Filed by the
Registrant ☑ Filed by a Party other than the Registrant ☐
PROXY
STATEMENT
May 15, 2020
FOR THE JOINT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
INTRODUCTION
This Proxy
Statement is furnished in connection with the solicitation by the Boards of Trustees/Directors1 (each a Board) of the shareholders of each of PIMCO Energy and Tactical Credit
Opportunities Fund (NRGX), PIMCO Strategic Income Fund, Inc. (RCS), PIMCO Global StocksPLUS & Income Fund (PGP), PIMCO High Income Fund (PHK), PIMCO Dynamic Income Fund (PDI),
PIMCO Income Strategy Fund (PFL) and PIMCO Income Strategy Fund II (PFN) (each, a Fund and, collectively, the Funds) of
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Hereinafter, the terms Trustee or Trustees shall refer to a Director or Directors of
RCS, as well as a Trustee or Trustees of NRGX, PGP, PFL, PFN, PHK and PDI, as applicable.
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proxies to be voted at the Joint Annual Meeting of Shareholders of each Fund and any adjournment(s) or postponement(s) thereof. The term Meeting is used throughout this joint Proxy
Statement to refer to the Annual Meeting of Shareholders of each Fund, as dictated by the context. The Meeting will be held at the offices of Pacific Investment Management Company LLC (PIMCO or the Manager), at 650 Newport
Center Drive, Newport Beach, California 92660, on Monday, June 29, 2020, at 8:00 A.M. Pacific Time. The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019.
The Notice of Joint Annual Meeting of Shareholders (the Notice), this Proxy Statement and the enclosed proxy cards are first being
sent to Shareholders on or about May 21, 2020.
The Meeting is scheduled as a joint meeting of the holders of all shares of the
Funds, which consist of holders of common shares of each Fund (the Common Shareholders) and holders of preferred shares of PFL, PFN and PHK (the Preferred Shareholders and, together with the Common Shareholders, the
Shareholders). The Shareholders of each Fund are expected to consider and vote on similar matters. The Shareholders of each Fund will vote on the applicable proposal set forth herein (the Proposal) and on any other matters
that may properly be presented for vote by the Shareholders of that Fund. The outcome of voting by the Shareholders of one Fund does not affect the outcome for the other Funds.
The Board of each Fund has fixed the close of business on April 30, 2020 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. The Shareholders of each Fund on the Record Date will be entitled to one vote per share on each matter to which they are entitled to vote and that is to
be voted on by Shareholders of the Fund, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Trustees. The following table sets forth the number of common shares (Common Shares)
and preferred shares (Preferred Shares and, together with the Common Shares, the Shares) issued and outstanding of each Fund at the close of business on the Record Date:
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Outstanding
Common
Shares
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Outstanding
Preferred Shares
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NRGX
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44,706,954
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N/A
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RCS
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43,836,516
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N/A
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PGP
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10,966,873
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N/A
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PFL
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30,442,715
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1,808
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PFN
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70,002,704
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3,497
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PHK
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132,112,654
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2,322
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PDI
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59,276,587
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N/A
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The classes of Shares listed for each Fund in the table above are the only classes of Shares
currently issued by that Fund.
At the Meeting, the election of one Trustee (the Preferred Shares Trustee) of each of PFL, PHK
and PFN will be voted on exclusively by the Preferred Shareholders of that Fund voting as a separate class. On each other proposal to be brought before the Meeting (including the election of the nominees other than the Preferred Shares Trustees by
all Shareholders), the Preferred Shareholders, if any, will have equal voting rights (i.e., one vote per Share) with the applicable Funds Common Shareholders and will vote together with Common Shareholders as a single class. As
summarized in the table below:
NRGX:
The Common Shareholders of NRGX, voting as a single class, have the right to vote on the election of Sarah E. Cogan, Joseph B. Kittredge,
Jr., John C. Maney and William B. Ogden, IV as Trustees of NRGX.
RCS:
The Common Shareholders of RCS, voting as a single class, have the right to vote on the election of Joseph B. Kittredge, Jr. and the re-election of James A. Jacobson and Hans W. Kertess as Directors of RCS.
PGP:
The Common Shareholders of PGP, voting as a single class, have the right to vote on the election of Joseph B. Kittredge, Jr. and the re-election of Sarah E. Cogan, Deborah A. DeCotis and Alan Rappaport as Trustees of PGP.
PFL:
The Common and Preferred Shareholders of PFL, voting together as a single class, have the right to vote on the election of Joseph
B. Kittredge, Jr. and the re-election of Sarah E. Cogan and William B. Ogden, IV as Trustees of PFL; and the Preferred Shareholders of PFL, voting as a separate class, have the right to vote on the re-election of Hans W. Kertess as a Trustee of PFL.
PFN:
The Common and Preferred Shareholders of PFN, voting together as a single class, have the right to vote on the
re-election of James A. Jacobson, Hans W. Kertess and John C. Maney as Trustees of PFN; and the Preferred
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Shareholders of PFN, voting as a separate class, have the right to vote on the election of Joseph B. Kittredge, Jr. as a Trustee of PFN.
PHK:
The Common and
Preferred Shareholders of PHK, voting together as a single class, have the right to vote on the election of Joseph B. Kittredge, Jr. and the re-election of David N. Fisher and James A. Jacobson as Trustees of
PHK; and the Preferred Shareholders of PHK, voting as a separate class, have the right to vote on the re-election of Sarah E. Cogan as a Trustee of PHK.3
PDI:
The Common
Shareholders of PDI, voting as a single class, have the right to vote on the election of Joseph B. Kittredge, Jr. and the re-election of David N. Fisher and James A. Jacobson as Trustees of PDI.
Summary
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Proposal
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Common
Shareholders
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Preferred
Shareholders
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Election/Re-Election of Trustees/Directors
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NRGX
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Independent Trustees/Nominees*
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Election of Sarah E. Cogan
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✓
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N/A
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Election of Joseph B. Kittredge, Jr.
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✓
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N/A
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Election of William B. Ogden, IV
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✓
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N/A
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Interested Trustees/Nominees
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Election of John C. Maney**
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✓
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N/A
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RCS
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Independent Directors/Nominees*
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Election of Joseph B. Kittredge, Jr.
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✓
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N/A
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Re-election of James A. Jacobson
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✓
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N/A
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Re-election of Hans W. Kertess
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✓
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N/A
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Ms. Cogan, who was previously elected as a Class III Trustee of PHK by the Common and Preferred
Shareholders of PHK, voting together as a single class, is being nominated for re-election as a Class II Trustee of PHK by the Preferred Shareholders of PHK, voting as a separate class. Mr. Jacobson,
who was previously elected as a Class II Trustee of PHK by the Preferred Shareholders of PHK, voting as a separate class, is being nominated for re-election as a Trustee of PHK by the Common and Preferred
Shareholders of PHK, voting together as a single class.
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Proposal
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Common
Shareholders
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Preferred
Shareholders
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PGP
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Independent Trustees/Nominees*
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Election of Joseph B. Kittredge, Jr.
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✓
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N/A
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Re-election of Sarah E. Cogan
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✓
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N/A
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Re-election of Deborah A. DeCotis
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✓
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N/A
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Re-election of Alan Rappaport
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✓
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N/A
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PFL
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Independent Trustees/Nominees*
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Election of Joseph B. Kittredge, Jr.
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✓
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✓
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Re-election of Sarah E. Cogan
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✓
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✓
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Re-election of Hans W. Kertess
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N/A
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✓
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Re-election of William B. Ogden, IV
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✓
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✓
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PFN
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Independent Trustees/Nominees*
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Election of Joseph B. Kittredge, Jr.
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N/A
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✓
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Re-election of James A. Jacobson
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✓
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✓
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Re-election of Hans W. Kertess
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✓
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✓
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Interested Trustees/Nominees
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Re-election of John C. Maney**
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✓
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✓
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PHK
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Independent Trustees/Nominees*
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Election of Joseph B. Kittredge, Jr.
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✓
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✓
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Re-election of Sarah E. Cogan
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N/A
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✓
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Re-election of James A. Jacobson
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✓
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✓
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Interested Trustee/Nominee
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Re-election of David N. Fisher**
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✓
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✓
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PDI
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Independent Trustees/Nominees*
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Election of Joseph B. Kittredge, Jr.
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✓
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N/A
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Re-election of James A. Jacobson
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✓
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N/A
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Interested Trustee/Nominee
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Re-election of David N. Fisher**
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✓
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N/A
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*
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Independent Trustees or Independent Nominees are those Trustees or nominees who are not
interested persons, as defined in the Investment Company Act of 1940, as amended (the 1940 Act), of each Fund.
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Messrs. Fisher and Maney are interested persons of the Fund and do not receive compensation from the Fund for
their services as Trustees.
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You may vote by mail by returning a properly executed proxy card, by internet by going to
the website listed on the proxy card, by telephone using the toll-free number listed on the proxy card, or in person by attending the Meeting.
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Shares represented by duly executed and timely delivered proxies will be voted as instructed on the proxy. If you execute and mail the enclosed proxy and no choice is indicated for the election
or re-election of Trustees listed in the attached Notice, your proxy will be voted in favor of the election or re-election, as applicable, of all nominees. At any time
before it has been voted, your proxy may be revoked in one of the following ways: (i) by timely delivering a signed, written letter of revocation to the Secretary of the applicable Fund at 650 Newport Center Drive, Newport Beach, CA 92660,
(ii) by properly executing and timely submitting a later-dated proxy vote, or (iii) by attending the Meeting and voting in person. Please call
1-866-416-0559 for information on how to obtain directions to be able to attend the Meeting and vote in person or for information
or assistance regarding how to vote by telephone, mail or by internet. If any proposal, other than the Proposal set forth herein, properly comes before the Meeting, the persons named as proxies will vote in their sole discretion.
The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. PIMCO serves as the investment manager of
each Fund. Additional information regarding the Manager may be found under Additional Information Investment Manager below.
The solicitation will be primarily by mail and by telephone and the cost of soliciting proxies for each Fund will be borne by PIMCO. Certain
officers of the Funds and certain officers and employees of the Manager or its affiliates (none of whom will receive additional compensation therefor) may solicit proxies by telephone, mail, e-mail and
personal interviews. Any out-of-pocket expenses incurred in connection with the solicitation will be borne by PIMCO.
Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more
Shareholders share that address and also share the same surname. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to the Secretary of the Fund c/o Pacific Investment Management Company LLC, 650
Newport Center Drive, Newport Beach, California 92660, or by calling 1-866-416-0559 on any business day.
As of the Record Date, the Trustees, nominees and the officers of each Fund as a group and individually beneficially owned less than one
percent (1%) of
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each Funds outstanding Shares. To the knowledge of the Funds, other than as set forth below, no person beneficially owned more than five percent (5%) of the outstanding shares of a
Fund:
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Beneficial Owner
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Fund
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Percentage of Ownership of Class
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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NRGX
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5.64% of Common Shares
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MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED/ 8862 MLPF&S TS SUB
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NRGX
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18.68% of Common Shares
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Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City NJ 7311
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NRGX
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20.49% of Common Shares
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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NRGX
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8.10% of Common Shares
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UBS Financial Services Inc.
1000 Harbor Boulevard
Weehawken NJ 07086-6790
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NRGX
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14.84% of Common Shares
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Wells Fargo Clearing Services, LLC
1 North Jefferson Ave
St. Louis MO 63103
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NRGX
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8.21% of Common Shares
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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RCS
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15.38% of Common Shares
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Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City NJ 7311
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RCS
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9.04% of Common Shares
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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RCS
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19.70% of Common Shares
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Pershing LLC
One Pershing Plaza
Jersey City NJ 7399
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RCS
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6.51% of Common Shares
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TD Ameritrade Clearing, Inc.
200 S 108th Ave
Omaha NE 68154
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RCS
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12.43% of Common Shares
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Beneficial Owner
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Fund
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Percentage of Ownership of Class
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American Enterprise Investment Services Inc.
2723 Ameriprise Financial Center
Minneapolis MN 55474
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PFL
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10.70% of Common Shares
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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PFL
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10.88% of Common Shares
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MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED/8862 MLPF&S TS SUB
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PFL
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6.32% of Common Shares
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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PFL
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19.49% of Common Shares
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Pershing LLC
One Pershing Plaza
Jersey City NJ 7399
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PFL
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5.88% of Common Shares
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TD Ameritrade Clearing, Inc.
200 S 108th Ave
Omaha NE 68154
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PFL
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12.72% of Common Shares
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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PFN
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11.83% of Common Shares
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MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED/8862 MLPF&S TS SUB
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PFN
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6.04% of Common Shares
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Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City NJ 7311
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PFN
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5.15% of Common Shares
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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PFN
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21.68% of Common Shares
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Pershing LLC
One Pershing Plaza
Jersey City NJ 7399
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PFN
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5.63% of Common Shares
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TD Ameritrade Clearing, Inc.
200 S 108th Ave
Omaha NE 68154
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PFN
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12.55% of Common Shares
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8
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Beneficial Owner
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Fund
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Percentage of Ownership of Class
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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PDI
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13.66% of Common Shares
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MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED/8862 MLPF&S TS SUB
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PDI
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10.46% of Common Shares
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Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City NJ 7311
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PDI
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10.73% of Common Shares
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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PDI
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18.71% of Common Shares
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Pershing LLC
One Pershing Plaza
Jersey City NJ 7399
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PDI
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6.36% of Common Shares
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TD Ameritrade Clearing, Inc.
200 S 108th Ave
Omaha NE 68154
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PDI
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8.09% of Common Shares
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UBS Financial Services Inc.
1000 Harbor Boulevard
Weehawken NJ 07086-6790
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PDI
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5.44% of Common Shares
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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PGP
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13.17% of Common Shares
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MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED/8862 MLPF&S TS SUB
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PGP
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7.94% of Common Shares
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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PGP
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26.09% of Common Shares
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TD Ameritrade Clearing, Inc.
200 S 108th Ave
Omaha NE 68154
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PGP
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15.97% of Common Shares
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Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco CA 94104
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PHK
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14.57% of Common Shares
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Morgan Stanley Smith Barney LLC
1 Harborside Financial Center, Plaza II
Jersey City NJ 7311
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PHK
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5.04% of Common Shares
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9
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Beneficial Owner
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Fund
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Percentage of Ownership of Class
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National Financial Services Corporation
200 Liberty Street
New York NY 10281
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PHK
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21.12% of Common Shares
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Pershing LLC
One Pershing Plaza
Jersey City NJ 7399
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PHK
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5.64% of Common Shares
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TD Ameritrade Clearing, Inc.
200 S 108th Ave
Omaha NE 68154
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PHK
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14.83% of Common Shares
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UBS Securities LLC
677 Washington Boulevard
Stamford CT 6912
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PFL
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19.63% of Preferred Shares
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The Bank of New York Mellon
One Wall Street 5th Floor
New York NY 10286-0001
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PFL
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77.71% of Preferred Shares
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UBS Securities LLC
677 Washington Boulevard
Stamford CT 6912
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PFN
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40.66% of Preferred Shares
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The Bank of New York Mellon
One Wall Street 5th Floor
New York NY 10286-0001
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PFN
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55.22% of Preferred Shares
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UBS Securities LLC
677 Washington Boulevard
Stamford CT 6912
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PHK
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70.50% of Preferred Shares
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The Bank of New York Mellon
One Wall Street 5th Floor
New York NY 10286-0001
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PHK
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26.70% of Preferred Shares
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PROPOSAL: ELECTION OF TRUSTEES
In accordance with NRGXs, PGPs, PHKs, PDIs, PFLs and PFNs Amended and Restated Agreement and Declaration
of Trust (each, a Declaration) and RCSs Articles of Incorporation, as amended (the Articles), the Trustees have been divided into the following three classes (each, a Class): Class I, Class II and
Class III. The expiration dates of the classes are described below and each Trustee will remain in office until the end of his or her term and when his or her successor is elected and qualified. The Governance and Nominating Committee and the
Board of each applicable Fund have recommended the nominees listed herein for election or re-election, as applicable, as Trustees by the Shareholders of the applicable Funds.
10
NRGX. With respect to NRGX, the term of office of the Class I Trustees will
expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1,
2020 through June 30, 2021); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from
July 1, 2021 through June 30, 2022). The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election by the Common Shareholders as a Class III Trustee and that
Ms. Cogan and Messrs. Ogden and Maney be nominated for election by the Common Shareholders as Class I Trustees at the Meeting. Consistent with the Funds Declaration, if elected, the nominees shall hold office for terms coinciding
with the Classes of Trustees to which they have been designated. Therefore, if elected at the Meeting, Ms. Cogan and Messrs. Ogden and Maney will serve terms consistent with the Class I Trustees, which will expire at the Funds annual
meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023), and Mr. Kittredge will serve a term consistent with the
Class III Trustees, which will expire at the Funds annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022).
RCS. With respect to RCS, the term of office of the Class II Directors will expire at the Meeting; the term of office of the
Class III Directors will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2020 through June 30, 2021); and the term of
office of the Class I Directors will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022).
Currently, James A. Jacobson and Hans W. Kertess are Class II Directors. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election by the Common Shareholders as a Class II
Director and that Messrs. Jacobson and Kertess be nominated for re-election by the Common Shareholders as Class II Directors at the Meeting. Consistent with the Funds Articles, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Directors to which they have been designated. Therefore, if elected or
re-elected, as applicable, at the Meeting, Messrs. Kittredge, Jacobson and Kertess will serve terms consistent with the Class II Directors, which will expire at the Funds annual meeting of
Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023).
11
PGP. With respect to PGP, the term of office of the Class III Trustees will
expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1,
2020 through June 30, 2021); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from
July 1, 2021 through June 30, 2022). Currently, Sarah E. Cogan, Deborah A. DeCotis and Alan Rappaport are Class III Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be
nominated for election by the Common Shareholders as a Class II Trustee, and that Mses. Cogan and DeCotis and Mr. Rappaport be nominated for re-election by the Common Shareholders as Class III
Trustees at the Meeting. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they
have been designated. Therefore, if elected or re-elected, as applicable, at the Meeting, Mses. Cogan and DeCotis and Mr. Rappaport will serve terms consistent with the Class III Trustees, which will
expire at the Funds annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023), and Mr. Kittredge will
serve a term consistent with the Class II Trustees, which will expire at the Funds annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021
through June 30, 2022).
PFL. With respect to PFL, the term of office of the Class I Trustees will expire at the
Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2020 through
July 31, 2021); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from
August 1, 2021 through July 31, 2022). Currently, Sarah E. Cogan, Hans W. Kertess and William B. Ogden, IV are Class I Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be
nominated for election as a Class III Trustee by the Common Shareholders and Preferred Shareholders, voting as a single class, that Mr. Ogden and Ms. Cogan be nominated for re-election as
Class I Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, and that Mr. Kertess be nominated for re-election as a Class I Trustee by the Preferred
Shareholders, voting as a separate class, at the Meeting. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the
Classes of Trustees to which they have been
12
designated. Therefore, if elected or re-elected, as applicable, at the Meeting, Mr. Kittredge will serve a term consistent with the Class III
Trustees, which will expire at the Funds annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021 through July 31, 2022), and Messrs.
Kertess and Ogden and Ms. Cogan will serve terms consistent with the Class I Trustees, which will expire at the Funds annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the
fiscal year running from August 1, 2022 through July 31, 2023).
PFN. With respect to PFN, the term of office of the
Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year
running from August 1, 2020 through July 31, 2021); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during
the fiscal year running from August 1, 2021 through July 31, 2022). Currently, James A. Jacobson, Hans W. Kertess and John C. Maney are Class III Trustees. The Governance and Nominating Committee has recommended to the Board that
Joseph B. Kittredge, Jr. be nominated for election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, and that Messrs. Jacobson, Kertess and Maney be nominated for
re-election as Class III Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, at the Meeting. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected or
re-elected, as applicable, at the Meeting, Messrs. Jacobson, Kertess and Maney will serve terms consistent with the Class III Trustees, which will expire at the Funds annual meeting of Shareholders
for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2022 through July 31, 2023), and Mr. Kittredge will serve a term consistent with the Class II Trustees, which will
expire at the Funds annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021 through July 31, 2022).
PHK. With respect to PHK, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the
Class III Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2020 through July 31, 2021); and the term
of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021
13
through July 31, 2022). Currently, David N. Fisher and James A. Jacobson are Class II Trustees, and Sarah E. Cogan is a Class III Trustee. The Governance and Nominating Committee
has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election as a Class III Trustee by the Common Shareholders and Preferred Shareholders, voting as a single class, that Messrs. Fisher and Jacobson be nominated for re-election as Class II Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, and that Ms. Cogan, who is currently a Class III Trustee, be nominated for re-election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, at the Meeting. Consistent with the Funds Declaration, if elected or
re-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected or
re-elected, as applicable, at the Meeting, Mr. Kittredge will serve a term consistent with the Class III Trustees, which will expire at the Funds annual meeting of Shareholders for the
2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2020 through July 31, 2021), and Messrs. Fisher and Jacobson and Ms. Cogan will serve terms consistent with the Class II
Trustees, which will expire at the Funds annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2022 through July 31, 2023).
PDI. With respect to PDI, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the
Class III Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2020 through June 30, 2021); and the term of
office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022).
Currently, James A. Jacobson and David N. Fisher are Class II Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election as a Class II Trustee by the Common
Shareholders and that Messrs. Jacobson and Fisher be nominated for re-election as Class II Trustees by the Common Shareholders at the Meeting. Consistent with the Funds Declaration, if elected or re-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected or
re-elected, as applicable, at the Meeting, Messrs. Jacobson, Fisher and Kittredge will serve terms consistent with the Class II Trustees, which will expire at the Funds annual meeting of
Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023).
14
All members of the Board of each of NRGX, PGP, PFL, PFN, PHK and PDI are and will remain, if
elected or re-elected, as applicable, Continuing Trustees, as such term is defined in the Declaration of the applicable Fund, having either served as Trustee since the inception of the Fund or for thirty-six months, or having been nominated by at least a majority of the Continuing Trustees then members of the Board.
All members of the Board of RCS, except for Joseph B. Kittredge, Jr., are and will remain, if
re-elected, Continuing Directors, as such term is defined in the Articles of Incorporation, either having served as Director for a period of at least 12 months, or having been a successor to a
Continuing Director and been recommended to succeed a Continuing Director by a majority of the Continuing Directors then members of the Board.
At any annual meeting of Shareholders, any Trustee elected to fill a vacancy that has arisen since the preceding annual meeting of
Shareholders (whether or not such vacancy has been filled by election of a new Trustee by the Board) shall hold office for a term that coincides with the term (or any remaining term) of the Class of Trustees to which such office was previously
assigned, if such vacancy arose other than by an increase in the number of Trustees and until his or her successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so
elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned and until his or her successor shall be elected and shall qualify.
The following table summarizes the nominees who will stand for election or re-election at
the Meeting, the respective Class of Trustees to which they have been designated and the expiration of their respective terms if elected or re-elected, as applicable:
|
|
|
|
|
|
|
Trustee/Director/Nominee
|
|
Class
|
|
|
Expiration of Term if
Elected/Re-Elected*
|
NRGX
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
|
Class I
|
|
|
Annual Meeting held during the 2022-2023
fiscal year
|
John C. Maney**
|
|
|
Class I
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
William B. Ogden, IV
|
|
|
Class I
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Joseph B. Kittredge, Jr.
|
|
|
Class III
|
|
|
Annual Meeting held during the 2021-2022 fiscal
year
|
15
|
|
|
|
|
|
|
Trustee/Director/Nominee
|
|
Class
|
|
|
Expiration of Term if
Elected/Re-Elected*
|
RCS
|
|
|
|
|
|
|
James A. Jacobson
|
|
|
Class II
|
|
|
Annual Meeting held during the 2022-2023
fiscal year
|
Hans W. Kertess
|
|
|
Class II
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Joseph B. Kittredge, Jr.
|
|
|
Class II
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
PGP
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Deborah A. DeCotis
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Alan Rappaport
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Joseph B. Kittredge, Jr.
|
|
|
Class II
|
|
|
Annual Meeting held
during the 2021-2022 fiscal year
|
PFL
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
|
Class I
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Hans W. Kertess
|
|
|
Class I
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
William B. Ogden, IV
|
|
|
Class I
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Joseph B. Kittredge, Jr.
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2021-2022 fiscal year
|
PFN
|
|
|
|
|
|
|
James A. Jacobson
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Hans W. Kertess
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
John C. Maney**
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
Joseph B. Kittredge, Jr.
|
|
|
Class II
|
|
|
Annual Meeting held
during the 2021-2022 fiscal year
|
PHK
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
|
Class II
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
David N. Fisher**
|
|
|
Class II
|
|
|
Annual Meeting held
during the 2022-2023 fiscal year
|
James A. Jacobson
|
|
|
Class II
|
|
|
Annual Meeting held during the 2022-2023 fiscal
year
|
Joseph B. Kittredge, Jr.
|
|
|
Class III
|
|
|
Annual Meeting held
during the 2020-2021 fiscal year
|
16
|
|
|
|
|
|
|
Trustee/Director/Nominee
|
|
Class
|
|
|
Expiration of Term if
Elected/Re-Elected*
|
PDI
|
|
|
|
|
|
|
David N. Fisher**
|
|
|
Class II
|
|
|
Annual Meeting held during the 2022-2023
fiscal year
|
James A. Jacobson
|
|
|
Class II
|
|
|
Annual Meeting held during the 2022-2023 fiscal
year
|
Joseph B. Kittredge, Jr.
|
|
|
Class II
|
|
|
Annual Meeting held during the 2022-2023 fiscal
year
|
*
|
A Trustee elected or re-elected at an annual meeting shall hold office
until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualifies, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
|
**
|
Each of Mr. Fisher and Mr. Maney is an Interested Trustee/Nominee.
|
Under this classified Board structure, generally only those Trustees in a single Class may be replaced in any one year, and it would
require a minimum of two years to change a majority of the Board under normal circumstances. This structure may make it more difficult for a Funds Shareholders to change the majority of Trustees of the Fund and, thus, promotes the continuity
of management and limits the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board.
Unless authority is withheld, it is the intention of the persons named in the enclosed proxy for a Fund to vote each proxy for the persons
listed above for that Fund. Each of the nominees has indicated he or she will serve if elected or re-elected, as applicable, but if he or she should be unable to serve for a Fund, the proxy holders may vote in
favor of such substitute nominee as the Board may designate (or, alternatively, the Board may determine to save a vacancy).
Trustees and Officers
The business of each Fund is managed under the direction of the Funds Board. Subject to the provisions of each Funds
Declaration or Articles, its Bylaws and applicable state law, the Trustees have all powers necessary and convenient to carry out their responsibilities, including the election and removal of the Funds officers.
Board Leadership Structure Currently, and assuming the nominees are re-elected or
elected as proposed, as applicable, the Board of Trustees of each Fund will consist of nine Trustees, seven of whom will be Independent Trustees. An Independent Trustee serves as Chair of the Board and is selected by a vote of the majority of the
Independent Trustees. The Chair of the Board presides at
17
meetings of the Board and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings and performs such other functions as may be requested by the
Board from time to time.
The Board of each Fund regularly meets four times each year to discuss and consider matters concerning the Funds
and also holds special meetings to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. Regular meetings generally take place in-person; other meetings may take place in-person or by telephone.
The Board has established five standing Committees to facilitate the oversight of the management of the Funds: the Audit Oversight Committee,
the Governance and Nominating Committee, the Valuation Oversight Committee, the Contracts Committee and the Performance Committee. The functions and role of each Committee are described below under Board Committees and Meetings. The
membership of each Committee (other than the Performance Committee) consists of only the Independent Trustees, which allows them to participate in the full range of the Boards oversight duties.
The Board reviews its leadership structure periodically and has determined that this leadership structure, including an Independent Chair, a
supermajority of Independent Trustees and Committee membership limited to Independent Trustees (with the exception of the Performance Committee), is appropriate in light of the characteristics and circumstances of each Fund. In reaching this
conclusion, the Board considered, among other things, the predominant role of the Manager in the day-to-day management of Fund affairs, the extent to which the work of
the Board is conducted through the Committees, the number of portfolios overseen by the Board that are advised by the Manager or have an investment adviser that is an affiliated person of the Manager (the Fund Complex), the variety of
asset classes those portfolios include, the assets of each Fund and the other portfolios overseen by the Board in the Fund Complex and the management and other service arrangements of each Fund and such other portfolios. The Board also believes that
its structure, including the presence of two Trustees who are executives with the Manager or Manager-affiliated entities, facilitates an efficient flow of information concerning the management of each Fund to the Independent Trustees.
Risk Oversight Each of the Funds has retained the Manager to provide investment advisory services and administrative
services. Accordingly, the Manager is immediately responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager serve as the Funds officers, including the Funds principal
executive officer and principal
18
financial and accounting officer, chief compliance officer and chief legal officer. The Manager and the Funds other service providers have adopted policies, processes and procedures to
identify, assess and manage different types of risks associated with each Funds activities. The Board oversees the performance of these functions by the Manager and the Funds other service providers, both directly and through the
Committee structure it has established. The Board receives from the Manager a wide range of reports, both on a regular and as-needed basis, relating to the Funds activities and to the actual and
potential risks of the Funds. These include reports on investment and market risks, custody and valuation of Fund assets, compliance with applicable laws and the Funds financial accounting and reporting. In addition, the Board meets
periodically with the individual portfolio managers of the Funds or their delegates to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks. In the course of these meetings and
discussions with the Manager, the Board has emphasized the importance of the Manager maintaining vigorous risk-management programs and procedures with respect to the Funds.
In addition, the Board has appointed a Chief Compliance Officer (CCO). The CCO oversees the development of compliance policies and
procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (Compliance Policies). The CCO reports directly to the Independent Trustees, interacts with individuals within the Managers
organization and provides presentations to the Board at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board periodically discusses relevant risks affecting the Funds with the CCO at these meetings.
The Board has approved the Compliance Policies and reviews the CCOs reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.
The Board recognizes that the reports it receives concerning risk management matters are, by their nature, typically summaries of the relevant
information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate certain risks; that it may be necessary to bear certain
risks (such as investment-related risks) in seeking to achieve the Funds investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.
19
Information Regarding Trustees and Nominees.
The following table provides information concerning the Trustees/Nominees of the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
Independent Trustees/Nominees
|
Deborah A.
DeCotis
1952
RCS-
Class III
PGP-
Class III, currently nominated for re-election
PHK-
Class III
PDI-
Class III
PFL-
Class III
PFN-
Class II
NRGX-
Class II
|
|
Chair of
the
Trustees,
Trustee,
Nominee
|
|
RCS-
Since
2011
PGP-
Since
2011
PHK-
Since
2011
PDI-
Since
2012
PFL-
Since
2011
PFN-
Since
2011
NRGX-
Since
2019
|
|
Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); Trustee, Smith College (since 2017); Director, Watford Re (since
2017). Formerly, Co-Chair Special Projects Committee, Memorial Sloan Kettering (2005-2015); Trustee, Stanford University (2010-2015); Principal, LaLoop LLC, a retail accessories company (1999-2014); Director,
Helena Rubenstein Foundation (1997-2010); and Director, Armor Holdings (2002-2010).
|
|
|
90
|
|
|
None
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
Sarah E.
Cogan
1956
RCS-
Class I
PGP-
Class III, currently nominated for re-election
PHK-
Currently Class III, if re-elected as nominated, Class II
PDI-
Class III
PFL-
Class I, currently nominated for re-election
PFN-
Class II
NRGX-
Class I, currently nominated for election
|
|
Trustee,
Nominee
|
|
Since
2019
|
|
Of Counsel, Simpson Thacher & Bartlett LLP (law firm); Director, Girl Scouts of Greater New York, Inc. (since 2016); and Trustee, Natural Resources Defense Council, Inc. (since 2013). Formerly, Partner, Simpson
Thacher & Bartlett LLP (1989-2018).
|
|
|
90
|
|
|
None
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
James A.
Jacobson
1945
RCS-
Class II, currently nominated for re-election
PGP-
Class II
PHK-
Class II, currently nominated for re-election
PDI-
Class II, currently nominated for re-election
PFL-
Class II
PFN-
Class III, currently nominated for re-election
NRGX-
Class III
|
|
Trustee,
Nominee
|
|
RCS-
Since 2009
PGP-
Since 2009
PHK-
Since 2009
PDI-
Since 2012
PFL-
Since 2012
PFN-
Since 2013
NRGX-
Since 2019
|
|
Retired. Trustee (since 2002) and Chairman of Investment Committee (since 2007), Ronald McDonald House of New York; and Trustee, New Jersey City University (since 2014). Formerly, Vice Chairman and Managing Director, Spear,
Leeds & Kellogg Specialists, LLC, a specialist firm on the New York Stock Exchange (2003-2008).
|
|
|
90
|
|
|
Formerly, Trustee, Alpine Mutual Funds Complex (consisting of 18 funds) (2009-2016).
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
Hans W.
Kertess
1939
RCS-Class II, currently nominated for re-election
PGP-Class I
PHK-Class III
PDI-Class III
PFL-Class I, currently nominated for
re-election
PFN-Class III, currently
nominated for re-election
NRGX-Class II
|
|
Trustee,
Nominee
|
|
RCS-Since
2008
PGP-Since
2005
PHK-Since
2003
PDI-Since
2012
PFL-Since
2003
PFN-Since
2004
NRGX-
Since 2019
|
|
President, H. Kertess & Co., a financial advisory company; and Senior Adviser (formerly Managing Director), Royal Bank of Canada Capital Markets (since 2004).
|
|
|
90
|
|
|
None
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
Joseph B.
Kittredge, Jr.
1954
RCS-
Class II, currently nominated for election
PGP-
Class II, currently nominated for election
PHK-
Class III, currently nominated for election
PDI-
Class II, currently nominated for election
PFL-
Class III, currently nominated for election
PFN-
Class II, currently nominated for election
NRGX-
Class III, currently nominated for election
|
|
Trustee,
Nominee
|
|
Since
2020
|
|
Retired. Formerly, General Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2005-2018) and Partner (2007-2018); President, GMO Trust (institutional mutual funds) (2009-2018); Chief Executive Officer, GMO Trust (2009-2015);
President and Chief Executive Officer, GMO Series Trust (platform based mutual funds) (2011-2013).
|
|
|
N/A
|
|
|
Trustee, GMO Trust (2010-2018); Chairman of the Board of Trustees, GMO Series Trust (2011-2018).
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
William B.
Ogden, IV
1945
RCS-
Class I
PGP-
Class I
PHK-
Class I
PDI-
Class I
PFL-
Class I, currently nominated for re-election
PFN-
Class I
NRGX-
Class I, currently nominated for election
|
|
Trustee,
Nominee
|
|
RCS-
Since 2008
PGP-
Since 2006
PHK-
Since 2006
PDI-Since
2012
PFL-
Since 2006
PFN-
Since 2006
NRGX-
Since 2019
|
|
Retired. Formerly, Asset Management Industry Consultant; and Managing Director, Investment Banking Division of Citigroup Global Markets Inc.
|
|
|
90
|
|
|
None
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
Alan
Rappaport
1953
RCS-
Class III
PGP-
Class III, currently nominated for re-election
PHK-
Class I
PDI-
Class I
PFL-
Class II
PFN-
Class I
NRGX-
Class III
|
|
Trustee,
Nominee
|
|
RCS-
Since 2010
PGP-
Since 2010
PHK-
Since 2010
PDI- Since
2012
PFL-
Since 2014
PFN-
Since 2012
NRGX-
Since 2019
|
|
Adjunct Professor, New York University Stern School of Business (since 2011); Lecturer, Stanford University Graduate School of Business (since 2013); and Director, Victory Capital Holdings, Inc., an asset management firm (since
2013). Formerly, Advisory Director (formerly Vice Chairman), Roundtable Investment Partners (2009-2018); Member of Board of Overseers, NYU Langone Medical Center (2015-2016); Trustee, American Museum of Natural History (2005-2015); Trustee, NYU
Langone Medical Center (2007-2015); and Vice Chairman (formerly, Chairman and President), U.S. Trust (formerly, Private Bank of Bank of America, the predecessor entity of U.S. Trust) (2001-2008).
|
|
|
90
|
|
|
None
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
Interested Trustees/Nominees
|
David N.
Fisher***
1968
650 Newport
Center Drive,
Newport
Beach,
CA 92660
RCS-
Class III
PGP-
Class I
PHK-
Class II, currently nominated for re-election
PDI-
Class II, currently nominated for re-election
PFL-
Class III
PFN-
Class I
NRGX-
Class II
|
|
Trustee,
Nominee
|
|
Since
2019
|
|
Managing Director and Head of Traditional Product Strategies, PIMCO (Since 2015); and Director, Court Appointed Special Advocates (CASA) of Orange County, a non-profit organization (since
2015). Formerly, Global Bond Strategist, PIMCO (2008-2015); and Managing Director and Head of Global Fixed Income, HSBC Global Asset Management (2005-2008).
|
|
|
28
|
|
|
None
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class*
|
|
Position(s)
Held
with the
Funds
|
|
Term of
Office and
Length of
Time Served**
|
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
|
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years
|
John C.
Maney***
1959
650 Newport
Center Drive,
Newport
Beach,
CA 92660
RCS-Class I
PGP-Class II
PHK-Class I
PDI-Class I
PFL-Class II
PFN-
Class III, currently nominated for re-election
NRGX-
Class I, currently nominated for election
|
|
Trustee,
Nominee
|
|
RCS-Since
2008
PGP-Since
2006
PHK-Since
2006
PDI-Since
2012
PFL-Since
2006
PFN-Since
2006
NRGX-
Since 2019
|
|
Consultant to PIMCO (since January 2020); Non-Executive Director and a member of the Compensation Committee of PIMCO Europe Ltd (since December 2017). Formerly, Managing Director of Allianz
Asset Management of America L.P. (2005-2019); member of the Management Board and Chief Operating Officer of Allianz Asset Management of America L.P (2006-2019); Member of the Management Board of Allianz Global Investors Fund Management LLC
(2007-2014) and Managing Director of Allianz Global Investors Fund Management LLC (2011-2014).
|
|
|
28
|
|
|
None
|
*
|
Unless otherwise indicated, the business address of the persons listed above is c/o Pacific Investment
Management Company LLC, 1633 Broadway, New York, New York 10019.
|
**
|
Under each Funds Declaration or Articles, as applicable, a Trustee serves until his or her retirement,
resignation or replacement.
|
***
|
Each of Messrs. Fisher and Maney is an Interested Trustee of each Fund due to his affiliation with PIMCO and
its affiliates.
|
28
The following table states the dollar range of equity securities beneficially owned as of the
Record Date by each Trustee and nominee of each Fund and, on an aggregate basis, of any registered investment companies overseen by the Trustees in the family of investment companies, including the Funds.
|
|
|
|
|
Name of Trustee/
Nominee
|
|
Dollar Range of Equity
Securities in the Funds*
|
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by Trustee/
Nominee in the
Family
of Investment
Companies*
|
Independent Trustees/Nominees
|
Deborah A. DeCotis
|
|
$10,001 - $50,000
|
|
Over $100,000
|
Sarah E. Cogan
|
|
$10,001 - $50,000
|
|
$50,001 - $100,000
|
James A. Jacobson
|
|
None
|
|
Over $100,000
|
Hans W. Kertess
|
|
None
|
|
Over $100,000
|
Joseph B. Kittredge, Jr.**
|
|
None
|
|
Over $100,000
|
William B. Ogden, IV
|
|
None
|
|
Over $100,000
|
Alan Rappaport
|
|
$10,001 - $50,000
|
|
Over $100,000
|
|
Interested Trustees/Nominees
|
David N. Fisher
|
|
Over $100,000
|
|
Over $100,000
|
John C. Maney
|
|
Over $100,000
|
|
Over $100,000
|
*
|
Securities are valued as of the Record Date.
|
**
|
Joseph B. Kittredge, Jr. was appointed as a Trustee of each Fund on May 11, 2020.
|
To the knowledge of the Funds, as of the Record Date, Trustees and nominees who are Independent Trustees or Independent Nominees and their
immediate family members did not own securities of an investment adviser or principal underwriter of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter of the Funds.
Mr. Ogden owns a less than 1% limited liability company interest in
PIMCO Global Credit Opportunity Onshore Fund LLC, a PIMCO-sponsored private investment vehicle.
Compensation. Mses.
Cogan and DeCotis and Messrs. Kertess, Jacobson, Ogden and Rappaport also serve as trustees of PIMCO Municipal Income Fund, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO
California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO
29
Municipal Income Fund III, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund III, PIMCO Dynamic Credit & Mortgage Income Fund, PIMCO Corporate &
Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PCM Fund, Inc. and PIMCO Income Opportunity Fund, each a closed-end fund for which the Manager serves as investment manager (together
with the Funds, the PIMCO Closed-End Funds), as well as PIMCO Flexible Credit Income Fund and PIMCO Flexible Municipal Income Fund, each a closed-end
management investment company that is operated as an interval fund for which the Manager serves as investment manager (the PIMCO Interval Funds) and PIMCO Managed Accounts Trust (PMAT), an open-end management investment company with multiple series for which the Manager serves as investment adviser and administrator (together with the PIMCO Closed-End Funds and
the PIMCO Interval Funds, the PIMCO-Managed Funds).
In addition, Mses. Cogan and DeCotis and Messrs. Kertess, Jacobson, Ogden
and Rappaport also serve as trustees of AllianzGI Diversified Income & Convertible Fund, AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II, AllianzGI Dividend, Interest & Premium Strategy
Fund, AllianzGI Equity & Convertible Income Fund, AllianzGI Convertible & Income 2024 Target Term Fund, AllianzGI Artificial Intelligence & Technology Opportunities Fund, Allianz Funds, Allianz Funds Multi-Strategy Trust
and AllianzGI Institutional Multi-Series Trust (together, the Allianz-Managed Funds), for which Allianz Global Investors U.S. LLC (AllianzGI U.S.), an affiliate of PIMCO, serves as investment manager. These Independent
Trustees receive separate compensation from the Allianz-Managed Funds in addition to amounts received for service on the Boards of the PIMCO-Managed Funds.
As indicated below, the officers of the Funds are affiliated with the Manager.
Each Independent Trustee receives annual compensation of $225,000 for his or her service on the Boards of the PIMCO-Managed Funds, payable
quarterly. The Independent Chair of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight Committee Chair receives an additional $50,000 annually, payable quarterly. Trustees are also reimbursed for
meeting-related expenses.
Each Trustees compensation for his or her service as a Trustee on the Boards of the PIMCO-Managed Funds
and other costs in connection with meetings of such Funds are allocated among the PIMCO-Managed Funds, as applicable, on the basis of fixed percentages as among PMAT, the PIMCO Interval Funds and the PIMCO
Closed-End Funds. Trustee compensation and other costs are then further allocated pro rata among the individual funds within each grouping based on each such funds relative net assets.
30
The Funds have no employees. The Funds officers, Mr. Fisher and Mr. Maney are
compensated by the Manager or its affiliates, as applicable.
The Trustees do not currently receive any pension or retirement benefits
from the Funds or the Fund Complex.
The following table provides information concerning the compensation paid to the Trustees and
nominees for the fiscal years ended July 31, 2019 for PFL, PFN and PHK, and the fiscal years ended June 30, 2019 for NRGX, RCS, PGP and PDI. For the calendar year ended December 31, 2019, the Trustees received the compensation set
forth in the table below for serving as Trustees of the Funds and other funds in the same Fund Complex as the Funds. Each officer and each Trustee who is a director, officer, partner, member or employee of the Manager, or of any entity controlling,
controlled by or under common control with the Manager, including any Interested Trustee, serves without any compensation from the Funds. Mr. Kittredge is not included in the table below because he did not serve on the Board of any of the Funds
as of either June 30, 2019, July 31, 2019 or December 31, 2019. Mr. Kittredge had not received any compensation from the Funds or the Fund Complex for service as a Trustee of a Fund as of June 30, 2019, July 31, 2019 or
December 31, 2019.
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee/ Nominees
|
|
Aggregate
Compensation
from NRGX for
the Fiscal
Year Ended
June 30,
2019
|
|
|
Aggregate
Compensation
from RCS for
the Fiscal
Year Ended
June 30,
2019
|
|
|
Aggregate
Compensation
from PGP for
the Fiscal
Year Ended
June 30,
2019
|
|
|
Aggregate
Compensation
from PFL for
the Fiscal
Year Ended
July 31,
2019
|
|
Independent Trustee/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
$
|
2,889
|
|
|
$
|
1,031
|
|
|
$
|
690
|
|
|
$
|
2,230
|
|
Deborah A. DeCotis
|
|
$
|
3,852
|
|
|
$
|
3,565
|
|
|
$
|
1,703
|
|
|
$
|
5,330
|
|
Bradford K. Gallagher***
|
|
$
|
1,613
|
|
|
$
|
3,222
|
|
|
$
|
1,473
|
|
|
$
|
4,586
|
|
James A. Jacobson
|
|
$
|
1,972
|
|
|
$
|
3,938
|
|
|
$
|
1,801
|
|
|
$
|
5,606
|
|
Hans W. Kertess
|
|
$
|
1,892
|
|
|
$
|
3,952
|
|
|
$
|
1,734
|
|
|
$
|
5,372
|
|
William B. Ogden, IV
|
|
$
|
1,613
|
|
|
$
|
3,222
|
|
|
$
|
1,473
|
|
|
$
|
4,586
|
|
Alan Rappaport
|
|
$
|
1,613
|
|
|
$
|
3,222
|
|
|
$
|
1,473
|
|
|
$
|
4,586
|
|
Interested Trustee/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David N. Fisher**
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
John C. Maney**
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee/ Nominees
|
|
Aggregate
Compensation
from PFN for
the Fiscal
Year Ended
July 31,
2019
|
|
|
Aggregate
Compensation
from PHK for
the Fiscal
Year Ended
July 31,
2019
|
|
|
Aggregate
Compensation
from PDI for
the Fiscal
Year Ended
June 30,
2019
|
|
|
Total Compensation
from the Funds and
Fund Complex Paid
to Trustees/Nominees
for the Calendar Year
Ended
December 31,
2019*
|
|
Independent Trustee/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
$
|
4,568
|
|
|
$
|
6,052
|
|
|
$
|
10,547
|
|
|
$
|
470,000
|
|
Deborah A. DeCotis
|
|
$
|
10,965
|
|
|
$
|
14,679
|
|
|
$
|
25,540
|
|
|
$
|
535,000
|
|
Bradford K. Gallagher***
|
|
$
|
9,442
|
|
|
$
|
12,661
|
|
|
$
|
22,024
|
|
|
$
|
460,000
|
|
James A. Jacobson
|
|
$
|
11,541
|
|
|
$
|
15,475
|
|
|
$
|
26,918
|
|
|
$
|
535,000
|
|
Hans W. Kertess
|
|
$
|
11,067
|
|
|
$
|
14,864
|
|
|
$
|
25,850
|
|
|
$
|
460,000
|
|
William B. Ogden, IV
|
|
$
|
9,442
|
|
|
$
|
12,661
|
|
|
$
|
22,024
|
|
|
$
|
465,000
|
|
Alan Rappaport
|
|
$
|
9,442
|
|
|
$
|
12,661
|
|
|
$
|
22,024
|
|
|
$
|
535,000
|
|
Interested Trustee/Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David N. Fisher**
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
John C. Maney**
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
*
|
In addition to the PIMCO-Managed Funds, which are advised by the Manager, during each Funds most recently
completed calendar year, all of the Trustees (other than Messrs. Kittredge, Fisher and Maney) served as trustees of the Allianz-Managed Funds, which are managed by AllianzGI U.S., an affiliate of PIMCO. The Allianz-Managed Funds and the
PIMCO-Managed Funds are considered to be in the same Fund Complex. Mses. Cogan and DeCotis and Messrs. Kertess, Jacobson, Ogden and Rappaport currently serve as trustee or director of 90 funds in the Fund Complex. Messrs. Maney and
Fisher currently serve as trustee or director of 28 funds in the Fund Complex. For the calendar year ended December 31, 2019, amounts received by the Trustees from PIMCO-Managed Funds were: for Ms. DeCotis, $300,000; for Mr. Jacobson,
$275,000; for each of Messrs. Kertess, Ogden and Rappaport, $225,000. These amounts are included in the Fund Complex totals in the table above.
|
**
|
Messrs. Fisher and Maney are interested persons of the Fund and do not receive compensation from the Fund for
their services as Trustees.
|
***
|
Mr. Gallagher resigned from the Board of each Fund effective December 31, 2019.
|
Trustee Qualifications The Board has determined that each Trustee is qualified to serve as such
based on several factors (none of which alone is decisive). Each Trustee, with the exception of Messrs. Fisher and Kittredge and Ms. Cogan, has served in such role for several years. Mr. Fisher is a Managing
32
Director and Head of Traditional Product Strategies at PIMCO, Mr. Kittredge served for thirteen years as General Counsel to Grantham, Mayo, Van Otterloo & Co. LLC (GMO),
the adviser to the GMO fund complex, and Ms. Cogan is Of Counsel, and formerly served as a Partner, at the law firm of Simpson Thacher & Bartlett LLP, which served as counsel to the Independent Trustees of the Funds until
December 31, 2018. Accordingly, each Trustee is knowledgeable about the Funds business and service provider arrangements and/or similar arrangements and, with the exception of Ms. Cogan and Messrs. Fisher and Kittredge, has also
served for several years as trustee or director to a number of other investment companies advised by the Manager and/or its affiliates. Among the factors the Board considered when concluding that an individual is qualified to serve on the Board were
the following: (i) the individuals business and professional experience and accomplishments; (ii) the individuals ability to work effectively with other members of the Board; (iii) the individuals prior experience,
if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individuals skills, experiences and attributes would contribute to
an appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee, the individuals substantial
professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds, were a significant factor in the determination by the Board that the individual is qualified to serve as a Trustee of the
Funds. The following is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience during the past five years set forth in the table above) that contributed to the Boards conclusion that an
individual is qualified to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual Trustees as having any special expertise or experience, and shall not impose any greater
responsibility or liability on any such person or on the Board by reason thereof.
Deborah A. DeCotis Ms. DeCotis
has substantial senior executive experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and experience in oversight of investment management functions through her
experience as a former Director of the Helena Rubenstein Foundation, Stanford Graduate School of Business and Armor Holdings.
Sarah E.
Cogan Ms. Cogan has substantial legal experience in the investment management industry, having served as a partner at a large international law firm in the corporate department for over 25 years and as former head of the
registered funds practice. She has extensive experience in oversight of investment company boards through her experience as counsel to the
33
Independent Trustees of the Funds and as counsel to other independent trustees, investment companies and asset management firms.
David N. Fisher Mr. Fisher has substantial executive experience in the investment management industry. Mr. Fisher
is a Managing Director and Head of Traditional Product Strategies at PIMCO. In this role, he oversees teams of product strategists covering core and non-core fixed income strategies as well as the firms
suite of equity strategies. Prior to taking on this position, Mr. Fisher was a product strategist at PIMCO with responsibility for the firms Total Return and Global Bond strategies. Because of his familiarity with PIMCO and its
affiliates, Mr. Fisher serves as an important information resource for the Independent Trustees and as a facilitator of communication with PIMCO.
James A. Jacobson Mr. Jacobson has substantial executive and board experience in the financial services industry. He
served for more than 15 years as a senior executive at a New York Stock Exchange (the NYSE) specialist firm. He has also served on the NYSE Board of Directors, including terms as Vice Chair. As such, he provides significant
experience on matters relating to portfolio brokerage and trade execution. He also provides the Funds with significant financial experience, serves as the Audit Oversight Committees Chair and has been determined by the Board to be an
audit committee financial expert.
Hans W. Kertess Mr. Kertess has substantial executive experience in
the investment management industry. He is the president of a financial advisory company, H. Kertess & Co. and a Senior Adviser of Royal Bank of Canada Capital Markets, and formerly served as a Managing Director of Royal Bank of Canada
Capital Markets. He has significant experience in the investment banking industry.
Joseph B. Kittredge, Jr.
Mr. Kittredge has substantial experience in the investment management industry, having served for thirteen years as general counsel to Grantham, Mayo, Van Otterloo & Co. LLC, the adviser to the GMO fund complex. During various periods
at GMO he also had responsibility for overseeing Compliance and Fund Treasury and Tax. Mr. Kittredge also served as a Trustee and senior officer for funds in the GMO complex, with responsibility under Sarbanes-Oxley for overseeing financial
controls and reporting. Previously, he was a partner at a large international law firm, specializing in the latter part of his tenure in the formation, distribution, operation and governance of investment companies and other investment pools
investing primarily in publically traded securities. Mr. Kittredge has extensive experience in asset management regulation and has provided legal advice to investment company boards, registered funds and their sponsors with respect to a broad
range of financial, legal, tax, regulatory and other issues.
34
John C. Maney Mr. Maney has substantial executive and board experience in
the investment management industry. Prior to January 2020, he served in a variety of senior-level positions with investment advisory firms affiliated with the Manager, including Allianz Asset Management of America L.P. (the Managers U.S.
parent company). In addition, Mr. Maney currently provides various services to the Manager as a consultant. Because of his familiarity with the Manager and affiliated entities, he serves as an important information resource for the Independent
Trustees and as a facilitator of communication with the Manager and its affiliates.
William B. Ogden, IV
Mr. Ogden has substantial senior executive experience in the investment banking industry. He served as Managing Director at Citigroup, where he established and led the firms efforts to raise capital for, and provide mergers and
acquisition advisory services to, asset managers and investment advisers. He also has significant experience with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.
Alan Rappaport Mr. Rappaport has substantial senior executive experience in the financial services industry. He
formerly served as Chairman and President of the Private Bank of Bank of America and as Vice Chairman of U.S. Trust and as an Advisory Director of an investment firm.
Board Committees and Meetings.
Audit
Oversight Committee. The Board of each Fund has established an Audit Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Each Funds Audit
Oversight Committee currently consists of Messrs. Jacobson, Kertess, Kittredge, Ogden, Rappaport and Mses. DeCotis and Cogan, each of whom is an Independent Trustee. Mr. Jacobson serves as Chair of each Funds Audit Oversight
Committee. Each Funds Audit Oversight Committee provides oversight with respect to the internal and external accounting and auditing procedures of the Fund and, among other things, determines the selection of the independent registered public
accounting firm 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 approves non-audit services to be performed by the auditors for certain affiliates, including the Manager and entities in a control relationship with the Manager that provide services to 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 Funds independent registered public accounting firm. Each member of each Funds Audit
Oversight Committee is
35
independent, as independence for audit committee members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.
The Board of each Fund has adopted a written charter for its Audit Oversight Committee. A copy of the written charter for each Fund, as
amended through January 1, 2020, is attached to this Proxy Statement as Exhibit A. A report of the Audit Oversight Committee of NRGX, RCS, PGP and PDI, dated August 22, 2019, is attached to this Proxy Statement as Exhibit C-1. A report of the Audit Oversight Committee of PFL, PFN and PHK, dated September 19, 2019, is attached to this Proxy Statement as Exhibit C-2.
Governance and Nominating Committee. The Board of each Fund has established a Governance and Nominating Committee composed solely
of Independent Trustees, currently consisting of Messrs. Jacobson, Kertess, Kittredge, Ogden, Rappaport and Mses. Cogan and DeCotis. Ms. DeCotis serves as Chair of each Funds Governance and Nominating Committee. The primary purposes
and responsibilities of each Funds Governance and Nominating Committee are: (i) advising and making recommendations to the Board on matters concerning Board governance and related Trustee practices, and (ii) the screening and
nomination of candidates for election to the Board as Independent Trustees.
The responsibilities of each Funds Governance and
Nominating Committee include considering and making recommendations to the Funds Board regarding: (1) governance, retirement and other policies, procedures and practices relating to the Board and the Trustees; (2) in consultation
with the Chair of the Trustees, matters concerning the functions and duties of the Trustees and committees of the Board; (3) the size of the Board and, in consultation with the Chair of the Trustees, the Boards committees and their
composition; and (4) Board and committee meeting procedures. The Committee will also periodically review and recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by each
Fund to the Independent Trustees for their services on the Board and any committees on the Board.4
The Governance and Nominating Committee is responsible for reviewing and recommending qualified candidates to the Board in the event that a
position is vacated or created or when Trustees are to be re-elected. The Governance and
4
|
Prior to January 1, 2020, Trustee compensation was reviewed by a separate Compensation Committee
established by the Board of each Fund. The Compensation Committee was dissolved, effective January 1, 2020.
|
36
Nominating Committee of each Fund has adopted a charter, which is attached to this Proxy Statement as Exhibit B.
Each member of each Funds Governance and Nominating Committee is independent, as independence for nominating committee
members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.
Qualifications, Evaluation and Identification of Trustees/Nominees. The Governance and Nominating Committee of each Fund requires
that Trustee candidates have a college degree or equivalent business experience. When evaluating candidates, each Funds Governance and Nominating Committee may take into account a wide variety of factors including, but not limited to:
(i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and
expertise and (v) overall diversity of the Boards composition.
The process of identifying nominees involves the consideration
of candidates recommended by one or more of the following sources: (i) the Funds current Trustees, (ii) the Funds officers, (iii) the Funds investment adviser, (iv) the Funds shareholders and (v) any
other source the Committee deems to be appropriate. The Governance and Nominating Committee of each Fund may, but is not required to, retain a third party search firm at a Funds expense to identify potential candidates.
Consideration of Candidates Recommended by Shareholders. The Governance and Nominating Committee of each Fund will review and
consider nominees recommended by Shareholders to serve as Trustees, provided that the recommending Shareholder follows the Procedures for Shareholders to Submit Nominee Candidates for the PIMCO Sponsored
Closed-End Funds, which are set forth as Appendix B to the Funds Governance and Nominating Committee Charter, attached to this Proxy Statement as Exhibit B. Among other requirements, these
procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Funds Secretary, at the address of the principal executive offices of the Fund and that such submission must be
received at such offices not less than 45 days nor more than 75 days prior to the date of the Board or shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding
the candidate and the recommending Shareholder and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary. Please
refer to
37
Appendix B to the Governance and Nominating Committee Charter for each Fund, which is attached to this Proxy Statement as Exhibit B for details.
The Governance and Nominating Committee has full discretion to reject nominees recommended by Shareholders and there is no assurance that any
such person properly recommended and considered by the Committee will be nominated for election to the Board of each Fund.
Diversity. The Governance and Nominating Committee takes diversity of a particular nominee and overall diversity of the Board into
account when considering and evaluating nominees for Trustee. While the Committee has not adopted a particular definition of diversity, when considering a nominees and the Boards diversity, the Committee generally considers the manner in
which each nominees professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership
experience and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
Valuation Oversight Committee. The Board of each Fund has established a Valuation Oversight Committee currently consisting of
Messrs. Jacobson, Kertess, Kittredge, Ogden and Rappaport and Mses. Cogan and DeCotis. Mr. Ogden serves as Chair of each Funds Valuation Oversight Committee. The Valuation Oversight Committee has been delegated responsibility by the
Board for overseeing determination of the fair value of each Funds portfolio securities and other assets on behalf of the Board in accordance with the Funds valuation procedures. The Valuation Oversight Committee of each Fund reviews and
approves procedures for the fair valuation of the Funds portfolio securities and periodically reviews information from the Manager regarding fair value determinations made pursuant to Board-approved procedures, and makes related
recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters. In certain circumstances as specified in the Funds valuation policies, the Valuation Oversight Committee may also
determine the fair value of portfolio holdings after consideration of all relevant factors, which determinations shall be reported to the full Board.
Compensation Committee. Prior to January 1, 2020, the Board of each Fund had established a Compensation Committee that met as
the Board deemed necessary to review and make recommendations regarding compensation payable to the Trustees of the Funds who are not directors, officers, partners or employees of the Manager or any entity controlling, controlled by or under common
control with the Manager. The Compensation Committee was dissolved, effective January 1, 2020, and the Governance and Nominating Committee assumed responsibility for compensation matters.
38
Contracts Committee. The Board of each Fund has established a Contracts Committee
currently consisting of Messrs. Jacobson, Kertess, Kittredge, Ogden, Rappaport and Mses. Cogan and DeCotis. Ms. Cogan serves as Chair of each Funds Contracts Committee. The Contracts Committee meets as the Board deems necessary to
review the performance of, and the reasonableness of the fees paid to, as applicable, the Funds investment adviser(s) and any sub-adviser(s), administrators(s) and principal underwriters(s) and to make
recommendations to the Board regarding the approval and continuance of each Funds contractual arrangements for investment advisory, sub-advisory, administrative and distribution services, as applicable.
The Contracts Committee also may review and evaluate the terms of other contracts or amendments thereto with the Funds other major service providers at the Boards request.
Performance Committee. The Board has established a Performance Committee, which consists of Messrs. Jacobson, Kertess, Kittredge,
Ogden, Rappaport, Maney and Fisher and Mses. Cogan and DeCotis. Mr. Rappaport serves as Chair of the Performance Committee. The Performance Committees responsibilities include reviewing the performance of the Funds and any changes in
investment philosophy, approach and personnel of the Manager.
Meetings. With respect to NRGX, during the fiscal year ended
June 30, 2019, the Board of Trustees held two regular meetings and two special meetings. The Audit Oversight Committee met in separate session three times, the Valuation Oversight Committee met in separate session two times, the Contracts
Committee met in separate session two times and the Performance Committee met in separate session two times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on
and during which such Trustee served for NRGX that were held during the fiscal period ended June 30, 2019.
With respect to RCS,
during the fiscal year ended June 30, 2019, the Board of Directors held four regular meetings and three special meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate
session twice, the Valuation Oversight Committee met in separate session four times, the Compensation Committee met in separate session once, the Contracts Committee met in separate session four times and the Performance Committee met in separate
session three times. Each Director attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during which such Director served for RCS that were held during the fiscal year ended
June 30, 2019.
39
With respect to PGP, during the fiscal year ended June 30, 2019, the Board of Trustees held
four regular meetings and three special meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session twice, the Valuation Oversight Committee met in separate session four
times, the Compensation Committee met in separate session once, the Contracts Committee met in separate session four times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at
least 75% of the regular meetings of the Board and meetings of the committees on and during which such Trustee served for PGP that were held during the fiscal year ended June 30, 2019.
With respect to PFL, during the fiscal year ended July 31, 2019, the Board of Trustees held four regular meetings and three special
meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session twice, the Valuation Oversight Committee met in separate session four times, the Compensation Committee met in
separate session once, the Contracts Committee met in separate session four times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the
Board and meetings of the committees on and during which such Trustee served for PFL that were held during the fiscal year ended July 31, 2019.
With respect to PFN, during the fiscal year ended July 31, 2019, the Board of Trustees held four regular meetings and three special
meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session twice, the Valuation Oversight Committee met in separate session four times, the Compensation Committee met in
separate session once, the Contracts Committee met in separate session four times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the
Board and meetings of the committees on and during which such Trustee served for PFN that were held during the fiscal year ended July 31, 2019.
With respect to PHK, during the fiscal year ended July 31, 2019, the Board of Trustees held four regular meetings and three special
meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session twice, the Valuation Oversight Committee met in separate session four times, the Compensation Committee met in
separate session once, the Contracts Committee met in separate session four times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the
Board and meetings of the committees on and during which such Trustee served for PHK that were held during the fiscal year ended July 31, 2019.
40
With respect to PDI, during the fiscal year ended June 30, 2019, the Board of Trustees held
four regular meetings and three special meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session twice, the Valuation Oversight Committee met in separate session four
times, the Compensation Committee met in separate session once, the Contracts Committee met in separate session four times and the Performance Committee met in separate session three times. Each Trustee attended in person or via teleconference at
least 75% of the regular meetings of the Board and meetings of the committees on and during which such Trustee served for PDI that were held during the fiscal year ended June 30, 2019.
The Trustees generally do not attend the annual shareholder meetings.
Shareholder Communications with the Board of Trustees. The Board of Trustees of each Fund has adopted procedures by which
Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board of Trustees, [name of Fund], c/o Fund Administration, Pacific Investment Management Company LLC, 1633
Broadway, New York, New York 10019. Shareholder communications must (i) be in writing and be signed by the Shareholder and (ii) identify the class and number of Shares held by the Shareholder. The Secretary of each Fund or her designee is
responsible for reviewing properly submitted shareholder communications. The Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or
(ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not
be provided to the Board because it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise
routine or ministerial in nature. These procedures do not apply to (i) any communication from an officer or Trustee of a Fund, (ii) any communication from an employee or agent of a Fund, unless such communication is made solely in such
employees or agents capacity as a shareholder, or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection with such a
proposal. A Funds Trustees are not required to attend the Funds annual shareholder meetings or to otherwise make themselves available to shareholders for communications, other than by the aforementioned procedures.
Section 16(a) Reports. Each Funds Trustees and certain officers, investment adviser, certain affiliated
persons of the investment adviser and
41
persons who beneficially own more than 10% of any class of outstanding securities of a Fund (i.e., a Funds Common Shares or Preferred Shares) are required to file forms reporting
their affiliation with the Fund and reports of ownership and changes in ownership of the Funds securities with the Securities and Exchange Commission (the SEC) and the NYSE. Based solely on a review of these forms filed
electronically with the SEC and any written representation from reporting persons during the most recently concluded fiscal year, each Fund believes that each of the Trustees and officers, investment adviser and relevant affiliated persons of the
investment adviser and the persons who beneficially own more than 10% of any class of outstanding securities of the Fund has complied with all applicable filing requirements during each Funds respective fiscal year.
Required Vote. The election of Ms. Cogan and Messrs. Kittredge, Maney and Ogden to the Board of Trustees of NRGX will require
the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy. The election of Mr. Kittredge and the
re-election of Messrs. Jacobson and Kertess to the Board of Directors of RCS will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of
Directors at the Meeting, in person or by proxy. The election of Mr. Kittredge and the re-election of Mses. Cogan and DeCotis and Mr. Rappaport to the Board of Trustees of PGP will require the
affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy. The election of Mr. Kittredge and the
re-election of Ms. Cogan and Mr. Ogden to the Board of Trustees of PFL will require the affirmative vote of a plurality of the votes of Common Shareholders and Preferred Shareholders of the Fund
(voting together as a single class) cast in the election of Trustees at the Meeting, in person or by proxy. The re-election of Mr. Kertess to Board of Trustees of PFL will require the affirmative vote of
a plurality of the votes of Preferred Shareholders of the Fund (voting as a separate class) cast in the election of the Preferred Shares Trustee at the Meeting, in person or by proxy. The re-election Messrs.
Jacobson, Kertess and Maney to the Board of Trustees of PFN will require the affirmative vote of a plurality of the votes of Common Shareholders and Preferred Shareholders of the Fund (voting together as a single class) cast in the election of
Trustees at the Meeting, in person or by proxy. The election of Mr. Kittredge to Board of Trustees of PFN will require the affirmative vote of a plurality of the votes of Preferred Shareholders of the Fund (voting as a separate class) cast in
the election of the Preferred Shares Trustee at the Meeting, in person or by proxy. The election of Mr. Kittredge and the re-election Messrs. Fisher and Jacobson to the Board of Trustees of PHK will
require the affirmative vote of a plurality of the votes of Common Shareholders and Preferred Shareholders of the Fund (voting together as a single class) cast in the election of Trustees at the Meeting, in person or by
42
proxy. The re-election of Ms. Cogan to Board of Trustees of PHK will require the affirmative vote of a plurality of the votes of Preferred
Shareholders of the Fund (voting as a separate class) cast in the election of the Preferred Shares Trustee at the Meeting, in person or by proxy. The election of Mr. Kittredge and the re-election of
Messrs. Fisher and Jacobson to the Board of Trustees of PDI will require the affirmative vote of a plurality of the votes of Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL FOR EACH FUND .
ADDITIONAL INFORMATION
Executive and Other Officers of the Funds. The table below provides certain information concerning the executive officers of the
Funds and certain other officers who perform similar duties. Officers of NRGX, PGP, PFL, PFN, PHK and PDI hold office at the pleasure of the relevant Board and until their successors are chosen and qualified, or in each case until he or she sooner
dies, resigns, is removed with or without cause or becomes disqualified. Officers of RCS shall be elected or appointed by the Board of Directors each year at its first meeting held after the annual meeting of Shareholders, or at any other time.
Officers serve at the pleasure of the Board. Each such officer shall hold office until his or her successor shall have been duly elected or appointed and qualified, or until his or her death, or until he or she shall have resigned or have been
removed. Officers and employees of the Funds who are principals, officers, members or employees of the Manager are not compensated by the Funds.
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|
|
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|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Eric D. Johnson1
1970
|
|
President
|
|
Since May
2019
|
|
Executive Vice President, PIMCO. President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT.
|
43
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Keisha Audain-Pressley2
1975
|
|
Chief
Compliance
Officer
|
|
Since 2018
|
|
Executive Vice President and Deputy Chief Compliance Officer, PIMCO. Chief Compliance Officer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT.
|
|
|
|
|
Ryan G. Leshaw1
1980
|
|
Chief Legal
Officer
|
|
Since May
2019
|
|
Senior Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO-Managed Funds. Vice President, Senior Counsel and Secretary, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Associate, Willkie Farr & Gallagher LLP.
|
|
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Joshua D. Ratner 2
1976
|
|
Senior Vice
President
|
|
Since May
2019
|
|
Executive Vice President and Head of U.S. Operations, PIMCO. Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
|
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|
|
Peter G. Strelow1
1970
|
|
Senior Vice
President
|
|
Since May
2019
|
|
Managing Director and Co-Chief Operating Officer, PIMCO. Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Chief Administrative Officer, PIMCO.
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44
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Wu-Kwan Kit1
1981
|
|
Vice
President,
Senior
Counsel
and
Secretary
|
|
Since December
2018
|
|
Senior Vice President and Senior Counsel, PIMCO. Vice President, Senior Counsel and Secretary, PIMCO-Managed Funds. Assistant Secretary, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Assistant General Counsel, VanEck Associates Corp.
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|
|
Stacie D. Anctil1
1969
|
|
Vice
President
|
|
Since 2015
|
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
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|
|
|
|
Jeffrey A. Byer1
1976
|
|
Vice
President
|
|
Since January 2020
|
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
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|
|
|
Brian J. Pittluck1
1977
|
|
Vice
President
|
|
Since January 2020
|
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT.
|
45
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Bradley A. Todd1
1960
|
|
Treasurer
|
|
Since May
2019
|
|
Senior Vice President, PIMCO. Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Consultant, EY.
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|
|
|
|
Erik C. Brown2
1967
|
|
Assistant
Treasurer
|
|
Since 2015
|
|
Executive Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
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|
|
|
Brandon T. Evans1
1982
|
|
Assistant
Treasurer
|
|
Since May 2019
|
|
Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
|
|
|
|
|
Colleen Miller2
1980
|
|
Assistant
Treasurer
|
|
Since 2017
|
|
Senior Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
|
|
|
|
|
Christopher M. Morin1
1980
|
|
Assistant
Treasurer
|
|
Since 2016
|
|
Senior Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
|
|
|
|
|
Jason J. Nagler2
1982
|
|
Assistant
Treasurer
|
|
Since 2015
|
|
Senior Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT.
|
46
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Bijal Parikh1
1978
|
|
Assistant
Treasurer
|
|
Since May 2019
|
|
Senior Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds. Deputy Treasurer, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
|
|
|
|
|
H. Jessica Zhang1
1973
|
|
Assistant
Treasurer
|
|
Since January 2020
|
|
Senior Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
|
(1)
|
The address of these officers is Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport
Beach, California 92660.
|
(2)
|
The address of these officers is Pacific Investment Management Company LLC, 1633 Broadway, New York, New York
10019.
|
Each of the Funds executive officers is an interested person of each Fund (as defined in
Section 2(a)(19) of the 1940 Act) as a result of his or her position(s) set forth in the table above.
Investment
Manager. The Manager serves as the investment manager of each of the Funds. Subject to the supervision of the Board of each Fund, the Manager is responsible for managing the investment activities of the Funds and the Funds
business affairs and other administrative matters. The Manager is located at 650 Newport Center Drive, Newport Beach, CA 92660. The Manager is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European insurance and financial
services company.
Independent Registered Public Accounting Firm. The Audit Oversight Committee of each Funds Board and
the full Board of each Fund unanimously selected PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal years ending June 30, 2020 for NRGX, RCS, PGP and PDI and July 31, 2020 for
PFL, PFN and PHK. PwC served as the independent registered public accounting firm of each Fund for the fiscal years ended June 30, 2019 for NRGX, RCS, PGP and PDI and July 31, 2019 for PFL, PFN and PHK and also serves as the independent
registered public accounting
47
firm of various other investment companies for which the Manager serves as investment adviser. PwC is located at 300 Madison Avenue, New York, New York 10017. None of the Funds knows of any
direct financial or material indirect financial interest of PwC in the Funds. A representative of PwC, if requested by any Shareholder, will be present at the Meeting via telephone to respond to appropriate questions from Shareholders and will have
an opportunity to make a statement if he or she chooses to do so.
Pre-approval Policies and
Procedures. Each Funds Audit Oversight Committee has adopted written policies relating to the pre-approval of audit and permitted non-audit services to be
performed by the Funds independent registered public accounting firm. Under the policies, on at least an annual basis, a Funds Audit Oversight Committee reviews and pre-approves proposed audit and
permitted non-audit services to be performed by the independent registered public accounting firm on behalf of the Fund.
In addition, each Funds Audit Oversight Committee pre-approves at least annually any permitted non-audit services (including audit-related services) to be provided by the independent registered public accounting firm to the Manager and any entity controlling, controlled by, or under common control with the
Manager that provides ongoing services to the Fund (together, the Accounting Affiliates), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund. Although the Audit Oversight
Committee does not pre-approve all services provided by the independent registered public accounting firm to Accounting Affiliates (for instance, if the engagement does not relate directly to the operations
and financial reporting of the Fund), the Committee receives an annual report from the independent registered public accounting firm showing the aggregate fees paid by Accounting Affiliates for such services.
Each Funds Audit Oversight Committee may also from time to time pre-approve individual non-audit services to be provided to the Fund or an Accounting Affiliate that were not pre-approved as part of the annual process described above. A member of the Audit
Oversight Committee to whom this responsibility has been delegated (a Designated Member) may also pre-approve these individual non-audit services, provided
that the fee for such services does not exceed a pre-determined dollar threshold. Any such pre-approval by the Designated Member is reported to the full Audit Oversight
Committee for ratification at its next regularly scheduled meeting.
The pre-approval policies
provide for waivers of the requirement that the Audit Oversight Committee pre-approve permitted non-audit services provided to the Funds or their Accounting Affiliates
pursuant to de minimis exceptions
48
described in Section 10A of the Exchange Act and applicable regulations (referred to herein as the de minimis exception).
Audit Fees. Audit Fees are fees related to the audit and review of the financial statements included in annual reports and
registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. For each Funds last two fiscal years as reflected below, the Audit Fees billed by PwC to the Fund or to
PIMCO with respect to the Fund are shown in the table below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
|
Audit Fees
|
|
NRGX
|
|
|
June 30, 2019
|
|
|
$
|
97,876
|
|
RCS
|
|
|
June 30, 2019
|
|
|
$
|
48,483
|
|
|
|
|
June 30, 2018
|
|
|
$
|
43,910
|
|
PGP
|
|
|
June 30, 2019
|
|
|
$
|
41,983
|
|
|
|
|
June 30, 2018
|
|
|
$
|
37,070
|
|
PFL
|
|
|
July 31, 2019
|
|
|
$
|
47,498
|
|
|
|
|
July 31, 2018
|
|
|
$
|
53,910
|
|
PFN
|
|
|
July 31, 2019
|
|
|
$
|
56,009
|
|
|
|
|
July 31, 2018
|
|
|
$
|
62,422
|
|
PHK
|
|
|
July 31, 2019
|
|
|
$
|
51,010
|
|
|
|
|
July 31, 2018
|
|
|
$
|
52,422
|
|
PDI
|
|
|
June 30, 2019
|
|
|
$
|
68,676
|
|
|
|
|
June 30, 2018
|
|
|
$
|
94,814
|
|
Audit-Related Fees. Audit-Related Fees are fees related to assurance and related services that are
reasonably related to the performance of the audit or review of financial statements, but not reported under Audit Fees above, and that include accounting consultations, attestation reports, comfort letters, and agreed-upon procedure
reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares for the Funds), if applicable. The table below shows, for each Funds last two fiscal years as reflected below, the Audit-Related Fees billed
by PwC to the Fund or to PIMCO with respect to the Fund. During those fiscal years, there were no Audit-Related Fees billed by PwC to the Funds Accounting Affiliates for audit-related services related directly to the operation and financial
reporting of the Funds.
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
|
Audit-Related Fees
|
|
NRGX
|
|
|
June 30, 2019
|
|
|
$
|
110,000
|
|
RCS
|
|
|
June 30, 2019
|
|
|
$
|
|
|
|
|
|
June 30, 2018
|
|
|
$
|
|
|
PGP
|
|
|
June 30, 2019
|
|
|
$
|
|
|
|
|
|
June 30, 2018
|
|
|
$
|
|
|
49
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
|
Audit-Related Fees
|
|
PFL
|
|
|
July 31, 2019
|
|
|
$
|
38,000
|
|
|
|
|
July 31, 2018
|
|
|
$
|
18,000
|
|
PFN
|
|
|
July 31, 2019
|
|
|
$
|
38,000
|
|
|
|
|
July 31, 2018
|
|
|
$
|
18,000
|
|
PHK
|
|
|
July 31, 2019
|
|
|
$
|
18,000
|
|
|
|
|
July 31, 2018
|
|
|
$
|
18,000
|
|
PDI
|
|
|
June 30, 2019
|
|
|
$
|
|
|
|
|
|
June 30, 2018
|
|
|
$
|
27,485
|
|
Tax Fees. Tax Fees are fees associated with tax compliance, tax advice and tax planning, including
services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. The table below shows, for each Funds last two fiscal
years as reflected below, the aggregate Tax Fees billed by PwC to the Fund or to PIMCO with respect to the Fund. During those fiscal years, there were no Tax Fees billed by PwC to the Funds Accounting Affiliates for tax-related services related directly to the operation and financial reporting of the Funds.
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
|
Tax Fees
|
|
NRGX
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
RCS
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
|
|
|
June 30, 2018
|
|
|
$
|
0
|
|
PGP
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
|
|
|
June 30, 2018
|
|
|
$
|
0
|
|
PFL
|
|
|
July 31, 2019
|
|
|
$
|
0
|
|
|
|
|
July 31, 2018
|
|
|
$
|
0
|
|
PFN
|
|
|
July 31, 2019
|
|
|
$
|
0
|
|
|
|
|
July 31, 2018
|
|
|
$
|
0
|
|
PHK
|
|
|
July 31, 2019
|
|
|
$
|
0
|
|
|
|
|
July 31, 2018
|
|
|
$
|
0
|
|
PDI
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
|
|
|
June 30, 2018
|
|
|
$
|
0
|
|
All Other Fees. All Other Fees are fees related to services other than those reported above under
Audit Fees, Audit-Related Fees and Tax Fees. For each Funds last two fiscal years, no such fees were billed by PwC to the Fund or the Funds Accounting Affiliates.
During the periods indicated in the tables above, no services described under Audit-Related Fees, Tax Fees or
All Other Fees were approved pursuant to the de minimis exception.
50
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by PwC, during each Funds last two fiscal years as reflected below, for services rendered to each Fund and the Funds Accounting Affiliates are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended
|
|
|
Aggregate Non-Audit
Fees for Fund
|
|
|
Non-Audit Fees for
Accounting Affiliates
|
|
|
Aggregate
Non-Audit Fees
|
|
NRGX
|
|
|
June 30, 2019
|
|
|
$
|
110,000
|
|
|
$
|
12,402,651
|
|
|
$
|
12,512,651
|
|
RCS
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
|
$
|
12,402,651
|
|
|
$
|
12,402,651
|
|
|
|
|
June 30, 2018
|
|
|
$
|
0
|
|
|
$
|
7,397,858
|
|
|
$
|
7,397,858
|
|
PGP
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
|
$
|
12,402,651
|
|
|
$
|
12,402,651
|
|
|
|
|
June 30, 2018
|
|
|
$
|
0
|
|
|
$
|
7,397,858
|
|
|
$
|
7,397,858
|
|
PFL
|
|
|
July 31, 2019
|
|
|
$
|
38,000
|
|
|
$
|
12,402,651
|
|
|
$
|
12,440,651
|
|
|
|
|
July 31, 2018
|
|
|
$
|
18,000
|
|
|
$
|
7,397,858
|
|
|
$
|
7,415,858
|
|
PFN
|
|
|
July 31, 2019
|
|
|
$
|
38,000
|
|
|
$
|
12,402,651
|
|
|
$
|
12,440,651
|
|
|
|
|
July 31, 2018
|
|
|
$
|
18,000
|
|
|
$
|
7,397,858
|
|
|
$
|
7,415,858
|
|
PHK
|
|
|
July 31, 2019
|
|
|
$
|
18,000
|
|
|
$
|
12,402,651
|
|
|
$
|
12,420,651
|
|
|
|
|
July 31, 2018
|
|
|
$
|
18,000
|
|
|
$
|
7,397,858
|
|
|
$
|
7,415,858
|
|
PDI
|
|
|
June 30, 2019
|
|
|
$
|
0
|
|
|
$
|
12,402,651
|
|
|
$
|
12,402,651
|
|
|
|
|
June 30, 2018
|
|
|
$
|
27,485
|
|
|
$
|
7,397,858
|
|
|
$
|
7,425,343
|
|
|
Includes the sum of the Aggregate Non-Audit Fees for Fund and the Non-Audit Fees for Accounting Affiliates as noted in the columns to the left.
|
The
table below shows a breakdown of the fees billed by PwC to each Fund, or to PIMCO with respect to each Fund, for the most recently completed fiscal year attributable the following categories: 1) Audit Fees, 2) Audit-Related Fees, 3) Tax
Compliance/Preparation fees and 4) All Other Fees, as well as the percentage of the total fees billed attributable to the All Other Fees category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NRGX
(Fiscal
Year
Ended
June 30,
2019)
|
|
|
RCS
(Fiscal
Year
Ended
June 30,
2019)
|
|
|
PGP
(Fiscal
Year
Ended
June 30,
2019)
|
|
|
PFL
(Fiscal
Year
Ended
July 31,
2019)
|
|
|
PFN
(Fiscal
Year
Ended
July 31,
2019)
|
|
|
PHK
(Fiscal
Year
Ended
July 31,
2019)
|
|
|
PDI
(Fiscal
Year
Ended
June 30,
2019)
|
|
Audit Fees
|
|
|
$97,876
|
|
|
|
$48,483
|
|
|
|
$41,983
|
|
|
|
$47,498
|
|
|
|
$56,009
|
|
|
|
$51,010
|
|
|
|
$68,676
|
|
Audit-Related Fees
|
|
|
$110,000
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$38,000
|
|
|
|
$38,000
|
|
|
|
$18,000
|
|
|
|
$0
|
|
Tax Compliance/Tax Return Preparation Fees
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
All Other Fees
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
Percentage of Total Fees attributable to All Other Fees
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
51
Each Funds Audit Oversight Committee has determined that the provision by PwC of non-audit services to the Funds Accounting Affiliates that were not pre-approved by the Committee was compatible with maintaining the independence of PwC as the
Funds principal auditors.
Other Business. As of the date of this Proxy Statement, each Funds officers and the
Manager know of no business to come before the Meeting other than as set forth in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.
Quorum, Adjournments, Meeting Logistics and Methods of Tabulation. A quorum for each of PGP, PFL, PFN, PHK and PDI at the Meeting will
consist of the presence in person or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Meeting, except that, where the Preferred Shares or Common Shares will vote as separate classes, then 30% of the
shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. A quorum for NRGX at the Meeting will consist of the presence in person or by proxy of thirty percent and one-third (33 1/3%) of the total Shares of the Fund entitled to vote at such Meeting. For RCS, the presence at the Meeting, in person or by proxy, of the holders of a majority of Shares entitled to vote shall be
necessary and sufficient to constitute a quorum. If the quorum required for a Proposal has not been met, the persons named as proxies may propose adjournment of the Meeting with respect to such Proposal and, if adjournment is proposed, will vote all
Shares that they are entitled to vote in favor of such adjournment. Any adjournments with respect to the Proposal for a Fund will require, with respect to NRGX, PGP, PFL, PFN, PHK and PDI, the affirmative vote of a plurality of the Shares of the
relevant Fund or, with respect to RCS, the affirmative vote of a majority of the Shares of RCS, in each case entitled to vote thereon present in person or represented by proxy at the session of the Meeting to be adjourned. However, with respect to
NRGX, PGP, PFL, PFN, PHK and PDI, where the Preferred Shares or Common Shares will vote as separate classes, the affirmative vote of a plurality of shares of the applicable class present in person or by proxy at the session of the Meeting to be
adjourned will be necessary to adjourn the Meeting with respect to that class. The costs of any additional solicitation and of any adjourned session will be borne by PIMCO under its investment management agreement with the Funds. Any proposal
properly brought before the Meeting for which sufficient favorable votes have been received by the time of the Meeting will be acted upon and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation
with respect to any other proposal with respect to which a quorum has not been reached. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by the Funds Board, the Fund may
request that brokers and nominee entities, in their
52
discretion, withhold or withdraw submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by NRGX, PGP, PFL, PFN, PHK and PDI as tellers and
by RCS as inspectors (collectively, the Tellers/Inspectors) for the Meeting. For purposes of determining the presence of a quorum for each Fund, the Tellers/Inspectors will include the total number of Shares present at the Meeting in
person or by proxy, including Shares represented by proxies that reflect abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or the persons entitled to vote and the broker or nominee does not have the discretionary voting power on a particular matter). For a proposal requiring approval of a plurality of votes cast, such as the election
of Trustees, abstentions and broker non-votes will have no effect on the outcome of such a Proposal.
PIMCO is sensitive to the health and travel concerns of the Funds shareholders and the evolving recommendations from public health
officials. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the Funds will issue a
press release announcing the change and file the announcement on the SECs EDGAR system, among other steps, but may not deliver additional soliciting materials to shareholders or otherwise amend the Funds proxy materials. Although no
decision has been made, the Funds may consider imposing additional procedures or limitations on Meeting attendees or conducting the Meeting as a virtual shareholder meeting through the internet or other electronic means in lieu of an in-person meeting, subject to any restrictions imposed by applicable law. If the Meeting will be held virtually in whole or in part, a Fund will notify its shareholders of such plans in a timely manner and disclose
clear directions as to the logistical details of the virtual meeting, including how shareholders can remotely access, participate in and vote at such meeting. The Funds plan to announce these changes, if any, at pimco.com/en-us/our-firm/press-release, and encourage you to check this website prior to the Meeting if you plan to attend.
53
Reports to Shareholders. Below are the dates on or about which the Annual Reports to
Shareholders for the most recently completed fiscal year of each Fund were mailed:
|
|
|
|
|
Fund
|
|
Mail Date
for Annual Report to Shareholders
for the Most Recently Completed Fiscal
Year
|
|
NRGX
|
|
|
September 10, 2019
|
|
RCS
|
|
|
September 11, 2019
|
|
PGP
|
|
|
September 11, 2019
|
|
PFL
|
|
|
October 3, 2019
|
|
PFN
|
|
|
October 3, 2019
|
|
PHK
|
|
|
October 3, 2019
|
|
PDI
|
|
|
September 11, 2019
|
|
Additional copies of the Funds Annual Reports and Semi-Annual Reports may be obtained without charge
from the Funds by calling 1-(844)-337-4626, by visiting the Funds website at pimco.com/closedendfunds or by writing to the
Funds at 1633 Broadway, New York, New York 10019.
Shareholder Proposals for the Annual Meeting held during the
2020-2021 Fiscal Year. It is currently anticipated that each Funds next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in June 2021. Proposals of Shareholders intended to be
presented at that annual meeting of each Fund must be received by each Fund no later than January 21, 2021 for inclusion in each Funds proxy statement and proxy cards relating to that meeting. The submission by a Shareholder of a proposal
for inclusion in the proxy materials does not guarantee that it will be included. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the applicable Funds Bylaws.
Shareholders submitting any other proposals (including proposals to elect Trustee nominees) for each Fund intended to be presented at the annual meeting held during the 2020-2021 fiscal year (i.e., other than those to be included in the
Funds proxy materials) must ensure that such proposals are received by each Fund, in good order and complying with all applicable legal requirements and requirements set forth in each Funds Bylaws. Each Funds Bylaws provide that
any such proposal must be received in writing by the Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which each Fund first mailed its proxy materials for the prior years shareholder
meeting; provided that, if, in accordance with applicable law, the upcoming shareholder meeting is set for a date that is not within 30 days from the anniversary of each Funds prior shareholder meeting, such proposal must be received by the
later of the close of business on (i) the date 45 days prior to such upcoming shareholder meeting date or (ii) the 10th business day following the
54
date such upcoming shareholder meeting date is first publicly announced or disclosed. Assuming the next annual meeting is ultimately scheduled to be within 30 days of the June 29 anniversary
of this years meeting, such proposals must be received no earlier than March 22, 2021 and no later than April 6, 2021 for each Fund. If a Shareholder who wishes to present a proposal fails to notify the Fund within these dates
described above, the proxies solicited for the meeting will be voted on the Shareholders proposal, if it is properly brought before the meeting, in accordance with the judgment of the persons named in the enclosed proxy card(s). If a
Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SECs proxy rules. Shareholder proposals should be addressed to the attention of the Secretary of the
applicable Fund, at the address of the principal executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-3600.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARDS PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE APPLICABLE ANNUAL MEETING. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
May 15, 2020
55
Exhibit A to Proxy Statement
PIMCO Sponsored Closed-End Funds
Audit Oversight Committee Charter
(Adopted as of January 14, 2004,
as amended through January 1, 2020)
The Board of Trustees (each a Board) of each of the registered investment companies listed in Appendix A hereto (each, a
Fund and, collectively, the Funds), as the same may be periodically updated, has adopted this Charter to govern the activities of the Audit Oversight Committee (the Committee) of the particular Board with respect
to its oversight of the Fund. This Charter applies separately to each Fund and its particular Board and Committee, and shall be interpreted accordingly. This Charter supersedes and replaces any audit committee charter previously adopted by the Board
or a committee of the Board.
Statement of Purpose and Functions
The Committees general purpose is to oversee the Funds accounting and financial reporting policies and practices and its internal
controls, including by assisting with the Boards oversight of the integrity of the Funds financial statements, the Funds compliance with legal and regulatory requirements relevant to financial reporting matters, the qualifications
and independence of the Funds independent auditors, and the performance of the Funds internal control systems and independent auditors. The Committees purpose is also to prepare reports required by Securities and Exchange
Commission rules to be included in the Funds annual proxy statements, if any.
The Committees function is oversight. While the
Committee has the responsibilities set forth in this Charter, it is not the responsibility of the Committee to plan or conduct audits, to prepare or determine that the Funds financial statements are complete and accurate and are in accordance
with generally accepted accounting principles, or to assure compliance with laws, regulations or any internal rules or policies of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Funds
internal control systems, and the independent auditors are responsible for conducting a proper audit of the Funds financial statements. Members of the Committee are not employees of the Funds and, in serving on this Committee, are not, and do
not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct field work or other types of auditing or accounting reviews or procedures.
A-1
Each member of the Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within management and outside the Fund from which the Committee receives information and (ii) the accuracy of financial and other information provided to the Committee by such persons or organizations absent actual knowledge
to the contrary.
Membership
The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three (3) Trustees. Each
member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee at any time in its sole discretion.
Each member of the Committee may not be an interested person of the Fund, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the Investment Company Act), and must otherwise satisfy the standards for independence of an audit committee member of an investment company issuer as set forth in Rule
10A-3(b) (taking into account any exceptions to those requirements set forth in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock
Exchange (the NYSE). Each member of the Committee must be financially literate (or must become so within a reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have
accounting or related financial management expertise, in each case as the Board interprets such qualification in its business judgment under NYSE listing standards.
Unless the Board otherwise determines, at least one member of the Committee shall be determined by the Board to be an audit committee
financial expert (as defined for purposes of Form N-CSR).
One or more members of the
Committee may be designated by the Board as the Committees chair or vice chair, as the case may be, and shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such
times and frequency as he or she deems appropriate; (2) provide input to management regarding its establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve
as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The
Chair can delegate to one or more other Committee members one or more of such duties as he or she deems appropriate.
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Responsibilities and Duties
The Committees policies and procedures shall remain flexible to facilitate the Committees ability to react to changing conditions
and to generally discharge its functions. The following describe areas of attention in broad terms. The Committee shall:
1. Determine the
selection, retention or termination of the Funds independent auditors based on an evaluation of their independence and the nature and performance of the audit and any permitted non-audit services.
Decisions by the Committee concerning the selection, retention or termination of the independent auditors shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The
Funds independent auditors must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the independent auditors relating to financial reporting.
2. To consider the independence of the Funds independent auditors at least annually, and in connection therewith receive on a periodic
basis formal written disclosures and letters from the independent auditors as required by the applicable rules of the Public Company Accounting Oversight Board (the PCAOB).
3. To the extent required by applicable regulations, pre-approve (i) all audit and permitted non-audit services rendered by the independent auditors to the Fund and (ii) all non-audit services rendered by the independent auditors to the Funds investment
advisers (including sub-advisers) and to certain of the investment advisers affiliates. The Committee may implement policies and procedures by which such services are approved other than by the full
Committee.
4. Review and approve the fees charged by the independent auditors to the Fund, the investment advisers and certain affiliates
of the investment advisers for audit, audit- related and permitted non-audit services.
5. If and
to the extent that the Fund intends to have employees, set clear policies for the hiring by the Fund of employees or former employees of the Funds independent auditors.
6. Obtain and review at least annually a report from the independent auditors describing (i) the accounting firms internal
quality-control procedures and (ii) any material issues raised (a) by the accounting firms most recent internal quality-control review or peer review or (b) by any governmental or
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other professional inquiry or investigation performed within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to address any such
issues.
7. Review with the Funds independent auditors arrangements for and the scope of the annual audit and any special audits,
including the form of any opinion proposed to be rendered to the Board and shareholders of the Fund.
8. Meet with management and the
independent auditors to review and discuss the Funds annual audited financial statements, including a review of any specific disclosures of managements discussion of the Funds investment performance; and, with respect to the
Funds audited financial statements, discuss with the independent auditors matters required by the applicable rules of the PCAOB and any other matters required to be reported to the Committee under applicable law; and provide a statement
whether, based on its review of the Funds audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Funds Annual Report.
Meet with management to review and discuss the Funds unaudited financial statements included in the semi-annual report, including, if
any, a review of any specific disclosure of managements discussion of the Funds investment performance.
9. Discuss with
management and the independent auditors the Funds unaudited financial statements.
10. Review with the independent auditors any
audit problems or difficulties encountered in the course of their audit work and managements responses thereto.
11. Review with
management and, as applicable, with the independent auditors the Funds accounting and financial reporting policies, practices and internal controls, managements guidelines and policies with respect to risk assessment and risk management,
including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the independent auditors.
12. Discuss with management any press releases discussing the Funds investment performance and other financial information about the
Fund, as well as any financial information provided by management to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation
(i.e., a case-by-case review is not required) and need not discuss in advance each such release of information.
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13. Establish procedures for (i) the receipt, retention, and treatment of complaints
received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the Funds investment advisers, administrator, principal underwriter
(if any) or any other provider of accounting-related services for the investment advisers of concerns regarding accounting or auditing matters.
14. Investigate or initiate the investigation of any fraud, improprieties or suspected improprieties in the Funds accounting operations
or financial reporting.
15. Review with counsel legal and regulatory matters that have a material impact on the Funds financial and
accounting reporting policies and practices or its internal controls.
16. Report to the Board on a regular basis (at least annually) on
the Committees activities.
17. Perform such other functions consistent with this Charter, the Agreement and Declaration of Trust,
Articles of Incorporation and/or Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as set forth in this Charter to a subcommittee of one or more
members of the Committee.
Scope of Responsibility
This Charter shall not be read to impose on the Committee or any member thereof any responsibility to take any action or supervise any activity
of the Fund not otherwise specifically imposed by this Charter or applicable law on the Committee (acting as a body) or any member of the Committee (acting individually). The Committee and members thereof shall be held to the same standard of care,
as applicable, generally applied to the Board or a Trustee under applicable law, and service on the Committee shall not cause any member thereof to be held to a standard of care different from that applicable to his or her service on the Board
generally. The designation of a Committee member as an audit committee financial expert does not impose on such person any duties or responsibilities that are greater than the duties and responsibilities imposed on such person as a member of the
Committee and the Board. The designation of an audit committee financial expert also does not affect the duties or responsibilities of any other member of the Committee or the Board.
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Meetings
At least annually, the Committee shall meet separately with the independent auditors and separately with the representatives of Fund management
responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special meetings as and when it deems necessary or appropriate.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request. The
Committee shall have the authority to engage at the Funds expense independent counsel and other experts and consultants whose expertise the Committee considers necessary to carry out its responsibilities. The Fund shall provide for, or arrange
for the provision of, appropriate funding, as determined by the Committee, for the payment of: (i) compensation of the Funds independent auditors for the issuance of an audit report relating to the Funds financial statements or the
performance of other audit, review or attest services for the Fund; (ii) compensation of independent legal counsel or other advisers retained by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary
or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. In addition, the
performance of the Committee shall be reviewed at least annually.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the Charter at any time on the Boards own motion.
A-6
Appendix A
Funds Subject to this Charter
(As of January 1, 2020)
PCM
FUND, INC. (PCM)
PIMCO MUNICIPAL INCOME (PMF)
PIMCO MUNICIPAL INCOME II (PML)
PIMCO MUNICIPAL INCOME III (PMX)
PIMCO CALIFORNIA MUNICIPAL INCOME (PCQ) PIMCO
CALIFORNIA MUNICIPAL INCOME II (PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME III (PZC)
PIMCO NEW YORK MUNICIPAL INCOME (PNF)
PIMCO NEW YORK MUNICIPAL INCOME II (PNI)
PIMCO NEW YORK MUNICIPAL INCOME III (PYN)
PIMCO CORPORATE AND INCOME STRATEGY (PCN)
PIMCO CORPORATE AND INCOME OPPORTUNITY (PTY)
PIMCO HIGH INCOME (PHK)
PIMCO
INCOME STRATEGY (PFL)
PIMCO INCOME STRATEGY II (PFN)
PIMCO INCOME OPPORTUNITY (PKO)
PIMCO GLOBAL STOCKSPLUS & INCOME (PGP)
PIMCO STRATEGIC INCOME FUND, INC. (RCS)
PIMCO DYNAMIC INCOME (PDI)
PIMCO
DYNAMIC CREDIT AND MORTGAGE INCOME FUND (PCI)
PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND (NRGX)
A-7
Exhibit B to Proxy Statement
Governance and Nominating Committee Charter
PIMCO Managed Accounts Trust and
PIMCO Sponsored Closed-End Funds
PIMCO Sponsored Interval Funds
The Boards of Directors/Trustees (the Boards) of each Trust and respective series thereof (each Trust or series, a
Fund) have adopted this Charter to govern the activities of the Governance and Nominating Committee (the Committee) of each Board.
Statement of Purpose and Responsibility
The primary purpose and responsibility of each Committee are (i) advising and making recommendations to the Board on matters concerning
Board governance and related Trustee practices, and (ii) the screening and nomination of candidates for election to the Board as Independent Directors/Trustees, as defined below.
Organization
1. Each Committee shall be
comprised of as many Directors/Trustees as the Board shall determine, but in any event not fewer than two (2) Directors/Trustees. Each Committee must consist entirely of Board members who are not interested persons of the relevant
Funds (Independent Trustees), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Each Board may remove or replace any member of the Committee at any time in its sole discretion.
2. One or more members of a Committee may be designated by the Board as the Committees chair or vice chair, as the case may be, and
shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to management regarding its
establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface
with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems
appropriate.
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3. The Committee will have at least one regularly scheduled meeting per year to consider the
compensation of Independent Trustees and other matters the Committee deems appropriate. Additional Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with each Funds
Bylaws.
Duties and Responsibilities for Governance Matters
1. Overview of Responsibilities. The responsibilities of the Committee of each Fund include considering and making recommendations to
the Board regarding: (1) governance, retirement and other policies, procedures and practices relating to the Board and the Trustees; (2) in consultation with the Chair of the Trustees, matters concerning the functions and duties of the
Trustees and committees of the Board; (3) the size of the Board and, in consultation with the Chair of the Trustees, the Boards committees and their composition; and (4) Board and committee meeting procedures, including the
appropriateness and adequacy of the information supplied to the Trustees in connection with such meetings.
2. Trustee
Compensation. The Committee will periodically review and recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by each Fund to the Independent Trustees for their services on
the Board and any committees of the Board.
3. Board Governance Policies. The Committee shall review the Board Governance Policies
designed to enhance the independence and effectiveness of the Independent Trustees in serving the interests of the Funds and their shareholders. The Committee shall review these Policies no less than every two years and shall recommend any changes
to the Board for its approval.
4. The Committee shall discharge any other duties or responsibilities delegated to the Committee by the
Board from time to time.
Trustee Nominations
1. Qualifications for Director/Trustee Nominees. A Director/Trustee candidate must have a college degree or equivalent business
experience. The Committee may take into account a wide variety of factors in considering Director/Trustee candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her
responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversity of the Boards composition. The Committee shall
consider the effect of
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any relationships delineated in the 1940 Act or other types of relationships, (e.g., business, financial or family relationships) with the investment adviser(s) or other principal service
providers, which might impair independence.
2. Identification of Nominees. In identifying potential nominees for a Board, the
Committee may consider candidates recommended by the following sources: (i) the Funds current Directors/Trustees; (ii) the Funds officers; (iii) the Funds investment adviser or
sub- advisers; (iv) shareholders of the Fund (see below); and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm
at the Funds expense to identify potential candidates. With respect to annual nominations for the Closed-End Funds, absent circumstances warranting different action, the Board expects that such
nominations will be made in a manner designed to maintain common Board membership with the other Funds.
3. Consideration of Candidates
Recommended By Shareholders. The Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A (for PIMCO
Managed Accounts Trust and PIMCO Sponsored Interval Funds) and Appendix B (for the PIMCO Sponsored Closed-End Funds) to this Charter, as they may be amended from time to time by a Committee, set forth procedures that must be followed by
shareholders to submit properly a nominee candidate to the Committee (recommendations not properly submitted in accordance with Appendix A or Appendix B (as applicable) will not be considered by the Committee).
4. Recommendation of Candidates to the Board. The Committee will recommend to the Board the Directors/Trustees candidates that it deems
qualified to serve as Independent Trustees on the Board. To the extent practicable, the Committee will rank such potential nominees for the Board in order of preference. The Committee may also consider and recommend to the Board Trustee candidates
who would not qualify as Independent Trustees.
Operating Guidelines
1. The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request.
The Committee shall have the resources and authority necessary or appropriate for purposes of discharging its responsibilities under this Charter, including the authority to engage such legal counsel and other experts and consultants at the
Funds expense as the Committee, in its discretion, deems necessary or appropriate to carry out its responsibilities.
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2. Absent actual knowledge to the contrary, each Committee member is entitled to rely upon
(1) the integrity and competence of those persons and organizations that render services to the Trust and from whom the Committee receives information or reports and (2) the accuracy and completeness (both at the time of presentation and
on a continuing basis, as appropriate) of the information and reports provided to the Committee by such persons or organizations. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any
additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of a Fund, under federal and state law.
B-4
Appendix A
Procedures for Shareholders to Submit Nominee Candidates for PIMCO Managed Accounts Trust and PIMCO Sponsored Interval Funds
A shareholder of a Fund must follow the following procedures in order to submit properly a nominee recommendation for the Committees consideration.
1.
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The shareholder must submit any such recommendation (a Shareholder Recommendation) in writing to a
Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. Once each quarter, if any Shareholder Recommendations have been received by the Secretary during the quarter, the Secretary will inform the
Committee of the new Shareholder Recommendations. Because the Fund does not hold annual or other regular meetings of shareholders for the purpose of electing Trustees, the Committee will accept Shareholder Recommendations on a continuous basis.
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All Shareholder Recommendations properly submitted to a Fund will be held by the Secretary until such time as
(i) the Committee convenes to consider candidates to fill Board vacancies or newly created Board positions (a Trustee Consideration Meeting) or (ii) the Committee instructs the Secretary to discard a Shareholder Recommendation
following a Trustee Consideration Meeting or an Interim Evaluation (as defined below).
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3.
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At a Trustee Consideration Meeting, the Committee will consider each Shareholder Recommendation then held by
the Secretary. Following a Trustee Consideration Meeting, the Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary.
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4.
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A Committee may, in its discretion and at any time, convene to conduct an evaluation of validly submitted
Shareholder Recommendations (each such meeting, an Interim Evaluation) for the purpose of determining which Shareholder Recommendations will be considered at the next Trustee Consideration Meeting. Following an Interim Evaluation, the
Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary.
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5.
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The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
date of birth, business address, residence address and nationality of the person recommended by the shareholder (the candidate); (B) the number of shares of (and class, if any) of the Fund(s) owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (C) any other information regarding the
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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 Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in
connection with the election of Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be
an interested person of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if not an interested person, information regarding the candidate that will be sufficient for the Fund to make such
determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholders name as it appears on the Funds books; (iv) the number
of shares of (and class, if any) of the Fund(s) owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other
person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem
necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law.
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Appendix B
Procedures for Shareholders to Submit Nominee Candidates for the
PIMCO Sponsored Closed-End Funds
A
Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committees consideration.
1.
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The shareholder/stockholder must submit any such recommendation (a Shareholder Recommendation) in
writing to a Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund.
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2.
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The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices
of a Fund not less than forty-five (45) calendar days nor more than seventy-five (75) calendar days prior to the date of the Board or shareholder meeting at which the nominee would be elected.
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3.
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The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the candidate); (B) the class and number of all shares of the Fund owned of record or beneficially by the candidate, as
reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item
22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the Exchange Act), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted
by the Securities and Exchange Commission or any successor agency applicable to the Fund); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing
required to be made in connection with solicitation of proxies for election of Directors/Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the
recommending shareholder believes that the candidate is or will be an interested person of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if not an interested person, information regarding the
candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director/Trustee if elected; (iii) the recommending
shareholders name as it appears on the Funds books; (iv) the class and number of all shares of the Fund owned beneficially and
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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.
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B-8
Exhibit C-1 to Proxy Statement
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A
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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy
Statement and the Annual Report to Shareholders for the fiscal year ended June 30, 2019 for PIMCO Strategic Income Fund, Inc. are also available at pimco.com/closedendfunds.
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[PROXY ID NUMBER HERE]
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[BAR CODE
HERE]
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[CUSIP HERE]
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PIMCO STRATEGIC INCOME FUND, INC. COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
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SIGNATURE (AND TITLE IF APPLICABLE)
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DATE
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SIGNATURE (IF HELD JOINTLY)
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DATE
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
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FOR
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WITHHOLD
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PROPOSAL
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A.
|
|
Election of Directors The Board of Directors urges you to vote FOR the election of the Nominees.
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|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) James A. Jacobson
|
|
O
|
|
O
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|
|
|
|
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|
(03) Hans W. Kertess
|
|
O
|
|
O
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|
|
|
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE
HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO GLOBAL STOCKSPLUS & INCOME
FUND COMMON SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of common shares of PIMCO Global StocksPLUS & Income Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with full power of substitution, as
the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC , at 650 Newport Center Drive, Newport
Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and
otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement dated
May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A
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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended June 30, 2019 for PIMCO Global StocksPLUS & Income Fund are also available at
pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO GLOBAL STOCKSPLUS & INCOME FUND COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) Sarah E. Cogan
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) Deborah A. DeCotis
|
|
O
|
|
O
|
|
|
|
|
|
|
(04) Alan Rappaport
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO HIGH INCOME FUND COMMON
SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of common shares of PIMCO High Income Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with full
power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC, at 650
Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting
and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE
HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS
REGARDS TO A 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. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended July 31,
2019 for PIMCO High Income Fund are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO HIGH INCOME FUND COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) David N. Fisher
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) James A. Jacobson
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO HIGH INCOME FUND PREFERRED
SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of preferred shares of PIMCO High Income Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC, at
650 Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual
Meeting and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A
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. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended July 31, 2019 for PIMCO High
Income Fund are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO HIGH INCOME FUND PREFERRED SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) David N. Fisher
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) James A. Jacobson
|
|
O
|
|
O
|
|
|
|
|
|
|
(04) Sarah E. Cogan
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO DYNAMIC INCOME FUND COMMON
SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of common shares of PIMCO Dynamic Income Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC, at
650 Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual
Meeting and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED
IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A 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. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended June 30, 2019 for PIMCO
Dynamic Income Fund are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO DYNAMIC INCOME FUND COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) David N. Fisher
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) James A. Jacobson
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO INCOME STRATEGY FUND COMMON
SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of common shares of PIMCO Income Strategy Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with full
power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC, at 650
Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting
and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO
A 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. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended July 31, 2019 for PIMCO Income
Strategy Fund are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO INCOME STRATEGY FUND COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
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FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) Sarah E. Cogan
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) William B. Ogden, IV
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO
THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO INCOME STRATEGY FUND
PREFERRED SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of preferred shares of PIMCO Income Strategy Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with full
power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC , at 650
Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting
and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A
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. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended July 31, 2019 for PIMCO Income
Strategy Fund are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO INCOME STRATEGY FUND PREFERRED SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) Sarah E. Cogan
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) William B. Ogden, IV
|
|
O
|
|
O
|
|
|
|
|
|
|
(04) Hans W. Kertess
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO INCOME STRATEGY FUND II
COMMON SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of common shares of PIMCO Income Strategy Fund II, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with full
power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC, at 650
Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting
and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED
IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A 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. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended July 31, 2019 for PIMCO Income
Strategy Fund II are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO INCOME STRATEGY FUND II COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) James A. Jacobson
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) Hans W. Kertess
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) John C. Maney
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO INCOME STRATEGY FUND II
PREFERRED SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of preferred shares of PIMCO Income Strategy Fund II, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment Management Company LLC, at
650 Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual
Meeting and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A
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. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended July 31, 2019 for PIMCO Income
Strategy Fund II are also available at pimco.com/closedendfunds.
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO INCOME STRATEGY FUND II PREFERRED SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
|
DATE
|
|
|
SIGNATURE (IF HELD JOINTLY)
|
|
DATE
|
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
PROPOSAL
|
|
|
|
|
A.
|
|
Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
|
|
|
|
|
|
|
|
|
1.
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
(01) James A. Jacobson
|
|
O
|
|
O
|
|
|
|
|
|
|
(02) Hans W. Kertess
|
|
O
|
|
O
|
|
|
|
|
|
|
(03) John C. Maney
|
|
O
|
|
O
|
|
|
|
|
|
|
(04) Joseph B. Kittredge, Jr.
|
|
O
|
|
O
|
2.
|
|
To vote and otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
|
|
|
|
|
|
|
|
|
B.
|
|
Non-Voting Items
|
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below.
|
|
|
|
Comments Please print your comments below.
|
|
|
|
|
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN
THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
|
|
|
|
|
|
|
|
[PROXY ID NUMBER HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE
ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
|
|
|
PIMCO ENERGY AND TACTICAL CREDIT
OPPORTUNITIES FUND COMMON SHARES
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned
holder of common shares of PIMCO Energy and Tactical Credit Opportunities Fund, a Massachusetts business trust (the Fund), hereby appoints Ryan Leshaw, Colleen Dean Miller and Wu-Kwan Kit, or
any of them, each with full power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held at the offices of Pacific Investment
Management Company LLC, at 650 Newport Center Drive, Newport Beach, California 92660, on June 29, 2020 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the
Notice of the Annual Meeting and the accompanying Proxy Statement dated May 15, 2020. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them,
may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE
REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE AS REGARDS TO A 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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2020. The Proxy
Statement and the Annual Report to Shareholders for the fiscal year ended June 30, 2019 for PIMCO Strategic Income Fund, Inc. are also available at pimco.com/closedendfunds.
|
|
|
|
|
[PROXY ID NUMBER
HERE]
|
|
[BAR CODE HERE]
|
|
[CUSIP HERE]
|
PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. 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.
|
|
|
|
SIGNATURE (AND TITLE IF APPLICABLE)
|
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DATE
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SIGNATURE (IF HELD JOINTLY)
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DATE
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ●
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FOR
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WITHHOLD
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PROPOSAL
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A.
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Election of Trustees The Board of Trustees urges you to vote FOR the election of the Nominees.
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1.
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Nominees:
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(01) Sarah E. Cogan
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O
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O
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(02) Joseph B. Kittredge, Jr.
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O
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O
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(03) John C. Maney
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O
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O
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(04) William B. Ogden, IV
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O
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O
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2.
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To vote and otherwise represent the undersigned on any other
business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s).
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B.
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Non-Voting Items
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Change of Address Please print new address below.
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Comments Please print your comments below.
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE
MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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[PROXY ID NUMBER HERE]
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[BAR CODE HERE]
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[CUSIP HERE]
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