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Allianz Global Investors Managed Accounts Trust
1345 Avenue of the Americas
New York, New York 10105
(Name of Registrant as Specified in its Charter)
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ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST
1345 Avenue of the Americas
New York, New York 10105
For proxy information, please call 1-866-586-0633
For account information, please call1-800-426-0107
Dear Allianz Global Investors Managed Accounts Trust Shareholder:
On behalf of the Board of Trustees of Allianz Global Investors Managed Accounts Trust (the “Trust”), we are pleased to invite you to a special meeting of the shareholders of the Trust to be held at 10:30 a.m., Eastern time, on September 14, 2010, at the offices of Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York, 10105.
As discussed in more detail in the enclosed Proxy Statement, you will be asked to approve the following proposal:
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| • | Election of seven Trustees of the Trust. Four nominees are currently Trustees of the Trust. |
Your vote is important
After considering the matter, the Nominating Committee of your Board of Trustees unanimously nominated each of the proposed candidates for election and your Board of Trustees unanimously voted to recommend that shareholders of the Trust and each of its series vote in favor of the proposal, as more fully described in the accompanying Proxy Statement. Now it is your turn to review the proposal and vote. For more information about the issues requiring your vote, please refer to the accompanying Proxy Statement.
No matter how many shares you own, your timely vote is important. If you are not available to attend the meeting, then please promptly complete, sign, date and return the enclosed proxy card(s) or give your voting instructions by telephone or via the Internet in order to avoid the expense of additional mailings or of having to incur the additional expense of retaining Broadridge Financial Solutions, Inc., to make telephone calls to remind you to vote. If you vote by telephone or via the internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card. This code is designed to confirm your identity, provide access to the voting site and confirm that your instructions are properly recorded. If you have any questions regarding the Proxy Statement, please call Broadridge Financial Solutions, Inc. at 1-866-586-0633.
Thank you in advance for your participation in this important event.
Sincerely,
Thomas J. Fuccillo
Secretary
ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST
1345 Avenue of the Americas
New York, NY 10105
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Fixed Income SHares: Series C |
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Fixed Income SHares: Series M |
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Fixed Income SHares: Series R |
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Fixed Income SHares: Series H |
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Equity Shares: Series I |
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 14, 2010
To the Shareholders of the above-referenced series of Allianz Global Investors Managed Accounts Trust:
Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of the series of Allianz Global Investors Managed Accounts Trust (the “Trust”) listed above (each, a “Portfolio,” and together, the “Portfolios”) will be held on September 14, 2010, at 10:30 a.m., Eastern time, at the offices of Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York 10105, for the following purposes:
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| 1. | To be voted on by all shareholders of the Trust and each Portfolio, voting together: To elect Trustees of the Trust, as described in Section I of the attached Proxy Statement. |
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| 2. | To consider and act upon such other matters as may properly come before the Meeting and any adjourned or postponed session thereof. |
The Board of Trustees of the Trust has fixed the close of business on July 7, 2010 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. The enclosed proxy is being solicited on behalf of the Board of Trustees of the Trust.
By order of the Board of Trustees
Thomas J. Fuccillo
Secretary
July 21, 2010
YOUR VOTE IS IMPORTANT
It is important that your shares be represented at the Meeting in person or by proxy, no matter how many shares you own. If you do not expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card in the accompanying postage-prepaid envelope or give your voting instructions by telephone or via the Internet. Please submit your proxy card or give your voting instructions promptly in order to save the Portfolios any additional costs of further proxy solicitations and in order for the Meeting to be held as scheduled.
ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST
1345 Avenue of the Americas
New York, NY 10105
The 2010 Proxy Statement and the Annual Report to shareholder for the fiscal year ended October 31, 2009 for Allianz Global Investors Managed Accounts Trust are also available at www.proxyvote.com.
PROXY STATEMENT
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Fixed Income SHares: Series C |
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Fixed Income SHares: Series M |
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Fixed Income SHares: Series R |
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Fixed Income SHares: Series H |
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Equity Shares: Series I |
The Board of Trustees (the “Board” or “Trustees”) of Allianz Global Investors Managed Accounts Trust (the “Trust”) is soliciting proxies from the shareholders of each series of the Trust listed above (each, a “Portfolio” and together, the “Portfolios”) in connection with a special meeting (the “Meeting”) of shareholders of the Portfolios to be held at 10:30 a.m., Eastern time, on September 14, 2010 at the offices of Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York 10105. The Notice of the Meeting, this Proxy Statement and the enclosed proxy card are being sent to shareholders of record as of July 7, 2010 (the “Record Date”) beginning on or about July 21, 2010.Upon request and without charge, the Portfolios will furnish each person to whom this Proxy Statement is delivered with a copy of the Portfolios’ latest annual reports to shareholders. To request one or more reports, please call1-800-498-5413, or write to the Trust at the address appearing above.
The Meeting is being called for the following purposes: (1) to elect Trustees of the Trust, and (2) to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.
Section I of this Proxy Statement contains information relating to the proposal to elect Trustees of the Trust. Section II contains additional background information about the Trust, its investment adviser, Allianz Global Investors Fund Management LLC (“AGI Fund Management” or the “Manager”), and other matters. Section III contains general information about the Meeting and shareholder voting.
I. ELECTION OF A BOARD OF TRUSTEES
The Trust’s Board of Trustees proposes (i) that the following individuals, who are not currently “interested persons” of the Trust (the “Independent Trustees”) as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), be elected or re-elected, as applicable, as Trustees of the Trust: Paul Belica, Hans W. Kertess and William B. Ogden, IV; (ii) that the following “interested person” (defined as
noted above) be elected as a Trustee of the Trust: John C. Maney; and (iii) that the following individuals, who are not currently Trustees or “interested persons” of the Trust (defined as noted above), be elected as Trustees of the Trust: James A. Jacobson, Bradford K. Gallagher and Alan Rappaport (each, a “Nominee,” and together, the “Nominees”), such elections to be effective September 14, 2010.
The Board of Trustees is currently composed of five Trustees, four of whom are Independent Trustees and one of whom is an “interested person” of the Trust (the “Interested Trustee”). The current Trustees are Paul Belica, Hans W. Kertess, John C. Maney, William B. Ogden, IV and R. Peter Sullivan III. Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board of the Trust. If all of the Nominees are approved by shareholders, the Board will consist of seven Trustees, one of whom will be an Interested Trustee and six of whom will be Independent Trustees.
At a meeting held on June 22, 2010, the Nominating Committee of the Board of Trustees of the Trust, the voting members of which are Independent Trustees, nominated each of the current Trustees on the Board to stand for election by shareholders and the Board of Trustees determined to nominate such current Trustees for election by shareholders at the Meeting.
At a meeting held on June 22, 2010, the Nominating Committee of the Board of Trustees of the Trust, the voting members of which are Independent Trustees, nominated each of Bradford K. Gallagher, James A. Jacobson and Alan Rappaport as new Trustees to be elected by shareholders and the Board of Trustees determined to nominate such Trustees for election by shareholders at the Meeting. The terms of Messrs. Gallagher, Jacobson and Rappaport as Trustees are to begin only after they are elected by shareholders.
The Trust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders; and (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders.
Trustees and Officers
The business of the Trust is managed under the direction of the Trust’s Board of Trustees. Subject to the provisions of the Trust’s Declaration of Trust, its By-Laws and the laws of the Commonwealth of Massachusetts, the Trustees have all powers necessary and convenient to carry out this responsibility, including the election and removal of the Trust’s officers.
Board Leadership Structure — The Trust’s Board of Trustees currently consists of five Trustees, four of whom are Independent Trustees. If all the Nominees are approved by shareholders, the Board will consist of seven Trustees, six of whom will be Independent Trustees. An Independent Trustee serves as Chairman of the Trustees and is selected by vote of the majority of the Independent Trustees. The Chairman of the Trustees presides at meetings of the Board and acts as a liaison with service providers,
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officers, attorneys and other Trustees generally between meetings, and performs such other functions as may be requested by the Board from time to time.
The Board of Trustees meets regularly four times each year to discuss and consider matters concerning the Trust and the Portfolios, and also holds special meetings to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of Trust management and are advised by independent legal counsel. Regular meetings generally take place in-person; other meetings may take place in-person or by telephone.
The Board of Trustees has established four standing Committees to facilitate the Trustees’ oversight of the management of the Trust: the Audit Oversight Committee, the Nominating Committee, the Valuation Committee and the Compensation Committee. The functions and role of each Committee are described below under “Committees of the Board of Trustees.” The membership of each Committee consists of all of the Independent Trustees, which the Board believes allows them to participate in the full range of the Board’s oversight duties.
The Board reviews its leadership structure periodically and has determined that this leadership structure, including an Independent Chairman, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Trust. In reaching this conclusion, the Board considered, among other things, the predominant role of the Manager and the investment management firms thatsub-advise the Portfolios on behalf of the Manager (each, a“Sub-Adviser,” and together, the“Sub-Advisers”) in theday-to-day management of Portfolio affairs, the extent to which the work of the Board is conducted through the Committees, the number of Portfolios that comprise the Trust, the variety of asset classes offered by the Trust, the net assets of each Portfolio and the Trust, and the investment advisory, administration, distribution and other service arrangements of each Portfolio and the Trust. The Board also believes that its structure, including the presence of one Trustee who is an executive with various Manager-affiliated entities, facilitates an efficient flow of information concerning the management of the Trust to the Independent Trustees.
Risk Oversight — Each of the Portfolios has retained the Manager and the applicableSub-Adviser to provide investment advisory services, and, in the case of the Manager, administrative services, and these service providers are principally responsible for the management of risks that may arise from Portfolio investments and operations. Some employees of the Manager serve as the Trust’s officers, including the Trust’s principal executive officer and principal financial and accounting officer. The Board oversees the performance of these functions by the Manager andSub-Advisers, both directly and through the Committee structure it has established. The Board receives from the Manager andSub-Advisers a wide range of reports, both on a regular and as-needed basis, relating to the Portfolios’ activities and to the actual and potential risks of the Portfolios and the Trust as a whole. These include reports on investment risks, compliance with applicable laws, and the Portfolios’ financial accounting and reporting. The Board also regularly receives, from the Portfolios’ principal underwriter, reports regarding the distribution, sale and marketing of the Portfolios’ shares, as well as related risks. In addition, the Board meets periodically with the individual portfolio managers of the Portfolios to receive
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reports regarding the portfolio management of the Portfolios and their performance, including their investment risks.
In addition, the Board has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance policies and procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to the Independent Trustees, and provides presentations to the Board at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board periodically discusses relevant risks affecting the Trust with the CCO at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.
Information about Nominees
Information about the Nominees is presented below. The information is listed separately for (i) the Nominee who is an Interested Trustee and (ii) the Nominees who are or would be Independent Trustees. Except as shown, each Nominee’s principal occupation and business experience for the last five years have been with the employer(s) indicated, although in some cases the Nominee may have held different positions with such employer(s). Unless otherwise indicated, the business address of the persons listed below is 1345 Avenue of the Americas, New York, New York 10105.
Interested Trustee Nominee
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Date of Birth | | Trust | | Time Served | | Past 5 Years | | Trustee | | Trustee |
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John C. Maney** 680 Newport Center Drive, Suite 250, Newport Beach, CA 92660 8/3/1959 | | Trustee/ Nominee | | Since 2006 | | Management Board of Allianz Global Investors Fund Management LLC; Management Board and Managing Director of Allianz Global Investors of America L.P. since January 2005 and also Chief Operating Officer of Allianz Global Investors of America L.P. since November 2006. | | 81 | | None |
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* | | The term “Fund Complex” as used in this Proxy Statement includes each Portfolio of the Trust and the following registered investment companies: each series of Allianz Funds, each series of Allianz Funds Multi-Strategy Trust, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income |
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| | Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PIMCO Corporate Income Fund, PIMCO Corporate Opportunity Fund, PIMCO High Income Fund, Nicholas-Applegate Convertible & Income Fund, Nicholas-Applegate Convertible & Income Fund II, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, NFJ Dividend, Interest and Premium Strategy Fund, Nicholas-Applegate International and Premium Strategy Fund, PIMCO Global StocksPLUS & Income Fund, Nicholas-Applegate Equity & Convertible Income Fund, Nicholas-Applegate Global Equity & Convertible Income Fund, PIMCO Income Opportunity Fund, PCM Fund Inc. and PIMCO Strategic Global Government Fund Inc. |
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** | | Mr. Maney is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, due to his affiliation with Allianz Global Investors of America L.P. In addition to Mr. Maney’s positions set forth in the table above, he holds the following positions with affiliated persons: Management Board, Managing Director and Chief Operating Officer of Allianz Global Investors of America LLC; Member — Board of Directors and Chief Operating Officer of Allianz Global Investors of America Holdings Inc. and Oppenheimer Group, Inc.; Managing Director and Chief Operating Officer of Allianz Global Investors NY Holdings LLC; Management Board and Managing Director of Allianz Global Investors U.S. Holding LLC; Managing Director and Chief Operating Officer of Allianz Hedge Fund Partners Holding L.P. and Allianz Global Investors U.S. Retail LLC; Member — Board of Directors and Managing Director of Allianz Global Investors Advertising Agency Inc.; Compensation Committee of NFJ Investment Group LLC; Management Board of Nicholas-Applegate Holdings LLC; Member — Board of Directors and Chief Operating Officer of PIMCO Global Advisors (Resources) Limited; Executive Vice President of PIMCO Japan Ltd.; Chief Operating Officer of Allianz Global Investors U.S. Holding II LLC; and Member and Chairman — Board of Directors, President and Chief Operating Officer of PFP Holdings, Inc. and Managing Director of Allianz Global Investors Capital LLC. |
Independent Trustee Nominees
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Paul Belica 9/27/1921 | | Trustee/ Nominee | | Since inception (March 2000) | | Retired. Formerly Director, Student Loan Finance Corp., Education Loans, Inc., Goal Funding, Inc., Goal Funding II, Inc. and Surety Loan Fund, Inc. Formerly, Manager of Stratigos Fund LLC, Whistler Fund LLC, Xanthus Fund LLC & Wynstone Fund LLC. | | | 52 | | | None |
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and Date of Birth | | Trust | | Time Served | | 5 Years | | Trustee | | | Trustee |
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Bradford K. Gallagher 2/28/1944 | | Nominee | | Nominee | | Founder, Spyglass Investments LLC, a private investment vehicle (since 2001); Founder, President and CEO of Cypress Holding Company and Cypress Tree Investment Management Company (since 1995); Trustee, The Common Fund (since 2005); Chairman and Trustee of Grail Advisors ETF Trust (since 2009); Director, Anchor Point Inc. (since 1995); Chairman and Trustee, Atlantic Maritime Heritage Foundation (since 2007); Director, Shielding Technology Inc. (since 2006); Formerly, Trustee of Nicholas-Applegate Institutional Funds(2007-2010). | | | None | | | Trustee, Grail Advisors ETF Trust consisting of 9 portfolios (since 2009); Trustee, Atlantic Maritime Heritage Foundation (since 2007) and Formerly, Trustee of Nicholas-Applegate Institutional Funds (2007-2010). |
James A. Jacobson 2/3/1945 | | Nominee | | Nominee | | Retired. Formerly, Vice Chairman and Managing Director of Spear, Leeds & Kellogg Specialists LLC, a specialist firm on the New York Stock Exchange. | | | 47 | | | Trustee, Alpine Mutual Funds Complex consisting of 16 funds |
Hans W. Kertess 7/12/1939 | | Trustee/ Nominee | | Since 2005 | | President, H. Kertess & Co., a financial advisory company. Formerly, Managing Director, Royal Bank of Canada Capital Markets. | | | 52 | | | None |
William B. Ogden, IV 1/11/1945 | | Trustee/ Nominee | | Since 2006 | | Asset Management Industry Consultant. Formerly, Managing Director, Investment Banking Division of Citigroup Global Markets Inc. | | | 52 | | | None |
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and Date of Birth | | Trust | | Time Served | | 5 Years | | Trustee | | | Trustee |
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Alan Rappaport 3/13/1953 | | Nominee | | Nominee | | Vice Chairman, Roundtable Investment Partners (since 2009); Chairman (formerly President), Private Bank of Bank of America; Vice Chairman, US Trust(2001-2008). | | | 47 | | | None |
The term of office of each person elected as Trustee will be until his or her successor is elected and qualified. Each of the Nominees has agreed to serve as a Trustee if elected. If any of the Nominees should be unavailable for election at the time of the Meeting (which is not presently anticipated), the persons named as proxy may vote for other persons in their discretion, or the Trustees may vote to fix the number of Trustees at fewer than seven.
Trustee Qualifications —The Board has determined that each Trustee should continue to serve as a Trustee with the exception of Mr. Sullivan due to his expected retirement effective July 31, 2010 and that Messrs. Jacobson, Gallagher and Rappaport should be elected to serve as Trustees, based on several factors (none of which alone is decisive). With the exception of Messrs. Jacobson, Gallagher and Rappaport, who have been nominated by Trustees to be elected by shareholders, each Trustee has served in such role for many years. Mr. Belica has served as a Trustee since the Trust’s inception in 2000, Mr. Kertess has served as a Trustee since 2005 and Messrs. Ogden and Maney have served as Trustees since 2006 and they are intimately familiar with the Trust’s business and service provider arrangements, and have also served for several years as trustee/director to a number of other investment companies advised by the Manager and its affiliates. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each Trustee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Portfolios, were a significant factor in the determination that the individual should serve as a Trustee of the Trust. Following is a summary of various qualifications, experiences and skills of each Trustee and Nominee (in addition to business experience during the
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past five years set forth in the table above) that contributed to the Board’s conclusion that an individual should serve on the Board:
Paul Belica —Mr. Belica has substantial executive and board experience in the financial services and investment management industries. He served as director to several other investment companies. Having served as Director, Senior Vice President and Managing Director of Smith Barney, Harris Upham & Co, he provides the Trust with significant financial expertise and serves as the Audit Oversight Committee’s Chair and has been determined by the Board to be an “audit committee financial expert.” He also brings significant public sector experience, having served as Chairman of the State of New York Mortgage Agency and as executive director of several related public authorities.
Bradford K. Gallagher —Mr. Gallagher has substantial executive and board experience in the financial services and investment management industries. He has served as director to several other investment companies. Having served on the Operating Committee of Fidelity Investments and as a Managing Director and President of Fidelity Investments Institutional Services Company, he provides the Trust with significant asset management industry expertise. He also brings significant securities industry experience, having served as a developer and founder of several enterprises and private investment vehicles.
James A. Jacobson —Mr. Jacobson has substantial executive and board experience in the financial services industry. He served for more than 15 years as a senior executive at a New York Stock Exchange (“NYSE”) specialist firm. He has also served on the NYSE Board of Directors, including terms as Vice Chair. As such, he provides significant expertise on matters relating to portfolio brokerage and trade execution. He has expertise in investment company matters through his service as a trustee of another fund family. Mr. Jacobson has been determined by the Board to be an “audit committee financial expert.” It is anticipated that Mr. Jacobson, if elected by shareholders, will replace Mr. Belica as the Audit Oversight Committee Chairman, effective September 21, 2010.
Hans W. Kertess —Mr. Kertess has substantial executive experience in the investment management industry. He is the president of a financial advisory company, H. Kertess & Co., and formerly served as a Managing Director of Royal Bank of Canada Capital Markets. He has significant expertise in the investment banking industry.
John C. Maney —Mr. Maney has substantial executive and board experience in the investment management industry. He has served in a variety of senior-level positions with investment advisory firms affiliated with the Manager. Because of his familiarity with the Manager and affiliated entities, he serves as an important information resource for the Independent Trustees and as a facilitator of communication with the Manager.
William B. Ogden, IV —Mr. Ogden has substantial senior executive experience in the investment banking industry. He served as Managing Director at Citigroup, where he established and led the firm’s efforts to raise capital for and provide mergers and acquisition advisory services to asset managers and investment advisers. He also has significant expertise with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.
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Alan Rappaport —Mr. Rappaport has substantial senior executive experience in the banking industry. He formerly served as Chairman and President of the private banking division of Bank of America and as Vice Chairman of U.S. Trust. He is currently the Vice Chairman of an investment banking firm.
Committees of the Board of Trustees
Audit Oversight Committee. The Trust’s Board has established an Audit Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust’s Audit Oversight Committee is currently composed of Messrs. Belica, Kertess, Ogden and Sullivan, each of whom is an Independent Trustee. Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board, and thus also as a member of the Audit Oversight Committee. Mr. Belica is currently the Chairman of the Trust’s Audit Oversight Committee. If elected by shareholders, Messrs. Gallagher, Jacobson and Rappaport would be added as members of the Audit Oversight Committee effective September 14, 2010. Mr. Jacobson has been determined by the Board to be an “audit committee financial expert” and it is anticipated, if elected by shareholders, that Mr. Jacobson will serve as the Chairman of the Trust’s Audit Oversight Committee effective September 21, 2010.
The Trust’s Audit Oversight Committee provides oversight with respect to the internal and external accounting and auditing procedures of each Portfolio and, among other things, determines the selection of the independent registered public accounting firm for the Portfolios and considers the scope of the audit, approves all audit and permitted non-audit services proposed to be performed by the independent registered public accounting firm on behalf of the Portfolios, and services to be performed by the independent registered public accounting firm for certain affiliates, including the Manager, the applicableSub-Adviser and entities in a control relationship with the Manager or theSub-Advisers, that provide services to the Portfolios where the engagement relates directly to the operations and financial reporting of the Portfolios. The Audit Oversight Committee considers the possible effect of those services on the independence of the Portfolios independent registered public accounting firm.
Each member of the Trust’s Audit Oversight Committee is an Independent Trustee. The Audit Oversight Committee convened two times during the fiscal year ended October 31, 2009.
Nominating Committee. The Trust has a Nominating Committee composed of Messrs. Belica, Kertess, Ogden and Sullivan. Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board, and thus also as a member of the Nominating Committee. The Nominating Committee is responsible for reviewing and recommending qualified candidates to the Board in the event that a position is vacated or created or when Trustees are to be re-elected. Each member of the Nominating Committee is an Independent Trustee. The Nominating Committee did not convene separately during the fiscal year ended October 31, 2009. If elected by shareholders, Messrs. Gallagher, Jacobson and Rappaport would be added as members of the Nominating Committee effective September 14, 2010.
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Qualifications, Evaluation and Identification of Trustee Nominees. The Nominating Committee of the Trust requires that Trustee candidates have a college degree or equivalent business experience. When evaluating candidates, the Nominating Committee may take into account a wide variety of factors including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) an assessment of the candidate’s ability, judgment and expertise and (vi) overall Board composition. The process of identifying nominees involves the consideration of candidates recommended by one or more of the following sources: (i) the Trust’s current Trustees, (ii) the Trust’s officers, (iii) the Portfolios’ shareholders and (iv) any other source the Committee deems to be appropriate. The Nominating Committee may, but is not required to, retain a third-party search firm at the Trust’s expense to identify potential candidates.
The Nominating Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustee. While the Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Portfolios (e.g., investment management, distribution, accounting, trading, compliance and legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Portfolios.
Consideration of Candidates Recommended by Shareholders. The Nominating Committee will review and consider nominees recommended by shareholders to serve as Trustee, provided that the recommending shareholder follows the Procedures for Shareholders to Submit Nominee Candidates, which are set forth as Appendix A to the Trust’s Nominating Committee Charter and attached as Appendix A to this Proxy Statement. Among other requirements, these procedures provide that the recommending shareholder must submit any recommendation in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust and that such submission must be received at such offices not less than 45 days nor more than 75 days prior to the date of the Board or shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding the candidate and the recommending shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary.
The Nominating Committee has full discretion to reject nominees recommended by shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of Trustees.
Valuation Committee. The Trust’s Valuation Committee is currently composed of Messrs. Belica, Kertess, Ogden and Sullivan, each of whom is an Independent Trustee. Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board, and thus also as a member of the Valuation Committee. The Valuation Committee has been delegated responsibility by the Trust’s Board of Trustees for overseeing determinations of the fair value of the Portfolios’ portfolio securities on behalf of the Board in accordance with the
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Portfolios’ valuation procedures. The Valuation Committee reviews and approves procedures for the fair valuation of the Portfolios’ portfolio securities and periodically reviews information from the Manager and theSub-Advisers regarding fair value and liquidity determinations made pursuant to Board-approved procedures, and makes related recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters. The Valuation Committee convened three times separately during the fiscal year ended October 31, 2009. If elected by shareholders, Messrs. Gallagher, Jacobson and Rappaport would be added as members of the Valuation Committee effective September 14, 2010.
Compensation Committee. The Trust’s Compensation Committee is currently composed of Messrs. Belica, Kertess, Ogden and Sullivan, each of whom is an Independent Trustee. Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board, and thus also as a member of the Compensation Committee. The Compensation Committee meets as the Board deems necessary to review and make recommendations regarding compensation payable to the Trustees of the Trust who are not directors, officers, partners or employees of the Manager, theSub-Advisers or any entity controlling, controlled by or under common control with the Manager or theSub-Advisers. The Compensation Committee did not convene separately during the fiscal year ended October 31, 2009. If elected by shareholders, Messrs. Gallagher, Jacobson and Rappaport would be added as members of the Compensation Committee effective September 14, 2010.
Securities Ownership
As of July 7, 2010, to the best of the knowledge of the Trust, in the aggregate the officers and Trustees of the Trust as a group beneficially owned less than 1% of the outstanding shares of each of the Portfolios and of the Trust as a whole.
For each Nominee, the following table discloses the dollar range of equity securities beneficially owned by the Nominee of each Portfolio in the Trust and, on an aggregate basis, in any registered investment companies overseen or to be overseen by the Nominee within the Trust’s family of investment companies, as of July 7, 2010. The dollar ranges used in the table are: (i) None; (ii) $1-$10,000; (iii) $10,001-$50,000; (iv) $50,001-$100,000; and (v) Over $100,000. The following table includes securities in which a Nominee holds an economic interest through the deferred compensation plan described below.
| | | | |
| | | | Aggregate Dollar Range of Equity Securities in All
|
| | Dollar Range of Equity Securities in
| | Registered Investment Companies Overseen
|
| | Each Portfolio or Series Overseen or to
| | or to be Overseen by Trustee or Nominee in
|
Name of Trustee or Nominee | | be Overseen by the Trustee or Nominee | | Family of Investment Companies* |
|
Paul Belica | | None | | None |
Bradford K. Gallagher | | None | | None |
James A. Jacobson | | None | | None |
Hans W. Kertess | | None | | Over $100,000 |
John C. Maney | | None | | $10,001 - $50,000 |
William B. Ogden, IV | | None | | None |
Alan Rappaport | | None | | None |
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| | | | |
| | | | Aggregate Dollar Range of Equity Securities in All
|
| | Dollar Range of Equity Securities in
| | Registered Investment Companies Overseen
|
| | Each Portfolio or Series Overseen or to
| | or to be Overseen by Trustee or Nominee in
|
Name of Trustee or Nominee | | be Overseen by the Trustee or Nominee | | Family of Investment Companies* |
|
R. Peter Sullivan III** | | None | | $10,001 - $50,000 |
| | |
* | | The term “Family of Investment Companies” as used in this Proxy Statement includes each Portfolio of the Trust and the following registered investment companies: each series of Allianz Funds, each series of PIMCO Funds, each series of PIMCO Equity Series, PIMCO Global Advisors (Ireland) Limited, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PIMCO Corporate Income Fund, PIMCO Corporate Opportunity Fund, PIMCO High Income Fund, Nicholas-Applegate Convertible & Income Fund, Nicholas-Applegate Convertible & Income Fund II, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, NFJ Dividend, Interest and Premium Strategy Fund, Nicholas-Applegate International & Premium Strategy Fund, PIMCO Global StocksPLUS & Income Fund, Nicholas-Applegate Equity & Convertible Income Fund, Nicholas-Applegate Global Equity & Convertible Income Fund, PCM Fund Inc., PIMCO Income Opportunity Fund, PIMCO Strategic Global Government Fund, Inc., each series of PIMCO Funds: Global Investors Series plc, each series of PIMCO Private Account Portfolio Series and each series of Allianz Funds Multi-Strategy Trust. |
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** | | Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board of the Trust. |
The Independent Trustee Nominees and their immediate family members did not beneficially own any securities in an investment adviser or principal underwriter of the Trust, or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Trust, as of July 7, 2010.
Trustees’ Compensation
Each of the Independent Trustees also serves as a trustee of PIMCO Municipal Income Fund, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund III, Nicholas-Applegate Convertible & Income Fund, Nicholas-Applegate Convertible & Income Fund II, PIMCO Corporate Opportunity Fund, PIMCO High Income Fund, PIMCO Corporate Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, NFJ Dividend, Interest & Premium Strategy Fund, Nicholas-Applegate International & Premium Strategy Fund, Nicholas-Applegate Equity & Convertible Income Fund, Nicholas-Applegate Global Equity & Convertible Income Fund,
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PIMCO Global StocksPLUS & Income Fund, PIMCO Income Opportunity Fund, PCM Fund, Inc. and PIMCO Strategic Global Government Fund, Inc., each a closed-end fund for which the Manager serves as investment manager and affiliates of the Manager serve assub-adviser (together, the “Allianz Closed-End Funds”), as well as Allianz Funds Multi-Strategy Trust, an open-end investment company with multiple series for which the Manager serves as investment managerand/or administrator and affiliates of the Manager serve as investmentsub-adviser. As indicated above, certain of the officers of the Portfolio are affiliated with the Manager.
Each of the Allianz Closed-End Funds, the Allianz Funds Multi-Strategy Trust and the Trust is expected to hold joint meetings of their Boards of Trustees whenever possible. Each Trustee, other than any Trustee who is a director, officer, partner or employee of the Manager or any entity controlling, controlled by or under common control with the Manager, receives annual compensation of $250,000, which is payable in quarterly installments. The Independent Chairman of the Boards receives an additional $75,000 annually, payable in quarterly installments. The Audit Oversight Committee Chairman receives an additional $50,000 annually, payable in quarterly installments. Trustees will also be reimbursed for meeting-related expenses.
Each Trustee’s compensation and other costs in connection with joint meetings will be allocated among the Allianz Closed-End Funds, the Allianz Funds Multi-Strategy Trust, and the Trust on the basis of fixed percentages as between each such group of funds. Trustee compensation and other costs will then be further allocated pro rata among the individual funds within each grouping (such as among the various series of the Trust) based on the complexity of issues relating to each such fund and relative time spent by the Trustees in addressing them, and on each such fund’s relative net assets.
Trustees do not currently receive any pension or retirement benefits from the Trust or the Fund Complex (see below).
The following table sets forth information regarding compensation for the most recent fiscal year ended October 31, 2009 received by those Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of the Trust. (Trustees who are interested persons of the Trust and Officers of the Trust receive no compensation from the Trust).
| | | | | | |
| | | | Total Compensation from Trust
| |
| | Aggregate Compensation
| | and Fund Complex Paid to
| |
| | from Trust for the Fiscal
| | Trustees for the Fiscal
| |
| | Year Ended October 31,
| | Year Ended October 31,
| |
Name of Trustee | | 2009 | | 20091 | |
|
Paul Belica | | $25,250 | | $ | 307,083 | |
Robert E. Connor2 | | $21,250 | | $ | 255,250 | |
Hans W. Kertess | | $27,250 | | $ | 331,250 | |
William B. Ogden IV | | $21,250 | | $ | 251,250 | |
R. Peter Sullivan III3 | | $21,250 | | $ | 254,250 | |
| | |
1 | | Each Trustee served as Trustee or Director of several closed-end and/or open-end investment companies advised by the Manager. Messrs. Belica, Connor, Kertess, Ogden |
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| | |
| | and Sullivan served as Trustee or Director of 52 such investment companies. These investment companies are considered to be in the same Fund Complex as the Trust. |
|
2 | | Mr. Connor served as a Trustee of the Trust until his death on April 8, 2010. |
|
3 | | Effective July 31, 2010, Mr. Sullivan will retire as a Trustee of the Board of the Trust. |
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, Allianz Global Investors Managed Accounts Trust,c/o Chief Legal Officer, 1345 Avenue of the Americas, New York, New York 10105. Shareholder communications should identify (i) the shareholder, (ii) the Portfolio or Portfolios that they are writing about, (iii) the firm through which the shareholder purchased the Portfolio or Portfolios and (iv) if applicable, the share class they own (if known).
These procedures do not apply to any communication from an officer or Trustee or any communication from any employee or agent of the Trust, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but do apply to any shareholder proposal submitted pursuant toRule 14a-8 under the Exchange Act, or any communication made in connection with such a proposal.
The Board of Trustees has designated the Trust’s Chief Executive Officer as the designated representative to attend meetings of the Trust’s shareholders.
Trustee Indemnification
The Declaration of Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except with respect to any matter as to which it has been determined that (i) they have not acted in good faith in the reasonable belief that their actions were in or were not opposed to the best interests of the Trust, or (ii) such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Declaration of Trust also provides for the advancement of defense expenses in certain circumstances and for indemnification in the event of settlement, provided that a quorum of the Independent Trustees finds, or independent legal counsel opines, that the person seeking indemnification acted in accordance with the standard above. The Declaration of Trust provides that such finding or opinion may be based upon a rebuttable presumption that the person seeking indemnification neither has engaged in willful misfeasance nor has acted in bad faith, with gross negligence or in reckless disregard of his or her duties. The Trustees and officers of the Trust are covered by liability insurance.
Information about the Trust, including certain information about the Manager, principal underwriter and administrator, independent registered public accounting firm, executive officers and the interests of certain persons appears below under “Section II — Trust Information.”
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Required Vote
The election of each Trustee of the Trust will be by a plurality of the shares of the Trust (the shares of all Portfolios of the Trust voting together as a single class) voted at the Meeting in person or by proxy.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE PORTFOLIOS VOTEFOREACH NOMINEE.
II. TRUST INFORMATION
This section provides certain information about the Trust, including information about its investment adviser, principal underwriter, administrator, independent registered public accounting firm, executive officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Portfolio.
The Trust is an open-end management investment company (“mutual fund”) organized in 2000 as a business trust under the laws of the Commonwealth of Massachusetts. The Trust currently consists of five separate investment series. The address of the Trust is 1345 Avenue of the Americas, New York, New York 10105.
Investment Manager
AGI Fund Management, with principal offices at 1345 Avenue of the Americas, New York, New York 10105, serves as the investment manager for the Portfolios. The Manager is a wholly-owned indirect subsidiary of Allianz Global Investors of America L.P. (“Allianz Global Investors”). Allianz Global Investors, acting through an investment management division, was the former investment adviser to the Trust. Allianz Global Investors was organized as a limited partnership under Delaware law in 1987. Allianz Global Investors’ sole general partner is Allianz Global Investors of America LLC, a Delaware limited liability company. Allianz Global Investors of America LLC has two members, Allianz of America, Inc. (“Allianz of America”), a Delaware corporation which owns a 99.9% non-managing interest, and Allianz Global Investors of America Holdings Inc., a Delaware corporation which owns a 0.01% managing interest. Allianz of America is a wholly-owned subsidiary of Allianz SE. Allianz Global Investors of America Holdings Inc. is a wholly-owned subsidiary of Allianz Global Investors Aktiengesellschaft, which is an indirect subsidiary of Allianz SE. Allianz SE indirectly holds a controlling interest in Allianz Global Investors. Allianz SE is a European-based, multinational insurance and financial services holding company. The address for Allianz Global Investors, Allianz Global Investors of America LLC and Allianz Global Investors of America Holding Inc. is 680 Newport Center Drive, Suite 250, Newport Beach, California 92660. The address for Allianz Global Investors Aktiengesellschaft is Seidlstrasse,24-24a, D-80335 Munich, Germany. Allianz SE’s address is Koeniginstrasse 28, D-80802, Munich, Germany.
Principal Underwriter
Allianz Global Investors Distributors LLC (the “Distributor”) serves as the principal underwriter of each class of the Trust’s shares pursuant to a distribution contract with the
15
Trust. The Distributor is an indirect subsidiary of Allianz Global Investors. The Distributor, located at 1345 Avenue of the Americas, New York, New York 10105, is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”).
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (the “Independent Registered Public Accounting Firm”), 1055 Broadway, Kansas City, Missouri 64105, serves as the independent registered public accounting firm for the Portfolios. The Independent Registered Public Accounting Firm provides audit services, tax return review and assistance and consultation in connection with review of SEC filings.
Representatives of the Independent Registered Public Accounting Firm will be available at the Meeting by telephone to answer any appropriate questions and will have the opportunity to make a statement if they desire to do so.
The following tables set forth, for the Trust’s two most recent fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the Trust and (b) those non-audit services provided to the Manager andSub-Advisers (other than unaffiliatedSub-Advisers) and any entity controlling, controlled by or under common control with the Manager or affiliatedSub-Advisers that provides ongoing services to the Trust (collectively, “Service Entities”) that relate directly to the Portfolios’ operations and financial reporting:
| | | | | | | | | | | | | | | | |
Fiscal Year Ended | | Audit Fees | | | Audit-Related Fees | | | Tax Fees | | | All Other Fees | |
|
October 31, 2009 | | $ | 199,000 | | | $ | 0 | | | $ | 46,000 | | | $ | 0 | |
October 31, 2008 | | $ | 155,931 | | | $ | 0 | | | $ | 46,000 | | | $ | 0 | |
“Audit Fees” represent fees billed for each of the last two fiscal years or professional services rendered for the audit of the Trust’s annual financial statements for those fiscal years or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years. “Audit-Related Fees” represent fees billed for each of the last two fiscal years for assurance and related services reasonably related to the performance of the audit of the Trust’s annual financial statements for those years. “Tax Fees” represent fees billed for each of the last two fiscal years for professional services related to tax compliance, tax advice and tax planning, including preparation of federal and state income tax returns, review of excise tax distribution requirements and preparation of excise tax returns. “All Other Fees” represent fees, if any, billed for other products and services rendered by the principal accountant to the Trust for the last two fiscal years. The Manager, in its role as administrator, bears the cost of these audit services at its own expense under its administration agreement with the Portfolios.
To the extent required by applicable regulations, the Audit Oversight Committee of the Board of Trustees of the Trust must approve in advance all audit and non-audit services rendered to the Trust by the Independent Registered Public Accounting Firm and all non-audit services to the Service Entities, if the engagement relates directly to the operations and financial reporting of the Trust. Such services may also be approved by a designated member of the Audit Oversight Committee if the fees for such services are
16
below a designated amount. Such amount varies depending on the type of service. Currently, such amounts are $250,000 for audit services and $250,000 for audit-related services, tax services and non-audit services provided to Service Entities or other permitted services. During the last two fiscal years, no services described above under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the “de minimis” exception set forth in paragraph (c)(7)(i)(C) ofRule 2-01 ofRegulation S-X.
For the Portfolios’ two most recent fiscal years, the aggregate non-audit fees billed by the Independent Registered Public Accounting Firm for services rendered to the Trust and the Service Entities were as follows:
| | | | | | | | |
| | Aggregate Non-Audit Fees Billed to Entity | |
Entity | | October 31, 2009 | | | October 31, 2008 | |
|
Allianz Global Investors Managed Accounts Trust | | $ | 46,000 | | | $ | 46,000 | |
Service Entities | | $ | 3,629,717 | | | $ | 2,770,734 | |
The Trust’s Audit Oversight Committee has considered whether the provision of non-audit services that were rendered to the Trust’s Service Entities that were not required to be pre-approved was compatible with maintaining the Independent Registered Public Accounting Firm’s independence.
The following table sets forth amounts the Independent Registered Public Accounting Firm billed to the Trust’s Service Entities for services required to be pre-approved by the Audit Oversight Committee.
| | | | | | | | | | | | |
Fiscal Year Ended | | Audit-Related Fees | | | Tax Fees | | | All Other Fees | |
|
October 31, 2009 | | $ | 0 | | | $ | 0 | | | $ | 0 | |
October 31, 2008 | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Executive Officers
The following table provides information about the current executive officers of the Trust, including their principal occupations, which, unless specific dates are shown, are of more than five years’ duration, although the titles may not have been the same
17
throughout. Unless otherwise indicated, the business address of the persons listed below is 1345 Avenue of the Americas, New York, New York 10105.
| | | | | | |
| | | | | | Principal Occupation(s)
|
Name Address
| | Position(s) Held
| | Term of Office and Length
| | During
|
and Date of Birth | | with Trust | | of Time Served | | Past 5 Years |
|
Brian S. Shlissel 11/14/1964 | | President and Chief Executive Officer | | Since December 2002 | | Managing Director, Head of Mutual Fund Services of Allianz Global Investors Fund Management LLC; President and Chief Executive Officer of 29 funds in the Fund Complex; Treasurer, Principal Financial and Accounting Officer of 52 funds in the Fund Complex and The Korea Fund, Inc. Formerly, Director of Premier VIT. |
Thomas J. Fuccillo 3/22/1968 | | Vice President, Chief Legal Officer and Secretary | | Since December 2004 | | Executive Vice President, Chief Legal Officer and Secretary of Allianz Global Investors Fund Management LLC; Executive Vice President of Allianz Global Investors of America L.P. Vice President, Secretary and Chief Legal Officer of 81 funds in the Fund Complex; Secretary and Chief Legal Officer of The Korea Fund, Inc. Formerly, Vice President, Secretary and Chief Legal Officer of Premier VIT. |
Youse E. Guia 9/3/1972 | | Chief Compliance Officer | | Since September 2004 | | Senior Vice President, Chief Compliance Officer, Allianz Global Investors of America L.P.; Chief Compliance Officer of 81 funds in the Fund Complex and The Korea Fund, Inc. Formerly, Chief Compliance Officer of Premier VIT. |
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| | | | | | |
| | | | | | Principal Occupation(s)
|
Name Address
| | Position(s) Held
| | Term of Office and Length
| | During
|
and Date of Birth | | with Trust | | of Time Served | | Past 5 Years |
|
Lawrence G. Altadonna 3/10/1966 | | Treasurer and Principal Financial and Accounting Officer | | Since December 2002 | | Senior Vice President, Allianz Global Investors Fund Management LLC; Treasurer, Principal Financial and Accounting Officer of 29 funds in the Fund Complex; Assistant Treasurer of 52 funds in the Fund Complex and The Korea Fund, Inc. Formerly, Treasurer, Principal Financial and Accounting Officer of Premier VIT. |
Richard J. Cochran 1/23/1961 | | Assistant Treasurer | | Since May 2008 | | Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 81 funds in the Fund Complex. Formerly, Assistant Treasurer of Premier VIT; and Tax Manager, Teachers Insurance Annuity Association/College Retirement Equity Fund (TIAA-CREF)(2002-2008). |
Scott Whisten 3/13/1971 | | Assistant Treasurer | | Since January 2007 | | Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 81 funds in the Fund Complex. Formerly, Assistant Treasurer of Premier VIT. |
Kathleen A. Chapman 11/11/1954 | | Assistant Secretary | | Since December 2006 | | Senior Paralegal, Allianz Global Investors of America, L.P. (since March 2005); Assistant Secretary of 81 funds in the Fund Complex. Formerly, Assistant Secretary of Premier VIT. |
Lagan Srivastava 9/20/1977 | | Assistant Secretary | | Since December 2006 | | Assistant Secretary of 81 funds in the Fund Complex and of The Korea Fund, Inc. Formerly, Assistant Secretary of Premier VIT. |
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Please see the following table for information about relationships between the Trust’s officers and certain of the Trust’s affiliates.
Certain Affiliations
The following table lists the positions held by the Trust’s officers and any Trustee or Nominee who is an “interested person” of the Trust with affiliated persons or principal underwriter of the Trust:
| | |
| | Positions Held with Affiliated Persons or
|
Name | | Principal Underwriter of the Trust |
|
Thomas J. Fuccillo | | Executive Vice President, Chief Legal Officer and Secretary of Allianz Global Investors Fund Management LLC; Executive Vice President of Allianz Global Investors of America L.P. |
John C. Maney | | Management Board, Managing Director and Chief Operating Officer of Allianz Global Investors of America L.P. and Allianz Global Investors of America LLC; Member — Board of Directors and Chief Operating Officer of Allianz Global Investors of America Holdings Inc. and Oppenheimer Group, Inc.; Managing Director and Chief Operating Officer of Allianz Global Investors NY Holdings LLC; Management Board and Managing Director of Allianz Global Investors U.S. Holding LLC; Managing Director and Chief Operating Officer of Allianz Hedge Fund Partners Holding L.P. and Allianz Global Investors U.S. Retail LLC; Member — Board of Directors and Managing Director of Allianz Global Investors Advertising Agency Inc.; Compensation Committee of NFJ Investment Group LLC; Management Board of Allianz Global Investors Fund Management LLC, and Nicholas-Applegate Holdings LLC; Member — Board of Directors and Chief Operating Officer of PIMCO Global Advisors (Resources) Limited; Executive Vice President of PIMCO Japan Ltd.; Chief Operating Officer of Allianz Global Investors U.S. Holding II LLC; and Member and Chairman — Board of Directors, President and Chief Operating Officer of PFP Holdings, Inc. and Managing Director of Allianz Global Investors Capital LLC. |
Brian S. Shlissel | | Managing Director, Head of Mutual Fund Services; Allianz Global Investors Fund Management LLC. |
Lawrence G. Altadonna | | Senior Vice President, Allianz Global Investors Fund Management LLC. |
Youse E. Guia | | Senior Vice President, Chief Compliance Officer, Allianz Global Investors of America L.P. |
Outstanding Shares and Significant Shareholders
Information about the number of outstanding shares and significant shareholders of the Portfolios is set forth in Appendix B.
Regulatory and Litigation Matters
In June and September 2004, AGI Fund Management, PEA Capital LLC (“PEA”) and AGID and certain of their affiliates, agreed to settle, without admitting or denying the allegations, claims brought by the SEC and the New Jersey Attorney General alleging violations of federal and state securities laws with respect to certain open-end funds for which AGI Fund Management serves as investment manager. The settlements related to an alleged “market timing” arrangement in certain open-end funds formerlysub-advised by PEA. The investment manager settled a regulatory action with the SEC that alleged
20
violations of various antifraud provisions of the federal securities laws in connection with an alleged market timing arrangement involving trading of shares of certain open-end funds formerlysub-advised by PEA. AGI Fund Management, PEA, AGID and Allianz Global Investors reached a settlement relating to the same subject matter with the Attorney General of the State of New Jersey in June 2004. Allianz Global Investors, AGI Fund Management, PEA and the Distributor paid and its affiliates agreed to pay a total of $68 million to the SEC and New Jersey to settle the claims related to market timing. In addition to monetary payments, the settling parties agreed to undertake certain corporate governance, compliance and disclosure reforms related to market timing, and consented to cease and desist orders and censures. None of these settlements alleged that any inappropriate activity took place with respect to the Portfolios. Subsequent to these events, PEA deregistered as an investment adviser and dissolved.
Since February 2004, Allianz Global Investors, AGI Fund Management, the Distributor, PEA and certain of their employees have been named as defendants in eleven lawsuits filed in various jurisdictions, which have been transferred to and consolidated for pre-trial proceedings in a multi-district litigation proceeding in the U.S. District Court for the District of Maryland (the “MDL Court”). The lawsuits generally relate to the same allegations that are the subject of the regulatory proceedings discussed above. The lawsuits seek, on behalf of fund shareholders or the funds themselves, among other things, unspecified compensatory damages plus interest and, in some cases, punitive damages, the rescission of investment advisory contracts, the return of fees paid under those contracts, restitution and waiver of or return of certain sales charges paid by fund shareholders. After a number of claims in the lawsuits were dismissed by the MDL Court, the parties entered into a stipulation of settlement, which was publicly filed with the MDL Court in April 2010, resolving all remaining claims, but the settlement remains subject to the approval of the MDL Court.
It is possible that these mattersand/or other developments resulting from these matters could result in increased Portfolio redemptions or other adverse consequences to the Portfolios. However, AGI Fund Management and AGID believe that these matters are not likely to have a material adverse effect on the Portfolios or on AGI Fund Management’s or AGID’s ability to perform their respective investment advisory or distribution services relating to the Portfolios.
The foregoing speaks only as of the date of this Proxy Statement. While there may be additional litigation or regulatory developments in connection with the matters discussed above, the foregoing disclosure will be updated if those developments are likely to have a material adverse effect on the Portfolios or on the ability of the Manager, the Distributor or the Portfolios’sub-advisers to perform their respective contracts with respect to the Portfolios.
V. VOTING INFORMATION
Record Date, Quorum and Methods of Tabulation
Shareholders of record at the close of business on July 7, 2010 are entitled to notice of, and to vote at, the Meeting. With respect to the election of Trustees, the holders of
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40% of the shares of the Trust outstanding as of the Record Date, present in person or represented by proxy, constitute a quorum for the transaction of business by the shareholders of the Trust at the Meeting.
Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. Shares represented by timely, duly executed proxies will be voted as you instruct.If no specification is made, shares will be voted in accordance with the recommendation of the Trustees.Proxies may be revoked at any time before they are exercised by sending a written revocation which is received by the Secretary of the Trust prior to any such exercise, by properly executing a later-dated proxy, or by attending the Meeting and voting in person.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Trust as tellers both for the purpose of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting. Abstentions and “broker non-votes” (i.e., proxies representing shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be counted for quorum purposes. So long as a quorum is present, neither abstentions nor broker non-votes will have any effect on the outcome of the proposal to elect Trustees.
Adjournments
In the event that a quorum is not present for purposes of acting on a proposal, or if sufficient votes in favor of a proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present in person or represented by proxy at the session of the Meeting to be adjourned whether or not a quorum is present. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of any proposal that has not then been adopted. They will vote against such adjournment those proxies required to be voted against each proposal that has not then been adopted and will not vote any proxies that direct them to abstain from voting on such proposals.
Solicitation of Proxies
The solicitation of proxies by personal interview, mail and telephone may be made by officers and Trustees of the Trust and officers and employees of the Manager, its affiliates and other representatives of the Trust. The Trust has retained Broadridge Financial Solutions, Inc. to aid in the solicitation of proxies (which is estimated to cost approximately $40,000), and this cost and the costs of preparing, printing and mailing this Proxy Statement and the cost of holding the Meeting (including the costs of any additional solicitation and any adjourned session) will be paid by the Trust.
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Methods of Voting
Electronic Voting: In addition to voting by mail, you may also give your voting instructions via the Internet or by touch-tone telephone by following the instructions on the proxy card.
Telephone Voting: You may give your voting instructions over the telephone by calling the phone number listed on your proxy card. If you have any questions regarding the proxy statement please call1-866-586-0633. When receiving your instructions by telephone, the representative may ask you for your full name and address to confirm that you have received the Proxy Statement in the mail. If the information you provide matches the information provided to Broadridge Financial Solutions, Inc. by the Trust, then a representative can record your instructions over the phone and transmit them to the official tabulator.
As the Meeting date approaches, you may receive a call from a representative of Broadridge Financial Solutions, Inc. if the Trust has not yet received your vote.
Voting by Mail: If you wish to participate in the Meeting, but do not wish to give a proxy by telephone or via the Internet, you can still complete, sign and mail the proxy card received with the Proxy Statement by following the instructions on the proxy card, or you can attend the Meeting in person.
Shareholder Proposals at Future Meetings
Under its Declaration of Trust, the Trust is not required to hold annual meetings of Trust shareholders to elect Trustees or for other purposes. Except as described below, it is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Declaration of Trust. In this regard, the Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than a majority of the Trustees have been elected by the shareholders of the Trust. Shareholder proposals to be presented at any future meeting of shareholders of the Trust must be received by the Trust a reasonable time before that meeting in order for such proposals to be considered for inclusion in the proxy materials relating to that meeting. As discussed above under “Election of a Board of Trustees — Shareholder Communications with the Board,” any such proposals should be submitted to Allianz Global Investors Managed Accounts Trust,c/o Chief Legal Officer, 1345 Avenue of the Americas, New York, New York 10105.
Other Matters
Although the Meeting has been called to transact any other business that may properly come before it, the only business that management intends to present or that it knows that others will present is proposal 1 in the Notice of Special Meeting. If any other matters properly come before the Meeting, the persons named in properly executed proxies have discretionary authority to vote such proxies as they shall decide.
Only one copy of this Proxy Statement may be mailed to a household, even if more than one person in a household is a Portfolio shareholder of record, unless the applicable Portfolio has received contrary instructions from one or more of the
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shareholders. If you need additional copies of this Proxy Statement and you are a holder of record of your shares, please call 1-866-586-0633. 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 the Manager in writing at Allianz Global Investors Fund Management LLC, C/O BFDS, P.O. Box 8050, Boston, Massachusetts 02940,or by telephone at1-800-426-0107, or contact your financial service firm.
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Appendix A
Nominating Committee Charter
Allianz Funds, Allianz Funds Multi-Strategy Trust,
Allianz Global Investors Managed Accounts Trust, Premier VIT, and
Allianz Global Investors Fund Management Sponsored Closed-End Funds
The Boards of Directors/Trustees (the “Boards”) of each Trust and respective series thereof (each Trust or series, a “Fund”) have adopted this Charter to govern the activities of the Nominating Committee (the “Committee”) of each Board.
Statement of Purpose and Responsibility
The primary purpose and responsibility of each Committee is the screening and nomination of candidates for election to the Board as independent Directors/Trustees.
Organization and Governance
Each Committee shall be comprised of as many Directors/Trustees as the Board shall determine, but in any event not fewer than two (2) Directors/Trustees. Each Committee must consist entirely of Board members who are not “interested persons” of the relevant Funds, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Each Board may remove or replace any member of the Committee at any time in its sole discretion.
One or more members of a Committee may be designated by the Board as the Committee’s chairman or co-chairman, as the case may be.
A Committee will not have regularly scheduled meetings. Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with the Fund’s Bylaws.
Qualifications for Director/Trustee Nominees
A Director/Trustee candidate must have a college degree or equivalent business experience. The Committee may take into account a wide variety of factors in considering Director/Trustee candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversity of the Board’s composition.
Identification of Nominees
In identifying potential nominees for a Board, the Committee may consider candidates recommended by the following sources: (i) the Fund’s current Directors/Trustees; (ii) the Fund’s officers; (iii) the Fund’s investment adviser or sub-advisers; (iv) shareholders of the Fund (see below); and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm at the Fund’s expense to identify potential candidates.
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Consideration of Candidates Recommended By Shareholders
A Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources.Appendix A (for all Funds other than the Allianz Global Investors Fund Management Sponsored Closed-End Funds and The Korea Fund, Inc.) andAppendix B (for the Allianz Global Investors Fund Management Sponsored Closed-End Funds and The Korea Fund, Inc.) to this Charter, as they may be amended from time to time by a Committee, set forth procedures that must be followed by shareholders to submit properly a nominee candidate to the Committee (recommendations not properly submitted in accordance withAppendix A orAppendix B (as applicable) will not be considered by the Committee).
Recommendation of Candidates to the Board
A Committee will recommend to the Board the Directors/Trustees candidates that it deems qualified to serve as independent directors/trustees on the Board. To the extent practicable, the Committee will rank such potential nominees for the Board in order of preference.
Appendix A
Procedures for Shareholders to Submit Nominee Candidates for
all Funds other than the Allianz Global Investors Fund
Management Sponsored Closed-End Funds
and The Korea Fund, Inc.
A shareholder of a Fund must follow the following procedures in order to submit properly a nominee recommendation for the Committee’s consideration.
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1. | | The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to a Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. Once each quarter, if any Shareholder Recommendations have been received by the Secretary during the quarter, the Secretary will inform the Committee of the new Shareholder Recommendations. Because the Fund does not hold annual or other regular meetings of shareholders for the purpose of electing Directors/Trustees, the Committee will accept Shareholder Recommendations on a continuous basis. |
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2. | | All Shareholder Recommendations properly submitted to a Fund will be held by the Secretary until such time as (i) the Committee convenes to consider candidates to fill Board vacancies or newly created Board positions (a “Director/Trustee Consideration Meeting”) or (ii) the Committee instructs the Secretary to discard a Shareholder Recommendation following a Director/Trustee Consideration Meeting or an Interim Evaluation (as defined below). |
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3. | | At a Director/Trustee Consideration Meeting, the Committee will consider each Shareholder Recommendation then held by the Secretary. Following a Director/Trustee Consideration Meeting, the Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary. |
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4. | | A Committee may, in its discretion and at any time, convene to conduct an evaluation of validly submitted Shareholder Recommendations (each such meeting, an “Interim Evaluation”) for the purpose of determining which Shareholder Recommendations will be considered at the next Director/Trustee Consideration Meeting. Following an Interim Evaluation, the Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary. |
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5. | | The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”); (B) the number of shares of (and class) of the Fund(s) owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 ofRegulation S-K or paragraph (b) of Item 22 ofRule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Directors/Trustees or Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding the candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director/Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Fund’s books; (iv) the number of shares of (and class) of the Fund(s) owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to satisfy applicable law. |
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Appendix B
Outstanding Shares and Significant Shareholders
Outstanding Shares
As of July 7, 2010 as shown on the books of the Trust, there were issued and outstanding the following number of shares of beneficial interest of each class of the Portfolios of the Trust:
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Series C: | | | | |
Merrill Lynch Pierce Fenner | | | 39.83 | % |
& Smith Inc for the Sole Benefit of Its Customers 4800 Deer Lake Drive E. Fl. 3 Jacksonville, FL32246-6484 | | | | |
Charles Schwab & Co., Inc. | | | 15.44 | % |
Special Custody Accounts FBO Customers ATTN Mutual Funds 101 Montgomery St. San Francisco, CA94104-4151 | | | | |
Series M: | | | | |
Merrill Lynch Pierce Fenner | | | 39.93 | % |
& Smith Inc for the Sole Benefit of Its Customers 4800 Deer Lake Drive E. Fl. 3 Jacksonville, FL32246-6484 | | | | |
Charles Schwab & Co., Inc. | | | 15.31 | % |
Special Custody Accounts FBO Customers ATTN Mutual Funds 101 Montgomery St. San Francisco, CA94104-4151 | | | | |
Series R: | | | | |
Merrill Lynch Pierce Fenner | | | 68.71 | % |
& Smith Inc for the Sole Benefit of Its Customers 4800 Deer Lake Drive E. Fl. 3 Jacksonville, FL32246-6484 | | | | |
Series H: | | | | |
Merrill Lynch Pierce Fenner | | | 55.34 | % |
& Smith Inc for the Sole Benefit of Its Customers 4800 Deer Lake Drive E. Fl. 3 Jacksonville, FL32246-6484 | | | | |
Allianz Global Investors of America L.P. | | | 44.66 | % |
ATTN Donna Thompson 680 Newport Center Dr. Ste 250 Newport Beach, CA92660-4046 | | | | |
Equity Shares: Series I | | | | |
Allianz Global Investors of America L.P. | | | 97.31 | % |
ATTN Donna Thompson 680 Newport Center Dr. Ste 250 Newport Beach, CA92660-4046 | | | | |
B-1
P.O. BOX9112
FARMINGDALE, NY 11735
To vote by Internet
1) | | Read the Proxy Statement and have the proxy card below at hand. |
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2) | | Go to websitewww.proxyvote.com |
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3) | | Follow the instructions provided on the website. |
To vote by Telephone
1) | | Read the Proxy Statement and have the proxy card below at hand. |
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2) | | Call1-800-690-6903 |
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3) | | Follow the instructions. |
To vote by Mail
1) | | Read the Proxy Statement. |
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2) | | Check the appropriate boxes on the proxy card below. |
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3) | | Sign and date the proxy card. |
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4) | | Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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| | <XXXXX>1 | | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST
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I. Elect a Board of Trustees
Nominees: | | For All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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01) Paul Belica | | | | | | | | | | | |
02) James A. Jacobson | | o | | o | | o | | | | | |
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03) Hans W. Kertess | | | | | | | | | | | |
04) William B. Ogden, IV | | | | | | | | | | | |
05) Alan Rappaport | | | | | | | | | | | |
06) John C. Maney | | | | | | | | | | | |
07) Bradford K. Gallagher | | | | | | | | | | | |
| II. | | To vote and otherwise represent the undersigned on any other business that may properly come before the Meeting or any adjournments or postponements thereof, in the discretion of the proxy holder(s). |
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY.
NOTE:Please sign exactly as your name appears on this card. All joint owners should sign. When signing as executor, administrator, attorney, Trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in a full corporate name and indicate the signer’s office. If a partner, sign in the partnership name
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.
<XXXXX>2
PROXY CARD
ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
FOR A SPECIAL MEETING OF SHAREHOLDERS - SEPTEMBER 14, 2010
The undersigned holder of shares of Allianz Global Investors Managed Accounts Trust (the “Trust” and the “Portfolios”), hereby appoints Lawrence G. Altadonna, Thomas J. Fuccillo and Brian S. Shlissel, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend a Special Meeting of Shareholders of the Portfolios (the “Special Meeting”) to be held at 10:30 a.m., Eastern Time, September 14, 2010 at the offices of Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, between West 54th and West 55th Streets, 49th Floor, New York, New York 10105, and any postponement or adjournment thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned if personally present at such Special Meeting.
The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the Commonwealth of Massachusetts and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto.
The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement dated July 21, 2010.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED HEREOF. THE PROXY HOLDER(S) WILL VOTE ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN ACCORDANCE WITH THEIR BEST JUDGMENT.IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE REGARDING THE APPROVAL OF THE PROPOSAL BELOW, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. THIS PROXY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND APPLICABLE FEDERAL SECURITIES LAWS.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.