PROXY
STATEMENT
MAY 22, 2013
FOR THE JOINT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2013
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the Boards of Trustees/Directors (the Board) of the shareholders of AllianzGI Convertible & Income Fund
(formerly, AGIC Convertible & Income Fund) (NCV), AllianzGI Convertible & Income Fund II (formerly, AGIC Convertible & Income Fund II) (NCZ), AllianzGI Equity & Convertible Income
Fund (formerly, AGIC Equity & Convertible Income Fund) (NIE), AllianzGI International & Premium Strategy Fund (formerly, AGIC International & Premium Strategy Fund) (NAI), AllianzGI NFJ Dividend,
Interest & Premium Strategy Fund (formerly, 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
1
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 17, 2013 at 10:00 A.M., Eastern Time, for NCV and NCZ, at 11:00 A.M, Eastern Time, for NAI and NIE, at 1:30 P.M., Eastern Time, for NFJ, and at 2:30 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 May 22, 2013.
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. The Shareholders of each Fund will vote on the applicable proposal set forth herein (the Proposal) and on any other matters that may properly be presented
for vote by Shareholders of that Fund. An unfavorable vote on 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 10, 2013 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 shares of common stock
(Common Shares) and shares of preferred stock (Preferred Shares and, together with the Common Shares, the Shares) issued and outstanding of each Fund at the close of business on the Record Date:
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Outstanding
Common Shares
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Outstanding
Preferred Shares
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NCV
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79,475,825
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14,280
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NCZ
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67,501,271
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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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9,991,367
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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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10,357,148
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N/A
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RCS
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40,749,135
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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.
2
At the Meeting, the election of certain Trustees (the Preferred Shares Trustees)
of NCV and NCZ will be voted on exclusively by the applicable Funds Preferred Shareholders. On each other proposal to be brought before the Meeting (including the election of the nominees other than the Preferred Shares Trustees by all
Shareholders), the Preferred Shareholders, if any, will have equal voting rights (
i.e.
, one vote per Share) with the applicable 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 re-election of Hans W. Kertess and William B. Ogden, IV as Trustees of NCV; and the Preferred
Shareholders of NCV, voting as a separate class, have the right to vote on the re-election of Alan Rappaport as a Trustee of the Fund.
NCZ:
The Common and Preferred Shareholders of NCZ, voting together as a
single class, have the right to vote on the re-election of William B. Ogden, IV as a Trustee of NCZ; and the Preferred Shareholders of NCZ, voting as a separate class, have the right to vote on the re-election of Alan Rappaport as a Trustee of the
Fund.
NIE:
The Shareholders of NIE, voting as a single class, have the right to vote on the re-election of Deborah A. DeCotis and Bradford K. Gallagher as Trustees of NIE.
NAI:
The
Shareholders of NAI, voting as a single class, have the right to vote on the re-election of Deborah A. DeCotis, Bradford K. Gallagher and James A. Jacobson as Trustees of NAI.
NFJ:
The Shareholders of NFJ, voting as a single class, have the right to
vote on the re-election of Deborah A. DeCotis, Bradford K. Gallagher and James A. Jacobson as Trustees of NFJ.
PGP:
The Shareholders of PGP, voting as a single class, have the right to vote on the re-election of Deborah A. DeCotis, Bradford
K. Gallagher and James A. Jacobson as Trustees of PGP.
RCS:
The Shareholders of RCS, voting as a single class, have the right to vote on the re-election of James A. Jacobson and William B.
Ogden, IV as Directors of RCS.
3
Summary
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Proposal
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Common
Shareholders
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Preferred
Shareholders
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Election of Trustees/Directors
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NCV
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Independent Trustee/Nominee
*
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Re-election of Hans W. Kertess
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ü
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ü
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Re-election of William B. Ogden, IV
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ü
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ü
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Re-election of Alan Rappaport
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N/A
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ü
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NCZ
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Independent Trustee/Nominee
*
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Re-election of William B. Ogden, IV
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ü
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ü
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Re-election of Alan Rappaport
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N/A
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ü
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NIE
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Independent Trustee/Nominee
*
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Re-election of Deborah A. DeCotis
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ü
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N/A
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Re-election of Bradford K. Gallagher
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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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Re-election of Deborah A. DeCotis
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ü
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N/A
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Re-election of Bradford K. Gallagher
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ü
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N/A
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Re-election of James A. Jacobson
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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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Re-election of Deborah A. DeCotis
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ü
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N/A
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Re-election of Bradford K. Gallagher
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ü
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N/A
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Re-election of James A. Jacobson
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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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Re-election of Deborah A. DeCotis
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ü
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N/A
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Re-election of Bradford K. Gallagher
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ü
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N/A
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Re-election of James A. Jacobson
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ü
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N/A
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RCS
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Independent Directors/Nominees
*
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Re-election of James A. Jacobson
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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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*
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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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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 Proposal
set forth herein, properly comes before the Meeting, 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 U.S. LLC (AGI) 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, AGI 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
therefor) may solicit proxies by telephone, mail, e-mail and personal interviews. Any out-of-pocket expenses incurred in connection with the solicitation will be borne by each Fund based on its relative net assets.
Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more
Shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to the Secretary of the Fund c/o Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New York
10019, or by calling 1-800-254-5197 on any business day.
As of the Record Date, the Trustees/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
5
following entities beneficially owned more than five percent (5%) of a class of a Fund:
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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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56.39% of Preferred Shares
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UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
Wheaton, Illinois 60187
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NCZ
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51.41% 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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NIE
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12.15% 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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20.32% 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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7.2% 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. The
Nominating Committee has recommended the 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 I Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of
Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from March 1, 2014 through February 28, 2015); and the term of office of the Class III Trustees will expire at the annual meeting of
6
Shareholders for the 2015-2016 fiscal year. Currently, Hans W. Kertess, William B. Ogden, IV and Alan Rappaport are Class I Trustees. The Nominating Committee has recommended to the Board
that Messrs. Kertess and Ogden be nominated for re-election by the Common and Preferred Shareholders, voting as a single class, as Class I Trustees at the Meeting and that Mr. Rappaport be nominated for re-election by the Preferred
Shareholders, voting as a separate class, as a Class I Trustee at the Meeting. Consistent with the Funds Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been
designated. Therefore, if re-elected at the Meeting, Messrs. Kertess, Ogden and Rappaport will serve a term consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the 2016-2017 fiscal year.
NCZ.
With respect to NCZ, the term of office of the Class I Trustees will expire at the Meeting; the term of
office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from March 1, 2014 through February 28, 2015); and the term of
office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2015-2016 fiscal year. Currently, William B. Ogden, IV and Alan Rappaport are Class I Trustees. The Nominating Committee has recommended to the
Board that Mr. Ogden be nominated for re-election by the Common and Preferred Shareholders, voting as a single class, as a Class I Trustee at the Meeting and that Mr. Rappaport be nominated for re-election by the Preferred
Shareholders, voting as a separate class, as a Class I Trustee at the Meeting. Consistent with the Funds Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been
designated. Therefore, if re-elected at the Meeting, Messrs. Ogden and Rappaport will serve a term consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the 2016-2017 fiscal year.
NIE.
With respect to NIE, the term of office of the Class III Trustees will expire at the Meeting; the term
of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from February 1, 2014 through January 31, 2015); and the term of
office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2015-2016 fiscal year. Currently, Deborah A. DeCotis and Bradford K. Gallagher are Class III Trustees. The Nominating Committee has recommended to
the Board that Ms. DeCotis and Mr. Gallagher be nominated for re-election as Class III Trustees at the Meeting. Consistent with the Funds Declaration, if re-elected, the nominees shall hold office for terms coinciding with the
Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and Mr. Gallagher will serve a term consistent with the Class III Trustees, which will expire at the Funds annual
meeting of Shareholders for the 2016-2017 fiscal year.
7
NAI.
With respect to NAI, the term of office of the Class II Trustees will
expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from March 1, 2014 through
February 28, 2015); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2015-2016 fiscal year. Currently, Deborah A. DeCotis, Bradford K. Gallagher and James A. Jacobson are
Class II Trustees. The Nominating Committee has recommended to the Board that Ms. DeCotis and Messrs. Gallagher and Jacobson be nominated for re-election as Class II Trustees at the Meeting. Consistent with the Funds
Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and Messrs. Gallagher and Jacobson will serve
a term consistent with the Class II Trustees, which will expire at the Funds annual meeting of Shareholders for the 2016-2017 fiscal year.
NFJ.
With respect to NFJ, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of
Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from February 1, 2014 through January 31, 2015); and the term of office of the Class I Trustees will expire at the annual meeting of
Shareholders for the 2015-2016 fiscal year. Currently, Deborah A. DeCotis, Bradford K. Gallagher and James A. Jacobson are Class II Trustees. The Nominating Committee has recommended to the Board that Ms. DeCotis and Messrs. Gallagher and
Jacobson be nominated for re-election as Class II Trustees at the Meeting. Consistent with the Funds Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been
designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and Messrs. Gallagher and Jacobson will serve a term consistent with the Class II Trustees, which will expire at the Funds annual meeting of Shareholders for the
2016-2017 fiscal year.
PGP.
With respect to PGP, the term of office of the Class II Trustees will expire at
the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from April 1, 2014 through March 31,
2015); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2015-2016 fiscal year. Currently, Deborah A. DeCotis, Bradford K. Gallagher and James A. Jacobson are Class II Trustees. The
Nominating Committee has recommended to the Board that Ms. DeCotis and Messrs. Gallagher and Jacobson be nominated for re-election as Class II Trustees at the Meeting. Consistent with the Funds Declaration, if re-elected, the
nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and Messrs. Gallagher and Jacobson will serve a term consistent with the
Class II Trustees, which will expire at the Funds annual meeting of Shareholders for the 2016-2017 fiscal year.
8
RCS.
With respect to RCS, the term of office of the Class I Directors will
expire at the Meeting; the term of office of the Class II Directors will expire at the annual meeting of Shareholders for the 2014-2015 fiscal year (i.e., the annual meeting for the fiscal year running from February 1, 2014 through
January 31, 2015); and the term of office of the Class III Directors will expire at the annual meeting of Shareholders for the 2015-2016 fiscal year. Currently, James A. Jacobson and William B. Ogden, IV are Class I Directors. The
Nominating Committee has recommended to the Board that Messrs. Jacobson and Ogden be nominated for re-election as Class I Directors at the Meeting. Consistent with the Funds Articles, if re-elected, the nominees shall hold office for
terms coinciding with the Classes of Directors to which they have been designated. Therefore, if re-elected at the Meeting, Messrs. Jacobson and Ogden will serve a term consistent with the Class I Directors, which will expire at the Funds
annual meeting of Shareholders for the 2016-2017 fiscal year.
All members of each Board of NCV, NCZ, NIE, NAI, NFJ and PGP
are and will remain, if re-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. Each member of the Board of RCS, is and, if elected, will remain a Continuing Director, as such term is defined in the Articles of that Fund, each such Director not being a person or an
affiliated person of a person who is entering into or proposing to enter into certain transactions with the Fund, as specified in the Articles, and having either served as a Director for a period of at least twelve months or being a successor to a
Continuing Director.
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:
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Trustee/Director/Nominee
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Class
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Expiration of Term if Elected*
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NCV
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Hans W. Kertess
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Class I
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Annual Meeting for the 2016-2017 fiscal year
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William B. Ogden, IV
Alan Rappaport
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Class I
Class I
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Annual Meeting for the 2016-2017 fiscal year
Annual Meeting for the 2016-2017 fiscal year
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9
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Trustee/Director/Nominee
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Class
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Expiration of Term if Elected*
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NCZ
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William B. Ogden, IV
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Class I
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Annual Meeting for the 2016-2017 fiscal year
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Alan Rappaport
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Class I
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Annual Meeting for the 2016-2017 fiscal year
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NIE
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Deborah A. DeCotis
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Class III
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Annual Meeting for the 2016-2017 fiscal year
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Bradford K. Gallagher
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Class III
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Annual Meeting for the 2016-2017 fiscal year
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NAI
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Deborah A. DeCotis
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Class II
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Annual Meeting for the 2016-2017 fiscal year
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Bradford K. Gallagher
James A. Jacobson
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Class II
Class II
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Annual Meeting for the 2016-2017 fiscal year
Annual Meeting for the 2016-2017 fiscal year
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NFJ
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Deborah A. DeCotis
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Class II
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Annual Meeting for the 2016-2017 fiscal year
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Bradford K. Gallagher
James A. Jacobson
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Class II
Class II
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Annual Meeting for the 2016-2017 fiscal year
Annual Meeting for the 2016-2017 fiscal year
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PGP
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Deborah A. DeCotis
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Class II
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Annual Meeting for the 2016-2017 fiscal year
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Bradford K. Gallagher
James A. Jacobson
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Class II
Class II
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Annual Meeting for the 2016-2017 fiscal year
Annual Meeting for the 2016-2017 fiscal year
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RCS
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James A. Jacobson
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Class I
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Annual Meeting for the 2016-2017 fiscal year
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William B. Ogden, IV
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Class I
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Annual Meeting for the 2016-2017 fiscal year
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A Trustee/Director of a Fund 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.
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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).
10
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 or Articles, as applicable, its By-Laws and applicable state law, the 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 seven Trustees/Directors, six of whom are not interested persons (within the meaning of Section 2(a)(19) of the 1940 Act) of the Fund or of the Manager (the Independent
Trustees/Directors). An Independent Trustee/Director serves as Chairman and is selected by a 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 its 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 relevant 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
11
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, administrative services, and these service providers are immediately responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager and
its affiliates serve as the Funds officers, including the Funds principal executive officer and principal financial and accounting officer, chief compliance officer and chief legal officer. The Manager and the Sub-Advisers employ
different processes, procedures and controls to identify and manage different types of risks that may affect the Funds. 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, custody and valuation of Fund assets, compliance with applicable laws, and the Funds financial accounting and reporting. In addition, the Board meets periodically with the individual portfolio managers of
the Funds to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks. The Board has emphasized to the Manager and the Sub-Advisers the importance of maintaining vigorous risk-management
programs and procedures.
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,
interacts with individuals within the Managers organization, including its Head of Risk Management, 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 reports. Further, the Board annually reviews the sufficiency of the Compliance
Policies, as well as the appointment and compensation of the CCO.
The Board recognizes that the reports it receives
concerning risk management matters are, by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or
cost-effective to eliminate or mitigate certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve the Funds investment objectives; and that the processes, procedures and controls
employed to address certain risks may be limited in their effectiveness. As a result of the foregoing and for other reasons, the Boards risk management oversight is subject to substantial limitations.
12
Information Regarding Trustees/Directors and Nominees.
The following table provides information concerning the Trustees
/
Directors/Nominees of the Funds.
|
|
|
|
|
|
|
|
|
|
|
Name, Address*,
Year of Birth
and Class
|
|
Position(s)
Held with
the Funds
|
|
Term of Office
and Length of
Time
Served
|
|
Principal
Occupation(s)
During the Past 5 Years
|
|
Number of
Portfolios
in
Fund
Complex
Overseen by
Trustee/
Director
Nominee
|
|
Other
Directorships
Held
by
Trustee/
Director
Nominee
|
Independent Trustees/Directors/Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah A.
DeCotis
1952
|
|
|
|
Since March
2011
|
|
Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Co-Chair Special Projects Committee, Memorial Sloan Kettering (since 2005); Board Member and Member of
the Investment and Finance Committees, Henry Street Settlement (since 2007); Trustee, Stanford University (since 2010). Formerly, Director, Helena Rubenstein Foundation (1997-2012); and Advisory Council, Stanford Business School
(2002-2008).
|
|
64
|
|
None
|
NCV Class III
|
|
Trustee
|
|
|
|
|
|
|
|
NCZ Class II
|
|
Trustee
|
|
|
|
|
|
|
|
NIE Class III
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
NAI Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
NFJ Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
PGP Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
RCS Class III
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bradford K.
Gallagher
1944
|
|
|
|
Since September
2010
|
|
Partner, New Technology Ventures Capital Management LLC, a venture capital fund (since 2011); Chairman and Trustee, Atlantic Maritime Heritage
Foundation (since 2007); Chairman and Trustee, The Common Fund (since 2005); Founder, Spyglass Investments LLC, a private investment vehicle (since 2001); and Founder, President and CEO, Cypress Holding Company and Cypress Tree Investment Management
Company (since 1995).
|
|
64
|
|
Formerly, Chairman and Trustee of Grail Advisors ETF Trust (2009-2010) and Trustee of Nicholas-Applegate Institutional Funds (2007-2010)
|
NCV Class II
|
|
Trustee
|
|
|
|
|
|
|
NCZ Class II
|
|
Trustee
|
|
|
|
|
|
|
NIE Class III
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
NAI Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
NFJ Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
PGP Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
RCS Class II
|
|
Director
|
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
Name, Address*,
Year of Birth
and Class
|
|
Position(s)
Held with
the Funds
|
|
Term of Office
and Length of
Time
Served
|
|
Principal
Occupation(s)
During the Past 5 Years
|
|
Number of
Portfolios
in
Fund
Complex
Overseen by
Trustee/
Director
Nominee
|
|
Other
Directorships
Held
by
Trustee/
Director
Nominee
|
James A. Jacobson
1945
|
|
|
|
Since December 2009
|
|
Retired. Formerly, Vice Chairman and Managing Director, Spear, Leeds & Kellogg Specialists, LLC, a specialist firm on the New York Stock
Exchange.
|
|
64
|
|
Trustee, Alpine Mutual Funds Complex consisting of 17 funds
|
NCV Class II
|
|
Trustee
|
|
|
|
|
|
|
|
NCZ Class II
|
|
Trustee
|
|
|
|
|
|
|
|
NIE Class II
|
|
Trustee
|
|
|
|
|
|
|
|
NAI Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
NFJ Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
PGP Class II
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
RCS Class I
|
|
Nominee,
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hans W. Kertess
1939
|
|
Trustee and
Chairman
of the
Board
Trustee
|
|
|
|
President, H. Kertess & Co., a financial advisory company. Formerly, Managing Director, Royal Bank of Canada Capital Markets.
|
|
64
|
|
None
|
NCV Class I
|
|
Nominee,
Trustee
|
|
NCV Since
February
2004
|
|
|
|
|
|
NCZ Class III
|
|
Trustee
|
|
NCZ Since July 2003
|
|
|
|
|
|
NIE Class I
|
|
Trustee
|
|
NIE Since inception (February 2007)
|
|
|
|
|
|
NAI Class I
|
|
Trustee
|
|
NAI Since April 2005
|
|
|
|
|
|
NFJ Class I
|
|
Trustee
|
|
NFJ Since inception (February 2005)
|
|
|
|
|
|
PGP Class I
|
|
Trustee
|
|
PGP Since
May
2005
|
|
|
|
|
|
RCS Class II
|
|
Director
|
|
RCS Since
June
2008
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
Name, Address*,
Year of Birth
and Class
|
|
Position(s)
Held with
the Funds
|
|
Term of Office
and Length of
Time
Served
|
|
Principal
Occupation(s)
During the Past 5 Years
|
|
Number of
Portfolios
in
Fund
Complex
Overseen by
Trustee/
Director
Nominee
|
|
Other
Directorships
Held
by
Trustee/
Director
Nominee
|
William B.
Ogden, IV
1945
|
|
|
|
|
|
Asset Management Industry Consultant. Formerly, Managing Director, Investment Banking Division of Citigroup Global Markets Inc.
|
|
64
|
|
None
|
NCV Class I
|
|
Nominee,
Trustee
|
|
NCV Since September 2006
|
|
|
|
|
|
NCZ Class I
|
|
Nominee,
Trustee
|
|
NCZ Since September 2006
|
|
|
|
|
|
NIE Class I
|
|
Trustee
|
|
NIE Since
June
2007
|
|
|
|
|
|
NAI Class I
|
|
Trustee
|
|
NAI Since
September 2006
|
|
|
|
|
|
NFJ Class I
|
|
Trustee
|
|
NFJ Since
September 2006
|
|
|
|
|
|
PGP Class I
|
|
Trustee
|
|
PGP Since
September 2006
|
|
|
|
|
|
RCS Class I
|
|
Nominee,
Director
|
|
RCS Since
June
2008
|
|
|
|
|
|
|
|
|
|
|
|
Alan Rappaport
1953
|
|
|
|
Since June 2010
|
|
Advisory Director (since 2012), formerly, Vice Chairman, Roundtable Investment Partners (since 2009); Chairman (formerly President), Private Bank of Bank of America;
Vice Chairman, US Trust (2001-2008); Trustee, American Museum of Natural History (since 2005) and Trustee, NYU Langone Medical Center (since 2007).
|
|
64
|
|
None
|
NCV Class I
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
NCZ Class I
|
|
Nominee,
Trustee
|
|
|
|
|
|
|
|
NIE Class I
|
|
Trustee
|
|
|
|
|
|
|
|
NAI Class III
|
|
Trustee
|
|
|
|
|
|
|
|
NFJ Class III
|
|
Trustee
|
|
|
|
|
|
|
|
PGP Class III
|
|
Trustee
|
|
|
|
|
|
|
|
RCS Class III
|
|
Director
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
Name, Address*,
Year of Birth
and Class
|
|
Position(s)
Held with
the Funds
|
|
Term of Office
and Length of
Time
Served
|
|
Principal
Occupation(s)
During the Past 5 Years
|
|
Number of
Portfolios
in
Fund
Complex
Overseen by
Trustee/
Director
Nominee
|
|
Other
Directorships
Held
by
Trustee/
Director
Nominee
|
Interested Trustee/Director
|
|
|
|
|
|
|
|
|
|
|
|
|
John C. Maney
1959
|
|
|
|
|
|
Member of the Management Board and a Managing Director of Allianz Global Investors Fund Management LLC; Managing Director of Allianz Asset Management of America L.P.
(since January 2005) and a member of the Management Board and Chief Operating Officer of Allianz Asset Management of America L.P. (since November 2006).
|
|
83
|
|
None
|
NCV Class III
|
|
Trustee
|
|
NCV Since December 2006
|
|
|
|
|
|
NCZ Class III
|
|
Trustee
|
|
NCZ Since
December
2006
|
|
|
|
|
|
NIE Class II
|
|
Trustee
|
|
NIE Since inception (February 2007)
|
|
|
|
|
|
NAI Class III
|
|
Trustee
|
|
NAI Since
December
2006
|
|
|
|
|
|
NFJ Class III
|
|
Trustee
|
|
NFJ Since
December
2006
|
|
|
|
|
|
PGP Class III
|
|
Trustee
|
|
PGP Since
December
2006
|
|
|
|
|
|
RCS Class II
|
|
Director
|
|
RCS Since June 2008
|
|
|
|
|
|
*
|
Unless otherwise indicated, the business address of the persons listed above is c/o Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New
York 10019.
|
|
Mr. Maney is an interested person of each Fund, as defined in Section 2(a)(19) of the 1940 Act, due to his affiliation with Allianz Asset
Management of America L.P. and its affiliates.
|
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.
|
|
|
|
|
|
|
|
|
Name of Trustee/
Director/Nominee
|
|
Dollar Range of
Equity Securities
in the Funds*
|
|
|
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen by
Trustee/Directors/Nominee in the Family of
Investment
Companies*
|
|
Independent Trustees/Directors/Nominees
|
|
Deborah A. DeCotis
|
|
|
None
|
|
|
Over $
|
100,000
|
|
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
|
|
16
|
|
|
|
|
|
|
|
|
Name of Trustee/
Director/Nominee
|
|
Dollar Range of
Equity Securities
in the Funds*
|
|
|
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen by
Trustee/Directors/Nominee in the Family of
Investment
Companies*
|
|
Interested Trustee/Director
|
|
John C. Maney
|
|
|
None
|
|
|
Over $
|
100,000
|
|
*
|
Securities are valued as of May 10, 2013.
|
To the knowledge of the Funds, as of May 10, 2013, 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 Strategy Fund, PIMCO Corporate & Income Opportunity Fund,
PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PCM Fund, Inc., AllianzGI Global Equity & Convertible Income Fund, PIMCO Dynamic Income Fund and PIMCO Dynamic Credit Income Fund, each a closed-end fund for
which the Manager serves as investment manager and affiliates of the Manager serve as sub-advisers (together, the Allianz Closed-End Funds); and AllianzGI Managed Accounts Trust, Allianz Funds Multi-Strategy Trust and Premier
Multi-Series VIT (together with the Allianz Closed-End Funds, the Allianz Managed Funds). As indicated below, certain of the officers of the Funds are affiliated with the Manager. Each of the Allianz Managed Funds is expected to hold
joint meetings of their Boards of Trustees/Directors whenever possible. Each Trustee/Director, other than any Trustee/Director who is a director, officer, partner or employee of the Manager, a Sub-Adviser or any entity controlling, controlled by or
under common control with the Manager or a Sub-Adviser, 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.
Each Trustees/Directors compensation and other costs in connection with joint meetings is allocated among the Allianz Managed Funds, as applicable, on the basis of fixed percentages as between
each such group of funds. Trustee/Director compensation and other costs will then be further allocated pro rata among the individual funds within each grouping (such as among the Funds) based on the complexity of issues relating to each such fund
and relative time spent by the Trustees/Directors in addressing them, and on each such funds relative net assets.
17
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, 2013 for NFJ, NIE and RCS, February 28, 2013 for NCV, NCZ and NAI, and March 31, 2013 for PGP. For the calendar year ended December 31, 2012, 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 a Sub-Adviser, or of any entity controlling, controlled by or under common control with the Manager or a Sub-Adviser, including any Interested Trustee/Director, serves without any
compensation from the Funds.
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
Name of Trustees/
Directors/Nominees
|
|
Aggregate
Compensation
from NFJ for
the Fiscal Year
Ended
January 31,
2013
|
|
Aggregate
Compensation
from NIE for
the Fiscal Year
Ended
January 31,
2013
|
|
Aggregate
Compensation
from RCS for
the Fiscal Year
Ended
January 31,
2013
|
|
Aggregate
Compensation
from NCV for
the Fiscal Year
Ended
February 28,
2013
|
|
Aggregate
Compensation
from NCZ for
the Fiscal Year
Ended
February 28,
2013
|
Independent Trustees/Directors/Nominees
|
|
|
Deborah A. DeCotis
|
|
$19,054
|
|
$4,846
|
|
$4,269
|
|
$11,318
|
|
$8,599
|
Bradford K. Gallagher
|
|
$19,054
|
|
$4,846
|
|
$4,269
|
|
$11,318
|
|
$8,599
|
James A. Jacobson
|
|
$22,870
|
|
$5,815
|
|
$5,123
|
|
$13,584
|
|
$10,320
|
Hans W. Kertess
|
|
$24,803
|
|
$6,307
|
|
$5,556
|
|
$14,732
|
|
$11,193
|
William B. Ogden, IV
|
|
$19,054
|
|
$4,846
|
|
$4,269
|
|
$11,318
|
|
$8,599
|
Alan Rappaport
|
|
$19,054
|
|
$4,846
|
|
$4,269
|
|
$11,318
|
|
$8,599
|
Interested Trustee/Director
|
|
|
John C. Maney
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
|
|
|
|
|
|
|
|
Name of Trustees/Directors /
Nominees
|
|
Aggregate
Compensation
from NAI for
the Fiscal Year
Ended
February 28,
2013
|
|
Aggregate
Compensation
from PGP for
the Fiscal Year
Ended
March 31,
2013
|
|
Total Compensation from
the Funds and
Fund Complex Paid to
Trustees/Directors/
Nominees for
the
Calendar Year Ended
December 31,
2012*
|
|
|
Independent Trustees/Directors/Nominees
|
Deborah A. DeCotis
|
|
$1,190
|
|
$1,330
|
|
$250,000
|
|
|
Bradford K. Gallagher
|
|
$1,190
|
|
$1,330
|
|
$250,000
|
|
|
James A. Jacobson
|
|
$1,427
|
|
$1,597
|
|
$300,000
|
|
|
Hans W. Kertess
|
|
$1,549
|
|
$1,732
|
|
$325,000
|
|
|
William B. Ogden, IV
|
|
$1,190
|
|
$1,330
|
|
$250,000
|
|
|
Alan Rappaport
|
|
$1,190
|
|
$1,330
|
|
$250,000
|
|
|
Interested Trustee/Director
|
|
|
|
|
|
|
|
|
John C. Maney
|
|
$0
|
|
$0
|
|
$0
|
|
|
*
|
In addition to the Allianz Closed-End Funds, during each Funds most recently completed fiscal year, all of the Trustees/Directors served as
Trustees/Directors of
|
18
|
three open-end investment companies (each consisting of separate investment portfolios) advised by the Manager. These investment companies are considered to be in the same
Fund Complex as the Funds.
|
The Funds have no employees. The Funds officers and
Mr. Maney are compensated by the Manager, the Sub-Advisers or one of their affiliates.
Trustee/Director
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). 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 a substantial length of time as trustee or 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. The following is a summary of various qualifications,
experiences and skills of each Trustee/Director (in addition to business experience during the past five years set forth in the table above) that contributed to the Boards conclusion that an individual should serve on the Board. References to
qualifications, experiences and skills are not intended to hold out the Board or individual Trustees/Directors as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the
Board by reason thereof.
Deborah A. DeCotis
Ms. DeCotis has substantial senior executive experience
in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and experience in oversight of investment management functions through her experience as a former Director of the Helena
Rubenstein Foundation, Stanford Graduate School of Business and Armor Holdings.
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
19
President of Fidelity Investments Institutional Services Company, he provides the Funds with significant asset management industry expertise. He also brings significant securities industry
experience, having served as a developer and founder of several enterprises and private investment vehicles.
James A.
Jacobson
Mr. Jacobson has substantial executive and board experience in the financial services industry. He served for more than 15 years as a senior executive at a New York Stock Exchange (the NYSE) specialist
firm. He has also served on the NYSE Board of Directors, including terms as Vice Chair. As such, he provides significant expertise on matters relating to portfolio brokerage and trade execution. He also provides the Funds with significant financial
expertise, serves as the Audit Oversight 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 financial services
industry. He formerly served as Chairman and President of the Private Bank of Bank of America and as Vice Chairman of U.S. Trust. He is currently an Advisory Director of an investment banking firm.
Board Committees and Meetings.
Audit Oversight Committee.
The Board of each Fund has established an Audit Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities
20
Exchange Act of 1934, as amended (the Exchange Act). Each Funds Audit Oversight Committee currently consists of Messrs. Gallagher, Jacobson, Kertess, Ogden and Rappaport
and Ms. DeCotis, each of whom is an Independent Trustee/Director. 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 non-audit 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 June 14, 2011 is attached to this Proxy Statement as
Exhibit A
. A report of the Audit Oversight Committee of NFJ, NIE and RCS, dated March 21, 2013, is attached to this Proxy Statement as
Exhibit B-1
. A report of the Audit Oversight Committee of NCV, NCZ and NAI, dated April 23, 2013, is attached to this Proxy Statement as
Exhibit B-2
. A report of the Audit Oversight Committee of PGP, dated May 21,
2013, 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. Gallagher, Jacobson, Kertess, Ogden, and Rappaport and Ms. DeCotis. The Nominating Committee is responsible for reviewing and recommending
qualified candidates to the Board in the event that a position is vacated or created or when Trustees/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/closedendfunds
.
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
21
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 foregoing description of the requirements is only a summary.
Please refer to Appendix B to the Nominating Committee Charter for each Fund, which is available at
http://www.allianzinvestors.com/closedendfunds
, for details.
The Nominating Committee has full discretion to reject nominees recommended by Shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be
nominated for election to the Board of each Fund.
Diversity.
The Nominating Committee takes diversity of a
particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustee/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.
22
Valuation Committee.
The Board of each Fund has a Valuation Committee currently
consisting of Messrs. Gallagher, Jacobson, Kertess, Ogden and Rappaport and Ms. DeCotis. The Valuation Committee has been delegated responsibility by the Board for overseeing determination of the fair value of each Funds portfolio
securities on behalf of the Board in accordance with the Funds valuation procedures. 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. Gallagher, Jacobson, Kertess, Ogden and Rappaport and Ms. DeCotis. 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, 2013, the Board of Trustees held four regular
meetings and three special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee met in separate session four times and the Compensation
Committee met in separate session one time. 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, 2013.
With respect to NCV, during the fiscal year ended February 28, 2013, the Board of
Trustees held four regular meetings and three special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee met in separate session four times
and the Compensation Committee met in separate session one time. 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, 2013.
With respect to NCZ, during the fiscal year ended February 28,
2013, the Board of Trustees held four regular meetings and three special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee met in separate
session four times and the Compensation Committee met in separate session one time. Each Trustee attended in person or via teleconference at least 75% of the
23
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, 2013.
With respect to NIE, during the fiscal year ended January 31, 2013, the Board of Trustees held four regular meetings and three
special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee met in separate session four times, and the Compensation Committee met in
separate session one time. 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, 2013.
With respect to NAI, during the fiscal year ended February 28, 2013, the Board of Trustees held
four regular meetings and four special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee met in separate session four times and the
Compensation Committee met in separate session one time. 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 28, 2013.
With respect to PGP, during the fiscal year ended March 31, 2013,
the Board of Trustees held five regular meetings and two special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee met in separate session
five times and the Compensation Committee met in separate session one time. 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, 2013.
With respect to RCS, during the fiscal year ended
January 31, 2013, the Board of Directors held four regular meetings and two special meetings. The Audit Oversight Committee met in separate session three times, the Nominating Committee met in separate session one time, the Valuation Committee
met in separate session four times and the Compensation Committee met in separate session one time. 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, 2013.
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
Shareholders may send communications to the Board.
Shareholders may mail written
24
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 of each
Fund or his designee is responsible for reviewing properly submitted shareholder communications. The CLO shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board
meeting or (ii) if the CLO determines that the communication requires more immediate attention, forward the communication to the Trustees/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, relevant officers, investment advisers and relevant affiliated persons
of the investment advisers and persons who beneficially own more than 10% of any class of outstanding securities of such Fund has complied with all applicable filing requirements during each Funds respective fiscal years, except that, due to
an administrative oversight, Allianz Global Investors U.S. Holdings LLC, an affiliate of each of NIE, NFJ, NCV, NCZ and NAI, filed a single late Form 3 in January 2013 with respect to of each of NIE, NFJ, NCV, NCZ and NAI.
Required Vote.
The re-election of Messrs. Kertess and Ogden to the Board of NCV and Mr. Ogden to the Board of NCZ will
require the affirmative vote of a plurality of the votes of the Common and Preferred Shareholders (voting together as
25
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. Rappaport 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 the Preferred Shares Trustee at the Meeting, in person or by proxy. The re-election of
Ms. DeCotis and Messrs. Gallagher and Jacobson 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 in the election of Trustees at the Meeting, in person
or by proxy. The re-election of Ms. DeCotis and Mr. Gallagher to the Board of NIE will require the affirmative vote of a plurality of the votes of the Shareholders of the Fund cast in the election of Trustees at the meeting, in person or
by proxy. The re-election of Messrs. Jacobson and Ogden to the Board of RCS will require the affirmative vote of a plurality of the votes of the Shareholders of the relevant Fund cast in the election of Directors at the Meeting, in person or by
proxy.
THE BOARDS OF TRUSTEES/DIRECTORS OF THE FUNDS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THIS PROPOSAL.
26
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 shall be elected or appointed by the Board of Directors each year at its first meeting held after the annual meeting of Shareholders, or at any other time. Officers
serve at the pleasure of the Board. Each such officer shall hold office until his or her successor shall have been duly elected or appointed and qualified, or until his death, or until he or she shall have resigned or have been removed. Officers and
employees of the Funds who are principals, officers, members or employees of the Manager or the Sub-Advisers are not compensated by the Funds.
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|
Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office and Length
of Time
Served
|
|
Principal Occupation(s)
During the Past
5 Years
|
Brian S. Shlissel
1964
|
|
President & Chief Executive Officer
|
|
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 30 funds in
the Fund Complex; President of 53 funds in the Fund Complex; and Treasurer, Principal Financial and Accounting Officer of The Korea Fund, Inc. Formerly, Treasurer, Principal Financial and Accounting Officer of 50 funds in the Fund Complex
(2005-2010).
|
|
|
|
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Lawrence G. Altadonna
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
|
|
Director, Director of Fund Administration of Allianz Global Investors Fund Management LLC; Treasurer, Principal Financial and Accounting Officer of 83 funds in the
Fund Complex; and Assistant Treasurer of The Korea Fund, Inc. Formerly, Assistant Treasurer of 50 funds in the Fund Complex (2005-2010).
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27
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Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office and Length
of Time
Served
|
|
Principal Occupation(s)
During the Past
5 Years
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Thomas J. Fuccillo
1968
|
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Vice President, Secretary and Chief Legal Officer
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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
|
|
Managing Director, Chief Legal Officer and Secretary of Allianz Global Investors Fund Management LLC and Allianz Global Investors Distributors LLC; Managing Director and Chief
Regulatory Counsel of Allianz Global Investors U.S. Holdings LLC; Vice President, Secretary and Chief Legal Officer of 83 funds in the Fund Complex; and Secretary and Chief Legal Officer of The Korea Fund, Inc.
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Youse Guia
680 Newport
Center Drive
Suite 250
Newport Beach,
CA 92660
1972
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Chief Compliance Officer
|
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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
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Director, Head of Compliance, Allianz Global Investors U.S. Holdings LLC; and Chief Compliance Officer of 64 funds in the Fund Complex and of The Korea Fund,
Inc.
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Lagan Srivastava
1977
|
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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 of Allianz Global Investors U.S. Holdings LLC; Assistant Secretary of 83 funds in the Fund Complex and of The Korea Fund, Inc.
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Richard J. Cochran
1961
|
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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 of Allianz Global Investors Fund Management LLC; Assistant Treasurer of 83 funds in the Fund Complex and of The Korea Fund,
Inc.
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28
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|
Name, Address*
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office and
Length of Time
Served
|
|
Principal Occupation(s)
During the Past
5 Years
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Orhan Dzemaili
1974
|
|
Assistant Treasurer
|
|
Since January 2011
|
|
Vice President of Allianz Global Investors Fund Management LLC; Assistant Treasurer of 83 funds in the Fund Complex.
|
|
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Scott Whisten
1971
|
|
Assistant Treasurer
|
|
Since January 2007
|
|
Director of Allianz Global Investors Fund Management LLC; and Assistant Treasurer of 83 funds in the Fund Complex.
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*
|
Unless otherwise noted, the address of the Funds officers is Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New York 10019.
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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 and is responsible for managing the Funds business affairs and administrative matters. The
Manager retains its affiliates AGI as Sub-Adviser to NCV, NCZ, NIE, NAI and with respect to a portion of the assets of NFJ, NFJ Group as Sub-Adviser with respect to a portion of the assets of NFJ, and PIMCO as Sub-Adviser to PGP and RCS. AGI, the
indirect parent company of NFJ Group, is an investment adviser based in New York, Dallas and San Diego. AGIs principal place of business is located at 1633 Broadway, New York, New York 10019. NFJ Group is located at 2100 Ross Avenue,
Suite 1840, Dallas, Texas 75201. PIMCO is located at 840 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.
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, 2014 for NIE, NFJ and RCS, February 28, 2014 for NCV, NCZ and
NAI and March 31, 2014 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.
29
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.
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
30
engagements. For each Funds last two fiscal years, the Audit Fees billed by PwC are shown in the table below:
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Fund
|
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Fiscal Year Ended
|
|
Audit Fees
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NIE
|
|
January 31, 2013
|
|
$59,000
|
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January 31, 2012
|
|
$55,890
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NFJ
|
|
January 31, 2013
|
|
$71,775
|
|
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January 31, 2012
|
|
$69,345
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RCS
|
|
January 31, 2013
|
|
$80,000
|
|
|
January 31, 2012
|
|
$72,450
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NCV
|
|
February 28, 2013
|
|
$60,000
|
|
|
February 29, 2012
|
|
$55,890
|
NCZ
|
|
February 28, 2013
|
|
$60,000
|
|
|
February 29, 2012
|
|
$55,890
|
NAI
|
|
February 28, 2013
|
|
$55,000
|
|
|
February 29, 2012
|
|
$51,750
|
PGP
|
|
March 31, 2013
|
|
$80,000
|
|
|
March 31, 2012
|
|
$72,450
|
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.
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Audit-Related Fees
|
|
NIE
|
|
January 31, 2013
|
|
$
|
0
|
|
|
|
January 31, 2012
|
|
$
|
0
|
|
NFJ
|
|
January 31, 2013
|
|
$
|
0
|
|
|
|
January 31, 2012
|
|
$
|
0
|
|
RCS
|
|
January 31, 2013
|
|
$
|
0
|
|
|
|
January 31, 2012
|
|
$
|
0
|
|
NCV
|
|
February 28, 2013
|
|
$
|
10,000
|
|
|
|
February 29, 2012
|
|
$
|
10,000
|
|
NCZ
|
|
February 28, 2013
|
|
$
|
16,000
|
|
|
|
February 29, 2012
|
|
$
|
16,000
|
|
NAI
|
|
February 28, 2013
|
|
$
|
0
|
|
|
|
February 29, 2012
|
|
$
|
0
|
|
PGP
|
|
March 31, 2013
|
|
$
|
0
|
|
|
|
March 31, 2012
|
|
$
|
0
|
|
31
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, 2013
|
|
$15,000
|
|
|
January 31, 2012
|
|
$15,000
|
NFJ
|
|
January 31, 2013
|
|
$15,530
|
|
|
January 31, 2012
|
|
$15,000
|
RCS
|
|
January 31, 2013
|
|
$15,530
|
|
|
January 31, 2012
|
|
$15,000
|
NCV
|
|
February 28, 2013
|
|
$14,910
|
|
|
February 29, 2012
|
|
$14,410
|
NCZ
|
|
February 28, 2013
|
|
$14,910
|
|
|
February 29, 2012
|
|
$14,410
|
NAI
|
|
February 28, 2013
|
|
$14,300
|
|
|
February 29, 2012
|
|
$13,820
|
PGP
|
|
March 31, 2013
|
|
$15,530
|
|
|
March 31, 2012
|
|
$15,000
|
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.
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:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Aggregate Non-
Audit Fees
for Fund
|
|
Non-Audit Fees
for
Accounting
Affiliates
|
|
Aggregate
Non-Audit Fees
|
NIE
|
|
January 31, 2013
|
|
$15,000
|
|
$3,905,962
|
|
$3,920,962
|
|
|
January 31, 2012
|
|
$15,000
|
|
$3,065,843
|
|
$3,080,843
|
NFJ
|
|
January 31, 2013
|
|
$15,530
|
|
$3,907,212
|
|
$3,922,742
|
|
|
January 31, 2012
|
|
$15,000
|
|
$3,067,563
|
|
$3,082,563
|
32
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
Aggregate Non-
Audit Fees
for Fund
|
|
Non-Audit Fees
for
Accounting
Affiliates
|
|
Aggregate
Non-Audit Fees
|
RCS
|
|
January 31, 2013
|
|
$15,530
|
|
$9,712,670
|
|
$9,728,200
|
|
|
January 31, 2012
|
|
$15,000
|
|
$7,361,610
|
|
$7,376,610
|
NCV
|
|
February 28, 2013
|
|
$24,910
|
|
$4,060,762
|
|
$4,085,672
|
|
|
February 29, 2012
|
|
$24,410
|
|
$3,110,329
|
|
$3,134,739
|
NCZ
|
|
February 28, 2013
|
|
$30,910
|
|
$4,054,762
|
|
$4,085,672
|
|
|
February 29, 2012
|
|
$30,410
|
|
$3,104,329
|
|
$3,134,739
|
NAI
|
|
February 28, 2013
|
|
$14,300
|
|
$4,070,762
|
|
$4,085,062
|
|
|
February 29, 2012
|
|
$13,820
|
|
$3,120,329
|
|
$3,134,149
|
PGP
|
|
March 31, 2013
|
|
$15,530
|
|
$9,944,645
|
|
$9,960,175
|
|
|
March 31, 2012
|
|
$15,000
|
|
$6,349,606
|
|
$6,364,606
|
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, 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 except that, where the Preferred Shares or Common Shares will vote as separate classes, then 30% of the
shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. 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 for a Fund, it is advisable to defer action on the Proposal for that Fund, 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 with respect to RCS 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
33
those proxies which they are entitled to vote in favor of the Proposal. They will vote against any such adjournment those proxies submitted that instruct them to withhold all votes on the
Incumbent Nominees. The costs of any additional solicitation and of any adjourned session will be borne by the applicable Fund. Any proposals properly before the Meeting for which sufficient favorable votes have been received by the time of the
Meeting will be acted upon and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. In certain circumstances in which a Fund has received sufficient votes to
approve a matter being recommended for approval by the Funds Board, the Fund may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of broker non-votes in order to avoid the need for solicitation of
additional votes in favor of the proposal.
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
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). For a proposal requiring
approval of a plurality of votes cast, such as the election of Trustees,/Directors, abstentions and broker non-votes will have no effect on the outcome of the Proposal to elect Trustees/Directors for a Fund. For a proposal requiring approval any
Proposal for a specific percentage of shares present or outstanding abstentions and broker non-votes will have the same effect as a vote against the proposal.
For ease of reference, the terms shares and shareholders as used herein include stock issued by, and stockholders of, RCS.
Reports to Shareholders.
Below are the dates on or about which the Annual Reports to Shareholders for the most recently
completed fiscal year of each Fund were mailed or will be mailed:
|
|
|
Fund
|
|
Mail Date
of the
Annual Report to Shareholders
|
NCV
|
|
April 25, 2013
|
NCZ
|
|
April 25, 2013
|
NIE
|
|
March 25, 2013
|
NAI
|
|
April 26, 2013
|
NFJ
|
|
March 25, 2013
|
PGP
|
|
May 24, 2013
|
RCS
|
|
March 26, 2013
|
34
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 Annual Meeting for the 2014-2015 Fiscal Year.
It is currently anticipated that each Funds next annual meeting of Shareholders after the Meeting addressed in
this Proxy Statement will be held in July 2014. Proposals of Shareholders intended to be presented at that annual meeting of the Fund must be received by the Fund no later than January 22, 2014 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 annual meeting for the 2014-2015 fiscal year (
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. Each Funds Bylaws provide that any such proposal must be received in writing by the Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which the Fund first mailed its proxy
materials for the prior years shareholder meeting; provided that, if, in accordance with applicable law, the upcoming shareholder meeting is set for a date that is not within 30 days from the anniversary of the Funds prior shareholder
meeting, such proposal must be received by the later of the close of business on (i) the date 45 days prior to such upcoming shareholder meeting date or (ii) the 10th business day following the date such upcoming shareholder meeting date
is first publicly announced or disclosed. Assuming the next annual meeting is ultimately scheduled to be within 30 days of the anniversary of this years meeting, such proposals must be received no earlier than March 23, 2014 and no
later than April 7, 2014. If a Shareholder who wishes to present a proposal fails to notify the Fund within these dates, the proxies solicited for the meeting will be voted the Shareholders proposal, if it is properly brought before
the meeting, in accordance with the judgment of the persons named in the enclosed proxy card(s). If a Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the
SECs proxy rules. Shareholder proposals should be addressed to the attention of the Secretary of the applicable Fund, at the address of the principal executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP,
Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-3600.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY
CARDS PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
May 22, 2013
35
Exhibit A to Proxy Statement
Allianz Global Investors Fund Management Sponsored Closed-End Funds
Audit Oversight Committee Charter
(Adopted as of January 14, 2004,
as amended through
June 14, 2011)
The Board of Trustees or Directors (each a Board) of each of the registered investment companies listed in
Appendix A
hereto (each a Fund and, collectively, the
Funds), as the same may be periodically updated, has adopted this Charter to govern the activities of the Audit Oversight Committee (the Committee) of the particular Board with respect to its oversight of the Fund. This
Charter applies separately to each Fund and its particular Board and Committee, and shall be interpreted accordingly. This Charter supersedes and replaces any audit committee charter previously adopted by the Board or a committee of the Board.
Statement of Purpose and Functions
The 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 registered public accounting firm
(IA), and the performance of the Funds internal control systems and IA. The Committees purpose is also to prepare reports required by Securities and Exchange Commission rules to be included in the Funds annual proxy
statements, if any.
The Committees function is oversight. While the Committee has the responsibilities set forth in
this Charter, it is not the responsibility of the Committee to plan or conduct audits, to prepare or determine that the Funds financial statements are complete and accurate and are in accordance with generally accepted accounting principles,
or to assure compliance with laws, regulations or any internal rules or policies of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Funds internal control systems, and the IA is
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
36
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 forth in such rule) under
the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock Exchange (the NYSE). Each member of the Committee must be financially literate (or must become so within a
reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have accounting or related financial management expertise, in each case as the Board interprets such qualification in its
business judgment under NYSE listing standards.
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 IA based on an evaluation of their independence and the nature and performance of the audit and any permitted non-audit services.
Decisions by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The Funds IA must
report directly to the Committee, which shall be responsible for resolution of disagreements between management and the IA relating to financial reporting.
2. To consider the independence of the Funds IA at least annually, and in connection therewith receive on a periodic basis formal written disclosures and letters from the IA as required by Rule 3526
of the Public Company Accounting Oversight Board.
37
3. To the extent required by applicable regulations, pre-approve (i) all audit and
permitted non-audit services rendered by the IA to the Fund and (ii) all non-audit services rendered by the IA to the 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 IA to the Fund, the investment advisers and certain affiliates of the investment advisers for audit, audit-related and permitted non-audit services.
5. If and to the extent that the Fund intends to have employees, set clear policies for the hiring by the Fund of employees or former
employees of the Funds IA.
6. Obtain and review at least annually a report from the IA describing (i) the IAs
internal quality-control procedures and (ii) any material issues raised (a) by the IAs most recent internal quality-control review or peer review or (b) by any governmental or other professional inquiry or investigation
performed within the preceding five years respecting one or more IA carried out by the firm, and any steps taken to address any such issues.
7. Review with the Funds IA arrangements for and the scope of the annual audit and any special audits, including the form of any opinion proposed to be rendered to the Board and shareholders of the
Fund.
8. Meet with management and the IA to review and discuss the 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 IA matters required by Statement of Accounting
Standards (SAS) No. 61 and any other matters required to be reported to the Committee under applicable law; and provide a statement whether, based on its review of the Funds audited financial statements, the Committee
recommends to the Board that the audited financial statements be included in the Funds Annual Report.
Meet with
management to review and discuss the Funds unaudited financial statements included in the semi-annual report, including, if any, a review of any specific disclosure of managements discussion of the Funds investment performance.
9. Discuss with management and, as needed, the IA the Funds unaudited financial statements.
10. Review with the IA 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 IA the Funds accounting and financial reporting
policies, practices and internal controls, including
38
the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the IA.
12. Discuss with management its policies with respect to risk assessment and risk management.
13. Discuss with management any press releases discussing the 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.
14. Establish procedures for (i) the receipt, retention, and
treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the 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.
15. Investigate or initiate the investigation of any improprieties or suspected improprieties in the Funds accounting operations or financial reporting.
16. 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.
17. Report to the Board on a regular basis (at least annually) on the
Committees activities.
18. Perform such other functions consistent with this Charter, the Agreement and Declaration of
Trust and Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as set forth in this Charter to a subcommittee of one or more members of the Committee.
Meetings
At
least annually, the Committee shall meet separately with the IA and separately with the representatives of Fund management responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special
meetings as and when it deems necessary or appropriate.
39
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 IA for the issuance of an audit report relating to the Funds financial statements or the performance of other audit, review or
attest services for the Fund; (ii) compensation of independent legal counsel or other advisers retained by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in fulfilling its
purposes or carrying out its responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. In
addition, the performance of the Committee shall be reviewed at least annually 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.
40
Appendix A
Funds Subject to this Charter
(As of February 1, 2013)
ALLIANZGI NFJ DIVIDEND, INTEREST & PREMIUM
STRATEGY FUND (NFJ)
ALLIANZGI CONVERTIBLE & INCOME FUND (NCV)
ALLIANZGI CONVERTIBLE & INCOME FUND II (NCZ)
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND (NIE)
ALLIANZGI
GLOBAL EQUITY & CONVERTIBLE INCOME FUND (NGZ)
ALLIANZGI INTERNATIONAL & PREMIUM STRATEGY FUND
(NAI)
PCM FUND, INC. (PCM)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND (PCQ)
PIMCO CALIFORNIA
MUNICIPAL INCOME FUND II (PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND III (PZC)
PIMCO CORPORATE & INCOME STRATEGY FUND (PCN)
PIMCO CORPORATE & INCOME OPPORTUNITY FUND (PTY)
PIMCO DYNAMIC
CREDIT INCOME FUND (PCI)
PIMCO DYNAMIC INCOME FUND (PDI)
PIMCO INCOME STRATEGY FUND (PFL)
PIMCO INCOME STRATEGY FUND II (PFN)
PIMCO GLOBAL STOCKSPLUS &
INCOME FUND (PGP)
PIMCO HIGH INCOME FUND (PHK)
PIMCO INCOME OPPORTUNITY FUND (PKO)
PIMCO MUNICIPAL INCOME FUND (PMF)
PIMCO MUNICIPAL INCOME FUND II
(PML)
PIMCO MUNICIPAL INCOME FUND III (PMX)
PIMCO NEW YORK MUNICIPAL INCOME FUND (PNF)
PIMCO NEW YORK MUNICIPAL INCOME FUND II (PNI)
PIMCO NEW YORK MUNICIPAL
INCOME FUND III (PYN)
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND INC. (RCS)
A-1
Exhibit B-1 to Proxy Statement
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Common Shares of AllianzGI 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 10:00 a.m., Eastern Time, July 17, 2013 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?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at
the right at the time you execute your vote.
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
ALLIANZGI 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) Hans W. Kertess (Class I)
|
|
For
¨
|
|
Withhold
¨
|
(02) William B. Ogden, IV (Class I)
|
|
For
¨
|
|
Withhold
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
|
Change of Address Please print new address below.
|
|
|
Comments Please print your comments below.
|
|
C. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
/
/
|
Signature 1 Please keep signature within the box.
|
|
|
Signature 2 Please keep signature within the box.
|
|
PROXY
ALLIANZGI CONVERTIBLE & INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Preferred Shares of AllianzGI 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 10:00 a.m., Eastern Time, July 17, 2013 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?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need
the control number found in the box at the right at the time you execute your vote.
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the
call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
ALLIANZGI 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) Hans W. Kertess (Class I)
|
|
For
¨
|
|
Withhold
¨
|
(02) William B. Ogden, IV (Class I)
|
|
For
¨
|
|
Withhold
¨
|
(03) Alan Rappaport (Class I)
|
|
For
¨
|
|
Withhold
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
|
Change of Address Please print new address below.
|
|
|
Comments Please print your comments below.
|
|
C. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
/
/
|
Signature 1 Please keep signature within the box.
|
|
|
Signature 2 Please keep signature within the box.
|
|
PROXY
ALLIANZGI CONVERTIBLE & INCOME FUND II
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Common Shares of AllianzGI 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 10:00 a.m., Eastern Time, July 17, 2013 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.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
ALLIANZGI 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 Trustee The Board of Trustees urges you to vote
FOR
the election of the Nominee.
1. Nominee:
|
|
|
|
|
(01) William B. Ogden, IV (Class I)
|
|
For
¨
|
|
Withhold
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
Change of Address Please print new address below.
Comments Please print your comments below.
C. Authorized Signatures This
section must be completed for your vote to be counted. Date and Sign Below
Please sign this proxy card exactly as your name(s)
appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
/
/
Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within
the box.
PROXY
ALLIANZGI CONVERTIBLE & INCOME FUND II
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Preferred Shares of AllianzGI 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 10:00 a.m., Eastern Time, July 17, 2013 at the offices of Allianz Global Investors Fund Management LLC, 1633 Broadway, between West 50
th
and West
51
st
Streets, 42
nd
Floor, New York, New York 10019, and any adjournment(s) or
postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present
at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE
REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your
name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or her title.
|
|
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
|
|
DO YOU HAVE ANY COMMENTS?
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three simple methods to vote your proxy:
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
ALLIANZGI 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) William B. Ogden, IV (Class I)
|
|
For
¨
|
|
Withhold
¨
|
(02) Alan Rappaport (Class I)
|
|
For
¨
|
|
Withhold
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
|
Change of Address Please print new address below.
|
|
|
Comments Please print your comments below.
|
|
C. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
/
/
|
Signature 1 Please keep signature within the box.
|
|
|
Signature 2 Please keep signature within the box.
|
|
PROXY
ALLIANZGI NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Common Shares of AllianzGI 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 1:30 p.m., Eastern Time, July 17, 2013 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.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
|
|
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
ALLIANZGI 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) Deborah A. DeCotis (Class II)
|
|
For
¨
|
|
Withhold
¨
|
(02) Bradford K. Gallagher (Class II)
|
|
For
¨
|
|
Withhold
¨
|
(03) James A. Jacobson (Class II)
|
|
For
¨
|
|
Withhold
¨
|
2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting
or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting Items
|
Change of Address Please print new address below.
|
|
|
Comments Please print your comments below.
|
|
C. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign this proxy card exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
Date (mm/dd/yyyy) Please print date below.
/
/
|
Signature 1 Please keep signature within the box.
|
|
|
Signature 2 Please keep signature within the box.
|
|
PROXY
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Common Shares of AllianzGI Equity & Convertible Income Fund, a Massachusetts
business trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of
Shareholders of the Fund (the Annual Meeting) to be held at 11:00 a.m., Eastern Time, July 17, 2013 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.us
. Make sure to have this proxy card available when you plan to vote your shares. You will
need the control number found in the box at the right at the time you execute your vote.
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the
call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
ALLIANZGI 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.
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(01) Deborah A. DeCotis (Class III)
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For
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Withhold
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(02) Bradford K. Gallagher (Class III)
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For
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Withhold
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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
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Change of Address Please print new address below.
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Comments Please print your comments below.
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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.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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PROXY
ALLIANZGI INTERNATIONAL & PREMIUM STRATEGY FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF THE FUND
The undersigned holder of Common Shares of AllianzGI 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 11:00 a.m., Eastern Time, July 17, 2013 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.us
. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right
at the time you execute your vote.
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Touchtone
Phone
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Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
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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.
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ALLIANZGI 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.
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(01) Deborah A. DeCotis (Class II)
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For
¨
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Withhold
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(02) Bradford K. Gallagher (Class II)
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For
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Withhold
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(03) James A. Jacobson (Class II)
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For
¨
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Withhold
¨
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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
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Change of Address Please print new address below.
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Comments Please print your comments below.
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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.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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PROXY
PIMCO GLOBAL STOCKSPLUS
®
& INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
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 2:30 p.m., Eastern Time, July 17, 2013 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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|
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Three simple methods to vote your proxy:
|
|
|
Internet:
|
|
Log on to
www.proxyonline.us
. Make sure to have this proxy card available when you plan to vote your shares. You will
need the control number found in the box at the right at the time you execute your vote.
|
Touchtone
Phone
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|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the
call.
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|
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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.
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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
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(01) Deborah A. DeCotis (Class II)
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For
¨
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Withhold
¨
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(02) Bradford K. Gallagher (Class II)
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For
¨
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Withhold
¨
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(03) James A. Jacobson (Class II)
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For
¨
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Withhold
¨
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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
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Change of Address Please print new address below.
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|
|
Comments Please print your comments below.
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|
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.
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/
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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PROXY
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 17, 2013
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 2:30 p.m., Eastern Time, July 17, 2013 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.us
. Make sure to have this proxy card available when you plan to vote your shares. You will
need the control number found in the box at the right at the time you execute your vote.
|
Touchtone
Phone
|
|
Simply dial toll-free 1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the
call.
|
|
|
Mail:
|
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
PIMCO 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
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(01) James A. Jacobson (Class I)
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For
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Withhold
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(02) William B. Ogden, IV (Class I)
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For
¨
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Withhold
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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
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Change of Address Please print new address below.
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|
|
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.
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/
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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