Preliminary Copy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant   [X] [X]

Filed by a Party other than the Registrant   [_] [ ]

Check the appropriate box: [X] Preliminary Proxy Statement [_] CONFIDENTIAL, for Use of the Commission Only (as Permitted by [_] Definitive Proxy Statement Rule 14a-6(e)(2)) [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

[X] Preliminary Proxy Statement.                        [ ]   Soliciting Material Pursuant to § 240.14a-12
[ ] Confidential, for use of the
Commission Only (as permitted
by Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.

PIMCO Strategic Global Government Fund, Inc. (NameSTRATEGIC GLOBAL GOVERNMENT FUND, INC.

(Name of Registrant as Specified In Its Charter) N/A (Name

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Notes: [LOGO] of PIMCO

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:




NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2008

PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC. 840 Newport Center Drive Newport Beach, California 92660 (800) 426-5523 Notice

1345 Avenue of the AnnualAmericas
New York, NY 10105

To the Shareholders of PIMCO Strategic Global Government Fund, Inc. (the ‘‘Fund’’):

Notice is hereby given that a Special Meeting of Stockholders ToShareholders (the ‘‘Special Meeting’’) of the Stockholders: NOTICE IS HEREBY GIVENFund will be held at 1345 Avenue of the Americas (between 54th and 55th Streets), New York, NY 10105, on Wednesday, August 27, 2008 at 9:30 a.m., Eastern Time, for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated June 30, 2008:

1. To approve a new Investment Management Agreement between the Fund and Allianz Global Investors Fund Management LLC (‘‘AGIFM’’);
2. To approve a new Portfolio Management Agreement relating to the Fund between AGIFM and Pacific Investment Management Company LLC (‘‘PIMCO’’); and
3. To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on June 20, 2008 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. The enclosed proxy is being solicited on behalf of the Board of Directors.


By order of the Board of Directors,
 
Thomas J. Fuccillo
Secretary

New York, New York
June 30, 2008

It is important that your shares be represented at the AnnualSpecial Meeting in person or by proxy, no matter how many shares you own. If you do not expect to attend the Special 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 Stockholdersfurther proxy solicitations and in order for the Special Meeting to be held as scheduled.





PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.

1345 Avenue of the Americas
New York, NY 10105

PROXY STATEMENT

FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2008

Introduction

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Meeting"‘‘Board’’ or ‘‘Directors’’) of PIMCO Strategic Global Government Fund, Inc., formerly RCM Strategic Global Government (the ‘‘Fund’’) of proxies to be voted at a Special Meeting of Shareholders of the Fund Inc., a Maryland corporationand any adjournment or postponement thereof (the "Fund"‘‘Special Meeting’’),. The Special Meeting will be held at 1345 Avenue of the Americas, New York, NY 10105, on Wednesday, August 27, 2008 at 9:30 a.m., Eastern Time. The Notice of Special Meeting of Shareholders (the ‘‘Notice’’), this Proxy Statement and the enclosed Proxy Card are first being sent to shareholders on or about June 30, 2008.

The Board has fixed the close of business on June 21, 2002, at 10:00 a.m. (Pacific time) at20, 2008 as the officesrecord date (the ‘‘Record Date’’) for the determination of Pacific Investment Management Company LLC ("PIMCO"), located at 800 Newport Center Drive, 6th Floor, Newport Beach, California 92660. At the Meeting, you and the other stockholdersshareholders of the Fund entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. Shareholders on the Record Date will be askedentitled to considerone vote for each full share and an approximate fraction of a vote for each fractional share held, with no cumulative voting rights, with respect to each matter to which they are entitled to vote. As of the close of business on the following matters: 1. To elect three directorsRecord Date, the Fund had 38,114,497.99 shares of common stock (the ‘‘Shares’’) issued and outstanding. The Shares are the only class of stock currently authorized by the Fund.

At the Special Meeting, all shareholders will have equal voting rights (i.e., one vote per Share). As summarized below, shareholders have the right to vote on:

1. the approval of a new Investment Management Agreement between the Fund and Allianz Global Investors Fund Management LLC (‘‘AGIFM’’);
2. the approval of a new Portfolio Management Agreement relating to the Fund between AGIFM and Pacific Investment Management Company LLC (‘‘PIMCO’’); and
3. such other business as may properly come before the Special Meeting.

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 sign, date and mail the enclosed proxy and no choice is indicated for the Proposals listed in the attached Notice, your proxy will be voted FOR all of the Proposals. You may revoke your proxy at any time before it has been voted 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, New York 10105, (ii) by properly executing and delivering a later-dated proxy, or (iii) by attending the Special Meeting, requesting return of any previously delivered proxy, and voting in person.

The Board of Directors of the Fund. 2. ToFund knows of no business other than the Proposals set forth herein to be considered at the Special Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.

The principal executive offices of the Fund are located at 1345 Avenue of the Americas, New York, NY 10105.





Summary of the Proposals

It is proposed that shareholders approve a new investment management agreement between the Fund and PIMCO. 3. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Stockholders of record at the close of business on April 30, 2002 are entitled to notice of,AGIFM (the ‘‘Investment Management Agreement’’), and to vote at, the Meeting. Regardless of whether you plan to attend the Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so that a quorum will be present and the maximum number of shares may be voted. You may change your vote by written noticenew portfolio management agreement relating to the Fund by submission of a subsequent proxy, or by voting in person atbetween AGIFM and PIMCO (the ‘‘Portfolio Management Agreement’’ and, together with the Meeting. By Order ofInvestment Management Agreement, the Board of Directors, Garlin G. Flynn Secretary Newport Beach, California May 20, 2002 PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC. 840 Newport Center Drive Newport Beach, California 92660 (800) 426-5523 Proxy Statement This Proxy Statement is being provided to the stockholders of PIMCO Strategic Global Government Fund, Inc., formerly RCM Strategic Global Government Fund, Inc., a Maryland corporation (the "Fund"‘‘Proposed Agreements’’), in connection with a transition in the solicitationFund’s governance and investment management arrangements.

At your Annual Meeting on June 9, 2008, you elected a new slate of proxiesDirectors, each of whom serves as a director or trustee of the other closed-end funds managed by AGIFM and sub-advised by PIMCO (‘‘Allianz Closed-End Funds’’). At its meeting on June 10, 2008, the newly-elected Board terminated the Fund’s existing investment management agreement and administrative services agreement (collectively, the ‘‘Prior Agreements’’) with PIMCO in light of PIMCO’s determination to exit the business of providing administrative services to closed-end funds. In addition, the Board of Directorsapproved changes to the management structure of the Fund, (the "Board of Directors" orincluding the "Board").Proposed Agreements, which would take effect after their approval by shareholders. The proxies are to be used at the Annual Meeting of Stockholders (the "Meeting") to be held at the offices of Pacific Investment Management Company LLC ("PIMCO"), the Fund's investment manager, located at 800 Newport Center Drive, 6th Floor, Newport Beach, California, 92660, on June 21, 2002 at 10:00 a.m. (Pacific time), and any adjournment(s) thereof, for action upon the matters set forth in the Notice of the Annual Meeting of Stockholders. This Proxy Statement and the enclosed form of Proxy were first mailed to stockholders on or about May 20, 2002. All shares represented by each properly signed proxy ("Proxy") received prior to the Meeting will be voted at the Meeting. If a stockholder specifies how the Proxy is to be voted on any of the business matters to come before the Meeting, it will be voted in accordance with the specification. If no specification is made, the Proxy will be voted FOR the election of the directors nominated by the Board of Directors (Proposal 1) and FOR the approval of a newalso approved an interim investment management agreement between the Fund and AGIFM (the ‘‘Interim Investment Management Agreement’’), an interim portfolio management agreement between AGIFM and PIMCO (Proposal 2). The Proxy may(the ‘‘Interim Portfolio Management Agreement’’) and an interim administrative services agreement between the Fund and AGIFM (the ‘‘Interim Administrative Services Agreement’’ and, together with the Interim Portfolio Management Agreement and the Interim Investment Management Agreement, the ‘‘Interim Agreements’’) to provide for management and administrative services of the Fund for a maximum of 150 days, pending shareholder approval of the Proposed Agreements.

If the Proposed Agreements are approved, the management and administrative services arrangements of the Fund will be revoked by a stockholder at any time priorconsistent with those of the other Allianz Closed-End Funds within the AGIFM fund complex, and are expected to its use by written noticeresult in greater efficiency and perhaps overall cost savings to the Fund over time.

The chart below is intended to help you understand the Prior Agreements, Interim Agreements and Proposed Agreements, how they differ and how management fees for the Fund would be reduced under the Interim Agreements and Proposed Agreements. Additional information about the agreements and about AGIFM and PIMCO may be found under ‘‘Information about AGIFM’’ and ‘‘Information about PIMCO’’ below.

Fund management and administrative services agreements


 Prior Agreements1Interim Agreements2Proposed Agreements2
Contractual
Arrangement
Investment
Management
Agreement
Administrative
Services
Agreement
Investment
Management
Agreement
Administrative
Services
Agreement
Portfolio
Management
Agreement
Investment
Management
Agreement
Portfolio
Management
Agreement
Service
Provider
PIMCOPIMCOAGIFMAGIFMPIMCOAGIFMPIMCO
Contractual
Fees
0.82%30.05%30.82%30.03%30.725%40.85%30.725%4
        
Total Advisory/ Administrative Fees Paid by the Fund0.87%0.85%0.85%
1Fees calculated based on the Fund’s average weekly net assets.
2Fees calculated based on the Fund’s average daily net assets.
3Paid by the Fund.
4Paid by AGIFM.


The solicitation will be primarily by submissionmail and the cost of a subsequent Proxy, orsoliciting proxies, as well as related out-of-pocket expenses, will be borne by voting in person at the Meeting. The representation in person or by proxy of at least a majority of the outstanding shares of common stockAGIFM. Certain officers of the Fund entitledand certain officers and employees of AGIFM or its affiliates (none of whom will receive additional compensation therefor) may solicit proxies by telephone, mail, e-mail and personal interviews. The Board has approved hiring The Altman Group to voteaid in the solicitation of instructions for registered and nominee accounts. The anticipated expenses of The Altman Group are expected to be between approximately $29,000 and $54,000.



PROPOSAL 1: APPROVAL OF THE INVESTMENT MANAGEMENT AGREEMENT

It is necessarycurrently contemplated that, upon shareholder approval of the proposed Investment Management Agreement, AGIFM will provide administrative services and oversight of the investment advisory services provided to constitute a quorum for transacting business at the meeting. For purposes of determining the presence of a quorum, abstentions, withheld votes or broker "non-votes" will be counted as present. Broker "non-votes" occur when the Fund receives a Proxy from a broker or nominee indicating that the broker or nominee does not have discretionary power to vote on a particular matter and that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote the shares represented by the Proxy. Proposal 1 requires,will delegate responsibility for the re-electiondaily provision of investment advisory services to PIMCO in accordance with the proposed Portfolio Management Agreement described in Proposal 2.

Although the Investment Management Agreement and election of the nomineesPortfolio Management Agreement are two separate contracts, neither agreement will become effective unless both agreements are approved by shareholders.

PIMCO previously served as manager to the Board of Directors, a plurality of the shares cast in the election of directors at the Meeting. See "Proposal 1--Required Vote." Proposal 2 requires, for the approval of a newFund pursuant to an investment management agreement dated June 21, 2002 and amended June 1, 2006 (the ‘‘Prior PIMCO Management Agreement’’). The Prior PIMCO Management Agreement was last approved by the affirmative voteBoard at a contract review meeting held on May 23, 2007, and was last submitted to the Fund’s shareholders for approval on June 21, 2002 in connection with the 2002 annual meeting of the holdersFund’s shareholders. PIMCO contemporaneously served as administrator to the Fund under an administrative services agreement dated June 21, 2002 (the ‘‘Prior PIMCO Administrative Services Agreement’’).

At a meeting on June 10, 2008, the Board terminated the Prior PIMCO Management Agreement and the Prior PIMCO Administrative Services Agreement, and appointed AGIFM to serve as manager to the Fund, effective immediately for an interim period of 150 days, pursuant to the Interim Investment Management Agreement. The terms of the Investment Management Agreement are substantially identical to those of the Prior PIMCO Management Agreement, with the exception of the addition of a "majorityprovision pursuant to which AGIFM may delegate responsibility for portfolio management of the outstanding voting securities"Fund to PIMCO under a separate portfolio management agreement. In addition, as described below, the Board approved the Interim Portfolio Management Agreement, pursuant to which PIMCO continues to provide day-to-day portfolio management services to the Fund. At the same meeting, the Board approved the Interim Administrative Services Agreement appointing AGIFM to serve as administrator to the Fund while the Interim Investment Management Agreement is in effect. The Interim Investment Management Agreement and the Interim Administrative Services Agreement are each in place and were each approved in anticipation of submitting to shareholders at the Special Meeting this Proposal 1 and Proposal 2 below to approve AGIFM as the Fund’s manager and PIMCO as the Fund’s sub-adviser on a continuing basis. Shareholders are not being asked to approve the Interim Agreements.

At the same meeting, the Board approved the Investment Management Agreement which would appoint AGIFM to serve as the Fund’s investment manager on a continuing basis (subject to the initial two-year term of the agreement as described below), subject to approval by the Fund’s shareholders at the Special Meeting. If the Investment Management Agreement is not approved by shareholders before the close of business on November 7, 2008, the Interim Investment Management Agreement will terminate, and the Fund’s Board will be unable, absent exemptive relief from the Securities and Exchange Commission (the ‘‘SEC’’), to enter into an additional temporary arrangement with AGIFM to ensure continuous management of the Fund’s assets. In that event, the Fund’s Board will take such action as it deems to be in the best interests of the Fund and its shareholders.

All Board approvals described above were made at in-person meetings called for such purpose and included separate approvals by the Directors each of whom is not an ‘‘interested person’’ (each, an ‘‘Independent Director’’ and together the ‘‘Independent Directors’’) as defined in the Investment Company Act of 1940, as amended (the "1940 Act"‘‘1940 Act’’). See "Proposal 2--Required Vote." Assuming a quorum is present, withheld votes and broker "non-votes" will not be counted in favor of or against, and will have no other effect on the voting on, Proposal 1. Assuming a quorum is present, abstentions and broker "non-votes" will have the same effect as a vote against Proposal 2. The cost of solicitation, including postage, printing and handling, will be borne by the Fund. The solicitation will be made primarily by mail, but may be supplemented by telephone calls, and personal interviews by officers, employees and agents



Description of the Fund. 1 At the close of business on April 30, 2002, the record date for the determination of stockholders entitled to vote at the Meeting (the "Record Date"), there were outstanding 34,185,526 shares of common stock. Each such share is entitled to one vote. As of the Record Date, Cede & Co., a nominee of Depository Trust Company ("DTC"), owned of record 33,206,203 shares of the Fund, or approximately 97% of the number of shares entitled to vote at the meeting. DTC is a securities depository for brokers, dealers and other institutional investors. Securities are so deposited for the purpose of permitting book entry transfers of securities among such investors. The Fund does not know the names of beneficial owners of the shares that have been deposited at DTC. As of the Record Date, all directors and officers as a group owned, beneficially, less than 1% of the outstanding shares of the Fund. ELECTION OF DIRECTORS (PROPOSAL 1) The Board of Directors currently consists of three classes of directors. Directors hold office for staggered terms of three years (or less if they are filling a vacancy) and until their successors are elected and qualified, or until their earlier resignation or removal. One class is elected each year to succeed the directors whose term is expiring. The current term of the Class II Directors expires at this year's Annual Meeting. The current terms of the Class I and Class III Directors will expire in 2004 and 2003, respectively, when their respective successors are elected and qualified. The Board of Directors has designated James M. Whitaker for re-election at the Meeting as a Class II director. Mr. Whitaker was re-elected to the Board of Directors by stockholders on August 26, 1999. If re-elected as a Class II director, Mr. Whitaker's term will expire at the Annual Meeting of Stockholders in 2005. The Board of Directors has designated Carter W. Dunlap, Jr. for election as a Class II director at the Meeting. If elected as a Class II director, Mr. Dunlap's term will expire at the Annual Meeting of Stockholders in 2005. The Board of Directors has designated Brent R. Harris for re-election as a Class III director at the Meeting. Mr. Harris was elected to the Board of Directors as a Class III director on February 8, 2002, to serve until the Meeting. If re-elected as a Class III director, Mr. Harris's term will expire at the Annual Meeting of Stockholders in 2003. Each of Francis E. Lundy and Gregory S. Young, Class I directors re-elected to the Board by stockholders on November 20, 2001, has a remaining term of approximately two years. Unless authority is withheld, it is the intention of the persons named in the enclosed Proxy to vote each Proxy for Messrs. Whitaker, Harris and Dunlap (the "Nominated Directors"). Each of the Nominated Directors has indicated he will serve if elected, but if he should be unable to serve, the Proxy holders may vote in favor of such substitute nominee as the Board of Directors may designate, or the Board of Directors may leave a vacancy in the Board. 2 The Fund pays each of its directors who were not "interested persons" under the 1940 Act (the "Disinterested Directors") $6,000 per year and $1,000 per meeting attended, and reimburses each such director for reasonable expenses incurred in connection with such meetings. The Fund's Articles of Incorporation provide that the Fund shall, to the extent permitted by law, indemnify each of its currently acting and former directors against any and all liabilities and expenses incurred in connection with their service in such capacities. The following table provides information concerning the directors and nominees.
Number of Portfolios in Fund Shares of Complex Common Stock Term of Overseen of the Fund Position(s) Office and by Director Other Directorships Held Beneficially Held with Length of Principal Occupation(s) or Nominee by Director or Nominee Owned as of Name, Address*, Age Fund Time Served During the Past 5 Years for Director for Director April 30, 2002** - ------------------- ----------- ----------- ----------------------- ------------ ------------------------ ---------------- Disinterested Directors Francis E. Lundy Director Since 2/94 Chairman and 1 Director, Industrialex 36,846 Age 64 President, Technical Manufacturing Corp. Instrument - San (coating and Francisco; Vice application techniques President, Zygo for electronics Corporation industry). (technology manufacturing and sales). James M. Whitaker Director, Since 2/94 Attorney at Law, sole 1 None None Age 59 Vice practitioner. Chairman of the Board Gregory S. Young Director Since 3/01 Principal, Teton 1 None None Age 45 Capital Management (private equity venture capital). Carter W. Dunlap, Jr. Nominee N/A Principal, Dunlap 1 None None Age 46 for Equity Management Director (investment advisory). - ------------------------------------------------------------------------------------------------------------------------------ Interested Director Brent R. Harris+ Director, Since 2/02 Managing Director 53 None None Age 42 Chairman, and Executive President Committee Member, PIMCO; and Board of Governors, Investment Company Institute.
3 - -------- * Unless otherwise indicated, the address of each director is 840 Newport Center Drive, Newport Beach, California 92660. ** Constituting in the aggregate less than 1% of the outstanding shares of the Fund. + Mr. Harris is an "interested person" of the Fund within the meaning of the 1940 Act due to his affiliation with PIMCO, the Fund's investment manager, as set forth above. For directors and nominees who are "interested persons" within the meaning of the 1940 Act, positions held with affiliated persons of the Fund (other than as set forth above) are listed in the following table.
Name of Director or Nominee Positions held with affiliated persons of the Fund - --------------------------- -------------------------------------------------- Brent R. Harris Trustee or Director (as applicable) and Chairman, three registered investment companies in the fund complex that includes funds advised by PIMCO and Allianz Dresdner Asset Management of America L.P. ("ADAM LP"), formerly PIMCO Advisors L.P. (the "PIMCO Fund Complex"); and Director and Vice President Stocks Plus Management, Inc.
For directors and nominees, the following table states the dollar range of equity securities beneficially owned by the director or nominee in the Fund and, on an aggregate basis, in any registered investment companies overseen or to be overseen by the director or nominee in the "family of investment companies."
Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Director or Dollar Range of Equity Nominee in Family of Investment Name of Director or Nominee Securities in the Fund* Companies* - --------------------------- ----------------------- -------------------------------- Disinterested Directors Francis E. Lundy (greater than)$100,000 (greater than)$100,000 James M. Whitaker None None Gregory S. Young None None Carter W. Dunlap, Jr. None None - ------------------------------------------------------------------------------------ Interested Director Brent R. Harris None (greater than)$100,000
- -------- * Securities are valued as of April 30, 2002. 4 For directors and nominees who are not "interested persons" with the meaning of the 1940 Act, the following table provides information concerning the beneficial ownership of the director or nominee and his immediate family members in securities of PIMCO or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with PIMCO.
Name of Owners and Relationships to Director Value of Name of Director or Nominee or Nominee Company Title of Class Securities Percent of Class - --------------------------- ------------- ------- -------------- ---------- ---------------- Francis E. Lundy N/A N/A N/A N/A N/A James M. Whitaker N/A N/A N/A N/A N/A Gregory S. Young N/A N/A N/A N/A N/A Carter W. Dunlap, Jr. N/A N/A N/A N/A N/A
The following table provides information about compensation received by directors during the fiscal year ended January 31, 2002.
Total Pension or Estimated Compensation Retirement Annual From Fund Aggregate Benefits Accrued Benefits and Fund Compensation as Part of Fund Upon Complex Paid Name of Person, Position From Fund Expenses Retirement to Directors ------------------------ ------------ ---------------- ---------- ------------ Disinterested Directors Francis E. Lundy $17,500 None None $17,500 James M. Whitaker $17,500 None None $17,500 Gregory S. Young $17,500 None None $17,500 ------------------------------------------------------------------------------ Interested Director Brent R. Harris N/A* N/A N/A N/A
- -------- * Mr. Harris did not serve as a Director or officer of the Fund during the fiscal year ended January 31, 2002. In addition, pursuant to the investment management agreement between the Fund and PIMCO, PIMCO compensates those directors who are affiliated persons of PIMCO. Board Committees and Meetings. The Board of Directors has a standing Audit Oversight Committee. The responsibilities of the Audit Oversight Committee include reviewing and making recommendations to the Board concerning the Fund's financial and accounting reporting procedures and selection of the Fund's independent auditors. The Audit Oversight Committee meets with the Fund's independent auditors, reviews the Fund's financial statements and generally assists the Board in fulfilling its responsibilities relating to corporate accounting and reporting practices. The members of the Audit Oversight Committee include only Disinterested Directors. The Audit Oversight Committee currently consists of Messrs. Lundy, Whitaker and Young (Chairman). Each member of the Audit Oversight Committee is "independent" as defined in Sections 303.01(B)(2)(a) and (3) of the listing standards of the New York Stock Exchange, on which shares of the Fund's common stock are listed. The Board of Directors has adopted a written charter for the Audit Oversight Committee, a copy of which was included in the proxy statement for the 2001 Annual Meeting of Stockholders. The report of the Audit Oversight Committee, dated March 19, 2002, is attached to this Proxy Statement as Appendix B. 5 The Board has a Nominating Committee composed solely of Disinterested Directors. The Nominating Committee is responsible for reviewing candidates to fill vacancies on the Board. The Nominating Committee will review nominees recommended by stockholders. Such recommendations should be submitted in writing to Garlin G. Flynn, Secretary to the Fund, at the address of the principal executive offices of the Fund, with a copy to J.B. Kittredge at Ropes & Gray, One International Place, Boston, Massachusetts 02110-2624. The Board has a Fair Valuation Committee, whose sole member is Brent R. Harris. The Fair Valuation Committee is responsible for overseeing the implementation by the investment manager of the Fund's policies and procedures for fair valuing securities for which market quotations are not readily available. With respect to the fiscal year ended January 31, 2002, the Board of Directors held four regular meetings and six special meetings. The Audit Oversight Committee met three times in separate session during the fiscal year ended January 31, 2002. The Nominating Committee met once in separate session during the fiscal year ended January 31, 2002. The Fair Valuation Committee was established by the Board in December 2001 and held no meetings during the fiscal year ended January 31, 2002. Each director serving during the fiscal year ended January 31, 2002 attended at least 75% of the regular and special meetings of the Board and meetings of the committees on which such director served. During the fiscal year ended January 31, 2002, Mr. Lundy was a director of a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act") or subject to the requirements of Section 15(d) of the 1934 Act or a company registered as an investment company under the 1940 Act (other than the Fund). Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the 1934 Act requires the Fund's officers and directors and certain other persons to file timely certain reports regarding ownership of, and transactions in, the Fund's securities with the Securities and Exchange Commission. Copies of the required filings must also be furnished to the Fund. Based solely on its review of such forms received by it, or written representations from certain reporting persons, the Fund believes that during the fiscal year ended on January 31, 2002, all applicable Section 16(a) filing requirements were met. Required Vote. Reelection and election of the nominees to the Board of Directors (Proposal 1) will require the affirmative vote of a plurality of the votes cast in the election of directors at the Meeting, in person or by proxy. The Board of Directors of the Fund Unanimously Recommends That You Vote FOR Proposal 1. 6 APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE FUND AND PIMCO (PROPOSAL 2) Stockholders of the Fund are being asked to approve a new investment management agreement between the Fund and PIMCO (the "New Investment Management Agreement"), which would take effect following its approval by stockholders and upon its execution by the parties. The New Investment Management Agreement would have an initial term of two years following its execution, continuing in effect thereafter from year to year if its continuance is approved at least annually in accordance with relevant provisions of the 1940 Act. Termination of the Prior Investment Management Agreement. The Fund was previously a party to an investment management agreement with Dresdner RCM Global Investors LLC ("Dresdner RCM"), dated November 20, 2001 (the "Prior Investment Management Agreement"). On December 17, 2001, the Board of Directors of the Fund, including the Disinterested Directors, unanimously approved the continuance of the Prior Investment Management Agreement until March 31, 2002. The Prior Investment Management Agreement was last submitted to a vote of, and approved by, stockholders of the Fund on November 20, 2001, in connection with a change in control of Dresdner RCM that, pursuant to the 1940 Act, had resulted in the "assignment" and automatic termination of the investment management agreement between the Fund and Dresdner RCM that had been in effect immediately prior to such change in control. In December 2001, Dresdner RCM informed the Board of Directors of the Fund that, effective March 31, 2002, Dresdner RCM would discontinue its fixed-income portfolio management operations in its San Francisco office, and notified the Fund that it proposed to terminate the Prior Investment Management Agreement on or prior to that date. Dresdner RCM also informed the Board that it was proposing that PIMCO assume management of its fixed-income clients, including the Fund. PIMCO, a majority-owned subsidiary of Allianz Aktiengesellschaft ("Allianz AG"), became an affiliate of Dresdner RCM following Allianz AG's acquisition of substantially all of the outstanding shares of capital stock of Dresdner Bank AG ("Dresdner Bank"), the parent company of Dresdner RCM, on July 23, 2001. The Prior Investment Management Agreement under which Dresdner RCM provided advisory services to the Fund terminated as of the close of business on February 8, 2002. The Fund is currently operating under an Interim Investment Management Agreement (as defined below) with PIMCO. Directors' Consideration and Approval ofthe Interim and NewAdministrative Services Agreement

Services.    The Interim Investment Management Agreements. The acquisitionAgreement provides that, subject to the direction and oversight of Dresdner Bank by Allianz AG resulted in duplicative fixed-income portfolio management capabilities in the combined firm. Dresdner RCM and the Board ofFund’s Directors, explored a number of options to resolve this redundancy while still having Dresdner RCM's fixed-income management personnel (the "Fixed-Income Team") continueAGIFM will have full discretionary authority to manage the Fund, including a proposed joint venture amonginvestment and reinvestment of the Fixed-Income TeamFund’s assets and various other entities.to provide investment research advice and supervision of the Fund’s portfolio in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s registration statements on file with the SEC. The Disinterested Directors met separately with counsel on October 4, October 16, October 24, October 29,scope and November 20, 2001 to consider these options. Upon being notified by Dresdner RCM that nonequality of these proposed options was viable and that it intended to terminate the Priorservices provided under this Interim Investment Management Agreement are at least equivalent to those provided by PIMCO under the BoardPrior PIMCO Management Agreement. AGIFM will provide such services in compliance with the provisions of Directors considered alternative advisory arrangementsthe Fund’s Articles of Incorporation and Bylaws.

Compensation.    As compensation for its services rendered and for the Fund, including the proposal that PIMCO 7 succeed Dresdner RCM as investment manager. To assist their deliberations, the Disinterested Directors enlisted the services of an independent consultant to gather comparative data concerning advisory fees and administrative expenses paidborne by investment companies similar to the Fund and reviewed the consultant's findings. On December 11 and December 21, 2001, the Disinterested Directors requested in writing that PIMCO provide certain materials and information that the Board considered reasonably necessary to evaluate the proposed investment management contract. On December 17, 2001 and February 1, 2002, the Board of Directors met in person and considered the proposal that PIMCO serve as investment manager to the Fund. At these meetings, the Board interviewed various representatives of PIMCO and reviewed written materials supplied by PIMCO concerning the firm's structure, investment management operations, investment advisory and administrative personnel, and experience and performance as a fixed-income investment manager. The Board also considered the levels of fees paid by other fund clients of PIMCO and PIMCO's proposal to perform additional services for total fees that were less than those charged by Dresdner RCM. On February 1, 2002, the Board, including the Disinterested Directors, unanimously approved, pursuant to Rule 15a-4AGIFM under the 1940 Act, an interim investment management agreement between the Fund and PIMCO (the "Interim Investment Management Agreement"), which became effective as of the close of business on February 8, 2002 (the "Effective Date"). In approving the Interim Investment Management Agreement, the Board determined that, becauseFund pays AGIFM a monthly fee computed at the terms and conditionsannual rate of 0.82% of the Interim andFund’s average daily net assets.1 Under the Prior InvestmentPIMCO Management Agreements are identical (other than their effective and expiration dates,Agreement, the lower rate ofFund paid compensation payable to PIMCO and certain provisions required by Rule 15a-4),at the scope and quality of servicessame annual rate, but calculated based on the Fund’s average net assets as measured weekly. To the extent that PIMCO would provide for the Fundcompensation is calculated differently under the Interim Investment Management Agreement, AGIFM has committed to reimburse the Fund for any amount by which fees under the Interim Investment Management Agreement exceed the amount the Fund would be at least equivalent to the scope and quality of services that were providedhav e paid under the Prior PIMCO Management Agreement.

Termination/Amendment.    The Interim Investment Management Agreement. On February 1, 2002,Agreement provides that it will, unless sooner terminated in accordance with its terms, continue in effect (i) for 150 days, or (ii) until the Board also approvedeffective date of the Investment Management Agreement, if earlier. It may not be amended without a vote of the majority of the Fund’s outstanding voting securities. The Interim Investment Management Agreement may be terminated by the Fund, without the payment of any penalty, at any time by a vote of either a majority of the Directors or by the affirmative vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) on not more than sixty (60) days’ written notice to AGIFM, and may be terminated by AGIFM, without the payment of any penalty, at any time on not more than sixty (60) days’ written notic e to the Fund. The Interim Investment Management Agreement will terminate automatically in the event of its assignment.

Liability.    The Interim Investment Management Agreement provides that AGIFM will not be subject to any liability to the Fund or to any Fund shareholders for any error of judgment, mistake of law, or any loss suffered by the Fund or any Fund shareholders in connection with any act or omission in the performance of its obligations to the Fund or to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under the agreement.

The Interim Administrative Services Agreement.    Under the Interim Administrative Services Agreement, (as defined below), which became effective onAGIFM is responsible for providing all management and administrative services reasonably necessary for the Effective Date. See below, "Interim and New Administrative Services Agreements." On March 19, 2002, the Board of Directors, including the Disinterested Directors, met in person and unanimously approved the New Investment Management Agreement with PIMCO, which would take effect after its approval by stockholdersoperation of the Fund, other than those management and upon its execution by the parties and would have an initial term of two years, continuing thereafter from year to year if its continuance is approved at least annually in accordance with relevant provisions of the 1940 Act. Prior to this meeting, the Disinterested Directors requested in writing that PIMCO provide certain information concerning projected annual expenses of the Fund under the New Investment Management Agreement to supplement the informationadministrative services provided by PIMCO in connection with the Board's approval of the Interim Investment Management Agreement. In approving the New Investment Management Agreement, the Board considered PIMCO's experience as a fixed-income investment manager and the nature and quality of the investment management and non-investment services expected to be rendered to the Fund by PIMCO. The Board also reviewed and considered the qualifications and experience of those employees of PIMCO who would manage the Fund's assets; the terms of the New Investment Management Agreement, including the fact that the rate of compensation payable to PIMCO for advisory services would be lower than the rate of compensation paid under the Prior Investment Management Agreement; the report of the special consultant 8 to the Disinterested Directors concerning advisory fees payable by comparable funds; the projected overall annual expenses of the Fund under PIMCO management, as compared to the actual overall expenses of the Fund during the last fiscal year; and the benefits accruing to PIMCO as a result of its affiliation with the Fund. As a result of its investigation and deliberations, the Board of Directors, including the Disinterested Directors, voted unanimously on March 19, 2002 to approve the New Investment Management Agreement with PIMCO and to recommend it for the approval of stockholders at the Meeting. Since the Effective Date, PIMCO has provided investment advisory services to the FundAGIFM under the Interim Investment Management Agreement, and has been compensated at an annual rate equalthe custody and transfer agency services provided to 0.85%the Fund by State Street Bank & Trust Co. and PFPC Inc., respectively. The scope and quality of the Fund's average daily net assets for such services. Pursuantservices provided under this agreement are at least equivalent to Rule 15a-4, any advisory fees thatthe services provided under the Prior PIMCO Administrative Services Agreement. The

1‘‘Average daily net assets’’ means the average daily value of the Fund’s assets less its liabilities.


Interim Administrative Services Agreement may be earned by PIMCO under the Interim Investment Management Agreement will be placed in an interest-bearing escrow account with the Fund's custodian or a bank and will be fully paid to PIMCO only upon stockholder approval of the New Investment Management Agreement. If the New Investment Management Agreement is not approved by stockholders, PIMCO will be paid, out of the escrow account, the lesser ofterminated at any costs incurred in performing under the Interim Investment Management Agreement (plus interest earned on that amount while in escrow) or the total amount in the escrow account (plus interest earned). In addition, the Interim Investment Management Agreement is terminable,time, without the payment of any penalty, by a vote of the Board of Directors or a "majoritymajority of the outstanding voting securities of the Fund" as defined in or by a vote of a majority of the 1940 Act, upon 10 calendar days'Directors on not more than 60 days’ written notice to PIMCO. The Interim Investment Management Agreement will remain in effect until the earlier of (i) 150 days following the Effective Date, unless terminated sooner in accordance with Rule 15a-4,AGIFM, or (ii) the date that stockholders of the Fund have approved, and the parties have executed, the New Investment Management Agreement. Interim and New Administrative Services Agreements. In connection with its approval of the Interim Investment Management Agreement, the Board of Directors also voted unanimously to terminate the administration agreement, dated as of February 24, 1994 (the "Prior Administration Agreement"), between the Fund and State Street Bank and Trust Company ("State Street"), pursuant to which State Street provided certain administrative servicesby AGIFM on 60 days’ written notice to the FundFund. As compensation for its services rendered and was compensated as follows: 0.06% onfor the first $250 million of the Fund's average daily net assets, 0.03% of the next $250 million of average daily net assets and 0.01% on average daily net assets in excess of $500 million; and an annual accounting fee of $90,000. At the Fund's net assets of $382,831,054 on January 31, 2002, this formula would have resulted in an effective fee of approximately 0.07% per annum of the Fund's net assets. The Board unanimously approved an interim administrative services agreement between the Fund and PIMCO (the "Interim Administrative Services Agreement"), which became effective on the Effective Date, pursuant to which PIMCO would provide substantially the same administrative services which State Street providedexpenses borne by AGIFM under the Prior Administration Agreement and be compensated at an annual rate equal to 0.05% of the Fund's net assets. On March 19, 2002, the Board of Directors unanimously approved a new administrative services agreement between the Fund and PIMCO (the "New Administrative Services Agreement") to become effective on the effective date of the New Investment Management Agreement. See below, "Additional Information - Administrator and Custodian." The terms of the New Administrative Services Agreement, including the scope of services provided and the rate of compensation, are identical to the terms of the Interim Administrative Services Agreement, with the exceptionFund pays AGIFM a monthly fee computed at the annual rate of its effective date and its term. 9 0.03% of the Fund’s average daily net assets, which is lower than the rate previously paid under the Prior PIMCO Administrative Services Agreement, which was 0.05% of the Fund’s average weekly net assets.

Description of the Prior and NewProposed Investment Management Agreements. The provisionsAgreement

At an in-person meeting held on June 10, 2008, the Board of Directors, including the Independent Directors, approved, subject to the approval of shareholders of the NewFund, the proposed Investment Management Agreement that is being submitted for stockholder approval are substantially the same as those of the Prior Investment Management Agreement, except for its effective date and term, the rate of compensation payable to PIMCO for advisory services thereunder (which is lower that the rate of compensation that was payable to Dresdner RCM under the Prior Investment Management Agreement), a provision permittingbetween the Fund to use the name "PIMCO" during the term of the agreement and certain differences deemed by the Board to be immaterial. The description of the New Investment Management Agreement set forth below is qualified in its entirety by the provisions of the New Investment Management Agreement,AGIFM, a form of which is attached to this Proxy Statement as Appendix A. As usedExhibit A. The description of the Proposed Investment Management Agreement below is qualified in its entirety by reference to the term "Investment Manager" means,actual terms of the Agreement in Exhibit A. The Investment Management Agreement generally incorporates the services provided to the Fund under both the Interim Investment Management Agreement and the Interim Administrative Services Agreement and would replace the two a greements with a single agreement.

Effective Date.    If both the Investment Management Agreement and the Portfolio Management Agreement (described below) are approved by shareholders, they each would take effect as soon as practicable after the Special Meeting.

Services.    Under the terms of the Investment Management Agreement, AGIFM shall, subject to the supervision of the Board of Directors, furnish continuously an investment program for the Fund, make investment decisions on behalf of the Fund, place all orders for the purchase and sale of portfolio securities, and provide administrative services reasonably necessary for the operation of the Fund, including but not limited to furnishing office space and equipment, providing bookkeeping and clerical services (excluding determination of net asset value and shareholder accounting services) and paying all salaries, fees and expenses of the officers and Directors of the Fund who are affiliated with AGIFM. The Investment Management Agreement provides that AGIFM may, at its expense, select and contract with portfolio managers for the Fund, in which case the ob ligation of AGIFM under the Investment Management Agreement with respect to the Prior Investment Management Agreement, Dresdner RCM, and with respect to the New Investment Management Agreement, PIMCO. Under the Prior and New Investment Management Agreements, the Investment Manager furnishes investment management services toof the Fund subjectwill be to determine and review with the provisionsportfolio manager the investment policies of the 1940 ActFund, and the Fund'sportfolio manager shall have the obligation of furnishing continuously an investment objectives, policies, proceduresprogram and making investment restrictions. Such services include: (a) managing the investment and reinvestment of the Fund's assets, (b) providing investment research advice and supervisiondecisions for the Fund, in accordance with the Fund'sadhering to applicable investment objectives, policies and restrictions, (c) furnishing suitable office spaceand placing all orders for the purchase and sale of portfolio securities and other investments for the Fund. AGIFM (and not the Fund) would be responsible for compensating any such portfolio manager under the Investment Management Agreement.

[The provisions of the Investment Management Agreement that relate to investment management services provide for services at least equivalent in scope and quality and are otherwise substantially similar to the Interim Investment Management Agreement and to the Prior PIMCO Management Agreement. The provisions of the Investment Management Agreement that relate to AGIFM’s provision of administrative services to the Fund provide for services at least equivalent in scope and quality and are otherwise substantially similar to both the Prior PIMCO Administrative Services Agreement and the Interim Administrative Services Agreement.]

Compensation.    As compensation for AGIFM’s services rendered, and for the facilities furnished and for the expenses borne by AGIFM, the Fund will pay AGIFM a fee, accrued daily and paid



monthly, at the annual rate of 0.85% of the average daily net assets of the Fund under the Investment Management Agreement. Under the Prior Agreements with PIMCO, the Fund paid PIMCO a monthly investment management fee at an annual rate of 0.82% based on average weekly net assets of the Fund, and (d) maintaining booksa monthly administration fee at an annual rate of 0.05% based on the average weekly net assets of the Fund, for a total of 0.87% for investment management and recordsadministrative services. Under the Interim Agreements, the Fund pays AGIFM a 0.82% investment management fee and a 0.03% administrative fee based on average daily net assets, for a total of 0.85%. Accordingly, because the Fund would receive all necessary administrative services under the Proposed Agreements and would no longer pay a separate administration fee, if Proposals 1 and 2 are approved by shareholders, the Fund will pay approximately 0.02% less for administration and investment management services than under the Prior Agreements with respect to the Fund's portfolio transactions. The PriorPIMCO. See &lsquo ;‘Description of Interim Investment Management Agreement whose term would otherwise have expired on March 31, 2002,and Interim Administrative Services Agreement’’ above.

The following table provides a comparison of the aggregate fees paid to PIMCO under the Prior PIMCO Management Agreement and PIMCO Administrative Services Agreement to the aggregate fees PIMCO would have continuedreceived if it had been paid at an annual rate of 0.85% for management and administrative services:


Aggregate fee paid to PIMCO under Prior PIMCO Management Agreement for fiscal year ended January 31, 2008 (at annual rate
of 0.82%)
$3,076,224
Aggregate fee paid to PIMCO under Prior PIMCO Administrative Services Agreement for fiscal year ended January 31, 2008 (at annual rate of 0.05%)$187,575
Aggregate Fee PIMCO would have been paid at an annual rate of 0.85% (including fee for administrative services)$3,188,769
Difference between the fees (stated as a percentage)3.66

The following table sets forth the fees paid by the Fund during the last fiscal year, broken out by category of service and the annual expenses expected to be paid under the Investment Management Agreement:

Annual Fund Operating Expenses and Pro Forma Expenses (as a Percentage of Net Assets)


 Fiscal Year Ended
1/31/08 Under the
Prior Agreements
Expected Under Proposed
Investment Management
Agreement
Management Fees0.820.85%1 
Interest Payments on Borrowed Funds4.414.41
Other Expenses0.25%2 0.20
Total Annual Expenses5.485.46
1The Adviser provides administrative services under the New Investment Management Agreement.
2Includes fees of 0.05% for administrative services paid to PIMCO.

Termination.    The Investment Management Agreement will remain in full force and effect as to the Fund, unless terminated, for an initial two-year period and subject thereafter from year to year if its continuance were approved at least annually (i)annual approval in accordance with the 1940 Act (i.e., approval by the Board of Directors, or a majority of the Fund’s outstanding voting securities and, in either event, by the vote ofcast in person by a majority of outstanding voting securitiesthe



Independent Directors of the Fund). It can also be terminated without penalty at any time (i) by the Fund and (ii)(either by vote of a majority of the Disinterested DirectorsFund’s outstanding voting securities or by vote of a majority of Directors); or (ii) by AGIFM, on sixty (60) days’ written notice delivered to the other party. Additionally, the Investment Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Liability.    The Investment Management Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of AGIFM, or reckless disregard of its obligations and duties under the Investment Management Agreement, AGIFM will not be subject to any liability to the Fund, or any shareholder, officer, partner or Director thereof, for any act or omission in the course of, or in connection with, rendering services under the Investment Management Agreement.

PROPOSAL 2: APPROVAL OF THE PORTFOLIO MANAGEMENT AGREEMENT

PIMCO, an affiliate of AGIFM, has served as the Fund’s investment manager and directly provided all investment management services to the Fund since February 8, 2002 under the Prior PIMCO Management Agreement described above under ‘‘Proposal 1: Approval of the Investment Management Agreement.’’ As described in the proxy statement to the Fund shareholders dated May 13, 2008, PIMCO has determined to exit the business of providing administrative services to closed-end funds. PIMCO continues to provide portfolio management services to the Fund under the Interim Portfolio Management Agreement. While under Proposal 1 the Fund would contract with AGIFM for investment management services, the proposed Investment Management Agreement permits AGIFM to appoint portfolio managers to provide day-to-day portfolio management services. If the Investment Management Agreement is approved, AGIFM would enter into the Portfolio Manag ement Agreement with PIMCO by which PIMCO would continue to provide day-to-day portfolio management services on behalf of the Fund.

At a meeting of the Fund’s Board of Directors on June 10, 2008, the Board, including the Independent Directors, approved the Interim Portfolio Management Agreement according to which AGIFM has delegated certain investment management responsibilities under the Interim Investment Management Agreement to PIMCO as portfolio manager. The Interim Portfolio Management Agreement became effective on June 10, 2008 for an interim period of 150 days. The Interim Portfolio Management Agreement was approved in anticipation of submitting this Proposal to shareholders at the Special Meeting to approve the appointment of PIMCO as the Fund’s Portfolio Manager on a continuing basis. Shareholders are not being asked to approve the Interim Agreements.

At the same meeting, the Board, including the Independent Directors, also approved the Portfolio Management Agreement appointing PIMCO as the Fund’s portfolio manager on a continuing basis (subject to the initial two-year term of the agreement as described below), subject to approval by the Fund’s shareholders at the Special Meeting. If the Portfolio Management Agreement is not approved by shareholders by November 7, 2008, the Interim Portfolio Management Agreement will terminate on that date, and AGIFM will be unable to enter into an additional temporary arrangement with PIMCO to ensure continuous management of the Fund’s assets, absent exemptive relief from the SEC. In that event, the Fund’s Board will take such action as it deems to be in the best interests of the Fund and its shareholders.

Although the Investment Management and Portfolio Management Agreements are two separate contracts, neither agreement will become effective unless both agreements are approved by shareholders.



Description of the Interim Portfolio Management Agreement

Services.    The Interim Portfolio Management Agreement provides that, subject to the direction and oversight of the Fund’s Directors and of AGIFM as interim investment manager, PIMCO will furnish continuously an investment program for the Fund and will make all related investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and all other investments.

Compensation.    As compensation for its services rendered and for the expenses borne by PIMCO, AGIFM (and not the Fund) pays PIMCO a fee accrued daily and paid monthly at the annual rate of 0.725% of the Fund’s average daily net assets.

Termination/Amendment.    The Interim Portfolio Management Agreement provides that it will, unless sooner terminated in accordance with its terms, continue in effect (i) for 150 days, or (ii) until the effective date of the proposed Investment Management Agreement, if earlier. The agreement may not be materially amended unless such material amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, (the conditions in (i) and (ii) together referred to below as the "1940 Act Continuation Requirements"). The New Investment Management Agreement would take effect after its approval byof a majority of outstanding voting securities of the Fund and its execution by the parties and would have an initial term of two years from the date of such execution, continuing in effect thereafter from year to year if its continuance were approved at least annually in accordance with the 1940 Act Continuation Requirements.Independent Directors. The Prior Investment Management Agreement could have been, and the New InvestmentInterim Portfolio Management Agreement may be terminated (i) at any time,by the Fund, without the payment of any penalty, at any time by a vote of either bya majority of the Board of Directors or by the affirmative vote of a majority of the outstanding voting securities of the Fund on 60 days'sixt y (60) days’ written notice to PIMCO. In addition, the agreement may be terminated by AGIFM, without the payment of any penalty, at any time on sixty (60) days’ written notice to PIMCO, and it may be terminated by PIMCO, without the payment of any penalty, at any time on sixty (60) days’ written notice to the Investment Manager, or (ii) by the Investment Manager on 60 days' written noticeFund and to the Fund. Each of the Prior and New InvestmentAGIFM. The Interim Portfolio Management Agreements wouldAgreement will terminate automatically in the event of its "assignment" (as definedassignment.

Liability.    The Interim Portfolio Management Agreement provides that AGIFM will not be subject to any liability arising out of any services rendered by it under the Interim Portfolio Management Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the 1940 Act). Underperformance of its duties, or by reason of reckless disregard of its obligations and duties thereunder.

Description of the PriorProposed Portfolio Management Agreement

The proposed Portfolio Management Agreement between AGIFM and PIMCO, according to which AGIFM would delegate certain of its investment management responsibilities to PIMCO as portfolio manager to the Fund on a continuing basis, was unanimously approved by the Board of Directors, including the Independent Directors, at an in-person meeting held on June 10, 2008, subject to the approval of shareholders of the Fund. The form of the Portfolio Management Agreement is attached to this Proxy Statement as Exhibit B. The description of the Portfolio Management Agreement below is qualified in its entirety by reference to the actual terms of the Agreement in Exhibit B.

Effective Date.    If both the Portfolio Management Agreement and Investment Management Agreement are approved by shareholders, they would take effect as soon as practicable after the Special Meeting.

Services.    The provisions of the Portfolio Management Agreement are substantially similar to the Interim Portfolio Management Agreement between AGIFM and PIMCO now in effect. Under the terms of the Portfolio Management Agreement, PIMCO will, subject to the supervision of the Board of Directors and of AGIFM, furnish continuously an investment program for the Fund, paid Dresdner RCMmake all



related investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and all other investments. PIMCO will be responsible for daily monitoring of the investment activities and portfolio holdings of the Fund in connection with the Fund’s compliance with its investment objective, policies and restrictions. The same team of investment professionals at PIMCO will continue to manage the Fund’s investment portfolio and, as such, it is not expected that the day-to-day portfolio management services will change.

Compensation.    As compensation for PIMCO’s services rendered under the Portfolio Management Agreement, and for the expenses borne by PIMCO, AGIFM (and not the Fund) will pay PIMCO a fee calculatedaccrued daily and paid monthly, at anthe annual rate equal to 0.95%of 0.725% of the Fund's average daily net assets. In addition, in connection with the recent merger of Dresdner RCM Global Strategic Income Fund, Inc. into the Fund (the "Merger"), which closed on January 18, 2002, the Fund entered into an agreement with Dresdner RCM whereby Dresdner RCM would (i) waive its advisory fee in excess of a rate of 0.75% per annum on those net assets of the Fund followingFund. This fee is identical to the Merger that exceeded the Fund's pre-Merger net asset level (resulting in an effective advisory fee AGIFM pays to PIMCO under the PriorInterim Portfolio Management Agreement.

Termination/Amendment.    The Portfolio Management Agreement will remain in full force and effect as to the Fund, unless terminated, for an initial two-year period and subject thereafter to annual approval in conformity with the 1940 Act (i.e., approval by the Board of Directors, or a majority of the Fund’s outstanding voting securities and, in either event, by the vote cast in person by a majority of the Independent Directors). It may be terminated by the Fund either by vote of a majority of the Directors, or by the affirmative vote of a majority of the outstanding voting securities of the Fund, without the payment of any penalty, at any time by written notice to AGIFM and PIMCO. AGIFM may at any time terminate the Agreement by not less than 60 days’ written notice to PIMCO, and PIMCO may at any time terminate this Agreement by not less than 60 days’ written notice to the Fund and AGIFM. The Agreement shall not be materially amended unless such material amendment is approved at a meeting by the affirmative vote of a majority of the outstanding voting securities of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Independent Directors of the Fund or of the Manager or the PIMCO. Additionally, the Portfolio Management Agreement will terminate automatically in the event of its assignment.

Liability.    The Portfolio Management Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of PIMCO, or reckless disregard of its obligations and duties under the Investment Portfolio Agreement, PIMCO will not be subject to any liability to the Manager, to the Fund, or to any shareholder, officer, director, partner or Director thereof, for any act or omission in the course of, or in connection with, rendering services under the Portfolio Management Agreement.

Directors’ Considerations Related to the Proposed Investment Management Agreement i.e., fees divided by netand Portfolio Management Agreement

At an in-person meeting on June 10,  assets,2008, the Board, including all of approximately 0.93% at current asset levels),the Independent Directors, approved AGIFM as the Fund’s new investment manager and (ii) waive that portionadministrator, and PIMCO as the Fund’s new portfolio manager, on an interim basis. At the same meeting, the Board, including all of its advisory fee during the first year followingIndependent Directors, also approved AGIFM as investment manager and PIMCO as portfolio manager to serve for an initial two-year term pursuant to the Merger as might be necessary to ensure that the Fund's total operating expenses during that period, plus nonrecurring Merger-related expenses, would be at least $75,000 less than what these expenses were projected to be using an estimated expense ratio computed on the assumption that the Merger had not occurred. Under the New Investment Management Agreement and Portfolio Management Agreement, subject to shareholder approval. The information, material factors and conclusions that formed the basis for the Board’s approvals are described below.

Information Received

Materials Reviewed.    The Board received a wide variety of materials relating to the services to be provided by AGIFM and PIMCO under the Proposed Agreements. The Board considered



information relating to the nature, extent and quality of services to be offered by AGIFM and PIMCO under the Proposed Agreements, and the historical investment performance of funds serviced by AGIFM and PIMCO. The Board also considered matters relating to Fund operations, including the Fund’s compliance program, shareholder services, valuation and custody, and other information. In considering whether to approve the Proposed Agreements, the Board also reviewed supplementary information, including comparative industry data provided by Lipper Inc. with regard to investment performance, advisory fees and expenses, financial and profitability information regarding AGIFM and PIMCO, and information about the personnel who would be providing investment management and administrative services to the Fund.

Review Process.    In connection with the approval of the Proposed Agreements, the Board reviewed written materials prepared by AGIFM and PIMCO in response to requests from counsel to the Independent Directors. The Board also received assistance and advice regarding applicable legal standards from Fund counsel, and reports prepared by AGIFM and PIMCO containing comparative performance and expense ratio information. The Board also heard oral presentations on matters related to the Proposed Agreements and the Directors met as a full Board and the Independent Directors met separately, without management present, with counsel to the Independent Directors. The Board's conclusions as to the approval of the Proposed Agreements were based on a comprehensive consideration of all information provided to the Board and not the result of any single factor. Some o f the factors that figured particularly in the Board's deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.

Nature, Extent and Quality of Services

Personnel and Resources.    The Board considered the depth and quality of PIMCO’s investment management process, including: its global research capabilities; the experience, capability and integrity of senior management and other personnel; the low turnover rates of key personnel; the overall financial strength and stability of its organization; and the ability of its organizational structure to address the recent growth in assets under management. The Board also considered that PIMCO makes available to its investment professionals a variety of resources and systems relating to investment management, compliance, trading, performance and portfolio accounting. The Board considered PIMCO’s commitment to investing in information technology supporting investment management and compliance, as well as PIMCO’s continuing efforts to attract and retain qualified personnel and to maintain and enhance its resources and systems. The Board also considered that the portfolio management personnel at PIMCO who manage the day-to-day investment decisions for the Fund would pay PIMCO a fee calculated weeklycontinue to do so under the Portfolio Management Agreement.

Other Services.    The Board considered each of AGIFM’s and paid monthly at an annual rate equalPIMCO’s policies, procedures and systems to 0.85%ensure compliance with applicable laws and regulations and their commitment to these programs; their anticipated efforts to keep the Directors informed about matters relevant to the Fund and its shareholders; and their attention to matters that may involve conflicts of interest with the Fund. The Board also considered the terms of each of the Fund's average weekly net assets. Fees recorded for advisoryProposed Agreements, the nature, extent, quality and cost of the services to be provided by Dresdner RCMAGIFM to the Fund under the Prior Investment Management Agreement, forand the fiscal year ended January 31, 2002 were $3,237,628. Neither Dresdner RCM nor any person affiliated with Dresdner RCM received any other fees fromnature, extent, quality and cost of the Fund for services to be provided by PIMCO to the Fund duringunder the fiscal year ended January 31, 2002. HadPortfolio Management Agreement. The Board also considered whether the termsservices to be provided under the Proposed Agreements would result in bette r utilization of the Newmanagement resources offered by AGIFM and its affiliates and would relieve PIMCO of administrative burdens, thus freeing the resources of PIMCO to focus on the portfolio management of



the Fund. In addition, the Board considered AGIFM’s ability to monitor and oversee portfolio managers. The Board considered that the provisions of the Investment Management Agreement been in effect duringwhich relate to advisory services are similar to the last fiscal year,Prior PIMCO Management Agreement except for the identity of the investment manager, and the fact that the Investment Management Agreement authorizes the delegation of investment advisory services by AGIFM to a Portfolio Manager. The Board also considered that the provisions of the Investment Management Agreement which relate to administrative services to the Fund would have paidare similar to the former Administrative Services Agreement between the Fund and PIMCO, except for the identity of the administrator. Ultimately, the Board concluded that the nature, extent and quality of the services to be provided by AGIFM and PIMCO will be similar and will likely benefit the Fund and its shareholders.

Investment Performance.    In connection with its meeting, the Board received and relied upon materials provided by management which included, among other items, information provided by Lipper Inc. on the investment performance of the Fund and of three other global income funds identified by Lipper Inc. (‘‘peer group’’). The Board examined information concerning the Fund’s one-, three-, five- and ten-year performance for the periods ended March 31, 2008. The Board expressed concern that the Fund’s performance had been poor, and discussed with PIMCO steps to improve Fund performance going forward.

Fees and Expenses.    AGIFM and PIMCO reported to the Board that, in proposing fees for the Fund, they considered a number of factors, including the type and complexity of the services provided, the cost of providing services, the risk assumed by AGIFM and PIMCO in the aggregate $3,057,760provision of services, the impact on potential returns from different levels of fees, the competitive marketplace for financial products, and the attractiveness of potential Fund returns to current and potential investors.

The Board considered the services to be provided and the fees to be charged under the Proposed Agreements. The Board also considered that the Fund will pay lower total fees for investment management and administrative services under the Interim Agreements and Proposed Agreements than it would pay under the prior agreements with PIMCO and that the Fund’s total expense ratio was expected to be lower under the Interim and Proposed Agreements. With respect to overall levels of Fund expenses, the Board observed that bond funds are more fee- and expense-ratio sensitive than equity funds, given the tangible impact of fees and expenses on yield. The Board compared the Fund’s total expenses to other funds in the expense group provided by AGIFM and PIMCO, and found the Fund’s total expenses to be reasonable. AGIFM and PIMCO do not manage any separate accounts with a similar investment strategy to the Fund; therefore the Board could not compare the fees c harged by AGIFM and PIMCO to comparable separate accounts. The Board concluded that the proposed advisory services. This would have represented a decreaseand administrative fees were reasonable in relation to the value of approximately 6% from whatthe services provided.

Based on the information presented by AGIFM and PIMCO, members of the Board then determined, in the exercise of their business judgment, that the level of the management fees to be charged by AGIFM and PIMCO covering advisory and administrative functions, as well as the total expenses of the Fund, actually paidare reasonable and approval of the Proposed Agreements will likely benefit the Fund and its shareholders.

Costs, Level of Profits and Economies of Scale.    The Board reviewed information regarding AGIFM’s and PIMCO’s anticipated costs of providing services to Dresdner RCM during this period. the Fund as a whole, as well as the resulting level of anticipated profits to AGIFM and PIMCO. The Board noted that it had also received information regarding the structure and manner in which PIMCO’s investment professionals were compensated, and PIMCO’s views of the relationship of such compensation to the attraction and



retention of quality personnel. The Board considered AGIFM’s and PIMCO’s need to invest in technology, infrastructure and staff to reinforce and offer new services and to accommodate changing regulatory requirements.

The Board also took into account that, as a closed-end investment company, the Fund does not currently intend to raise additional assets, so the assets of the Fund will grow (if at all) only through the investment performance of the Fund. Therefore, the Board did not consider potential economies of scale as a principal factor in assessing the fee rates payable under the Proposed Agreements.

Possible Fall-Out Benefits.    The Board considered other benefits received by AGIFM and PIMCO and their affiliates as a result of AGIFM’s and PIMCO’s proposed relationship with the Fund, including possible fall-out benefits to AGIFM’s and PIMCO’s institutional investment management businesses due to the reputation and market penetration of the Fund.

Conclusion.    After reviewing these and other factors described herein, the Board concluded, within the context of their overall conclusions regarding the Proposed Agreements, that the fees payable under the Proposed Agreements represent reasonable compensation in light of the nature and quality of the services to be provided by AGIFM and PIMCO. Accordingly, the Board favored approval of the Proposed Agreements.

Information About PIMCO. Pacific Investmentabout Allianz Global Investors Fund Management Company LLC ("PIMCO")

AGIFM is located at 840 Newport Center Drive, Suite 300, Newport Beach, California 92660. 1345 Avenue of the Americas, New York, New York 10105. Organized in 2000, AGIFM provides investment management and advisory services to a number of closed-end and open-end investment company clients. AGIFM is a wholly-owned indirect subsidiary of Allianz SE, a publicly-traded European insurance and financial services company. As of March 31, 2008, AGIFM and its investment management affiliates had approximately $850 billion in assets under management.

AGIFM currently serves as investment manager and administrator to the Fund on an interim basis. If Proposals 1 and 2 are both approved, AGIFM will serve in such capacity on a continuing basis, and will retain its affiliate, PIMCO, as Portfolio Manager to continue to manage the Fund’s investments. Although the Investment Management and Portfolio Management Agreements consist of two separate contracts, neither agreement will become effective unless both agreements are approved by shareholders. See ‘‘Description of Investment Management Agreement’’ and ‘‘Description of Portfolio Management Agreement’’ above. AGIFM and PIMCO are each majority-owned indirect subsidiaries of Allianz SZ, a publicly traded European insurance and financial services company.



Information about the principal executive officer and each director of AGIFM is provided below.


NameOffice TitleBusiness Address
Marna C. WhittingtonManagement Board600 West Broadway, 29th Fl., San Diego, CA 92101
Bruce KoepfgenManagement Board1345 Avenue of the Americas, New York,
New York 10105
Udo FrankManagement Board4 Embarcadero Center, 30th Fl., San Francisco,
CA 94111
E. Blake Moore, Jr.Management Board1345 Avenue of the Americas, New York, NY 10105
John C. ManeyManagement Board680 Newport Center Drive, Suite 250, Newport Beach,
California 92660
Barbara ClaussenManagement Board2100 Ross Avenue, Suite 700, Dallas, TX 75201
Andrew MeyersManaging Director and
Chief Operating Officer
1345 Avenue of the Americas, New York, NY 10105
Michael J. PuntorieroChief Financial Officer680 Newport Center Drive, Suite 250,
Newport Beach, California 92660
William V. HealeyExecutive Vice President,
Chief Legal Officer,
Chief Compliance Officer
and Secretary
1345 Avenue of the Americas, New York, NY 10105
Brian S. ShlisselExecutive Vice President1345 Avenue of the Americas, New York, NY 10105
Lawrence G. AltadonnaSenior Vice President1345 Avenue of the Americas, New York, NY 10105
Thomas J. FuccilloSenior Vice President1345 Avenue of the Americas, New York, NY 10105
Derek HayesSenior Vice President1345 Avenue of the Americas, New York, NY 10105
Colleen MartinSenior Vice President
and Controller
[680 Newport Center Drive, Suite 250,
Newport Beach, California 92660]
Vinh T. NguyenSenior Vice President
and Treasurer
680 Newport Center Drive, Suite 250,
Newport Beach, California 92660
Richard J. CochranVice President1345 Avenue of the Americas, New York, NY 10105
Cindy ColomboVice President1345 Avenue of the Americas, New York, NY 10105
Richard J. LaveryVice President1345 Avenue of the Americas, New York, NY 10105
Scott WhistenVice President1345 Avenue of the Americas, New York, NY 10105
Orhan DzemailiAssistant Vice President1345 Avenue of the Americas, New York, NY 10105
Lydia LawrenceAssistant Vice President1345 Avenue of the Americas, New York, NY 10105
Manuel MaderoAssistant Vice President1345 Avenue of the Americas, New York, NY 10105
Daisy S. Ramraj-SinghAssistant Vice President1345 Avenue of the Americas, New York, NY 10105
Kellie E. DavidsonAssistant Secretary680 Newport Center Drive, Suite 250,
Newport Beach, California 92660


Information about PIMCO

PIMCO is a limited liability company formed under Delaware law in 1971. The managing membermajority owned subsidiary of PIMCO is Allianz Dresdner Asset ManagementGlobal Investors of America L.P. ("ADAM LP"(‘‘AGI’’), 888 San Clemente Drive, Suite 100. Newport Beach, California 92660. The principal executive officer of PIMCO is William S. Thompson. PIMCO is an investment counseling firm which is 91% owned by ADAM LP and 9% ownedwith a minority interest held by PIMCO Partners, LLC. PIMCO Partners, LLC ("PPLLC"). PPLLC is a California limited liability company owned by the current Managing Directorsmanaging directors and executive management of PIMCO. ADAM LPAGI was organized as a limited partnership under Delaware law in 1987. ADAM LP'sAGI’s sole general partner is Allianz-PacLifeAllianz-Paclife Partners LLC. Allianz-PacLifeAllianz-Paclife Partners LLC is a Delaware limited liability company with two members, ADAMwhose sole member is Allianz Global Investors U.S. Holding LLC, a Delaware limited liability company and Pacific Asset Management LLC, a Delaware limited liability company. ADAMThe sole member of Allianz Global Investors U.S. Holding LLC's sole memberLLC is Allianz Dresdner Asset ManagementGlobal Investors of America LLC. Allianz Global Investors of America LLC has two members, Allianz of America, Inc. (‘‘Allianz of America’’), a Delaware limited liability company,corporation which owns a 99.9% non-managing interest, and Allianz Global Investors of America Holding Inc., a Delaware corporation which owns a 0.1% man aging interest. Allianz of America is a wholly-owned subsidiary of Allianz SE. Allianz Global Investors of America Holding Inc., is a wholly-owned subsidiary of Allianz Global Investors Aktiengesellschaft, which is owned 25.53% by Allianz-Argos 6 Vermogensverwaltungsgesellschaft mbH and 74.47% by Allianz SE. Allianz-Argos 6 Vermogensverwaltungsgesellschaft is wholly-owned by Allianz Finanzbeteiligungs GmbH which is wholly owned by Allianz Aktiengesellschaft ("SE. Allianz AG"). Pacific Asset Management LLCof America, Inc. is a wholly-owned subsidiary of Pacific Life Insurance Company, which is a wholly-owned subsidiary of Pacific Mutual Holding Company.by Allianz AGSE. Allianz SE indirectly holds a controlling interest in Allianz Dresdner Asset ManagementGlobal Investors of America L.P. Pacific Life Insurance Company owns an indirect minority equity interest inThe address for AGI, Allianz-Paclife Partners LLC, Allianz Dresdner Asset ManagementGlobal Investors U.S. Holding LLC, Allianz Global Investors of America L.P. Pacific Life Insurance CompanyLLC and Allianz Global Investors of America Holding Inc. is a California-based insurance company.680 Newport Center Drive, Suite 250, Newport Beach, California 92660. The address for Allianz AGGlobal Investors Aktiengesellschaft is a European-based, multinational insuranceNymphenburger Strasse 112-116, 80636 Munich, Germany. Allianz SE’s address is Koeniginstrass e 28, D-80802, Munich, Germany.

PIMCO has been retained by AGIFM to serve as portfolio manager to the Fund on an interim basis. If Proposals 1 and financial services holding company. 2 are approved, PIMCO will be retained by AGIFM to serve in such capacity for an initial two-year term. Although the Investment Management and Portfolio Management Agreements consist of two separate contracts, neither agreement will become effective unless both agreements are approved by shareholders. Prior to June 10, 2008, PIMCO served as investment manager to the Fund.

Information about the principal executive officers and directors of PIMCO is provided below. The business address for each principal executive officer and director listed below is 840 Newport Center Drive, Newport Beach, CA 92660.


Name and Business AddressOfficer Title
Tammie J. ArnoldManaging Director
Brian P. BakerManaging Director
William R. Benz IIManaging Director
Vineer BhansaliManaging Director
John B. BrynjolfssonManaging Director
Wendy W. CuppsManaging Director
Craig A. DawsonManaging Director
Chris P. DialynasManaging Director
Mohamed A. El-ErianManaging Director
William H. GrossManaging Director
Pasi M. HamalainenManaging Director



Name and Business AddressOfficer Title
Brent Richard HarrisManaging Director
Douglas M. HodgeManaging Director
Brent L. HoldenManaging Director
Margaret E. IsbergManaging Director
Daniel J. IvascynManaging Director
Lew W. Jacobs IVManaging Director
David C. LownManaging Director
Sudesh N. MariappaManaging Director
Scott A. MatherManaging Director
Mark V. McCrayManaging Director
Paul A. McCulleyManaging Director
Joseph V. McDevittManaging Director
Curtis A. MewbourneManaging Director
James Frederic MuzzyManaging Director
Thomas J. OtterbeinManaging Director
William C. PowersManaging Director
Emanuele RavanoManaging Director
Ernest L. SchmiderManaging Director
W. Scott SimonManaging Director
Makoto TakanoManaging Director
William S. ThompsonManaging Director
Richard M. WeilManaging Director
Changhong ZhuManaging Director
Robert Wesley BurnsConsulting Managing Director
John S. LoftusConsulting Managing Director

Certain Directors and Officers of the Fund

The following officerstable lists the names of each Director and officer of the Fund are either members, directors, officerswho is also an officer, employee, director, general partner or employeesshareholder of AGIFM or PIMCO: Brent R. Harris (President), R. Wesley Burns (Senior Vice President), Pasi Hamalainen (Senior Vice President), Daniel J. Ivascyn (Senior Vice President), Mohamed El-Erian (Senior Vice President), Jeffrey M. Sargent (Senior Vice President), Henrik P. Larsen (Vice President), Michael J. Willemsen (Vice President), Garlin G. Flynn (Secretary), John P. Hardaway (Treasurer), Erik C. Brown (Assistant Treasurer).


NamePosition with FundPosition with AGIFM or PIMCO
John C. ManeyDirectorChief Financial Officer, PIMCO; Chief Financial Officer, AGIFM
Brian S. ShlisselPresident and Chief Executive OfficerExecutive Vice President, AGIFM
Lawrence G. AltadonnaTreasurer, Principal Financial and Accounting OfficerSenior Vice President, AGIFM
William V. HealeyAssistant SecretaryExecutive Vice President, Chief Legal Officer and Secretary, AGIFM
Thomas J. FuccilloVice President, Secretary and Chief Legal OfficerSenior Vice President, AGIFM
Scott WhistenAssistant TreasurerVice President, AGIFM
Richard J. CochranAssistant TreasurerVice President, AGIFM


Other Funds Managed by AGIFM and PIMCO

AGIFM does not manage, and PIMCO does not advise or sub-advise, any other funds with objectives or policies similar to those of the Fund.

Brokerage and Research Services

The officersFund did not pay any commissions to an affiliated broker during the most recently completed fiscal year.

Required Vote

Approval of each of the Investment Management Agreement and the Portfolio Management Agreement requires the affirmative vote of a ‘‘majority of the outstanding voting securities’’ of the Fund, collectively own lesswhich means the affirmative vote of the lesser of (1) more than 1%50% of the outstanding shares of the Fund. Each of Messrs. Harris, Burns, Hamalainen and El-Erian have an indirect equity interest in PIMCO by virtue of their interests in PPLLC. 11 Additional Information. In connection with the purchase of Dresdner RCM by PIMCO's parent company, Allianz AG, PIMCO compensated Dresdner RCM for certain costs associated with the closing of its San Francisco fixed-income group in March 2002. These costs included severance payments for affected employees of Dresdner RCM, including Luke D. Knecht, a managing director of Dresdner RCM who served as Director, Chairman and President of the Fund during the fiscal year ended January 31, 2002. Severance payments from Dresdner RCM to Mr. Knecht totaled $194,857. By virtue of the compensation he received from Dresdner RCM during the transition period, Mr. Knecht may be deemed to have had a material interest in PIMCO's appointment as investment manager under the Interim Investment Management Agreement. In connection with its approval of the Interim Investment Management Agreement with PIMCO, the Board of Directors accepted the resignation of Luke D. Knecht as Director, Chairman and President of the Fund, effective as of February 8, 2002. The Board appointed Brent R. Harris, a managing director of PIMCO, as Director, Chairman and President to fill the vacancy created by Mr. Knecht's resignation. In addition, the Board removed, without cause, those persons who had previously served as officers of the Fund, and appointed as officers the persons named above under the caption "Information About PIMCO," who are either members, directors, officers or employees of PIMCO. At a special meeting of the Board held on February 21, 2002, the Board unanimously approved a change in the name of the Fund from "RCM Strategic Global Government Fund, Inc." to "PIMCO Strategic Global Government Fund, Inc." The Fund's name change became effective on March 19, 2002. There has been no change to the Fund's ticker symbol on the New York Stock Exchange, which remains "RCS." During the fiscal year ended January 31, 2002, no commissions were paid to affiliated brokers of Dresdner RCM. Section 15(f) of the 1940 Act. PIMCO has informed the Fund that it and its affiliates intend to use all commercially reasonable efforts to assure compliance with the conditions of Section 15(f) of the 1940 Act. Section 15(f) provides a nonexclusive safe harbor for an investment manager to a registered investment company or any affiliated persons thereof to receive any amount or benefit in connection with a sale of any interest in the investment manager that results in an assignment of an advisory contract with such registered investment company (the "Transaction") as long as two conditions are met. First, no "unfair burden" may be imposed on the investment company as a result of the Transaction, or any express or implied terms, conditions or understandings applicable thereto. As defined in the 1940 Act, the term "unfair burden" includes any arrangement during the two-year period after the Transaction whereby the investment manager (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter of the investment company). The second condition of Section 15(f) is that, during the three-year period immediately following the Transaction, at least 75% of an investment company's board of directors must not be "interested persons" of the investment manager or the predecessor investment manager within the meaning of the 1940 Act. 12 The Board of Directors of the Fund has not been advised by PIMCO of any circumstances arising from the transition of the fixed-income advisory operations of Dresdner RCM to PIMCO that might result in the imposition of an "unfair burden" on the Fund. Further, the composition of the Board of Directors currently complies with the provisions of Section 15(f). Required Vote. The affirmative vote of the holders of a "majority of outstanding voting securities" of the Fund, as defined in the 1940 Act, is required to approve the New Investment Management Agreement (Proposal 2). "Majority of the outstanding voting securities" under the 1940 Act and for this purpose means the lesser of (i)(2) 67% or more of the shares of common stock of the Fund representedpresent at the Special Meeting or represented by proxy, if more than 50% of the outstanding shares of common stockthe Fund are present or represented or (ii)by proxy. Therefore, in order for Proposals 1 and 2 to be approved, more than 50% of the outstandingFund’s shares of common stockmust be present at the Special Meeting in person or represented by proxy. If the Shareholders of the Fund do not approve both the Investment Management Agreement and the Portfolio Management Agreement, then neither Agreement wi ll go into effect and the Trustees will take such further action as they may deem to be in the best interests of the shareholders of the Fund.

The Board of Directors of the Fund Unanimously Recommends Thatthat You Vote FOR ProposalProposals 1 and 2.



ADDITIONAL INFORMATION ABOUT THE FUND

Executive and Other Officers of the Fund. In addition to the information set forth above with respect to Brent R. Harris, the Fund's President, theFund

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 appointed and qualified or until their earlier resignation or removal. Officers and employees of the Fund who are principals, officers, members or employees of AGIFM or PIMCO are not compensated by the Fund. Unless otherwise noted, the address of all officers is 840 Newport Center Drive, Newport Beach, California 92660.


Terms
Name Address
and Date of Birth*
Position(s)
Held
with Fund
Term of Office Position(s) Held
and Length
of Time Served+
Principal Occupation(s) Name and Age with Fund Time Served During the Past 5 Years ------------ ---------------- --------------- ----------------------- R. Wesley Burns
Brian S. Shlissel
11/14/1964
President & Chief Executive OfficerSince December 2002. Formerly, President & Treasurer, December 2000– December 2002.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 39 funds in the Fund Complex and The Korea Fund, Inc.
Lawrence G. Altadonna
03/10/1966
Treasurer and
Principal Financial and Accounting Officer
Since December 2002Senior Vice President, Since 2/02 Managing Director, PIMCO; Age 42 Formerly, Executive Allianz Global Investors Fund Management LLC; Treasurer, Principal Financial and Accounting Officer of 35 funds in the Fund Complex; Assistant Treasurer of 39 funds in the Fund Complex and The Korea Fund, Inc.
Thomas J. Fuccillo
03/22/1968
Vice President, PIMCO. Mohamed El-Erian
Secretary and Chief Legal Officer
Since December 2004Senior Vice President, Senior Counsel, Allianz Global Investors of America L.P., Vice President, Secretary and Chief Legal Officer of 74 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).
Youse Guia
680 Newport
Center Drive, Suite 250
Newport Beach,
CA  92660
09/03/1972
Chief
Compliance Officer
Since 2/02 Managing Director, PIMCO; Age 43 Formerly, Managing Director, Salomon Smith Barney/Citibank. Pasi Hamalainen September 2004Senior Vice President, Since 2/02 Managing Director, PIMCO. Age 34 Daniel J. Ivascyn Senior Vice President Since 2/02 Senior Vice President, PIMCO. Age 32Group Compliance Manager, Allianz Global Investors of America L.P.; Chief Compliance Officer of 74 funds in the Fund Complex and The Korea Fund, Inc.; Formerly, Vice President, PIMCO. Jeffrey M. Sargent Senior Vice President, Since 2/02 Senior Vice President, PIMCO. Age 39
13
TermsGroup Compliance Manager, Allianz Global Investors of America L.P. (2002–2004). Audit Manager, PricewaterhouseCoopers LLP (1996–2002).



Name Address
and Date of Birth*
Position(s)
Held
with Fund
Term of Office Position(s) Held
and Length
of Time Served+
Principal Occupation(s) Name and Age with Fund Time Served During the Past 5 Years ------------ ---------------- --------------- ----------------------- Henrik P. Larsen
William V. Healey
07/28/1953
Assistant SecretarySince December 2006Executive Vice President, Since 2/02Chief Legal Officer-U.S. Retail, Allianz Global Investors of America L.P.; Executive Vice President, PIMCO.Chief Legal Officer and Secretary, Allianz Global Investors Advertising Agency Inc., Allianz Global Investors Fund Management LLC, Allianz Global Investors Managed Accounts LLC and Allianz Global Investors Distributors LLC; Assistant Secretary of 74 funds in the Fund Complex. Formerly, Age 32 Manager, PIMCO. Michael J. Willemsen Vice President Since 2/02and Associate General Counsel, Prudential Insurance Company of America; Executive Vice President PIMCO. Formerly, Age 42 Manager, PIMCO. Garlin G. Flynnand Chief Legal Officer, The Prudential Investments (1998–2005).
Richard H. Kirk
04/06/1961
Assistant SecretarySince 2/02 Specialist, PIMCO. Formerly, Senior Age 55 Fund Administrator, PIMCO. John P. Hardaway Treasurer Since 2/02 December 2006Senior Vice President, PIMCO. Age 44 Formerly,Allianz Global Investors of America L.P. (since 2004). Senior Vice President, PIMCO. Erik C. BrownAssociate General Counsel, Allianz Global Investors Distributors LLC. Assistant Secretary of 74 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 SecretarySince December 2006Assistant Secretary of 74 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 SecretarySince December 2006Assistant Secretary of 74 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).
Scott Whisten
03/13/1971 
Assistant TreasurerSince January 2007Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 74 funds in the Fund Complex; formerly, Accounting Manager, Prudential Investments (2000–2005).
Richard J. Cochran
01/23/1961 
Assistant TreasurerSince 2/02 June 2008Vice President, PIMCO. Formerly, Age 34Allianz Global Investors Fund Management LLC; Assistant Treasurer of 32 funds in the Fund Complex; formerly, Tax Senior Manager, Deloitte & Touche LLP and Tax Manager, PricewaterhouseCoopers, LLP. manager, Teachers Insurance Annuity Association/College Retirement Equity Fund (TIAA-CREF) (2002–2008).
For
*The address for each Fund officer, unless otherwise noted, is 1345 Avenue of the Americas, 4th floor, New York, NY 10105


Securities Ownership

As of June 12, 2008, the Directors and the officers of the Fund positions held with affiliated personsas a group and individually beneficially owned less than one percent (1%) of the Fund’s outstanding Shares. To the knowledge of the Fund, (other than as set forth above) are listed in the following table.
Name Positions held with affiliated persons of the Fund ---- -------------------------------------------------- R. Wesley Burns President and Trustee or Director (as applicable), three registered investment companies in the. PIMCO Fund Complex; and Director, PIMCO Funds: Global Investors plc and PIMCO Global Advisors (Ireland) Limited. Mohamed El-Erian None. Pasi Hamalainen None. Daniel J. Ivascyn Senior Vice President, PIMCO Commercial Mortgage Securities Trust, Inc. Jeffrey M. Sargent Senior Vice President, three registered investment companies in the PIMCO Fund Complex; and Vice President, PIMCO Funds: Multi-Manager Series. Henrik P. Larsen Vice President, four registered investment companies in the PIMCO Fund Complex. Michael J. Willemsen Vice President, three registered investment companies in the PIMCO Fund Complex. Garlin G. Flynn Secretary, three registered investment companies in the PIMCO Fund Complex; and Assistant Secretary, PIMCO Funds: Multi-Manager Series.
14
Name Positions held with affiliated persons of the Fund ---- -------------------------------------------------- John P. Hardaway Treasurer, four registered investment companies in the PIMCO Fund Complex. Erik C. Brown Assistant Treasurer, four registered investment companies in the PIMCO Fund Complex.
Administrator; Custodian; Transfer Agent. PIMCO provides certain administrative services to the Fund pursuant to the Interim Administrative Services Agreement. State Street Bank and Trust Company, 801 Pennsylvania Avenue, Kansas City, Missouri 64105, is the Fund's custodian. EquiServe Trust Company, N.A., 150 Royall Street, Canton, Massachusetts 02021, is the Fund's transfer agent. Under the Interim Administrative Services Agreement, PIMCO provides reporting and accounting services to the Fund, including: overseeing the determination and publication of the Fund's net asset value in accordance with the Fund's policy, and the maintenanceRecord Date, no persons owned of certain books and recordsrecord or beneficially 5% or more of the Fund required by applicable law; preparing the Fund's federal, state and local income tax returns for review by the independent accountants and filing by the treasurer; reviewing the appropriateness, and arranging for payment, of Fund expenses, and overseeing the calculation of fees paid to the Fund's investment manager, custodian and transfer agent; preparing for review and approval by the Fund's officers financial information for the Fund's semi-annual and annual reports, proxy statements and other communications with stockholders; consulting with the Fund's officers, independent accountants, legal counsel, custodian and transfer agent to establish accounting policies for the Fund; and responding to, or referring to the Fund's officers or transfer agent, any stockholder inquiries relating to the Fund. For its services as administrator, PIMCO is compensated by the Fund monthly at an annual rate equal to 0.05%shares of the average weekly value of Fund's net assets during the preceding month. Independent Auditors. PricewaterhouseCoopers LLP ("PwC"), 1055 Broadway, Kansas City, Missouri 64105, independent accountants, has been selected by the Board of Directors as the independent auditors of the Fund for the current fiscal year. During the fiscal year ended January 31, 2002, PwC, 160 Federal Street, Boston, Massachusetts 02110, served as the Fund's independent auditors. The Audit Oversight Committee of the Board of Directors of the Fund unanimously recommended the selection of PwC, and the Board unanimously approved such selection, on March 19, 2002. This firm also serves as the auditor for various other funds for which PIMCO serves as investment manager. A representative of PwC, if requested by any stockholder, will be present via telephone at the Meeting to respond to appropriate questions from stockholders. The following table sets forth the aggregate fees billed for professional services rendered by PwC during the Fund's fiscal year ended January 31, 2002: Financial Information Systems Design and Audit Fees Implementation Fees All Fund.

Other Fees ---------- ------------------- -------------- $31,200 N/A $174,000 15 The fees disclosed under the captions "Financial Information Systems Design and Implementation Fees" and "All Other Fees" include fees billed for services, if any, rendered during the Fund's most recent fiscal year to the Fund, to Dresdner RCM and to any entity controlling, controlled by or under common control with Dresdner RCM that provided services to the Fund. In approving the selection of PwC, the Audit Oversight Committee of the Fund considered, in addition to other practices and requirements relating to the selection of the Fund's auditors, whether the nonaudit services covered in the table above under "Financial Information Systems Design and Implementation Fees" and "All Other Fees" performed by PwC for the Fund, for Dresdner RCM and for certain related parties are compatible with maintaining the independence of PwC as the Fund's principal accountants. Other Business. Business

As of the date of this Proxy Statement, the Fund's managementFund’s officers and PIMCOAGIFM know of no business to come before the Special Meeting other than as set forth in the Notice of the Annual Meeting of Stockholders.Notice. If any other business is properly brought before the Special Meeting or any adjournment thereof, the persons named as Proxiesproxies will vote in their sole discretion. Adjournment. In the event that sufficient votes in favor

Quorum, Adjournments and Methods of Tabulation

At all meetings of the proposals set forth inshareholders, the Notice of the Annual Meeting of Stockholders 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 to permit further solicitation of Proxies with respect to any of such proposals. In addition, if, in the judgment of the persons named as Proxies, it is advisable to defer action on one or both proposals, the persons named as Proxies may propose one or more adjournments of the Meeting for a reasonable time. Any such adjournments will require the affirmative voteholders of a majority of the votes cast onvoting securities of the questionFund entitled to vote at the meeting, present in person or by Proxy atproxy, shall constitute a quorum for the sessiontransaction of any business. In the absence of a quorum, no business may be transacted, except that the holders of a majority of the Meetingvoting securities present in person or by proxy and entitled to be adjourned,vote may adjourn the meeting from time to time, without notice other than announcement thereat except as otherwise required by the Fund's ArticlesBy-laws, until the holders of Incorporationthe requisite amount of shares of stock shall be so present.

Votes cast by proxy or in person at the Special Meeting will be counted by persons appointed by the Fund as tellers (the ‘‘Tellers’’) for the Special 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 Proposals, as well as Shares represented by any proxies that reflect abstentions and By-Laws. The‘‘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 named as Proxies will vote in favor of such adjournment those Proxies which they are entitled to vote in favor of such proposals. They will vote against any such adjournment those Proxies required to be voted against any of such proposals. The costs of any additional solicitation and of any adjourned session will be borne by the Fund. Any proposals for which sufficient favorable votesbroker or nominee does not 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 withdiscretionary voting power on a particular matter). With respect to any other proposal. Annual Report. both proposals, abstentions and broker non-vot es will have the effect of a negative vote.

Reports to Shareholders

The Fund's 2002Fund’s Annual Report to StockholdersShareholders dated January 31, 2008 was mailedpreviously furnished to stockholders on or about April 1, 2002. shareholders. Additional copies of the Annual Report and the Fund’s Semi-Annual Report may be obtained without charge from EquiServethe Fund by calling (800) 426-55231(800) 331-1710 or by writing to P.O. Box 43011, Providence, Rhode Island 02940-3011. Stockholderthe Fund at c/o Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, New York, NY 10105.

Shareholder Proposals for 20032009 Annual Meeting. Stockholders Meeting

It is currently anticipated that the Fund’s next annual meeting of shareholders after the Special Meeting addressed in this proxy statement will be held in June 2009. Proposals of shareholders intended to be presented at that annual meeting of the Fund must be received by the Fund no later than January 15, 2009 for inclusion in the Fund’s proxy statement and proxy card relating to that meeting. The submission by a shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the Fund’s Bylaws. Shareholders



submitting any other proposals for the Fund intended to be presented at the 2009 annual meeting (i.e., other than those to be included in the Fund's 2003 Proxy StatementFund’s proxy materials) must ensure that such proposals are received by the Fund, in good order and complyingin compliance with all applicable legal requirements and requirements set forth in the Fund’s Bylaws, no earlier than March 16, 2009 and no later than January 20, 2003. Stockholders submitting any other proposals intendedMarch 31, 2009. If a shareholder who wishes to be presented at the next annual meeting must ensure that such proposals are received bypresent a proposal fails to notify the Fund in good order and complyingwithin these dates, the proxies solicited for the meeting will have discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting. If a shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with all applicable legal requirements, between March 21, 2003 and April 5, 2003. It is currently anticipated that the 2003 Annual Meeting of Stockholders will be held prior to July 31, 2003. StockholderSEC’s proxy rules. Shareholder proposals should be addressed to 16 Garlin G. Flynn,the attention of the Secretary of the Fund, at the address of the principal executive offices of the Fund,F und, with a copy to J.B. Kittredge atDavid C. Sullivan, Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110-2624.

Shareholders Sharing An Address

The Fund is permitted to mail only one copy of this proxy statement to a household, even if more than one person in a household is a Fund shareholder of record, unless the Fund has received contrary instructions from one or more of the shareholders. If you need additional copies of this proxy statement and you are a holder of record of your shares, please call 1(800) 331-1710. If your shares are held in broker street name please contact your financial service firm to obtain additional copies of this proxy statement. If in the future you do not want the mailing of proxy statements and information statements to be combined with those of other members of your household, or if you have received multiple copies of this proxy statement and want future mailings to be combined with those of other members of your household, please contact AGIFM in writing at Allianz Global Investors Fund Management LLC, c/o PFPC, PO Box 43027, Providence, RI 02940, or by telephone at 1(8 00) 331-1710, or contact your financial service firm.

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE ANNUALSPECIAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. May 20, 2002 17 APPENDIX

June 30, 2008



Exhibit A PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.

FORM OF INVESTMENT MANAGEMENT AGREEMENT This investment management agreement (the "Agreement") is made as of this day of , 2002 between

PIMCO Strategic Global Government Fund, Inc.
(‘‘RCS’’ or the ‘‘Fund’’)

This Investment Management Agreement, entered into as of                 , formerly RCM2008, is executed by and between PIMCO Strategic Global Government Fund, Inc., a Maryland corporation (the "Fund"(‘‘RCS’’ or the ‘‘Fund’’), and Pacific Investment Management CompanyALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the "Manager"‘‘Manager’’).

WITNESSETH: WHEREAS, the Fund is a non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the "1940 Act"); and WHEREAS, the Fund has been organized for the purpose of investing its assets and desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager perform for it various investment management services; and the Manager is willing to furnish the investment management services sought by the Fund on the terms and conditions hereinafter set forth; WHEREAS, a majority of the directors of the Fund are not "interested persons" of the Fund, within the meaning of the 1940 Act ("Disinterested Directors"), and the Disinterested Directors select and nominate any other Disinterested Directors of the Fund; WHEREAS, the Board of Directors of the Fund (the "Board"), including a majority of the Disinterested Directors, has voted in person to approve this Agreement at a meeting called for the purpose of voting on such approval. NOW, THEREFORE,

That in consideration of the premises and mutual covenants herein contained, it is agreed as follows: 1. The Fund hereby appoints the Manager to act as investment manager to the Fund on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein described, for the compensation herein provided. 2. Subject to the supervision of the Board and to the express provisions and limitations set forth in the Fund's Articles of Incorporation, By-Laws, and Form N-2 and Form N-14 Registration Statements (the "Registration Statements") under the 1940 Act, each as it may be amended from time to time, the Manager shall have full discretionary authority to manage the investment and reinvestment of the Fund's assets and to provide investment research advice and supervision of the Fund's portfolio in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's A-1 Registration Statements, as such Registration Statements may be amended from time to time. The services to be provided under this Section 2 shall be subject to the following understandings: (a) The Manager shall provide supervision of the Fund's investments and shall determine from time to time the investments or securities that will be purchased, retained, sold or loaned by the Fund, and the portion of the assets that will be invested in securities or otherwise. Subject to the limitations in this Section 2, the Manager is empowered hereby, through any of its principals or employees, to take any of the following actions for the benefit of the Fund: (i) to invest and reinvest in stocks, bonds, notes, trade acceptances, commercial paper, structured instruments, and other obligations of every description issued or incurred by governmental or quasi-governmental bodies or their agencies, authorities or instrumentalities, or by corporations, trusts, associations, partnerships, or other firms or entities; (ii) to invest and reinvest in loans and deposits at interest on call or on time, whether or not secured by collateral; (iii) to purchase and sell put and call options, financial futures and put and call options on such financial futures, and to enter into transactions with respect to swaps, caps, floors, and other similar instruments. (iv) to purchase and sell foreign currency and forward contracts on such foreign currency; (v) to lend the Fund's portfolio securities to brokers, dealers, other financial institutions, or other parties, and to engage in repurchase and reverse repurchase transactions with such entities; (vi) to buy, sell, or exercise rights and warrants to subscribe for stock or other securities; (vii) to execute agreements with broker-dealers, banks, futures commission merchants, and other financial institutions on behalf of the Fund for the purpose of entering into any of the foregoing transactions; (viii) to purchase, sell, and otherwise enter into transactions with respect to any instrument not described above that may be considered a "derivative" instrument; (ix) to engage in transactions with respect to any other instruments, or to take any other actions with respect to the Fund's investments, that the Fund is authorized to invest in or to take pursuant to the Registration Statements; and (x) to take such other actions, or to direct the Fund's custodian (the "Custodian") to take such other actions, as may be necessary or desirable to carry out the purpose and intent of this paragraph (a) of this Section 2. In determining the investments or securities to be purchased or sold by the Fund, the Manager shall place orders with respect to such instruments either directly with the issuer or in such markets and through such underwriters, dealers, brokers, or futures commission merchants (collectively, "brokers") as in the Manager's best judgment offer the most favorable price and market for the execution of each transaction; provided, however, that, to the extent permitted under the Securities A-2 Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "1934 Act") and the 1940 Act, the Manager may cause the Fund to place orders for transactions with brokers that furnish brokerage and research services, as defined in the 1934 Act, to the Manager or any affiliated person of the Manager, subject to such policies as the Board may adopt from time to time with respect to the extent and continuation of this practice. The Fund understands and agrees that the Manager may effect transactions in portfolio securities through brokers who may charge an amount in excess of the amount of commission another broker would have charged, provided that the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either the specific transaction or the Manager's overall responsibilities to the Fund and other clients as to which the Manager or any affiliated person of the Manager exercises discretionary investment authority. Receipt by the Manager or any affiliated person of the Manager of any such brokerage research services shall not give rise to any requirement for abatement or reduction of the Management Fee (as defined herein) payable by the Fund to the Manager under this Agreement.

1. SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND.
(a) Subject always to the control of the Directors of the Fund and to such policies as the Directors may determine, the Manager will, at its expense, (i) furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and (ii) provide administrative services reasonably necessary for the operation of the Fund, including but not limited to furnishing office space and equipment, providing bookkeeping and clerical services (excluding determination of net asset value and shareholder accounting services) and paying all salaries, fees and expenses of officers and Directors of the Fund who are affiliated with the Manager. In the performance of its duties, the Manager will comply with the provisions of the Articles of Incorporation and By-laws of the Fund, each as amended from time to time, and the Fund’s stated investment objective, policies and restrictions.
(b) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Directors may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall


responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Fund hereby agrees with the Manager and with any Portfolio Manager selected by the Manager as provided in Section 1(c) hereof that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 (the ‘‘1934 Act’’).
(c) Subject to the provisions of the Articles of Incorporation of the Fund and the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the ‘‘1940 Act’’), the Manager, at its expense, may select and contract with investment advisers (the ‘‘Portfolio Managers’’) for the Fund. The Manager shall retain any Portfolio Manager pursuant to a portfolio management agreement the terms and conditions of which are acceptable to the Fund. If the Man ager retains a Portfolio Manager hereunder, then unless otherwise provided in the applicable portfolio management agreement, the obligation of the Manager under this Agreement with respect to the investment management of the Fund shall be, subject in any event to the control of the Directors of the Fund, to determine and review with the Portfolio Manager the investment policies of the Fund, and the Portfolio Manager shall have the obligation of furnishing continuously an investment program and making investment decisions for the Fund (or with respect to a portion of the Fund’s assets managed by such Portfolio Manager), adhering to applicable investment objective, policies and restrictions, and placing all orders for the purchase and sale of portfolio securities and other investments for the Fund (or with respect to a portion of the Fund’s assets managed by such Portfolio Manager), as applicable. The Manager (and not the Fund) will compensate any Portfolio Manager for its services to the Fund. Sub ject to the provisions of the applicable portfolio management agreement with the Portfolio Manager, the Manager may terminate the services of any Portfolio Manager at any time in its sole discretion, and shall at such time assume the responsibilities of such Portfolio Manager unless and until a successor Portfolio Manager is selected.
(d) The Manager shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.

It is understood that the services provided by such brokerage firms may be useful to the Manager or its affiliated persons in connection with their services to other clients. The Fund agrees that any entity or person associated with the Manager or any affiliated person of the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the accountshareholders, Directors, officers and employees of the Fund which is permitted by Section 11(a)may be a shareholder, partner, director, officer or employee of, the 1934 Act, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(2)(iv). (b) The Manager agrees to furnish suitable office space for the Fund. (c) The Manager shall use its best judgmentor be otherwise interested in, the performance of its dutiesManager, and in any person controlled by or under this Agreement. (d) The Manager undertakes to perform its duties and obligations under this Agreement in conformitycommon control with the Registration Statements, with the requirements of the 1940 Act and all other applicable Federal and state laws and regulations and with the instructions and directions of the Board, all as may be amended or modified from time to time. (e) The Manager, shall maintain books and records with respect to the Fund's portfolio transactions and the Manager shall render to the Board such periodic and special reports as the Board may reasonably request from time to time. The Manager agrees that all records that it maintains for the Fund are the property of the Fund and it will surrender promptly to the Fund any of such records upon the Fund's request. (f) The Fund understands and agrees: (i) that the Manager performs investment management services for various clients and that the Manager and any person controlled by or under common control with the Manager may take action with respect to any of its other clients which may differ from action taken or fromhave an interest in the timing or nature of actions taken with respect to the Fund, so long as itFund. It is the Manager's policy, to the extent reasonably practical, to allocate investment opportunities to the Fund over time on a fair and equitable basis relative to other clients; (ii)also understood that the Manager shall have no obligation to purchaseand persons controlled by or sell for the Fund any security that the Manager, or its principals or employees, may purchase or sell for their own accounts or for the account of any other client, if, in the opinion of the Manager, such transaction or investment appears unsuitable, impractical or undesirable for the Fund; and A-3 (iii) that, to the extent permitted by applicable laws and regulations, on occasions when the Manager deems the purchase or sale of a security or other instrument to be in the best interests of the Fund as well as of the other clients of the Manager, the Manager may aggregate the securities to be so sold or purchased when the Manager believes that to do so would be in the best interests of the Fund. In such event, allocation of the securities or other instruments so purchased or sold, as well as the expenses incurred in that transaction, shall be made by the Manager in the manner the Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients. 3. The Manager will bear all of the expenses related to salaries of its employees and to the Manager's overhead in connection with its duties under this Agreement. The Manager also will pay all directors' fees and salaries of the Fund's directors and officers who are affiliated persons (as such term is defined in the 1940 Act) of the Manager. Except for the expenses specifically assumed by the Manager, the Fund will pay all of its expenses, including, without limitation, fees of the directors not affiliatedcommon control with the Manager have and Board meeting expenses; fees of the Manager; fees of the Fund's administrator; interest charges; taxes; chargesmay have advisory, management service, distribution or other contracts with other organizations and expenses of the Fund's legal counselpersons, and independent accountants,may have other interests and of the transfer agent, registrar and dividend reinvestment and disbursing agent of the Fund; expenses of repurchasing shares of the Fund; expenses of printing and mailing share certificates, stockholder reports, notices, proxy statements and reports to governmental offices; brokerage and other expenses connected with the execution, recording and settlement of portfolio security transactions; expenses connected with negotiating, effecting purchases or sales or registering privately issued portfolio securities; fees and expenses of the Custodian and sub-custodians for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating and publishing the net asset value of the Fund's shares; expenses of membership in investment company associations; premiums and other costs associated with the acquisition of a mutual fund directors and officers errors and omissions liability insurance policy; expenses of fidelity bonding and other insurance premiums; expenses of stockholders' meetings; Securities and Exchange Commission ("SEC") and state blue sky registration fees; New York Stock Exchange listing fees; any fees payable by the Fund to the National Association of Securities Dealers, Inc.; and its other business and operating expenses. 4. (a) For the services provided and the expenses assumed pursuant to this Agreement, thebusinesses.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, accrued daily and paid monthly, fee in arrears equal toat the annual rate of 0.85% per annum of the Fund's average weeklydaily net asset value of the Fund (including daily net assets attributable to any preferred shares of the Fund that may be outstanding).



The average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month (the "Management Fee"). The Fund authorizeswhile this Agreement is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month.

In the event that the Manager has agreed to chargea fee waiver or an expense limitation or reimbursement arrangement with the Fund, forsubject to such terms and conditions as the full amount ofManager and the Management Fee as it becomesFund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, payable pursuantif necessary, the Manager shall bear expenses with respect to this Section 4. the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement.

If the Manager shall serve for less than the whole of a month, the Management Feeforegoing compensation shall be prorated. (b) In

4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

This Agreement shall automatically terminate, without the payment of any penalty, in the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written noticeits assignment; and this Agreement shall not be materially amended as to the Fund voluntarily declare to be effective with respect to the Fund, subject tounless such terms and conditions as the Manager may prescribe in such notice, the Management Fee due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. A-4 5. The Manager shall authorize and permit any of its directors, officers and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. 6. The Manager shall not be liable to the Fund or any of its stockholders for any error of judgment, mistake of law, or any loss sufferedmaterial amendment is approved at a meeting by the Fund or any of its stockholders in connection with any act or omission in the performance of its obligations to the Fund or to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. 7. (a) This Agreement shall become effective with respect to the Fund on the date of its execution and shall continue in effect with respect to the Fund for a period of more than two years from that date only so long as its continuance is specifically approved at least annually (i) by the vote of a majority of the Fund's Board or by theaffirmative vote of a majority of the outstanding voting securitiesshares of the Fund, as defined in the 1940 Act ("Majority of the Outstanding Voting Securities") and (ii) by the vote, of a majority of the Directors who are not parties to this Agreement or interested persons of any party hereto, cast in person at a meeting called for the purpose of voting on such approval; provided, however, that ifapproval, of a majority of the continuance of this Agreement is submitted to the stockholdersDirectors of the Fund for their approvalwho are not interested persons of the Fund or of the Manager or of any Portfolio Manager of the Fund.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

This Agreement shall become effective upon its execution, and such stockholdersshall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a) Either party hereto may at any time terminate this Agreement by not more than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Directors of the Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Directors of the Fund who are not interested persons of the Fund or of the Manager or any Portfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act.

Action by the Fund under (a) above may be taken either (i) by vote of a majority of its Directors, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.



6. CERTAIN DEFINITIONS.

For the purposes of this Agreement, the ‘‘affirmative vote of a majority of the outstanding shares’’ means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms ‘‘affiliated person,’’ ‘‘control,’’ ‘‘interested person’’ and ‘‘assignment’’ shall have their respective meanings defined in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; the term ‘‘specifically approve at least annually’’ shall be construed in a manner consistent with the 1940 Act. (b) Either party hereto may atAct; and the term ‘‘brokerage and research services’’ shall have the meaning given in the 1934 Act and the rules and regulations thereunder.

7. NONLIABILITY OF MANAGER.

Notwithstanding any time terminateother provisions of this Agreement, byin the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager, including its officers, directors and partners, shall not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid,be subject to any liability to the Fund, or to any shareholder, officer, partner or Director thereof, for any act or omission in the course of, or connected with, rendering services hereunder.

8. USE OF NAMES AND LOGOS.

It is expressly understood that the names ‘‘Allianz,’’ ‘‘Allianz Global Investors Fund Management LLC,’’ ‘‘PIMCO’’ and ‘‘Pacific Investment Management Company LLC’’ or any derivation thereof, or any logo associated with those names, are the valuable property of the Manager and its affiliates, and that the Fund shall have the limited right to use such names (or derivations thereof or associated logos) only so long as the Manager shall consent and this Agreement shall remain in effect. Upon reasonable notice from the Manager to the Fund or upon termination of this Agreement, the Fund shall forthwith cease to use such names (or derivations thereof or associated logos) and shall, if necessary, promptly amend its Articles of Incorporation and other party. public documents to change its name accordingly. The covenants on the part of the Fund in this Section 8 shall be binding upon it, its Directors, officers, shareholders, creditors and all other persons claiming under or through it, and shall survive the termination of this Agreement.

9. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

[Remainder of page intentionally blank.]



IN WITNESS WHEREOF, PIMCO Strategic Global Government Fund, Inc. and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC have each caused this instrument to be signed in its behalf by its duly authorized representative, all as of the day and year first above written.


PIMCO Strategic Global Government Fund, Inc.
By:
Name:Brian S. Shlissel
Title:President

ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
By:
Name:
Title:


Exhibit B

FORM OF PORTFOLIO MANAGEMENT AGREEMENT

PIMCO Strategic Global Government Fund, Inc.
(‘‘RCS’’ or the ‘‘Fund’’)

This Portfolio Management Agreement, entered into as of                     , 2008, is executed by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the ‘‘Manager’’), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the ‘‘Portfolio Manager’’).

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY THE PORTFOLIO MANAGER TO THE FUND.
(a) Subject always to the direction and oversight of the Board of Directors of PIMCO Strategic Global Government Fund, Inc. (‘‘RCS’’ or the ‘‘Fund’’), a Maryland corporation, and the Manager, the Portfolio Manager, at its expense, will furnish continuously an investment program for the Fund and will make all related investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and all other investments. In the performance of its duties, the Portfolio Manager (1) will comply with the provisions of the Fund’s Articles of Incorporation and Bylaws, including any amendments thereto (upon receipt of such amendments by the Portfolio Manager), and the investment objective, policies and restrictions of the Fund as set forth in its current Prospectus and Statement of Additional Information (copies of which have been supplied to the Portfolio Manager as filed with the Securities and Exchange Commission (the ‘‘SEC’’)), (2) will use its best efforts to safeguard and promote the welfare of the Fund and (3) will comply with other policies which the Directors or the Manager, as the case may be, may from time to time determine as promptly as practicable after such policies have been communicated to the Portfolio Manager in writing. The Portfolio Manager and the Manager shall each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund.
(b) The Portfolio Manager shall be responsible for daily monitoring of the investment activities and portfolio holdings of the Fund in connection with the Fund’s compliance with the investment objective, policies and restrictions of the Fund, as set forth in the Fund’s current Prospectus and Statement of Additional Information. The Portfolio Manager shall also cooperate with and provide sufficient information to the Manager to assist the Manager in its monitoring of the investment activities and portfolio holdings of the Fund in connection with the Fund’s overall compliance with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the ‘‘1940 Act’’), the Fund&rsqu o;s compliance with the investment objective, policies and restrictions of the Fund as set forth in its current Prospectus and Statement of Additional Information, and the Fund’s satisfaction of quarterly diversification requirements for qualification as a regulated investment company


under the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. Notwithstanding the investment discretion delegated to the Portfolio Manager in paragraph (a) of this Section, the Portfolio Manager shall act on any instructions of the Manager with respect to the investment activities of the Fund to ensure the Fund’s compliance with the foregoing.
(c) The Portfolio Manager, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) facilities related to the investment management of the Fund, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the Fund’s portfolio (but excluding determination of net asset value and shareholder accounting services).
(d) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Portfolio Manager shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Portfolio Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the t iming of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Directors of the Fund may determine and communicate to the Portfolio Manager in writing, the Portfolio Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Portfolio Manager or its affiliates an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Portfolio Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such bro ker or dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s overall responsibilities with respect to the Fund and to other clients of the Portfolio Manager and its affiliates as to which the Portfolio Manager and its affiliates exercise investment discretion.
(e) The Portfolio Manager may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Portfolio Manager of any of its obligations hereunder, nor shall the Fund be responsible for any additional fees or expenses as a result.
(f) On occasions when the Portfolio Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other of its clients, the Portfolio Manager, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution of the order or lower brokerage commissions, if any. The Portfolio Manager may also on occasion purchase or sell a particular security for one or


more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Portfolio Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other customers.
(g) The Portfolio Manager shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Portfolio Manager pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Directors, officers and employees of the Fund may be a shareholder, member, director, officer or employee of, or be otherwise interested in, the Portfolio Manager, and in any person controlled by or under common control with the Portfolio Manager, and that the Portfolio Manager and any person controlled by or under common control with the Portfolio Manager may have an interest in the Fund. It is also understood that the Portfolio Manager and persons controlled by or under common control with the Portfolio Manager have and may have advisory, management service, administration, distribution or other contracts with other organizations and persons, and may have other interests and businesses, and that the investment management services of the Portfolio Manager under this Agreement are not to be deemed exclusive as to the Portfolio Manager and the Portfolio Manager will be free to render similar services to others. Excep t to the extent necessary to perform the Portfolio Manager’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict the right of the Portfolio Manager, or any affiliate of the Portfolio Manager, or any employee of the Portfolio Manager, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

3. COMPENSATION TO BE PAID BY THE MANAGER TO THE PORTFOLIO MANAGER.

The Manager will pay the Portfolio Manager as compensation for the Portfolio Manager’s services rendered and for the expenses borne by the Portfolio Manager pursuant to Section 1, a fee accrued daily and paid monthly, at the annual rate of 0.725% of the average daily net asset value of the Fund (including daily net assets attributable to any preferred shares of the Fund that may be outstanding). The average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month while this Agreement is in effect. Such fee from the Manager to the Portfolio Manager shall be payable for each month within 10 business days after the end of the month.

In the event that the Portfolio Manager has agreed to a fee waiver arrangement with the Manager, subject to such terms and conditions as the Manager and the Portfolio Manager may set forth in such agreement, the compensation due the Portfolio Manager hereunder shall be reduced to the extent required by such fee waiver arrangement.

If the Portfolio Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.



4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be materially amended unless such material amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Directors of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a) The Fund may at any time terminate this Agreement by written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Portfolio Manager, or
(b) If (i) the Directors of the Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Directors of the Fund who are not interested persons of the Fund or of the Manager or of the Portfolio Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of th e Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Portfolio Manager may continue to serve hereunder in a manner consistent with the 1940 Act, or
(c) The Manager may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Portfolio Manager, and the Portfolio Manager may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager.

Action by the Fund to terminate this Agreement under this paragraph (b)(a) above may be taken either (i) by vote of a majority of the Board,Directors, or (ii) by the affirmative vote of a Majoritymajority of the Outstanding Voting Securitiesoutstanding shares of the Fund. (c) This Agreement shall terminate automatically in the event of its assignment (as such term is defined in the 1940 Act and the rules thereunder). (d)

Termination of this Agreement pursuant to this Section 75 shall be without the payment of any penalty. 8. Nothing

6. CERTAIN INFORMATION.

The Portfolio Manager shall promptly notify the Manager in this Agreement shall limit or restrictwriting of the rightoccurrence of any of the Manager's principals, officersfollowing events: (a) the Portfolio Manager shall fail to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended from time to time, (b) the Portfolio Manager shall have been served or employees who may also be a director, officerotherwise have notice of any action, suit, proceeding, inquiry or employeeinvestigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, to engage(c) there is a change in control of the Portfolio Manager or any otherparent of the Portfolio Manager within the meaning of the 1940 Act, or (d) there is a material adverse change in the business or to devote his time and attention in part to management or other aspectsfinancial position of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Manager's right to engage in any other business or to render services of any kind to any other corporation, investment company, firm, individual or association. The investment management services provided byPortfolio Manager.



7. CERTAIN DEFINITIONS.

For the Manager hereunder are not to be deemed exclusive, and the Manager shall be free to render similar services to others. 9. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (i) to the Manager at 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660 or (ii) to the Fund at 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660. A-5 10. Concurrently with the executionpurposes of this Agreement, the Manager is delivering to the Fund‘‘affirmative vote of a copy of Part II of its Form ADV, as revised, on file with the SEC. The Fund acknowledges receipt of such copy. 11. The Manager's investment authority shall include the authority to purchase, sell, cover open positions, and generally to deal in financial futures contracts ands options thereon, in accordance with the Fund's Registration Statements. The Manager will: (i) open and maintain brokerage accounts for financial futures and options (such accounts hereinafter referred to as "brokerage accounts") on behalf of and in the namemajority of the Fundoutstanding shares’’ means the affirmative vote, at a duly called and (ii) execute for and on behalfheld meeting of shareholders, (a) of the Fund, standard customer agreements with a brokerholders of 67% or brokers. The Manager may, using suchmore of the securities and other property inshares of the Fund, as the Manager deems necessarycase may be, present (in person or desirable, directby proxy) and entitled to vote at such meeting, if the custodian to deposit on behalfholders of more than 50% of the outstanding shares of the Fund, originalas the case may be, entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund, as the case may be, entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms ‘‘affiliated person,’’ ‘‘control,’’ ‘‘interested person’’ and maintenance brokerage deposits‘‘assignment’’ shall have their respective meanings defined in the 1940 Act; the term ‘‘specifically approve at least annually’’ shall be construed in a manner consistent with the 1940 Act and otherwise direct payments of cash, cash equivalentsthe rules and securities and other property into such brokerage accounts andregulations thereunder, subject, however, to such brokersexemptions as may be granted by the SEC under the 1940 Act and the rules and regulations thereunder; and the term ‘‘brokerage and research services’’ shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

8. NONLIABILITY OF PORTFOLIO MANAGER.

Notwithstanding any other provisions of this Agreement, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Portfolio Manager, or reckless disregard of its obligations and duties hereunder, the Portfolio Manager, including its officers, directors and members, shall not be subject to any liability to the Manager, deems desirable or appropriate. The Manager has delivered to the Fund, a copyor to any shareholder, officer, director, partner or Director thereof, for any act or omission in the course of, its Disclosure Document, as amended, dated November 30, 2001, on fileor connected with, rendering services hereunder.

9. EXERCISE OF VOTING RIGHTS.

Except with the Commodity Futures Trading Commission. The Fund hereby acknowledges receipt of such copy. 12. The Manager has consented toagreement (which may be evidenced by resolution) or on the usespecific instructions of the name "PIMCO" byDirectors of the Fund for so long as thisor the Manager, the Portfolio Manager shall not exercise or procure the exercise of any voting right attaching to investments of the Fund.

10. COUNTERPARTS.

This Agreement remainsmay be signed in effect. In the event that this Agreementone or more counterparts, each of which shall be terminated for any reason, and in the event that a subsequent investment management agreement with the Manager or any successordeemed to be an original.

[Remainder of the Manager is not entered into by the Fund, the Fund hereby agrees to take all reasonable action necessary to delete the name "PIMCO" from the name of the Fund. 13. This Agreement shall be governed by and construed in accordance with the laws of the State of California. A-6 page intentionally blank.]



IN WITNESS WHEREOF, the parties heretoALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC have each caused this instrument to be executedsigned on its behalf by their officers designated belowits duly authorized representative, all as of the day and year first above written. PIMCO STRATEGIC GLOBAL Attest: GOVERNMENT FUND, INC. By: --------------------------------- By: --------------------------------- Brent R. Harris Title: Chairman and President PACIFIC INVESTMENT Attest: MANAGEMENT COMPANY LLC By: --------------------------------- By: --------------------------------- R. Wesley Burns Title: Managing Director A-7 APPENDIX B PIMCO Strategic Global Government Fund, Inc. Report of the Audit Oversight Committee The Audit Oversight Committee (the "Committee") oversees the Fund's financial reporting process on behalf of the Board of Directors of the Fund (the "Board") and operates under a written Charter adopted by the Board. The Committee meets with the Fund's management ("Management") and independent public accountants and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In connection with the Committee's and independent accountant's responsibilities, Management has advised that the Fund's financial statements were prepared in conformity with generally accepted accounting principles. The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP ("PwC"), the Fund's independent public accountants, the audited financial statements of the Fund for the fiscal year ended January 31, 2002. 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 auditor's conclusions regarding the reasonableness of those estimates; and (4) disagreements with management over the application of accounting principles and certain other matters. The Committee has received the written disclosures and the letter from PwC required by Independence Standards Board Standard No. 1 (requiring auditors to make written disclosures to and discuss with the Committee various matters relating to the auditor's independence), and has discussed with PwC their independence. The Committee has also reviewed the aggregate fees billed by PwC for professional services rendered to the Fund and for non-audit services provided to Dresdner RCM Global Investors LLC ("Dresdner RCM"), the Fund's investment manager during the last fiscal year, and any entity controlling, controlled by or under common control with Dresdner RCM that provided services to the Fund. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of the Fund's independent auditors, whether the provision of such non-audit services was compatible with maintaining the independence of PwC. Based on the foregoing review and discussions, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended January 31, 2002 be included in the Fund's Annual Report to stockholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and the New York Stock Exchange, and (3) PwC be reappointed as the Fund's independent public accountants. Submitted March 19, 2002 Gregory S. Young, Chairman Francis E. Lundy James M. Whitaker B-1


ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLCPACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:By:
Name:Name:Ernest L. Schmider
Title:Title:Managing Director


PROXY – COMMON SHARES

PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC. 840 NEWPORT CENTER DRIVE PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC. SUITE 300 NEWPORT BEACH, CA 92660

PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON AUGUST 27, 2008

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS - JUNE 21, 2002 THE FUND

The undersigned hereby appoints Jeffrey M. Sargent, Henrik P. Larsen and Garlin G. Flynn, and eachholder of them, as his/her attorneys and proxies, with full power of substitution, to vote and act with respect to allcommon shares of PIMCO Strategic Global Government Fund, Inc., a Maryland corporation (the "Fund"‘‘Fund’’) held by, hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, atwith full power of substitution in each of them, to attend the AnnualSpecial Meeting of StockholdersShareholders of the Fund (the ‘‘Special Meeting’’) to be held at 800 Newport Center Drive, 6th9:30 a.m., Eastern Time, August 27, 2008 at the offices of Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas (between 54th and 55th Streets), 49th Floor, Newport Beach, California 92660,New York, NY 10105, and any postponement or adjournment thereof, to cast on June 21, 2002behalf of the undersigned all votes that the undersigned is entitled to cast at 10:00 a.m. Pacific time, orthe Special Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as adjourned from timeif personally present at such Special Meeting. The undersigned h ereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to time (the "Meeting"), and instructs themthe Special 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 SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE REGARDING THE PROPOSALS INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST ‘‘FOR’’ SUCH PROPOSALS.

Please refer to vote as indicated on the matters referred to in the Proxy Statement for a discussion of the Meeting,Proposals.

The undersigned acknowledges receipt of which is hereby acknowledged, with discretionary power to vote upon such other business as may properly come before the Meeting and any adjournments or postponements thereof. When properly executed, this proxy will be voted in the manner specified herein by the undersigned. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. Receiptcard of a copy of the Notice of AnnualSpecial Meeting of Shareholders and the Proxy Statement is hereby acknowledged. Statement.


Shareholder signature                                                                                        &nbs p;            Date 
Joint Owner signature (if any) Date 

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.





PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC.

COMMON SHARES

Please mark votes as in this example:    [X]

Although the Investment Management and Portfolio Management Agreements consist of two separate contracts, neither agreement will become effective unless both agreements are approved by shareholders.

The Board of Directors recommends a vote ‘‘FOR’’ Proposal 1.

1.    Approval of a new Investment Management Agreement between the Fund and Allianz Global Investors Fund Management LLC.


FOR    [ ]AGAINST    [ ]ABSTAIN    [ ]

The Board of Directors recommends a vote ‘‘FOR’’ Proposal 2.

2.    Approval of a new Portfolio Management Agreement relating to the Fund between Allianz Global Investors Fund Management LLC and Pacific Investment Management Company LLC.


FOR    [ ]AGAINST    [ ]ABSTAIN    [ ]

HAS YOUR ADDRESS CHANGED?DO YOU HAVE ANY COMMENTS?

PLEASE VOTE, DATE AND SIGN AND DATE THIS PROXY ON THE REVERSE SIDE HEREOF
AND RETURN ITTHE SIGNED PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. This proxy must be signed by the beneficial owner of Fund shares. If signing as attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please add title as such. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: PIMCO1 KEEP THIS PORTION FOR YOUR RECORDS - ----------------------------------------------------------------------------------------------------------------------------- DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PIMCO STRATEGIC GLOBAL GOVERNMENT FUND, INC. The Board of Directors recommends that you vote FOR each of the following proposals. For Withhold For All To withhold authority to vote, mark 1. To elect the Nominees listed below to serve All All Except "For All Except" and write the as members of the Fund's Board of Directors. nominee's number on the line below 01) Carter W. Dunlap, Jr. [_] [_] [_] 02) Brent R. Harris ____________________________________ 03) James M. Whitaker For Against Abstain 2. To approve a new investment management agreement between the Fund and Pacific Investment [_] [_] [_] Management Company, LLC Mark box at right if an address change or comment has been noted on the reverse side of this card. [_] Please be sure to sign and date this Proxy. - ------------------------------------------ --------------------------------------- Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date