Robert E. Connor
Trustee, Chairman of the Board of Trustees
Paul Belica
Trustee
John J. Dalessandro II
Trustee
David C. Flattum
Trustee
Hans W. Kertess
Trustee
R. Peter Sullivan III
Trustee
Brian S. Shlissel
President & Chief Executive Officer
Lawrence G. Altadonna
Treasurer, Principal Financial & Accounting Officer
Thomas J. Fuccillo
Secretary & Chief Legal Officer
Youse Guia
Chief Compliance Officer
State Street Bank & Trust Co.
225 Franklin Street
Boston, MA 02110
PFPC Inc.
P.O. Box 43027
Providence, RI 02940-3027
This report, including the financial information herein, is transmitted to the shareholders of PIMCO Municipal Income Fund, PIMCO California Municipal Income Fund and PIMCO New York Municipal Income Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Funds or any securities mentioned in this report.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time each Fund may purchase shares of its common stock in the open market.
The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission (the ‘‘Commission’’) for the first and third quarters of its fiscal year on Form N-Q. The Funds' Form N-Q is available (i) on the Funds’ website at www.allianzinvestors.com (ii) on the Commission’s website at www.sec.gov, and (iii) at the Commission’s Public Reference Room located at the Commission’s headquarters’ office, 450 5th Street N.W. Room 1200, Washington, D.C. 20459, (202) 942-8090.
On December 30, 2005, the Funds submitted a CEO annual certification to the New York Stock Exchange (‘‘NYSE’’) on which the each Fund’s principal executive officer certified that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules each Fund’s principal executive and principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Funds’ disclosure controls and procedures and internal control over financial reporting, as applicable.
Information on the Funds is available at www.allianzinvestors.com/closedendfunds or by calling the Funds’ shareholder servicing agent at (800) 331-1710.
ITEM 2. CODE OF ETHICS
(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics (the "Section 406 Standards for Investment
Companies -- Ethical Standards for Principal Executive and Financial
Officers") that applies to the registrant's Principal Executive Officer
and Principal Financial Officer; the registrant's Principal Financial
Officer also serves as the Principal Accounting Officer. The registrant
undertakes to provide a copy of such code of ethics to any person upon
request, without charge, by calling 1-800-331-1710. The Investment
Managers code of ethics are included as an Exhibit 99.CODE ETH hereto.
(b) During the period covered by this report, there were not any amendments
to a provision of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, there were not any waivers or
implicit waivers to a provision of the code of ethics adopted in 2(a)
above.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrant's Board has determined that Mr. Paul Belica, a member of the
Board's Audit Oversight Committee is an "audit committee financial expert," and
that he is "independent," for purposes of this Item.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
a) Audit fees. The aggregate fees billed for the last fiscal year (the
"Reporting Period") for professional services rendered by the
Registrant's principal accountant (the "Auditor") for the audit of the
Registrant's annual financial statements, or services that are normally
provided by the Auditor in connection with the statutory and regulatory
filings or engagements for the Reporting Periods, were $19,148 in 2005
and $23,308 in 2006.
b) Audit-Related Fees. The aggregate fees billed in the Reporting Period
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit registrant's
financial statements and are not reported under paragraph (e) of this
Item were $4,784 in 2005 and $5,259 in 2006. These services consist
of accounting consultations, agreed upon procedure reports (inclusive
of annual review of basic maintenance testing associated with the
Preferred Shares), attestation reports and comfort letters.
c) Tax Fees. The aggregate fees billed in the Reporting Period for
professional services rendered by the Auditor for tax compliance, tax
service and tax planning ("Tax Services") were $8,000 in 2005 and
$8,500 in 2006. These services consisted of review or preparation of
U.S. federal, state, local and excise tax returns.
d) All Other Fees. There were no other fees billed in the Reporting
Periods for products and services provided by the Auditor to the
Registrant.
e) 1. Audit Committee Pre-Approval Policies and Procedures. The
Registrant's Audit Committee has established policies and procedures
for pre-approval of all audit and permissible non-audit services by the
Auditor for the Registrant, as well as the Auditor's engagements
related directly to the operations and financial reporting of the
Registrant. The Registrant's policy is stated below.
PIMCO New York Municipal Income Fund (THE "FUND")
AUDIT OVERSIGHT COMMITTEE POLICY FOR PRE-APPROVAL OF SERVICES PROVIDED BY THE
INDEPENDENT ACCOUNTANTS
The Funds' Audit Oversight Committee ("Committee") is
charged with the oversight of the Funds' financial reporting policies and
practices and their internal controls. As part of this responsibility, the
Committee must pre-approve any independent accounting firm's engagement to
render audit and/or permissible non-audit services, as required by law. In
evaluating a proposed engagement by the independent accountants, the Committee
will assess the effect that the engagement might reasonably be expected to have
on the accountant's independence. The Committee's evaluation will be based on:
a review of the nature of the professional services expected to provided,
the fees to be charged in connection with the services expected to be
provided,
a review of the safeguards put into place by the accounting firm to
safeguard independence, and
periodic meetings with the accounting firm.
POLICY FOR AUDIT AND NON-AUDIT SERVICES TO BE PROVIDED TO THE FUNDS
On an annual basis, the Funds' Committee will review and pre-approve the scope
of the audits of the Funds and proposed audit fees and permitted non-audit
(including audit-related) services that may be performed by the Funds'
independent accountants. At least annually, the Committee will receive a report
of all audit and non-audit services that were rendered in the previous calendar
year pursuant to this Policy. In addition to the Committee's pre-approval of
services pursuant to this Policy, the engagement of the independent accounting
firm for any permitted non-audit service provided to the Funds will also require
the separate written pre-approval of the President of the Funds, who will
confirm, independently, that the accounting firm's engagement will not adversely
affect the firm's independence. All non-audit services performed by the
independent accounting firm will be disclosed, as required, in filings with the
Securities and Exchange Commission.
AUDIT SERVICES
The categories of audit services and related fees to be reviewed and
pre-approved annually by the Committee are:
Annual Fund financial statement audits Seed audits (related to new product
filings, as required) SEC and regulatory filings and consents Semiannual
financial statement reviews
AUDIT-RELATED SERVICES
The following categories of audit-related services are considered to be
consistent with the role of the Fund's independent accountants and services
falling under one of these categories will be pre-approved by the Committee on
an annual basis if the Committee deems those services to be consistent with the
accounting firm's independence:
Accounting consultations
Fund merger support services
Agreed upon procedure reports (inclusive of quarterly review of Basic
Maintenance testing associated with issuance of Preferred Shares and
semiannual report review)
Other attestation reports
Comfort letters
Other internal control reports
Individual audit-related services that fall within one of these categories and
are not presented to the Committee as part of the annual pre-approval process
described above, may be pre-approved, if deemed consistent with the accounting
firm's independence, by the Committee Chair (or any other Committee
member who is a disinterested trustee under the Investment Company Act to whom
this responsibility has been delegated) so long as the estimated fee for those
services does not exceed $100,000. Any such pre-approval shall be reported to
the full Committee at its next regularly scheduled meeting.
TAX SERVICES
The following categories of tax services are considered to be consistent with
the role of the Funds' independent accountants and services falling under one of
these categories will be pre-approved by the Committee on an annual basis if the
Committee deems those services to be consistent with the accounting firm's
independence:
Tax compliance services related to the filing or amendment of the
following:
Federal, state and local income tax compliance; and, sales
and use tax compliance
Timely RIC qualification reviews
Tax distribution analysis and planning
Tax authority examination services
Tax appeals support services
Accounting methods studies
Fund merger support service
Other tax consulting services and related projects
Individual tax services that fall within one of these categories and are not
presented to the Committee as part of the annual pre-approval process described
above, may be pre-approved, if deemed consistent with the accounting firm's
independence, by the Committee Chairman (or any other Committee member who is a
disinterested trustee under the Investment Company Act to whom this
responsibility has been delegated) so long as the estimated fee for those
services does not exceed $100,000. Any such pre-approval shall be reported to
the full Committee at its next regularly scheduled meeting.
PROSCRIBED SERVICES
The Funds' independent accountants will not render services in the following
categories of non-audit services:
Bookkeeping or other services related to the accounting records or
financial statements of the Funds
Financial information systems design and implementation
Appraisal or valuation services, fairness opinions, or contribution-in-kind
reports
Actuarial services
Internal audit outsourcing services
Management functions or human resources
Broker or dealer, investment adviser or investment banking services
Legal services and expert services unrelated to the audit
Any other service that the Public Company Accounting Oversight Board
determines, by regulation, is impermissible
PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO OTHER ENTITIES WITHIN THE FUND
COMPLEX
The Committee will pre-approve annually any permitted non-audit services to be
provided to Allianz Global Investors Fund Management LLC (Formerly, PA Fund
Management LLC) or any other investment manager to the Funds (but not including
any sub-adviser whose role is primarily portfolio management and is
sub-contracted by the investment manager) (the "Investment Manager") and any
entity controlling, controlled by, or under common control with the Investment
Manager that provides ongoing services to the Funds (including affiliated
sub-advisers to the Funds), provided, in each case, that the engagement relates
directly to the operations and financial reporting of the Funds (such entities,
including the Investment Manager, shall be referred to herein as the "Accounting
Affiliates"). Individual projects that are not presented to the Committee as
part of the annual pre-approval process, may be pre-approved, if deemed
consistent with the accounting firm's independence, by the Committee Chairman
(or any other Committee member who is a disinterested trustee under the
Investment Company Act to whom this responsibility has been delegated) so long
as the estimated fee for those services does not exceed $100,000. Any such
pre-approval shall be reported to the full Committee at its next regularly
scheduled meeting.
Although the Committee will not pre-approve all services provided to the
Investment Manager and its affiliates, the Committee will receive an annual
report from the Funds' independent accounting firm showing the aggregate fees
for all services provided to the Investment Manager and its affiliates.
DE MINIMUS EXCEPTION TO REQUIREMENT OF PRE-APPROVAL OF NON-AUDIT SERVICES
With respect to the provision of permitted non-audit services to a Fund or
Accounting Affiliates, the pre-approval requirement is waived if:
(1) The aggregate amount of all such permitted non-audit services
provided constitutes no more than (i) with respect to such
services provided to the Fund, five percent (5%) of the total
amount of revenues paid by the Fund to its independent accountant
during the fiscal year in which the services are provided, and
(ii) with respect to such services provided to Accounting
Affiliates, five percent (5%) of the total amount of revenues paid
to the Fund's independent accountant by the Fund and the
Accounting Affiliates during the fiscal year in which the services
are provided;
(2) Such services were not recognized by the Fund at the time of the
engagement for such services to be non-audit services; and
(3) Such services are promptly brought to the attention of the
Committee and approved prior to the completion of the audit by the
Committee or by the Committee Chairman (or any other Committee
member who is a disinterested trustee under the Investment Company
Act to whom this Committee Chairman or other delegate shall be
reported to the full Committee at its next regularly scheduled
meeting.
e) 2. No services were approved pursuant to the procedures
contained in paragraph (C) (7) (i) (C) of Rule 2-01 of
Registration S-X.
f) Not applicable
g) Non-audit fees. The aggregate non-audit fees billed by the
Auditor for services rendered to the Registrant, and rendered
to the Adviser, for the 2005 Reporting Period was $1,857,523
and the 2006 Reporting Period was $2,496,070.
h) Auditor Independence. The Registrant's Audit Oversight
Committee has considered whether the provision of non-audit
services that were rendered to the Adviser which were not
pre-approved is compatible with maintaining the Auditor's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANT
The Fund has a separately designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The
audit committee of the Fund is comprised of Robert E. Connor, Paul Belica, John
J. Dalessandro II, Hans W. Kertess and R. Peter Sullivan III.
ITEM 6. SCHEDULE OF INVESTMENTS Schedule of Investments is included as part of
the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
The registrant has delegated the voting of proxies relating to its voting
securities to its sub-adviser, Pacific Investment Management Co. (the
"Sub-Adviser").
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
-----------------------------------------
Pacific Investment Management Company LLC ("PIMCO") has adopted written
proxy voting policies and procedures ("Proxy Policy") as required by Rule
206(4)-6 under the Investment Advisers Act of 1940, as amended. PIMCO has
implemented the Proxy Policy for each of its clients as required under
applicable law, unless expressly directed by a client in writing to refrain from
voting that client's proxies. Recognizing that proxy voting is a rare event in
the realm of fixed income investing and is typically limited to solicitation of
consent to changes in features of debt securities, the Proxy Policy also applies
to any voting rights and/or consent rights of PIMCO, on behalf of its clients,
with respect to debt securities, including but not limited to, plans of
reorganization, and waivers and consents under applicable indentures.
The Proxy Policy is designed and implemented in a manner reasonably
expected to ensure that voting and consent rights are exercised in the best
interests of PIMCO's clients. Each proxy is voted on a case-bycase basis taking
into consideration any relevant contractual obligations as well as other
relevant facts and circumstances at the time of the vote. In general, PIMCO
reviews and considers corporate governance issues related to proxy matters and
generally supports proposals that foster good corporate governance practices.
PIMCO may vote proxies as recommended by management on routine matters related
to the operation of the issuer and on matters not expected to have a significant
economic impact on the issuer and/or its shareholders.
PIMCO will supervise and periodically review its proxy voting
activities and implementation of the Proxy Policy. PIMCO will review each proxy
to determine whether there may be a material conflict between PIMCO and its
client. If no conflict exists, the proxy will be forwarded to the appropriate
portfolio manager for consideration. If a conflict does exist, PIMCO will seek
to resolve any such conflict in accordance with the Proxy Policy. PIMCO seeks to
resolve any material conflicts of interest by voting in good faith in the best
interest of its clients. If a material conflict of interest should arise, PIMCO
will seek to resolve such conflict in the client's best interest by pursuing any
one of the following courses of action: (i) convening a committee to assess and
resolve the conflict; (ii) voting in accordance with the instructions of the
client; (iii) voting in accordance with the recommendation of an independent
third-party service provider; (iv) suggesting that the client engage another
party to determine how the proxy should be voted; (v) delegating the vote to a
third-party service provider; or (vi) voting in accordance with the factors
discussed in the Proxy Policy.
Clients may obtain a copy of PIMCO's written Proxy Policy and the
factors that PIMCO may consider in determining how to vote a client's proxy.
Except as required by law, PIMCO will not disclose to third parties how it voted
on behalf of a client. However, upon request from an appropriately authorized
individual, PIMCO will disclose to its clients or the entity delegating the
voting authority to PIMCO for such clients, how PIMCO voted such client's proxy.
In addition, a client may obtain copies of PIMCO's Proxy Policy and information
as to how its proxies have been voted by contacting PIMCO.
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT
----------------------------------------
DESCRIPTION OF PROXY VOTING POLICY AND PROCEDURES
The Registrant and its Board of Trustees have delegated to Allianz
Global Investors Fund Management LLC ("Allianz Global Investors"), and Allianz
Global Investors has in turn delegated to the sub-adviser, responsibility for
voting any proxies relating to portfolio securities held by the Registrant in
accordance with the sub-advisers' proxy voting policies and procedures.
Allianz Global Investors (for purposes of this description, a
"Company") typically votes proxies as part of its discretionary authority to
manage accounts (except as provided below, Allianz Global Investors' registered
investment company clients), unless the client has explicitly reserved the
authority for itself. When voting proxies, the Company's primary objective is to
make voting decisions solely in the best economic interests of its clients. The
Company will act in a manner that it deems prudent and diligent and which is
intended to enhance the economic value of the underlying portfolio securities
held in its clients' accounts.
The Company has adopted written Proxy Voting Policies and Procedures
(the "Proxy Guidelines") that are reasonably designed to ensure that the Company
is voting in the best interest of its clients. The Proxy Guidelines reflect the
Company's general voting positions on specific corporate governance issues and
corporate actions. Some issues may require a case by case analysis prior to
voting and may result in a vote being cast that will deviate from the Proxy
Guidelines. Upon receipt of a client's written request, the Company may also
vote proxies for that client's account in a particular manner that may differ
from the Proxy Guidelines. Deviation from a Company's Proxy Guidelines will be
documented and maintained in accordance with Rule 204-2 under the Investment
Advisers Act of 1940.
In accordance with the Proxy Guidelines, the Company may review
additional criteria associated with voting proxies and evaluate the expected
benefit to its clients when making an overall determination on how or whether to
vote the proxy. The Company may vote proxies individually for an account or
aggregate and record votes across a group of accounts, strategy or product. In
addition, the Company may refrain from voting a proxy on behalf of its clients'
accounts due to de-minimis holdings, impact on the portfolio, items relating to
foreign issuers, timing issues related to the opening/closing of accounts and
contractual arrangements with clients and/or their authorized delegate. For
example, the Company may refrain from voting a proxy of a foreign issuer due to
logistical considerations that may have a detrimental effect on the Company's
ability to vote the proxy. These issues may include, but are not limited to: (i)
proxy statements and ballots being written in a foreign language, (ii) untimely
notice of a shareholder meeting, (iii) requirements to vote proxies in person,
(iv) restrictions on a foreigner's ability to exercise votes, (v) restrictions
on the sale of securities for a period of time in proximity to the shareholder
meeting, or (vi) requirements to provide local agents with power of attorney to
facilitate the voting instructions. Such proxies are voted on a best-efforts
basis.
To assist in the proxy voting process, the Company may retain an
independent third party service provider to assist in providing research,
analysis and voting recommendations on corporate governance issues and corporate
actions as well as assist in the administrative process. The services provided
offer a variety of proxy-related services to assist in the Company's handling of
proxy voting responsibilities.
Conflicts of Interest. The Company may have conflicts of interest that
can affect how it votes its clients' proxies. For example, the Company or an
affiliate may manage a pension plan whose management is sponsoring a proxy
proposal. The Proxy Guidelines are designed to prevent material conflicts of
interest from affecting the manner in which the Company votes its clients'
proxies. In order to ensure that all material conflicts of interest are
addressed appropriately while carrying out its obligation to vote proxies, the
Chief Investment Officer of the
Company may designate an employee or a proxy committee to be responsible for
addressing how the Company resolves such material conflicts of interest with its
clients.
Registered Investment Companies for which Allianz Global Investors
Serves as Adviser. With respect to registered investment companies ("funds") for
which Allianz Global Investors serves as investment adviser, it is the policy of
Allianz Global Investors that proxies should be voted in the interest of the
shareholders of the applicable fund, as determined by those who are in the best
position to make this determination. Allianz Global Investors believes that the
firms and/or persons purchasing and selling securities for the funds and
analyzing the performance of the funds' securities are in the best position and
have the information necessary to vote proxies in the best interests of the
funds and their shareholders, including in situations where conflicts of
interest may arise between the interests of shareholders, on one hand, and the
interests of the investment adviser, a sub-adviser and/or any other affiliated
person of the fund, on the other. Accordingly, Allianz Global Investor's policy
is to delegate proxy voting responsibility to those entities with portfolio
management responsibility for the funds.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a)(1)
As of July 6, 2006, [PLEASE INSERT DATE OF FILING] the following
individual has primary responsibility for the day-to-day implementation of the
PIMCO municipal Income Fund ("PMF"), PIMCO California Municipal Income Fund
("PCQ") and PIMCO NY Municipal Income Fund ("PNF") (each a "Fund" and
collectively, the "Funds"):
MARK V. MCCRAY
Mr. McCray is an Executive Vice President and portfolio manager
responsible for PIMCO's municipal bond funds and tax-sensitive portfolios. He
currently serves as Chairman of PIMCO's Shadow Investment Committee. He joined
PIMCO in 2000 from Goldman, Sachs & Co. in New York, where he was Vice President
and co-head of municipal bond trading, with primary responsibility for the
firm's proprietary municipal trading. Mr. McCray has seventeen years of
investment experience and holds bachelor's degrees in finance and real estate
from Temple University and an MBA from The Wharton School of the University of
Pennsylvania, with concentrations in finance, accounting, and strategic
management.
(a)(2)
The following summarizes information regarding each of the accounts,
excluding the Funds that were managed by the Portfolio Manager as of April 30,
2006, including accounts managed by a team, committee, or other group that
includes the Portfolio Manager. Unless mentioned otherwise, the advisory fee
charged for managing each of the accounts listed below is not based on
performance.
- -----------------------------------------------------------------------------------------------------------------------------------
Registered Investment Companies Other Pooled Investment Vehicles Other Accounts
- -----------------------------------------------------------------------------------------------------------------------------------
PM Fund # AUM($million) # AUM($million) # AUM($million)
- -----------------------------------------------------------------------------------------------------------------------------------
MARK V. MCCRAY PMF 13 5,351.08 2 731.92 19* 1517.05*
- -----------------------------------------------------------------------------------------------------------------------------------
PCQ 13 5,498.60 2 731.92 19* 1517.05*
- -----------------------------------------------------------------------------------------------------------------------------------
PNF 13 5,745.41 2 731.92 19* 1517.05*
- -----------------------------------------------------------------------------------------------------------------------------------
* Of these other accounts, one account totaling $54.68 million in assets pay an
advisory fee that is based in part on the performance of the accounts.
From time to time, potential conflicts of interest may arise between a
portfolio manager's management of the investments of a Fund, on the one hand,
and the management of other accounts, on the other. The other accounts might
have similar investment objectives or strategies as the Fund, track the same
index a Fund tracks or otherwise hold, purchase, or sell securities that are
eligible to be held, purchased or sold by the Fund. The other accounts might
also have different investment objectives or strategies than the Fund.
Knowledge and Timing of Fund Trades. A potential conflict of interest
may arise as a result of the portfolio manager's day-to- day management of a
Fund. Because of their positions with the Fund, the portfolio managers know the
size, timing and possible market impact of a Fund's trades. It is theoretically
possible that the portfolio managers could use this information to the advantage
of other accounts they manage and to the possible detriment of a Fund.
Investment Opportunities. A potential conflict of interest may arise as
result of the portfolio manager's management of a number of accounts with
varying investment guidelines. Often, an investment opportunity may be suitable
for both a Fund and other accounts managed by the portfolio manager, but may not
be available in sufficient quantities for both the Fund and the other accounts
to participate fully. Similarly, there may be limited opportunity to sell an
investment held by a Fund and another account. Pacific Investment Management
Company LLC ("PIMCO") has adopted policies and procedures reasonably designed to
allocate investment opportunities on a fair and equitable basis over time.
Under PIMCO's allocation procedures, investment opportunities are
allocated among various investment strategies based on individual account
investment guidelines and PIMCO's investment outlook. PIMCO has also adopted
additional procedures to complement the general trade allocation policy that are
designed to address potential conflicts of interest due to the side-by- side
management of the Fund and certain pooled investment vehicles, including
investment opportunity allocation issues.
Performance Fees. A portfolio manager may advise certain accounts with
respect to which the advisory fee is based entirely or partially on performance.
Performance fee arrangements may create a conflict of interest for the portfolio
manager in that the portfolio manager may have an incentive to allocate the
investment opportunities that he or she believes might be the most profitable to
such other accounts instead of allocating them to a Fund. PIMCO has adopted
policies and procedures reasonably designed to allocate investment opportunities
between such other accounts and the Fund on a fair and equitable basis over
time.
(a)(3)
As of April 30, 2006, the following explains the compensation structure
of the individual that shares primary responsibility for day-to-day portfolio
management of the Fund:
PIMCO has adopted a "Total Compensation Plan" for its professional
level employees, including its portfolio managers, that is designed to pay
competitive compensation and reward performance, integrity and teamwork
consistent with the firm's mission statement. The Total Compensation Plan
includes a significant incentive component that rewards high performance
standards, work ethic and consistent individual and team contributions to the
firm. The compensation of portfolio managers consists of a base salary, a bonus,
and may include a retention bonus. Portfolio managers who are Managing Directors
of PIMCO also receive compensation from PIMCO's profits. Certain employees of
PIMCO, including portfolio managers, may elect to defer compensation through
PIMCO's deferred compensation plan. PIMCO also offers its employees a
non-contributory defined contribution plan through which PIMCO makes a
contribution based on the employee's compensation. PIMCO's contribution rate
increases at a specified compensation level, which is a level that would include
portfolio managers.
Salary and Bonus. Base salaries are determined by considering an
individual portfolio manager's experience and expertise and may be reviewed for
adjustment annually. Portfolio managers are entitled to receive bonuses, which
may be significantly more than their base salary, upon attaining certain
performance objectives based on predetermined measures of group or department
success. These goals are specific to individual portfolio managers and are
mutually agreed upon annually by each portfolio manager and his or her manager.
Achievement of these goals is an important, but not exclusive, element of the
bonus decision process.
In addition, the following non-exclusive list of qualitative criteria
(collectively, the "Bonus Factors") may be considered when determining the bonus
for portfolio managers:
o 3-year, 2-year and 1-year dollar-weighted and account-weighted
investment performance as judged against the applicable benchmarks for
each account managed by a portfolio manager (including the Funds) and
relative to applicable industry peer groups;
o Appropriate risk positioning that is consistent with PIMCO's investment
philosophy and the Investment Committee/CIO approach to the generation
of alpha;
o Amount and nature of assets managed by the portfolio manager;
o Consistency of investment performance across portfolios of similar
mandate and guidelines (reward low dispersion);
o Generation and contribution of investment ideas in the context of
PIMCO's secular and cyclical forums, portfolio strategy meetings,
Investment Committee meetings, and on a day-to-day basis;
o Absence of defaults and price defaults for issues in the portfolios
managed by the portfolio manager;
o Contributions to asset retention, gathering and client satisfaction;
o Contributions to mentoring, coaching and/or supervising; and
o Personal growth and skills added.
A portfolio manager's compensation is not based directly on the
performance of any portfolio or any other account managed by that portfolio
manager. Final award amounts are determined by the PIMCO Compensation Committee.
Retention Bonuses. Certain portfolio managers may receive a
discretionary, fixed amount retention bonus, based upon the Bonus Factors and
continued employment with PIMCO. Each portfolio manager who is a Senior Vice
President or Executive Vice President of PIMCO receives a variable amount
retention bonus, based upon the Bonus Factors and continued employment with
PIMCO.
Investment professionals, including portfolio managers, are eligible to
participate in a Long Term Cash Bonus Plan ("Cash Bonus Plan"), which provides
cash awards that appreciate or depreciate based upon the performance of PIMCO's
parent company, Allianz Global Investors of America L.P. ("AGI"), and PIMCO over
a three-year period. The aggregate amount available for distribution to
participants is based upon AGI's profit growth and PIMCO's profit growth.
Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the
payment of benefits from the Cash Bonus Plan, is contingent upon continued
employment at PIMCO.
Profit Sharing Plan. Instead of a bonus, portfolio managers who are
Managing Directors of PIMCO receive compensation from a non-qualified profit
sharing plan consisting of a portion of PIMCO's net profits. Portfolio managers
who are Managing Directors receive an amount determined by the Managing Director
Compensation Committee, based upon an individual's overall contribution to the
firm and the Bonus Factors.
From time to time, under the PIMCO Class B Unit Purchase Plan, Managing
Directors and certain executive management (including Executive Vice Presidents)
of PIMCO may become eligible to purchase Class B Units of PIMCO. Upon their
purchase, the Class B Units are immediately exchanged for Class A Units of PIMCO
Partners, LLC, a California limited liability company that holds a minority
interest in PIMCO and is owned by the Managing Directors and certain executive
management of PIMCO. The Class A Units of PIMCO Partners, LLC entitle their
holders to distributions of a portion of the profits of PIMCO. The PIMCO
Compensation Committee determines which Managing Directors and executive
management may purchase Class B Units and the number of Class B Units that each
may purchase. The Class B Units are purchased pursuant to full recourse notes
issued to the holder. The base compensation of each Class B Unit holder is
increased in an amount equal to the principal amortization applicable to the
notes given by the Managing Director or member of executive management.
Portfolio managers who are Managing Directors also have long-term
employment contracts, which guarantee severance payments in the event of
involuntary termination of a Managing Director's employment with PIMCO.
(a)(4)
The following summarizes the dollar range of securities the portfolio
manager for the Funds beneficially owned of the Funds that he managed as of
4/30/06.
- ---------------------------------------------------------------------------
PIMCO Municipal Income Fund
PIMCO California Municipal Income Fund
PIMCO New York Municipal Income Fund
- ---------------------------------------------------------------------------
Portfolio Manager Dollar Range of Equity Securities in the Funds
- ---------------------------------------------------------------------------
MARK V. MCCRAY None
- ---------------------------------------------------------------------------
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED COMPANIES
TOTAL NUMBER
OF SHARES PURCHASED MAXIMUM NUMBER OF
TOTAL NUMBER AVERAGE AS PART OF PUBLICLY SHARES THAT MAY YET BE
OF SHARES PRICE PAID ANNOUNCED PLANS OR PURCHASED UNDER THE PLANS
PERIOD PURCHASED PER SHARE PROGRAMS OR PROGRAMS
- -------------- ------------ ---------- ------------------- -------------------------
May 2005 N/A 13.83 5,856 N/A
June 2005 N/A 13.88 6,299 N/A
July 2005 N/A 14.108 6,033 N/A
August 2005 N/A 14.54 5,650 N/A
September 2005 N/A 14.222 5,674 N/A
October 2005 N/A 14.203 5,696 N/A
November 2005 N/A 13.88 5,780 N/A
December 2005 N/A 13.88 5,640 N/A
December 2005 N/A 14.45 5,545 N/A
February 2006 N/A 14.146 5,661 N/A
March 2006 N/A 14.906 5,014 N/A
April 2006 N/A 14.098 5,136 N/A
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Trustees since the Fund last provided
disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES
(a) The registrant's President and Chief Executive Officer and Principal
Financial Officer have concluded that the registrant's disclosure controls
and procedures (as defined in Rule 30a-2(c) under the Investment Company
Act of 1940, as amended are effective based on their evaluation of these
controls and procedures as of a date within 90 days of the filing date of
this document.
(b) There were no significant changes in the registrant's internal controls or
in factors that could affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 12. EXHIBITS
(a) (1) Exhibit 99.CODE ETH - Code of Ethics
(a) (2) Exhibit 99 Cert. - Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(b) Exhibit 99.906 Cert. - Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) PIMCO New York Municipal Income Fund
-------------------------------------------------------
By /s/ Brian S. Shlissel
-----------------------
President and Chief Executive Officer
Date July 6, 2006
------------------
By /s/ Lawrence G. Altadonna
------------------------------
Treasurer, Principal Financial & Accounting Officer
Date July 6, 2006
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Brian S. Shlissel
--------------------------
President and Chief Executive Officer
Date July 6, 2006
------------------
By /s/ Lawrence G. Altadonna
------------------------------
Treasurer, Principal Financial & Accounting Officer
Date July 6, 2006
------------------
