DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the
Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to
§240.14a-12
PIMCO INCOME OPPORTUNITY FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ
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No fee required.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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PIMCO INCOME OPPORTUNITY
FUND
c/o Allianz
Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, New York 10105
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON FEBRUARY 26, 2009
To the Shareholders of PIMCO Income Opportunity Fund
(PKO or the Fund):
Notice is hereby given that the Annual Meeting of Shareholders
(the Meeting) of the Fund will be held at the
offices of Allianz Global Investors Fund Management LLC
(AGIFM or the Manager), at 1345 Avenue
of the Americas, between West
54th and
West
55th Streets,
49th Floor, New York, New York 10105, on Thursday,
February 26, 2009 at 9:30 A.M., Eastern Time, for the
following purposes, all of which are more fully described in the
accompanying Proxy Statement dated February 4, 2009:
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1.
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To elect Trustees of the Fund, each to hold office for the term
indicated and until his or her successor shall have been elected
and qualified; and
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2.
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To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
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The Board of Trustees of the Fund has fixed the close of
business on December 29, 2008 as the record date for the
determination of shareholders entitled to notice of, and to vote
at, the Meeting or any adjournment or postponement thereof. The
enclosed proxy is being solicited on behalf of the Board of
Trustees of the Fund.
By order of the Board of Trustees of the Fund
Thomas J. Fuccillo
Secretary
New York, New York
February 4, 2009
It is important that your shares be represented at the
Meeting in person or by proxy, no matter how many shares you
own. If you do not expect to attend the Meeting, please
complete, date, sign and return the applicable enclosed proxy or
proxies in the accompanying envelope, which requires no postage
if mailed in the United States. Please mark and mail your proxy
or proxies promptly in order to save the Fund any additional
costs of further proxy solicitations and in order for the
Meeting to be held as scheduled.
TABLE OF CONTENTS
PIMCO INCOME OPPORTUNITY FUND
(PKO)
c/o Allianz
Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, New York 10105
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON FEBRUARY 26,
2009
The 2009 Proxy Statement and the Annual Report to Shareholders
for the fiscal year ended October 31, 2008 are also
available at www.allianzinvestors.com.
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 26, 2009
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees (the Board) of
PIMCO Income Opportunity Fund (PKO or the
Fund) of proxies to be voted at the Annual Meeting
of Shareholders of the Fund and any adjournment or postponement
thereof (the Meeting). The Meeting will be held at
the offices of Allianz Global Investors Fund Management LLC
(AGIFM or the Manager), at 1345 Avenue
of the Americas, between West
54th and
West
55th Streets,
49th Floor,
New York, New York 10105, on Thursday, February 26, 2009 at
9:30 A.M., Eastern Time.
The Notice of Annual Meeting of Shareholders (the
Notice), this Proxy Statement and the enclosed proxy
card are first being sent to Shareholders on or about
February 4, 2009.
The Board of the Fund has fixed the close of business on
December 29, 2008 as the record date (the Record
Date) for the determination of Shareholders of the Fund
entitled to notice of, and to vote at, the Meeting, and any
adjournment or postponement thereof. Shareholders of the Fund on
the Record Date will be entitled to one vote for each full share
and a proportionate fraction of a vote for each fractional share
held, with no cumulative voting rights in the election of
Trustees. As of the close of business on the Record Date the
Fund had 14,140,870 shares of common stock
(Shares) issued and outstanding. The Shares are the
only class of stock currently authorized by the Fund.
All properly executed proxies received in time for the Meeting
(as explained on the enclosed proxy card) will be voted as
specified in the Proxy. Unless instructions to the contrary are
marked, proxies will be voted FOR the election of
Hans W. Kertess and William B. Ogden, IV as Class I
Trustees; Diana L. Taylor as a Class II Trustee; and R.
Peter Sullivan III and Robert E. Connor, as Class III
Trustees of the Fund. Each Trustee or nominee is considered to
be an Independent Trustee or Independent
Nominee due to the fact that they are not interested
persons, as defined in the Investment Company Act of 1940,
as amended (the 1940 Act).
You may vote by mailing the enclosed proxy card. Shares
represented by duly executed and timely delivered proxies will
be voted as instructed on the proxy. If you mail the enclosed
proxy and no choice is indicated for the election of Trustees,
your proxy will be voted in favor of the election of all
nominees. At any time before it has been voted, your proxy may
be revoked in one of the following ways: (i) by delivering
a signed, written letter of revocation to the Secretary of the
Fund at 1345 Avenue of the Americas, New York, NY 10105,
(ii) by properly executing and delivering a later-dated
proxy, or (iii) by attending the Meeting,
requesting return of any previously delivered proxy and voting
in person. If any proposal, other than the Proposal set forth
herein, properly comes before the Meeting, including any
adjournment thereof, the persons named as proxies will vote in
their sole discretion.
The principal executive offices of the Fund are located at 1345
Avenue of the Americas, New York, New York 10105.
AGIFM serves as the investment manager of the Fund and retains
its affiliate, Pacific Investment Management Company LLC
(PIMCO or the Sub-Adviser), to serve as
the Funds sub-adviser. Additional information regarding
the Manager and PIMCO may be found under Additional
Information Investment Manager and Sub-Adviser
below.
The solicitation will be by mail primarily and the cost of
soliciting proxies will be borne by the Fund. Certain officers
of the Fund 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 the Fund.
As of December 29, 2008, the Trustees and nominees and the
officers of the Fund as a group and individually beneficially
owned less than one percent (1%) of the Funds outstanding
Shares and, to the knowledge of the Fund, no person beneficially
owned more than five percent (5%) of the outstanding Shares of
any class of the Fund.
PROPOSAL:
ELECTION OF TRUSTEES
The Meeting will constitute the first annual meeting of the
Shareholders of the Fund. In accordance with the Funds
Amended and Restated Agreement and Declaration of Trust (the
Declaration), the Trustees have been divided into
the following three classes (each a Class) prior to
the initial public offering of the Common Shares: Class I,
whose initial term will expire at the Meeting; Class II,
whose initial term will expire at the Funds 2010 annual
meeting of shareholders; and Class III, whose initial term
will expire at the Funds 2011 annual meeting of
shareholders. At each annual meeting beginning with the Meeting,
successors to the Class of Trustee whose term expires at that
annual meeting shall be elected for a three-year term.
In March 2008, after the initial public offering of the Common
Shares, the Funds Board approved an increase in the size
of the Board from five to seven members, and R. Peter
Sullivan III was appointed to fill a Class III vacancy
and William B. Ogden, IV was appointed to fill a Class I
vacancy created by such action, such appointments effective
March 2008. In May 2008, the Funds Board approved an
increase in the size of the Board from seven to eight members,
and Diana L. Taylor was appointed to fill a Class II
vacancy created by such action, such appointment effective June
2008. As required by the Funds Declaration, at the
Meeting, Shareholders will be asked to elect each of
Mr. Sullivan, Mr. Ogden and Ms. Taylor. In
September 2008, an additional vacancy arose resulting from the
death of John J. Dalessandro II, who served as a Class III
Trustee. At the Meeting, it is proposed that Shareholders elect
Mr. Connor, currently a Class I Trustee, as a
Class III Trustee, in order to maintain the number of
Trustees in each class as nearly equal as possible, as required
by the Declaration.
The Nominating Committee has recommended to the Funds
Board that Messrs. Connor, Kertess, Ogden, Taylor, and
Sullivan be nominated for election by the Shareholders for their
respective Class, and if elected, to hold office for the terms
coinciding with the Class of Trustees to which each has been
designated. Therefore, if elected at the Meeting,
Messrs. Kertess and Ogden will serve a term consistent with
the Class I Trustees, which will expire at the Funds
2012 annual meeting; Ms. Taylor will serve a term
consistent with the Class II Trustees, which will expire at
the Funds 2010 annual meeting; and, Messrs. Connor
and Sullivan will serve a term consistent with the
Class III Trustees, which will expire at the Funds
2011 annual meeting.
2
All members of the Board are and will remain, if elected,
Continuing Trustees, as such term is defined in the
Declarations, having either served as Trustee since the
inception of the Fund or having been nominated by at least a
majority of the Continuing Trustees then members of the Board.
At any annual meeting of shareholders, any Trustee elected to
fill a vacancy that has arisen since the preceding annual
meeting of shareholders where such vacancy arose other than by
an increase in the number of Trustees (whether or not such
vacancy has been filled by election of a new Trustee by the
Board of Trustees) shall hold office for a term that coincides
with the remaining term of the Class of Trustees to which such
office was previously assigned, and until his successor shall be
elected and shall qualify. In the event such vacancy arose due
to an increase in the number of Trustees, any Trustee so elected
to fill such vacancy shall hold office for a term which
coincides with the Class of Trustees to which such office has
been appointed, and until his successor shall be elected and
shall qualify.
The following table summarizes the nominees who will stand for
election at the Meeting, the respective Class of Trustees to
which they have been designated and the expiration of their
respective terms if elected:
As summarized in the table below, the Shareholders of the Fund
have the right to vote on the election of Hans W. Kertess and
William B. Ogden, IV as Class I Trustees; Diana L. Taylor
as a Class II Trustee; and Robert E. Connor and R. Peter
Sullivan III as Class III Trustees of the Fund.
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Trustee/Nominee
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Class
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Expiration of Term if Elected*
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Hans W. Kertess
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Class I
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2012 Annual Meeting
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William B. Ogden, IV
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Class I
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2012 Annual Meeting
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Diana L. Taylor
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Class II
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2010 Annual Meeting
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Robert E. Connor
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Class III
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2011 Annual Meeting
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R. Peter Sullivan III
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Class III
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2011 Annual Meeting
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* |
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A Trustee elected at an annual meeting shall hold office until
the expiration of the term of his or her relevant Class and the
election and qualification of his or her successor, or until he
or she sooner dies, resigns, retires, or is disqualified or
removed from office. |
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, which may
be regarded as an anti-takeover provision, 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.
Unless authority is withheld, it is the intention of the persons
named in the enclosed proxy to vote each proxy for the persons
listed above. Each of the nominees has indicated he or she will
serve if elected, but if he or she should be unable to serve,
the proxy holders may vote in favor of such substitute nominee
as the Board may designate (or, alternatively, the Board may
determine to leave a vacancy).
3
Information
Regarding Trustees and Nominees.
The following table provides information concerning the
Trustees/Nominees of the Fund.
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Number of
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Portfolios in
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Fund
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Other
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Complex
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Directorships
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Position(s)
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Term of Office
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Overseen by
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Held by
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Name, Address*
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Held with
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and Length of
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Principal Occupation(s)
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Director/
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Director/
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and Date of Birth
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the Fund
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Time Served
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During the Past 5 Years
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Nominee
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Nominee
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Independent Directors/Nominees
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Paul Belica
09/27/1921
Class II
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Trustee
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Since inception
(November 2007)
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Retired. Formerly Director, Student Loan Finance Corp.,
Education Loans, Inc., Goal Funding, Inc., Goal Funding II, Inc.
and Surety Loan Fund, Inc. Formerly, Manager of Stratigos Fund
LLC, Whistler Fund LLC, Xanthus Fund LLC & Wynstone Fund
LLC.
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47
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None
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Robert E. Connor
09/17/1934
Class III
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Nominee,
Trustee
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Since inception
(November 2007)
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Retired. Formerly, Senior Vice President, Corporate Office,
Smith Barney Inc.
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47
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None
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Hans W. Kertess
07/12/1939
Class I
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Nominee,
Trustee,
Chairman of
the Board
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Since inception
(November 2007)
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President, H. Kertess & Co., a financial advisory company.
Formerly, Managing Director, Royal Bank of Canada Capital
Markets.
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47
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None
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William B. Ogden, IV 01/11/1945
Class I
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Nominee,
Trustee
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Since March 2008
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Asset Management Industry Consultant. Formerly, Managing
Director, Investment Banking Division of Citigroup Global
Markets Inc.
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47
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None
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R. Peter Sullivan III
09/04/1941
Class III
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Trustee
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Since March 2008
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Retired. Formerly, Managing Partner, Bear Wagner Specialists
LLC, specialist firm on the New York Stock Exchange.
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47
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None
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Diana L. Taylor
02/16/1955
Class II
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Nominee,
Trustee
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Since June 2008
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Managing Director, Wolfensohn & Co, 2007-present.
Superintendent of Banks, State of New York, 2003-2007.
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43
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Brookfield Properties Corporation, Sothebys and Federal
National Mortgage Association Fannie Mae
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Number of
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Portfolios in
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Fund
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Other
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Complex
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Directorships
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Position(s)
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Term of Office
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Overseen by
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Held by
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Name, Address*
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Held with
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and Length of
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Principal Occupation(s)
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Director/
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Director/
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and Date of Birth
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the Fund
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Time Served
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During the Past 5 Years
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Nominee
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Nominee
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Interested Director/Nominee
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John C. Maney**
08/03/1959
Class II
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Trustee
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Since inception
(November 2007)
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Management Board of Allianz Global Investors Fund Management
LLC; Management Board and Managing Director of Allianz Global
Investors of America L.P. since January 2005 and also Chief
Operating Officer of Allianz Global Investors of America L.P.
since November 2006.
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79
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None
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* |
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Unless otherwise indicated, the business address of the persons
listed above is
c/o Allianz
Global Investors Fund Management LLC, 1345 Avenue of the
Americas, New York, New York 10105. |
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** |
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Mr. Maney is an interested person of the Fund
due to his affiliation with Allianz Global Investors of America
L.P. In addition to Mr. Maneys positions set forth in
the table above, he holds the following positions with
affiliated persons: Management Board, Managing Director and
Chief Operating Officer of Allianz Global Investors of America
L.P., Allianz Global Investors of America LLC and Allianz-Pac
Life Partners LLC; Member Board of Directors and
Chief Operating Officer of Allianz Global Investors of America
Holdings Inc. and Oppenheimer Group, Inc.; Managing Director and
Chief Operating Officer of Allianz Global Investors NY Holdings
LLC; Management Board and Managing Director of Allianz Global
Investors U.S. Holding LLC; Managing Director and Chief
Financial Officer of Allianz Hedge Fund Partners Holding
L.P.; Managing Director and Chief Operating Officer of Allianz
Global Investors U.S. Retail LLC; Member Board of
Directors and Managing Director of Allianz Global Investors
Advertising Agency Inc.; Compensation Committee of NFJ
Investment Group LLC.; Management Board of Allianz Global
Investors Fund Management LLC, Allianz Global Investors
Management Partners LLC, Nicholas-Applegate Holdings LLC and
OpCap Advisors LLC; Member Board of Directors of
PIMCO Global Advisors (Resources) Limited; and Executive Vice
President of PIMCO Japan Ltd. |
5
The following table states the dollar range of equity securities
beneficially owned as of December 29, 2008 by each Trustee
and nominee of the Fund and, on an aggregate basis, of any
registered investment companies overseen by the Trustee or
nominee in the family of investment companies,
including the Fund.
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Aggregate Dollar Range of Equity Securities in all
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Registered Investment Companies Overseen by
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Dollar Range of Equity
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Trustee/Nominee in the Family of Investment
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Name of Trustee/Nominee
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Securities in the Fund*
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Companies*
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Independent Trustees/Nominees
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Paul Belica
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None.
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None.
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Robert E. Connor
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None.
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None.
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John J. Dalessandro
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None.
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None.
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Hans W. Kertess
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None.
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None.
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William B. Ogden, IV
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None.
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None.
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R. Peter Sullivan III
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None.
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$10,001 - $50,000
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Diana L. Taylor
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None.
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None.
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Interested Trustee/Nominee
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John C. Maney
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None.
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$10,001 - $50,000
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* |
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Securities are valued as of December 29, 2008. |
To the knowledge of the Fund, as of December 29, 2008,
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 Fund or a person (other than a registered investment
company) directly or indirectly controlling, controlled by, or
under common control with an investment adviser or principal
underwriter of the Fund.
Compensation
Each of the Independent Trustees also serves as a trustee of
PIMCO Municipal Income Fund, PIMCO California Municipal Income
Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal
Income Fund II, PIMCO California Municipal Income
Fund II, PIMCO New York Municipal Income Fund II,
PIMCO Municipal Income Fund III, PIMCO California Municipal
Income Fund III, PIMCO New York Municipal Income
Fund III, Nicholas-Applegate Convertible & Income
Fund, Nicholas-Applegate Convertible & Income
Fund II, PIMCO Corporate Opportunity Fund, PIMCO High
Income Fund, PIMCO Corporate Income Fund, PIMCO Floating Rate
Income Fund, PIMCO Floating Rate Strategy Fund, NFJ Dividend,
Interest & Premium Strategy Fund, Nicholas Applegate
International and Premium Strategy Fund, Nicholas-Applegate
Equity & Convertible Income Fund, Nicholas-Applegate
Global Equity & Convertible Income Fund, PIMCO Global
StocksPLUS & Income Fund, PIMCO Municipal Advantage
Fund Inc., PCM Fund, Inc. and PIMCO Strategic Global
Government Fund, Inc., each a closed-end fund for which the
Manager serves as investment manager and affiliates of the
Manager serve as sub-adviser (together, the Allianz
Closed-End Funds) and certain other open-end investment
companies for which the Manager serves as investment manager and
administrator and affiliates of the Manager serve as investment
sub-advisers (together with the Allianz Closed-End Funds, the
Allianz Managed Funds). As indicated below, certain
of the officers of the Fund are affiliated with the Manager.
Each of the Allianz Managed Funds are expected to hold joint
meetings of their Boards of Trustees whenever possible. Each
Trustee, other than any Trustee who is a director, officer,
partner or employee of the Manager, PIMCO or any entity
controlling, controlled by or under common control with the
Manager or
6
PIMCO receives annual compensation of $250,000, which is payable
quarterly. The Independent Chairman of the Boards receives an
additional $75,000 per year, payable quarterly. An Audit
Oversight Committee Chairman annually receives an additional
$50,000 annually, payable quarterly. Trustees will also be
reimbursed for meeting-related expenses.
Each Trustees compensation and other costs of joint
meetings will be allocated pro rata among the Allianz Managed
Funds for which such Trustee serves as Trustee based on the
complexity of issues relating to each such Fund and relative
time spent by the Trustees in addressing them, and secondarily,
on each such Funds relative net assets (including assets
attributable to any outstanding preferred shares issued by an
Allianz Closed-End Fund).
Trustees do not currently receive any pension or retirement
benefits from the Fund or the Fund Complex.
It is estimated that the Trustees will receive the amounts set
forth in the following table from the Fund for its fiscal year
ending October 31, 2009. For the calendar year ended
December 31, 2008, the Trustees received the compensation
set forth in the table below for serving as trustees of the Fund
and other funds in the same Fund Complex as the
Fund. Each officer and each Trustee who is a director, officer,
partner, member or employee of the Manager or the Sub-Adviser,
or of any entity controlling, controlled by or under common
control with the Manager or the Sub-Adviser, including any
Interested Trustee, serves without any compensation from the
Fund.
Compensation
Table
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Total Compensation from
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the Fund and Fund
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Estimated Aggregate
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Complex Paid to
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Compensation from the
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Trustees/Nominees for
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Fund for the Fiscal Year
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the Calendar Year
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Ending October 31,
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Ended December 31,
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Name of Trustee/Nominees
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2009*
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2008**
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Independent Trustees/Nominees
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Paul Belica
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|
$
|
6,962
|
|
|
$
|
267,132
|
|
Robert E. Connor
|
|
$
|
6,141
|
|
|
$
|
252,637
|
|
John J. Dalessandro II
|
|
$
|
0
|
***
|
|
$
|
182,427
|
|
Hans W. Kertess
|
|
$
|
7,373
|
|
|
$
|
318,927
|
|
William B. Ogden, IV
|
|
$
|
5,141
|
|
|
$
|
246,666
|
|
R. Peter Sullivan III
|
|
$
|
6,141
|
|
|
$
|
251,049
|
|
Diana L. Taylor
|
|
$
|
6,141
|
|
|
$
|
185,871
|
|
Interested Trustee/Nominee
|
|
|
|
|
|
|
|
|
John C. Maney
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
* |
|
Since the Fund has not completed a full fiscal year (the
Funds initial fiscal year ended October 31, 2008
covered only eleven months), compensation is estimated based
upon future payments expected to be made by the Fund during the
fiscal year ending October 31, 2009, and upon estimated
relative net assets of the AGIFM Closed-End Funds. |
|
** |
|
In addition to the AGIFM Closed-End Funds, during the
Funds most recently completed fiscal year, all of the
Trustees served as Trustees of two open-end investment companies
(each consisting of separate investment portfolios) advised by
the Manager, except for Diana L. Taylor who served as a Trustee
to one |
7
|
|
|
|
|
of such open-end companies. These investment companies are
considered to be in the same Fund Complex as
the Fund. |
|
*** |
|
Mr. Dalessandro served as a Class III Trustee of the
Fund until his death on September 14, 2008. |
The Fund has no employees. The Funds officers and
Mr. Maney are compensated by the Manager, the Sub-Adviser
or one of their affiliates.
Board
Committees and Meetings.
Audit Oversight Committee. The Board of
Trustees of the 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). The Funds Audit Oversight Committee currently
consists of Ms. Taylor and Messrs. Belica, Connor,
Kertess, Ogden and Sullivan, each of whom is an Independent
Trustee. Mr. Belica is the Chairman of the Funds
Audit Oversight Committee. The 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 services to be performed by the auditors
for certain affiliates, including the Manager, the Sub-Adviser
and entities in a control relationship with the Manager or the
Sub-Adviser 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 the Funds Audit Oversight Committee is
independent, as independence for audit committee
members is defined in the currently applicable listing standards
of the New York Stock Exchange, on which the Shares of the Fund
are listed.
The Board of the Fund has adopted a written charter for its
Audit Oversight Committee. A copy of the written charter for the
Fund, as amended through June 10, 2008 is attached to this
Proxy Statement as Exhibit A. A report of the Audit
Oversight Committee of the Fund, dated December 20, 2008,
is attached to this Proxy Statement as Exhibit B.
Nominating Committee. The Board of the Fund
has a Nominating Committee composed solely of Independent
Trustees, currently consisting of Ms. Taylor and
Messrs. Belica, Connor, Kertess, Ogden, and Sullivan. The
Nominating Committee is responsible for reviewing and
recommending qualified candidates to the Board in the event that
a position is vacated or created or when Trustees are to be
nominated for election by shareholders. The Nominating Committee
of the Fund has adopted a charter, which is posted on the
following website:
http://www.allianzinvestors.com/closedendfunds/literature.
Each member of the Nominating Committee is
independent, as independence for nominating
committee members is defined in the currently applicable listing
standards of the New York Stock Exchange, on which the Shares of
the Fund are listed.
Qualifications, Evaluation and Identification of Trustee
Nominees. The Nominating Committee of the Fund
requires that Trustee candidates have a college degree or
equivalent business experience. When evaluating candidates, the
Funds Nominating Committee may take into account a wide
variety of factors including, but not limited to:
(i) availability and commitment of a candidate to attend
meetings and perform his or her responsibilities on the Board,
(ii) relevant industry and related experience,
(iii) educational background, (iv) financial
expertise, (v) an assessment of the candidates
ability, judgment and expertise and (vi) overall Board
composition. The process of identifying nominees involves the
consideration of candidates recommended by one or more of the
following sources: (i) the Funds current Trustees,
(ii) the Funds officers,
8
(iii) the Funds Shareholders and (iv) any other
source the Committee deems to be appropriate. The Nominating
Committee of the Fund may, but is not required to, retain a
third party search firm at the Funds expense to identify
potential candidates.
Consideration of Candidates Recommended by
Shareholders. The Nominating Committee of the
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 Allianz Global
Investors Fund Management Sponsored Closed-End Funds,
which are set forth as Appendix B to the Funds
Nominating Committee Charter. Among other requirements, these
procedures provide that the recommending Shareholder must submit
any recommendation in writing to the Fund, to the attention of
the Funds Secretary, at the address of the principal
executive offices of the Fund and that such submission must be
received at such offices not less than 45 days nor more
than 75 days prior to the date of the Board or shareholder
meeting at which the nominee would be elected. Any
recommendation must include certain biographical and other
information regarding the candidate and the recommending
Shareholder, and must include a written and signed consent of
the candidate to be named as a nominee and to serve as a Trustee
if elected. The foregoing description of the requirements is
only a summary. Please refer to Appendix B to the
Nominating Committee Charter, which is available at
http://www.allianzinvestors.com/closedendfunds/literature,
for details.
The Nominating Committee has full discretion to reject nominees
recommended by Shareholders, and there is no assurance that any
such person properly recommended and considered by the Committee
will be nominated for election to the Board of the Fund.
Valuation Committee. The Board of the Fund has
a Valuation Committee currently consisting of Ms. Taylor
and Messrs. Belica, Connor, Kertess, Ogden, Sullivan. The
Board of the Fund has delegated to the Committee the
responsibility to determine or cause to be determined the fair
value of the Funds portfolio securities and other assets
when market quotations are not readily available. The Valuation
Committee reviews and approves procedures for the fair valuation
of the Funds portfolio securities and periodically reviews
information from the Manager and the Sub-Adviser regarding fair
value and liquidity determinations made pursuant to
Board-approved procedures, and makes related recommendations to
the full Board and assists the full Board in resolving
particular fair valuation and other valuation matters.
Compensation Committee. The Board of the Fund
has a Compensation Committee currently consisting of
Ms. Taylor and Messrs. Belica, Connor, Kertess, Ogden
and Sullivan. The Compensation Committee meets as the Board
deems necessary to review and make recommendations regarding
compensation payable to the Trustees of the Fund who are not
directors, officers, partners or employees of the Manager, the
Sub-Adviser or any entity controlling, controlled by or under
common control with the Manager or the Sub-Adviser.
Meetings. With respect to the Fund, during the
fiscal period November 30, 2007 (commencement of
operations) through October 31, 2008, the Board of Trustees
held four regular meetings and two special meetings. The Audit
Oversight Committee met in separate session once, the Nominating
Committee met in separate session twice and the Valuation
Committee and the Compensation Committee did not meet in
separate sessions. Each Trustee attended at least 75% of the
regular meetings of the Board and meetings of the committees on
which such Trustee served for the Fund that were held during the
fiscal period November 30, 2007 (commencement of
operations) through October 31, 2008, except
Ms. Taylor who was not appointed to the Board until
June 10, 2008 and Messrs. Sullivan and Ogden who were
not appointed to the Board until March 12, 2008.
Shareholder Communications with the Board of
Trustees. The Board of Trustees of the Fund has
adopted procedures by which Fund Shareholders may send
communications to the Board. Shareholders may mail written
communications to the Board to the attention of the Board of
Trustees, PIMCO Income
9
Opportunity Fund,
c/o Thomas
J. Fuccillo, Chief Legal Officer (CLO), Allianz
Global Investors Fund Management LLC, 1345 Avenue of the
Americas, New York, NY 10105. Shareholder communications must
(i) be in writing and be signed by the Shareholder and
(ii) identify the class and number of Shares held by the
Shareholder. The CLO or his designee of the Fund is responsible
for reviewing properly submitted shareholder communications. The
CLO shall either (i) provide a copy of each properly
submitted shareholder communication to the Board at its next
regularly scheduled Board meeting or (ii) if the CLO
determines that the communication requires more immediate
attention, forward the communication to the Trustees promptly
after receipt. The CLO may, in good faith, determine that a
shareholder communication should not be provided to the Board
because it does not reasonably relate to the Fund or its
operations, management, activities, policies, service providers,
Board, officers, shareholders or other matters relating to an
investment in the Fund or is otherwise routine or ministerial in
nature. These procedures do not apply to (i) any
communication from an officer or Trustee of the Fund,
(ii) any communication from an employee or agent of the
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. The 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) Beneficial Ownership Reporting
Compliance. The Funds Trustees and certain
officers, investment advisers, certain affiliated persons of the
investment advisers and persons who own more than 10% of any
class of outstanding securities of the Fund 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 New York Stock Exchange (the
NYSE). These persons and entities are required by
SEC regulation to furnish the Fund with copies of all such forms
they file.
Based solely on a review of these forms furnished to the Fund,
the Fund believes that each of the Trustees and relevant
officers, investment advisers and relevant affiliated persons of
the investment advisers has complied with all applicable filing
requirements during the Funds fiscal year ended
October 31, 2008, except that due to administrative
oversight, late Form 3 filings were made for certain
employees who are affiliated persons of the Fund, including,
Mohamed El-Erian, Brent R. Harris, Thomas J. Otterbein, William
C. Powers, Ernest L. Schmider, Richard M. Weil and Daniel J.
Ivascyn in May 2008, and Scott Whisten, PIMCO Advisors
Fund Management LLC, Allianz Global Investors of America
LP, Paul Belica, William B. Ogden, IV, R. Peter Sullivan III,
Robert E. Connor, John C. Maney, John J. Dalessandro II, Hans W.
Kertess, E. Blake Moore Jr., Andrew Meyers, Barbara R. Claussen,
Marna C. Whittington, Udo Frank, Bruce L. Koepfgen, Lagan
Srivastava, William V. Healey, Richard H. Kirk, Kathleen A.
Chapman, Brian S, Shlissel, Lawrence G. Altadonna, Youse Guia
and Thomas J. Fuccillo in April 2008 and William C. Powers,
William H. Gross, Steven Ludwig, David C. Flattum and Richard J.
Cochran, in December 2008. In addition, in January 2009,
twenty-three (23) amended Form 3s were filed solely for the
purpose of attaching omitted Powers of Attorney for various
reporting persons.
Required Vote. The election of Ms. Taylor
and Messrs. Connor, Kertess, Ogden, and Sullivan as
Trustees to the Board of the Fund, will require the affirmative
vote of a plurality of the votes cast in the election of
Trustees at the Meeting, in person or by proxy.
10
THE
BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT
YOU VOTE FOR THIS PROPOSAL.
ADDITIONAL
INFORMATION
Executive and Other Officers of the Fund. The
table below provides certain information concerning the
executive officers of the Fund and certain other officers who
perform similar duties. Officers hold office at the pleasure of
the Board and until their successors are chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed
with or without cause or becomes disqualified. Officers and
employees of the Fund who are principals, officers, members or
employees of the Manager or the Sub-Adviser are not compensated
by the Fund.
|
|
|
|
|
|
|
Name, Address*
|
|
Position(s) Held
|
|
Term of Office and Length
|
|
Principal Occupation(s) During
|
and Date of Birth
|
|
with Fund
|
|
of Time Served
|
|
the Past 5 Years
|
|
Brian S. Shlissel
11/14/1964
|
|
President & Chief Executive Officer
|
|
Since inception (November 2007)
|
|
Executive Vice President, Director of Fund Administration,
Allianz Global Investors Fund Management LLC; Director of 6
funds in the Fund Complex; President and Chief Executive Officer
of 35 funds in the Fund Complex; Treasurer, Principal Financial
and Accounting Officer of 44 funds in the Fund Complex and
The Korea Fund, Inc.
|
Lawrence G. Altadonna
03/10/1966
|
|
Treasurer, Principal Financial and Accounting Officer
|
|
Since inception (November 2007)
|
|
Senior Vice President, Allianz Global Investors Fund Management
LLC; Treasurer, Principal Financial and Accounting Officer of
35 funds in the Fund Complex; Assistant Treasurer of 44
funds in the Fund Complex and The Korea Fund, Inc.
|
Thomas J. Fuccillo
03/22/1968
|
|
Vice President, Secretary and Chief Legal Officer
|
|
Since inception (November 2007)
|
|
Executive Vice President, Senior Counsel, Allianz Global
Investors of America L.P.; Executive Vice President and Chief
Legal Officer, Allianz Global Investors Fund Management LLC and
Allianz Global Investors Solutions LLC; Vice President,
Secretary and Chief Legal Officer of 79 funds in the Fund
Complex; Secretary and Chief Legal Officer of The Korea Fund,
Inc.; Formerly, Vice President and Associate General Counsel,
Neuberger Berman, LLC (1991-2004).
|
11
|
|
|
|
|
|
|
Name, Address*
|
|
Position(s) Held
|
|
Term of Office and Length
|
|
Principal Occupation(s) During
|
and Date of Birth
|
|
with Fund
|
|
of Time Served
|
|
the Past 5 Years
|
|
Youse Guia
680 Newport Center Drive
Suite 250
Newport Beach,
CA 92660
09/03/1972
|
|
Chief Compliance Officer
|
|
Since inception (November 2007)
|
|
Senior Vice President, Group Compliance Manager, Allianz Global
Investors of America L.P.; Chief Compliance Officer of 79 funds
in the Fund Complex and The Korea Fund, Inc.; Formerly, Vice
President, Group Compliance Manager, Allianz Global Investors of
America L.P. (2002-2004).
|
Scott Whisten
03/13/1971
|
|
Assistant Treasurer
|
|
Since inception (November 2007)
|
|
Vice President, Allianz Global Investors Fund Management LLC;
Assistant Treasurer of 79 funds in the Fund Complex;
formerly, Accounting Manager, Prudential Investments (2000-2005).
|
Richard J. Cochran
01/23/1961
|
|
Assistant Treasurer
|
|
Since May 2008
|
|
Vice President, Allianz Global Investors Fund Management LLC;
Assistant Treasurer of 79 funds in the Fund Complex;
formerly, Tax manager, Teachers Insurance Annuity
Association/College Retirement Equity Fund (TIAA-CREF)
(2002-2008).
|
William V. Healey
07/28/1953
|
|
Assistant Secretary
|
|
Since inception (November 2007)
|
|
Executive Vice President, Chief Legal Officer-U.S. Retail,
Allianz Global Investors of America L.P.; Executive Vice
President, Chief Legal Officer and Secretary, Allianz Global
Investors Advertising Agency Inc., Allianz Global Investors
Managed Accounts LLC and Allianz Global Investors Distributors
LLC; Assistant Secretary of 79 funds in the Fund Complex.
Formerly, Vice President and Associate General Counsel,
Prudential Insurance Company of America; Executive
Vice President and Chief Legal Officer, The Prudential
Investments (1998-2005).
|
12
|
|
|
|
|
|
|
Name, Address*
|
|
Position(s) Held
|
|
Term of Office and Length
|
|
Principal Occupation(s) During
|
and Date of Birth
|
|
with Fund
|
|
of Time Served
|
|
the Past 5 Years
|
|
Richard H. Kirk
04/06/1961
|
|
Assistant Secretary
|
|
Since inception (November 2007)
|
|
Senior Vice President, Allianz Global Investors of America L.P.
(since 2004). Senior Vice President, Associate General
Counsel, Allianz Global Investors Distributors LLC. Assistant
Secretary of 79 funds in the Fund Complex; formerly,
Vice President, Counsel, The Prudential Insurance Company
of America/American Skandia (2002-2004).
|
Kathleen A. Chapman
11/11/1954
|
|
Assistant Secretary
|
|
Since inception (November 2007)
|
|
Assistant Secretary of 79 funds in the Fund Complex;
Manager IIG Advisory Law, Morgan Stanley
(2004-2005); Paralegal, The Prudential Insurance Company of
America; and Assistant Corporate Secretary of affiliated
American Skandia companies (1996-2004).
|
Lagan Srivastava
09/20/1977
|
|
Assistant Secretary
|
|
Since inception (November 2007)
|
|
Assistant Secretary of 79 funds in the Fund Complex and The
Korea Fund, Inc.; formerly, Research Assistant, Dechert LLP
(2004-2005); Research Assistant, Swidler Berlin Shereff Friedman
LLP (2002-2004).
|
|
|
|
* |
|
Unless otherwise noted, the address of the Funds officers
is Allianz Global Investors Fund Management LLC, 1345
Avenue of the Americas,
4th
Floor, New York, New York 10105. |
Investment Manager and Sub-Adviser. The
Manager, located at 1345 Avenue of the Americas, New York, New
York 10105, serves as the investment manager of the Fund. The
Manager retains its affiliate, PIMCO, as Sub-Adviser to manage
the Funds investments. PIMCO is located at 800 Newport
Center Drive, Newport Beach, CA 92660. The Manager and the
Sub-Adviser are each majority-owned indirect subsidiaries of
Allianz SE, a publicly traded European insurance and financial
services company.
Legal Proceedings. In June and September 2004,
the Manager and certain of its affiliates (including PEA Capital
LLC (PEA), Allianz Global Investors Distributors LLC
and Allianz Global Investors of America, L.P.) agreed to settle,
without admitting or denying the allegations, claims brought by
the SEC and the New Jersey Attorney General alleging violations
of federal and state securities laws with respect to certain
open-end funds for which the Manager serves as investment
adviser. The settlements related to an alleged market
timing arrangement in certain open-end funds formerly
sub-advised by PEA. The Manager and its affiliates agreed to pay
a total of $68 million to settle the claims. In addition to
monetary payments, the settling parties agreed to undertake
certain corporate governance, compliance and disclosure reforms
related to market timing, and consented to cease and desist
orders and censures. Subsequent to these events, PEA
13
deregistered as an investment adviser and dissolved. None of the
settlements alleged that any inappropriate activity took place
with respect to the Fund.
Since February 2004, the Manager, and certain of its affiliates
and their employees have been named as defendants in a number of
pending lawsuits concerning market timing, which
allege the same or similar conduct underlying the regulatory
settlements discussed above. The market timing lawsuits have
been consolidated in a multi-district litigation proceeding in
the United States District Court for the District of Maryland.
Any potential resolution of these matters may include, but not
be limited to, judgments or settlements for damages against the
Manager, or its affiliates or related injunctions.
The Manager and the Sub-Adviser believe that these matters are
not likely to have a material adverse effect on the Fund or on
their ability to perform their respective investment advisory
activities relating to the Fund.
The foregoing speaks only as of the date of this document.
Independent Registered Public Accounting
Firm. The Audit Oversight Committee of the
Funds Board unanimously selected PricewaterhouseCoopers
LLP (PwC) as the independent registered public
accounting firm for the fiscal year ending October 31,
2009. PwC served as the independent registered public accounting
firm of the Fund for initial fiscal period from
November 30, 2007 (commencement of operations) through
October 31, 2008 and also serves as the independent
registered public accounting firm of various other investment
companies for which the Manager and the Sub-Adviser serve as
investment adviser or sub-advisers. PwC is located at 300
Madison Avenue, New York, New York 10017. The Fund does not know
of any direct financial or material indirect financial interest
of PwC in the Fund.
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. The
Funds Audit Oversight Committee has adopted written
policies relating to the pre-approval of audit and permitted
non-audit services to be performed by the Funds
independent registered public accounting firm. Under the
policies, on an annual basis, the Funds Audit Oversight
Committee reviews and pre-approves proposed audit and permitted
non-audit services to be performed by the independent registered
public accounting firm on behalf of the Fund. The President of
the Fund also pre-approves any permitted non-audit services to
be provided to the Fund.
In addition, the Funds Audit Oversight Committee
pre-approves annually any permitted non-audit services
(including audit-related services) to be provided by the
independent registered public accounting firm to the Manager,
the Sub-Adviser and any entity controlling, controlled by, or
under common control with the Manager that provides ongoing
services to the Fund (together, the Accounting
Affiliates), provided, in each case, that the engagement
relates directly to the operations and financial reporting of
the Fund. Although the Audit Oversight Committee does not
pre-approve all services provided by the independent registered
public accounting firm to Accounting Affiliates (for instance,
if the engagement does not relate directly to the operations and
financial reporting of the Fund), the Committee receives an
annual report from the independent registered public accounting
firm showing the aggregate fees paid by Accounting Affiliates
for such services.
The Funds Audit Oversight Committee may also from time to
time pre-approve individual non-audit services to be provided to
the Fund or an Accounting Affiliate that were not pre-approved
as part of the annual process described above. The Chairman of
the Funds Audit Oversight Committee (or any other member
of the Committee to whom this responsibility has been delegated)
may also pre-approve these individual non-audit services,
provided that the fee for such services does not exceed certain
pre-determined dollar thresholds.
14
Any such pre-approval by the Chairman (or by a delegate) is
reported to the full Audit Oversight Committee at its next
regularly scheduled meeting.
The pre-approval policies provide for waivers of the requirement
that the Audit Oversight Committee pre-approve permitted
non-audit services provided to the Fund or its Accounting
Affiliates pursuant to de minimis exceptions described in
Section 10A of the Exchange Act and applicable regulations
(referred to herein as the de minimis exception).
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 the Funds initial fiscal year,
the Audit Fees billed by PwC are shown in the table below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended*
|
|
|
Audit Fees
|
|
|
PKO
|
|
|
October 31, 2008
|
|
|
$
|
55,000
|
|
|
|
|
* |
|
The initial fiscal year for PKO which ended October 31,
2008 covered only eleven months |
Audit-Related Fees. Audit-Related Fees are
fees related to assurance and related services that are
reasonably related to the performance of the audit or review of
financial statements, but not reported under Audit
Fees above, and that include accounting consultations,
agreed-upon
procedure reports, attestation reports and comfort letters. For
the Funds initial fiscal year, the Audit-Related Fees
billed by PwC are shown in the table below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended*
|
|
|
Audit-Related Fees
|
|
|
PKO
|
|
|
October 31, 2008
|
|
|
$
|
16,000
|
|
|
|
|
* |
|
The initial fiscal year for PKO which ended October 31,
2008 covered only eleven months |
Tax Fees. Tax Fees are fees associated with
tax compliance, tax advice and tax planning, including services
relating to the filing or amendment of federal, state or local
income tax returns, regulated investment company qualification
reviews, and tax distribution and analysis reviews. The table
below shows, for the Funds last fiscal year, the aggregate
Tax Fees billed by PwC to the Fund. For the Funds initial
fiscal year, the Tax Fees Fees billed by PwC are shown in the
table below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended*
|
|
|
Tax Fees
|
|
|
PKO
|
|
|
October 31, 2008
|
|
|
$
|
14,175
|
|
|
|
|
* |
|
The initial fiscal year for PKO which ended October 31,
2008 covered only eleven months |
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 the Funds initial fiscal year,
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.
15
Aggregate Non-Audit Fees. The aggregate
non-audit fees billed by PwC, during the Funds initial
fiscal year, for services rendered to the Fund and the
Funds Accounting Affiliates are shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Non-
|
|
|
Non-Audit Fees for
|
|
|
|
|
|
|
Fiscal Year
|
|
|
Audit Fees
|
|
|
Accounting
|
|
|
Aggregate
|
|
Fund
|
|
Ended*
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for Fund
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Affiliates
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Non-Audit Fees
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PKO
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October 31, 2008
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$
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30,175
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$
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3,925,147
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3,955,322
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* |
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The initial fiscal year for PKO which ended October 31,
2008 covered only eleven months |
The 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 were compatible with maintaining the independence of
PwC as the Funds principal auditors.
Other Business. As of the date of this Proxy
Statement, the Funds officers and the Manager know of no
business to come before the Meeting other than as set forth in
the Notice. If any other business is properly brought before the
Meeting, including any adjournment thereof, the persons named as
proxies will vote in their sole discretion.
Quorum, Adjournments and Methods of
Tabulation. A quorum for the Fund 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 the Meeting. In the event that a quorum is not present at the
Meeting or, even if a quorum is present, in the event that
sufficient votes in favor of the Proposal set forth in the
Notice are not received by the time scheduled for the Meeting,
the persons named as proxies may propose one or more
adjournments of the Meeting after the date set for the original
Meeting, with no other notice than announcement at the Meeting,
to permit further solicitation of proxies with respect to the
Proposal. In addition, if, in the judgment of the persons named
as proxies, it is advisable to defer action on the Proposal, the
persons named as proxies may propose one or more adjournments of
the Meeting with respect to the Proposal for a reasonable time.
Any adjournments with respect to the Proposal will require the
affirmative vote of a plurality of the Shares of the applicable
Fund entitled to vote thereon present in person or represented
by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those
proxies required to be voted against the Proposal. The costs of
any additional solicitation and of any adjourned session will be
borne by the Fund. Any proposals properly before the Meeting for
which sufficient favorable votes have been received by the time
of the Meeting will be acted upon and such action will be final
regardless of whether the Meeting is adjourned to permit
additional solicitation with respect to any other proposal.
Votes cast by proxy or in person at the Meeting will be counted
by persons appointed by the Fund as tellers (the
Tellers) for the Meeting. For purposes of
determining the presence of a quorum for the Fund, the Tellers
will count the total number of votes cast for or
against approval of the Proposal, as well as Shares
represented by proxies that reflect abstentions and broker
non-votes (i.e., shares held by brokers or nominees
as to which instructions have not been received from the
beneficial owners or the persons entitled to vote and the broker
or nominee does not have the discretionary voting power on a
particular matter). Abstentions and broker non-votes will have
no effect on the outcome of the Proposal, for the Fund.
Reports to Shareholders. The 2008 Annual
Report to Shareholders for the Fund was mailed to Shareholders
on or about December 30, 2008. Additional copies of the
Annual Report and the Funds Semi-Annual Report may be
obtained without charge from the Fund by calling 1-877-819-2224
or by writing to the Fund at 1345 Avenue of the Americas, New
York, NY 10105.
16
Shareholder Proposals for 2010 Annual
Meeting. It is currently anticipated that the
Funds next annual meeting of Shareholders after the
Meeting addressed in this Proxy Statement will be held in
February 2010. Proposals of Shareholders intended to be
presented at that annual meeting of the Fund must be received by
the Fund no later than October 7, 2009 for inclusion in the
Funds proxy statement and proxy cards relating to that
meeting. The submission by a Shareholder of a proposal for
inclusion in the proxy materials does not guarantee that it will
be included. Shareholder proposals are subject to certain
requirements under the federal securities laws and must be
submitted in accordance with the Funds Bylaws.
Shareholders submitting any other proposals for the Fund
intended to be presented at the 2010 annual meeting
(i.e., other than those to be included in the Funds
proxy materials) must ensure that such proposals are received by
the Fund, in good order and complying with all applicable legal
requirements and requirements set forth in the Funds
Bylaws, no earlier than December 7, 2009 and no later than
December 22, 2009. If a Shareholder who wishes to present a
proposal fails to notify the Fund within these dates, the
proxies solicited for the meeting will have discretionary
authority to vote on the Shareholders proposal if it is
properly brought before the meeting. If a Shareholder makes a
timely notification, the proxies may still exercise
discretionary voting authority under circumstances consistent
with the SECs proxy rules. Shareholder proposals should be
addressed to the attention of the Secretary of the applicable
Fund, at the address of the principal executive offices of the
Fund, with a copy to David C. Sullivan, Ropes & Gray
LLP, One International Place, Boston, Massachusetts
02110-2624.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY TO
ENSURE THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
February 4, 2009
17
Exhibit A
to Proxy Statement
Allianz
Global Investors Fund Management Sponsored Closed-End
Funds
Audit Oversight Committee Charter
(Adopted as
of January 14, 2004,
as amended through
June 10, 2008)
The Board of Trustees (each a Board) of each of the
registered investment companies listed in Appendix A
hereto (each a Fund and, collectively, the
Funds), as the same may be periodically updated, has
adopted this Charter to govern the activities of the Audit
Oversight Committee (the Committee) of the
particular Board with respect to its oversight of the Fund. This
Charter applies separately to each Fund and its particular Board
and Committee, and shall be interpreted accordingly. This
Charter supersedes and replaces any audit committee charter
previously adopted by the Board or a committee of the Board.
Statement
of Purpose and Functions
The Committees general purpose is to oversee the
Funds accounting and financial reporting policies and
practices and its internal controls, including by assisting with
the Boards oversight of the integrity of the Funds
financial statements, the Funds compliance with legal and
regulatory requirements, the qualifications and independence of
the Funds independent auditors, and the performance of the
Funds internal control systems and independent auditors.
The Committees purpose is also to prepare reports required
by Securities and Exchange Commission rules to be included in
the Funds annual proxy statements, if any.
The Committees function is oversight. While the Committee
has the responsibilities set forth in this Charter, it is not
the responsibility of the Committee to plan or conduct audits,
to prepare or determine that the Funds financial
statements are complete and accurate and are in accordance with
generally accepted accounting principles, or to assure
compliance with laws, regulations or any internal rules or
policies of the Fund. Fund management is responsible for Fund
accounting and the implementation and maintenance of the
Funds internal control systems, and the independent
auditors are responsible for conducting a proper audit of the
Funds financial statements. Members of the Committee are
not employees of the Funds and, in serving on this Committee,
are not, and do not hold themselves out to be, acting as
accountants or auditors. As such, it is not the duty or
responsibility of the Committee or its members to conduct
field work or other types of auditing or accounting
reviews or procedures. Each member of the Committee shall be
entitled to rely on (i) the integrity of those persons and
organizations within management and outside the Fund from which
the Committee receives information and (ii) the accuracy of
financial and other information provided to the Committee by
such persons or organizations absent actual knowledge to the
contrary.
Membership
The Committee shall be comprised of as many trustees as the
Board shall determine, but in any event not less than three
(3) Trustees. Each member of the Committee must be a member
of the Board. The Board may remove or replace any member of the
Committee at any time in its sole discretion. One or more
members of the Committee may be designated by the Board as the
Committees chairman or co-chairman, as the case may be.
Each member of the Committee may not be an interested
person of the Fund, as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the
Investment Company Act), and must otherwise satisfy
the standards for independence of an audit committee member of
an investment
A-1
company issuer as set forth in
Rule 10A-3(b)
(taking into account any exceptions to those requirements set
for in such rule) under the Securities Exchange Act of 1934, as
amended, and under applicable listing standards of the New York
Stock Exchange (the NYSE). Each member of the
Committee must be financially literate (or must
become so within a reasonable time after his or her appointment
to the Committee) and at least one member of the Committee must
have accounting or related financial management
expertise, in each case as the Board interprets such
qualification in its business judgment under NYSE listing
standards.
Responsibilities
and Duties
The 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:
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1.
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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. |
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2.
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To consider the independence of the Funds independent
auditors at least annually, and in connection therewith receive
on a periodic basis formal written disclosures and letters from
the independent auditors as required by the Independence
Standards Board Standard (ISB) No. 1. |
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3.
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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. |
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4.
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Review the fees charged by the independent auditors to the Fund,
the investment advisers and certain affiliates of the investment
advisers for audit, audit-related and permitted non-audit
services. |
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5.
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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. |
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6.
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Obtain and review at least annually a report from the
independent auditors describing (i) the accounting
firms internal quality-control procedures and
(ii) any material issues raised (a) by the accounting
firms most recent internal quality-control review or peer
review or (b) by any governmental or other professional
inquiry or investigation performed within the preceding five
years respecting one or more independent audits carried out by
the firm, and any steps taken to address any such issues. |
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7.
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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. |
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8.
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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 |
A-2
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statements, discuss with the independent auditors matters
required by Statement of Accounting Standards (SAS)
No. 61 and any other matters required to be reported to the
Committee under applicable law; and provide a statement whether,
based on its review of the Funds audited financial
statements, the Committee recommends to the Board that the
audited financial statements be included in the Funds
Annual Report. |
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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. |
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9.
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Discuss with management and the independent auditors the
Funds unaudited financial statements. |
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10.
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Review with the independent auditors any audit problems or
difficulties encountered in the course of their audit work and
managements responses thereto. |
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11.
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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. |
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12.
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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.
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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. |
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14.
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Investigate or initiate the investigation of any improprieties
or suspected improprieties in the Funds accounting
operations or financial reporting. |
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15.
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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. |
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16.
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Report to the Board on a regular basis (at least annually) on
the Committees activities. |
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17.
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Perform such other functions consistent with this Charter, the
Agreement and Declaration of Trust and Bylaws applicable to the
Fund, and applicable law or regulation, as the Committee or the
Board deems necessary or appropriate. |
The Committee may delegate any portion of its authority and
responsibilities as set forth in this Charter to a subcommittee
of one or more members of the Committee.
A-3
Meetings
At least annually, the Committee shall meet separately with the
independent auditors and separately with the representatives of
Fund management responsible for the financial and accounting
operations of the Fund. The Committee shall hold other regular
or special meetings as and when it deems necessary or
appropriate.
Outside
Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to
provide such information, data and services as the Committee may
request. The Committee shall have the authority to engage at the
Funds expense independent counsel and other experts and
consultants whose expertise the Committee considers necessary to
carry out its responsibilities. The Fund shall provide for
appropriate funding, as determined by the Committee, for the
payment of: (i) compensation of the Funds independent
auditors for the issuance of an audit report relating to the
Funds financial statements or the performance of other
audit, review or attest services for the Fund;
(ii) compensation of independent legal counsel or other
advisers retained by the Committee; and (iii) ordinary
administrative expenses of the Committee that are necessary or
appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.
Annual
Evaluations
The Committee shall review and reassess the adequacy of this
Charter at least annually and recommend any changes to the
Board. In addition, the performance of the Committee shall be
reviewed at least annually by the Board.
Adoption
and Amendments
The Board shall adopt and approve this Charter and may amend the
Charter at any time on the Boards own motion.
A-4
Appendix A
Funds
Subject to this Charter
(As of
June 10, 2008)
ALLIANZ
FUNDS MULTI STRATEGY
TRUST
(MST)
FIXED INCOME SHARES (FISH)
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
(NFJ)
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND
(NCV)
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME
FUND II (NCZ)
NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND
(NIE)
NICHOLAS-APPLEGATE GLOBAL EQUITY & CONVERTIBLE
INCOME FUND (NGZ)
NICHOLAS-APPLEGATE INTERNATIONAL & PREMIUM STRATEGY
FUND (NAI)
PCM FUND, INC. (PCM)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
(PCQ)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
(PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND III
(PZC)
PIMCO CORPORATE INCOME FUND (PCN)
PIMCO CORPORATE OPPORTUNITY FUND (PTY)
PIMCO FLOATING RATE INCOME FUND (PFL)
PIMCO FLOATING RATE STRATEGY FUND (PFN)
PIMCO GLOBAL STOCKSPLUS & INCOME FUND
(PGP)
PIMCO HIGH INCOME FUND (PHK)
PIMCO INCOME OPPORTUNITY FUND (PKO)
PIMCO MUNICIPAL ADVANTAGE FUND INC.
(MAF)
PIMCO MUNICIPAL INCOME FUND (PMF)
PIMCO MUNICIPAL INCOME FUND II (PML)
PIMCO MUNICIPAL INCOME FUND III (PMX)
PIMCO NEW YORK MUNICIPAL INCOME FUND (PNF)
PIMCO NEW YORK MUNICIPAL INCOME FUND II
(PNI)
PIMCO NEW YORK MUNICIPAL INCOME FUND III
(PYN)
PIMCO STRATEGIC GLOBAL GOVERNMENT FUND INC.
(RCS)
Exhibit B
to Proxy Statement
Report of
Audit Oversight Committee
of the Board of Trustees of
PIMCO Income Opportunity Fund (the Fund)
Dated December 20, 2008
The Audit Oversight Committee (the Committee)
oversees the Funds financial reporting process on behalf
of the Board of Trustees of the Fund (the Board) and
operates under a written Charter adopted by the Board. The
Committee meets with the Funds management
(Management) and independent registered public
accounting firm and reports the results of its activities to the
Board. Management has the primary responsibility for the
financial statements and the reporting process, including the
system of internal controls. In connection with the
Committees and independent accountants
responsibilities, Management has advised that the Funds
financial statements for the fiscal year ended October 31,
2008 were prepared in conformity with the generally accepted
accounting principles.
The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP (PwC), the Funds
independent registered public accounting firm, the audited
financial statements for the fiscal year ended October 31,
2008. The Committee has discussed with PwC the matters required
to be discussed by Statements on Auditing Standard No. 61
(SAS 61). SAS 61 requires independent auditors to communicate to
the Committee matters including, if applicable: 1) methods
used to account for significant unusual transactions;
2) the effect of significant accounting policies in
controversial or emerging areas for which there is a lack of
authoritative guidance or consensus; 3) the process used by
management in formulating particularly sensitive accounting
estimates and the basis for the independent registered public
accounting firms conclusions regarding the reasonableness
of those estimates; and 4) disagreements with Management
over the application of accounting principles and certain other
matters.
With respect to the Fund, the Committee has received the written
disclosure and the letter from PwC required by Independence
Standards Board Standard No. 1 (requiring auditors to make
written disclosure to and discuss with the Committee various
matters relating to the independent registered public accounting
firms independence), and has discussed with PwC their
independence. The Committee has also reviewed the aggregate fees
billed by PwC for professional services rendered to the Fund and
for non-audit services provided to Allianz Global Investors
Fund Management LLC (AGIFM), the Funds
investment manager during portions of the last fiscal year,
Pacific Investment Management Company LLC (PIMCO),
the Funds sub-adviser and any entity controlling,
controlled by or under common control with AGIFM or PIMCO that
provided services to the Fund. As part of this review, the
Committee considered, in addition to other practices and
requirements relating to selection of the Funds
independent registered public accounting firm, whether the
provision of such non-audit services was compatible with
maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee
presents this Report to the Board and recommends that
(1) the audited financial statements for the fiscal year
ended October 31, 2007 be included in the Funds
Annual Report to shareholders for such fiscal year,
(2) such Annual Report be filed with the Securities and
Exchange Commission and the New York Stock Exchange, and
(3) PwC be reappointed as the Funds independent
registered public accounting firm for the fiscal year ending
October 31, 2009.
Submitted by the Audit Oversight Committee of the Board of
Trustees:
Paul Belica
Robert E. Connor
Hans W. Kertess
William B. Ogden, IV
R. Peter Sullivan III
Diana L. Taylor
B-1
PROXY
PIMCO INCOME OPPORTUNITY FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON FEBRUARY 26, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO Income Opportunity Fund, a Massachusetts business
trust (the Fund), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S.
Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders of the Fund (the Annual Meeting) to be held
at 9:30 a.m., Eastern Time, February 26, 2009 at the offices of Allianz Global Investors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York 10105, and any
postponement or adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned
with all powers possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement
and revokes any proxy heretofore given with respect to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN
THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE AS REGARDS THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be that of an authorized officer who
should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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Please mark |
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votes as in |
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this example. |
Your Board of Trustees urges you to vote FOR the election of all Nominees.
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(01) |
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Hans Kertess (Class I) |
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(02) |
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William B. Ogden, IV (Class I) |
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(03) |
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Diana L. Taylor (Class II) |
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(04) |
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Robert E. Connor (Class III) |
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(05) |
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R. Peter Sullivan III (Class III) |
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FOR |
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WITHHOLD |
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FROM ALL |
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NOMINEES |
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NOMINEES |
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For all Nominees except as noted above
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PIMCO INCOME OPPORTUNITY FUND
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may properly come
before the Annual Meeting or any postponement or adjournment thereof, in the discretion of the
proxy holder(s).
Please check box at right if an address change or comment o
has been made on the reverse side of this card.
Please be sure to sign and date this Proxy.
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Shareholder |
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Joint Owner |
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signature:
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Date:
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(if any) signature: |
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Date: |
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