|
|
|
|
|
Beneficial Owner* |
|
Fund |
|
Percentage of Ownership of Class |
|
|
|
MERRILL LYNCH PROFESSIONAL CLEARING CORP. 222 BROADWAY NEW YORK, NY 10038 |
|
PIMCO High Income Fund |
|
5.01% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 |
|
PIMCO High Income Fund |
|
23.34% |
|
|
|
PERSHING LLC 1 PERSHING PLZ JERSEY CITY, NJ 07399-000 |
|
PIMCO High Income Fund |
|
5.12% |
|
|
|
TD AMERITRADE INC PO BOX 2226 OMAHA NE 68103-2226 |
|
PIMCO High Income Fund |
|
13.86% |
|
|
|
BANK OF NEW YORK MELLON ONE WALL STREET NEW YORK, NEW YORK 10286 |
|
PIMCO Income Strategy Fund Preferred |
|
77.71% |
|
|
|
UBS SECURITIES LLC 677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO Income Strategy Fund Preferred |
|
19.63% |
|
|
|
BANK OF NEW YORK MELLON ONE WALL STREET NEW YORK, NEW YORK 10286 |
|
PIMCO Income Strategy Fund II Preferred |
|
55.22% |
|
|
|
UBS SECURITIES LLC 677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO Income Strategy Fund II Preferred |
|
40.66% |
|
|
|
BANK OF NEW YORK MELLON ONE WALL STREET NEW YORK, NEW YORK 10286 |
|
PIMCO High Income Fund Preferred |
|
26.70% |
|
|
|
UBS SECURITIES LLC 677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO High Income Fund Preferred |
|
70.50% |
* A control person is a person who owns, either directly or indirectly, beneficially more than 25% of the voting securities of
a Fund. As of the Record Date, the Funds did not know of any person or entity who controlled the Funds.
11
PROPOSAL: ELECTION OF TRUSTEES
In accordance with NRGXs, PGPs, PHKs, PDIs, PFLs and PFNs Amended and Restated Agreement and Declaration
of Trust (each, a Declaration) and RCSs Articles of Incorporation, as amended (the Articles), the Trustees have been divided into the following three classes (each, a Class): Class I, Class II and
Class III. The expiration dates of the classes are described below, and each Trustee will remain in office until the end of his or her term and when his or her successor is elected and qualified. The Governance and Nominating Committee and the
Board of each applicable Fund have recommended the nominees listed herein for election or re-election, as applicable, as Trustees by the Shareholders of the applicable Funds.
NRGX. With respect to NRGX, the term of office of the Class I Trustees will expire at the Meeting; the term of office of the
Class II Trustees will expire at the annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024); and the term of
office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through June 30, 2025).
Currently, Sarah E. Cogan and Libby D. Cantrill are Class I Trustees and David Fisher and Kathleen A. McCartney are Class II Trustees. Mr. Fisher was previously elected as a Class III Trustee of NRGX by the Common Shareholders of
NRGX, voting as a single class, and was redesignated by the Board as a Class II Trustee of NRGX effective June 29, 2022. The Governance and Nominating Committee has recommended to the Board that Ms. McCartney and Mr. Fisher each
be nominated for election by the Common Shareholders as Class II Trustees, Ms. Cogan be nominated for re-election by the Common Shareholders as a Class I Trustee and Ms. Cantrill be
nominated for election by the Common Shareholders as a Class I Trustee. This is the first annual meeting of shareholders of NRGX following Mses. McCartneys and Cantrills appointment to the Board and is therefore the first time Mses.
McCartney and Cantrill have been nominated for election by shareholders as Trustees of NRGX. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office
for terms coinciding with the Class of Trustees to which they have been designated. Therefore, if elected or re-elected at the Meeting , as applicable, Ms. McCartney and Mr. Fisher will each
serve a term consistent with the Class II Trustees, which will expire at the Funds annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023
through June 30, 2024), and, if elected or re-elected at the Meeting, Mses. Cogan and Cantrill will each serve a term consistent with the Class I Trustees, which will expire at the Funds
12
annual meeting of Shareholders for the 2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2025 through June 30, 2026).
RCS. With respect to RCS, the term of office of the Class II Directors will expire at the Meeting; the term of office of the
Class III Directors will expire at the annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024); and the term of
office of the Class I Directors will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through June 30, 2025).
Currently, Kathleen A. McCartney, E. Grace Vandecruze and Joseph B. Kittredge, Jr. are Class II Directors and Libby D. Cantrill is a Class I Director. The Governance and Nominating Committee has recommended to the Board that
Ms. McCartney be nominated for election by the Common Shareholders as a Class II Director, Ms. Cantrill be nominated for election by the Common Shareholders as a Class I Director, and Mr. Kittredge and Ms. Vandecruze
each be nominated for re-election by the Common Shareholders as Class II Directors. This is the first annual meeting of shareholders of RCS following Mses. McCartneys and Cantrills appointment
to the Board and is therefore the first time Mses. McCartney and Cantrill have been nominated for election by shareholders as Directors of RCS. Consistent with the Funds Articles, if elected or
re-elected, as applicable, the nominees shall hold office for terms coinciding with the Class of Directors to which they have been designated. Therefore, if elected or
re-elected at the Meeting, as applicable, Mses. McCartney and Vandecruze and Mr. Kittredge will each serve a term consistent with the Class II Directors, which will expire at the Funds annual
meeting of Shareholders for the 2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2025 through June 30, 2026), and, if elected at the Meeting, Ms. Cantrill will serve a term
consistent with the Class I Directors, which will expire at the Funds annual meeting of Shareholders for the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through
June 30, 2025).
PGP. With respect to PGP, 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 annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30,
2024); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through
June 30, 2025). Currently, Kathleen A. McCartney is a Class I Trustee and Deborah DeCotis, Sarah E. Cogan and Alan Rappaport are Class III Trustees.
13
The Governance and Nominating Committee has recommended to the Board that Ms. McCartney be nominated for election by the Common Shareholders as a Class I Trustee and Mses. DeCotis
and Cogan and Mr. Rappaport each be nominated for re-election by the Common Shareholders as Class III Trustees. This is the first annual meeting of shareholders of PGP following
Ms. McCartneys appointment to the Board and is therefore the first time Ms. McCartney has been nominated for election by shareholders as a Trustee of PGP. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Class of Trustees to which they have been designated. Therefore, if elected or
re-elected at the Meeting, as applicable, Ms. McCartney will serve a term consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the 2023-2024
fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024), and, if re-elected at the Meeting, Mses. DeCotis and Cogan and
Mr. Rappaport will each serve terms consistent with the Class III Trustees, which will expire at the Funds annual meeting of Shareholders for the 2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year
running from July 1, 2025 through June 30, 2026).
PFL. With respect to PFL, the term of office of the Class I
Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from
July 1, 2023 through June 30, 2024); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year
running from July 1, 2024 through June 30, 2025). Currently, Kathleen A. McCartney and Sarah E. Cogan are Class I Trustees and Libby D. Cantrill is a Class II Trustee. The Governance and Nominating Committee has recommended to
the Board that Ms. McCartney be nominated for election and Ms. Cogan be nominated for re-election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as
Class I Trustees and Ms. Cantrill be nominated for election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as a Class II Trustee. This is the first annual meeting of shareholders of PFL
following Mses. McCartneys and Cantrills appointment to the Board and is therefore the first time Mses. McCartney and Cantrill have been nominated for election by shareholders as Trustees of PFL. Consistent with the Funds
Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Class of Trustees to which they have been designated. Therefore, if elected or re-elected at the Meeting, as applicable, Mses. Cogan and McCartney will each serve terms consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the
14
2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2025 through June 30, 2026) and Ms. Cantrill will serve a term consistent
with the Class II Trustees, which will expire at the Funds annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30,
2024).
PFN. With respect to PFN, 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 annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024); and
the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through
June 30, 2025). Currently, Kathleen A. McCartney, E. Grace Vandecruze and Libby D. Cantrill are Class III Trustees. The Governance and Nominating Committee has recommended to the Board that Mses. McCartney and Cantrill each be nominated
for election and Ms. Vandecruze be nominated for re-election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as Class III Trustees. This is the first annual
meeting of shareholders of PFN following Mses. McCartneys and Cantrills appointment to the Board and is therefore the first time Mses. McCartney and Cantrill have been nominated for election by shareholders as Trustees of PFN. Consistent
with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Class of Trustees to which they have been designated. Therefore, if
elected or re-elected at the Meeting, as applicable, Mses. Vandecruze, McCartney and Cantrill will each serve terms consistent with the Class III Trustees, which will expire at the Funds annual
meeting of Shareholders for the 2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2025 through June 30, 2026).
PHK. With respect to PHK, 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 annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024); and the term of
office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through June 30, 2025).
Currently, Sarah E. Cogan, David Fisher and E. Grace Vandecruze are Class II Trustees and Kathleen A. McCartney is a Class I Trustee. The Governance and Nominating Committee has recommended to the Board that Ms. McCartney be nominated
for election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as a Class I Trustee, Ms. Vandecruze and Mr. Fisher each be nominated for
15
re-election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as Class II Trustees and Ms. Cogan be
nominated for re-election by the Preferred Shareholders, voting as a separate class, as a Class II Trustee. This is the first annual meeting of shareholders of PHK following Ms. McCartneys
appointment to the Board and is therefore the first time Ms. McCartney has been nominated for election by shareholders as a Trustee of PHK. Consistent with the Funds Declaration, if elected or
re-elected, as applicable, the nominees shall hold office for terms coinciding with the Class of Trustees to which they have been designated. Therefore, if elected at the Meeting, Ms. McCartney will
serve a term consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024
through June 30, 2025) and if re-elected at the Meeting, Mses. Cogan and Vandecruze and Mr. Fisher will each serve terms consistent with the Class II Trustees, which will expire at the
Funds annual meeting of Shareholders for the 2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2025 through June 30, 2026).
PDI. With respect to PDI, 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 annual meeting of Shareholders held during the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024); and the term of
office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2024-2025 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2024 through June 30, 2025).
Currently, Kathleen A. McCartney is a Class I Trustee and E. Grace Vandecruze, David Fisher and Joseph B. Kittredge, Jr. are Class II Trustees. The Governance and Nominating Committee has recommended to the Board that Ms. McCartney be
nominated for election by the Common Shareholders as a Class I Trustee and Ms. Vandecruze and Messrs. Kittredge and Fisher each be nominated for re-election by the Common Shareholders as
Class II Trustees. This is the first annual meeting of shareholders of PDI following Ms. McCartneys appointment to the Board and is therefore the first time Ms. McCartney has been nominated for election by shareholders as a
Trustee of PDI. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Class of Trustees to which they have been
designated. Therefore, if elected, Ms. McCartney will serve a term consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the 2024-2025 fiscal year (i.e., the annual meeting
held during the fiscal year running from July 1, 2024 through June 30, 2025), and, if re-elected at the Meeting, Ms. Vandecruze and Messrs. Fisher and Kittredge will each serve terms consistent
with the Class II Trustees, which will expire at the Funds annual meeting of Shareholders
16
for the 2025-2026 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2025 through June 30, 2026).
All members of the Board of each of NRGX, PGP, PFL, PFN, PHK and PDI are and will remain, if elected or
re-elected, as applicable, Continuing Trustees, as such term is defined in the Declaration of the applicable Fund, having either served as Trustee since the inception of the Fund or for thirty-six months, or having been nominated by at least a majority of the Continuing Trustees then members of the Board. Pursuant to the Declaration of NRGX, PGP, PFL, PFN, PHK and PDI, certain corporate actions
and/or transactions involving the Fund outside of the ordinary course of business (including, among others, mergers, consolidations, significant dispositions of Fund assets, any shareholder proposals as to specific investment decisions and the
conversion of the Fund to an open-end fund) would require the approval of 75% of the Funds outstanding shares, unless approved by both a majority of the Board of Trustees and 75% of the Continuing
Trustees (in which case shareholders have only the voting rights required by the 1940 Act with respect to such transaction or corporate action, if any).
All members of the Board of RCS are and will remain, if elected or re-elected, as applicable,
Continuing Directors, as such term is defined in the Articles, having either served as Director for a period of at least twelve months or having been a successor to a Continuing Director and been recommended to succeed a Continuing
Director by a majority of the Continuing Directors then members of the Board.
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 term (or any 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.
17
The following table summarizes the nominees who will stand for election or re-election at the Meeting, the respective Classes of Trustees to which they have been designated and the expiration of their respective terms if elected or re-elected, as
applicable:
|
|
|
|
|
|
|
Trustee/Director/Nominee |
|
Class |
|
|
Expiration of Term if
Elected/Re-Elected* |
NRGX |
|
|
|
|
|
|
Sarah E. Cogan |
|
|
Class I |
|
|
Annual Meeting held during the 2025-2026
fiscal year |
David Fisher** |
|
|
Class II |
|
|
Annual Meeting held
during the 2023-2024 fiscal year |
Kathleen A. McCartney |
|
|
Class II |
|
|
Annual Meeting held during the 2023-2024 fiscal year |
Libby D. Cantrill** |
|
|
Class I |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
RCS |
|
|
|
|
|
|
E. Grace Vandecruze |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Kathleen A. McCartney |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Joseph B. Kittredge, Jr. |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Libby D. Cantrill** |
|
|
Class I |
|
|
Annual Meeting held during the 2024-2025 fiscal year |
PGP |
|
|
|
|
|
|
Kathleen A. McCartney |
|
|
Class I |
|
|
Annual Meeting held during the 2023-2024 fiscal year |
Sarah E. Cogan |
|
|
Class III |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Deborah DeCotis |
|
|
Class III |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Alan Rappaport |
|
|
Class III |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
PFL |
|
|
|
|
|
|
Sarah E. Cogan |
|
|
Class I |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Kathleen A. McCartney |
|
|
Class I |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Libby D. Cantrill** |
|
|
Class II |
|
|
Annual Meeting held during the 2023-2024
fiscal year |
18
|
|
|
|
|
|
|
Trustee/Director/Nominee |
|
Class |
|
|
Expiration of Term if
Elected/Re-Elected* |
PFN |
|
|
|
|
|
|
Kathleen A. McCartney |
|
|
Class III |
|
|
Annual Meeting held during the 2025-2026
fiscal year |
E. Grace Vandecruze |
|
|
Class III |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Libby D. Cantrill** |
|
|
Class III |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
PHK |
|
|
|
|
|
|
E. Grace Vandecruze |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Sarah E. Cogan |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
David Fisher** |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Kathleen A. McCartney |
|
|
Class I |
|
|
Annual Meeting held during the 2024-2025 fiscal year |
PDI |
|
|
|
|
|
|
E. Grace Vandecruze |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Joseph B. Kittredge, Jr. |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
David Fisher** |
|
|
Class II |
|
|
Annual Meeting held during the 2025-2026 fiscal year |
Kathleen A. McCartney |
|
|
Class I |
|
|
Annual Meeting held during the 2024-2025 fiscal year |
* |
A Trustee elected or re-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 is elected and qualifies, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
|
** |
Each of Mr. Fisher and Ms. Cantrill is an Interested Trustee/Nominee. |
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 may make it more difficult for a Funds Shareholders to change the majority of Trustees of a Fund and, thus, promotes the continuity of
management and limits the ability of other entities or persons to acquire control of a Fund by delaying the replacement of a majority of the Board.
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 or
19
re-elected, as applicable, 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 save a vacancy).
Trustees and Officers
The business of each Fund is managed under the direction of the Funds Board. Subject to the provisions of each Funds Declaration or
Articles, its Bylaws and applicable state law, the Trustees have all powers necessary and convenient to carry out their responsibilities, including the election and removal of the Funds officers.
Board Leadership Structure The Board of each Fund other than PDI, PGP and PHK consists of eight Trustees, six of whom are
Independent Trustees, which represents 75% of the Trustees that are Independent Trustees. The Board of each of PDI, PGP and PHK consists of seven Trustees, six of whom are Independent Trustees, which represents 85% of the Trustees that are
Independent Trustees. An Independent Trustee serves as Chair of the Board and is selected by a vote of the majority of the Independent Trustees. The Chair of the Board presides at meetings of the Board, 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 each Fund 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.
The Board of each Fund has established five standing Committees to facilitate the Trustees oversight of the management of the Funds: the
Audit Oversight Committee, the Governance and Nominating Committee, the Valuation Oversight Committee, the Contracts Committee and the Performance Committee. The functions and role of each Committee are described below under Committees of the
Board of Trustees. The membership of each Committee (other than the Performance Committee) consists of only the Independent Trustees. The Performance Committee consists of all the Trustees. The Independent Trustees believe that participation
on each Committee allows them to participate in the full range of the Boards oversight duties.
The Board reviews its leadership
structure periodically and has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees (with the exception of the Performance
Committee), is appropriate in
20
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 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 funds in the fund complex overseen by
members, the variety of asset classes those funds include, the assets of each Fund and other funds in the fund complex and the management and other service arrangements of each Fund and such other funds. The Board also believes that its structure,
including the presence of two Trustees who are or have been executives with the Manager or 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 to provide investment advisory services and administrative
services. Accordingly, the Manager is immediately 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, chief compliance officer and chief legal officer. The Manager and the Funds other service providers have adopted policies, processes and procedures to identify, assess and
manage different types of risks associated with each Funds activities. The Board oversees the performance of these functions by the Manager and the Funds other service providers, both directly and through the Committee structure it has
established. The Board receives from the Manager 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 and market risks, custody and valuation of Fund assets, 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 or their delegates to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks. In the course of these meetings and discussions with the Manager, the Board has
emphasized the importance of the Manager maintaining vigorous risk-management programs and procedures with respect to the Funds.
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 Independent Trustees, interacts with individuals within the Managers organization 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
21
meetings. The Board has approved the Compliance Policies and reviews the CCOs reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the
appointment and compensation of the CCO.
The Board recognizes that the reports it receives concerning risk management matters are, by
their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate certain
risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve the Funds investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in
their effectiveness.
The Trustees and officers of the Funds, their year of birth, the positions they hold with the Funds, their term of
office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the Fund Complex (as defined below) that the Trustee oversees and any other public company directorships held by
the Trustee are listed in the two tables immediately following. Except as shown, each Trustees and officers principal occupation and business experience for the last five years have been with the employer(s) indicated, although in some
cases the Trustee may have held different positions with such employer(s).
22
Information Regarding Trustees and Nominees.
The following table provides information concerning the Trustees/Nominees of the Funds as of May 1, 2023.
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
Deborah A. DeCotis
1952
RCS- Class III
PGP- Class III, currently nominated for re-election
PHK- Class III
PDI- Class III
PFL- Class III
PFN- Class II
NRGX-Class II |
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Chair of the Board, Trustee, Nominee |
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RCS-Since 2011 PGP-Since 2011 PHK-Since 2011
PDI-Since 2012
PFL-Since 2011
PFN-Since 2011
NRGX- Since 2019
Chair- Since 2019 |
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Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); Trustee, Smith College (since 2017); Director, Watford Re (since
2017); and Director, Cadre Inc., a manufacturer of safety equipment (since 2022). Formerly, Co-Chair Special Projects Committee, Memorial Sloan Kettering (2005-2015); Trustee, Stanford University (2010-2015);
Principal, LaLoop LLC, a retail accessories company (1999-2014); Director, Helena Rubenstein Foundation (1997-2010); and Director, Armor Holdings (2002-2010). |
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30 |
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Trustee, Allianz Funds (2011-2021); Trustee, Virtus Funds (2021-Present) |
23
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
Sarah E. Cogan
1956
RCS-Class I
PGP-Class III, currently nominated for re-election
PHK-Class II, currently nominated for
re-election PDI- Class III
PFL-Class I, currently nominated for
re-election PFN-Class II
NRGX-Class I, currently nominated for
re-election |
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Trustee, Nominee |
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Since 2019 |
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Retired Partner, Simpson Thacher & Bartlett LLP (law firm)(1989-2018); Director, Girl Scouts of Greater New York, Inc. (since 2016); and Trustee, Natural Resources Defense Council, Inc. (since 2013). |
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30 |
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Trustee, Allianz Funds (2019-2021); Trustee, Virtus Funds (2021-Present) |
24
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
Joseph B. Kittredge, Jr.
1954
RCS-Class II, currently nominated for re-election
PGP-Class II
PHK-Class III
PDI-Class II, currently nominated for
re-election PFL-Class III
PFN-Class II
NRGX- Class III |
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Trustee, Nominee |
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Since 2020 |
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Trustee (since 2019) and Governance Committee (since 2020), Vermont Law School (since 2019); Director and Treasurer, Center for Reproductive Rights (since 2015); Formerly, Director (2013-2020) and Chair (2018-2020), ACLU of
Massachusetts; General Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2005-2018) and Partner (2007-2018); President, GMO Trust (institutional mutual funds) (2009-2018); Chief Executive Officer, GMO Trust (2009-2015); President and Chief
Executive Officer, GMO Series Trust (platform based mutual funds) (2011-2013). |
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30 |
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Trustee, GMO Trust (2010-2018); Chairman of the Board of Trustees, GMO Series Trust (2011-2018). |
25
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
Kathleen A. McCartney(3) 1955
RCS- Class II, currently nominated for election
PGP- Class I, currently nominated for election
PHK-Class I, currently nominated for election
PDI-Class I, currently nominated for election
PFL- Class I, currently nominated for election
PFN- Class III, currently nominated for election
NRGX- Class II, currently nominated for election |
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Trustee, Nominee |
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Since 2022 |
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President, Smith College (since 2013); Director (since 2013) and President (since 2020), Five Colleges, Inc., consortium of liberal arts colleges and universities (since 2013); Formerly, Director, American Council on Education Board
of Directors, (2015-2019); Director, Consortium on Financing Higher Education Board of Directors (2015-2019); Director, edX Board of Directors, online course provider (2012-2013); Director, Bellwether Education Partners Board, national nonprofit
organization (2010-2013); Dean, Harvard Graduate School of Education (2006-2013); Trustee, Tufts University (2007-2013). |
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30 |
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None. |
26
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
Alan Rappaport
1953
RCS-Class III
PGP-Class III, currently nominated for re-election
PHK-Class I
PDI- Class I
PFL- Class II
PFN-Class I
NRGX-Class III |
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Trustee, Nominee |
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RCS-Since 2010 PGP-Since 2010
PHK-Since 2010
PDI-Since 2012
PFL-Since 2014
PFN-Since 2012
NRGX- Since 2019 |
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Director, Victory Capital Holdings, Inc., an asset management firm (since 2013). Formerly, Adjunct Professor, New York University Stern School of Business (2011-2020); Lecturer, Stanford University Graduate School of Business
(2013-2020); Advisory Director (formerly Vice Chairman), Roundtable Investment Partners (2009-2018); Member of Board of Overseers, NYU Langone Medical Center (2015-2016); Trustee, American Museum of Natural History (2005-2015); Trustee, NYU Langone
Medical Center (2007-2015); and Vice Chairman (formerly, Chairman and President), U.S. Trust (formerly, Private Bank of Bank of America, the predecessor entity of U.S. Trust) (2001-2008). |
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30 |
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Trustee, Allianz Funds (2010-2021); Chairman of the Board of Trustees, Virtus Closed-End Funds (2021-2023) |
27
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
E. Grace Vandecruze
1963
RCS-Class II, currently nominated for re-election
PGP-Class II
PHK-Class II, currently nominated for
re-election PDI-Class II, currently
nominated for re-election
PFL-Class II
PFN-Class III, currently nominated for re-election
NRGX-Class III |
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Trustee, Nominee |
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RCS-Since 2022 PGP-Since 2022
PHK-Since 2022
PDI-Since 2022
PFL-Since 2022
PFN-Since 2022
NRGX- Since 2022 |
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Founder and Managing Director, Grace Global Capital LLC, a strategic advisory firm to the insurance industry (since 2006); Director, The Doctors Company, a medical malpractice insurance company (since 2020); Director, Link Logistics
REIT, a real estate company (since 2021); Director and Member of the Investment & Risk Committee, Resolution Life Group Holdings, a global life insurance group (since 2021); Director, Wharton Graduate Executive Board; and Chief Financial
Officer, ShoulderUp Technology Acquisition Corp, a special purpose acquisition company (since 2021). Formerly, Director, Resolution Holdings (2015-2019); Director and Member of the Audit Committee and the Wealth Solutions Advisory Committee, M
Financial Group, a life insurance company (2015-2021); Chief Financial Officer, Athena Technology Acquisition Corp, a special purpose acquisition company (2021-2022); and Director, SBLI USA, a life insurance company (2015-2018). |
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30 |
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None. |
28
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
David N. Fisher(4) 1968
650 Newport Center Drive, Newport Beach, CA 92660
RCS-Class III
PGP-Class I
PHK-Class II, currently nominated for re-election
PDI- Class II, currently nominated for
re-election PFL-Class III
PFN-Class I
NRGX- Class II, currently nominated for election |
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Trustee, Nominee |
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Since 2019 |
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Managing Director and Co-Head of U.S. Global Wealth Management Strategic Accounts, PIMCO (since
2021); Director, Court Appointed Special Advocates (CASA) of Orange County, a non-profit organization (since 2015). Formerly, Managing
Director and Head of Traditional Product Strategies, PIMCO
(2015-2021); Global Bond Strategist, PIMCO (2008-2015); and Managing Director and Head of Global Fixed Income, HSBC Global Asset Management
(2005-2008). |
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30 |
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None |
29
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Name, Address,
Year of Birth and Class(1) |
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Position(s) Held with the Funds |
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Term of Office and Length of Time Served(2) |
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Principal Occupation(s)
During the Past 5 Years |
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Number of Portfolios in Fund Complex(6) Overseen by Trustee/ Nominee |
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Other Directorships Held
by Trustee/ Nominee During the Past 5 Years |
Libby D. Cantrill(4),(5) 1959
650 Newport Center Drive, Newport Beach, CA 92660
RCS-Class I, currently nominated for election
PFL-Class II, currently nominated for election
PFN-Class III, currently nominated for election
NRGX- Class I, currently nominated for election |
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Trustee, Nominee |
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RCS, PFL, PFN, NRGX- Since 2023 |
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Managing Director, Head of Public Policy, PIMCO
(since 2007); Institutional Account Manager, PIMCO
(2007-2010); Legislative Aide, House of Representatives
(2003-2005); Investment Banking Analyst, Morgan Stanley
(2000-2003). |
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27 |
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Covenant House
New York (2021-Present);
Securities Industry and
Financial Markets
Association (2022-Present) |
(1) |
Unless otherwise indicated, the business address of the persons listed above is c/o Pacific Investment
Management Company LLC, 1633 Broadway, New York, New York 10019. |
30
(2) |
Under each Funds Declaration or Articles, as applicable, a Trustee serves until his or her death,
retirement, removal, disqualification, resignation or replacement. In accordance with each Funds Declaration or Articles, as applicable, the Common and/or Preferred Shareholders of a Fund, as applicable, elect Trustees to fill vacancies of
Trustees whose terms expire at each annual meeting of such Funds shareholders. |
(3) |
Ms. McCartney was appointed as a Trustee of PGP, PDI, PHK, PFL, PFN and NRGX on July 1, 2022 and was
appointed as a Director of RCS on July 1, 2022. |
(4) |
Each of Mr. Fisher and Ms. Cantrill is an Interested Trustee of each Fund due to their affiliation
with PIMCO and its affiliates. |
(5) |
Ms. Cantrill was appointed as a Trustee of PFL, PFN and NRGX on April 30, 2023 and was appointed as a
Director of RCS on April 30, 2023. |
(6) |
The Term Fund Complex as used herein includes the Funds and any other registered investment company
(i) that holds itself out to investors as a related company for purposes of investment and investor services; or (ii) for which PIMCO or an affiliate of PIMCO serves as primary investment adviser. |
31
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 Trustees in the family of investment companies, including the Funds.
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Name of Trustee/ Nominee |
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Dollar Range of
Equity Securities in the Funds* |
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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 |
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PDI: Over $100,000 |
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Over $100,000 |
Sarah E. Cogan |
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PDI: $10,001 - $50,000
PFN: $1 - $10,000 PHK:
$1 - $10,000 |
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Over $100,000 |
E. Grace Vandecruze |
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None |
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None |
Joseph B. Kittredge, Jr. |
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None |
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$50,001 - $100,000 |
Kathleen A. McCartney** |
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None |
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None |
Alan Rappaport |
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PFL: $10,001 - $50,000
NRGX: $10,001 - $50,000
PDI: $50,001 - $100,000 |
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Over $100,000 |
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Interested Trustees/Nominees |
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David N. Fisher |
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PDI: $10,001 - $50,000
NRGX: Over $100,000 |
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Over $100,000 |
John C. Maney*** |
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PDI: Over $100,000 |
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Over $100,000 |
Libby D. Cantrill**** |
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None |
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None |
* |
Securities are valued as of the Record Date. |
** |
Ms. McCartney was appointed as a Trustee of each Fund on July 1, 2022. |
*** |
Mr. Maney retired from the Board effective April 30, 2023. |
**** |
Ms. Cantrill was appointed as a Trustee of PFL, PFN and NRGX on April 30, 2023 and was appointed as a
Director of RCS on April 30, 2023. |
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.
32
Compensation. Each of the Independent Trustees 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 Access Income Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Dynamic Income Fund, PIMCO
Dynamic Income Opportunities Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Global StocksPLUS®& Income Fund, PIMCO Energy and Tactical
Credit Opportunities Fund, PCM Fund, Inc. and PIMCO Strategic Income Fund, Inc., each a closed-end management investment company for which the Manager serves as investment manager (together with the Funds, the
PIMCO Closed-End Funds), as well as PIMCO Flexible Emerging Markets Income Fund, PIMCO Flexible Credit Income Fund, PIMCO California Flexible Municipal Income Fund and PIMCO Flexible Municipal
Income Fund, each a closed-end investment management company that is operated as an interval fund for which the Manager serves as investment manager (the PIMCO Interval Funds) and PIMCO
Managed Accounts Trust (PMAT), an open-end investment management company with multiple series for which the Manager serves as investment adviser and administrator (together with the PIMCO Closed-End Funds and the PIMCO Interval Funds, the PIMCO-Managed Funds).
Each Independent
Trustee receives annual compensation of $250,000 for his or her service on the Boards of the PIMCO-Managed Funds, payable quarterly. The Independent Chair of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight
Committee Chair receives an additional $35,000 annually, payable quarterly. The Performance Committee Chair and the Valuation Oversight Committee Chair each receive an additional $10,000 annually, payable quarterly. The Contracts Committee Chair
receives an additional $25,000 annually, payable quarterly. Trustees are also reimbursed for meeting-related expenses.
Each
Trustees compensation for his or her service as a Trustee on the Boards of the PIMCO-Managed Funds and other costs in connection with joint meetings of such Funds are allocated among the PIMCO-Managed Funds, as applicable, on the basis of
fixed percentages as among PMAT, the PIMCO Interval Funds and the PIMCO Closed-End Funds. Trustee compensation and other costs are then further allocated pro rata among the individual funds within each
grouping based on each such funds relative net assets.
33
The Funds have no employees. The Funds officers and Interested Trustees (Ms. Cantrill
and Mr. Fisher) are compensated by the Manager or its affiliates, as applicable.
The Trustees do not currently receive any pension
or retirement benefits from the Funds or the Fund Complex (see below).
The following table sets forth information regarding the
compensation received by the Independent Trustees and nominees for the fiscal year ended June 30, 2022.5 For the calendar year ended December 31, 2022, 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 of any
entity controlling, controlled by or under common control with the Manager, including any Interested Trustee, serves without any compensation from the Funds.
Compensation Table
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Name of Trustee/ Nominees |
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Aggregate Compensation from NRGX for the Fiscal Year Ended June 30, 2022 |
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Aggregate Compensation from RCS for the Fiscal Year Ended June 30, 2022 |
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Aggregate Compensation from PGP for the Fiscal Year Ended June 30, 2022 |
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Aggregate Compensation from PFL for the Fiscal Year Ended June 30, 2022 |
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Independent Trustee/Nominee |
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Sarah E. Cogan |
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$ |
7,367 |
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$ |
2,847 |
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$ |
1,172 |
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$ |
4,206 |
|
Deborah A. DeCotis |
|
$ |
9,177 |
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$ |
3,575 |
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$ |
1,471 |
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|
$ |
5,270 |
|
E. Grace Vandecruze |
|
$ |
6,980 |
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$ |
2,715 |
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$ |
1,117 |
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$ |
4,003 |
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Joseph B. Kittredge, Jr. |
|
$ |
3,106 |
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|
$ |
1,390 |
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$ |
565 |
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$ |
4,726 |
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William B. Ogden, IV** |
|
$ |
7,135 |
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$ |
2,768 |
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$ |
1,139 |
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|
$ |
4,085 |
|
Kathleen A. McCartney* |
|
$ |
0 |
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$ |
0 |
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$ |
0 |
|
|
$ |
0 |
|
Alan Rappaport |
|
$ |
7,135 |
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$ |
2,768 |
|
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$ |
1,139 |
|
|
$ |
4,085 |
|
Interested Trustee/Nominee |
|
David N. Fisher*** |
|
$ |
0 |
|
|
$ |
0 |
|
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$ |
0 |
|
|
$ |
0 |
|
Libby D. Cantrill*** |
|
$ |
0 |
|
|
$ |
0 |
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N/A |
|
|
$ |
0 |
|
John C. Maney**** |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
5 |
Effective April 1, 2022, the end of the fiscal year of each of PHK, PFL and PFN changed from July 31
to June 30. |
34
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Name of Trustee/ Nominees |
|
Aggregate Compensation from PFN for the Fiscal Year Ended June 30, 2022 |
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Aggregate Compensation from PHK for the Fiscal Year Ended June 30, 2022 |
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Aggregate Compensation from PDI for the Fiscal Year Ended June 30, 2022 |
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|
Total Compensation from the Funds and Fund Complex Paid to Trustees/Nominees for the Calendar Year Ended
December 31, 2022 |
|
Independent Trustee/Nominee |
|
Sarah E. Cogan |
|
$ |
8,291 |
|
|
$ |
8,674 |
|
|
$ |
45,424 |
|
|
$ |
275,000 |
|
Deborah A. DeCotis |
|
$ |
10,389 |
|
|
$ |
10,870 |
|
|
$ |
56,302 |
|
|
$ |
325,000 |
|
E. Grace Vandecruze |
|
$ |
7,892 |
|
|
$ |
8,257 |
|
|
$ |
42,866 |
|
|
$ |
250,000 |
|
Joseph B. Kittredge, Jr. |
|
$ |
9,317 |
|
|
$ |
9,749 |
|
|
$ |
50,288 |
|
|
$ |
285,000 |
|
Kathleen A. McCartney* |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
125,000 |
|
William B. Ogden, IV** |
|
$ |
8,052 |
|
|
$ |
8,424 |
|
|
$ |
43,889 |
|
|
$ |
225,000 |
|
Alan Rappaport |
|
$ |
8,052 |
|
|
$ |
8,424 |
|
|
$ |
43,889 |
|
|
$ |
260,000 |
|
Interested Trustee/Nominee |
|
David N. Fisher*** |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Libby D. Cantrill*** |
|
$ |
0 |
|
|
|
N/A |
|
|
|
N/A |
|
|
$ |
0 |
|
John C. Maney**** |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
* |
Effective July 1, 2022, Ms. McCartney became a Trustee of the Funds. |
** |
Mr. Ogden retired from the Board of each Fund as of December 31, 2022. |
*** |
Ms. Cantrill and Mr. Fisher are interested persons of the Funds and do not receive compensation from
the Funds for their services as Trustees. Ms. Cantrill was appointed as a Trustee of PFL, PFN and NRGX on April 30, 2023 and was appointed as a Director of RCS on April 30, 2023. |
**** |
Mr. Maney retired from the Board of each Fund as of April 30, 2023. Mr. Maney was an interested
person of the Funds and did not receive compensation from the Funds for his services as a Trustee. |
Trustee
Qualifications The Board has determined that each nominee is qualified to serve as a Trustee based on several factors (none of which alone is decisive). Each nominee is knowledgeable about the Funds business and service
provider arrangements in part because he or she serves as trustee or director to a number of other investment companies advised by PIMCO and/or its affiliates with similar arrangements to that of the Funds or has had significant experience in the
investment management and/or financial services industries. Among the factors the Board considers when concluding that an individual is qualified to serve on the Board were the following: (i) the individuals business and professional
experience and accomplishments; (ii) the individuals ability to work effectively with other members of the Board; (iii) the individuals prior experience, if any, serving on the boards of public companies (including, where
35
relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individuals skills, experiences and attributes would contribute to an
appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee and/or nominee, the individuals
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 by the Board that the individual is qualified to serve as a
Trustee of the Funds. The following is a summary of various qualifications, experiences and skills of each Trustee and/or nominee (in addition to business experience during the past five years set forth in the table above) that contributed to the
Boards conclusion that an individual is qualified to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual nominees as having any special expertise or experience and shall
not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
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.
Libby D. Cantrill Ms. Cantrill has substantial experience in the investment management industry.
Ms. Cantrill has 18 years of investment experience and is the Head of Public Policy and is a managing director in PIMCOs portfolio management group. In her role, she analyzes policy and political risk for the firms Investment
Committee and leads U.S. policymaker engagement and policy strategy for the firm. She also works closely with PIMCOs Global Advisory Board and has served as a rotating member of the firms Executive Committee. Ms. Cantrill is a
Chartered Financial Analyst charterholder.
Sarah E. Cogan Ms. Cogan has substantial legal experience in the
investment management industry, having served as a partner at a large international law firm in the corporate department for over 25 years and as former head of the registered funds practice. She has extensive experience in oversight of investment
company boards through her experience as counsel to the Independent Trustees of certain PIMCO-Managed Funds and as counsel to other independent trustees, investment companies and asset management firms.
36
David N. Fisher Mr. Fisher has substantial executive experience in the
investment management industry. Mr. Fisher is a Managing Director and Co-Head of U.S. Global Wealth Management Strategic Accounts at PIMCO. In this role, he helps oversee relationships with key
distribution partners and develop the firms growth strategy across wealth management channels. Prior to taking on this position, Mr. Fisher was Head of Traditional Product Strategies at PIMCO, where he oversaw teams of product strategists
covering core and non-core fixed-income strategies as well as the firms suite of equity strategies, was a Global Bond Strategist at PIMCO, and has managed PIMCOs Total Return Strategy. Because of
his familiarity with PIMCO and its affiliates, Mr. Fisher serves as an important information resource for the Independent Trustees and as a facilitator of communication with PIMCO.
Joseph B. Kittredge, Jr. Mr. Kittredge has substantial experience in the investment management industry, having served
for thirteen years as General Counsel to Grantham, Mayo, Van Otterloo & Co. LLC, the adviser to the GMO mutual fund complex, and as a Trustee and senior officer for Funds in the GMO complex. Previously, he was a partner at a large
international law firm. Mr. Kittredge has extensive experience in asset management regulation and has provided legal advice to investment company boards, registered funds and their sponsors with respect to a broad range of financial, legal,
tax, regulatory and other issues. He also serves as the Audit Oversight Committees Chair and has been determined by the Board to be an audit committee financial expert.
Kathleen A. McCartney Ms. McCartney has substantial board experience, having served on a number
of nonprofit boards, as trustee of Tufts University, director of the American Council on Education, director of the Consortium on Financing Higher Education, founding board member of edX, and director of the Bellwether
Education Partners board. She also has substantial senior executive experience as the President of Smith College and director of Five Colleges, Inc.
Alan Rappaport Mr. Rappaport has substantial senior executive experience in the financial services industry. He
formerly served as Chairman and President of the Private Bank of Bank of America and as Vice Chairman of U.S. Trust and as an Advisory Director of an investment firm.
E. Grace Vandecruze Ms. Vandecruze has substantial senior executive experience in the financial services industry. She is
Founder and Managing Director of Grace Global Capital LLC, a strategic advisory firm to the insurance industry (since 2006). She has extensive board experience and experience in oversight of investment management and insurance company functions
through her experience as a Director and Member of the Audit Committee and the Wealth
37
Solutions Advisory Committee, M Financial Group, a life insurance company (2015-2021), a Director of The Doctors Company, a medical malpractice insurance company (since 2020) and a Director and
Member of the Investment & Risk Committee, Resolution Life Group Holdings, a global life insurance group (since 2021).
Committees of the
Board of Trustees.
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), currently consisting of Messrs. Kittredge and Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze, each of whom is
an Independent Trustee. Mr. Kittredge is the current Chair of each Funds Audit Oversight Committee.
Each Funds 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
non-audit services to be performed by the auditors for certain affiliates, including the Manager and entities in a control relationship with the Manager that provide services to each Fund where the engagement
relates directly to the operations and financial reporting of each Fund. The Audit Oversight Committee considers the possible effect of those services on the independence of the Funds independent registered public accounting firm. Each member
of each Funds 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 January 1, 2022, is attached to this Proxy Statement as Exhibit A. A report of the Audit Oversight Committee, dated August 25, 2022, is attached to this Proxy Statement as Exhibit C.
Governance and Nominating Committee. The Board of each Fund has established a Governance and Nominating Committee composed solely
of Independent Trustees, currently consisting of Messrs. Kittredge and Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze. Ms. DeCotis is the current Chair of each Funds Governance and Nominating Committee. The primary
purposes and responsibilities of each Funds Governance and Nominating Committee are: (i) advising and making recommendations to the
38
Board on matters concerning Board governance and related Trustee practices, and (ii) the screening and nomination of candidates for election to the Board as Independent Trustees.
The responsibilities of each Funds Governance and Nominating Committee include considering and making recommendations to the Funds
Board regarding: (1) governance, retirement and other policies, procedures and practices relating to the Board and the Trustees; (2) in consultation with the Chair of the Board, matters concerning the functions and duties of the Trustees
and committees of the Board; (3) the size of the Board and, in consultation with the Chair of the Board, the Boards committees and their composition; and (4) Board and committee meeting procedures. The Committee will also
periodically review and recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by a Fund to the Independent Trustees for their services on the Board and any committees on the
Board.
The Governance and 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 re-elected. The Governance and Nominating Committee of each Fund has adopted a charter, which is attached to this Proxy Statement as
Exhibit B.
Each member of each Funds Governance and 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 Trustees/Nominees. The Governance and Nominating Committee of each Fund requires
that Trustee candidates have a college degree or equivalent business experience. When evaluating candidates, each Funds Governance and 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) ability, judgment and
expertise and (v) overall diversity of the Boards composition.
The process of identifying nominees involves the consideration
of candidates recommended by one or more of the following sources: (i) the Funds current Trustees, (ii) the Funds officers, (iii) the Funds investment adviser, (iv) the Funds shareholders and (v) any
other source the Committee deems to be
39
appropriate. The Governance and Nominating Committee of each Fund may, but is not required to, retain a third-party search firm at a Funds expense to identify potential candidates.
Consideration of Candidates Recommended by Shareholders. The Governance and 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 PIMCO Sponsored
Closed-End Funds, which are set forth as Appendix B to the Funds Governance and Nominating Committee Charter, attached to this Proxy Statement as Exhibit B. Among other requirements, these
procedures provide that the recommending shareholder must submit any recommendation in writing to the Fund, to the attention of the Funds 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 Governance and Nominating Committee Charter for each Fund, which is attached to this Proxy Statement as Exhibit B for details.
The Governance and 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 Governance and Nominating Committee takes diversity of a particular nominee and overall diversity of the Board into
account when considering and evaluating nominees for Trustee. The Board has adopted a diversity policy and, when considering a nominees and the Boards diversity, the Committee generally considers the manner in which each nominees
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 Oversight
Committee. The Board of each Fund has established a Valuation Oversight Committee currently consisting of Messrs. Kittredge and Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze. Ms. Vandecruze is the current Chair of
each Funds Valuation Oversight
40
Committee. The Valuation Oversight Committee has been delegated responsibility by the Board for overseeing determination of the fair value of each Funds portfolio securities and other
assets. The Valuation Oversight Committee of each Fund reviews and approves procedures for the fair valuation of the Funds portfolio securities and periodically reviews reports and assessments provided by the Manager pursuant to the
Funds valuation procedures and the Managers pricing policy. With respect to the fair valuation of portfolio securities for which market quotations are not readily available, the Manager has been designated as valuation
designee for each Fund in accordance with Rule 2a-5 under the 1940 Act. Each Funds Valuation Oversight Committee reports to the Board periodically as to the Committees activities and
oversight of the Managers administration of the Funds valuation procedures and the valuation designees carrying out of its responsibilities under Rule 2a-5.
Contracts Committee. The Board of each Fund has established a Contracts Committee currently consisting of Messrs. Kittredge and
Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze. Ms. Cogan is the current Chair of each Funds Contracts Committee. The Contracts Committee meets as the Board deems necessary to review the performance of, and the
reasonableness of the fees paid to, as applicable, the Funds investment adviser(s) and any sub-adviser(s), administrators(s) and principal underwriters(s) and to make recommendations to the Board
regarding the approval and continuance of each Funds contractual arrangements for investment advisory, sub-advisory, administrative and distribution services, as applicable. The Contracts Committee also
may review and evaluate the terms of other contracts or amendments thereto with the Funds other major service providers at the Boards request.
Performance Committee. The Board of each Fund has established a Performance Committee, currently consisting of Messrs. Kittredge,
Rappaport and Fisher and Mses. Cantrill, Cogan, DeCotis, McCartney and Vandecruze. Mr. Rappaport is the current Chair of each Funds Performance Committee. The Performance Committees responsibilities include reviewing the performance
of the Funds and any changes in investment philosophy, approach and personnel of the Manager.
Meetings. With respect to NRGX,
during the fiscal year ended June 30, 2022, the Board of Trustees held four regular meetings and one special meeting. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate
session three times, the Valuation Oversight Committee met in separate session four times, the Contracts Committee met in separate session three times and the Performance Committee met in separate session three times. Each Trustee attended in person
or via teleconference at least 75% of the regular meetings of the Board and meetings of
41
the committees on and during which such Trustee served for NRGX that were held during the fiscal period ended June 30, 2022.
With respect to RCS, during the fiscal year ended June 30, 2022, the Board of Directors held four regular meetings. The Audit Oversight
Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times, the Valuation Oversight Committee met in separate session four times, the Contracts Committee met in separate session four
times and the Performance Committee met in separate session three times. Each Director attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during which such Director served
for RCS that were held during the fiscal year ended June 30, 2022.
With respect to PGP, during the fiscal year ended June 30,
2022, the Board of Trustees held four regular meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times, the Valuation Oversight Committee met in separate
session four times, the Contracts Committee met in separate session three times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the
Board and meetings of the committees on and during which such Trustee served for PGP that were held during the fiscal year ended June 30, 2022.
With respect to PFL, during the fiscal year ended June 30, 2022, the Board of Trustees held four regular meetings and one special
meeting. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times, the Valuation Oversight Committee met in separate session four times, the Contracts Committee met
in separate session three times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during
which such Trustee served for PFL that were held during the fiscal year ended June 30, 2022.
With respect to PFN, during the fiscal
year ended June 30, 2022, the Board of Trustees held four regular meetings and one special meeting. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times,
the Valuation Oversight Committee met in separate session four times, the Contracts Committee met in separate session three times and the Performance Committee met in separate session three times. Each Trustee attended in person or via
42
teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during which such Trustee served for PFN that were held during the fiscal year ended
June 30, 2022.
With respect to PHK, during the fiscal year ended June 30, 2022, the Board of Trustees held four regular
meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times, the Valuation Oversight Committee met in separate session four times, the Contracts Committee met
in separate session three times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during
which such Trustee served for PHK that were held during the fiscal year ended June 30, 2022.
With respect to PDI, during the fiscal
year ended June 30, 2022, the Board of Trustees held four regular meetings and one special meeting. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times,
the Valuation Oversight Committee met in separate session four times, the Contracts Committee met in separate session three times and the Performance Committee met in separate session three times. Each Trustee attended in person or via
teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during which such Trustee served for PDI that were held during the fiscal year ended June 30, 2022.
The Trustees generally 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
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 Fund Administration, Pacific Investment Management Company 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 Secretary of each Fund or her designee is
responsible for reviewing properly submitted shareholder communications. The Secretary 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 Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not
be provided to the Board
43
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
a 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 or (ii) any communication from an employee or agent of a Fund, unless such communication
is made solely in such employees or agents capacity as a shareholder, but they shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any
communication made in connection with such a proposal. A Funds Trustees are not required to attend the Funds annual shareholder meetings or to otherwise make themselves available to shareholders for communications, other than by the
aforementioned procedures.
Section 16(a) Reports. Each Funds Trustees and certain officers,
investment adviser, certain affiliated persons of the investment adviser and persons who beneficially own more than 10% of any class of outstanding securities of a Fund (i.e., a Funds 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 Funds securities with the Securities and Exchange Commission (the SEC) and the NYSE. Based solely on a review of these
forms filed electronically with the SEC and any written representation from reporting persons during the most recently concluded fiscal year, each Fund believes that each of the Trustees and officers, investment adviser and relevant affiliated
persons of the investment adviser and the persons who beneficially own more than 10% of any class of outstanding securities of the Fund has complied with all applicable filing requirements during each Funds respective fiscal year.
Required Vote. The election of Mses. McCartney and Cantrill and Mr. Fisher and
re-election of Ms. Cogan to the Board of Trustees of NRGX will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election and re-election of Trustees at the Meeting, in person or by proxy. The election of Mses. McCartney and Cantrill and re-election of Ms. Vandecruze and Mr. Kittredge to
the Board of Directors of RCS will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election and re-election of Directors at the Meeting, in person or
by proxy. The election of Ms. McCartney and re-election of Mses. Cogan and DeCotis and Mr. Rappaport to the Board of Trustees of PGP will require the affirmative vote of a plurality of the votes of
the Common Shareholders of the Fund cast in the election and re-election of Trustees at the Meeting, in person or by proxy. The election of Mses. McCartney and Cantrill and
re-election of Ms. Cogan to the Board of Trustees of PFL will require the affirmative vote of a plurality of the votes of the Common Shareholders and the Preferred Shareholders of the Fund (voting
together as a single class) cast in the
44
election and re-election of Trustees at the Meeting, in person or by proxy. The election of Mses. McCartney and Cantrill and
re-election of Ms. Vandecruze to the Board of Trustees of PFN will require the affirmative vote of a plurality of the votes of the Common Shareholders and the Preferred Shareholders of the Fund (voting
together as a single class) cast in the election and re-election of Trustees at the Meeting, in person or by proxy. The election of Ms. McCartney and re-election of
Ms. Vandecruze and Mr. Fisher to the Board of Trustees of PHK will require the affirmative vote of a plurality of the votes of the Common Shareholders and the Preferred Shareholders of the Fund (voting together as a single class) cast in
the election and re-election of Trustees at the Meeting, in person or by proxy. The re-election of Ms. Cogan to the Board of Trustees of PHK will require the
affirmative vote of a plurality of the votes of Preferred Shareholders of the Fund (voting as a separate class) cast in the re-election of the Preferred Shares Trustee at the Meeting, in person or by proxy.
The election of Ms. McCartney and re-election of Ms. Vandecruze and Messrs. Kittredge and Fisher to Board of Trustees of PDI will require the affirmative vote of a plurality of the votes of the
Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.
THE BOARD OF TRUSTEES OF
EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL FOR EACH FUND.
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 NRGX, PGP, PFL, PFN, PHK and PDI hold office at the pleasure of the relevant 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 of RCS shall be elected or appointed by the Board of Directors each year at its first meeting held after the annual meeting of Shareholders, or at any other time.
Officers serve at the pleasure of the Board. Each such officer shall hold office until his or her successor shall have been duly elected or appointed and qualified, or until his or her death, or until he or she shall have resigned or have been
removed. Officers and employees of the Funds who are principals, officers, members or employees of the Manager are not compensated by the Funds.
45
|
|
|
|
|
|
|
Name, Address and Year of Birth |
|
Position(s) Held with Funds |
|
Term of Office and Length
of Time Served |
|
Principal Occupation(s) During the Past 5
Years |
Eric D. Johnson1
1970 |
|
President |
|
Since 2019 |
|
Executive Vice President and Head of Funds Business Group Americas, PIMCO. President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Flexible
Real Estate Income Fund. |
|
|
|
|
Keisha Audain-Pressley2
1975 |
|
Chief Compliance Officer |
|
Since 2018 |
|
Executive Vice President and Deputy Chief Compliance Officer, PIMCO. Chief Compliance Officer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO
Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund |
|
|
|
|
Ryan G. Leshaw1
1980 |
|
Chief Legal Officer |
|
Since 2019 |
|
Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO-Managed Funds, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. Chief Legal Officer and Secretary, PIMCO Funds, PIMCO
Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Associate, Willkie Farr & Gallagher LLP. |
46
|
|
|
|
|
|
|
Name, Address and Year of Birth |
|
Position(s) Held with Funds |
|
Term of Office and Length
of Time Served |
|
Principal Occupation(s) During the Past
5 Years |
Joshua D. Ratner2
1976 |
|
Senior Vice President |
|
Since 2019 |
|
Executive Vice President and Head of Americas Operations, PIMCO. Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
Peter G. Strelow1
1970
|
|
Senior Vice President |
|
Since 2019 |
|
Managing Director and Co-Chief Operating Officer, PIMCO. Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Chief Administrative Officer, PIMCO. |
|
|
|
|
Wu-Kwan Kit1
1981 |
|
Vice President, Senior Counsel and Secretary |
|
Since 2018 |
|
Senior Vice President and Senior Counsel, PIMCO. Vice President, Senior Counsel and Secretary, PIMCO-Managed Funds, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. Assistant Secretary, PIMCO Funds,
PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Assistant General Counsel, VanEck Associates Corp. |
|
|
|
|
Douglas B. Burrill2
1980 |
|
Vice President |
|
Since August 2022 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real
Estate Income Fund. |
47
|
|
|
|
|
|
|
Name, Address and Year of Birth |
|
Position(s) Held with Funds |
|
Term of Office and Length
of Time Served |
|
Principal Occupation(s) During the Past
5 Years |
Elizabeth A. Duggan1
1964 |
|
Vice President |
|
Since 2021 |
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible
Real Estate Income Fund. |
|
|
|
|
Mark A. Jelic1
1981 |
|
Vice President |
|
Since 2021 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real
Estate Income Fund. |
|
|
|
|
Kenneth W. Lee1
1972 |
|
Vice President |
|
Since August 2022 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real
Estate Income Fund. |
|
|
|
|
Brian J. Pittluck1 1977 |
|
Vice President |
|
Since 2020 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real
Estate Income Fund. |
48
|
|
|
|
|
|
|
Name, Address and Year of Birth |
|
Position(s) Held with Funds |
|
Term of Office and Length
of Time Served |
|
Principal Occupation(s) During the Past
5 Years |
Keith A. Werber1
1973 |
|
Vice President |
|
Since June 2022 |
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible
Real Estate Income Fund. |
|
|
|
|
Bijal Y. Parikh1
1978 |
|
Treasurer |
|
Since 2021 |
|
Executive Vice President, PIMCO. Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Flexible Real Estate Income Fund. |
|
|
|
|
Brandon T. Evans1
1982 |
|
Deputy Treasurer |
|
Since March 2022 |
|
Senior Vice President, PIMCO. Deputy Treasurer, PIMCO-Managed Funds. Assistant Treasurer, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, Equity Series VIT and PIMCO Flexible Real Estate Income
Fund. |
|
|
|
|
Erik C. Brown3 1967 |
|
Assistant Treasurer |
|
Since 2015 |
|
Executive Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO
Flexible Real Estate Income Fund. |
49
|
|
|
|
|
|
|
Name, Address and Year of Birth |
|
Position(s) Held with Funds |
|
Term of Office and Length
of Time Served |
|
Principal Occupation(s) During the Past
5 Years |
Maria M. Golota2
1983 |
|
Assistant Treasurer |
|
Since February 2023 |
|
Vice President, PIMCO. Assistant Treasurer, PIMCO Funds, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, PIMCO-Sponsored Interval Funds, PIMCO-Sponsored
Closed-End Funds and PIMCO Flexible Real Estate Income Fund. |
(1) |
The address of these officers is Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport
Beach, California 92660 |
(2) |
The address of these officers is Pacific Investment Management Company LLC, 1633 Broadway, New York, New York
10019 |
(3) |
The address of these officers is Pacific Investment Management Company LLC, 401 Congress Ave., Austin, Texas
78701 |
Each of the Funds executive officers is an interested person of the 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. The Manager serves as the investment manager of the Funds. Subject to the supervision of the Board of each Fund, the Manager is responsible for managing the investment activities of the Funds and the Funds business
affairs and other administrative matters. The Manager is located at 650 Newport Center Drive, Newport Beach, CA 92660. The Manager is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European insurance and financial services
company.
Independent Registered Public Accounting Firm. The Audit Oversight Committee of each Funds Board and the full
Board of each Fund unanimously selected PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending June 30, 2023. PwC served as the independent registered public accounting firm
of each Fund for the fiscal year ended June 30, 20226 and also serves as the independent registered public accounting firm of various other investment companies for which the Manager serves
as investment adviser. PwC is located at 1100 Walnut Street, Suite 1300,
6 |
Effective April 1, 2022, the end of the fiscal year of each of PHK, PFL and PFN changed from July 31
to June 30. |
50
Kansas City, MO 64106-219. None of the Funds know of any direct financial or material indirect financial interest of PwC in the Funds. 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 Funds Audit Oversight Committee has
adopted written policies relating to the pre-approval of audit and permitted non-audit services to be performed by the Funds independent registered public
accounting firm. Under the policies, on at least an annual basis, a Funds 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.
In addition, each Funds Audit
Oversight Committee pre-approves at least annually any permitted non-audit services (including audit-related services) to be provided by the independent registered
public accounting firm to the Manager and any entity controlling, controlled by, or under common control with the Manager that provides ongoing services to the Fund (together, the Service 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 Service 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 Service Affiliates for such services.
Each Funds Audit Oversight Committee may also from time to
time pre-approve individual non-audit services to be provided to the Fund or a Service Affiliate that were not pre-approved as
part of the annual process described above. A member of the Audit Oversight Committee to whom this responsibility has been delegated (a Designated Member) may also pre-approve these individual non-audit services, provided that the fee for such services does not exceed a pre-determined dollar threshold. Any such pre-approval by
the Designated Member is reported to the full Audit Oversight Committee for ratification 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 Service 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).
51
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 Funds last two fiscal years as reflected below, the
Audit Fees billed by PwC to the Fund or to PIMCO with respect to the Fund are shown in the table below:
|
|
|
|
|
|
|
|
|
Fund |
|
Fiscal Year Ended |
|
|
Audit Fees |
|
NRGX |
|
|
June 30, 2022 |
|
|
$ |
120,666 |
|
|
|
|
June 30, 2021 |
|
|
$ |
120,086 |
|
RCS |
|
|
June 30, 2022 |
|
|
$ |
56,615 |
|
|
|
|
June 30, 2021 |
|
|
$ |
69,211 |
|
PGP |
|
|
June 30, 2022 |
|
|
$ |
53,742 |
|
|
|
|
June 30, 2021 |
|
|
$ |
60,761 |
|
PFL |
|
|
June 30, 2022 |
|
|
$ |
67,692 |
|
|
|
|
July 31, 2021 |
|
|
$ |
58,402 |
|
PFN |
|
|
June 30, 2022 |
|
|
$ |
78,001 |
|
|
|
|
July 31, 2021 |
|
|
$ |
68,736 |
|
PHK |
|
|
June 30, 2022 |
|
|
$ |
72,501 |
|
|
|
|
July 31, 2021 |
|
|
$ |
68,736 |
|
PDI |
|
|
June 30, 2022 |
|
|
$ |
294,718 |
|
|
|
|
June 30, 2021 |
|
|
$ |
190,993 |
|
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, attestation reports, comfort letters, and agreed-upon procedure
reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares for the Funds), if applicable. The table below shows, for each Funds last two fiscal years as reflected below, the Audit-Related Fees billed
by PwC to the Fund or to PIMCO with respect to the Fund. During those fiscal years, there were no Audit-Related Fees billed by PwC to the Funds Service Affiliates for audit-related services related directly to the operation and financial
reporting of the Funds.
|
|
|
|
|
|
|
|
|
Fund |
|
Fiscal Year Ended |
|
|
Audit-Related Fees |
|
NRGX |
|
|
June 30, 2022 |
|
|
$ |
|
|
|
|
|
June 30, 2021 |
|
|
$ |
|
|
RCS |
|
|
June 30, 2022 |
|
|
$ |
|
|
|
|
|
June 30, 2021 |
|
|
$ |
|
|
PGP |
|
|
June 30, 2022 |
|
|
$ |
|
|
|
|
|
June 30, 2021 |
|
|
$ |
|
|
52
|
|
|
|
|
|
|
|
|
Fund |
|
Fiscal Year Ended |
|
|
Audit-Related Fees |
|
PFL |
|
|
June 30, 2022 |
|
|
$ |
54,000 |
|
|
|
|
July 31, 2021 |
|
|
$ |
54,000 |
|
PFN |
|
|
June 30, 2022 |
|
|
$ |
54,000 |
|
|
|
|
July 31, 2020 |
|
|
$ |
54,000 |
|
PHK |
|
|
June 30, 2022 |
|
|
$ |
65,950 |
|
|
|
|
July 31, 2021 |
|
|
$ |
19,000 |
|
PDI |
|
|
June 30, 2022 |
|
|
$ |
365,950 |
|
|
|
|
June 30, 2021 |
|
|
$ |
130,000 |
|
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 Funds last two fiscal
years as reflected below, the aggregate Tax Fees billed by PwC to the Fund or to PIMCO with respect to the Fund. During those fiscal years, there were no Tax Fees billed by PwC to the Funds Service Affiliates for
tax-related services related directly to the operation and financial reporting of the Funds.
|
|
|
|
|
|
|
|
|
Fund |
|
Fiscal Year Ended |
|
|
Tax Fees |
|
NRGX |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
RCS |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
PGP |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
PFL |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
|
|
July 31, 2021 |
|
|
$ |
0 |
|
PFN |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
|
|
July 31, 2021 |
|
|
$ |
0 |
|
PHK |
|
|
June 30, 2021 |
|
|
$ |
0 |
|
|
|
|
July 31, 2021 |
|
|
$ |
0 |
|
PDI |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
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 Funds last two fiscal years, no such fees were billed by PwC to the Fund or the Funds Service 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.
53
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by PwC, during each Funds last two fiscal years as reflected below, for services rendered to each Fund and the Funds Service Affiliates are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Fiscal Year Ended |
|
|
Aggregate Non-Audit Fees for Fund |
|
|
Non-Audit Fees for Service Affiliates |
|
|
Aggregate Non-Audit Fees |
|
NRGX |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
$ |
13,128,802 |
|
|
$ |
13,128,802 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
|
$ |
15,411,504 |
|
|
$ |
15,411,504 |
|
RCS |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
$ |
13,128,802 |
|
|
$ |
13,128,802 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
|
$ |
15,411,504 |
|
|
$ |
15,411,504 |
|
PGP |
|
|
June 30, 2022 |
|
|
$ |
0 |
|
|
$ |
13,128,802 |
|
|
$ |
13,128,802 |
|
|
|
|
June 30, 2021 |
|
|
$ |
0 |
|
|
$ |
15,411,504 |
|
|
$ |
15,411,504 |
|
PFL |
|
|
June 30, 2022 |
|
|
$ |
54,000 |
|
|
$ |
13,128,802 |
|
|
$ |
13,182,802 |
|
|
|
|
July 31, 2021 |
|
|
$ |
54,000 |
|
|
$ |
18,863,643 |
|
|
$ |
15,465,504 |
|
PFN |
|
|
June 30, 2022 |
|
|
$ |
54,000 |
|
|
$ |
13,128,802 |
|
|
$ |
13,182,802 |
|
|
|
|
July 31, 2021 |
|
|
$ |
54,000 |
|
|
$ |
15,411,504 |
|
|
$ |
15,465,504 |
|
PHK |
|
|
June 30, 2022 |
|
|
$ |
65,950 |
|
|
$ |
13,128,802 |
|
|
$ |
13,194,752 |
|
|
|
|
July 31, 2021 |
|
|
$ |
19,000 |
|
|
$ |
15,411,504 |
|
|
$ |
15,430,504 |
|
PDI |
|
|
June 30, 2022 |
|
|
$ |
365,950 |
|
|
$ |
13,128,802 |
|
|
$ |
13,494,752 |
|
|
|
|
June 30, 2021 |
|
|
$ |
130,000 |
|
|
$ |
154,411,504 |
|
|
$ |
15,541,504 |
|
|
Includes the sum of the Aggregate Non-Audit Fees for Fund and the Non-Audit Fees for Service Affiliates as noted in the columns to the left. |
The table
below shows a breakdown of the fees billed by PwC to each Fund, or to PIMCO with respect to each Fund, for the most recently completed fiscal year attributable the following categories: 1) Audit Fees, 2) Audit-Related Fees, 3) Tax
Compliance/Preparation fees and 4) All Other Fees, as well as the percentage of the total fees billed attributable to the All Other Fees category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NRGX (Fiscal Year Ended June 30, 2022) |
|
|
RCS (Fiscal Year Ended June 30, 2022) |
|
|
PGP (Fiscal Year Ended June 30, 2022) |
|
|
PFL (Fiscal Year Ended June 30, 2022) |
|
|
PFN (Fiscal Year Ended June 30, 2022) |
|
|
PHK (Fiscal Year Ended June 30, 2022) |
|
|
PDI (Fiscal Year Ended June 30, 2022) |
|
Audit Fees |
|
$ |
120,666 |
|
|
$ |
56,615 |
|
|
$ |
53,742 |
|
|
$ |
67,692 |
|
|
$ |
78,001 |
|
|
$ |
72,501 |
|
|
$ |
294,718 |
|
Audit-Related Fees |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
54,000 |
|
|
$ |
54,000 |
|
|
$ |
65,950 |
|
|
$ |
365,950 |
|
Tax Compliance/Tax Return Preparation Fees |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
All Other Fees |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Percentage of Total Fees attributable to All Other Fees |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Each Funds Audit Oversight Committee has determined that the provision by PwC of non-audit services to the Funds Service Affiliates that were not
54
pre-approved by the Committee was compatible with maintaining the independence of PwC as the Funds principal auditors.
Other Business. As of the date of this Proxy Statement, each Funds 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, Meeting Logistics and Methods of Tabulation. A quorum for each of PGP, PFL, PFN, PHK and PDI at the Meeting will
consist of the presence in person or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Meeting, except that, where any Preferred Shares or Common Shares will vote as separate classes, then 30% of the
shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. A quorum for NRGX at the Meeting will consist of the presence in person or by proxy of thirty percent and one-third (33 1/3%) of the total Shares of the Fund entitled to vote at such Meeting. For RCS, the presence at the Meeting, in person or by proxy, of Shareholders entitled to cast a majority of the votes entitled to
be cast shall be necessary and sufficient to constitute a quorum. If the quorum required for a Proposal has not been met, the persons named as proxies may propose adjournment of the Meeting with respect to such Proposal and, if adjournment is
proposed, will vote all Shares that they are entitled to vote in favor of such adjournment. Any adjournments with respect to the Proposal for a Fund will require, with respect to NRGX, PGP, PFL, PFN, PHK and PDI, the affirmative vote of a majority
of the votes cast upon the question for the relevant Fund, and, with respect to RCS, the affirmative vote of a majority of the Shares of RCS entitled to vote thereon and present in person or represented by proxy at the session of the Meeting to be
adjourned. However, where any Preferred Shares or Common Shares will vote as separate classes, the affirmative vote of a plurality of shares of the applicable class present in person or by proxy at the session of the Meeting to be adjourned will be
necessary to adjourn the Meeting with respect to that class. The costs of any additional solicitation and of any adjourned session will be borne by PIMCO under its investment management agreement with the Funds. Any proposal properly brought
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 with respect to which a quorum has not been reached. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by the Funds 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.
55
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by NRGX,
PGP, PFL, PFN, PHK and PDI as tellers and by RCS as inspectors (collectively, 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). For a proposal requiring approval of a
plurality of votes cast, such as the election of Trustees, abstentions and broker non-votes will not be counted towards the achievement of a plurality of votes cast for a nominee and will have no effect on the
outcome of the proposal. In the case of a contested election, abstentions and non-votes may require a nominee to receive a higher percentage of the votes cast in order to achieve a plurality of the votes cast
but will not be counted as votes against such nominees election.
PIMCO is sensitive to the health and travel concerns of the
Funds shareholders and the evolving recommendations from public health officials. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting
the Meeting may change. In the event of such a change, the Funds will issue a press release announcing the change and file the announcement on the SECs EDGAR system, among other steps, but may not deliver additional soliciting materials to
shareholders or otherwise amend the Funds proxy materials. The Funds may consider imposing additional procedures or limitations on Meeting attendees or conducting the Meeting as a virtual shareholder meeting through the internet or
other electronic means in lieu of an in-person meeting, subject to any restrictions imposed by applicable law. If the Meeting will be held virtually in whole or in part, a Fund will notify its shareholders of
such plans in a timely manner and disclose clear directions as to the logistical details of the virtual meeting, including how shareholders can remotely access, participate in and vote at such meeting. The Funds plan to announce these
changes, if any, at pimco.com/closedendfunds, and encourage you to check this website prior to the Meeting if you plan to attend. Please note that any shareholder wishing to attend the Meeting in-person is
required to comply with any health regulations adopted by federal, state and local governments and PIMCO.
56
Reports to Shareholders. Below is the date on or about which the Annual Reports to
Shareholders for the most recently completed fiscal year of each Fund was mailed:
|
|
|
Fund |
|
Mail Date for Annual Report to Shareholders for the Most Recently Completed Fiscal Year |
NRGX/RCS/PGP/PFL/PFN/PHK/PDI |
|
September 8, 2022 |
Additional copies of the Funds Annual Reports and Semi-Annual Reports may be obtained without charge
from the Funds by calling 1-(844)-337-4626, by visiting the Funds website at pimco.com/closedendfunds or by writing to the Funds at 1633 Broadway, New York, New York 10019.
Shareholder Proposals for the Annual Meeting held during the 2023-2024 Fiscal Year. It is currently anticipated that
each Funds next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in June 2024. Proposals of Shareholders intended to be presented at that annual meeting of each Fund must be received by each Fund
no later than January 20, 2024 for inclusion in each Funds 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 Funds Bylaws. Shareholders submitting any other proposals (including proposals to
elect Trustee nominees) for each Fund intended to be presented at the annual meeting held during the 2023-2024 fiscal year (i.e., other than those to be included in the Funds proxy materials) must ensure that such proposals are received
by each Fund, in good order and complying with all applicable legal requirements and requirements set forth in each Funds Bylaws. Each Funds 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 years 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 Funds 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 June 29 anniversary of this years meeting, such proposals must be received no earlier than March 20, 2024 and no later than April 4, 2024 for each Fund. If a
Shareholder who wishes to present a proposal fails to notify the Fund
57
within these dates described above, the proxies solicited for the meeting will be voted on the Shareholders proposal, if it is properly brought before the meeting, in accordance with the
judgment of the persons named in the enclosed proxy card(s). If a Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SECs 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
APPLICABLE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
May 18, 2023
58
Exhibit A to Proxy Statement
PIMCO Sponsored Closed-End Funds
Audit Oversight Committee Charter
(Adopted as of January 14, 2004,
as amended through January 1, 2022)
The Board of Trustees (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 Committees general purpose is to oversee the Funds accounting and financial reporting policies and practices and its internal
controls, including by assisting with the Boards oversight of the integrity of the Funds financial statements, the Funds compliance with legal and regulatory requirements relevant to financial reporting matters, the qualifications
and independence of the Funds independent auditors, and the performance of the Funds internal control systems and independent auditors. The Committees purpose is also to prepare reports required by Securities and Exchange
Commission rules to be included in the Funds annual proxy statements, if any.
The Committees 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 Funds 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 Funds
internal control systems, and the independent auditors are responsible for conducting a proper audit of the Funds 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.
A-1
Each member of the Committee shall be entitled to rely on (i) the integrity of those 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.
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 forth 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.
Unless the Board otherwise
determines, at least one member of the Committee shall be determined by the Board to be an audit committee financial expert (as defined for purposes of Form N-CSR).
One or more members of the Committee may be designated by the Board as the Committees chair or vice chair, as the case may be, and shall
serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to management regarding its establishment
of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface with
management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems
appropriate.
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Responsibilities and Duties
The Committees policies and procedures shall remain flexible to facilitate the Committees 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 Funds independent auditors 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 independent auditors shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The Funds independent auditors must
report directly to the Committee, which shall be responsible for resolution of disagreements between management and the independent auditors relating to financial reporting.
2. To consider the independence of the Funds independent auditors at least annually, and in connection therewith receive on a periodic
basis formal written disclosures and letters from the independent auditors as required by the applicable rules of the Public Company Accounting Oversight Board (the PCAOB).
3. To the extent required by applicable regulations, pre-approve (i) all audit and permitted
non-audit services rendered by the independent auditors to the Fund and (ii) all non-audit services rendered by the independent auditors to the Funds 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 and approve the fees charged by the independent auditors 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 Funds independent auditors.
6. Obtain and review at least annually a report from the independent auditors describing (i) the accounting firms internal
quality-control procedures and (ii) any material issues raised (a) by the accounting firms most recent internal quality-control review or peer review or (b) by any governmental or
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other professional inquiry or investigation performed within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to address any such
issues.
7. Review with the Funds independent auditors 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
independent auditors to review and discuss the Funds annual audited financial statements, including a review of any specific disclosures of managements discussion of the Funds investment performance; and, with respect to the
Funds audited financial statements, discuss with the independent auditors matters required by the applicable rules of the PCAOB 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 Funds audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Funds Annual Report.
Meet with management to review and discuss the Funds unaudited financial statements included in the semi-annual report, including, if
any, a review of any specific disclosure of managements discussion of the Funds investment performance.
9. Discuss with
management and the independent auditors the Funds unaudited financial statements.
10. Review with the independent auditors any
audit problems or difficulties encountered in the course of their audit work and managements responses thereto.
11. Review with
management and, as applicable, with the independent auditors the Funds accounting and financial reporting policies, practices and internal controls, managements guidelines and policies with respect to risk assessment and risk management,
including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the independent auditors.
12. Discuss with management any press releases discussing the Funds 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.
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13. 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 Funds 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.
14. Investigate or initiate the investigation of any fraud, improprieties or suspected improprieties in the Funds accounting operations
or financial reporting.
15. Review with counsel legal and regulatory matters that have a material impact on the Funds financial and
accounting reporting policies and practices or its internal controls.
16. Report to the Board on a regular basis (at least annually) on
the Committees activities.
17. Perform such other functions consistent with this Charter, the Agreement and Declaration of Trust,
Articles of Incorporation and/or 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.
Scope of Responsibility
This Charter shall not be read to impose on the Committee or any member thereof any responsibility to take any action or supervise any activity
of the Funds not otherwise specifically imposed by this Charter or applicable law on the Committee (acting as a body) or any member of the Committee (acting individually). The Committee and members thereof shall be held to the same standard of care,
as applicable, generally applied to the Board or a Trustee under applicable law, and service on the Committee shall not cause any member thereof to be held to a standard of care different from that applicable to his or her service on the Board
generally. The designation of a Committee member as an audit committee financial expert does not impose on such person any duties or responsibilities that are greater than the duties and responsibilities imposed on such person as a member of the
Committee and the Board. The designation of an audit committee financial expert also does not affect the duties or responsibilities of any other member of the Committee or the Board.
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Meetings
At least annually, the Committee shall meet separately with the independent auditors 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 Funds expense independent counsel and other experts and consultants whose expertise the Committee considers necessary to carry out its responsibilities. The Fund shall provide for, or arrange
for the provision of, appropriate funding, as determined by the Committee, for the payment of: (i) compensation of the Funds independent auditors for the issuance of an audit report relating to the Funds 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.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the Charter at any time on the Boards own motion.
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Appendix A
Funds Subject to this Charter
(As of December 14, 2022)
PCM FUND, INC. (PCM)
PIMCO
MUNICIPAL INCOME FUND (PMF)
PIMCO MUNICIPAL INCOME II FUND (PML)
PIMCO MUNICIPAL INCOME III FUND (PMX)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND (PCQ)
PIMCO CALIFORNIA MUNICIPAL INCOME II FUND (PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME III FUND (PZC)
PIMCO NEW YORK MUNICIPAL INCOME FUND (PNF)
PIMCO NEW YORK MUNICIPAL INCOME II FUND (PNI)
PIMCO NEW YORK MUNICIPAL INCOME III FUND (PYN)
PIMCO CORPORATE AND INCOME STRATEGY FUND (PCN)
PIMCO CORPORATE AND INCOME OPPORTUNITY FUND (PTY)
PIMCO HIGH INCOME FUND (PHK)
PIMCO
INCOME STRATEGY FUND (PFL)
PIMCO INCOME STRATEGY II FUND (PFN)
PIMCO INCOME OPPORTUNITY FUND (PKO)
PIMCO GLOBAL STOCKSPLUS & INCOME FUND (PGP)
PIMCO STRATEGIC INCOME FUND, INC. FUND (RCS)
PIMCO DYNAMIC INCOME FUND (PDI)
PIMCO DYNAMIC INCOME OPPORTUNITIES FUND (PDO)
PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND (NRGX)
PIMCO ACCESS INCOME FUND (PAXS)
PIMCO MUNICIPAL CREDIT INCOME FUND (PMC)
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Exhibit B to Proxy Statement
Governance and Nominating Committee Charter
PIMCO Managed Accounts Trust and
PIMCO Sponsored Closed-End Funds
PIMCO Sponsored Interval Funds
The Boards of Directors/Trustees (the Boards) of each Trust and respective series thereof (each Trust or series, a
Fund) have adopted this Charter to govern the activities of the Governance and Nominating Committee (the Committee) of each Board.
Statement of Purpose and Responsibility
The primary purpose and responsibility of each Committee are (i) advising and making recommendations to the Board on matters concerning
Board governance and related Trustee practices, and (ii) the screening and nomination of candidates for election to the Board as Independent Directors/Trustees, as defined below.
Organization
1. Each Committee shall be
comprised of as many Directors/Trustees as the Board shall determine, but in any event not fewer than two (2) Directors/Trustees. Each Committee must consist entirely of Board members who are not interested persons of the relevant
Funds (Independent Trustees), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Each Board may remove or replace any member of the Committee at any time in its sole discretion.
2. One or more members of a Committee may be designated by the Board as the Committees chair or vice chair, as the case may be, and
shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to management regarding its
establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface
with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems
appropriate.
B-1
3. The Committee will have at least one regularly scheduled meeting per year to consider the
compensation of Independent Trustees and other matters the Committee deems appropriate. Additional Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with each Funds
Bylaws.
Duties and Responsibilities for Governance Matters
1. Overview of Responsibilities. The responsibilities of the Committee of each Fund include considering and making recommendations to
the Board regarding: (1) governance, retirement and other policies, procedures and practices relating to the Board and the Trustees; (2) in consultation with the Chair of the Trustees, matters concerning the functions and duties of the
Trustees and committees of the Board; (3) the size of the Board and, in consultation with the Chair of the Trustees, the Boards committees and their composition; and (4) Board and committee meeting procedures, including the
appropriateness and adequacy of the information supplied to the Trustees in connection with such meetings.
2. Trustee
Compensation. The Committee will periodically review and recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by each Fund to the Independent Trustees for their services on
the Board and any committees of the Board.
3. Board Governance Policies. The Committee shall review the Board Governance Policies
designed to enhance the independence and effectiveness of the Independent Trustees in serving the interests of the Funds and their shareholders. The Committee shall review these Policies no less than every two years and shall recommend any changes
to the Board for its approval.
4. The Committee shall discharge any other duties or responsibilities delegated to the Committee by the
Board from time to time.
Trustee Nominations
1. Qualifications for Director/Trustee Nominees. A Director/Trustee candidate must have a college degree or equivalent business
experience. The Committee may take into account a wide variety of factors in considering Director/Trustee candidates, 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) ability, judgment and expertise and (v) overall diversity of the Boards composition. The Committee shall
consider the effect of any relationships delineated in the 1940 Act or other types of relationships, (e.g.,
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business, financial or family relationships) with the investment adviser(s) or other principal service providers, which might impair independence.
2. Identification of Nominees. In identifying potential nominees for a Board, the Committee may consider candidates recommended by the
following sources: (i) the Funds current Directors/Trustees; (ii) the Funds officers; (iii) the Funds investment adviser or sub- advisers; (iv) shareholders of the Fund
(see below); and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm at the Funds expense to identify potential candidates. With respect to annual
nominations for the Closed-End Funds, absent circumstances warranting different action, the Board expects that such nominations will be made in a manner designed to maintain common Board membership with the
other Funds.
3. Consideration of Candidates Recommended By Shareholders. The Committee will consider and evaluate nominee
candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A (for PIMCO Managed Accounts Trust and PIMCO Sponsored Interval Funds) and Appendix B (for
the PIMCO Sponsored Closed-End Funds) to this Charter, as they may be amended from time to time by a Committee, set forth procedures that must be followed by shareholders to submit properly a nominee candidate to the Committee (recommendations not
properly submitted in accordance with Appendix A or Appendix B (as applicable) will not be considered by the Committee).
4.
Recommendation of Candidates to the Board. The Committee will recommend to the Board the Directors/Trustees candidates that it deems qualified to serve as Independent Trustees on the Board. To the extent practicable, the Committee will rank
such potential nominees for the Board in order of preference. The Committee may also consider and recommend to the Board Trustee candidates who would not qualify as Independent Trustees.
Operating Guidelines
1. 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 resources and authority necessary or appropriate for purposes of discharging its responsibilities
under this Charter, including the authority to engage such legal counsel and other experts and consultants at the Funds expense as the Committee, in its discretion, deems necessary or appropriate to carry out its responsibilities.
2. Absent actual knowledge to the contrary, each Committee member is entitled to rely upon (1) the integrity and competence of those
persons and
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organizations that render services to the Trust and from whom the Committee receives information or reports and (2) the accuracy and completeness (both at the time of presentation and on a
continuing basis, as appropriate) of the information and reports provided to the Committee by such persons or organizations. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any
additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of a Fund, under federal and state law.
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Appendix A
Procedures for Shareholders to Submit Nominee Candidates for PIMCO Managed Accounts Trust and PIMCO Sponsored Interval Funds
A shareholder of a Fund must follow the following procedures in order to submit properly a nominee recommendation for the Committees consideration.
1. |
The shareholder must submit any such recommendation (a Shareholder Recommendation) in writing to a
Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. Once each quarter, if any Shareholder Recommendations have been received by the Secretary during the quarter, the Secretary will inform the
Committee of the new Shareholder Recommendations. Because the Fund does not hold annual or other regular meetings of shareholders for the purpose of electing Trustees, the Committee will accept Shareholder Recommendations on a continuous basis.
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2. |
All Shareholder Recommendations properly submitted to a Fund will be held by the Secretary until such time as
(i) the Committee convenes to consider candidates to fill Board vacancies or newly created Board positions (a Trustee Consideration Meeting) or (ii) the Committee instructs the Secretary to discard a Shareholder Recommendation
following a Trustee Consideration Meeting or an Interim Evaluation (as defined below). |
3. |
At a Trustee Consideration Meeting, the Committee will consider each Shareholder Recommendation then held by
the Secretary. Following a Trustee Consideration Meeting, the Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary. |
4. |
A Committee may, in its discretion and at any time, convene to conduct an evaluation of validly submitted
Shareholder Recommendations (each such meeting, an Interim Evaluation) for the purpose of determining which Shareholder Recommendations will be considered at the next Trustee Consideration Meeting. Following an Interim Evaluation, the
Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary. |
5. |
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
date of birth, business address, residence address and nationality of the person recommended by the shareholder (the candidate); (B) the number of shares of (and class, if any) of the Fund(s) owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d),
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(e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other
information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Trustees or directors pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an interested person of the Fund (as defined in the Investment Company
Act of 1940, as amended) and, if not an interested person, information regarding the candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected; (iii) the recommending shareholders name as it appears on the Funds books; (iv) the number of shares of (and class, if any) of the Fund(s) owned beneficially and of record by the
recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being
made by the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to
satisfy applicable law. |
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Appendix B
Procedures for Shareholders to Submit Nominee Candidates for
the PIMCO Sponsored Closed-End Funds
A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committees consideration.
1. |
The shareholder/stockholder must submit any such recommendation (a Shareholder Recommendation) in
writing to a Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. |
2. |
The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices
of a Fund not less than forty-five (45) calendar days nor more than seventy-five (75) calendar days prior to the date of the Board or shareholder meeting at which the nominee would be elected. |
3. |
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the candidate); (B) the class and number of all shares of the Fund owned of record or beneficially by the candidate, as
reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item
22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the Exchange Act), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted
by the Securities and Exchange Commission or any successor agency applicable to the Fund); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing
required to be made in connection with solicitation of proxies for election of Directors/Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the
recommending shareholder believes that the candidate is or will be an interested person of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if not an interested person, information regarding the
candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director/Trustee if elected; (iii) the recommending
shareholders name as it appears on the Funds books; (iv) the class and number of all shares of the Fund owned beneficially and of record by the recommending shareholder; and (v) a description of all
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B-7
|
arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by
the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board.
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Exhibit C to Proxy Statement
Report of Audit Oversight Committees
of the Boards of Trustees/Directors of
PCM Fund, Inc. (PCM)
PIMCO Access
Income Fund (PAXS)
PIMCO Corporate & Income Opportunity Fund (PTY)
PIMCO Corporate & Income Strategy Fund (PCN)
PIMCO Dynamic Income Fund (PDI)
PIMCO Dynamic Income Opportunities Fund (PDO)
PIMCO Energy and Tactical Credit Opportunities Fund (NRGX)
PIMCO Flexible Credit Income Fund (PFLEX)
PIMCO Flexible Emerging Markets Income Fund (EMFLX)
PIMCO Global StocksPLUS® & Income Fund (PGP)
PIMCO High Income Fund (PHK)
PIMCO
Income Strategy Fund (PFL)
PIMCO Income Strategy Fund II (PFN)
PIMCO Strategic Income Fund, Inc. (RCS)
(each, a Fund and, collectively, the Funds)
Dated August 25, 2022
The
Audit Oversight Committees (collectively, the Committee) oversee the Funds financial reporting process on behalf of the Board of Trustees/Directors of each Fund (collectively, the Board) and operate under a written
Charter adopted by the Board. The Committee meets with each Funds management (Management) and independent registered public accounting firm and reports the results of its activities to the Board. Management has the primary
responsibility for the financial statements and the reporting process, including the system of internal controls. In connection with the Committees and independent accountants responsibilities, Management has advised that the Funds
financial statements for the fiscal year ended June 30, 2022 were prepared in conformity with the generally accepted accounting principles.
The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (PwC), the Funds independent
registered public accounting firm, the audited financial statements for the fiscal year ended June 30, 2022. The Committee has discussed with PwC the matters required to be discussed by Statements on Auditing Standard No. 61 (SAS 61). SAS
61 requires the independent registered public accounting firm to communicate to the Committee matters including, if applicable: 1) methods used to account for significant unusual transactions; 2) the effect of significant accounting policies in
controversial or emerging areas for which there is a lack of authoritative guidance or consensus; 3) the process used by Management in formulating
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particularly sensitive accounting estimates and the basis for the auditors conclusions regarding the reasonableness of those estimates; and 4) disagreements with Management over the
application of accounting principles and certain other matters.
With respect to each Fund, the Committee has received the written
disclosure and the letter from PwC required by Rule 3526 of the Public Company Accounting Oversight Board (requiring registered public accounting firms to make written disclosure to and discuss with the Committee various matters relating to the
auditors independence), and has discussed with PwC their independence. The Committee has also reviewed the aggregate fees billed by PwC for professional services rendered to each Fund and, to the extent applicable with respect to each
Funds reporting period, for non-audit services provided to Pacific Investment Management Company LLC (PIMCO), the Funds investment manager, and any entity controlling, controlled by or
under common control with PIMCO that provided services to a Fund during its reporting period. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of the Funds independent
registered public accounting firm, whether the provision of such non-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this Report to the Board and recommends that (1) the audited
financial statements for the fiscal year ended June 30, 2022 be included in the Funds Annual Report to shareholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and, if applicable,
the New York Stock Exchange and (3) PwC be reappointed as the Funds independent registered public accounting firm for the fiscal year ending June 30, 2023.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Sarah E. Cogan
Deborah A. DeCotis,
Joseph B. Kittredge, Jr.,
Kathleen McCartney,
William B. Ogden, IV,
Alan Rappaport and
E. Grace Vandecruze
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CEF_PROXY_062923
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE
ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!