Elected*
|
|
PHK
|
|
|
|
|
|
Deborah A. DeCotis
|
|
Class III
|
|
Annual Meeting for the 2014-2015 fiscal year
|
|
John C. Maney**
|
|
Class III
|
|
Annual Meeting for the 2014-2015 fiscal year
|
|
NGZ
|
|
|
|
|
|
Deborah A. DeCotis
|
|
Class II
|
|
Annual Meeting for the 2014-2015 fiscal year
|
|
John C. Maney**
|
|
Class II
|
|
Annual Meeting for the 2014-2015 fiscal year
|
|
*
|
A Trustee elected at an annual meeting shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
|
|
**
|
Mr. Maney is an Interested Trustee/Nominee.
|
6
Under this classified Board structure, generally only those Trustees in a single Class may
be replaced in any one year, and it would require a minimum of two years to change a majority of the Board under normal circumstances. This structure, which may be regarded as an “anti-takeover” provision, may make it more difficult for a
Fund’s Shareholders to change the majority of Trustees of the Fund and, thus, promotes the continuity of management.
Unless authority is withheld, it is the intention of the persons named in the enclosed proxy for a Fund to vote each proxy for the
persons listed above for that Fund. Each of the nominees has indicated he or she will serve if elected, but if he or she should be unable to serve for a Fund, the proxy holders may vote in favor of such substitute nominee as the Board may designate
(or, alternatively, the Board may determine to leave a vacancy).
Trustees and Officers
The business of each Fund is managed under the direction of the Fund’s Board of Trustees. Subject to the provisions of each
Fund’s Declaration, its By-Laws and applicable state law, the Trustees have all powers necessary and convenient to carry out this responsibility, including the election and removal of the Fund’s officers.
Board Leadership Structure
— If the nominees are elected as proposed, the Board of Trustees of each Fund will
consist of seven Trustees, six of whom are not “interested persons” (within the meaning of Section 2(a)(19) of the 1940 Act) of the Fund or of the Manager (the “Independent Trustees”). An Independent Trustee serves as
Chairman and is selected by a vote of the majority of the Independent Trustees. The Chairman presides at meetings of the Board and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings, and
performs such other functions as may be requested by the Board from time to time.
The Board of Trustees meets regularly four
times each year to discuss and consider matters concerning the Funds, and also holds special meetings to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of management and are advised by
independent legal counsel. Regular meetings generally take place in-person; other meetings may take place in-person or by telephone.
The Board of Trustees has established four standing Committees to facilitate oversight of the management of the Funds: the Audit Oversight Committee, the Nominating Committee, the Valuation Committee and
the Compensation Committee. The functions and role of each Committee are
7
described below under “— Board Committees and Meetings.” The membership of each Committee consists of all of the Independent Trustees, which the Board believes allows them to
participate in the full range of the Board’s oversight duties.
The Board reviews its leadership structure periodically
and has determined that this leadership structure, including an Independent Chairman, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances
of each Fund. In reaching this conclusion, the Board considered, among other things, the predominant role of the Manager and Sub-Advisers in the day-to-day management of Fund affairs, the extent to which the work of the Board is conducted through
the Committees, the number of portfolios that comprise the Fund Complex (defined below), the variety of asset classes those portfolios include, the net assets of each Fund and the Fund Complex and the management and other service
arrangements of each Fund and the Fund Complex. The Board also believes that its structure, including the presence of one Trustee who is an executive with various Manager-affiliated entities, facilitates an efficient flow of information
concerning the management of each Fund to the Independent Trustees.
Risk Oversight
— Each of the Funds has
retained the Manager and the applicable Sub-Adviser to provide investment advisory services, and, in the case of the Manager, to oversee the Fund’s business affairs and administrative matters, and these service providers are principally
responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager serve as the Funds’ officers, including the Funds’ principal executive officer and principal financial and
accounting officer. The Board oversees the performance of these functions by the Manager and Sub-Advisers, both directly and through the Committee structure it has established. The Board receives from the Manager and Sub-Advisers a wide range of
reports, both on a regular and as-needed basis, relating to the Funds’ activities and to the actual and potential risks of the Funds. These include reports on investment risks, compliance with applicable laws, and the Funds’ financial
accounting and reporting. In addition, the Board meets periodically with the individual portfolio managers of the Funds to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks.
In addition, the Board has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of
compliance policies and procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to the
8
Independent Trustees, and provides presentations to the Board at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board periodically discusses
relevant risks affecting the Funds with the CCO at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the
appointment and compensation of the CCO.
Information Regarding Trustees and Nominees.
The following table provides information concerning the Trustees/Nominees of the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address*,
Year of Birth
and Class
|
|
Position(s)
Held
with
the
Funds
|
|
Term of
Office and
Length of
Time
Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
Independent Trustees/Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah A.
DeCotis
1952
PHK —
Class III
NGZ —
Class II
|
|
Nominee,
Trustee
Nominee,
Trustee
|
|
PHK —
Since
March
2011
NGZ —
Since
March
2011
|
|
Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Co-Chair Special Projects Committee, Memorial Sloan Kettering (since 2005); Board Member and Member of the Investment
and Finance Committees, Henry Street Settlement (since 2007); Trustee, Stanford University (since 2010). Formerly, Director, Helena Rubenstein Foundation (1997-2012); Advisory Council, Stanford Business School (2002-2008); and Director, Armor
Holdings, a manufacturing company (2002-2007). Trustee of the funds in the Allianz/PIMCO Fund Complex since 2011.
|
|
59
|
|
None
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address*,
Year of Birth
and Class
|
|
Position(s)
Held
with
the
Funds
|
|
Term of
Office and
Length of
Time
Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
Bradford K.
Gallagher
1944
PHK —
Class II
NGZ —
Class III
|
|
Trustee
Trustee
|
|
PHK —
Since
December
2010
NGZ —
Since
December
2010
|
|
Partner, New Technology Ventures Capital Management LLC, a venture capital fund (since 2011); Chairman and Trustee, Atlantic Maritime Heritage Foundation (since 2007); Trustee, The
Common Fund (since 2005); Founder, Spyglass Investments LLC, a private investment vehicle (since 2001); and Founder, President and CEO, Cypress Holding Company and Cypress Tree Investment Management Company (since 1995). Trustee of the funds in the
Allianz/PIMCO Fund Complex since 2010.
|
|
59
|
|
Formerly,
Chairman
and
Trustee of
Grail
Advisors
ETF Trust
(2009-
2010) and
Trustee
of
Nicholas-
Applegate
Institutional
Funds
(2007-
2010)
|
|
|
|
|
|
|
|
|
James A.
Jacobson
1945
PHK —
Class II
NGZ —
Class III
|
|
Trustee
Trustee
|
|
PHK —
Since
December
2009
NGZ —
Since
December
2009
|
|
Retired. Formerly, Vice Chairman and Managing Director of Spear, Leeds & Kellogg Specialists, LLC, a specialist firm on the New York Stock Exchange. Trustee of the funds in the
Allianz/PIMCO Fund Complex since 2009.
|
|
59
|
|
Trustee,
Alpine
Mutual
Funds
Complex
consisting
of 17 funds
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address*,
Year of Birth
and Class
|
|
Position(s)
Held
with
the
Funds
|
|
Term of
Office and
Length of
Time
Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
Hans W.
Kertess
1939
PHK —
Class I
NGZ —
Class I
|
|
Trustee
and
Chairman
of the
Board
Trustee
Trustee
|
|
PHK —
Since
June 2003
NGZ —
Since
September
2007
|
|
President, H. Kertess & Co., a financial advisory company. Formerly, Managing Director, Royal Bank of Canada Capital Markets. Trustee of the funds in the Allianz/PIMCO Fund
Complex since 2000.
|
|
59
|
|
None
|
|
|
|
|
|
|
|
|
William B.
Ogden, IV
1945
PHK —
Class I
NGZ —
Class I
|
|
Trustee
Trustee
|
|
PHK —
Since
September
2006
NGZ —
Since
March
2008
|
|
Asset Management Industry Consultant. Formerly, Managing Director, Investment Banking Division of Citigroup Global Markets Inc. Trustee of the funds in the Allianz/PIMCO Fund
Complex since 2006.
|
|
59
|
|
None
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address*,
Year of Birth
and Class
|
|
Position(s)
Held
with
the
Funds
|
|
Term of
Office and
Length of
Time
Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
Alan
Rappaport
1953
PHK —
Class I
NGZ —
Class I
|
|
Trustee
Trustee
|
|
PHK —
Since
June
2010
NGZ —
Since
June
2010
|
|
Advisory Director (since 2012), formerly Vice Chairman, Roundtable Investment Partners (since 2009); Chairman (formerly President), Private Bank of Bank of America; and Vice
Chairman, US Trust (2001-2008); Trustee, American Museum of Natural History (since 2005) and Trustee, NYU Langone Medical Center (since 2007). Trustee of the funds in the Allianz/PIMCO Fund Complex since 2010.
|
|
59
|
|
None
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address*,
Year of Birth
and Class
|
|
Position(s)
Held
with
the
Funds
|
|
Term of
Office and
Length of
Time
Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
Interested Trustee/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John C.
Maney**
1959
680 Newport Center Drive, Suite 250, Newport Beach, CA 92660
PHK —
Class III
NGZ —
Class II
|
|
Nominee,
Trustee
Nominee,
Trustee
|
|
PHK —
Since
December
2006
NGZ —
Since
September
2007
|
|
Management Board, Managing Director and Chief Executive Officer of Allianz Global Investors Fund Management LLC; Management Board and Managing Director of Allianz Asset Management
of America L.P. since January 2005 and also Chief Operating Officer of Allianz Asset Management of America L.P. since November 2006. Trustee of the funds in the Allianz/PIMCO Fund Complex since 2006.
|
|
78
|
|
None
|
|
*
|
Unless otherwise indicated, the business address of the persons listed above is c/o Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New
York 10019.
|
|
**
|
Mr. Maney is an “interested person” of each Fund, as defined in Section 2(a)(19) of the 1940 Act, due to his positions set forth in the table above,
among other positions with the Manager and various affiliated entities.
|
13
The following table states the dollar range of equity securities beneficially owned as of
the Record Date by each Trustee and nominee of each Fund and, on an aggregate basis, of any registered investment companies overseen by the Trustee or nominee in the “family of investment companies,” including the Funds.
|
|
|
|
|
|
|
Name of Trustee/Nominee
|
|
Dollar Range of Equity
Securities in the Funds*
|
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by
Trustee/Nominee in
the Family of
Investment Companies*
|
|
Independent Trustees/Nominees
|
|
|
|
Deborah A. DeCotis
|
|
None
|
|
Over $100,000
|
|
Bradford K. Gallagher
|
|
None
|
|
$50,001-$100,000
|
|
James A. Jacobson
|
|
None
|
|
Over $100,000
|
|
Hans W. Kertess
|
|
None
|
|
Over $100,000
|
|
William B. Ogden, IV
|
|
None
|
|
Over $100,000
|
|
Alan Rappaport
|
|
None
|
|
Over $100,000
|
|
Interested Trustee/Nominee
|
|
John C. Maney
|
|
None
|
|
Over $100,000
|
|
*
|
Securities are valued as of October 19, 2012.
|
To the knowledge of the Funds, as of the Record Date, Trustees and nominees who are Independent Trustees or Independent Nominees and their immediate family members did not own securities of an investment
adviser or principal underwriter of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.
Compensation.
Each of the Independent Trustees also serves as a trustee of PIMCO
Municipal Income Fund, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO Municipal
Income Fund III, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund III, PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Income Opportunity Fund,
PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, AGIC Convertible & Income Fund, AGIC Convertible & Income Fund II, NFJ Dividend, Interest & Premium Strategy Fund, AGIC International & Premium
Strategy Fund, PIMCO Global StocksPLUS
®
& Income Fund, AGIC Equity & Convertible Income Fund, PCM
Fund, Inc., PIMCO Strategic Global Government Fund, Inc., and PIMCO
14
Dynamic Income Fund, each a closed-end fund for which the Manager serves as investment manager and affiliates of the Manager serve as sub-advisers (together, the “Allianz Closed-End
Funds”); and Allianz Global Investors Managed Accounts Trust, Allianz Funds Multi-Strategy Trust and Premier Multi-Series VIT (together with the Allianz Closed-End Funds, the “Allianz Managed Funds”). As indicated below, certain of
the officers of the Funds are affiliated with the Manager.
Each of the Allianz Managed Funds is expected to hold joint
meetings of their Boards of Trustees whenever possible. Each Trustee, other than any Trustee who is a director, officer, partner or employee of the Manager, AGIC, PIMCO or any entity controlling, controlled by or under common control with the
Manager, AGIC or PIMCO, receives annual compensation of $250,000, which is payable quarterly. The Independent Chairman of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight Committee Chairman receives an
additional $50,000 per year, payable quarterly. Trustees will also be reimbursed for meeting-related expenses.
Each
Trustee’s compensation and other costs of joint meetings will be allocated pro rata among the Allianz Managed Funds for which such Trustee serves as Trustee based on the complexity of issues relating to each such Fund and relative time spent by
the Trustees in addressing them, and secondarily, on each such Fund’s relative net assets (including assets attributable to any outstanding preferred shares issued by an Allianz Closed-End Fund).
Trustees do not currently receive any pension or retirement benefits from the Funds or the Fund Complex.
The following table provides information concerning the compensation paid to the Trustees and nominees for the fiscal years ended
March 31, 2012 for PHK and August 31, 2012 for NGZ. For the calendar year ended December 31, 2011, the Trustees received the compensation set forth in the table below for serving as Trustees of the Funds and other funds in the same
“Fund Complex” as the Funds. Each officer and each Trustee who is a director, officer, partner, member or employee of the Manager or the Sub-Advisers, or of any entity controlling, controlled by or under common control with the
Manager or the Sub-Advisers, including any Interested Trustee, serves without any compensation from the Funds.
15
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee/
Nominees
|
|
Aggregate
Compensation
from PHK
for the
Fiscal Year
Ended
March 31, 2012
|
|
|
Aggregate
Compensation
from NGZ
for the
Fiscal Year
Ended
August 31, 2012
|
|
|
Total Compensation
from the Funds
and
Fund Complex Paid
to Trustees /Nominees
for the Calendar
Year Ended
December 31, 2011*
|
|
|
Independent Trustees/Nominees
|
|
|
Paul Belica(1)
|
|
$
|
13,073
|
|
|
$
|
729
|
|
|
$
|
250,000
|
|
|
Bradford K. Gallagher
|
|
$
|
16,832
|
|
|
$
|
1,363
|
|
|
$
|
250,000
|
|
|
James A. Jacobson
|
|
$
|
20,198
|
|
|
$
|
1,636
|
|
|
$
|
300,000
|
|
|
Hans W. Kertess
|
|
$
|
21,881
|
|
|
$
|
1,772
|
|
|
$
|
325,000
|
|
|
William B. Ogden, IV
|
|
$
|
16,832
|
|
|
$
|
1,363
|
|
|
$
|
250,000
|
|
|
Alan Rappaport
|
|
$
|
16,832
|
|
|
$
|
1,362
|
|
|
$
|
250,000
|
|
|
Deborah A. DeCotis(2)
|
|
$
|
16832
|
|
|
$
|
1,363
|
|
|
$
|
204,861
|
|
|
Interested Trustee/Nominee
|
|
|
John C. Maney
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
*
|
In addition to the AGIFM Closed-End Funds, during each Fund’s most recently completed fiscal year, all of the Trustees served as Trustees of three open-end
investment companies (each consisting of separate investment portfolios) advised by the Manager. These investment companies are considered to be in the same “Fund Complex” as the Funds.
|
|
(1)
|
Paul Belica retired as a Trustee of each Fund effective December 31, 2011.
|
|
(2)
|
Deborah A. DeCotis was appointed as a Trustee to each Fund effective March 7, 2011.
|
The Funds have no employees. The Funds’ officers and Mr. Maney are compensated by the Manager, the Sub-Advisers or one of their
affiliates.
Trustee Qualifications
— The Board has determined that each Trustee should continue to serve as
such based on several factors (none of which alone is decisive). With the exception of Messrs. Gallagher and Rappaport and Ms. DeCotis, who became Board members in December 2010, June 2010 and March 2011, respectively, each Trustee
has served in such role for several years and is knowledgeable about the Funds’ business and service provider arrangements, and has also served for several years as trustee to a number of other investment companies advised by the Manager and
its affiliates. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the
individual’s ability to work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other
16
investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of
relevant skills and experience on the Board.
In respect of each current Trustee, the individual’s substantial
professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds, were a significant factor in the determination that the individual should serve as a Trustee of the Funds. The following
is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience during the past five years set forth in the table above) that contributed to the Board’s conclusion that an individual should
serve on the Board:
Deborah A. DeCotis
— Ms. DeCotis has substantial senior executive experience in the
investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and experience in oversight of investment management functions through her experience as a former Director of the Helena
Rubenstein Foundation, Stanford Graduate School of Business and Armor Holdings.
Bradford K. Gallagher
—
Mr. Gallagher has substantial executive and board experience in the financial services and investment management industries. He has served as director to several other investment companies. Having served on the Operating Committee of Fidelity
Investments and as a Managing Director and President of Fidelity Investments Institutional Services Company, he provides the Funds with significant asset management industry expertise. He also brings significant securities industry experience,
having served as a developer and founder of several enterprises and private investment vehicles.
James A.
Jacobson
— Mr. Jacobson has substantial executive and board experience in the financial services industry. He served for more than 15 years as a senior executive at a New York Stock Exchange (the “NYSE”) specialist
firm. He has also served on the NYSE Board of Directors, including terms as Vice Chair. As such, he provides significant expertise on matters relating to portfolio brokerage and trade execution. He also provides the Funds with significant financial
expertise, serves as the Audit Oversight Committee’s Chair and has been determined by the Board to be an “audit committee financial expert.” He has expertise in investment company matters through his service as a trustee of another
fund family.
Hans W. Kertess
— Mr. Kertess has substantial executive experience in the investment
management industry. He is the president of a financial advisory
17
company, H. Kertess & Co., and formerly served as a Managing Director of Royal Bank of Canada Capital Markets. He has significant expertise in the investment banking industry.
John C. Maney
— Mr. Maney has substantial executive and board experience in the investment management
industry. He has served in a variety of senior-level positions with investment advisory firms affiliated with the Manager. Because of his familiarity with the Manager and affiliated entities, he serves as an important information resource for the
Independent Trustees and as a facilitator of communication with the Manager.
William B. Ogden, IV
—
Mr. Ogden has substantial senior executive experience in the investment banking industry. He served as Managing Director at Citigroup, where he established and led the firm’s efforts to raise capital for, and provide mergers and
acquisition advisory services to, asset managers and investment advisers. He also has significant expertise with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.
Alan Rappaport
— Mr. Rappaport has substantial senior executive experience in the banking industry. He formerly
served as Chairman and President of the Private Bank of Bank of America and as Vice Chairman of U.S. Trust. He is currently the Vice Chairman of a private investment firm.
Board Committees and Meetings.
Audit Oversight Committee.
The
Board of each Fund has established an Audit Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each Fund’s Audit Oversight Committee currently
consists of Messrs. Gallagher, Jacobson, Kertess, Ogden, Rappaport and Ms. DeCotis, each of whom is an Independent Trustee. Mr. Jacobson is the Chairman of each Fund’s Audit Oversight Committee. Each Fund’s Audit Oversight
Committee provides oversight with respect to the internal and external accounting and auditing procedures of each Fund and, among other things, determines the selection of the independent registered public accounting firm for each Fund and considers
the scope of the audit, approves all audit and permitted non-audit services proposed to be performed by those auditors on behalf of each Fund, and approves services to be performed by the auditors for certain affiliates, including the Manager, the
Sub-Advisers and entities in a control relationship with the Manager or the Sub-Advisers that provide services to each Fund where the engagement relates directly to the operations and financial reporting of the Fund. The Committee considers the
possible effect of those services on the independence of the Funds’ independent registered public accounting firm.
18
Each member of each Fund’s Audit Oversight Committee is “independent,” as
independence for audit committee members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.
The Board of each Fund has adopted a written charter for its Audit Oversight Committee. A copy of the written charter for each Fund, as amended through June 14, 2011 is attached to this Proxy
Statement as
Exhibit A
. A report of the Audit Oversight Committee of PHK, dated May 22, 2012, is attached to this Proxy Statement as
Exhibit B-1
. A report of the Audit Oversight Committee of NGZ, dated October 23,
2012, is attached to this Proxy Statement as
Exhibit B-2.
Nominating Committee.
The Board of each
Fund has a Nominating Committee composed solely of Independent Trustees, currently consisting of Messrs. Gallagher, Jacobson, Kertess, Ogden, Rappaport and Ms. DeCotis. The Nominating Committee is responsible for reviewing and recommending
qualified candidates to the Board in the event that a position is vacated or created or when Trustees are to be nominated for election by shareholders. The Nominating Committee of each Fund has adopted a charter, which is posted on the following
website:
http://www.allianzinvestors.com/closedendfunds
.
Each member of each Fund’s Nominating Committee is
“independent,” as independence for nominating committee members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.
Qualifications, Evaluation and Identification of Trustee/Nominees.
The Nominating Committee of each Fund requires that
Trustee candidates have a college degree or equivalent business experience. When evaluating candidates, each Fund’s Nominating Committee may take into account a wide variety of factors including, but not limited to: (i) availability and
commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) an assessment of the
candidate’s ability, judgment and expertise and (vi) overall Board composition. The process of identifying nominees involves the consideration of candidates recommended by one or more of the following sources: (i) the Fund’s
current Trustees, (ii) the Fund’s officers, (iii) the Fund’s Shareholders and (iv) any other source the Committee deems to be appropriate. The Nominating Committee of each Fund may, but is not required to, retain a third
party search firm at the Fund’s expense to identify potential candidates.
19
Consideration of Candidates Recommended by Shareholders.
The Nominating
Committee of each Fund will review and consider nominees recommended by Shareholders to serve as Trustees, provided that the recommending Shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the Allianz Global
Investors Fund Management Sponsored Closed-End Funds,” which are set forth as Appendix B to the Funds’ Nominating Committee Charter. Among other requirements, these procedures provide that the recommending Shareholder must submit
any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund and that such submission must be received at such offices not less than 45 days nor more
than 75 days prior to the date of the Board or shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding the candidate and the recommending Shareholder, and
must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary. Please refer to Appendix B to the Nominating Committee
Charter for each Fund, which is available at
http://www.allianzinvestors.com/closedendfunds
, for details.
The
Nominating Committee has full discretion to reject nominees recommended by Shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of each Fund.
Diversity.
The Nominating Committee takes diversity of a particular nominee and overall diversity of the Board
into account when considering and evaluating nominees for Trustee. While the Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the
manner in which each nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (
e.g.
, investment management, distribution, accounting, trading, compliance, legal), general
leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
Valuation Committee.
The Board of each Fund has a Valuation Committee currently consisting of Messrs. Gallagher, Jacobson, Kertess, Ogden, Rappaport and Ms. DeCotis. The Board of
each Fund has delegated to the Committee the responsibility to determine or cause to be determined the fair value of each Fund’s portfolio securities and other assets when market quotations are not readily available. The Valuation Committee
reviews and approves procedures for the fair valuation of each Fund’s portfolio securities and periodically reviews
20
information from the Manager and the Sub-Advisers regarding fair value and liquidity determinations made pursuant to Board-approved procedures, and makes related recommendations to the full Board
and assists the full Board in resolving particular fair valuation and other valuation matters.
Compensation
Committee.
The Board of each Fund has a Compensation Committee currently consisting of Messrs. Gallagher, Jacobson, Kertess, Ogden, Rappaport and Ms. DeCotis. The Compensation Committee meets as the Board deems necessary to review
and make recommendations regarding compensation payable to the Trustees of the Fund who are not directors, officers, partners or employees of the Manager, the Sub-Advisers or any entity controlling, controlled by or under common control with the
Manager or the Sub-Advisers.
Meetings.
With respect to PHK, during the fiscal year ended March 31, 2012, the
Board of Trustees held three regular meetings and three special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session once, the Valuation Committee met in separate session three
times and the Compensation Committee met in separate session once. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for PHK that were
held during the fiscal year ended March 31, 2012.
With respect to NGZ, during the fiscal year ended August 31,
2012, the Board of Trustees held four regular meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session once, the Valuation Committee met in separate session four times and the
Compensation Committee met in separate session once. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NGZ that were held during
the fiscal year ended August 31, 2012.
The Trustees do not attend the annual shareholder meetings.
Shareholder Communications with the Board of Trustees.
The Board of Trustees of each Fund has adopted procedures by which
Fund Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board of Trustees, [name of Fund], c/o Thomas J. Fuccillo, Chief Legal Officer (“CLO”),
Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New York 10019. Shareholder communications must (i) be in writing and be signed by the Shareholder and (ii) identify the class and number of Shares held by the
Shareholder. The CLO of each Fund or his designee is responsible for reviewing
21
properly submitted shareholder communications. The CLO shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board
meeting or (ii) if the CLO determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The CLO may, in good faith, determine that a shareholder communication should not
be provided to the Board because it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund or is otherwise
routine or ministerial in nature. These procedures do not apply to (i) any communication from an officer or Trustee of a Fund, (ii) any communication from an employee or agent of a Fund, unless such communication is made solely in such
employee’s or agent’s capacity as a shareholder, or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection with such a proposal. A Fund’s Trustees are
not required to attend the Fund’s annual shareholder meetings or to otherwise make themselves available to shareholders for communications, other than by the aforementioned procedures.
Section 16(a) Beneficial Ownership Reporting Compliance.
Each Fund’s Trustees and certain officers, investment
advisers, certain affiliated persons of the investment advisers and persons who own more than 10% of any class of outstanding securities of a Fund (
i.e
., a Fund’s Common Shares or Preferred Shares) are required to file forms reporting
their affiliation with the Fund and reports of ownership and changes in ownership of the Fund’s securities with the Securities and Exchange Commission (the “SEC”) and NYSE. These persons and entities are required by SEC regulation to
furnish the Fund with copies of all such forms they file. Based solely on a review of these forms furnished to each Fund, each Fund believes that each of the Trustees and relevant officers, investment advisers and relevant affiliated persons of the
investment advisers and the persons who beneficially own more than 10% of any class of outstanding securities of such Fund has complied with all applicable filing requirements during each Fund’s respective fiscal years.
Required Vote.
The re-election of Ms. DeCotis and Mr. Maney to the Board of Trustees of PHK will require the
affirmative vote of a plurality of the votes of the Common and Preferred Shareholders (voting as a single class) of PHK cast in the election of Trustees at the Meeting, in person or by proxy. The re-election of Ms. DeCotis and Mr. Maney to
the Board of Trustees of NGZ will require the affirmative vote of a plurality of the votes of the Shareholders of NGZ cast in the election of Trustees at the Meeting, in person or by proxy.
22
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL.
ADDITIONAL INFORMATION
Executive and Other Officers of the Funds.
The table below provides certain information concerning the executive officers of the Funds and certain other officers who perform similar duties.
Officers of PHK and NGZ hold office at the pleasure of the Board and until their successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified. Officers and
employees of the Funds who are principals, officers, members or employees of the Manager or the Sub-Advisers are not compensated by the Funds.
|
|
|
|
|
|
|
|
|
Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Brian S. Shlissel
1964
|
|
President & Chief
Executive Officer
|
|
PHK — Since inception
(April 2003)
NGZ — Since inception
(September 2007)
|
|
Management Board, Managing Director and Head of Mutual Fund Services of Allianz Global Investors Fund Management LLC; President and Chief Executive Officer of 29 funds in the Fund
Complex; President of 49 funds in the Fund Complex; and Treasurer, Principal Financial and Accounting Officer of The Korea Fund, Inc. Formerly, Treasurer, Principal Financial and Accounting Officer of 50 funds in the Fund
Complex.
|
23
|
|
|
|
|
|
|
|
|
Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Lawrence G. Altadonna
1966
|
|
Treasurer,
Principal
Financial and
Accounting
Officer
|
|
PHK — Since inception
(April 2003)
NGZ — Since inception
(September 2007)
|
|
Senior Vice President, Director of Fund Administration of Allianz Global Investors Fund Management LLC; Treasurer, Principal Financial and Accounting Officer of 78 funds in the Fund
Complex; and Assistant Treasurer of The Korea Fund, Inc. Formerly, Assistant Treasurer of 50 funds in the Fund Complex.
|
|
|
|
|
|
|
Thomas J. Fuccillo
1968
|
|
Vice President,
Secretary and
Chief Legal
Officer
|
|
PHK — Since
December
2004
NGZ — Since inception
(September 2007)
|
|
Executive Vice President, Chief Legal Officer and Secretary of Allianz Global Investors Fund Management LLC; Executive Vice President, Chief Regulatory Counsel and Head of U.S.
Compliance of Allianz Global Investors U.S. LLC; Vice President, Secretary and Chief Legal Officer of 78 funds in the Fund Complex; and Secretary and Chief Legal Officer of The Korea Fund,
Inc.
|
24
|
|
|
|
|
|
|
|
|
Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Youse E. Guia
680 Newport
Center Drive
Suite 250
Newport
Beach, CA 92660
1972
|
|
Chief Compliance
Officer
|
|
PHK — Since
October
2004
NGZ — Since inception
(September 2007)
|
|
Senior Vice President, Chief Compliance Officer and Deputy Chief of U.S. Compliance, Allianz Global Investors U.S. LLC; Chief Compliance Officer of 78 funds in the Fund Complex and
of The Korea Fund, Inc.
|
|
|
|
|
|
|
Lagan Srivastava
1977
|
|
Assistant
Secretary
|
|
PHK — Since December 2006
NGZ — Since inception
(September
2007)
|
|
Vice President of Allianz Global Investors U.S. LLC; Assistant Secretary of 78 funds in the Fund Complex and of The Korea Fund, Inc.
|
|
|
|
|
|
|
Scott Whisten
1971
|
|
Assistant
Treasurer
|
|
PHK — Since January 2007
NGZ — Since inception
(September
2007)
|
|
Senior Vice President, Allianz Global Investors Fund Management LLC; and Assistant Treasurer of 78 funds in the Fund Complex.
|
|
|
|
|
|
|
Richard J. Cochran
1961
|
|
Assistant
Treasurer
|
|
Since May 2008
|
|
Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 78 funds in the Fund Complex and of The Korea Fund, Inc. Formerly, Tax Manager, Teachers
Insurance Annuity Association/College Retirement Equity Fund (TIAA-CREF) (2002-2008).
|
25
|
|
|
|
|
|
|
|
|
Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Orhan Dzemaili
1974
|
|
Assistant
Treasurer
|
|
Since January 2011
|
|
Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 78 funds in the Fund Complex. Formerly, Accounting Manager, Prudential Investments LLC
(2004-2007).
|
|
*
|
Unless otherwise noted, the address of the Funds’ officers is Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New York 10019.
|
Each of the Fund’s executive officers is an “interested person” of each Fund (as defined in
Section 2(a)(19) of the 1940 Act) as a result of his or her position(s) set forth in the table above.
Investment
Manager and Sub-Advisers.
The Manager, located at 1633 Broadway, New York, New York 10019, serves as the investment manager of the Funds and is responsible for managing the Funds’ business affairs and other administrative matters. The
Manager retains its affiliate PIMCO as Sub-Adviser to PHK and its affiliate AGIC as Sub-Adviser to NGZ. PIMCO is located at 840 Newport Center Drive, Newport Beach, CA 92660. AGIC’s principal place of business is located at 600 West
Broadway, 30th Floor, San Diego, California 92101. AGIC also has an office at 1633 Broadway, New York, New York 10019. The Manager and the Sub-Advisers are each majority-owned indirect subsidiaries of Allianz SE, a publicly traded European
insurance and financial services company.
Independent Registered Public Accounting Firm.
The Audit Oversight
Committee of each Fund’s Board unanimously selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the fiscal years ending March 31, 2013 for PHK and August 31, 2013 for NGZ. PwC
served as the independent registered public accounting firm of each Fund for the last fiscal year and also serves as the independent registered public accounting firm of various other investment companies for which the Manager and the Sub-Advisers
serve as investment adviser or sub-advisers. PwC is located at 300 Madison Avenue, New York, New York 10017. None of the Funds knows of any direct financial or material indirect financial interest of PwC in the Funds.
26
A representative of PwC, if requested by any Shareholder, will be present at the Meeting via
telephone to respond to appropriate questions from Shareholders and will have an opportunity to make a statement if he or she chooses to do so.
Pre-approval Policies and Procedures.
Each Fund’s Audit Oversight Committee has adopted written policies relating to the pre-approval of audit and permitted non-audit services to be
performed by the Fund’s independent registered public accounting firm. Under the policies, on an annual basis, a Fund’s Audit Oversight Committee reviews and pre-approves proposed audit and permitted non-audit services to be performed by
the independent registered public accounting firm on behalf of the Fund. The President of each Fund also pre-approves any permitted non-audit services to be provided to the Fund.
In addition, each Fund’s Audit Oversight Committee pre-approves annually any permitted non-audit services (including audit-related
services) to be provided by the independent registered public accounting firm to the Manager, the Sub-Advisers and any entity controlling, controlled by, or under common control with the Manager that provides ongoing services to the Fund (together,
the “Accounting Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund. Although the Audit Oversight Committee does not pre-approve all services provided by the
independent registered public accounting firm to Accounting Affiliates (for instance, if the engagement does not relate directly to the operations and financial reporting of the Fund), the Committee receives an annual report from the independent
registered public accounting firm showing the aggregate fees paid by Accounting Affiliates for such services.
Each
Fund’s Audit Oversight Committee may also from time to time pre-approve individual non-audit services to be provided to the Fund or an Accounting Affiliate that were not pre-approved as part of the annual process described above. The Chairman
of each Fund’s Audit Oversight Committee (or any other member of the Committee to whom this responsibility has been delegated) may also pre-approve these individual non-audit services, provided that the fee for such services does not exceed
certain pre-determined dollar thresholds. Any such pre-approval by the Chairman (or by a delegate) is reported to the full Audit Oversight Committee at its next regularly scheduled meeting.
The pre-approval policies provide for waivers of the requirement that the Audit Oversight Committee pre-approve permitted non-audit
services provided to the Funds or their Accounting Affiliates pursuant to de minimis exceptions described in Section 10A of the Exchange Act and applicable regulations (referred to herein as the “de minimis exception”).
27
Audit Fees.
Audit Fees are fees related to the audit and review of the financial
statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. For each Fund’s last two fiscal years, the Audit Fees billed by
PwC are shown in the table below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Audit Fees
|
|
|
PHK
|
|
March 31, 2012
|
|
$
|
87,975
|
|
|
|
|
March 31, 2011
|
|
$
|
85,000
|
|
|
NGZ
|
|
August 31, 2012
|
|
$
|
60,000
|
|
|
|
|
August 31, 2011
|
|
$
|
56,925
|
|
Audit-Related Fees.
Audit-Related Fees are fees related to assurance and related services
that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” above, and that include accounting consultations, agreed-upon procedure reports (inclusive of annual review
of basic maintenance testing associated with the Preferred Shares), attestation reports and comfort letters. The table below shows, for each Fund’s last two fiscal years, the Audit-Related Fees billed by PwC to that Fund. During those fiscal
years, there were no Audit-Related Fees billed by PwC to the Funds’ Accounting Affiliates for audit-related services related directly to the operation and financial reporting of the Funds.
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Audit-Related Fees
|
|
|
PHK
|
|
March 31, 2012
|
|
$
|
16,000
|
|
|
|
|
March 31, 2011
|
|
$
|
16,000
|
|
|
NGZ
|
|
August 31, 2012
|
|
$
|
0
|
|
|
|
|
August 31, 2011
|
|
$
|
0
|
|
Tax Fees.
Tax Fees are fees associated with tax compliance, tax advice and tax planning,
including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. The table below shows, for each Fund’s last two
fiscal years, the aggregate Tax Fees billed by PwC to each Fund. During those fiscal years, there were no Tax Fees billed by PwC to the Funds’ Accounting Affiliates for audit-related services related directly to the operation and financial
reporting of the Funds:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Tax Fees
|
|
|
PHK
|
|
March 31, 2012
|
|
$
|
15,000
|
|
|
|
|
March 31, 2011
|
|
$
|
14,700
|
|
|
NGZ
|
|
August 31, 2012
|
|
$
|
15,530
|
|
|
|
|
August 31, 2011
|
|
$
|
15,000
|
|
28
All Other Fees.
All Other Fees are fees related to services other than those
reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” For each Fund’s last two fiscal years, no such fees were billed by PwC to the Fund or the Fund’s Accounting Affiliates.
During the periods indicated in the tables above, no services described under “Audit-Related Fees,” “Tax Fees” or
“All Other Fees” were approved pursuant to the de minimis exception.
Aggregate Non-Audit Fees.
The
aggregate non-audit fees billed by PwC, during each Fund’s last two fiscal years, for services rendered to each Fund and the Fund’s Accounting Affiliates are shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Aggregate
Non-Audit
Fees
for Fund
|
|
|
Non-Audit Fees
for
Accounting Affiliates
|
|
|
Aggregate
Non-Audit
Fees
|
|
|
PHK
|
|
March 31, 2012
|
|
$
|
31,000
|
|
|
$
|
6,333,606
|
|
|
$
|
6,364,606
|
|
|
|
|
March 31, 2011
|
|
$
|
30,700
|
|
|
$
|
4,896,869
|
|
|
$
|
4,927,569
|
|
|
NGZ
|
|
August 31, 2012
|
|
$
|
15,530
|
|
|
$
|
3,962,406
|
|
|
$
|
3,977,936
|
|
|
|
|
August 31, 2011
|
|
$
|
15,000
|
|
|
$
|
3,190,688
|
|
|
$
|
3,205,688
|
|
Each Fund’s Audit Oversight Committee has determined that the provision by PwC of non-audit services
to the Fund’s Accounting Affiliates that were not pre-approved by the Committee was compatible with maintaining the independence of PwC as the Fund’s principal auditors.
Other Business.
As of the date of this Proxy Statement, each Fund’s officers and the Manager know of no business to come
before the Meeting other than as set forth in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.
Quorum, Adjournments and Methods of Tabulation.
A quorum for each Fund at the Meeting will consist of the presence in person
or by proxy of thirty percent (30%) of the total Shares of each of Fund entitled to vote at the Meeting. In the event that a quorum is not present at the Meeting or, even if a quorum is present, in the event that sufficient votes in favor of
the proposal set forth in the Notice are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting after the date set for the original Meeting, with no other notice than
announcement at the Meeting, to permit further solicitation of proxies with respect to the Proposal. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on the Proposal, the persons named as proxies may
propose one or more adjournments of the Meeting with respect to the Proposal for a reasonable time. Any adjournments with respect to the Proposal will require the affirmative
29
vote of a plurality of the Shares of the relevant Fund entitled to vote thereon present in person or represented by proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal. They will vote against any such adjournment those proxies required to be voted against the Proposal. The costs of any additional
solicitation and of any adjourned session will be borne by the applicable Fund. Any proposals properly before the Meeting for which sufficient favorable votes have been received by the time of the Meeting will be acted upon and such action will be
final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by
the Fund’s Board, the Fund may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by PHK and NGZ as tellers (the
“Tellers/Inspectors”) for the Meeting. For purposes of determining the presence of a quorum for each Fund, the Tellers/Inspectors will include the total number of Shares present at the Meeting in person or by proxy, including Shares
represented by proxies that reflect abstentions and “broker non-votes” (
i.e.
, shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the
broker or nominee does not have the discretionary voting power on a particular matter). Abstentions and broker non-votes will have no effect on the outcome of any Proposal for the election of Trustees for a Fund.
Reports to Shareholders.
Below are the dates on or about which the 2012 Annual Reports to Shareholders of each Fund were or
are expected to be mailed:
|
|
|
|
|
Fund
|
|
Mail Date for 2012
Annual Report to Shareholders
|
|
PHK
|
|
May 29, 2012
|
|
NGZ
|
|
October 25, 2012
|
Additional copies of the Funds’ Annual Reports and Semi-Annual Reports may be obtained without
charge from the Funds by calling 1-800-254-5197 or by writing to the Funds at 1633 Broadway, New York, New York 10019.
Shareholder Proposals for 2013-2014 Annual Meeting.
It is currently anticipated that each Fund’s next annual meeting of
Shareholders after the Meeting addressed in this Proxy Statement will be held in December 2013.
30
Proposals of Shareholders intended to be presented at that annual meeting of the Fund must be received by the Fund no later than July 10, 2013 for inclusion in the Fund’s proxy
statement and proxy cards relating to that meeting. The submission by a Shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included. Shareholder proposals are subject to certain requirements under the
federal securities laws and must be submitted in accordance with the applicable Fund’s Bylaws. Shareholders submitting any other proposals for the Fund intended to be presented at the 2013-2014 annual meeting (
i.e
., other than those to
be included in the Fund’s proxy materials) must ensure that such proposals are received by the Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Fund’s Bylaws. Each Fund’s
Bylaws provide that any such proposal must be received in writing by each Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which each Fund first mailed its proxy materials for the prior
year’s shareholder meeting; provided that, if, in accordance with applicable law, the upcoming shareholder meeting is set for a date that is not within 30 days from the anniversary of each Fund’s prior shareholder meeting, such proposal
must be received by the later of the close of business on (i) the date 45 days prior to such upcoming shareholder meeting date or (ii) the 10th business day following the date such upcoming shareholder meeting date is first publicly
announced or disclosed. Assuming the next annual meeting is ultimately scheduled to be within 30 days of the anniversary of this year’s meeting, such proposals must be received no earlier than September 8, 2013 and no later than
September 23, 2013. If a Shareholder who wishes to present a proposal fails to notify the Fund within these dates, the proxies solicited for the meeting will have discretionary authority to vote on the Shareholder’s proposal if it is
properly brought before the meeting. If a Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules. Shareholder proposals should be
addressed to the attention of the Secretary of the applicable Fund, at the address of the principal executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston,
Massachusetts 02199-3600.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARDS PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT
AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
November 7, 2012
31
Exhibit A to Proxy Statement
Allianz Global Investors Fund Management Sponsored Closed-End Funds
Audit Oversight Committee Charter
(Adopted as of January 14, 2004, as amended through June 14, 2011)
The
Board of Trustees or Directors (each a “Board”) of each of the registered investment companies listed in
Appendix A
hereto (each a “Fund” and, collectively, the “Funds”), as the same may be periodically updated,
has adopted this Charter to govern the activities of the Audit Oversight Committee (the “Committee”) of the particular Board with respect to its oversight of the Fund. This Charter applies separately to each Fund and its particular Board
and Committee, and shall be interpreted accordingly. This Charter supersedes and replaces any audit committee charter previously adopted by the Board or a committee of the Board.
Statement of Purpose and Functions
The Committee’s general
purpose is to oversee the Fund’s accounting and financial reporting policies and practices and its internal controls, including by assisting with the Board’s oversight of the integrity of the Fund’s financial statements, the
Fund’s compliance with legal and regulatory requirements, the qualifications and independence of the Fund’s independent registered public accounting firm (“IA”), and the performance of the Fund’s internal control systems and
IA. The Committee’s purpose is also to prepare reports required by Securities and Exchange Commission rules to be included in the Fund’s annual proxy statements, if any.
The Committee’s function is oversight. While the Committee has the responsibilities set forth in this Charter, it is not the
responsibility of the Committee to plan or conduct audits, to prepare or determine that the Fund’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to assure compliance with
laws, regulations or any internal rules or policies of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Fund’s internal control systems, and the IA is responsible for conducting a proper
audit of the Fund’s financial statements. Members of the Committee are not employees of the Funds and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty
or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on (i) the integrity of those
A-1
persons and organizations within management and outside the Fund from which the Committee receives information and (ii) the accuracy of financial and other information provided to the
Committee by such persons or organizations absent actual knowledge to the contrary.
Membership
The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three (3) Trustees.
Each member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee at any time in its sole discretion. One or more members of the Committee may be designated by the Board as the Committee’s
chairman or co-chairman, as the case may be.
Each member of the Committee may not be an “interested person” of the
Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and must otherwise satisfy the standards for independence of an audit committee member of an investment company
issuer as set forth in Rule 10A-3(b) (taking into account any exceptions to those requirements set for in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock Exchange (the
“NYSE”). Each member of the Committee must be “financially literate” (or must become so within a reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have “accounting
or related financial management expertise,” in each case as the Board interprets such qualification in its business judgment under NYSE listing standards.
Responsibilities and Duties
The Committee’s policies and
procedures shall remain flexible to facilitate the Committee’s ability to react to changing conditions and to generally discharge its functions. The following describe areas of attention in broad terms. The Committee shall:
1. Determine the selection, retention or termination of the Fund’s IA based on an evaluation of their independence and the nature
and performance of the audit and any permitted non-audit services. Decisions by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratification in accordance with the requirements of
Section 32(a) of the Investment Company Act. The Fund’s IA must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the IA relating to financial reporting.
A-2
2. To consider the independence of the Fund’s IA at least annually, and in connection
therewith receive on a periodic basis formal written disclosures and letters from the IA as required by Rule 3526 of the Public Company Accounting Oversight Board.
3. To the extent required by applicable regulations, pre-approve (i) all audit and permitted non-audit services rendered by the IA to the Fund and (ii) all non-audit services rendered by the IA
to the Fund’s investment advisers (including sub-advisers) and to certain of the investment advisers’ affiliates. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
4. Review the fees charged by the IA to the Fund, the investment advisers and certain affiliates of the investment advisers
for audit, audit-related and permitted non-audit services.
5. If and to the extent that the Fund intends to have employees,
set clear policies for the hiring by the Fund of employees or former employees of the Fund’s IA.
6. Obtain and review at
least annually a report from the IA describing (i) the IA’s internal quality-control procedures and (ii) any material issues raised (a) by the IA’s most recent internal quality-control review or peer review or (b) by
any governmental or other professional inquiry or investigation performed within the preceding five years respecting one or more IA carried out by the firm, and any steps taken to address any such issues.
7. Review with the Fund’s IA arrangements for and the scope of the annual audit and any special audits, including the form of any
opinion proposed to be rendered to the Board and shareholders of the Fund.
8. Meet with management and the IA to review and
discuss the Fund’s annual audited financial statements, including a review of any specific disclosures of management’s discussion of the Fund’s investment performance; and, with respect to the Fund’s audited financial statements,
discuss with the IA matters required by Statement of Accounting Standards (“SAS”) No. 61 and any other matters required to be reported to the Committee under applicable law; and provide a statement whether, based on its review of the
Fund’s audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Fund’s Annual Report.
A-3
Meet with management to review and discuss the Fund’s unaudited
financial statements included in the semi-annual report, including, if any, a review of any specific disclosure of management’s discussion of the Fund’s investment performance.
9. Discuss with management and, as needed, the IA the Fund’s unaudited financial statements.
10. Review with the IA any audit problems or difficulties encountered in the course of their audit work and management’s responses
thereto.
11. Review with management and, as applicable, with the IA the Fund’s accounting and financial reporting
policies, practices and internal controls, including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the IA.
12. Discuss with management its policies with respect to risk assessment and risk management.
13. Discuss with management any press releases discussing the Fund’s investment performance and other financial information about the Fund, as well as any financial information provided by management
to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation (
i.e.
, a case-by-case review is not required) and need not
discuss in advance each such release of information.
14. Establish procedures for (i) the receipt, retention, and
treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the Fund’s investment advisers, administrator,
principal underwriter (if any) or any other provider of accounting-related services for the investment advisers of concerns regarding accounting or auditing matters.
15. Investigate or initiate the investigation of any improprieties or suspected improprieties in the Fund’s accounting operations or financial reporting.
16. Review with counsel legal and regulatory matters that have a material impact on the Fund’s financial and accounting reporting
policies and practices or its internal controls.
17. Report to the Board on a regular basis (at least annually) on the
Committee’s activities.
A-4
18. Perform such other functions consistent with this Charter, the Agreement and Declaration
of Trust and Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as set forth in this Charter to a subcommittee of one or more members of the Committee.
Meetings
At
least annually, the Committee shall meet separately with the IA and separately with the representatives of Fund management responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special
meetings as and when it deems necessary or appropriate.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request.
The Committee shall have the authority to engage at the Fund’s expense independent counsel and other experts and consultants whose expertise the Committee considers necessary to carry out its responsibilities. The Fund shall provide for
appropriate funding, as determined by the Committee, for the payment of: (i) compensation of the Fund’s IA for the issuance of an audit report relating to the Fund’s financial statements or the performance of other audit, review or
attest services for the Fund; (ii) compensation of independent legal counsel or other advisers retained by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in fulfilling its
purposes or carrying out its responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. In
addition, the performance of the Committee shall be reviewed at least annually by the Board.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the Charter at any time on the Board’s own motion.
A-5
Appendix A
Funds Subject to this Charter
(As of May 7, 2012)
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
(“NFJ”)
AGIC CONVERTIBLE & INCOME FUND (“NCV”)
AGIC CONVERTIBLE & INCOME FUND II (“NCZ”)
AGIC EQUITY & CONVERTIBLE INCOME FUND (“NIE”)
AGIC GLOBAL
EQUITY & CONVERTIBLE INCOME FUND (“NGZ”)
AGIC INTERNATIONAL & PREMIUM STRATEGY FUND
(“NAI”)
PCM FUND, INC. (“PCM”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND (“PCQ”)
PIMCO CALIFORNIA
MUNICIPAL INCOME FUND II (“PCK”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND III (“PZC”)
PIMCO CORPORATE & INCOME STRATEGY FUND (“PCN”)
PIMCO CORPORATE & INCOME OPPORTUNITY FUND (“PTY”)
PIMCO DYNAMIC
INCOME FUND (“PDI”)
PIMCO INCOME STRATEGY FUND (“PFL”)
PIMCO INCOME STRATEGY FUND II (“PFN”)
PIMCO GLOBAL STOCKSPLUS & INCOME FUND (“PGP”)
PIMCO HIGH INCOME
FUND (“PHK”)
PIMCO INCOME OPPORTUNITY FUND (“PKO”)
PIMCO MUNICIPAL INCOME FUND (“PMF”)
PIMCO MUNICIPAL INCOME FUND II (“PML”)
PIMCO MUNICIPAL INCOME FUND III
(“PMX”)
PIMCO NEW YORK MUNICIPAL INCOME FUND (“PNF”)
PIMCO NEW YORK MUNICIPAL INCOME FUND II (“PNI”)
PIMCO NEW YORK MUNICIPAL INCOME FUND III (“PYN”)
PIMCO STRATEGIC GLOBAL
GOVERNMENT FUND INC. (“RCS”)
A-6
Exhibit B-1 to Proxy Statement
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of AGIC Global Equity & Convertible
Income Fund, a Massachusetts business trust (the “Fund”), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) to be held at 11:30 a.m., Eastern Time, December 19, 2012 at the offices of Allianz Global Investors Fund Management LLC, 1633 Broadway, between West
50
th
and West 51
st
Streets,
42
nd
Floor, New York, New York 10019, and any
adjournment(s) or postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if
personally present at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE
REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your
name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
|
|
|
|
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
|
|
DO YOU HAVE ANY COMMENTS?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
|
|
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
AGIC GLOBAL EQUITY & CONVERTIBLE INCOME FUND
COMMON SHARES
Using a
black
ink
pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas.
x
ANNUAL MEETING PROXY CARD
A. Election of Trustees — The Board of Trustees urges you to vote
FOR
the election of the Nominees.
1. Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
(01)
|
|
Deborah A. DeCotis (Class II)
|
|
For
|
|
¨
|
|
Withhold
|
|
¨
|
|
|
|
|
|
|
|
|
(02)
|
|
John C. Maney (Class II)
|
|
For
|
|
¨
|
|
Withhold
|
|
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
C. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) — Please print date below.
/
/
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.
PROXY
PIMCO HIGH INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 19, 2012
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO High Income Fund, a Massachusetts
business trust (the “Fund”), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at 10:30 a.m., Eastern Time, December 19, 2012 at the offices of Allianz Global Investors Fund Management LLC, 1633 Broadway, between West 50
th
and West
51
st
Streets, 42
nd
Floor, New York, New York 10019, and any adjournment(s) or
postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present
at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE
REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your
name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
|
|
|
|
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
|
|
DO YOU HAVE ANY COMMENTS?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
|
|
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
PIMCO HIGH INCOME FUND
COMMON SHARES
Using a
black ink
pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas.
x
ANNUAL MEETING PROXY CARD
A.
Election of Trustees — The Board of Trustees urges you to vote
FOR
the election of the Nominees.
1. Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
(01)
|
|
Deborah A. DeCotis (Class III)
|
|
For
|
|
¨
|
|
Withhold
|
|
¨
|
|
|
|
|
|
|
|
|
(02)
|
|
John C. Maney (Class III)
|
|
For
|
|
¨
|
|
Withhold
|
|
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
C. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) — Please print date below.
/
/
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.
PROXY
PIMCO HIGH INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 19, 2012
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO High Income Fund, a Massachusetts
business trust (the “Fund”), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at 10:30 a.m., Eastern Time, December 19, 2012 at the offices of Allianz Global Investors Fund Management LLC, 1633 Broadway, between West 50
th
and West
51
st
Streets, 42
nd
Floor, New York, New York 10019, and any adjournment(s) or
postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present
at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE
REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your
name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
|
|
|
|
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
|
|
DO YOU HAVE ANY COMMENTS?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
|
|
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
PIMCO HIGH INCOME FUND
PREFERRED SHARES
Using a
black ink
pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas.
x
ANNUAL MEETING PROXY CARD
A.
Election of Trustees — The Board of Trustees urges you to vote
FOR
the election of the Nominees.
1. Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
(01)
|
|
Deborah A. DeCotis (Class III)
|
|
For
|
|
¨
|
|
Withhold
|
|
¨
|
|
|
|
|
|
|
|
|
(02)
|
|
John C. Maney (Class III)
|
|
For
|
|
¨
|
|
Withhold
|
|
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
C. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) — Please print date below.
/
/
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.
