def14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Joint Proxy Statement |
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Soliciting Material Under Rule 14a-12 |
AGIC CONVERTIBLE & INCOME FUND
AGIC CONVERTIBLE & INCOME FUND II
AGIC EQUITY & CONVERTIBLE INCOME FUND
AGIC INTERNATIONAL & PREMIUM STRATEGY FUND
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
PIMCO GLOBAL STOCKSPLUS & INCOME FUND
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration
statement number, or the form or schedule and the date of its filing. |
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Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2011
c/o Allianz
Global Investors Fund Management LLC
1633 Broadway
New York, New York 10019
To the Shareholders of AGIC Convertible & Income Fund
(NCV), AGIC Convertible & Income
Fund II (NCZ), AGIC Equity &
Convertible Income Fund (NIE), AGIC
International & Premium Strategy Fund
(NAI), NFJ Dividend, Interest & Premium
Strategy Fund (NFJ), PIMCO Global
StocksPLUS®
& Income Fund (PGP) and PIMCO Strategic Global
Government Fund, Inc. (RCS) (each a Fund
and, collectively, the Funds):
Notice is hereby given that a Joint Annual Meeting of
Shareholders (the Meeting) of the Funds will be held
at the offices of Allianz Global Investors Fund Management
LLC (AGIFM or the Manager), at 1633
Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, on Wednesday,
July 20, 2011 at 10:30 A.M., Eastern Time, for NCV,
NCZ, NIE and NAI, at 11:30 A.M., Eastern Time, for NFJ, and
at 12:00 P.M., Eastern Time, for PGP and RCS, for the
following purposes, which are more fully described in the
accompanying Proxy Statement:
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1.
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To elect Trustees/Directors of each Fund, each to hold office
for the term indicated and until his or her successor shall have
been elected and qualified; and
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2.
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To transact such other business as may properly come before the
Meeting or any adjournment(s) or postponement(s) thereof.
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The Board of Trustees/Directors of each Fund has fixed the close
of business on May 12, 2011 as the record date for the
determination of shareholders entitled to notice of, and to vote
at, the Meeting or any adjournment or postponement thereof. The
enclosed proxy is being solicited on behalf of the Board of
Trustees/Directors of each Fund.
By order of the Board of Trustees/Directors of each Fund
Thomas J. Fuccillo
Secretary
New York, New York
June 16, 2011
It is important that your shares be represented at the
Meeting in person or by proxy, no matter how many shares you
own. If you do not expect to attend the Meeting, please
complete, date, sign and return the applicable enclosed proxy or
proxies in the accompanying envelope, which requires no postage
if mailed in the United States. Please mark and mail your proxy
or proxies promptly in order to save the Funds any additional
costs of further proxy solicitations and in order for the
Meeting to be held as scheduled.
AGIC
CONVERTIBLE & INCOME FUND (NCV)
AGIC CONVERTIBLE & INCOME FUND II
(NCZ)
AGIC EQUITY & CONVERTIBLE INCOME FUND
(NIE)
AGIC INTERNATIONAL & PREMIUM STRATEGY FUND
(NAI)
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
(NFJ)
PIMCO GLOBAL
STOCKSPLUS®
& INCOME FUND (PGP)
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.
(RCS)
c/o Allianz
Global Investors Fund Management LLC
1633 Broadway
New York, New York 10019
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
JULY 20, 2011
This 2011 Proxy Statement and the Annual Reports to Shareholders
for the fiscal years ended January 31, 2011 for NIE, NFJ
and RCS, February 28, 2011 for NCV, NCZ and NAI, and
March 31, 2011 for PGP are also available at
www.allianzinvestors.com.
PROXY STATEMENT
JUNE 16, 2011
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2011
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees/Directors (the
Board) of the shareholders of AGIC
Convertible & Income Fund (NCV), AGIC
Convertible & Income Fund II (NCZ),
AGIC Equity & Convertible Income Fund
(NIE), AGIC International & Premium
Strategy Fund (NAI), NFJ Dividend,
Interest & Premium Strategy Fund (NFJ),
PIMCO Global
StocksPLUS®
& Income Fund (PGP) and PIMCO Strategic Global
Government Fund, Inc. (RCS) (each a Fund
and, collectively, the Funds) of proxies to be voted
at the Joint Annual Meeting of Shareholders of the Funds and any
adjournment(s) or postponement(s) thereof (the
Meeting). The Meeting will be held at the offices of
Allianz Global Investors Fund Management LLC
(AGIFM or the Manager), at 1633
Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, on Wednesday,
July 20, 2011 at 10:30 A.M., Eastern Time, for NCV,
NCZ, NIE and NAI, at 11:30 A.M., Eastern Time, for NFJ, and
at 12:00 P.M., Eastern Time, for PGP and RCS.
The Notice of Joint Annual Meeting of Shareholders (the
Notice), this Proxy Statement and the enclosed proxy
cards are first being sent to Shareholders on or about
June 16, 2011.
The Meeting is scheduled as a joint meeting of the holders of
common shares of each Fund (the Common Shareholders)
and preferred shares of NCV and NCZ (the Preferred
Shareholders and, together with the Common Shareholders,
the Shareholders). The Shareholders of each Fund are
expected to consider and vote on similar matters. Shareholders
of each Fund will vote on the applicable proposal set forth
herein (the Proposal) and on any other matters that
may arise for that Fund. An unfavorable vote on a Proposal by
the Shareholders of one Fund will not affect the implementation
of the Proposal by another Fund if the Proposal is approved by
the Shareholders of such other Fund.
The Board of each Fund has fixed the close of business on
May 12, 2011 as the record date (the Record
Date) for the determination of Shareholders of each Fund
entitled to notice of, and to vote at, the Meeting. Shareholders
of each Fund on the Record Date will be entitled to one vote per
share on each matter to which they are entitled to vote and that
is to be voted on by Shareholders of the Fund, and a fractional
vote with
respect to fractional shares, with no cumulative voting rights
in the election of Trustees/Directors. The following table sets
forth the number of common shares (Common Shares)
and preferred shares (Preferred Shares and, together
with the Common Shares, the Shares) issued and
outstanding of each Fund at the close of business on the Record
Date:
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Outstanding
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Outstanding
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Common Shares
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Preferred Shares
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NCV
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74,734,988
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14,280
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NCZ
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62,016,949
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10,960
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NIE
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22,304,189
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N/A
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NAI
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9,949,161
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N/A
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NFJ
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94,524,325
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N/A
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PGP
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10,160,056
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N/A
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RCS
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39,725,390
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N/A
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The classes of Shares listed for each Fund in the table above
are the only classes of Shares currently authorized by that Fund.
At the Meeting, the election of certain Trustees (the
Preferred Shares Trustees) of NCV and NCZ will
be voted on exclusively by the Preferred Shareholders of each
Fund. On each other proposal to be brought before the Meeting
(including the election of the other nominees), such Preferred
Shareholders will have equal voting rights (i.e., one
vote per Share) with such Funds Common Shareholders and,
will vote together with Common Shareholders as a single class.
As summarized in the table below,
NCV:
The Common and Preferred Shareholders of NCV, voting together as
a single class, have the right to vote on the election of
Bradford K. Gallagher and Deborah A. Zoullas as Trustees of NCV;
the Preferred Shareholders of the Fund, voting as a separate
class, have the right to vote on the re-election of James A.
Jacobson as a Preferred Shares Trustee of NCV.
NCZ:
The Common and Preferred Shareholders of NCZ, voting together as
a single class, have the right to vote on the election of
Bradford K. Gallagher and Deborah A. Zoullas as Trustees of NCZ;
the Preferred Shareholders of the Fund, voting as a separate
class, have the right to vote on the re-election of James A.
Jacobson as a Preferred Shares Trustee of NCZ.
NIE:
The Shareholders of NIE, voting as a single class, have the
right to vote on the re-election of Hans W. Kertess, William B.
Ogden, IV and Alan Rappaport and the election of Bradford K.
Gallagher and Deborah A. Zoullas as Trustees of NIE.
NAI:
The Shareholders of NAI, voting as a single class, have the
right to vote on the re-election of John C. Maney and Alan
Rappaport and the election of Bradford K. Gallagher and Deborah
A. Zoullas as Trustees of NAI.
NFJ:
The Shareholders of NFJ, voting as a single class, have the
right to vote on the re-election of John C. Maney and Alan
Rappaport and the election of Bradford K. Gallagher and Deborah
A. Zoullas as Trustees of NFJ.
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PGP:
The Shareholders of PGP, voting as a single class, have the
right to vote on the re-election of John C. Maney and Alan
Rappaport and the election of Bradford K. Gallagher and Deborah
A. Zoullas as Trustees of PGP.
RCS:
The Shareholders of RCS, voting as a single class, have the
right to vote on the re-election of Hans W. Kertess and John C.
Maney and the election of Bradford K. Gallagher and Deborah A.
Zoullas as Directors of RCS.
Summary
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Common
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Preferred
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Proposal
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Shareholders
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Shareholders
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Election of Trustees/Directors
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NCV
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Independent Trustees/Nominees*
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Election of Bradford K. Gallagher
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ü
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ü
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Re-election of James A. Jacobson
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N/A
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ü
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Election of Deborah A. Zoullas
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ü
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ü
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NCZ
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Independent Trustees/Nominees*
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Election of Bradford K. Gallagher
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ü
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ü
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Re-election of James A. Jacobson
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N/A
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ü
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Election of Deborah A. Zoullas
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ü
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ü
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NIE
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Independent Trustees/Nominees*
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Election of Bradford K. Gallagher
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ü
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N/A
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Re-election of Hans W. Kertess
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ü
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N/A
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Re-election of William B. Ogden, IV
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ü
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N/A
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Re-election of Alan Rappaport
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ü
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N/A
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Election of Deborah A. Zoullas
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ü
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N/A
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NAI
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Independent Trustees/Nominees*
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Election of Bradford K. Gallagher
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ü
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N/A
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Re-election of Alan Rappaport
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ü
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N/A
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Election of Deborah A. Zoullas
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ü
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N/A
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Interested Trustee/Nominee
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Re-election of John C. Maney
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ü
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N/A
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NFJ
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Independent Trustees/Nominees*
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Election of Bradford K. Gallagher
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ü
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N/A
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Re-election of Alan Rappaport
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ü
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N/A
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Election of Deborah A. Zoullas
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ü
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N/A
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Interested Trustee/Nominee
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Re-election of John C. Maney
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ü
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N/A
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PGP
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Independent Trustees/Nominees*
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Election of Bradford K. Gallagher
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ü
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N/A
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Re-election of Alan Rappaport
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ü
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N/A
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Election of Deborah A. Zoullas
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ü
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N/A
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Interested Trustee/Nominee
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Re-election of John C. Maney
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ü
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N/A
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3
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Common
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Preferred
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Proposal
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Shareholders
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Shareholders
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RCS
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Independent Directors/Nominees*
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Election of Bradford K. Gallagher
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ü
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N/A
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Re-election of Hans W. Kertess
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ü
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N/A
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Election of Deborah A. Zoullas
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ü
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N/A
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Interested Director/Nominee
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Re-election of John C. Maney
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ü
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N/A
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* |
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Independent Trustees Independent
Directors or Independent Nominees are those
Trustees/Directors or nominees who are not interested
persons, as defined in the Investment Company Act of 1940,
as amended (the 1940 Act), of each Fund. |
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Mr. Maney is an interested person of each Fund,
as defined in Section 2(a)(19) of the 1940 Act, due to his
position as Chief Executive Officer of the Manager, among other
positions with the Manager and various affiliated entities. |
You may vote by mail by returning a properly executed proxy
card, by Internet, by going to the website listed on the proxy
card, by telephone using the toll-free number listed on the
proxy card or in person by attending the Meeting. Shares
represented by duly executed and timely delivered proxies will
be voted as instructed on the proxy. If you execute and mail the
enclosed proxy and no choice is indicated for the election of
Trustees/Directors listed in the attached Notice, your proxy
will be voted in favor of the election of all nominees. At any
time before it has been voted, your proxy may be revoked in one
of the following ways: (i) by delivering a signed, written
letter of revocation to the Secretary of the appropriate Fund at
1633 Broadway, New York, New York 10019, (ii) by properly
executing and submitting a later-dated proxy vote, or
(iii) by attending the Meeting and voting in person. Please
call
1-800-254-5197
for information on how to obtain directions to be able to attend
the Meeting and vote in person. If any proposal, other than the
Proposals set forth herein, properly comes before the Meeting,
including any adjournment thereof, the persons named as proxies
will vote in their sole discretion.
The principal executive offices of the Funds are located at 1633
Broadway, New York, New York 10019. AGIFM serves as the
investment manager of each Fund and retains its affiliates, NFJ
Investment Group LLC (NFJ Group) to serve as a
sub-adviser
with respect to a portion of the assets of NFJ, Allianz Global
Investors Capital LLC (AGIC) to serve as a
sub-adviser
to NIE, NAI, NCV and NCZ and with respect to a portion of the
assets of NFJ, and Pacific Investment Management Company LLC
(PIMCO), to serve as the
sub-adviser
to PGP and RCS. NFJ Group, AGIC and PIMCO are collectively
referred to as the
Sub-Advisers.
Additional information regarding the Manager and the
Sub-Advisers
may be found under Additional Information
Investment Manager and
Sub-Advisers
below.
The solicitation will be primarily by mail and the cost of
soliciting proxies for a Fund will be borne individually by each
Fund. Certain officers of the Funds and certain officers and
employees of the Manager or its affiliates (none of whom will
receive additional compensation therefore) may solicit proxies
by telephone, mail,
e-mail and
personal interviews. Any out-of pocket expenses incurred in
connection with the solicitation will be borne by each Fund
based on its relative net assets.
As of the Record Date, the Trustees/Directors and
nominees and the officers of each Fund as a group and
individually beneficially owned less than one percent (1%) of
each Funds outstanding Shares and, to the knowledge of the
Funds, the following entities beneficially owned more than five
percent (5%) of a Class of a Fund as indicated:
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Beneficial Owner
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Fund
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Percentage of Ownership of Class
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UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
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NCV
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55.34% of Preferred Shares
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4
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Beneficial Owner
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Fund
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Percentage of Ownership of Class
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First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
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NCV
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6.5% of Common Shares
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UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
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NCZ
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51.15% of Preferred Shares
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First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
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NCZ
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5.5% of Common Shares
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First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
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NIE
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23.9% of Common Shares
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First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
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NAI
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21.3% of Common Shares
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Morgan Stanley
Morgan Stanley Smith Barney LLC
1585 Broadway
New York, New York 10036
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NFJ
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6.8% of Common Shares
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PROPOSAL:
ELECTION OF TRUSTEES/DIRECTORS
In accordance with RCS Articles of Incorporation, as
amended (the Articles), and with each of the other
Funds Amended and Restated Agreement and Declaration of
Trust (each a Declaration), the Trustees/Directors
have been divided into the following three classes (each a
Class): Class I, Class II and
Class III. On March 7, 2011, Deborah A. Zoullas was
appointed to serve as a Trustee/Director to fill a Class II
vacancy on NCZ, NAI, NFJ and PGP and to fill a Class III
vacancy on NCV, NIE and RCS. In September 2010, the Board of
each Fund appointed Bradford K. Gallagher to serve as a
Trustee/Director to fill a Class II vacancy on NCV, NCZ,
NAI, NFJ, PGP and RCS and a Class III vacancy on NIE,
resulting from the retirement of R. Peter Sullivan III, who
formerly served as a Trustee/Director of each Fund. Accordingly,
the Nominating Committee has recommended Ms. Zoullas and
Mr. Gallagher for election as a Trustee/Director by the
Shareholders of each Fund. The Nominating Committee has also
recommended the other nominees listed herein for re-election by
the Shareholders as Trustees/Directors to the applicable Funds.
NCV. With respect to NCV, the term of office
of the Class II Trustees will expire at the Meeting; the
term of office of the Class III Trustees will expire at the
2012 annual meeting of shareholders; and the term of office of
the Class I Trustees will expire at the 2013 annual meeting
of shareholders. Currently, Bradford K. Gallagher and James A.
Jacobson are Class II Trustees and Deborah A. Zoullas is a
Class III Trustee. The Nominating Committee has recommended
to the Board that Mr. Gallagher be nominated for election
by the Common and Preferred Shareholders, voting as a single
class, as a Class II Trustee, Mr. Jacobson be
nominated for re-election by the Preferred Shareholders, voting
as a separate class, as a Class II Preferred
Shares Trustee and Ms. Zoullas be nominated for
election by the Common and Preferred Shareholders, voting as a
single class, as a Class III Trustee at the Meeting.
Consistent with the Funds Declaration, if elected, the
nominees shall hold office for terms coinciding with the Classes
of Trustees to which they have been
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designated. Therefore, if elected at the Meeting,
Messrs. Gallagher and Jacobson will serve a term consistent
with the Class II Trustees, which will expire at the
Funds 2014 annual meeting. If elected at the Meeting,
Ms. Zoullas will serve a term consistent with the
Class III Trustees, which will expire at the Funds
2012 annual meeting.
NCZ. With respect to NCZ, the term of office
of the Class II Trustees will expire at the Meeting; the
term of office of the Class III Trustees will expire at the
2012 annual meeting of shareholders; and the term of office of
the Class I Trustees will expire at the 2013 annual meeting
of shareholders. Currently, Bradford K. Gallagher, James A.
Jacobson and Deborah A. Zoullas are Class II Trustees. The
Nominating Committee has recommended to the Board that
Ms. Zoullas and Mr. Gallagher be nominated for
election by the Common and Preferred Shareholders, voting as a
single class, as Class II Trustees and Mr. Jacobson be
nominated for re-election by the Preferred Shareholders, voting
as a separate class, as a Class II Preferred
Shares Trustee. Consistent with the Funds
Declaration, if elected, the nominees shall hold office for
terms coinciding with the Classes of Trustees to which they have
been designated. Therefore, if elected at the Meeting,
Messrs. Jacobson and Gallagher and Ms. Zoullas will
serve a term consistent with the Class II Trustees, which
will expire at the Funds 2014 annual meeting.
NIE. With respect to NIE, 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
2012 annual meeting of shareholders; and the term of office of
the Class III Trustees will expire at the 2013 annual
meeting of shareholders. Currently, Hans W. Kertess, William B.
Ogden, IV and Alan Rappaport are Class I Trustees and
Bradford K. Gallagher and Deborah A. Zoullas are Class III
Trustees. The Nominating Committee has recommended to the Board
that Messrs. Kertess, Ogden and Rappaport be nominated for
re-election as Class I Trustees and Mr. Gallagher and
Ms. Zoullas be nominated for election by Shareholders as
Class III Trustees at the Meeting. Consistent with the
Funds Declaration, if elected, the nominees shall hold
office for terms coinciding with the Classes of Trustees to
which they have been designated. Therefore, if elected at the
Meeting, Messrs. Kertess, Ogden and Rappaport will serve a
term consistent with the Class I Trustees, which will
expire at the Funds 2014 annual meeting. If elected at the
Meeting, Mr. Gallagher and Ms. Zoullas will serve a
term consistent with the Class III Trustees, which will
expire at the Funds 2013 annual meeting.
NAI. With respect to NAI, the term of office
of the Class III Trustees will expire at the Meeting; the
term of office of the Class I Trustees will expire at the
2012 annual meeting of shareholders; and the term of office of
the Class II Trustees will expire at the 2013 annual
meeting of shareholders. Currently, John C. Maney and Alan
Rappaport are Class III Trustees and Bradford K. Gallagher
and Deborah A. Zoullas are Class II Trustees. The
Nominating Committee has recommended to the Board that
Messrs. Maney and Rappaport be nominated for re-election by
Shareholders as Class III Trustees and Mr. Gallagher
and Ms. Zoullas be nominated for election by Shareholders
as Class II Trustees at the Meeting. Consistent with the
Funds Declaration, if elected, the nominees shall hold
office for terms coinciding with the Classes of Trustees to
which they have been designated. Therefore, if elected at the
Meeting, Messrs. Maney and Rappaport will serve a term
consistent with the Class III Trustees, which will expire
at the Funds 2014 annual meeting. If elected at the
Meeting, Mr. Gallagher and Ms. Zoullas will serve a
term consistent with the Class II Trustees, which will
expire at the Funds 2013 annual meeting.
NFJ. With respect to NFJ, the term of office
of the Class III Trustees will expire at the Meeting; the
term of office of the Class I Trustees will expire at the
2012 annual meeting of shareholders; and the term of office of
the Class II Trustees will expire at the 2013 annual
meeting of shareholders. Currently, John C. Maney and Alan
Rappaport are Class III Trustees and Bradford K. Gallagher
and Deborah A. Zoullas are Class II Trustees. The
Nominating Committee has recommended to the Board that
Messrs. Maney and Rappaport be nominated for re-election
and Mr. Gallagher and Ms. Zoullas be nominated for
election by Shareholders as Class II Trustees at the
Meeting. Consistent with the Funds Declaration, if
elected, the nominees shall hold office for terms coinciding
with the Classes of Trustees to which they have been designated.
Therefore, if elected at the Meeting, Messrs. Maney and
Rappaport will serve a term consistent with the Class III
Trustees, which will expire at the Funds 2014 annual
meeting. If elected at the Meeting, Mr. Gallagher and
Ms. Zoullas will serve a term consistent with the
Class II Trustees, which will expire at the Funds
2013 annual meeting.
6
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
2012 annual meeting of shareholders; and the term of office of
the Class II Trustees will expire at the 2013 annual
meeting of shareholders. Currently, John C. Maney and Alan
Rappaport are Class III Trustees and Bradford K. Gallagher
and Deborah A. Zoullas are Class II Trustees. The
Nominating Committee has recommended to the Board that
Messrs. Maney and Rappaport be nominated for re-election by
Shareholders as Class III Trustees and Mr. Gallagher
and Ms. Zoullas be nominated for election by Shareholders
as Class II Trustees at the Meeting. Consistent with the
Funds Declaration, if elected, the nominees shall hold
office for terms coinciding with the Classes of Trustees to
which they have been designated. Therefore, if elected at the
Meeting, Messrs. Maney and Rappaport will serve a term
consistent with the Class III Trustees, which will expire
at the Funds 2014 annual meeting. If elected at the
Meeting, Mr. Gallagher and Ms. Zoullas will serve a
term consistent with the Class II Trustees, which will
expire at the Funds 2013 annual meeting.
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 2012 annual meeting of shareholders; and the term of office
of the Class I Directors will expire at the 2013 annual
meeting of shareholders. Currently, Bradford K. Gallagher, Hans
W. Kertess and John C. Maney are Class II Directors and
Deborah A. Zoullas is a Class III Director. The Nominating
Committee has recommended to the Board that Messrs. Kertess
and Maney be nominated for re-election by Shareholders as
Class II Directors, Mr. Gallagher be nominated for
election by Shareholders as a Class II Director and
Ms. Zoullas be nominated for election by Shareholders as a
Class III Director at the Meeting. Consistent with the
Funds Articles, if elected, the nominees shall hold office
for terms coinciding with the Classes of Directors to which they
have been designated. Therefore, if elected at the Meeting,
Messrs. Gallagher, Kertess and Maney will serve a term
consistent with the Class II Directors, which will expire
at the Funds 2014 annual meeting, and Ms. Zoullas
will serve a term consistent with the Class III Directors,
which will expire at the Funds 2012 annual meeting.
All members of each Board of NCV, NCZ, NIE, NAI, NFJ and PGP are
and will remain, if elected, Continuing Trustees, as
such term is defined in the Declarations of those Funds, having
either served as Trustee since the inception of the Funds or
having been nominated by at least a majority of the Continuing
Trustees then members of the Boards.
At any annual meeting of shareholders, any Trustee/Director
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/Director by the Board)
shall hold office for a term that coincides with the remaining
term of the Class of Trustees/Directors to which such office was
previously assigned, if such vacancy arose other than by an
increase in the number of Trustees/Directors, 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/Directors, any Trustee/Director 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/Director to which
such office has been apportioned and until his or her successor
shall be elected and shall qualify.
The following table summarizes the nominees who will stand for
election at the Meeting, the respective Classes of
Trustees/Directors to which they have been designated and the
expiration of their respective terms if elected:
|
|
|
|
|
Trustee/Director/Nominee
|
|
Class
|
|
Expiration of Term if Elected*
|
|
NCV
|
|
|
|
|
Bradford K. Gallagher
|
|
Class II
|
|
2014 Annual Meeting
|
James A. Jacobson
|
|
Class II
|
|
2014 Annual Meeting
|
Deborah A. Zoullas
|
|
Class III
|
|
2012 Annual Meeting
|
NCZ
|
|
|
|
|
Bradford K. Gallagher
|
|
Class II
|
|
2014 Annual Meeting
|
James A. Jacobson
|
|
Class II
|
|
2014 Annual Meeting
|
Deborah A. Zoullas
|
|
Class II
|
|
2014 Annual Meeting
|
7
|
|
|
|
|
Trustee/Director/Nominee
|
|
Class
|
|
Expiration of Term if Elected*
|
|
NIE
|
|
|
|
|
Hans W. Kertess
|
|
Class I
|
|
2014 Annual Meeting
|
William B. Ogden, IV
|
|
Class I
|
|
2014 Annual Meeting
|
Alan Rappaport
|
|
Class I
|
|
2014 Annual Meeting
|
Bradford K. Gallagher
|
|
Class III
|
|
2013 Annual Meeting
|
Deborah A. Zoullas
|
|
Class III
|
|
2013 Annual Meeting
|
NAI
|
|
|
|
|
Bradford K. Gallagher
|
|
Class II
|
|
2013 Annual Meeting
|
Deborah A. Zoullas
|
|
Class II
|
|
2013 Annual Meeting
|
John C. Maney
|
|
Class III
|
|
2014 Annual Meeting
|
Alan Rappaport
|
|
Class III
|
|
2014 Annual Meeting
|
NFJ
|
|
|
|
|
Bradford K. Gallagher
|
|
Class II
|
|
2013 Annual Meeting
|
Deborah A. Zoullas
|
|
Class II
|
|
2013 Annual Meeting
|
John C. Maney
|
|
Class III
|
|
2014 Annual Meeting
|
Alan Rappaport
|
|
Class III
|
|
2014 Annual Meeting
|
PGP
|
|
|
|
|
Bradford K. Gallagher
|
|
Class II
|
|
2013 Annual Meeting
|
Deborah A. Zoullas
|
|
Class II
|
|
2013 Annual Meeting
|
John C. Maney
|
|
Class III
|
|
2014 Annual Meeting
|
Alan Rappaport
|
|
Class III
|
|
2014 Annual Meeting
|
RCS
|
|
|
|
|
Bradford K. Gallagher
|
|
Class II
|
|
2014 Annual Meeting
|
Hans W. Kertess
|
|
Class II
|
|
2014 Annual Meeting
|
John C. Maney
|
|
Class II
|
|
2014 Annual Meeting
|
Deborah A. Zoullas
|
|
Class III
|
|
2012 Annual Meeting
|
|
|
|
* |
|
A Trustee of NCV, NCZ, NIE, NAI, NFJ and PGP elected at an
annual meeting shall hold office until the annual meeting for
the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however,
to prior death, resignation, retirement, disqualification or
removal from office. A Director of RCS elected at an annual
meeting shall hold office until his or her successor is elected
and qualified. |
Under this classified Board structure, generally only those
Trustees/Directors in a single Class may be replaced in any one
year, and it would require a minimum of two years to change a
majority of the Board under normal circumstances. This
structure, which may be regarded as an anti-takeover
provision, may make it more difficult for a Funds
Shareholders to change the majority of Trustees/Directors of the
Fund, and thus promotes the continuity of management.
Unless authority is withheld, it is the intention of the persons
named in the enclosed proxy for a Fund to vote each proxy for
the persons listed above for that Fund. Each of the nominees has
indicated he or she will serve if elected, but if he or she
should be unable to serve for a Fund, the proxy holders may vote
in favor of such substitute nominee as the Board may designate
(or, alternatively, the Board may determine to leave a vacancy).
Trustees/Directors
and Officers
The business of each Fund is managed under the direction of the
Funds Board of Trustees/Directors. Subject to the
provisions of each Funds Declaration/Articles, its By-Laws
and applicable state law, the
8
Trustees/Directors have all powers necessary and convenient to
carry out this responsibility, including the election and
removal of the Funds officers.
Board Leadership Structure If the nominees
are elected as proposed, the Board of Trustees/Directors of each
Fund will consist of eight Trustees/Directors, seven of whom are
not interested persons (within the meaning of
Section 2(a)(19) of the 1940 Act) of the Fund or of the
Manager (the Independent Trustees/Directors). An
Independent Trustee/Director serves as Chairman and is selected
by vote of the majority of the Independent Trustees/Directors.
The Chairman presides at meetings of the Board and acts as a
liaison with service providers, officers, attorneys and other
Trustees/Directors generally between meetings, and performs such
other functions as may be requested by the Board from time to
time.
The Board of Trustees/Directors 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/Directors regularly
meet outside the presence of management and are advised by
independent legal counsel. Regular meetings generally take place
in-person; other meetings may take place in-person or by
telephone.
The Board of Trustees/Directors has established four standing
Committees to facilitate oversight of the management of the
Funds: the Audit Oversight Committee, the Nominating Committee,
the Valuation Committee and the Compensation Committee. The
functions and role of each Committee are described below under
Board Committees and Meetings. The
membership of each Committee consists of all of the Independent
Trustees/Directors, which the Board believes 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 Chairman, a supermajority of Independent
Trustees/Directors and Committee membership limited to
Independent Trustees/Directors, is appropriate in light of the
characteristics and circumstances of each Fund. In reaching this
conclusion, the Board considered, among other things, the
predominant role of the Manager and
Sub-Advisers
in the
day-to-day
management of Fund affairs, the extent to which the work of the
Board is conducted through the Committees, the number of
portfolios that comprise the Fund Complex (defined below),
the variety of asset classes those portfolios include, the net
assets of each Fund, and the Fund Complex and the
management and other service arrangements of each Fund and the
Fund Complex. The Board also believes that its structure,
including the presence of one Trustee/Director who is an
executive with various Manager-affiliated entities, facilitates
an efficient flow of information concerning the management of
each Fund to the Independent Trustees/Directors.
Risk Oversight Each of the Funds has retained
the Manager and the applicable
Sub-Adviser
to provide investment advisory services, and, in the case of the
Manager, to oversee the Funds business affairs and
administrative matters, and these service providers are
principally responsible for the management of risks that may
arise from Fund investments and operations. Some employees of
the Manager serve as the Funds officers, including the
Funds principal executive officer and principal financial
and accounting officer. The Board oversees the performance of
these functions by the Manager and
Sub-Advisers,
both directly and through the Committee structure it has
established. The Board receives from the Manager and
Sub-Advisers
a wide range of reports, both on a regular and as-needed basis,
relating to the Funds activities and to the actual and
potential risks of the Funds. These include reports on
investment risks, compliance with applicable laws, and the
Funds financial accounting and reporting. In addition, the
Board meets periodically with the individual portfolio managers
of the Funds to receive reports regarding the portfolio
management of the Funds and their performance, including their
investment risks.
In addition, the Board has appointed a Chief Compliance Officer
(CCO). The CCO oversees the development of
compliance policies and procedures that are reasonably designed
to minimize the risk of violations of the federal securities
laws (Compliance Policies). The CCO reports directly
to the Independent Trustees/Directors, and provides
presentations to the Board at its quarterly meetings and an
annual report on the application of the Compliance Policies. The
Board periodically discusses relevant risks affecting the Funds
with the CCO at these meetings. The Board has approved the
Compliance Policies and reviews the CCOs
9
reports. Further, the Board annually reviews the sufficiency of
the Compliance Policies, as well as the appointment and
compensation of the CCO.
Information
Regarding Trustees/Directors and Nominees.
The following table provides information concerning the
Trustees/Directors /Nominees of the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Directorships
|
|
|
|
|
|
|
Principal
|
|
Overseen by
|
|
Held by
|
Name, Address*,
|
|
Position(s)
|
|
Term of Office
|
|
Occupation(s)
|
|
Trustee/
|
|
Trustee/
|
Date of Birth
|
|
Held with
|
|
and Length of
|
|
During the Past
|
|
Director
|
|
Director
|
and Class
|
|
the Funds
|
|
Time Served
|
|
5 Years
|
|
Nominee
|
|
Nominee
|
|
Independent Trustees/Directors/Nominees
|
|
|
|
|
|
|
Paul Belica 09/27/1921
NCV Class III
NCZ Class I
NIE Class III
NAI Class I
NFJ Class I
PGP Class I
RCS Class III
|
|
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Director
|
|
NCV Since
March 2003
NCZ Since
December 2003
NIE Since inception
(February 2007)
NAI Since
September 2005
NFJ Since
September 2005
PGP Since
September 2005
RCS Since
June 2008
|
|
Retired. Formerly, Director, Student Loan Finance Corp.,
Education Loans, Inc., Goal Funding, Inc., Goal Funding II, Inc.
and Surety Loan Fund, Inc.; Manager of Stratigos Fund LLC,
Whistler Fund LLC, Xanthus Fund LLC &
Wynstone Fund LLC. Trustee/Director of the funds in the
Allianz/PIMCO Fund Complex since 2000.
|
|
55
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Bradford K. Gallagher 2/28/1944
NCV Class II
NCZ Class II
NIE Class III
NAI Class II
NFJ Class II
PGP Class II
RCS Class II
|
|
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Director
|
|
Since September 2010
|
|
Founder, Spyglass Investments LLC, a private investment vehicle
(since 2001); Founder, President and CEO of Cypress Holding
Company and Cypress Tree Investment Management Company (since
1995); Trustee, The Common Fund (since 2005); Director, Anchor
Point Inc. (since 1995); Chairman and Trustee, Atlantic Maritime
Heritage Foundation (since 2007); and Director, Shielding
Technology Inc. (since 2006). Trustee/Director of the funds in
the Allianz/PIMCO Fund Complex since 2010.
|
|
55
|
|
Formerly, Chairman and Trustee of Grail Advisors ETF Trust
(2009-2010) and Trustee of Nicholas-Applegate Institutional
Funds (2007-2010)
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Directorships
|
|
|
|
|
|
|
Principal
|
|
Overseen by
|
|
Held by
|
Name, Address*,
|
|
Position(s)
|
|
Term of Office
|
|
Occupation(s)
|
|
Trustee/
|
|
Trustee/
|
Date of Birth
|
|
Held with
|
|
and Length of
|
|
During the Past
|
|
Director
|
|
Director
|
and Class
|
|
the Funds
|
|
Time Served
|
|
5 Years
|
|
Nominee
|
|
Nominee
|
|
James A. Jacobson 02/03/1945
NCV Class II
NCZ Class II
NIE Class II
NAI Class II
NFJ Class II
PGP Class II
RCS Class I
|
|
Nominee,
Trustee
Nominee,
Trustee
Trustee
Trustee
Trustee
Trustee
Director
|
|
Since December 2009
|
|
Retired. Formerly, Vice Chairman and Managing Director of Spear,
Leeds & Kellogg Specialists, LLC, a specialist firm on
the New York Stock Exchange. Trustee/Director of the funds in
the Allianz/PIMCO Fund Complex since 2009.
|
|
55
|
|
Trustee, Alpine Mutual Funds Complex consisting of 16 funds
|
|
|
|
|
|
|
|
|
|
|
|
Hans W. Kertess 07/12/1939
NCV Class I
NCZ Class III
NIE Class I
NAI Class I
NFJ Class I
PGP Class I
RCS Class II
|
|
Trustee and Chairman of the Board
Trustee
Trustee
Nominee,
Trustee
Trustee
Trustee
Trustee
Nominee,
Director
|
|
NCV Since February 2004
NCZ Since July 2003
NIE Since inception (February 2007)
NAI Since
April 2005
NFJ Since inception
(February 2005)
PGP Since
May 2005
RCS Since
June 2008
|
|
President, H. Kertess & Co., a financial advisory
company. Formerly, Managing Director, Royal Bank of Canada
Capital Markets. Trustee/Director of the funds in the
Allianz/PIMCO Fund Complex since 2000.
|
|
55
|
|
None
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Directorships
|
|
|
|
|
|
|
Principal
|
|
Overseen by
|
|
Held by
|
Name, Address*,
|
|
Position(s)
|
|
Term of Office
|
|
Occupation(s)
|
|
Trustee/
|
|
Trustee/
|
Date of Birth
|
|
Held with
|
|
and Length of
|
|
During the Past
|
|
Director
|
|
Director
|
and Class
|
|
the Funds
|
|
Time Served
|
|
5 Years
|
|
Nominee
|
|
Nominee
|
|
William B. Ogden, IV 01/11/1945
NCV Class I
NCZ Class I
NIE Class I
NAI Class I
NFJ Class I
PGP Class I
RCS Class I
|
|
Trustee
Trustee
Nominee,
Trustee
Trustee
Trustee
Trustee
Director
|
|
NCV Since September 2006
NCZ Since September 2006
NIE Since
June 2007
NAI Since
September 2006
NFJ Since
September 2006
PGP Since
September 2006
RCS Since
June 2008
|
|
Asset Management Industry Consultant. Formerly, Managing
Director, Investment Banking Division of Citigroup Global
Markets Inc. Trustee/Director of the funds in the Allianz/PIMCO
Fund Complex since 2007.
|
|
55
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Alan Rappaport 03/13/1953
NCV Class I
NCZ Class I
NIE Class I
NAI Class III
NFJ Class III
PGP Class III
RCS Class III
|
|
Trustee
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Director
|
|
Since June 2010
|
|
Vice Chairman, Roundtable Investment Partners (since 2009);
Chairman (formerly President), Private Bank of Bank of America;
Vice Chairman, US Trust
(2001-2008).
Trustee /Director of the funds in the Allianz/PIMCO
Fund Complex since 2010.
|
|
55
|
|
None
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
Directorships
|
|
|
|
|
|
|
Principal
|
|
Overseen by
|
|
Held by
|
Name, Address*,
|
|
Position(s)
|
|
Term of Office
|
|
Occupation(s)
|
|
Trustee/
|
|
Trustee/
|
Date of Birth
|
|
Held with
|
|
and Length of
|
|
During the Past
|
|
Director
|
|
Director
|
and Class
|
|
the Funds
|
|
Time Served
|
|
5 Years
|
|
Nominee
|
|
Nominee
|
|
Deborah A. Zoullas 11/13/1952
NCV Class III
NCZ Class II
NIE Class III
NAI Class II
NFJ Class II
PGP Class II
RCS Class III
|
|
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Director
|
|
Since March 2011
|
|
Advisory Director, Morgan Stanley & Co., Inc. (since
1996); Director, Helena Rubenstein Foundation (since 1997);
Co-Chair Special Projects Committee, Memorial Sloan Kettering
(since 2005); Board Member and Member of the Investment and
Finance Committees, Henry Street Settlement (since 2007);
Trustee, Stanford University (since 2010). Formerly, Advisory
Council, Stanford Business School
(2002-2008)
and Director, Armor Holdings, a manufacturing company
(2002-2007).
|
|
51
|
|
None
|
Interested Trustee/Director/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John C. Maney
08/03/1959
NCV Class III
NCZ Class III
NIE Class II
NAI Class III
NFJ Class III
PGP Class III
RCS Class II
|
|
Trustee
Trustee
Trustee
Nominee,
Trustee
Nominee,
Trustee
Nominee,
Trustee
Director
|
|
NCV Since December 2006
NCZ Since December 2006
NIE Since inception (February 2007)
NAI Since December 2006
NFJ Since December 2006
PGP Since December 2006
RCS Since June 2008
|
|
Management Board, Managing Director and Chief Executive Officer
of Allianz Global Investors Fund Management LLC; Management
Board and Managing Director of Allianz Global Investors of
America L.P. since January 2005 and also Chief Operating Officer
of Allianz Global Investors of America L.P. since November 2006.
Trustee/Director of the funds in the Allianz/PIMCO
Fund Complex since 2006.
|
|
80
|
|
None
|
|
|
|
* |
|
Unless otherwise indicated, the business address of the persons
listed above is
c/o Allianz
Global Investors Fund Management LLC, 1633 Broadway, New
York, New York 10019. |
13
|
|
|
|
|
Mr. Maney is an interested person of each Fund,
as defined in Section 2(a)(19) of the 1940 Act, due to his
position as Chief Executive Officer of the Manager, among other
positions with the Manager and various affiliated entities. |
The following table states the dollar range of equity securities
beneficially owned as of the Record Date by each
Trustee/Director and nominee of each Fund and, on an
aggregate basis, of any registered investment companies overseen
by the Trustee/Director or nominee in the family of
investment companies, including the Funds.
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of Equity Securities in all
|
|
|
|
|
Registered Investment Companies Overseen by
|
|
|
Dollar Range of Equity
|
|
Trustee/Directors/Nominee in the Family of Investment
|
Name of Trustee/Director/Nominee
|
|
Securities in the Funds*
|
|
Companies*
|
|
Independent Trustees/ Directors/Nominees
|
|
|
Paul Belica
|
|
None
|
|
None
|
Bradford K. Gallagher
|
|
None
|
|
Over $100,000
|
James A. Jacobson
|
|
None
|
|
Over $100,000
|
Hans W. Kertess
|
|
None
|
|
Over $100,000
|
William B. Ogden, IV
|
|
None
|
|
Over $100,000
|
Alan Rappaport
|
|
None
|
|
Over $100,000
|
Deborah A. Zoullas
|
|
None
|
|
None
|
Interested Trustee/ Director/Nominee
|
|
|
John C. Maney
|
|
None
|
|
Over $100,000
|
|
|
|
* |
|
Securities are valued as of May 12, 2011. |
To the knowledge of the Funds, as of the Record Date,
Trustees/Directors and nominees who are Independent
Trustees/Directors or Independent Nominees and their immediate
family members did not own securities of an investment adviser
or principal underwriter of the Funds or a person (other than a
registered investment company) directly or indirectly
controlling, controlled by, or under common control with an
investment adviser or principal underwriter of the Funds.
Compensation.
Each of the Independent Trustees/Directors also serves as a
trustee/director of PIMCO Municipal Income Fund, PIMCO
California Municipal Income Fund, PIMCO New York Municipal
Income Fund, PIMCO Municipal Income Fund II, PIMCO
California Municipal Income Fund II, PIMCO New York
Municipal Income Fund II, PIMCO Municipal Income
Fund III, PIMCO California Municipal Income Fund III,
PIMCO New York Municipal Income Fund III, PIMCO Corporate
Income Fund, PIMCO Corporate Opportunity Fund, PIMCO High Income
Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund,
PIMCO Income Strategy Fund II, AGIC Global
Equity & Convertible Income Fund, and PCM Fund, Inc.,
each a closed-end fund for which the Manager serves as
investment manager and affiliates of the Manager serve as
sub-adviser
(together, the Allianz Closed-End Funds) and certain
other open-end investment companies for which the Manager serves
as investment manager and administrator and affiliates of the
Manager serve as investment
sub-advisers
(together with the Allianz Closed-End Funds, the Allianz
Managed Funds). As indicated below, the officers of the
Funds are affiliated with the Manager.
Each of the Allianz Managed Funds are expected to hold joint
meetings of their Boards of Trustees/Directors whenever
possible. Each Trustee/Director, other than any Trustee/Director
who is a director, officer, partner or employee of the Manager,
AGIC, NFJ Group, PIMCO or any entity controlling, controlled by
or under common control with the Manager, AGIC, NFJ Group or
PIMCO receives annual compensation of $250,000, which is payable
quarterly. The Independent Chairman of the Boards receives an
additional $75,000 per year, payable quarterly. The Audit
Oversight Committee Chairman receives an additional $50,000 per
year, payable quarterly. Trustees/Directors will also be
reimbursed for meeting-related expenses.
14
Each Trustee/Directors compensation and other costs of
joint meetings will be allocated pro rata among the Allianz
Managed Funds for which such Trustee/Director serves as
Trustee/Director based on the complexity of issues relating to
each such Fund and relative time spent by the Trustees/Directors
in addressing them, and secondarily, on each such Funds
relative net assets (including assets attributable to any
outstanding preferred shares issued by an Allianz Closed-End
Fund).
Trustees/Directors do not currently receive any pension or
retirement benefits from the Funds or the Fund Complex.
The following table provides information concerning the
compensation paid to the Trustees/Directors and nominees for the
fiscal years ended January 31, 2011 for NFJ, NIE and RCS,
February 28, 2011 for NCV, NCZ and NAI, and March 31,
2011 for PGP. For the calendar year ended December 31,
2010, the Trustees/Directors received the compensation set forth
in the table below for serving as Trustees/Directors of
the Funds and other funds in the same
Fund Complex as the Funds. Each officer and
each Trustee/Director who is a director, officer, partner,
member or employee of the Manager or the
Sub-Advisers,
or of any entity controlling, controlled by or under common
control with the Manager or the
Sub-Advisers,
including any Interested Trustee/Director, serves without any
compensation from the Funds.
Compensation
Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
from NFJ for
|
|
|
from NIE for
|
|
|
from RCS for
|
|
|
from NAI for
|
|
|
|
the Fiscal Year
|
|
|
the Fiscal Year
|
|
|
the Fiscal Year
|
|
|
the Fiscal Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
February 28,
|
|
Name of Trustees/Directors/Nominees
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
Independent Trustees/Directors/Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Belica
|
|
$
|
26,206
|
|
|
$
|
6,704
|
|
|
$
|
6,010
|
|
|
$
|
2,093
|
|
Robert E. Connor(1)
|
|
$
|
6,172
|
|
|
$
|
3,053
|
|
|
$
|
1,338
|
|
|
$
|
527
|
|
Bradford K. Gallagher(2)
|
|
$
|
6,391
|
|
|
$
|
158
|
|
|
$
|
1,503
|
|
|
$
|
487
|
|
James A. Jacobson
|
|
$
|
23,341
|
|
|
$
|
4,180
|
|
|
$
|
5,415
|
|
|
$
|
1,856
|
|
Hans W. Kertess
|
|
$
|
29,752
|
|
|
$
|
7,290
|
|
|
$
|
6,844
|
|
|
$
|
2,371
|
|
William B. Ogden, IV
|
|
$
|
22,879
|
|
|
$
|
5,608
|
|
|
$
|
5,267
|
|
|
$
|
1,824
|
|
R. Peter Sullivan III(3)
|
|
$
|
13,601
|
|
|
$
|
4,813
|
|
|
$
|
3,058
|
|
|
$
|
1,350
|
|
Alan Rappaport(2)
|
|
$
|
11,668
|
|
|
$
|
1,369
|
|
|
$
|
2,769
|
|
|
$
|
897
|
|
Deborah A. Zoullas(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Interested Trustee/Director/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
John C. Maney
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Compensation from
|
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
the Funds and
|
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Fund Complex Paid to
|
|
|
|
from NCV for
|
|
|
from NCZ for
|
|
|
from PGP for
|
|
|
Trustees/Directors/
|
|
|
|
the Fiscal Year
|
|
|
the Fiscal Year
|
|
|
the Fiscal Year
|
|
|
Nominees for the
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Calendar Year Ended
|
|
|
|
February 28,
|
|
|
February 28,
|
|
|
March 31,
|
|
|
December 31,
|
|
Name of Trustees/Directors /Nominees
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
2010*
|
|
|
Independent Trustees/Directors/Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Belica
|
|
$
|
15,802
|
|
|
$
|
11,999
|
|
|
$
|
1,919
|
|
|
$
|
286,141
|
|
Robert E. Connor(1)
|
|
$
|
3,769
|
|
|
$
|
2,865
|
|
|
$
|
0
|
|
|
$
|
62,500
|
|
Bradford K. Gallagher(2)
|
|
$
|
3,798
|
|
|
$
|
2,881
|
|
|
$
|
992
|
|
|
$
|
70,720
|
|
James A. Jacobson
|
|
$
|
14,185
|
|
|
$
|
10,771
|
|
|
$
|
1,902
|
|
|
$
|
247,542
|
|
Hans W. Kertess
|
|
$
|
17,962
|
|
|
$
|
13,639
|
|
|
$
|
2,294
|
|
|
$
|
325,000
|
|
William B. Ogden, IV
|
|
$
|
13,824
|
|
|
$
|
10,497
|
|
|
$
|
1,764
|
|
|
$
|
250,000
|
|
R. Peter Sullivan III(3)
|
|
$
|
8,264
|
|
|
$
|
6,277
|
|
|
$
|
562
|
|
|
$
|
126,972
|
|
Alan Rappaport(2)
|
|
$
|
7,024
|
|
|
$
|
5,331
|
|
|
$
|
1,388
|
|
|
$
|
145,833
|
|
Deborah A. Zoullas(2)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Interested Trustee/Director/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
John C. Maney
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
* |
|
In addition to the AGIFM Closed-End Funds, during each
Funds most recently completed fiscal year, all of the
Trustees/Directors served as Trustees/Directors of three
open-end investment companies (each consisting of separate
investment portfolios) (one such open-end investment company
liquidated as of April 30, 2010) advised by the
Manager. These investment companies are considered to be in the
same Fund Complex as the Funds. |
|
(1) |
|
Robert E. Connor served as a Trustee/Director of the Funds until
his death on April 8, 2010. |
|
(2) |
|
Bradford K. Gallagher, Alan Rappaport and Deborah A. Zoullas
were appointed as Trustees/Director to each Fund effective
September 21, 2010, June 22, 2010 and March 7,
2011, respectively. |
|
(3) |
|
R. Peter Sullivan III retired as a Trustee/Director of each
Fund effective July 31, 2010. |
The Funds have paid no employees. The Funds officers and
Mr. Maney are compensated by the Manager, the
Sub-Advisers
or one of their affiliates.
Trustee Qualifications The Board has
determined that each Trustee/Director should continue to serve
as such based on several factors (none of which alone is
decisive). With the exception of Messrs. Gallagher,
Jacobson and Rappaport and Ms. Zoullas, who became Board
members in September 2010, December 2009, June 2010 and March
2011, respectively, each Trustee/Director has served in such
role for several years and is knowledgeable about the
Funds business and service provider arrangements, and has
also served for several years as trustee/director to a number of
other investment companies advised by the Manager and its
affiliates. Among the factors the Board considered when
concluding that an individual should serve on the Board were the
following: (i) the 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 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/Director, 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 that the individual should serve as a
Trustee/Director of the Funds. Following is a summary of various
qualifications, experiences and skills of each Trustee/Director
(in addition to business
16
experience during the past five years set forth in the table
above) that contributed to the Boards conclusion that an
individual should serve on the Board:
Paul Belica Mr. Belica has substantial
executive and board experience in the financial services and
investment management industries. He formerly served as director
to several other investment companies. Having served as
Director, Senior Vice President and Managing Director of Smith
Barney, Harris Upham & Co, he provides the Funds with
significant financial expertise and has been determined by the
Board to be an audit committee financial expert. He
also brings significant public sector experience, having
formerly served as Chairman of the State of New York Mortgage
Agency and as executive director of several related public
authorities.
Bradford K. Gallagher Mr. Gallagher has
substantial executive and board experience in the financial
services and investment management industries. He has served as
director to several other investment companies. Having served on
the Operating Committee of Fidelity Investments and as a
Managing Director and President of Fidelity Investments
Institutional Services Company, he provides the Funds with
significant asset management industry expertise. He also brings
significant securities industry experience, having served as a
developer and founder of several enterprises and private
investment vehicles.
James A. Jacobson Mr. Jacobson has
substantial executive and board experience in the financial
services industry. He served for more than 15 years as a
senior executive at a New York Stock Exchange (the
NYSE) specialist firm. He has also served on the
NYSE Board of Directors, including terms as Vice Chair. As such,
he provides significant expertise on matters relating to
portfolio brokerage and trade execution. He also provides the
Funds with significant financial expertise and serves as the
Audit Oversight Committees Chair and has been determined
by the Board to be an audit committee financial
expert. He has expertise in investment company matters
through his service as a trustee of another fund family.
Hans W. Kertess Mr. Kertess has
substantial executive experience in the investment management
industry. He is the president of a financial advisory company,
H. Kertess & Co., and formerly served as a Managing
Director of Royal Bank of Canada Capital Markets. He has
significant expertise in the investment banking industry.
John C. Maney Mr. Maney has substantial
executive and board experience in the investment management
industry. He has served in a variety of senior-level positions
with investment advisory firms affiliated with the Manager.
Because of his familiarity with the Manager and affiliated
entities, he serves as an important information resource for the
Independent Trustees/Directors and as a facilitator of
communication with the Manager.
William B. Ogden, IV Mr. Ogden has
substantial senior executive experience in the investment
banking industry. He served as Managing Director at Citigroup,
where he established and led the firms efforts to raise
capital for and provide mergers and acquisition advisory
services to asset managers and investment advisers. He also has
significant expertise with fund products through his
senior-level responsibility for originating and underwriting a
broad variety of such products.
Alan Rappaport Mr. Rappaport has
substantial senior executive experience in the banking industry.
He formerly served as Chairman and President of the Private Bank
of Bank of America and as Vice Chairman of U.S. Trust. He
is currently the Vice Chairman of a private investment firm.
Deborah A. Zoullas Ms. Zoullas 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/or
experience in oversight of investment management functions
through her experience as a Director of the Helena Rubenstein
Foundation, Stanford Graduate School of Business and Armor
Holdings.
Board
Committees and Meetings.
Audit Oversight Committee. The Board of each
Fund has established an Audit Oversight Committee in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the Exchange Act). Each
Funds Audit Oversight Committee currently consists of
Messrs. Belica, Gallagher, Jacobson,
17
Kertess, Ogden, Rappaport and Ms. Zoullas.
Mr. Jacobson is the Chairman 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 services to be performed by the auditors for
certain affiliates, including the Manager, the
Sub-Advisers
and entities in a control relationship with the Manager or the
Sub-Advisers
that provide services to each Fund where the engagement relates
directly to the operations and financial reporting of the Fund.
The Committee considers the possible effect of those services on
the independence of the Funds independent registered
public accounting firm.
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 April 6, 2010 is attached to
this Proxy Statement as Exhibit A. A report of the
Audit Oversight Committee of NFJ, NIE and RCS, dated
March 23, 2011, is attached to this Proxy Statement as
Exhibit B-1.
A report of the Audit Oversight Committee of NCV, NCZ and NAI,
dated April 19, 2011, is attached to this Proxy Statement
as
Exhibit B-2.
A report of the Audit Oversight Committee of PGP, dated
May 24, 2011, is attached to this Proxy Statement as
Exhibit B-3.
Nominating Committee. The Board of each Fund
has a Nominating Committee composed solely of Independent
Trustees/Directors, currently consisting of Messrs. Belica,
Gallagher, Jacobson, Kertess, Ogden, Rappaport and
Ms. Zoullas. The Nominating Committee is responsible for
reviewing and recommending qualified candidates to the Board in
the event that a position is vacated or created or when
Trustees/Directors are to be nominated for election by
shareholders. The Nominating Committee of each Fund has adopted
a charter, which is posted on the following website:
http://www.allianzinvestors.com.
Each member of each Funds Nominating Committee is
independent, as independence for nominating
committee members is defined in the currently applicable listing
standards of the NYSE, on which the Common Shares of each Fund
are listed.
Qualifications, Evaluation and Identification of
Trustee/Director Nominees. The Nominating
Committee of each Fund requires that Trustee/Director
candidates have a college degree or equivalent business
experience. When evaluating candidates, each Funds
Nominating Committee may take into account a wide variety of
factors including, but not limited to: (i) availability and
commitment of a candidate to attend meetings and perform his or
her responsibilities on the Board, (ii) relevant industry
and related experience, (iii) educational background,
(iv) financial expertise, (v) an assessment of the
candidates ability, judgment and expertise and
(vi) overall Board composition. The process of identifying
nominees involves the consideration of candidates recommended by
one or more of the following sources: (i) the Funds
current Trustees/Directors, (ii) the Funds
officers, (iii) the Funds Shareholders and
(iv) any other source the Committee deems to be
appropriate. The Nominating Committee of each Fund may, but is
not required to, retain a third party search firm at the
Funds expense to identify potential candidates.
Consideration of Candidates Recommended by
Shareholders. The Nominating Committee of each
Fund will review and consider nominees recommended by
Shareholders to serve as Trustees/Directors, provided
that the recommending Shareholder follows the Procedures
for Shareholders to Submit Nominee Candidates for the Allianz
Global Investors Fund Management Sponsored Closed-End
Funds, which are set forth as Appendix B to the
Funds Nominating Committee Charter. Among other
requirements, these procedures provide that the recommending
Shareholder must submit any recommendation in writing to the
Fund, to the attention of the 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/Director if elected. The
18
foregoing description of the requirements is only a summary.
Please refer to Appendix B to the Nominating Committee
Charter for each Fund, which is available at
http://www.allianzinvestors.com,
for details.
The Nominating Committee has full discretion to reject nominees
recommended by Shareholders, and there is no assurance that any
such person properly recommended and considered by the Committee
will be nominated for election to the Board of each Fund.
Diversity. The Nominating Committee takes
diversity of a particular nominee and overall diversity of the
Board into account when considering and evaluating nominees for
Trustee/Director. While the Committee has not adopted a
particular definition of diversity, 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 Committee. The Board of each Fund
has a Valuation Committee currently consisting of
Messrs. Belica, Gallagher, Jacobson, Kertess, Ogden,
Rappaport and Ms. Zoullas. The Board of each Fund has
delegated to the Committee the responsibility to determine or
cause to be determined the fair value of each Funds
portfolio securities and other assets when market quotations are
not readily available. The Valuation Committee reviews and
approves procedures for the fair valuation of each Funds
portfolio securities and periodically reviews information from
the Manager and the
Sub-Advisers
regarding fair value and liquidity determinations made pursuant
to Board-approved procedures, and makes related recommendations
to the full Board and assists the full Board in resolving
particular fair valuation and other valuation matters.
Compensation Committee. The Board of each Fund
has a Compensation Committee currently consisting of
Messrs. Belica, Gallagher, Jacobson, Kertess, Ogden,
Rappaport and Ms. Zoullas. The Compensation Committee meets
as the Board deems necessary to review and make recommendations
regarding compensation payable to the Trustees/Directors
of the Fund who are not directors, officers, partners or
employees of the Manager, the
Sub-Advisers
or any entity controlling, controlled by or under common control
with the Manager or the
Sub-Advisers.
Meetings. With respect to NFJ, during the
fiscal year ended January 31, 2011, the Board of Trustees
held four regular meetings and three special meetings. The Audit
Oversight Committee met in separate session four times, the
Nominating Committee met in separate session three times, the
Valuation Committee met in separate session four times and the
Compensation Committee did not meet in separate sessions. Each
Trustee attended in person or via teleconference at least 75% of
the regular meetings of the Board and meetings of the committees
on which such Trustee served for NFJ that were held during the
fiscal year ended January 31, 2011, except
Messrs. Gallagher and Rappaport and Ms. Zoullas who
were not appointed to the Board until September 21, 2010,
June 22, 2010 and September 7, 2011, respectively.
Mr. Maney attended all of the Funds regularly
scheduled quarterly meetings but did not attend 75% of the total
number of regular meetings (including regularly scheduled and
special meetings) held during the fiscal year.
With respect to NCV, during the fiscal year ended
February 28, 2011, the Board of Trustees held four regular
meetings and three special meetings. The Audit Oversight
Committee met in separate session four times, the Nominating
Committee met in separate session three times, the Valuation
Committee met in separate session four times and the
Compensation Committee did not meet in separate sessions. Each
Trustee attended in person or via teleconference at least 75% of
the regular meetings of the Board and meetings of the committees
on which such Trustee served for NCV that were held during the
fiscal year ended February 28, 2011, except
Messrs. Gallagher and Rappaport and Ms. Zoullas who
were not appointed to the Board until September 21, 2010,
June 22, 2010 and March 7, 2011, respectively.
With respect to NCZ, during the fiscal year ended
February 28, 2011, the Board of Trustees held four regular
meetings and three special meetings. The Audit Oversight
Committee met in separate session four times, the Nominating
Committee met in separate session three times, the Valuation
Committee met in
19
separate session four times and the Compensation Committee did
not meet in separate sessions. Each Trustee attended in person
or via teleconference at least 75% of the regular meetings of
the Board and meetings of the committees on which such Trustee
served for NCZ that were held during the fiscal year ended
February 28, 2011, except Messrs. Gallagher and
Rappaport and Ms. Zoullas who were not appointed to the
Board until September 21, 2010, June 22, 2010 and
March 7, 2011, respectively.
With respect to NIE, during the fiscal year ended
January 31, 2011, the Board of Trustees held four regular
meetings and three special meetings. The Audit Oversight
Committee met in separate session four times, the Nominating
Committee met in separate session three times, the Valuation
Committee met in separate session four times, and the
Compensation Committee did not meet in separate sessions. Each
Trustee attended in person or via teleconference at least 75% of
the regular meetings of the Board and meetings of the committees
on which such Trustee served for NIE that were held during the
fiscal year ended January 31, 2011, except
Messrs. Gallagher and Rappaport and Ms. Zoullas who
were not appointed to the Board until September 21, 2010,
June 22, 2010 and March 7, 2011, respectively.
Mr. Maney attended all of the Funds regularly
scheduled quarterly meetings but did not attend 75% of the total
number of regular meetings (including regularly scheduled and
special meetings) held during the fiscal year.
With respect to NAI, during the fiscal year ended
February 28, 2011, the Board of Trustees held four regular
meetings and three special meetings. The Audit Oversight
Committee met in separate session four times, the Nominating
Committee met in separate session three times, the Valuation
Committee met in separate session four times and the
Compensation Committee did not meet in separate sessions. Each
Trustee attended in person or via teleconference at least 75% of
the regular meetings of the Board and meetings of the committees
on which such Trustee served for NAI that were held during the
fiscal year ended February 29, 2011, except
Messrs. Gallagher and Rappaport and Ms. Zoullas who
were not appointed to the Board until September 21, 2010,
June 22, 2010 and March 7, 2011, respectively.
With respect to PGP, during the fiscal year ended March 31,
2011, the Board of Trustees held five regular meetings and two
special meetings. The Audit Oversight Committee met in separate
session twice, the Nominating Committee met in separate session
four times, the Valuation Committee met in separate session five
times and the Compensation Committee did not meet in separate
sessions. Each Trustee attended in person or via teleconference
at least 75% of the regular meetings of the Board and meetings
of the committees on which such Trustee served for PGP that were
held during the fiscal year ended March 31, 2011, except
Messrs. Gallagher and Rappaport and Ms. Zoullas who
were not appointed to the Board until September 21, 2010,
June 22, 2010 and March 7, 2011, respectively.
With respect to RCS, during the fiscal year ended
January 31, 2011, the Board of Directors held four regular
meetings and three special meetings. The Audit Oversight
Committee met in separate session four times, the Nominating
Committee met in separate session three times, the Valuation
Committee met in separate session four times and the
Compensation Committee did not meet in separate sessions. Each
Director attended in person or via teleconference at least 75%
of the regular meetings of the Board and meetings of the
committees on which such Director served for RCS that were held
during the fiscal year ended January 31, 2011, except
Messrs. Gallagher and Rappaport and Ms. Zoullas who
were not appointed to the Board until September 21, 2010,
June 22, 2010 and March 7, 2011, respectively.
Mr. Maney attended all of the Funds regularly
scheduled quarterly meetings but did not attend 75% of the total
number of regular meetings (including regularly scheduled and
special meetings) held during the fiscal year.
The Trustees/Directors do not attend the annual shareholder
meetings of the Funds.
Shareholder Communications with the Board of
Trustees/Directors. The Board of
Trustees/Directors of each Fund has adopted procedures by
which Fund Shareholders may send communications to the
Board. Shareholders may mail written communications to the Board
to the attention of the Board of Trustees/Directors,
[name of Fund],
c/o Thomas
J. Fuccillo, Chief Legal Officer (CLO), Allianz
Global Investors Fund Management LLC, 1633 Broadway, New
York, New York 10019. Shareholder communications must
(i) be in writing and be signed by the Shareholder and
(ii) identify the class and number of Shares held by the
Shareholder. The CLO or his designee of each Fund is responsible
for reviewing properly submitted shareholder communications. The
CLO shall either (i) provide a copy of each properly
submitted shareholder
20
communication to the Board at its next regularly scheduled Board
meeting or (ii) if the CLO determines that the
communication requires more immediate attention, forward the
communication to the Trustees/Directors promptly after
receipt. The CLO may, in good faith, determine that a
shareholder communication should not be provided to the Board
because it does not reasonably relate to a Fund or its
operations, management, activities, policies, service providers,
Board, officers, shareholders or other matters relating to an
investment in the Fund or is otherwise routine or ministerial in
nature. These procedures do not apply to (i) any
communication from an officer or Trustee/Director of a
Fund, (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, or
(iii) any shareholder proposal submitted pursuant to
Rule 14a-8
under the Exchange Act or any communication made in connection
with such a proposal. A Funds Trustees/Directors
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) Beneficial Ownership Reporting
Compliance. Each Funds Trustees/Directors
and certain officers, investment advisers, certain affiliated
persons of the investment advisers and persons who own more than
10% of any class of outstanding securities of a Fund
(i.e., a 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. These persons and
entities are required by SEC regulation to furnish the Fund with
copies of all such forms they file. Based solely on a review of
these forms furnished to each Fund, each Fund believes that each
of the Trustees/Directors and relevant officers, investment
advisers and relevant affiliated persons of the investment
advisers has complied with all applicable filing requirements
during each Funds respective fiscal years except, due to
administrative oversight, (1) a late Form 4 covering
one transaction was filed in September 2010 for Alan Rappaport,
a trustee of NCV, (2) a late Form 4 filing covering
one transaction was filed in September 2010 for UBS AG, which is
a holder of more than 10% of the outstanding Preferred Shares of
NCV, (3) a late Form 4 filing covering one transaction
was filed in September 2010 for UBS AG, which is a holder of
more than 10% of the outstanding Preferred Shares of NCZ,
(4) a late Form 4 filing covering two transactions was
filed in March 2011 for Merrill Lynch, Pierce,
Fenner & Smith Incorporated, an indirect, wholly owned
subsidiary of Bank of America Corporation, which is a holder of
more than 10% of the outstanding Common Shares of NCV, and
(5) a late Form 4 filing covering eleven transactions
was filed in March 2011 for Merrill Lynch, Pierce,
Fenner & Smith Incorporated, an indirect, wholly owned
subsidiary of Bank of America Corporation, which is a holder of
more than 10% of the outstanding Common Shares of NCZ.
Required Vote. The election of
Mr. Gallagher and Ms. Zoullas to the Boards of
Trustees of NCV and NCZ will require the affirmative vote of a
plurality of the votes of the Common and Preferred Shareholders
(voting as a single class) of the relevant Fund cast in the
election of Trustees at the Meeting, in person or by proxy. The
re-election of Mr. Jacobson to the Boards of Trustees of
NCV and NCZ will require the affirmative vote of a plurality of
the votes of the Preferred Shareholders (voting as a separate
class) of the relevant Fund cast in the election of Trustees at
the Meeting, in person or by proxy. The election of
Mr. Gallagher and Ms. Zoullas and the re-election of
Messrs. Maney and Rappaport to the Boards of NFJ, NAI and
PGP will require the affirmative vote of a plurality of the
votes of the Shareholders of the relevant Fund cast at the
Meeting, in person or by proxy. The election of
Mr. Gallagher and Ms. Zoullas and the re-election of
Messrs. Kertess, Ogden and Rappaport to NIE will require
the affirmative vote of a plurality of the votes of the
Shareholders of the relevant Fund cast in the election of
Trustees at the meeting, in person or by proxy. The election of
Mr. Gallagher and Ms. Zoullas and the re-election of
Messrs. Kertess and Maney to the Board of Directors of RCS
will require the affirmative vote of a plurality of the votes
validly cast at the Meeting, in person or by proxy.
THE BOARD OF TRUSTEES/DIRECTORS OF THE FUNDS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
21
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 NFJ, NCV, NCZ, NIE, NAI and
PGP hold office at the pleasure of the Board and until their
successors are chosen and qualified, or in each case until he or
she sooner dies, resigns, is removed with or without cause or
becomes disqualified. Officers of RCS hold office until the next
annual meeting of the Board of Directors and until his successor
shall have been elected and qualified. Officers and employees of
the Funds who are principals, officers, members or employees of
the Manager or the
Sub-Advisers
are not compensated by the Funds.
|
|
|
|
|
|
|
Name, Address*
|
|
Position(s) Held
|
|
Term of Office and Length
|
|
Principal Occupation(s) During
|
and Date of Birth
|
|
with Fund
|
|
of Time Served
|
|
the Past 5 Years
|
|
Brian S. Shlissel 11/14/1964
|
|
President & Chief Executive Officer
|
|
NCV Since March 2003
NCZ Since July 2003
NIE Since inception (February 2007)
NAI Since inception (April 2005)
NFJ Since inception (February 2005)
PGP Since inception (May 2005)
RCS Since June 2008
|
|
Management Board, Managing Director and Head of Mutual
Fund Services of Allianz Global Investors
Fund Management LLC; President and Chief Executive Officer
of 29 funds in the Fund Complex; President of 51 funds in
the Fund Complex; and Treasurer, Principal Financial and
Accounting Officer of The Korea Fund, Inc. Formerly, Treasurer,
Principal Financial and Accounting Officer of 51 funds in the
Fund Complex.
|
|
|
|
|
|
|
|
Lawrence G. Altadonna
03/10/1966
|
|
Treasurer, Principal Financial and Accounting Officer
|
|
NCV Since March 2003
NCZ Since July 2003
NIE Since inception (February 2007)
NAI Since inception (April 2005)
NFJ Since inception (February 2005)
PGP Since inception (May 2005)
RCS Since June 2008
|
|
Senior Vice President, Director of Fund Administration of
Allianz Global Investors Fund Management LLC; Treasurer,
Principal Financial and Accounting Officer of 80 funds in the
Fund Complex; and Assistant Treasurer of The Korea Fund,
Inc. Formerly, Assistant Treasurer of 50 funds in the Fund
complex.
|
|
|
|
|
|
|
|
Thomas J. Fuccillo
03/22/1968
|
|
Vice President, Secretary and Chief Legal Officer
|
|
NCV Since December 2004
NCZ Since December 2004
NIE Since inception (February 2007)
NAI Since inception (April 2005)
NFJ Since inception (February 2005)
PGP Since inception (May 2005)
RCS Since June 2008
|
|
Executive Vice President, Chief Legal Officer and Secretary of
Allianz Global Investors Fund Management LLC; Executive
Vice President of Allianz Global Investors of America L.P.: Vice
President, Secretary and Chief Legal Officer of 80 funds in the
Fund Complex; and Secretary and Chief Legal Officer of The
Korea Fund, Inc.
|
22
|
|
|
|
|
|
|
Name, Address*
|
|
Position(s) Held
|
|
Term of Office and Length
|
|
Principal Occupation(s) During
|
and Date of Birth
|
|
with Fund
|
|
of Time Served
|
|
the Past 5 Years
|
|
Youse Guia
680 Newport Center Drive
Suite 250
Newport Beach, CA 92660
09/03/1972
|
|
Chief Compliance Officer
|
|
NCV Since October 2004
NCZ Since October 2004
NIE Since inception (February 2007)
NAI Since inception (April 2005)
NFJ Since inception (February 2005)
PGP Since inception (May 2005)
RCS Since June 2008
|
|
Senior Vice President, Chief Compliance Officer, Allianz Global
Investors of America L.P.; Chief Compliance Officer of 80 funds
in the Fund Complex and of The Korea Fund, Inc.
|
|
|
|
|
|
|
|
Richard J. Cochran
01/23/1961
|
|
Assistant Treasurer
|
|
NCV Since May 2008
NCZ Since May 2008
NIE Since May 2008
NAI Since May 2008
NFJ Since May 2008
PGP Since May 2008
RCS Since June 2008
|
|
Vice President, Allianz Global Investors Fund Management
LLC; Assistant Treasurer of 80 funds in the Fund Complex
and of The Korea Fund, Inc. Formerly, Tax Manager, Teachers
Insurance Annuity Association/College Retirement Equity Fund
(TIAA-CREF)
(2002-2008).
|
|
|
|
|
|
|
|
Orhan Dzemaili
04/18/1974
|
|
Assistant Treasurer
|
|
Since January 2011
|
|
Vice President, Allianz Global Fund Management LLC; and
Assistant Treasurer of 80 funds in the Fund Complex.
Formerly, Accounting Manager, Prudential Investments LLC
(2004-2007).
|
|
|
|
|
|
|
|
Lagan Srivastava
09/20/1977
|
|
Assistant Secretary
|
|
NCV Since December 2006
NCZ Since December 2006
NIE Since inception (February 2007)
NAI Since December 2006
NFJ Since December 2006
PGP Since December 2006
RCS Since June 2008
|
|
Vice President, Allianz Global Investors of America L.P.:
Assistant Secretary of 80 funds in the Fund Complex and of
The Korea Fund, Inc.
|
|
|
|
* |
|
Unless otherwise noted, the address of the Funds officers
is Allianz Global Investors Fund Management LLC, 1633
Broadway, New York, New York 10019. |
Each of the Funds executive officers is an
interested person of each Fund (as defined in
Section 2(a)(19) of the 1940 Act) as a result of his or her
position(s) set forth in the table above.
Investment Manager and
Sub-Advisers. The
Manager, located at 1633 Broadway, New York, New York 10019,
serves as the investment manager of the Funds. The Manager
retains its affiliates AGIC as
Sub-Adviser
to NCV, NCZ, NIE, NAI and a portion of NFJ, NFJ Group as
Sub-Adviser
to a portion of NFJ, and PIMCO as
Sub-Adviser
to PGP and RCS. AGIC, the indirect parent company of NFJ Group,
is an investment adviser based in New York, Dallas and
San Diego and is a wholly-owned subsidiary of Allianz
Global Investors. NFJ Group is located at 2100 Ross Avenue,
Suite 1840, Dallas, Texas 75201. PIMCO is located at 800
Newport Center Drive, Newport Beach, CA 92660. The Manager and
the
Sub-Advisers
are each majority-owned indirect subsidiaries of Allianz SE, a
publicly traded European insurance and financial services
company.
Legal Proceedings. In June and September 2004,
the Manager and certain of its affiliates (including PEA Capital
LLC (PEA), Allianz Global Investors Distributors LLC
and AGI), agreed to settle, without admitting or denying the
allegations, claims brought by the SEC and the New Jersey
Attorney General alleging violations of federal and state
securities laws with respect to certain open-end funds for which
the Manager serves as investment adviser. The settlements
related to an alleged market timing arrangement in
certain
23
open-end funds formerly
sub-advised
by PEA. The Manager and its affiliates agreed to pay a total of
$68 million to settle the claims. In addition to monetary
payments, the settling parties agreed to undertake certain
corporate governance, compliance and disclosure reforms related
to market timing, and consented to cease and desist orders and
censures. Subsequent to these events, PEA deregistered as an
investment adviser and dissolved. None of the settlements
alleged that any inappropriate activity took place with respect
to the Funds.
Since February 2004, the Manager, and certain of its affiliates
and their employees have been named as defendants in a number of
pending lawsuits concerning market timing, which
allege the same or similar conduct underlying the regulatory
settlements discussed above. The market timing lawsuits have
been consolidated in a multidistrict litigation proceeding in
the U.S. District Court for the District of Maryland (the
MDL Court). After a number of claims in the lawsuits
were dismissed by the MDL Court, the parties entered into a
stipulation of settlement, which was publicly filed with the MDL
Court in April 2010, resolving all remaining claims. In April
2011, the MDL Court granted final approval of the settlement.
In addition, in a lawsuit filed in the Northern District of
Illinois Eastern Division, plaintiffs challenged certain trades
by PIMCO in the June 2005 10 year futures contract.
PIMCOs position is that all such trades were properly
designed to secure best execution for its clients. The parties
resolved this matter through settlement, which resolves all of
the claims against PIMCO. In settling this matter, PIMCO denies
any liability. This settlement is purely private in nature and
not a regulatory matter.
Beginning in May 2010, several closed-end funds managed by the
Manager, including NCV and NCZ and certain other funds
sub-advised
by the
Sub-Advisers,
each received a demand letter from a law firm on behalf of
certain common shareholders. The demand letters allege that the
Manager and certain officers and trustees of the funds breached
their fiduciary duties in connection with the redemption at par
of a portion of the funds auction rate preferred shares
and demand that the boards of trustees take certain action to
remedy those alleged breaches. After conducting an
investigation, in August 2010 the independent trustees of the
Funds rejected the demands made in the demand letters.
The Manager and the
Sub-Advisers
believe that these matters are not likely to have a material
adverse effect on the Funds or on their ability to perform their
respective investment advisory activities relating to the Funds.
The foregoing speaks only as of the date of this document.
Independent Registered Public Accounting
Firm. The Audit Oversight Committee of each
Funds Board unanimously selected PricewaterhouseCoopers
LLP (PwC) as the independent registered public
accounting firm for the fiscal years ending January 31,
2012 for NIE, NFJ and RCS, February 29, 2012 for NCV, NCZ
and NAI and March 31, 2012 for PGP. PwC served as the
independent registered public accounting firm of each Fund for
the last fiscal year and also serves as the independent
registered public accounting firm of various other investment
companies for which the Manager and the
Sub-Advisers
serve as investment adviser or
sub-advisers.
PwC is located at 300 Madison Avenue, New York, New York 10017
and at 1100 Walnut Street, Suite 1300, Kansas City, MO
64106-2197
(RCS only). None of the Funds knows 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 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. The President of
each Fund also pre-approves any permitted non-audit services to
be provided to the Fund.
24
In addition, each Funds Audit Oversight Committee
pre-approves annually any permitted non-audit services
(including audit-related services) to be provided by the
independent registered public accounting firm to the Manager,
the
Sub-Adviser
and any entity controlling, controlled by, or under common
control with the Manager that provides ongoing services to the
Fund (together, the Accounting Affiliates),
provided, in each case, that the engagement relates directly to
the operations and financial reporting of the Fund. Although the
Audit Oversight Committee does not pre-approve all services
provided by the independent registered public accounting firm to
Accounting Affiliates (for instance, if the engagement does not
relate directly to the operations and financial reporting of the
Fund), the Committee receives an annual report from the
independent registered public accounting firm showing the
aggregate fees paid by Accounting Affiliates for such services.
Each Funds Audit Oversight Committee may also from time to
time pre-approve individual non-audit services to be provided to
the Fund or an Accounting Affiliate that were not pre-approved
as part of the annual process described above. The Chairman of
each Funds Audit Oversight Committee (or any other member
of the Committee to whom this responsibility has been delegated)
may also pre-approve these individual non-audit services,
provided that the fee for such services does not exceed certain
pre-determined dollar thresholds. Any such pre-approval by the
Chairman (or by a delegate) is reported to the full Audit
Oversight Committee at its next regularly scheduled meeting.
The pre-approval policies provide for waivers of the requirement
that the Audit Oversight Committee pre-approve permitted
non-audit services provided to the Funds or their Accounting
Affiliates pursuant to de minimis exceptions described in
Section 10A of the Exchange Act and applicable regulations
(referred to herein as the de minimis exception).
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, the Audit Fees billed by PwC are shown in the table below:
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Audit Fees
|
|
|
NIE
|
|
January 31, 2011
|
|
$
|
54,000
|
|
|
|
January 31, 2010
|
|
$
|
54,000
|
|
NFJ
|
|
January 31, 2011
|
|
$
|
67,000
|
|
|
|
January 31, 2010
|
|
$
|
67,000
|
|
RCS
|
|
January 31, 2011
|
|
$
|
70,000
|
|
|
|
January 31, 2010
|
|
$
|
70,000
|
|
NCV
|
|
February 28, 2011
|
|
$
|
54,000
|
|
|
|
February 28, 2010
|
|
$
|
54,000
|
|
NCZ
|
|
February 28, 2011
|
|
$
|
54,000
|
|
|
|
February 28, 2010
|
|
$
|
54,000
|
|
NAI
|
|
February 28, 2011
|
|
$
|
50,000
|
|
|
|
February 28, 2010
|
|
$
|
50,000
|
|
PGP
|
|
March 31, 2011
|
|
$
|
70,000
|
|
|
|
March 31, 2010
|
|
$
|
70,000
|
|
Audit-Related Fees. Audit-Related Fees are
fees related to assurance and related services that are
reasonably related to the performance of the audit or review of
financial statements, but not reported under Audit
Fees above, and that include accounting consultations,
agreed-upon
procedure reports (inclusive of annual review of basic
maintenance testing associated with the Preferred Shares),
attestation reports and comfort letters. The table below shows,
for each Funds last two fiscal years, the Audit-Related
Fees billed by PwC to that Fund. During those fiscal years,
there were no Audit-Related Fees billed by PwC to the
Funds Accounting Affiliates for audit-related services
related directly to the operation and financial reporting of the
Funds.
25
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Audit-Related Fees
|
|
|
NIE
|
|
January 31, 2011
|
|
$
|
0
|
|
|
|
January 31, 2010
|
|
$
|
0
|
|
NFJ
|
|
January 31, 2011
|
|
$
|
0
|
|
|
|
January 31, 2010
|
|
$
|
0
|
|
RCS
|
|
January 31, 2011
|
|
$
|
0
|
|
|
|
January 31, 2010
|
|
$
|
0
|
|
NCV
|
|
February 28, 2011
|
|
$
|
10,000
|
|
|
|
February 28, 2010
|
|
$
|
10,000
|
|
NCZ
|
|
February 28, 2011
|
|
$
|
16,000
|
|
|
|
February 28, 2010
|
|
$
|
16,000
|
|
NAI
|
|
February 28, 2011
|
|
$
|
0
|
|
|
|
February 28, 2010
|
|
$
|
0
|
|
PGP
|
|
March 31, 2011
|
|
$
|
0
|
|
|
|
March 31, 2010
|
|
$
|
0
|
|
Tax Fees. Tax Fees are fees associated with
tax compliance, tax advice and tax planning, including services
relating to the filing or amendment of federal, state or local
income tax returns, regulated investment company qualification
reviews, and tax distribution and analysis reviews. The table
below shows, for each Funds last two fiscal years, the
aggregate Tax Fees billed by PwC to each Fund. During those
fiscal years, there were no Tax Fees billed by PwC to the
Funds Accounting Affiliates for audit-related services
related directly to the operation and financial reporting of the
Funds:
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Tax Fees
|
|
|
NIE
|
|
January 31, 2011
|
|
$
|
12,980
|
|
|
|
January 31, 2010
|
|
$
|
12,600
|
|
NFJ
|
|
January 31, 2011
|
|
$
|
14,700
|
|
|
|
January 31, 2010
|
|
$
|
14,175
|
|
RCS
|
|
January 31, 2011
|
|
$
|
14,340
|
|
|
|
January 31, 2010
|
|
$
|
14,175
|
|
NCV
|
|
February 28, 2011
|
|
$
|
14,110
|
|
|
|
February 28, 2010
|
|
$
|
13,650
|
|
NCZ
|
|
February 28, 2011
|
|
$
|
14,110
|
|
|
|
February 28, 2010
|
|
$
|
13,650
|
|
NAI
|
|
February 28, 2011
|
|
$
|
13,520
|
|
|
|
February 28, 2010
|
|
$
|
13,125
|
|
PGP
|
|
March 31, 2011
|
|
$
|
14,700
|
|
|
|
March 31, 2010
|
|
$
|
14,175
|
|
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 Accounting Affiliates.
During the periods indicated in the tables above, no services
described under Audit-Related Fees, Tax
Fees or All Other Fees were approved pursuant
to the de minimis exception.
26
Aggregate Non-Audit Fees. The aggregate
non-audit fees billed by PwC, during each Funds last two
fiscal years, for services rendered to each Fund and the
Funds Accounting Affiliates are shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Non-
|
|
|
Non-Audit Fees for
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
Accounting
|
|
|
Aggregate
|
|
Fund
|
|
Fiscal Year Ended
|
|
for Fund
|
|
|
Affiliates
|
|
|
Non-Audit Fees
|
|
|
NIE
|
|
January 31, 2011
|
|
$
|
12,980
|
|
|
$
|
2,491,654
|
|
|
$
|
2,504,634
|
|
|
|
January 31, 2010
|
|
$
|
12,600
|
|
|
$
|
554,190
|
|
|
$
|
566,790
|
|
NFJ
|
|
January 31, 2011
|
|
$
|
14,700
|
|
|
$
|
2,491,654
|
|
|
$
|
2,506,354
|
|
|
|
January 31, 2010
|
|
$
|
14,175
|
|
|
$
|
554,190
|
|
|
$
|
568,365
|
|
RCS
|
|
January 31, 2011
|
|
$
|
14,340
|
|
|
$
|
5,189,030
|
|
|
$
|
5,203,370
|
|
|
|
January 31, 2010
|
|
$
|
14,175
|
|
|
$
|
2,063,450
|
|
|
$
|
2,077,625
|
|
NCV
|
|
February 28, 2011
|
|
$
|
24,110
|
|
|
$
|
2,688,210
|
|
|
$
|
2,712,320
|
|
|
|
February 28, 2010
|
|
$
|
23,650
|
|
|
$
|
543,140
|
|
|
$
|
566,790
|
|
NCZ
|
|
February 28, 2011
|
|
$
|
30,110
|
|
|
$
|
2,682,210
|
|
|
$
|
2,712,320
|
|
|
|
February 28, 2010
|
|
$
|
29,650
|
|
|
$
|
537,140
|
|
|
$
|
566,790
|
|
NAI
|
|
February 28, 2011
|
|
$
|
13,520
|
|
|
$
|
2,698,210
|
|
|
$
|
2,711,730
|
|
|
|
February 28, 2010
|
|
$
|
13,125
|
|
|
$
|
553,665
|
|
|
$
|
566,790
|
|
PGP
|
|
March 31, 2011
|
|
$
|
14,700
|
|
|
$
|
4,912,869
|
|
|
$
|
4,927,569
|
|
|
|
March 31, 2010
|
|
$
|
14,175
|
|
|
$
|
4,180,453
|
|
|
$
|
4,194,628
|
|
Each Funds Audit Oversight Committee has determined that
the provision by PwC of non-audit services to the Funds
Accounting Affiliates that were not 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, including any adjournment thereof, the persons named as
proxies will vote in their sole discretion.
Quorum, Adjournments and Methods of
Tabulation. A quorum for each of NCV, NCZ, NIE,
NAI, NFJ and PGP at the Meeting will consist of the presence in
person or by proxy of thirty percent (30%) of the total Shares
of each of Fund entitled to vote at the Meeting. For RCS, the
presence at the Meeting, in person or by proxy, of the holders
of a majority of Shares entitled to vote shall be necessary and
sufficient to constitute a quorum. In the event that a quorum is
not present at the Meeting or, even if a quorum is present, in
the event that sufficient votes in favor of the proposal set
forth in the Notice are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or
more adjournments of the Meeting after the date set for the
original Meeting, with no other notice than announcement at the
Meeting, to permit further solicitation of proxies with respect
to the Proposal. In addition, if, in the judgment of the persons
named as proxies, it is advisable to defer action on the
proposal, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to the proposal for a
reasonable time. Any adjournments with respect to the Proposal
will require the affirmative vote of a plurality of the Shares
of NCV, NCZ, NIE, NAI, NFJ and PGP and the affirmative vote of a
majority of the Shares of RCS entitled to vote thereon present
in person or represented by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to
vote in favor of the proposal. They will vote against any such
adjournment those proxies required to be voted against the
proposal. The costs of any additional solicitation and of any
adjourned session will be borne by the applicable Fund. Any
proposals properly before the Meeting for which sufficient
favorable votes have been received by the time of the Meeting
will be acted upon and such action will be final regardless of
whether the Meeting is adjourned to permit additional
solicitation with respect to any other proposal.
Votes cast by proxy or in person at the Meeting will be counted
by persons appointed by NCV, NCZ, NIE, NAI, NFJ and PGP 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
27
count the total number of votes cast for or
against approval of the Proposal for that Fund, as
well as Shares represented by proxies that reflect abstentions
and broker non-votes (i.e., shares held by
brokers or nominees as to which instructions have not been
received from the beneficial owners or the persons entitled to
vote and the broker or nominee does not have the discretionary
voting power on a particular matter). Abstentions and broker
non-votes will have no effect on the outcome of the Proposal for
a Fund.
Reports to Shareholders. Below are the dates
on or about which the 2011 Annual Reports to Shareholders of
each Fund were mailed:
|
|
|
|
|
|
|
Mail Date for 2011
|
Fund
|
|
Annual Report to Shareholders
|
|
NCV
|
|
|
April 21, 2011
|
|
NCZ
|
|
|
April 21, 2011
|
|
NIE
|
|
|
March 28, 2011
|
|
NAI
|
|
|
April 21, 2011
|
|
NFJ
|
|
|
March 28, 2011
|
|
PGP
|
|
|
May 27, 2011
|
|
RCS
|
|
|
March 28, 2011
|
|
Additional copies of the Annual Reports and the Funds
Semi-Annual Reports may be obtained without charge from the
Funds by calling
1-800-254-5197
or by writing to the Funds at 1633 Broadway, New York, New York
10019.
Shareholder Proposals for 2012 Annual
Meeting. It is currently anticipated that each
Funds next annual meeting of Shareholders after the
Meeting addressed in this Proxy Statement will be held in July
2012. Proposals of Shareholders intended to be presented at that
annual meeting of the Fund must be received by the Fund no later
than February 16, 2012 for inclusion in the 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 for the Fund intended to be presented at the
2012 annual meeting (i.e., other than those to be
included in the Funds proxy materials) must ensure that
such proposals are received by the Fund, in good order and
complying with all applicable legal requirements and
requirements set forth in the Funds Bylaws, no earlier
than April 17, 2012 and no later than May 2, 2012 for
each of the Funds. If a Shareholder who wishes to present a
proposal fails to notify the Fund within these dates, the
proxies solicited for the meeting will have discretionary
authority to vote on the Shareholders proposal if it is
properly brought before the meeting. If a Shareholder makes a
timely notification, the proxies may still exercise
discretionary voting authority under circumstances consistent
with the 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 ANNUAL MEETING. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
June 16, 2011
28
Exhibit A
to Proxy Statement
Allianz
Global Investors Fund Management Sponsored Closed-End
Funds
Audit Oversight Committee Charter
(Adopted
as of January 14, 2004,
as amended through
April 6, 2010)
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, 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 Item 407(d)(3)(i) of
Regulation S-K
or otherwise 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. 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. One or more
members of the Committee may be designated by the Board as the
Committees chairman or co-chairman, as the case may be.
Each member of the Committee may not be an interested
person of the Fund, as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the
Investment Company Act), and must otherwise satisfy
the standards for independence of an audit committee member of
an investment company issuer as set forth in
Rule 10A-3(b)
(taking into account any exceptions to those requirements set
for in such rule) under the Securities Exchange Act of 1934, as
amended, and under applicable listing standards of the New York
Stock Exchange (the NYSE). Each member of the
Committee must be financially literate (or must
become so within a reasonable time after his or her appointment
to the Committee) and at least one
A-1
member of the Committee must have accounting or related
financial management expertise, in each case as the Board
interprets such qualification in its business judgment under
NYSE listing standards.
Responsibilities
and Duties
The 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 Independence
Standards Board Standard (ISB) No. 1. |
|
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 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 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 Statement of Accounting Standards
(SAS) No. 61 and any other matters required to
be reported to the Committee under applicable law; and provide a
statement whether, based on its review of the 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.
A-2
|
|
|
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. |
|
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 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 and Bylaws applicable to the
Fund, and applicable law or regulation, as the Committee or the
Board deems necessary or appropriate. |
The Committee may delegate any portion of its authority and
responsibilities as set forth in this Charter to a subcommittee
of one or more members of the Committee.
Meetings
At least annually, the Committee shall meet separately with the
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
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.
A-3
Annual
Evaluations
The Committee shall review and reassess the adequacy of this
Charter at least annually and recommend any changes to the
Board. In addition, the performance of the Committee shall be
reviewed at least annually by the Board.
Adoption
and Amendments
The Board shall adopt and approve this Charter and may amend the
Charter at any time on the Boards own motion.
A-4
Appendix A
Funds
Subject to this Charter
(As of
April 6, 2010)
NFJ
DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
(NFJ)
AGIC CONVERTIBLE & INCOME FUND
(NCV)
AGIC CONVERTIBLE & INCOME FUND II
(NCZ)
AGIC EQUITY & CONVERTIBLE INCOME FUND
(NIE)
AGIC GLOBAL EQUITY & CONVERTIBLE INCOME FUND
(NGZ)
AGIC INTERNATIONAL & PREMIUM STRATEGY FUND
(NAI)
PCM FUND, INC. (PCM)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
(PCQ)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
(PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND III
(PZC)
PIMCO CORPORATE INCOME FUND (PCN)
PIMCO CORPORATE OPPORTUNITY FUND (PTY)
PIMCO INCOME STRATEGY FUND (PFL)
PIMCO INCOME STRATEGY FUND II (PFN)
PIMCO GLOBAL STOCKSPLUS & INCOME FUND
(PGP)
PIMCO HIGH INCOME FUND (PHK)
PIMCO INCOME OPPORTUNITY FUND (PKO)
PIMCO MUNICIPAL INCOME FUND (PMF)
PIMCO MUNICIPAL INCOME FUND II (PML)
PIMCO MUNICIPAL INCOME FUND III (PMX)
PIMCO NEW YORK MUNICIPAL INCOME FUND (PNF)
PIMCO NEW YORK MUNICIPAL INCOME FUND II
(PNI)
PIMCO NEW YORK MUNICIPAL INCOME FUND III
(PYN)
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.
(RCS)
Exhibit B-1
to Proxy Statement
Report of
Audit Oversight Committee
of the Board of Trustees of
NFJ Dividend, Interest & Premium Strategy Fund
(NFJ)
AGIC Equity & Convertible Income Fund
(NIE)
PIMCO Strategic Global Government Fund Inc.
(RCS) (each a Fund)
Dated March 23, 2011
The Audit Oversight Committee (the Committee)
oversees the Funds financial reporting process on behalf
of the Board of Trustees of the Fund (the Board) and
operates under a written Charter adopted by the Board. The
Committee meets with the 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 January 31,
2011 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 January 31,
2011. The Committee has discussed with PwC the matters required
to be discussed by Statements on Auditing Standard No. 61
(SAS 61). SAS 61 requires independent auditors 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 particularly sensitive accounting
estimates and the basis for the independent registered public
accounting firms 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 auditors to make written disclosure to and discuss
with the Committee various matters relating to the independent
registered public accounting firms independence), and has
discussed with PwC their independence. The Committee has also
reviewed the aggregate fees billed by PwC for professional
services rendered to the Fund and for non-audit services
provided to Allianz Global Investors Fund Management LLC
(AGIFM), the Funds investment manager during
portions of the last fiscal year, Pacific Investment Management
Company LLC (PIMCO), RCSs
sub-adviser,
Allianz Global Investors Capital LLC (AGIC),
NIEs
sub-adviser
and AGIC and NFJ Investment Group LLC (NFJ LLC),
NFJs
sub-advisers
and any entity controlling, controlled by or under common
control with AGIFM or PIMCO or AGIC or NFJ LLC that provided
services to the Fund. 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 January 31, 2011 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 the New York Stock Exchange, and
(3) PwC be reappointed as the Funds independent
registered public accounting firm for the fiscal year ending
January 31, 2012.
Submitted by the Audit Oversight Committee of the Board of
Trustees:
Paul Belica
Bradford K. Gallagher
James A. Jacobson
Hans W. Kertess
William B. Ogden, IV
Alan Rappaport
Deborah A. Zoullas
B-1
Exhibit B-2
to Proxy Statement
Report of
Audit Oversight Committee
of the Board of Trustees of
AGIC Convertible & Income Fund
AGIC Convertible & Income Fund II
AGIC International & Premium Strategy Fund
(each, a Fund)
Dated April 19, 2011
The Audit Oversight Committee (the Committee)
oversees the Funds financial reporting process on behalf
of the Board of Trustees of each Fund (the Board)
and operates under a written Charter adopted by the Board. The
Committee meets with the 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 February 28,
2011 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 February 28,
2011. 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
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 the 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 the Fund and
for non-audit services provided to Allianz Global Investors
Fund Management LLC (AGIFM), the Funds
investment manager, Allianz Global Investors Capital Management
LLC (AGIC), the Funds
sub-adviser
and any entity controlling, controlled by or under common
control with AGIFM or AGIC that provided services to the Fund.
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 February 28, 2011 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 the New York Stock Exchange, and
(3) PwC be reappointed as the Funds independent
registered public accounting firm for the fiscal year ending
February 28, 2012.
Submitted by the Audit Oversight Committee of the Board of
Trustees:
Paul Belica
Bradford K. Gallagher
James A. Jacobson
Hans W. Kertess
William B. Ogden, IV
Alan Rappaport
Deborah A. Zoullas
B-2
Exhibit B-3
to Proxy Statement
Report of
Audit Oversight Committee
of the Board of Trustees of
PIMCO Global StocksPLUS & Income Fund (the
Fund)
(the Fund)
Dated May 24, 2011
The Audit Oversight Committee (the Committee)
oversees the Funds financial reporting process on behalf
of the Board of Trustees of the Fund (the Board) and
operates under a written Charter adopted by the Board. The
Committee meets with the 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 March 31,
2011 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 March 31,
2011. The Committee has discussed with PwC the matters required
to be discussed by Statements on Auditing Standard No. 61
(SAS 61). SAS 61 requires independent auditors 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 particularly sensitive accounting
estimates and the basis for the independent registered public
accounting firms 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 the 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
auditors to make written disclosure to and discuss with the
Committee various matters relating to the independent registered
public accounting firms independence), and has discussed
with PwC their independence. The Committee has also reviewed the
aggregate fees billed by PwC for professional services rendered
to the Fund and for non-audit services provided to Allianz
Global Investors Fund Management LLC (AGIFM),
the Funds investment manager during portions of the last
fiscal year, Pacific Investment Management Company LLC
(PIMCO), the Funds
sub-adviser
and any entity controlling, controlled by or under common
control with AGIFM or PIMCO that provided services to the Fund.
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 March 31, 2011 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 the New York Stock Exchange, and (3) PwC be
reappointed as the Funds independent registered public
accounting firm for the fiscal year ending March 31, 2012.
Submitted by the Audit Oversight Committee of the Board of
Trustees:
Paul Belica
Bradford K. Gallagher
James A. Jacobson
Hans W. Kertess
William B. Ogden, IV
Alan Rappaport
Deborah A. Zoullas
B-3
PROXY
AGIC CONVERTIBLE & INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of AGIC Convertible & Income Fund, a Massachusetts business
trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 10:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global Investors Fund
Management LLC, 1633 Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s) thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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Three simple methods to vote your proxy:
|
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Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
AGIC CONVERTIBLE & INCOME FUND
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees:
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) Deborah A. Zoullas (Class III) For o Withhold o
2. To vote and otherwise represent the undersigned on any other business that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
AGIC CONVERTIBLE & INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of AGIC Convertible & Income Fund, a Massachusetts
business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 10:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global Investors Fund
Management LLC, 1633 Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s) thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned as if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
|
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|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
AGIC CONVERTIBLE & INCOME FUND
PREFERRED SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees:
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) James A. Jacobson (Class II) For o Withhold o
(03) Deborah A. Zoullas (Class III) For o Withhold o
2. To vote and otherwise represent the undersigned on any other business that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
AGIC CONVERTIBLE & INCOME FUND II
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of AGIC Convertible & Income Fund II, a Massachusetts
business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 10:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global Investors Fund
Management LLC, 1633 Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s) thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned as if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
|
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HAS YOUR ADDRESS CHANGED?
|
|
DO YOU HAVE ANY COMMENTS? |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
AGIC CONVERTIBLE & INCOME FUND II
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees:
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) Deborah A. Zoullas (Class II) For o Withhold o
2. To vote and otherwise represent the undersigned on any other business that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
AGIC CONVERTIBLE & INCOME FUND II
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of AGIC Convertible & Income Fund II, a Massachusetts
business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 10:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global Investors Fund
Management LLC, 1633 Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s) thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned as if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
DO YOU HAVE ANY COMMENTS? |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
AGIC CONVERTIBLE & INCOME FUND II
PREFERRED SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees:
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) James A. Jacobson (Class II) For o Withhold o
(03) Deborah A. Zoullas (Class II) For o Withhold o
2. To vote and otherwise represent the undersigned on any other business that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of NFJ Dividend, Interest & Premium Strategy Fund, a
Massachusetts business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J.
Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual
Meeting) to be held at 11:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global
Investors Fund Management LLC, 1633 Broadway, between West 50th and West 51st
Streets, 42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s)
thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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Three simple methods to vote your proxy:
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Internet: |
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Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
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Touchtone
Phone
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Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
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Mail:
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Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees:
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) John C. Maney (Class III) For o Withhold o
(03) Alan Rappaport (Class III) For o Withhold o
(04) Deborah A. Zoullas (Class II) For o Withhold o
2. To vote and otherwise represent the undersigned on any other business that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
AGIC EQUITY & CONVERTIBLE INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of AGIC Equity & Convertible Income Fund, a Massachusetts
business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 10:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global Investors Fund
Management LLC, 1633 Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s) thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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Three simple methods to vote your proxy:
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Internet: |
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Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
AGIC EQUITY & CONVERTIBLE INCOME FUND
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees:
(01) Bradford K. Gallagher (Class III) For o Withhold o
(02) Hans W. Kertess (Class I) For o Withhold o
(03) William B. Ogden, IV (Class I) For o Withhold o
(04) Alan Rappaport (Class I) For o Withhold o
(05) Deborah A. Zoullas (Class III) For o Withhold o
2. To vote and otherwise represent the undersigned on any other business that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
AGIC INTERNATIONAL & PREMIUM STRATEGY FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of AGIC International & Premium Strategy
Fund, a Massachusetts business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J.
Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual
Meeting) to be held at 10:30 a.m., Eastern Time, July 20, 2011 at the offices of Allianz Global
Investors Fund Management LLC, 1633 Broadway, between West 50th and West 51st
Streets, 42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s)
thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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Three simple methods to vote your proxy:
|
|
|
Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
AGIC INTERNATIONAL & PREMIUM STRATEGY FUND
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING JOINT PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) John C. Maney (Class III) For o Withhold o
(03) Alan Rappaport (Class III) For o Withhold o
(04) Deborah A. Zoullas (Class II) For o Withhold o
2. To vote and otherwise represent the undersigned on any other matter that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
PIMCO GLOBAL STOCKSPLUS® & INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO Global StocksPLUS® & Income
Fund, a Massachusetts business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J.
Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual
Meeting) to be held at 12:00 p.m., Eastern Time, July 20, 2011 at the offices of Allianz Global
Investors Fund Management LLC, 1633 Broadway, between West 50th and West 51st
Streets, 42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s)
thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
|
|
DO YOU HAVE ANY COMMENTS? |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
PIMCO GLOBAL STOCKSPLUS® & INCOME FUND
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING JOINT PROXY CARD
A. Election of Trustees The Board of Trustees urges you to vote FOR the election of the
Nominees.
1. Nominees
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) John C. Maney (Class III) For o Withhold o
(03) Alan Rappaport (Class III) For o Withhold o
(04) Deborah A. Zoullas (Class II) ) For o Withhold o
2. To vote and otherwise represent the undersigned on any other matter that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.
PROXY
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 20, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
The undersigned holder of common shares of PIMCO Strategic Global Government Fund, Inc., a Maryland
corporation (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 12:00 p.m., Eastern Time, July 20, 2011 at the offices of Allianz Global Investors Fund
Management LLC, 1633 Broadway, between West 50th and West 51st Streets,
42nd Floor, New York, New York 10019, and any adjournment(s) or postponement(s) thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers possessed by the
undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore
given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books
of the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
DO YOU HAVE ANY COMMENTS? |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet: |
|
Log on to www.proxyonline.com. Make sure to have this proxy card
available when you plan to vote your shares. You will need the
control number found in the box at the right at the time you
execute your vote. |
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-800-690-6903 and follow
the automated instructions. Please have this
proxy card available at the time of the call. |
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side
of this proxy card and return it in the postage
paid envelope provided. |
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.
COMMON SHARES
Using a black ink pen, mark your votes with an X as shown
in this example. Please do not write outside the designated areas. þ
ANNUAL MEETING JOINT PROXY CARD
A. Election of Directors The Board of Directors urges you to vote FOR the election of
the Nominees.
1. Nominees
(01) Bradford K. Gallagher (Class II) For o Withhold o
(02) Hans W. Kertess (Class II) For o Withhold o
(03) John C. Maney (Class II) For o Withhold o
(04) Deborah A. Zoullas (Class III) For o Withhold o
2. To vote and otherwise represent the undersigned on any other matter that may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
___/___/___
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box.