SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Soliciting Material Under Rule
[ ] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Joint Proxy Statement
[ ] Definitive Additional Materials
PIMCO COPORATE INCOME FUND
PIMCO CORPORATE OPPORTUNITY FUND
-------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
-------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
-------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------------
----------------
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 9, 2004
----------------
C/O PIMCO ADVISORS FUND MANAGEMENT LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
To the Shareholders of PIMCO Corporate Income Fund ("PCN") and PIMCO Corporate
Opportunity Fund ("PTY") (each, a "Fund" and collectively, the "Funds"):
Notice is hereby given that a Joint Annual Meeting of Shareholders (the
"Meeting") of the Funds will be held at the offices of PIMCO Advisors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, on Tuesday, March 9, 2004 at 10:00 a.m., Eastern Time, for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated February 2, 2004:
1. To elect Trustees of the Funds, each to hold office for the term
indicated and until their successors shall have been elected and
qualified; and
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Trustees of each Fund has fixed the close of business on
January 20, 2004 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Meeting or any postponement or
adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Trustees of each Fund.
By order of the Board of Trustees
of each Fund
/s/ Newton B. Schott
--------------------------------
Newton B. Schott, Jr., Secretary
New York, New York
February 2, 2004
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY, NO MATTER HOW MANY SHARES YOU OWN. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE APPLICABLE ENCLOSED PROXY
OR PROXIES IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. PLEASE MARK AND MAIL YOUR PROXY OR PROXIES PROMPTLY IN ORDER
TO SAVE THE FUNDS ANY ADDITIONAL COSTS OF FURTHER PROXY SOLICITATIONS AND IN
ORDER FOR THE MEETING TO BE HELD AS SCHEDULED.
PIMCO CORPORATE INCOME FUND ("PCN")
PIMCO CORPORATE OPPORTUNITY FUND ("PTY")
C/O PIMCO ADVISORS FUND MANAGEMENT LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
---------------------
PROXY STATEMENT
---------------------
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 9, 2004
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Boards of Trustees (each, a "Board") of PCN and PTY (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 or postponement thereof (the
"Meeting"). The Meeting will be held at the offices of PIMCO Advisors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, on Tuesday, March 9, 2004 at 10:00 a.m., Eastern Time.
The Notice of Joint Annual Meeting of Shareholders (the "Notice"), this
Proxy Statement and the enclosed Proxy Card are first being sent to
Shareholders on or about February 5, 2004.
The Meeting is scheduled as a joint meeting of the respective holders of
common shares (the "Common Shareholders") and preferred shares (the "Preferred
Shareholders" and, together with Common Shareholders, the "Shareholders") of
the Funds because the Shareholders of the Funds are expected to consider and
vote on similar matters. Shareholders of each Fund will vote separately on the
Proposal set forth herein and on any other matters that may arise for that
Fund, and an unfavorable vote on the 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 the other Fund.
The Board of each Fund has fixed the close of business on January 20, 2004
as the record date (the "Record Date") for the determination of Shareholders of
each Fund entitled to notice of, and to vote at, the Meeting, and any
postponement or adjournment thereof. Shareholders of each Fund on the Record
Date will be entitled to one vote on each matter to which they are entitled to
vote and that is to be voted on by Shareholders of that Fund for each share
held, and a fractional vote with respect to fractional shares, with no
cumulative voting rights. The following table sets forth the number of shares
of common stock ("Common Shares") and shares of preferred stock ("Preferred
Shares" and, together with the Common Shares, the "Shares") issued and
outstanding of each Fund at the close of business on the Record Date:
OUTSTANDING OUTSTANDING
FUND COMMON SHARES PREFERRED SHARES
------- --------------- -----------------
PCN 35,608,407 12,000
PTY 63,730,209 22,600
The classes of stock listed in the table above are the only classes of
stock currently authorized by each Fund.
At the Meeting, Preferred Shareholders of each Fund will have equal voting
rights (i.e., one vote per Share) with the Fund's Common Shareholders and,
except as discussed below, will vote together with Common Shareholders as a
single class on all proposals to be brought before the Meeting applicable to
that Fund. As summarized in the table below, (i) the Preferred Shareholders of
PCN, voting as a separate class, have the right to vote on the election of John
J. Dalessandro II as a Trustee of the Fund, (ii) the Common and Preferred
Shareholders of PCN, voting together as a single class, have the right to vote
on the election of Paul Belica as a Trustee of the Fund, (iii) the Preferred
Shareholders of PTY, voting as a separate class, have the right to vote on the
election on Robert E. Connor as a Trustee of the Fund, and (iv) the Common and
Preferred Shareholders of PTY, voting together as a single class, have the
right to vote on the election of Hans W. Kertess, R. Peter Sullivan III and
Stephen J. Treadway as Trustees of the Fund.
SUMMARY
PROPOSAL COMMON SHAREHOLDERS PREFERRED SHAREHOLDERS
-------- --------------------- -----------------------
ELECTION OF TRUSTEES
PCN
o Election of John J. Dalessandro II ............... N/A X
O ELECTION OF PAUL BELICA .......................... X X
PTY
O ELECTION OF ROBERT E. CONNOR ..................... N/A X
O ELECTION OF HANS W. KERTESS, R. PETER SULLIVAN III
AND STEPHEN J. TREADWAY .......................... X X
You may vote by mailing the enclosed proxy card. Shares represented by
duly executed and timely delivered proxies will be voted as instructed on the
proxy. If you mail the enclosed proxy and no choice is indicated for the
Proposal 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 1345
Avenue of the Americas, New York, NY 10105, (ii) by properly executing a
later-dated proxy, or (iii) by attending the Meeting, requesting return of any
previously delivered proxy and voting in person. If any proposal, other than
the Proposal set forth herein, properly comes before the Meeting, Shares
represented by the proxies will be voted on all such proposals in the
discretion of the person, or persons, voting the proxies.
The principal executive offices of each Fund are located at 1345 Avenue of
the Americas, New York, New York 10105. PIMCO Advisors Fund Management LLC (the
"Manager") serves as the investment manager of each Fund and retains its
affiliate, Pacific Investment Management Company LLC ("PIMCO"), to serve as
each Fund's sub-adviser. Additional information regarding the Manager and PIMCO
may be found under "Additional Information -- Investment Manager and Portfolio
Manager".
The solicitation will be by mail and the cost of soliciting proxies for a
Fund will be borne by that 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 proportionately by each of the
Funds based upon each Fund's net assets.
As of January 20, 2004, the Trustees and nominees and the officers of each
Fund as a group and individually beneficially owned less than one percent (1%)
of either Fund's outstanding Common Shares and Preferred Shares and, to the
knowledge of each Fund, no person beneficially owned more than five percent
(5%) of the outstanding Shares of either class of any Fund.
2
PROPOSAL: ELECTION OF TRUSTEES
In accordance with each Fund's Amended and Restated Agreement and
Declaration of Trust (each a "Declaration"), the Trustees of each Fund have
been divided into the following three classes (each a "Class"): Class I, Class
II and Class III.
With respect to PCN, 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 2005 annual meeting of shareholders; and the term of office of the Class
I Trustees will expire at the 2006 annual meeting of shareholders. At each
annual meeting, successors to the Class of Trustees whose term expires at that
annual meeting shall be elected for a three-year term. Accordingly,
Shareholders of PCN will vote to elect Class II Trustees at the Meeting for an
approximate three-year term expiring at the 2007 annual meeting of
shareholders. John J. Dalessandro II and Paul Belica have been nominated for
re-election as Class II Trustees at the Meeting.
With respect to PTY, 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 2005 annual meeting of shareholders; and the term of office of the Class
III Trustees will expire at the 2006 annual meeting of shareholders.
Accordingly, Shareholders will vote to elect Class I Trustees at the Meeting
for an approximate three-year term expiring at the 2007 annual meeting of
shareholders. Robert E. Connor has been nominated for re-election as a Class I
Trustee at the Meeting.
In October 2003, after the initial public offerings of the Shares, the
Board of Trustees of PTY approved an increase in the size of the Board from
three to four members and Hans W. Kertess was appointed as a Trustee of the
Fund to fill the vacancy created by such action. In accordance with the Fund's
Declaration, Mr. Kertess was designated a Class I Trustee to serve until the
Meeting, at which time his initial term will expire. The Board has since
determined to increase its size from four to six members and the Fund's
Nominating Committee recommended to the Board that R. Peter Sullivan III and
Stephen J. Treadway be nominated to serve as Trustees of the Fund to fill the
vacancies created by such action. Mr. Sullivan has been nominated to serve as a
Class II Trustee and Mr. Treadway has been nominated to serve as a Class III
Trustee. Consistent with the Declaration, if elected, each nominee shall hold
office for terms that coincide with the Class of Trustees to which they have
been designated. Therefore, if elected at the Meeting, Mr. Kertess will serve a
term coinciding with the Class I Trustees, which will expire at the Fund's 2007
annual meeting, Mr. Sullivan will serve a term coinciding with the Class II
Trustees, which will expire at the Fund's 2005 annual meeting and Mr. Treadway
will serve a term coinciding with the Class III Trustees, which will expire at
the Fund's 2006 annual meeting.
All members of the Board are or will be, if elected, "Continuing
Trustees," as such term is defined in the applicable Fund's Declaration, having
either served as Trustee since the inception of each Fund or having been
nominated by at least a majority of the Continuing Trustees then members of the
Board.
At any annual meeting of shareholders, any Trustee elected to fill a
vacancy that has arisen since the preceding annual meeting of shareholders
where such vacancy arose other than by an increase in the number of Trustees
(whether or not such vacancy has been filled by election of a new Trustee by
the Board of Trustees) shall hold office for a term that coincides with the
remaining term of the Class of Trustees to which such office was previously
assigned, and until his successor shall be elected and shall qualify.
3
The following table summarizes, for each Fund, the nominees who will stand
for election at the Meeting, the respective Class of Trustees to which they
have been designated and the expiration of their respective terms if elected:
TRUSTEE CLASS EXPIRATION OF TERM IF ELECTED*
------- ----------- -------------------------------
PCN
John J. Dalessandro II ......... Class II 2007 Annual Meeting
Paul Belica .................... Class II 2007 Annual Meeting
PTY
Robert E. Connor ............... Class I 2007 Annual Meeting
Hans W. Kertess ................ Class I 2007 Annual Meeting
R. Peter Sullivan III .......... Class II 2005 Annual Meeting
Stephen J. Treadway ............ Class III 2006 Annual Meeting
----------
* A Trustee elected at an annual meeting shall hold office until the annual
meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
Under this classified Board structure, only those Trustees in a single
Class may be replaced in any one year, and it would require a minimum of two
years to change a majority of the Board of a Fund under normal circumstances.
This structure, which may be regarded as an "anti-takeover" provision, may make
it more difficult for a Fund's Shareholders to change the majority of Trustees
of the Fund and, thus, promotes the continuity of management.
Unless authority is withheld, it is the intention of the persons named in
the enclosed proxy for each Fund to vote each proxy for the persons listed
above. Each of the nominees has indicated he will serve if elected, but if he
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 the Board may determine
to leave a vacancy).
4
INFORMATION REGARDING TRUSTEES AND NOMINEES.
The following table provides information concerning the Trustees/Nominees
of the Funds. Each of the Trustees listed are nominees for election to either
PCN or PTY at the Meeting.
NUMBER OF
PORTFOLIOS IN
FUND OTHER
POSITION(S) TERM OF COMPLEX DIRECTORSHIPS
HELD OFFICE AND OVERSEEN BY HELD BY
NAME, WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) TRUSTEE/ TRUSTEE/
ADDRESS*, AND AGE FUND TIME SERVED DURING THE PAST 5 YEARS NOMINEE NOMINEE
---------------------- ------------ ------------- ---------------------------------------------------- -------------- --------------
INDEPENDENT TRUSTEES**
----------------------
Paul Belica Trustee PCN
Age 82 Since Trustee, Fixed Income SHares, PIMCO Municipal 18 None.
inception Income Fund, PIMCO California Municipal
PCN (December Income Fund, PIMCO New York Municipal
(Class II) 2001) Income Fund, PIMCO Municipal Income Fund II,
PIMCO California Municipal Income Fund II,
PTY PTY PIMCO New York Municipal Income Fund II, PIMCO
(Class III) Since Municipal Income Fund III, PIMCO California
inception Municipal Income Fund III, PIMCO New York
(November Municipal Income Fund III, PIMCO Corporate
2002) Opportunity Fund, Nicholas-Applegate
Convertible & Income Fund, PIMCO High Income
Fund, Nicholas-Applegate Convertible & Income
Fund II and PIMCO Floating Rate Income Fund;
Director, Municipal Advantage Fund Inc.;
Manager, Stratigos Fund, L.L.C., Whistler Fund,
L.L.C., Xanthus Fund, L.L.C. and Advantage
Advisers Wynstone Fund, L.L.C.; Director,
Student Loan Finance Corp., Education Loans,
Inc., Goal Funding, Inc., Goal Funding II, Inc.
Formerly, Advisor, Salomon Smith Barney Inc.;
Director, Central European Value Fund, Inc.,
and Deck House Inc.
Robert E. Connor*** Trustee PCN Trustee, Fixed Income SHares, PIMCO Municipal 18 None.
Age 69 Since Income Fund, PIMCO California Municipal
inception Income Fund, PIMCO New York Municipal Income
PCN and PTY (December Fund, PIMCO Municipal Income Fund II, PIMCO
(Class I) 2001) California Municipal Income Fund II, PIMCO New York
Municipal Income Fund II, PIMCO Municipal
PTY Income Fund III, PIMCO California Municipal
Since Income Fund III, PIMCO New York Municipal
inception Income Fund III, Nicholas-Applegate Convertible &
(November Income Fund, Nicholas-Applegate Convertible & Income
2002) Fund II, PIMCO High Income Fund and PIMCO
Floating Rate Income Fund; Director, Municipal
Advantage Fund, Inc.; Corporate Affairs Consultant;
Formerly, Senior Vice President, Corporate Office,
Salomon Smith Barney Inc.
5
NUMBER OF
PORTFOLIOS IN
FUND OTHER
POSITION(S) TERM OF COMPLEX DIRECTORSHIPS
HELD OFFICE AND OVERSEEN BY HELD BY
NAME, WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) TRUSTEE/ TRUSTEE/
ADDRESS*, AND AGE FUND TIME SERVED DURING THE PAST 5 YEARS NOMINEE NOMINEE
--------------------- ------------- ------------ ------------------------------------------------------ -------------- -------------
John J. Dalessandro Trustee PCN President and Director, J.J. Dalessandro II Ltd., 15 None.
II+ Since registered broker-dealer and member of the New York
Age 66 inception Stock Exchange; Trustee, PIMCO Municipal Income
(December Fund, PIMCO California Municipal Income Fund,
PCN and PTY 2001) PIMCO New York Municipal Income Fund, PIMCO
(Class II) Municipal Income Fund II, PIMCO California Municipal
PTY Income Fund II, PIMCO New York Municipal Income
Since Fund II, PIMCO Municipal Income Fund III, PIMCO
inception California Municipal Income Fund III, PIMCO New
(November York Municipal Income Fund III, Nicholas-Applegate
2002) Convertible & Income Fund, Nicholas-Applegate
Convertible & Income Fund II, PIMCO High Income
Fund and PIMCO Floating Rate Income Fund.
Hans W. Kertess Trustee PCN President, H. Kertess & Co.; Trustee, PIMCO Municipal 14 None.
Age 64 Since Income Fund, PIMCO California Municipal Income
inception Fund, PIMCO New York Municipal Income Fund,
PCN and PTY (December PIMCO Municipal Income Fund II, PIMCO California
(Class I) 2001) Municipal Income Fund II, PIMCO New York Municipal
Income Fund II, PIMCO Municipal Income Fund III,
PTY PIMCO California Municipal Income Fund III, PIMCO
Since New York Municipal Income Fund III, PIMCO High
October Income Fund, Nicholas-Applegate Convertible & Income
2003 Fund II and PIMCO Floating Rate Income Fund.
Formerly, Managing Director, Royal Bank of Canada
Capital Markets.
R. Peter Sullivan III PCN PCN Trustee, PIMCO Municipal Income Fund, PIMCO 10 None.
Age 62 Trustee Since California Municipal Income Fund, PIMCO New York
April Municipal Income Fund, PIMCO Municipal Income
PCN 2002 Fund II, PIMCO California Municipal Income Fund II,
(Class III) PIMCO New York Municipal Income Fund II, PIMCO
Municipal Income Fund III, PIMCO California
Municipal Income Fund III and PIMCO New York
Municipal Income Fund III. Formerly, Managing Partner,
Bear Wagner Specialists LLC.
6
NUMBER OF
PORTFOLIOS IN
FUND OTHER
POSITION(S) TERM OF COMPLEX DIRECTORSHIPS
HELD OFFICE AND OVERSEEN BY HELD BY
NAME, WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) TRUSTEE/ TRUSTEE/
ADDRESS*, AND AGE FUND TIME SERVED DURING THE PAST 5 YEARS NOMINEE NOMINEE
---------------------- ------------- ------------ ---------------------------------------------------- -------------- --------------
INTERESTED TRUSTEE**
Stephen J. PCN PCN, Managing Director, Allianz Dresdner Asset Management 55 None.
Treadway++ Trustee, Since of America L.P. ("ADAM"); Managing Director and
2187 Atlantic Street Chairman inception Chief Executive Officer, PIMCO Advisors Fund
Stamford, CT 06902 (December Management LLC and PIMCO Advisors Distributors
Age 56 2001) LLC; Member of the Board of Management of Allianz
Dresdner Asset Management GmbH; Chairman, Fixed
PCN Income SHares, Nicholas-Applegate Convertible &
(Class III) Income Fund, Nicholas-Applegate Convertible & Income
Fund II and PIMCO High Income Fund; Trustee,
Chairman and President, PIMCO Advisors VIT; Trustee
and Chairman, PIMCO Funds: Multi-Manager Series,
PIMCO Municipal Income Fund, PIMCO California
Municipal Income Fund, PIMCO New York Municipal
Income Fund, PIMCO Corporate 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 and PIMCO Floating
Rate Income Fund; Director and Chairman, Municipal
Advantage Fund Inc.
----------
* Unless otherwise indicated, the business address of the persons listed
below is c/o PIMCO Advisors Fund Management LLC, 1345 Avenue of the
Americas, New York, New York 10105.
** "Independent Trustees" are those Trustees who are not "interested
persons," as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), of the Funds. "Interested Trustees" are those who are
"interested persons" of the Funds.
*** In addition to the positions noted, Mr. Connor previously provided
occasional editorial consulting services as an independent contractor to
an administrative unit of Smith Barney, an affiliate of Citigroup Inc.,
the parent company of Citigroup Global Markets Inc.
+ Mr. Dalessandro is treated by the Funds as not being an "interested
person" (as defined in Section 2(a)(19) of the 1940 Act) of the Funds,
the Manager or PIMCO, despite his affiliation with J.J. Dalessandro II
Ltd., a member of the New York Stock Exchange, Inc. that operates as a
floor broker and effects portfolio transactions for other brokers,
generally other members of the New York Stock Exchange, and one unrelated
investment adviser.
++ Mr. Treadway is an "interested person" of the Funds due to his
affiliation with the Manager, as set forth above. Mr. Treadway's
positions with affiliated persons of the Funds are set forth in the table
above.
7
The following table states the dollar range of equity securities
beneficially owned as of January 20, 2004 by each Trustee and nominee of each
Fund and, on an aggregate basis, in any registered investment companies
overseen by the Trustee or nominee in the "family of investment companies"
including the Funds.
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
DOLLAR RANGE OF EQUITY REGISTERED INVESTMENT COMPANIES OVERSEEN BY
NAME OF TRUSTEE/NOMINEE FUND SECURITIES IN FUND* TRUSTEE/NOMINEE IN THE FAMILY OF INVESTMENT COMPANIES*
----------------------- ------ ------------------------ -------------------------------------------------------
INDEPENDENT TRUSTEES
Paul Belica .................... PCN None. Over $100,000.
PTY None.
Robert E. Connor ............... PCN None. None.
PTY None.
Hans W. Kertess ................ PCN None. None.
PTY None.
R. Peter Sullivan III .......... PCN None. None.
PTY None.
John J. Dalessandro II ......... PCN None. None.
PTY None.
INTERESTED TRUSTEE
Stephen J. Treadway ............ PCN None. Over $100,000.
PTY None.
----------
* Securities are valued as of January 20, 2004.
To the knowledge of the Fund, as of January 20, 2004, Trustees and
nominees who are Independent Trustees and their immediately family members did
not own securities of an investment adviser or principal underwriter of a Fund
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 a Fund.
COMPENSATION. The Funds, PIMCO Municipal Income Fund, PIMCO California
Municipal Income, 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, Nicholas-Applegate
Convertible & Income Fund, Nicholas-Applegate Convertible & Income Fund II,
PIMCO High Income Fund and PIMCO Floating Rate Income Fund (collectively, the
"PIMCO Advisors Closed-End Funds") are expected to hold joint meetings of their
Boards of Trustees whenever possible. Each Trustee, other than any Trustee who
is a director, officer, partner or employee of the Manager or PIMCO or any
entity controlling, controlled by or under common control with the Manager or
PIMCO, receives compensation for their attendance at joint meetings and for
their service on Board committees. Trustees will receive up to a maximum of (i)
$25,000 for each quarterly joint meeting for the first four joint meetings in
each year, (ii) $5,000 for each additional joint meeting in such year if the
meetings are attended in person and (iii) $1,000 for joint telephonic meetings.
Each Trustee receives a pro-rata percentage of the aforementioned fees based on
each Fund's respective net assets, including net assets attributable to the
Fund's Outstanding Preferred Shares, of the Funds on which that Trustees
serves. In addition, each Trustee who serves as a member of an Audit Oversight
Committee will receive $1,000 per fund per meeting of the Audit Oversight
Committees for those PIMCO Advisors Closed-End
8
Funds for which they serve as Trustee and Audit Oversight Committee member if
the meeting takes place on a day other than the day of a regularly scheduled
Board meeting. Trustees will also be reimbursed for meeting-related expenses.
Messrs. Belica and Kertess each receive an additional $500 per fund per meeting
of the Audit Oversight Committees for their service as Audit Oversight
Committee Co-Chairmen.
Each Trustee's compensation and other meeting-related expenses are
allocated pro rata among the PIMCO Closed-End Funds on whose Boards the Trustee
serves based on each such Fund's net assets, including assets attributable to
the Fund's Preferred Shares.
The PIMCO Closed-End Funds do not provide any pension or other retirement
benefits to their Trustees.
The following table provides information concerning the compensation paid
to the Trustees by PCN for PCN's fiscal year ended October 31, 2003 and
estimated compensation to be paid to the Trustees by PTY for PTY's current
fiscal year ending November 30, 2004. For the calendar year ended December 31,
2003, the Trustees and nominees received the compensation set forth in the
following table for serving as trustees of the Funds and other funds in the
same "Fund Complex" as the Funds. Each officer and Trustee, such as Mr.
Treadway, who is a director, officer, partner, member or employee of the
Manager or PIMCO, or any entity controlling, controlled by or under common
control with the Manager or PIMCO, serves without any compensation from the
Funds.
COMPENSATION TABLE
TOTAL COMPENSATION
FROM THE FUNDS
ESTIMATED AND FUND COMPLEX PAID TO
AGGREGATE COMPENSATION FROM AGGREGATE COMPENSATION FROM TRUSTEES/NOMINEES FOR THE
PCN FOR THE FISCAL YEAR ENDED PTY FOR THE FISCAL YEAR CALENDAR YEAR ENDED
NAME OF TRUSTEE* OCTOBER 31, 2003 ENDING NOVEMBER 30, 2004** DECEMBER 31, 2003***
---------------- ----------------------------- -------------------------- --------------------
Paul Belica ................ $6,960 $15,000 $115,476
Robert E. Connor ........... $6,960 $14,500 $147,350
Hans W. Kertess ............ $7,162 $15,000 $ 89,445
R. Peter Sullivan III ...... $7,162 N/A $ 46,550
John J. Dalessandro II ..... $6,960 $12,500 $129,000
----------
* Mr. Treadway does not receive compensation from the Funds for his service
as a Trustee.
** Since PTY has not completed a full fiscal year (its initial fiscal year
ended November 30, 2003 covered only eleven months), compensation is
estimated based upon future payments expected to be made by the Fund
during its current fiscal year ending November 30, 2004 and upon
estimated relative net assets of the PIMCO Closed-End Funds.
*** In addition to the PIMCO Closed-End Funds, during the most recently
complete fiscal years, Mr. Belica and Mr. Connor served as Trustees of
one open-end investment company (comprising two separate investment
portfolios) advised by the Manager and one closed-end investment company
advised by the Manager. These investment companies are considered to be
in the same "Fund Complex" as the Funds.The Funds have no employees.
Their officers are compensated by the Manager, PIMCO or one of their
affiliates.
BOARD COMMITTEES AND MEETINGS.
AUDIT OVERSIGHT COMMITTEE. The Board of each Fund has established an Audit
Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the
9
"Exchange Act"), consisting of Messrs. Belica, Connor, Kertess and Sullivan for
PCN and Messrs. Belica, Connor and Kertess for PTY, each of whom is an
Independent Trustee. Each Fund's Audit Oversight Committee provides oversight
with respect to the internal and external accounting and auditing procedures of
the Fund and, among other things, determines the selection of independent
public auditors for the 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 the Fund, and services to be performed by the auditors
for certain affiliates, including the Manager and PIMCO and entities in a
control relationship with the Manager or PIMCO that provide services to the
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 Fund's auditors.
Each member of the Audit Oversight Committee is "independent," as
independence for audit committee members is defined in the currently applicable
listing standards of the New York Stock Exchange, on which the Common Shares of
each Fund are listed.
The Board of each Fund has adopted a written charter for the Audit
Oversight Committee, a copy of which is included as Exhibit A to this Proxy
Statement. The charter included in Exhibit A was adopted on January 14, 2004 to
conform to newly adopted rules of the New York Stock Exchange on which the
Funds' Common Shares are listed. The Committee was governed by a different
charter prior to that time, including during each Fund's last fiscal year. A
report of the Audit Oversight Committee of PCN, dated December 16, 2003, is
attached to this Proxy Statement as Exhibit B-1. A report of the Audit
Oversight Committee of PTY, dated January 14, 2004, is attached to this Proxy
Statement as Exhibit B-2.
NOMINATING COMMITTEE. The Board of each Fund has a Nominating Committee
composed solely of Independent Trustees, consisting of Messrs. Belica, Connor,
Kertess and Sullivan for PCN and Messrs. Belica, Connor and Kertess for PTY.
The Nominating Committees are responsible for reviewing and recommending
qualified candidates to the Boards in the event that a position is vacated or
created. The Nominating Committee has adopted a charter, which is included as
Exhibit C to this proxy statement. The Nominating Committee Charter will, in
the future, also be posted on the Fund's website, www.pimcoadvisors.com.
Qualifications, Evaluation and Identification of Trustee Nominees. The
Nominating Committee of each Fund requires that Trustee candidates have a
college degree or equivalent business experience. When evaluating candidates,
each Fund's Nominating Committee may take into account a wide variety of
factors including, but not limited to: (i) availability and commitment of a
candidate to attend meetings and perform his or her responsibilities on the
Board, (ii) relevant industry and related experience, (iii) educational
background, (iv) financial expertise, (v) an assessment of the candidate's
ability, judgment and expertise and (vi) overall Board composition. The process
of identifying nominees involves the consideration of candidates recommended by
one or more of the following sources: (i) the Fund's current Trustees, (ii) the
Fund's officers, (iii) the Fund's shareholders and (iv) any other source the
Committee deems to be appropriate. The Nominating Committee may, but is not
required to, retain a third party search firm at the applicable Fund's expense
to identity 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 Trustee, provided that the recommending Shareholder
follows the Procedures for Shareholders to Submit Nominee Candidates, which are
set forth as Appendix B to the Funds' Nominating Committee Charter, attached to
this Proxy Statement as Exhibit C. Among other requirements, these procedures
provide that the recommending shareholder must submit any recommendation in
writing to the Fund, to the attention of the Fund's Secretary, at the address
of the principal executive offices of the Fund and that such submission must be
10
received at such offices not less than 45 days nor more than 75 days prior to
the date of the Board or shareholder meeting at which the nominee would be
elected. Any recommendation must include certain biographical and other
information regarding the candidate and the recommending shareholder, and must
include a written and signed consent of the candidate to be named as a nominee
and to serve as a Trustee if elected. The foregoing description of the
requirements is only a summary. Please refer to Exhibit C 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 a Fund.
Recommendation of Nominees (Other than Nominees Nominated for
Re-Election). The Independent Trustees of PTY's Board recommended Mr. Sullivan
and the Manager recommended Mr. Treadway to the Nominating Committee as
candidates for nomination as Trustees of PTY and both individuals were
nominated by the Nominating Committee and all of the Continuing Trustees.
VALUATION COMMITTEE. The Board of each Fund has a Valuation Committee,
consisting of Messrs. Belica, Connor, Kertess, Sullivan and Treadway for PCN
and Messrs. Belica, Connor and Kertess for PTY. The Valuation Committees review
procedures for the valuation of Fund portfolio securities and periodically
review information from the Manager and PIMCO regarding fair value and
liquidity determination made pursuant to Board-approved procedures, and make
related recommendations to the full Boards and assist the full Boards in
resolving particular valuation matters.
COMPENSATION COMMITTEE. The Board of each Fund has a Compensation
Committee, consisting of Messrs. Belica, Connor, Kertess and Sullivan for PCN
and Messrs. Belica, Connor and Kertess for PTY. The Compensation Committees
periodically review and set compensation payable to the Trustees of each Fund
who are not directors, officers, partners or employees of the Manager, PIMCO or
any entity controlling, controlled by or under common control with the Manager
or PIMCO.
MEETINGS. During the fiscal year ended October 31, 2003, the Board of
Trustees of PCN held four regular meetings and no special meetings. The Audit
Oversight Committee of PCN met in separate session twice during such fiscal
year and the Nominating Committee met once. The Valuation and Compensation
Committees did not meet in separate session. Each Trustee attended at least 75%
of the regular and special meetings of the Board and meetings of the committees
on which such Trustee served that were held during the fiscal year ended
October 31, 2003.
During the fiscal year ended November 30, 2003, the Board of Trustees of
PTY held four regular meetings and two special meetings. The Audit Oversight
Committee met in separate session once during such fiscal year and the
Nominating, Valuation and Compensation Committees did not meet in separate
session (as each Committee was comprised of all members of the Board and
considered applicable matters during the regular Board meetings). Each Trustee
attended at least 75% of the regular and special meetings of the Board and
meetings of the committees on which such Trustee served that were held during
the fiscal year ended November 30, 2003, except Mr. Kertess, who was not
elected to the Board until October 2003. Messrs. Sullivan and Treadway are not
currently Trustees of the Fund.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES. The Board of
Trustees of each Fund has adopted procedures by which Fund Shareholders may
send communications to the Board. Shareholders may mail written communications
to the Board to the attention of the Board of Trustees, [name of Fund], c/o
Brian S. Shlissel, Fund President, PIMCO Advisors Fund Management LLC, 1345
Avenue of the Americas, NY, NY 10105. 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 President of the
11
Fund is responsible for reviewing properly submitted shareholder
communications. The President 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 President determines that the
communication requires more immediate attention, forward the communication to
the Trustees promptly after receipt. The President may, in good faith,
determine that a shareholder communication should not be provided to the Board
because it does not reasonably relate to the 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 ministerial in nature. These procedures do not apply to (i) any
communication from an officer of Trustee of the Fund, (ii) any communication
from an employee or agent of the Fund, unless such communication is made solely
in such employee's or agent's capacity as a shareholder, or (iii) any
shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or
any communication made in connection with such a proposal. The Fund's Trustees
are not required to attend the Fund's annual shareholder meetings or to
otherwise make themselves available to shareholders for communications, other
than by the aforementioned procedures. No Trustee attended last year's annual
shareholder meeting for PCN. The Meeting is PTY's first annual meeting of
shareholders.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Each Fund's
Trustees and certain officers, investment advisers, certain affiliated persons
of the investment advisers and persons who own more than 10% of any class of
outstanding securities of a Fund (i.e., a Fund's Common Shares or Preferred
Shares) are required to file forms reporting their affiliation with that Fund
and reports of ownership and changes in ownership of that Fund's securities
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange. 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, the Funds believe that each Fund's Trustees
and relevant officers, investment advisers and relevant affiliated persons of
the investment advisers have complied with all applicable filing requirements
during the fiscal years ended October 31, 2003 (for PCN) and November 30, 2003
(for PTY), except that, with respect to Shares as to which beneficial ownership
has been disclaimed, a Form 5 filing was made by William H. Gross to report
twenty-five transactions in PTY Common Shares as to which Form 4 filings were
not made. In addition, a late filing was submitted by Raymond G. Kennedy to
report six transactions in PCN Common Shares.
REQUIRED VOTE. Election of Messrs. Belica, Kertess, Sullivan and Treadway
to the Board of Trustees of the applicable Fund will require the affirmative
vote of a plurality of the votes of Common Shareholders and Preferred
Shareholders (voting together as a single class) of such Fund cast in the
election of Trustees at the Meeting, in person or by proxy. Election of Messrs.
Connor and Dalessandro to the Board of Trustees of the applicable Fund will
require the affirmative vote of a plurality of the votes of the Preferred
Shareholders (voting as a separate class) of such Fund cast in the election of
Trustees at the Meeting, in person or by proxy.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
12
ADDITIONAL INFORMATION
EXECUTIVE AND OTHER OFFICERS OF THE FUND. The table below provides certain
information concerning the executive officers of each Fund and certain other
officers who perform similar duties. Officers hold office at the pleasure of
each Fund's Board and until their successors are appointed and qualified or
until their earlier resignation or removal. Officers and employees of each Fund
who are principals, officers, members or employees of the Manager or PIMCO are
not compensated by the Funds. Unless otherwise noted, the address of all
officers is c/o PIMCO Advisors Fund Management LLC, 1345 Avenue of the
Americas, New York, New York 10105.
TERM OF
POSITION(S) OFFICE AND
HELD WITH LENGTH OF
NAME, ADDRESS AND AGE FUNDS TIME SERVED PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
----------------------- ------------- ----------------- ----------------------------------------------------------
Stephen J. Treadway Chairman PCN See table above under "Information Regarding Trustees
2187 Atlantic Street Since inception and Nominees."
Stamford, CT 06902 (December
Age 56 2001)
PTY
Since inception
(November
2002)
Brian S. Shlissel President PCN Executive Vice President, PIMCO Advisors Fund
Age 39 and Chief Since September Management LLC; President and Chief Executive
Executive 2002. Formerly, Officer, Fixed Income SHares, PIMCO Municipal
Officer Treasurer and Income Fund, PIMCO California Municipal Income
Principal Fund, PIMCO New York Municipal Income Fund,
Financial PIMCO Municipal Income Fund II, PIMCO California
Accounting Municipal Income Fund II, PIMCO New York Municipal
Officer. Income Fund II, PIMCO Municipal Income Fund III,
PIMCO California Municipal Income Fund III, PIMCO
PTY New York Municipal Income Fund III,
Since inception Nicholas-Applegate Convertible & Income Fund,
(November PIMCO High Income Fund, Nicholas-Applegate
2002) Convertible & Income Fund II, PIMCO Floating Rate
Income Fund and Municipal Advantage Fund, Inc.;
Executive Vice President, Treasurer and Secretary,
PIMCO Advisors VIT (formerly OCC Accumulation
Trust); Formerly, Vice President, Mitchell Hutchins Asset
Management Inc.
13
TERM OF
POSITION(S) OFFICE AND
HELD WITH LENGTH OF
NAME, ADDRESS AND AGE FUNDS TIME SERVED PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS
-------------------------- --------------- ----------------- ------------------------------------------------------
Newton B. Schott, Jr. Vice PCN Managing Director, Chief Administrative Officer,
2187 Atlantic Street President, Since inception General Counsel and Secretary, PIMCO Advisors
Stamford, CT 06902 Secretary (December Distributors LLC; Managing Director, Chief Legal
Age 61 2001) Officer and Secretary, PIMCO Advisors Fund
Management LLC; President, Chief Executive Officer
PTY and Secretary, PIMCO Funds: Multi-Manager Series;
Since inception Vice President and Secretary, PIMCO Municipal Income
(November Fund, PIMCO California Municipal Income Fund,
2002) 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, Nicholas-Applegate
Convertible & Income Fund, PIMCO High Income
Fund, Nicholas-Applegate Convertible & Income Fund
II, PIMCO Floating Rate Income Fund and Municipal
Advantage Fund, Inc.; Secretary, Fixed Income SHares.
Formerly, Vice President, PIMCO Advisors Funds.
Lawrence Altadonna Treasurer; PCN Senior Vice President, PIMCO Advisors Fund
Age 37 Principal Since September Management LLC. Treasurer and Principal Financial and
Financial and 2002 Accounting Officer, PIMCO Municipal Income Fund,
Accounting PIMCO California Municipal Income Fund, PIMCO
Officer PTY New York Municipal Income Fund, PIMCO Municipal
Since inception Income Fund II, PIMCO California Municipal Income
(November Fund II, PIMCO New York Municipal Income Fund II,
2002) PIMCO Municipal Income Fund III, PIMCO California
Municipal Income Fund III, PIMCO New York
Municipal Income Fund III, Nicholas-Applegate
Convertible & Income Fund, PIMCO High Income
Fund, Nicholas-Applegate Convertible & Income Fund
II, PIMCO Floating Rate Income Fund and Municipal
Advantage Fund, Inc.; Treasurer, Fixed Income SHares;
Assistant Treasurer, PIMCO Advisors VIT; Formerly,
Director of Fund Administration, Prudential
Investments.
David C. Hinman Vice PCN Executive Vice President, PIMCO; Co-portfolio manager
840 Newport Center Drive President Since inception of the Fund and other investment vehicles managed by
Newport Beach, CA 92660 (December PIMCO.
Age 35 2001)
PTY
Since inception
(November
2002)
Mark R. Kiesel Vice PCN Executive Vice President, PIMCO; Co-portfolio manager
840 Newport Center Drive President N/A of the Fund and other investment vehicles managed by
Newport Beach, CA 92660 PIMCO.
Age 35 PTY
Since inception
(November
2002)
14
INVESTMENT MANAGER AND PORTFOLIO MANAGER. The Manager, located at 1345
Avenue of the Americas, New York, New York 10105, serves as the investment
manager of each Fund. The Manager retains its affiliate, PIMCO, as sub-adviser
to manage each Fund's investments. PIMCO is located at 840 Newport Center
Drive, Newport Beach, California 92660. The Manager and PIMCO are each
majority-owned indirect subsidiaries of Allianz AG, a publicly traded German
insurance and financial services company.
INDEPENDENT AUDITORS. The Audit Oversight Committee of each Fund's Board
unanimously selected PricewaterhouseCoopers LLP ("PwC") as the independent
auditors of PCN and PTY for their current fiscal years ending October 31, 2004
and November 30, 2004, respectively. PwC served as the independent auditors of
the Funds for their last fiscal year and also serves as the auditor of various
other investment companies for which the Manager and PIMCO serve as investment
adviser or sub-adviser. PwC is located at 1177 Avenue of the Americas, New
York, New York 10036. Each Fund knows of no direct financial or material
indirect financial interest of PwC in the Fund.
A representative of PwC, if requested by any Shareholder, will be present
via a telephone at the Meeting to respond to appropriate questions from
Shareholders and will have an opportunity to make a statement if he or she
chooses to do so.
Each Fund's Audit Oversight Committee has adopted written policies
relating to the pre-approval of audit and permitted non-audit services to be
performed by the Fund's independent auditors. Under the policies, on an annual
basis, the Fund's Audit Oversight Committee reviews and pre-approves proposed
audit and permitted non-audit services to be performed by the independent
auditors on behalf of the Fund. The President of the Fund also pre-approves any
permitted non-audit services to be provided to the Fund.
In addition, each Fund's Audit Oversight Committee pre-approves annually
any permitted non-audit services (including audit-related services) to be
provided by the independent auditors to the Manager, PIMCO 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 auditors 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 auditors showing the aggregate fees paid
by Accounting Affiliates for such services.
A Fund's Audit Oversight Committee may also from time to time pre-approve
individual non-audit services to be provided to the Fund or an Accounting
Affiliate that were not pre-approved as part of the annual process described
above. The Chairman of a Fund's Audit Oversight Committee (or any other member
of the Committee to whom this responsibility has been delegated) may also
pre-approve these individual non-audit services, provided that the fee for such
services does not exceed certain pre-determined dollar thresholds. Any such
pre-approval by the Chairman (or other 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
a Fund or its 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").
15
Audit Fees. Audit Fees are fees related to the audit and review of the
financial statements included in annual reports and registration statements,
and other services that are normally provided in connection with statutory and
regulatory filings or engagements. For PCN's two last fiscal years and PTY's
initial fiscal year, the Audit Fees billed by PwC are shown in the table below:
FUND FISCAL YEAR ENDING AUDIT FEES
---- -------------------- -----------
PCN October 31, 2003 $33,750
October 31, 2002 $44,850
PTY November 30, 2003 $50,250
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,
including 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
the fiscal years indicated, the Audit-Related Fees billed by PwC to each Fund
and the Audit-Related Fees billed by PwC to the Fund's Accounting Affiliates
for audit-related services related directly to the operations and financial
reporting of the Fund:
FUND FISCAL YEAR ENDING AUDIT FEES
---- -------------------- -----------
PCN October 31, 2003 $43,116
October 31, 2002 $49,750
Accounting Affiliates of PCN October 31, 2003 $0
October 31, 2002 $0
PTY November 30, 2003 $32,000
Accounting Affiliates of PTY November 30, 2003 $0
Tax Fees. Tax Fees are fees associated with tax compliance, tax advice and
tax planning, including services relating to the filing or amendment of
federal, state or local income tax returns, regulated investment company
qualification reviews, and tax distribution and analysis reviews. The table
below shows, for the fiscal years indicated, the Tax Fees billed by PwC to each
Fund and the Tax Fees billed by PwC to the Fund's Accounting Affiliates related
directly to the operations and financial reporting of the Fund:
FUND FISCAL YEAR ENDING TAX FEES
---- -------------------- ---------
PCN October 31, 2003 $5,000
October 31, 2002 $0
Accounting Affiliates of PCN October 31, 2003 $0
October 31, 2002 $0
PTY November 30, 2003 $0
Accounting Affiliates of PTY November 30, 2003 $0
All Other Fees. All Other Fees are fees related to services other than
those reported above under "Audit Fees," "Audit-Related Fees" and "Tax Fees."
For PCN's last two fiscal year, no All Other Fees were billed by PwC to PCN or
its Accounting Affiliates. For PTY's initial fiscal year ending November 30,
2003, no All Other Fees were billed by PwC to PTY or its Accounting Affiliates.
For periods prior to May 6, 2003, the amounts shown above under
"Audit-Related Fees," "Tax Fees" and "All Other Fees" relate to permitted
non-audit services that would have been subject to pre-approval if the SEC
rules relating to the pre-approval of non-audit services had been in effect.
16
During the periods indicated in the table 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, for
the fiscal years indicated, for services rendered to each Fund and the Fund's
accounting affiliates is shown in the table below:
FUND FISCAL YEAR ENDING AGGREGATE NON-AUDIT FEES*
---- -------------------- --------------------------
PCN and Its October 31, 2003 $3,456,849
Accounting Affiliates October 31, 2002 $2,840,282
PTY and Its
Accounting Affiliates November 30, 2003 $3,446,983
* The figures in this column reflect non-audit fees billed by PwC for
services rendered to certain Accounting Affiliates during the calendar
years ended December 31, 2002 and December 31, 2003, and not during the
Funds' fiscal years. PwC has indicated that these amounts are not
materially different from the analagous fees billed by PwC in the
applicable fiscal years.
Each Fund's Audit Oversight Committee has determined that the provision by
PwC of non-audit services to the Fund's Accounting Affiliates that were not
pre-approved by the Committee (because such services were provided prior to the
effectiveness of SEC rules requiring pre-approval or because such services did
not relate directly to the operations and financial reporting of the Fund) were
compatible with maintaining the independence of PwC as the Fund's principal
auditors. Please see the Reports of the Audit Oversight Committees in Exhibits
B-1 and B-2 to this Proxy Statement.
OTHER BUSINESS. As of the date of this Proxy Statement, each Fund's
officers and the Manager know of no business to come before the Meeting other
than as set forth in the Notice. If any other business is properly brought
before the Meeting, or any adjournment thereof, the persons named as proxies
will vote in their sole discretion.
QUORUM, ADJOURNMENTS AND METHODS OF TABULATION. A quorum for each Fund at
the Meeting will consist of the presence in person or by proxy of thirty
percent (30%) of the total Common Shares and Preferred Shares of the Fund
entitled to vote at the Meeting, except that a quorum for the election of
Messrs. Dalessandro and Connor as a Trustee of PCN and PTY, respectively, will
consist of the presence in person or by proxy of thirty percent (30%) of the
Preferred Shares of the applicable Fund entitled to vote at the Meeting. In the
event that a quorum is not present at the Meeting for a Fund or, even if a
quorum is so present, in the event that sufficient votes in favor of the
Proposal set forth in the Notice are not received by the time scheduled for the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting after the date set for the original Meeting, with no other notice
than announcement at the Meeting, to permit further solicitation of proxies
with respect to the Proposal. In addition, if, in the judgment of the persons
named as proxies, it is advisable to defer action on the Proposal, the persons
named as proxies may propose one or more adjournments of the Meeting with
respect to the Proposal for a reasonable time. Any adjournments with respect to
the Proposal will require the affirmative vote of a plurality of the Shares of
the applicable Fund entitled to vote thereon present in person or represented
by proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Proposal. They will vote against any such
adjournment those proxies required to be voted against the Proposal. The costs
of any additional solicitation and of any adjourned session will be borne by
the applicable Fund. Any proposals 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.
17
Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Funds as tellers (the "Tellers") for the Meeting. For purposes
of determining the presence of a quorum, the Tellers will count the total
number of votes cast "for" or "against" approval of the Proposal, as well as
Shares represented by proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or the persons entitled to vote and
the broker or nominee does not have the discretionary voting power on a
particular matter). Abstentions and broker non-votes will have no effect on the
outcome of the Proposal.
REPORTS TO SHAREHOLDERS. The 2003 Annual Report to Shareholders for PCN
was mailed to its Shareholders on or about December 29, 2003. The 2003 Annual
Report to Shareholders for PTY was mailed to its Shareholders on or about
January 26, 2004. ADDITIONAL COPIES OF THE ANNUAL REPORTS AND THE FUNDS'
SUBSEQUENT SEMI-ANNUAL REPORT, IF ANY, MAY BE OBTAINED WITHOUT CHARGE FROM THE
FUNDS BY CALLING 1-877-819-2224 OR BY WRITING TO A FUND AT 2187 ATLANTIC
STREET, 7TH FLOOR, STAMFORD, CONNECTICUT 06902.
SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETINGS. It is currently
anticipated that each Fund's next annual meeting of Shareholders (in 2005) will
be held in February 2005. Proposals of Shareholders intended to be presented at
that annual meeting of the Fund must be received by the Fund no later than
October 10, 2004 for inclusion in the Funds' joint proxy statement and proxy
card 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 each Fund's
Bylaws. Shareholders submitting any other proposals for the Fund intended to be
presented at the 2005 annual meeting (i.e., other than those to be included in
the Fund's proxy materials) must ensure that such proposals are received by the
Fund, in good order and complying with all applicable legal requirements and
requirements set forth in the Fund's Bylaws, no earlier than December 9, 2004
and no later than December 24, 2004. If a Shareholder who wishes to present a
proposal fails to notify the Fund within these dates, the proxies solicited for
the meeting will have discretionary authority to vote on the Shareholder's
proposal if it is properly brought before the meeting. If a Shareholder makes a
timely notification, the proxies may still exercise discretionary voting
authority under circumstances consistent with the SEC's proxy rules.
Shareholder proposals should be addressed to the attention of the Secretary of
the Fund, at the address of the principal executive offices of the Fund, with a
copy to Joseph B. Kittredge, Jr., at Ropes & Gray LLP, One International Place,
Boston, Massachusetts 02110-2624.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A
QUORUM IS PRESENT AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
February 2, 2004
18
EXHIBIT A TO PROXY STATEMENT
PIMCO ADVISORS CLOSED-END FUNDS
AUDIT OVERSIGHT COMMITTEE CHARTER
(Adopted as of January 14, 2004)
The Board of Trustees (each a "Board") of each of the registered
investment companies listed in Appendix A hereto (each a "Fund" and,
collectively, the "Funds"), as the same may be periodically updated, has
adopted this Charter to govern the activities of the Audit Oversight Committee
(the "Committee") of the particular Board with respect to its oversight of the
Fund. This Charter applies separately to each Fund and its particular Board and
Committee, and shall be interpreted accordingly. This Charter supersedes and
replaces any audit committee charter previously adopted by the Board or a
committee of the Board.
STATEMENT OF PURPOSE AND FUNCTIONS
The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's
financial statements, the Fund's compliance with legal and regulatory
requirements, the qualifications and independence of the Fund's independent
auditors, and the performance of the Fund's internal control systems and
independent auditors. The Committee's purpose is also to prepare reports
required by Securities and Exchange Commission rules to be included in the
Fund's annual proxy statements, if any.
The Committee's function is oversight. While the Committee has the
responsibilities set forth in this Charter, it is not the responsibility of the
Committee to plan or conduct audits, to prepare or determine that the Fund's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. Fund management is
responsible for Fund accounting and the implementation and maintenance of the
Fund's internal control systems, and the independent auditors are responsible
for conducting a proper audit of the Fund's financial statements. Members of
the Committee are not employees of the Funds and, in serving on this Committee,
are not, and do not hold themselves out to be, acting as accountants or
auditors. As such, it is not the duty or responsibility of the Committee or its
members to conduct "field work" or other types of auditing or accounting
reviews or procedures. Each member of the Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within management and
outside the Fund from which the Committee receives information and (ii) the
accuracy of financial and other information provided to the Committee by such
persons or organizations absent actual knowledge to the contrary.
MEMBERSHIP
The Committee shall be comprised of as many trustees as the Board shall
determine, but in any event not less than three (3) Trustees. Each member of
the Committee must be a member of the Board. The Board may remove or replace
any member of the Committee at any time in its sole discretion. One or more
members of the Committee may be designated by the Board as the Committee's
chairman or co-chairman, as the case may be.
Each member of the Committee may not be an "interested person" of the
Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and
A-1
must otherwise satisfy the standards for independence of an audit committee
member of an investment company issuer as set forth in Rule 10A-3(b) (taking
into account any exceptions to those requirements set for in such rule) under
the Securities Exchange Act of 1934, as amended, and under applicable listing
standards of the New York Stock Exchange (the "NYSE"). Each member of the
Committee must be "financially literate" (or must become so within a reasonable
time after his or her appointment to the Committee) and at least one member of
the Committee must have "accounting or related financial management expertise,"
in each case as the Board interprets such qualification in its business
judgment under NYSE listing standards.
RESPONSIBILITIES AND DUTIES
The Committee's policies and procedures shall remain flexible to
facilitate the Committee's ability to react to changing conditions and to
generally discharge its functions. The following describe areas of attention in
broad terms. The Committee shall:
1. Determine the selection, retention or termination of the Fund's
independent auditors based on an evaluation of their independence and
the nature and performance of the audit and any permitted non-audit
services. Decisions by the Committee concerning the selection,
retention or termination of the independent auditors shall be
submitted to the Board for ratification in accordance with the
requirements of Section 32(a) of the Investment Company Act. The
Fund's independent auditors must report directly to the Committee,
which shall be responsible for resolution of disagreements between
management and the independent auditors relating to financial
reporting.
2. To consider the independence of the Fund's independent auditors at
least annually, and in connection therewith receive on a periodic
basis formal written disclosures and letters from the independent
auditors as required by the Independence Standards Board Standard
("ISB") No. 1.
3. To the extent required by applicable regulations, pre-approve (i) all
audit and permitted non-audit services rendered by the independent
auditors to the Fund and (ii) all non-audit services rendered by the
independent auditors to the Fund's investment advisers (including
sub-advisers) and to certain of the investment advisers' affiliates.
The Committee may implement policies and procedures by which such
services are approved other than by the full Committee.
4. Review the fees charged by the independent auditors to the Fund, the
investment advisers and certain affiliates of the investment advisers
for audit, audit-related and permitted non-audit services.
5. If and to the extent that the Fund intends to have employees, set
clear policies for the hiring by the Fund of employees or former
employees of the Fund's independent auditors.
6. Obtain and review at least annually a report from the independent
auditors describing (i) the accounting firm's internal quality-control
procedures and (ii) any material issues raised (a) by the accounting
firm's most recent internal quality-control review or peer review or
(b) by any governmental or other professional inquiry or investigation
performed within the preceding five years respecting one or more
independent audits carried out by the firm, and any steps taken to
address any such issues.
7. Review with the Fund's independent auditors arrangements for and the
scope of the annual audit and any special audits, including the form
of any opinion proposed to be rendered to the Board and shareholders
of the Fund.
A-2
8. Discuss with management and the independent auditors the Fund's
audited financial statements, including any narrative discussion by
management concerning the Fund's financial condition and investment
performance; discuss with the independent auditors matters required by
Statement of Accounting Standards ("SAS") No. 61 and any other matters
required to be reported to the Committee under applicable law; and
provide a statement whether, based on its review of the Fund's audited
financial statements, the Committee recommends to the Board that the
audited financial statements be included in the Fund's Annual Report.
9. Discuss with management and the independent auditors the Fund's
unaudited financial statements.
10. Review with the independent auditors any audit problems or
difficulties encountered in the course of their audit work and
management's responses thereto.
11. Review with management and, as applicable, with the independent
auditors the Fund's accounting and financial reporting policies,
practices and internal controls, management's guidelines and policies
with respect to risk assessment and risk management, including the
effect on the Fund of any recommendation of changes in accounting
principles or practices by management or the independent auditors.
12. Discuss with management any press releases discussing the Fund's
investment performance and other financial information about the Fund,
as well as any financial information provided by management to
analysts or rating agencies. The Committee may discharge this
responsibility by discussing the general types of information to be
disclosed by the Fund and the form of presentation (i.e., a
case-by-case review is not required) and need not discuss in advance
each such release of information.
13. Establish procedures for (i) the receipt, retention, and treatment of
complaints received by the Fund regarding accounting, internal
accounting controls, or auditing matters; and (ii) the confidential,
anonymous submission by employees of the Fund, the Fund's investment
advisers, administrator, principal underwriter (if any) or any other
provider of accounting-related services for the investment advisers of
concerns regarding accounting or auditing matters.
14. Investigate or initiate the investigation of any improprieties or
suspected improprieties in the Fund's accounting operations or
financial reporting.
15. Review with counsel legal and regulatory matters that have a material
impact on the Fund's financial and accounting reporting policies and
practices or its internal controls.
16. Report to the Board on a regular basis (at least annually) on the
Committee's activities.
17. Perform such other functions consistent with this Charter, the
Agreement and Declaration of Trust and Bylaws applicable to the Fund,
and applicable law or regulation, as the Committee or the Board deems
necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as
set forth in this Charter to a subcommittee of one or more members of the
Committee.
MEETINGS
At least annually, the Committee shall meet separately with the
independent auditors and separately with the representatives of Fund management
responsible for the financial and accounting operations of the Fund. The
Committee shall hold other regular or special meetings as and when it deems
necessary or appropriate.
A-3
OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT
The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Committee may request. The Committee
shall have the authority to engage at the Fund's expense independent counsel
and other experts and consultants whose expertise the Committee considers
necessary to carry out its responsibilities. The Fund shall provide for
appropriate funding, as determined by the Committee, for the payment of: (i)
compensation of the Fund's independent auditors for the issuance of an audit
report relating to the Fund's financial statements or the performance of other
audit, review or attest services for the Fund; (ii) compensation of independent
legal counsel or other advisers retained by the Committee; and (iii) ordinary
administrative expenses of the Committee that are necessary or appropriate in
fulfilling its purposes or carrying out its responsibilities under this
Charter.
ANNUAL EVALUATIONS
The Committee shall review and reassess the adequacy of this Charter at
least annually and recommend any changes to the Board. In addition, the
performance of the Committee shall be reviewed at least annually by the Board.
ADOPTION AND AMENDMENTS
The Board shall adopt and approve this Charter and may amend the Charter
at any time on the Board's own motion.
A-4
EXHIBIT A
FUNDS SUBJECT TO THIS CHARTER
(As of January 14, 2004)
PIMCO MUNICIPAL INCOME FUND
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
PIMCO NEW YORK MUNICIPAL INCOME FUND
PIMCO CORPORATE 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 OPPORTUNITY FUND
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND
PIMCO HIGH INCOME FUND
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND II
PIMCO FLOATING RATE INCOME FUND
A-5
EXHIBIT B-1 TO PROXY STATEMENT
REPORT OF AUDIT OVERSIGHT COMMITTEE
OF THE BOARD OF TRUSTEES OF
PIMCO CORPORATE INCOME FUND (THE "FUND")
DATED DECEMBER 16, 2003
The Audit Oversight Committee (the "Committee") oversees the Fund's
financial reporting process on behalf of the Board of Trustees of the Fund (the
"Board") and operates under a written Charter adopted by the Board. The
Committee meets with the Fund's management ("Management") and independent
public accountants and reports the results of its activities to the Board.
Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. In connection
with the Committee's and independent accountant's responsibilities, Management
has advised that the Fund's financial statements for the fiscal year ended
October 31, 2003 were prepared in conformity with the generally accepted
accounting principles.
The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent public accountants,
the audited financial statements for the fiscal year ended October 31, 2003.
The Committee has discussed with PwC the matters required to be discussed by
Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires independent
auditors to communicate to the Committee matters including, if applicable: 1)
methods used to account for significant unusual transactions; 2) the effect of
significant accounting policies in controversial of emerging areas for which
there is a lack of authoritative guidance or consensus; 3) the process used by
management in formulating particularly sensitive accounting estimates and the
basis for the auditor's conclusions regarding the reasonableness of those
estimates; and 4) disagreements with Management over the application of
accounting principles and certain other matters.
With respect to the Fund, the Committee has received the written
disclosure and the letter from PwC required by Independence Standards Board
Standard No. 1 (requiring auditors to make written disclosure to and discuss
with the Committee various matters relating to the auditor's independence), and
has discussed with PwC their independence. The Committee has also reviewed the
aggregate fees billed by PwC for professional services rendered to the Fund and
for non-audit services provided to PIMCO Advisors Fund Management LLC ("PAFM"),
the Fund's investment manager during portions of the last fiscal year, Pacific
Investment Management Company LLC ("PIMCO"), the Fund's sub-adviser and any
entity controlling, controlled by or under common control with PAFM or PIMCO
that provided services to the Fund. As part of this review, the Committee
considered, in addition to other practices and requirements relating to
selection of the Fund's independent auditors, whether the provision of such
non-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this
Report to the Board and recommends that (1) the audited financial statements
for the fiscal year ended October 31, 2003 be included in the Fund's Annual
Report to shareholders for such fiscal year, (2) such Annual Report be filed
with the Securities and Exchange Commission and the New York Stock Exchange,
and (3) PwC be reappointed as the Fund's independent public accountants for the
fiscal year ending October 31, 2004.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Paul Belica
Robert E. Connor
Hans W. Kertess
R. Peter Sullivan III
B-1-1
EXHIBIT B-1 TO PROXY STATEMENT
REPORT OF AUDIT OVERSIGHT COMMITTEE
OF THE BOARD OF TRUSTEES OF
PIMCO CORPORATE OPPORTUNITY FUND (THE "FUND")
DATED JANUARY 14, 2004
The Audit Oversight Committee (the "Committee") oversees the Fund's
financial reporting process on behalf of the Board of Trustees of the Fund (the
"Board") and operates under a written Charter adopted by the Board. The
Committee meets with the Fund's management ("Management") and independent
public accountants and reports the results of its activities to the Board.
Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. In connection
with the Committee's and independent accountant's responsibilities, Management
has advised that the Fund's financial statements for the fiscal year ended
November 30, 2003 were prepared in conformity with the generally accepted
accounting principles.
The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent public accountants,
the audited financial statements for the fiscal year ended November 30, 2003.
The Committee has discussed with PwC the matters required to be discussed by
Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires independent
auditors to communicate to the Committee matters including, if applicable: 1)
methods used to account for significant unusual transactions; 2) the effect of
significant accounting policies in controversial of emerging areas for which
there is a lack of authoritative guidance or consensus; 3) the process used by
management in formulating particularly sensitive accounting estimates and the
basis for the auditor's conclusions regarding the reasonableness of those
estimates; and 4) disagreements with Management over the application of
accounting principles and certain other matters.
With respect to the Fund, the Committee has received the written
disclosure and the letter from PwC required by Independence Standards Board
Standard No. 1 (requiring auditors to make written disclosure to and discuss
with the Committee various matters relating to the auditor's independence), and
has discussed with PwC their independence. The Committee has also reviewed the
aggregate fees billed by PwC for professional services rendered to the Fund and
for non-audit services provided to PIMCO Advisors Fund Management LLC ("PAFM"),
the Fund's investment manager during portions of the last fiscal year, Pacific
Investment Management Company LLC ("PIMCO"), the Fund's sub-adviser and any
entity controlling, controlled by or under common control with PAFM or PIMCO
that provided services to the Fund. As part of this review, the Committee
considered, in addition to other practices and requirements relating to
selection of the Fund's independent auditors, whether the provision of such
non-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this
Report to the Board and recommends that (1) the audited financial statements
for the fiscal year ended November 30, 2003 be included in the Fund's Annual
Report to shareholders for such fiscal year, (2) such Annual Report be filed
with the Securities and Exchange Commission and the New York Stock Exchange,
and (3) PwC be reappointed as the Fund's independent public accountants for the
fiscal year ending November 30, 2004.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Paul Belica
Robert E. Connor
Hans W. Kertess
B-1-2
EXHIBIT C TO PROXY STATEMENT
PIMCO ADVISORS CLOSED-END FUNDS
NOMINATING COMMITTEE CHARTER
(ADOPTED AS OF JANUARY 14, 2004)
The Board of Trustees (each a "Board") of each of the registered
investment companies listed in Appendix A hereto (each a "Fund" and,
collectively, the "Funds"), as the same may be periodically updated, has
adopted this Charter to govern the activities of the Nominating Committee (the
"Committee") of the particular Board. This Charter applies separately to each
Fund and its particular Board and Committee, and shall be interpreted
accordingly.
STATEMENT OF PURPOSES AND RESPONSIBILITIES
The primary purposes and responsibilities of the Committee are (i) to
identify individuals qualified to become members of the Board in the event that
a position is vacated or created, (ii) to select, or to recommend that the
Board select, the Trustee nominees for the next annual meeting of shareholders
and (iii) to set any necessary standards or qualifications for service on the
Board.
ORGANIZATION AND GOVERNANCE
The Committee shall be comprised of as many Trustees as the Board shall
determine, but in any event not less than two (2) Trustees. The Committee must
consist entirely of Board members ("Independent Trustees") who are not
"interested persons" of the Fund, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended. The Board may remove or replace any
member of the Committee at any time in its sole discretion.
One or more members of the Committee may be designated by the Board as the
Committee's chairman or co-chairman, as the case may be.
The Committee will not have regularly scheduled meetings. Committee
meetings shall be held as and when the Committee or the Board determines
necessary or appropriate in accordance with the Fund's Bylaws.
QUALIFICATIONS FOR TRUSTEE NOMINEES
The Committee requires that Trustee candidates have a college degree or
equivalent business experience. In addition, it is the Board's policy that
Trustees on the Board may not serve in a similar capacity on the board of a
registered investment company which is not sponsored by the Fund's investment
adviser or its affiliates. The Committee may take into account a wide variety
of factors in considering Trustee candidates, including (but not limited to):
(i) availability and commitment of a candidate to attend meetings and perform
his or her responsibilities on the Board, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (v) overall
diversity of the Board's composition.
C-1
IDENTIFICATION OF NOMINEES
In identifying potential nominees for the Board, the Committee may
consider candidates recommended by one or more of the following sources: (i)
the Fund's current Trustees, (ii) the Fund's officers, (ii) the Fund's
investment adviser(s), (iv) the Fund's shareholders (see below) and (v) any
other source the Committee deems to be appropriate. The Committee may, but is
not required to, retain a third party search firm at the Fund's expense to
identify potential candidates.
CONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix B to this Charter, as it may
be amended from time to time by the Committee, sets forth procedures that must
be followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted in accordance with Appendix B
will not be considered by the Committee).
C-2
APPENDIX A
FUNDS
(As of January 14, 2004)
PIMCO MUNICIPAL INCOME FUND
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
PIMCO NEW YORK MUNICIPAL INCOME FUND
PIMCO CORPORATE 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 OPPORTUNITY FUND
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND
PIMCO HIGH INCOME FUND
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND II
PIMCO FLOATING RATE INCOME FUND
APPENDIX B
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
(AS OF JANUARY 14, 2004)
A Fund shareholder must follow the following procedures in order to
properly submit a nominee recommendation for the Committee's consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the Fund, to the attention of the
Secretary, at the address of the principal executive offices of the
Fund.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Fund not less than
forty-five (45) calendar days nor more than seventy-five (75) calendar
days prior to the date of the Board or shareholder meeting at which
the nominee would be elected.
The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address, residence
address and nationality of the person recommended by the shareholder (the
"candidate"); (B) the class or series and number of all shares of the Fund
owned of record or beneficially by the candidate, as reported to such
shareholder by the candidate; (C) any other information regarding the candidate
called for with respect to director nominees by paragraphs (a), (d), (e) and
(f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission or any successor agency applicable to the
Fund); (D) any other information regarding the candidate that would be required
to be disclosed if the candidate were a nominee in a proxy statement or other
filing required to be made in connection with solicitation of proxies for
election of Trustees or directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder; and (E) whether the
recommending shareholder believes that the candidate is or will be an
"interested person" of the Fund (as defined in the Investment Company Act of
1940, as amended) and, if not an "interested person," information regarding the
candidate that will be sufficient for the Fund to make such determination; (ii)
the written and signed consent of the candidate to be named as a nominee and to
serve as a Trustee if elected; (iii) the recommending shareholder's name as it
appears on the Fund's books; (iv) the class or series and number of all shares
of the Fund owned beneficially and of record by the recommending shareholder;
and (v) a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person or persons
(including their names) pursuant to which the recommendation is being made by
the recommending shareholder. In addition, the Committee may require the
candidate to furnish such other information as it may reasonably require or
deem necessary to determine the eligibility of such candidate to serve on the
Board.
PROXY
PIMCO CORPORATE INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MARCH 9, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO Corporate Income Fund, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr. 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, March 9, 2004 at the offices of PIMCO Advisors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, and any postponement or adjournment 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 OR POSTPONEMENT
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?
---------------------------------- --------------------------------------
---------------------------------- --------------------------------------
---------------------------------- --------------------------------------
Please mark
[X] votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of the Nominee.
I. Election of Trustee:
(01) Paul Belica (Class II)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM THE
NOMINEE --- --- NOMINEE
-----------------------------------------------------------------------------
PIMCO CORPORATE INCOME FUND
-----------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO CORPORATE INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MARCH 9, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO Corporate Income Fund, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr. 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
9:00 a.m., Eastern Time, March 9, 2004 at the offices of PIMCO Advisors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, and any postponement or adjournment 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 OR POSTPONEMENT
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?
---------------------------------- ----------------------------------------
---------------------------------- ----------------------------------------
---------------------------------- ----------------------------------------
Please mark
[X] votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Paul Belica (Class II), (02) John J. Dalessandro II (Class II)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
--------------------------------------------------------------------------------
PIMCO CORPORATE INCOME FUND
--------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO CORPORATE OPPORTUNITY FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MARCH 9, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO Corporate Opportunity Fund, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr. 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, March 9, 2004 at the offices of PIMCO Advisors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, and any postponement or adjournment 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 OR POSTPONEMENT
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?
---------------------------------- --------------------------------------
---------------------------------- --------------------------------------
---------------------------------- --------------------------------------
Please mark
[X] votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of the Nominees.
I. Election of Trustees:
(01) Hans W. Kertess (Class I), (02) R. Peter Sullivan III (Class II) and
(03) Stephen J. Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM THE
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
-----------------------------------------------------------------------------
PIMCO CORPORATE OPPORTUNITY FUND
-----------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO CORPORATE OPPORTUNITY FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MARCH 9, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO Corporate Opportunity Fund,
a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. 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 9:00 a.m., Eastern Time, March 9, 2004 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment 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 OR POSTPONEMENT
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?
---------------------------------- ----------------------------------------
---------------------------------- ----------------------------------------
---------------------------------- ----------------------------------------
Please mark
[X] votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(1) Robert E. Connor (Class I), (2) Hans W. Kertess (Class I), (03) R.
Peter Sullivan III (Class II) and (04) Stephen J. Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
--------------------------------------------------------------------------------
PIMCO CORPORATE OPPORTUNITY FUND
--------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______