UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number | 811-21311 |
|
PIMCO High Income Fund |
(Exact name of registrant as specified in charter) |
|
1345 Avenue of the Americas, New York, New York | | 10105 |
(Address of principal executive offices) | | (Zip code) |
|
Brian S. Shlissel - 1345 Avenue of the Americas, New York, New York 10105 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | 212-739-3369 | |
|
Date of fiscal year end: | March 31, 2006 | |
|
Date of reporting period: | September 30, 2005 | |
| | | | | | | | |
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORT TO SHAREHOLDERS
PIMCO High Income Fund
Semi-Annual Report
September 30, 2005
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Contents
Letter to Shareholders | | | 1 | | |
|
Performance & Statistics | | | 2 | | |
|
Schedule of Investments | | | 3-12 | | |
|
Statement of Assets and Liabilities | | | 13 | | |
|
Statement of Operations | | | 14 | | |
|
Statement of Changes in Net Assets | | | 15 | | |
|
Notes to Financial Statements | | | 16-24 | | |
|
Financial Highlights | | | 25 | | |
|
Matters Relating to the Trustees Consideration of the Investment Management and Portfolio Management Agreements | | | 26-27 | | |
|
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PIMCO High Income Fund Letter to Shareholders
November 16, 2005
Dear Shareholder:
We are pleased to provide you with the semi-annual report of the PIMCO High Income Fund (the "Fund") for the six months ended September 30, 2005.
Please refer to the following page for specific Fund information. If you have any questions regarding the information provided, please contact your financial advisor or call the Fund's transfer agent at (800) 331-1710. Please note that a wide range of information and resources can be accessed through our Web site, www.allianzinvestors.com.
Together with Allianz Global Investors Fund Management LLC, the Fund's investment manager and Pacific Investment Management Company LLC, the Fund's sub-adviser, we thank you for investing with us.
We remain dedicated to serving your investment needs.
Sincerely,
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|
Robert E. Connor | | Brian S. Shlissel | |
|
Chairman | | President & Chief Executive Officer | |
|
9.30.05 | PIMCO High Income Fund Semi-Annual Report 1
PIMCO High Income Fund Performance & Statistics
September 30, 2005 (unaudited)
Symbol:
PHK
Objective:
To seek high current income. Capital appreciation is a secondary objective.
Primary Investments:
U.S. dollar-denominated corporate debt obligations of varying
maturities and other corporate income-producing securities.
Inception Date:
4/30/03
Net Assets(1):
$2,621.3 million
Portfolio Manager:
Raymond Kennedy
Total Return(2): | | Market Price | | Net Asset Value ("NAV") | |
Six months | | | 11.17 | % | | | 5.22 | % | |
1 year | | | 15.20 | % | | | 9.61 | % | |
Commencement of Operations (4/30/03) to 9/30/05 | | | 11.28 | % | | | 13.44 | % | |
Common Share Market Price/NAV Performance:
Commencement of Operations (4/30/03) to 9/30/05
n NAV
n Market Price
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Market Price/NAV:
Market Price | | $ | 14.90 | | |
NAV | | $ | 15.06 | | |
Discount to NAV | | | (1.06 | )% | |
Market Price Yield(3) | | | 9.82 | % | |
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(1) Inclusive of net assets attributable to Preferred Shares outstanding.
(2) Past performance is no guarantee of future results. Total return is determined by subtracting the initial investment from the value at the end of the period and dividing the remainder by the initial investment and expressing the result as a percentage. The calculation assumes that all income dividends and capital gain distributions have been reinvested at prices obtained under the Fund's dividend reinvestment plan. Total return does not reflect broker commissions or sales charges. Total return for a period of less than one year is not annualized. Total return for a period of more than one year represents the average annual total return.
An investment in the Fund involves risk, including the loss of principal. Investment return, price, yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is total assets applicable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.
(3) Market Price Yield is determined by dividing the annualized current monthly per share dividend to common shareholders by the market price per common share at September 30, 2005.
2 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
CORPORATE BONDS & NOTES – 86.7% | |
Aerospace – 0.2% | |
$ | 5,600 | | | Armor Holdings, Inc., 8.25%, 8/15/13 | | B1/B+ | | $ | 6,062,000 | | |
Airlines – 1.8% | |
| | Continental Airlines, Inc., pass thru certificates, | | | | | | | |
| 16,297 | | | 6.92%, 4/2/13, 97-5A 9 (b) (g) | | NR/NR | | | 16,156,524 | | |
| 4,753 | | | 7.373%, 6/15/17, Ser. 01-1 | | Ba1/BB+ | | | 4,155,230 | | |
| 2,069 | | | 8.307%, 10/2/19, Ser. 00-2 | | Ba2/BB- | | | 1,828,509 | | |
| | Northwest Airlines, Inc., pass thru certificates, (f) | | | | | | | |
| 2,460 | | | 6.81%, 2/1/20, Ser. 99-1A | | B1/B+ | | | 2,184,985 | | |
| 2,013 | | | 7.575%, 9/1/20, Ser. 99-2A | | Ba2/BBB- | | | 2,014,582 | | |
| | United Air Lines, Inc., pass thru certificates, | | | | | | | |
| 1,041 | | | 4.09%, 3/2/49, Ser. 97-A, FRN (f) | | NR/NR | | | 1,042,491 | | |
| 478 | | | 6.602%, 9/1/13, Ser. 01-1 | | NR/NR | | | 466,596 | | |
| 14,929 | | | 7.186%, 4/1/11, Ser. 00-2 (f) | | NR/NR | | | 14,639,321 | | |
| 3,548 | | | 7.73%, 7/1/10 | | NR/BBB- | | | 3,392,728 | | |
| 745 | | | 7.783%, 1/1/14 | | NR/BBB- | | | 710,464 | | |
| 4,158 | | | U.S. Airway Group, Inc., 9.625%, 9/1/24 (f) (g) | | NR/NR | | | 1,662,377 | | |
| | | | | 48,253,807 | | |
Automotive – 3.3% | | | |
| 10,450 | | | Arvin Capital I, 9.50%, 2/1/27 | | Ba3/B | | | 10,606,750 | | |
| 12,600 | | | ArvinMeritor, Inc., 8.75%, 3/1/12 | | Ba2/BB | | | 12,411,000 | | |
| 20,402 | | | Dura Operating Corp., 8.625%, 4/15/12, Ser. B | | Caa1/B- | | | 18,259,986 | | |
| 10,000 | | | Ford Motor Co., 7.45%, 7/16/31 | | Ba1/BB+ | | | 7,850,000 | | |
| 5,000 | | | General Motors Corp., 8.375%, 7/15/33 | | Ba2/BB | | | 3,925,000 | | |
| 8,300 | | | Goodyear Tire & Rubber Co., 9.00%, 7/1/15 (d) | | B3/B- | | | 8,217,000 | | |
| | Tenneco Automotive, Inc., | | | | | | | |
| 6,000 | | | 8.625%, 11/15/14 | | B3/B- | | | 6,075,000 | | |
| 9,025 | | | 10.25%, 7/15/13, Ser. B | | B2/B- | | | 10,130,563 | | |
| 8,245 | | | TRW Automotive, Inc., 9.375%, 2/15/13 | | Ba3/BB- | | | 8,987,050 | | |
| 1,667 | | | United Rentals North America, Inc., 7.75%, 11/15/13 | | Caa1/B+ | | | 1,616,990 | | |
| | | | | 88,079,339 | | |
Automotive Products – 0.2% | | | |
| 7,000 | | | Delphi Corp., 6.50%, 8/15/13 | | Ca/CCC- | | | 4,725,000 | | |
Chemicals – 1.6% | |
| 2,000 | | | ARCO Chemical Co., 10.25%, 11/1/10 | | B1/BB- | | | 2,200,000 | | |
| 5,000 | | | Compass Minerals Group, Inc., 10.00%, 8/15/11 | | B3/B- | | | 5,450,000 | | |
| 10,720 | | | Equistar Chemicals L.P., 10.125%, 9/1/08 | | B2/BB- | | | 11,577,600 | | |
| 8,925 | | | International Specialty ChemCo, 10.625%, 12/15/09, Ser. B | | B2/B+ | | | 9,482,813 | | |
| 9,050 | | | Nalco Co., 8.875%, 11/15/13 | | Caa1/B- | | | 9,332,812 | | |
| 2,500 | | | Rhodia S.A., 7.625%, 6/1/10 | | B3/CCC+ | | | 2,450,000 | | |
| 2,500 | | | Rockwood Specialties Group, Inc., 7.50%, 11/15/14 (d) | | B3/B- | | | 2,437,500 | | |
| | | | | 42,930,725 | | |
Computer Services – 0.4% | | | |
| 10,000 | | | Sungard Data Systems, Inc., 9.125%, 8/15/13 (d) | | B3/B- | | | 10,412,500 | | |
Consumer Products – 0.9% | |
| 5,875 | | | Buhrmann US, Inc., 8.25%, 7/1/14 | | B2/B | | | 6,036,563 | | |
| 15,200 | | | Rayovac Corp., 8.50%, 10/1/13 | | B3/B- | | | 14,744,000 | | |
| 4,185 | | | Spectrum Brands, Inc., 7.375%, 2/1/15 | | B3/B- | | | 3,787,425 | | |
| | | | | 24,567,988 | | |
9.30.05 | PIMCO High Income Fund Semi-Annual Report 3
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
Containers & Packaging – 2.8% | |
| | Crown European Holdings S.A., | | | | | | | |
$ | 2,000 | | | 9.50%, 3/1/11 | | B1/B+ | | $ | 2,200,000 | | |
| 2,700 | | | 10.875%, 3/1/13 | | B2/B | | | 3,145,500 | | |
| 8,700 | | | Graphic Packaging International Corp., 8.50%, 8/15/11 | | B2/B- | | | 8,569,500 | | |
| | Jefferson Smurfit Corp., | | | | | | | |
| 11,200 | | | 7.50%, 6/1/13 | | B2/B | | | 10,136,000 | | |
| 12,500 | | | 8.25%, 10/1/12 | | B2/B | | | 11,812,500 | | |
| 100 | | | Norampac, Inc., 6.75%, 6/1/13 | | Ba2/BB+ | | | 100,000 | | |
| | Owens Brockway-Glass Container, Inc., | | | | | | | |
| 1,500 | | | 7.75%, 5/15/11 | | B1/BB- | | | 1,567,500 | | |
| 9,700 | | | 8.25%, 5/15/13 | | B2/B | | | 10,136,500 | | |
| | Stone Container Enterprises, Inc., | | | | | | | |
| 10,000 | | | 8.375%, 7/1/12 | | B2/B | | | 9,550,000 | | |
| 5,000 | | | 9.25%, 2/1/08 | | B2/B | | | 5,125,000 | | |
| 12,850 | | | 9.75%, 2/1/11 | | B2/B | | | 13,107,000 | | |
| | | | | 75,449,500 | | |
Energy – 2.2% | | | |
| 16,196 | | | NRG Energy, Inc., 8.00%, 12/15/13 | | B1/BB | | | 17,329,555 | | |
| | Reliant Energy, Inc., | | | | | | | |
| 13,625 | | | 6.75%, 12/15/14 | | B1/B+ | | | 13,454,688 | | |
| 7,025 | | | 9.25%, 7/15/10 | | B1/B+ | | | 7,657,250 | | |
| 19,400 | | | 9.50%, 7/15/13 | | B1/B+ | | | 21,534,000 | | |
| | | | | 59,975,493 | | |
Financing – 12.2% | | | |
| 31,648 | | | AES Ironwood LLC, 8.857%, 11/30/25 | | B2/B+ | | | 36,078,241 | | |
| 8,326 | | | AES Red Oak LLC, 8.54%, 11/30/19, Ser. A | | B2/B+ | | | 9,366,393 | | |
| 14,666 | | | BCP Crystal U.S. Holdings Corp., 9.625%, 6/15/14 | | B3/B- | | | 16,389,255 | | |
| 17,700 | | | Bluewater Finance Ltd., 10.25%, 2/15/12 | | B1/B | | | 19,293,000 | | |
| 10,000 | | | Bombardier Capital, Inc., 7.09%, 3/30/07, Ser. AI (a) (b) | | NR/NR | | | 10,125,000 | | |
€ | 275 | | | Cirsa Finance Luxembourg S.A., 8.75%, 5/15/14 | | B1/B+ | | | 346,474 | | |
$ | 10,361 | | | Consolidated Communications Holdings, 9.75%, 4/1/12 | | B3/B | | | 11,086,270 | | |
| 6,500 | | | Eircom Funding, 8.25%, 8/15/13 | | B1/BB- | | | 7,085,000 | | |
| | Ford Motor Credit Co., | | | | | | | |
| 33,000 | | | 7.375%, 2/1/11 | | Baa3/BB+ | | | 31,598,622 | | |
| 35,000 | | | 7.875%, 6/15/10 | | Baa3/BB+ | | | 34,091,575 | | |
| | General Motors Acceptance Corp., | | | | | | | |
| 2,729 | | | 6.00%, 4/1/11 | | Ba1/BB | | | 2,426,559 | | |
| 23,700 | | | 7.25%, 3/2/11 | | Ba1/BB | | | 22,062,188 | | |
| 19,800 | | | 7.75%, 1/19/10 | | Ba1/BB | | | 19,209,406 | | |
| 10,000 | | | 8.00%, 11/1/31 | | Ba1/BB | | | 8,753,510 | | |
| | JET Equipment Trust, (d) (f) | | | | | | | |
| 242 | | | 7.63%, 8/15/12, Ser. 95-B | | NR/NR | | | 199,741 | | |
| 400 | | | 10.00%, 6/15/12, Ser. A11 | | NR/NR | | | 342,000 | | |
| 32,690 | | | JSG Funding plc, 9.625%, 10/1/12 | | B3/B- | | | 33,016,900 | | |
| 11,345 | | | KRATON Polymers LLC, 8.125%, 1/15/14 (d) | | Caa1/B- | | | 11,061,375 | | |
| 6,922 | | | Refco Finance Holdings LLC, 9.00%, 8/1/12 (f) | | B3/B | | | 7,562,285 | | |
| | Riggs Capital Trust, | | | | | | | |
| 4,375 | | | 8.875%, 3/15/27 (d) | | A3/BBB | | | 4,790,953 | | |
| 8,511 | | | 8.875%, 3/15/27, Ser. C | | A3/BBB | | | 9,320,183 | | |
| 9,500 | | | UGS Corp., 10.00%, 6/1/12 | | B3/B- | | | 10,450,000 | | |
| 18,000 | | | Universal City Development Partners Ltd., 11.75%, 4/1/10 | | B2/B- | | | 20,430,000 | | |
| | | | | 325,084,930 | | |
4 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
Food – 0.6% | |
$ | 1 | | | Dole Foods Co., Inc., 8.875%, 3/15/11 | | B2/B+ | | $ | 848 | | |
| 12,600 | | | Ingles Markets, Inc., 8.875%, 12/1/11 | | B3/B | | | 12,789,000 | | |
| 2,000 | | | Roundy's, Inc., 8.875%, 6/15/12, Ser. B | | B2/B | | | 2,220,000 | | |
| | | | | 15,009,848 | | |
Healthcare & Hospitals – 3.6% | | | |
| – | (i) | | Amerisource Bergen Corp., 7.25%, 11/15/12 | | Ba2/BB+ | | | 85 | | |
| 8,000 | | | Davita, Inc., 7.25%, 3/15/15 | | B3/B | | | 8,150,000 | | |
| | HCA, Inc., | | | | | | | |
| 650 | | | 6.95%, 5/1/12 | | Ba2/BB+ | | | 671,863 | | |
| 14,000 | | | 7.50%, 11/6/33 | | Ba2/BB+ | | | 14,037,688 | | |
| | HEALTHSOUTH Corp., | | | | | | | |
| 6,300 | | | 7.625%, 6/1/12 (f) | | NR/NR | | | 5,922,000 | | |
| 16,920 | | | 8.375%, 10/1/11 (f) | | NR/NR | | | 16,200,900 | | |
| 3,810 | | | 8.50%, 2/1/08 (f) | | NR/NR | | | 3,733,800 | | |
| 7,000 | | | 10.75%, 10/1/08 | | NR/NR | | | 6,877,500 | | |
| 17,890 | | | Rotech Healthcare, Inc., 9.50%, 4/1/12 | | B2/B | | | 19,231,750 | | |
| | Tenet Healthcare Corp., | | | | | | | |
| 12,000 | | | 7.375%, 2/1/13 | | B3/B | | | 11,430,000 | | |
| 10,925 | | | 9.875%, 7/1/14 | | B3/B | | | 11,471,250 | | |
| | | | | 97,726,836 | | |
Hotels/Gaming – 2.1% | | | |
| 2,000 | | | Gaylord Entertainment Co., 8.00%, 11/15/13 | | B3/B- | | | 2,110,000 | | |
| 14,746 | | | ITT Corp., 7.75%, 11/15/25 | | Ba1/BB+ | | | 15,114,650 | | |
| – | (i) | | John Q Hammons Hotels Finance Corp. III L.P., 8.875%, 5/15/12, Ser. B | | B2/B | | | 81 | | |
| 14,279 | | | Mandalay Resort Group, 9.375%, 2/15/10 | | Ba3/B+ | | | 15,813,993 | | |
| 1,100 | | | MGM Mirage, Inc., 8.375%, 2/1/11 | | Ba3/B+ | | | 1,188,000 | | |
| 9,073 | | | Premier Entertainment LLC, 10.75%, 2/1/12 | | B3/B- | | | 8,222,406 | | |
| 14,000 | | | Wynn Las Vegas LLC, 6.625%, 12/1/14 | | B2/B+ | | | 13,457,500 | | |
| | | | | 55,906,630 | | |
Leisure – 0.0% | | | |
| 690 | | | True Temper Sports, Inc., 8.375%, 9/15/11 | | Caa1/CCC+ | | | 645,150 | | |
Manufacturing – 0.7% | |
| 7,000 | | | Bombardier, Inc., 6.75%, 5/1/12 (d) | | Ba2/BB | | | 6,562,500 | | |
| 9,545 | | | Dresser, Inc., 9.375%, 4/15/11 | | B2/B- | | | 10,117,700 | | |
| 1,300 | | | Invensys plc, 9.875%, 3/15/11 (d) | | B3/B- | | | 1,298,375 | | |
| 1,801 | | | Terex Corp., 7.375%, 1/15/14 | | Caa1/B | | | 1,819,232 | | |
| | | | | 19,797,807 | | |
Medical Products – 0.8% | | | |
| 6,900 | | | Medical Device Manufacturing, Inc., 10.00%, 7/15/12, Ser. B | | Caa1/B- | | | 7,521,000 | | |
| 13,485 | | | VWR International, Inc., 8.00%, 4/15/14 | | Caa1/B- | | | 13,198,444 | | |
| | | | | 20,719,444 | | |
Miscellaneous – 12.5% | | | | | 12.5 | | | | | | |
| 38,610 | | | Dow Jones CDX US High Yield, 8.25%, 6/29/10, Ser. 4-T1 (d) (h) | | B3/NR | | | 38,416,950 | | |
| | Dow Jones TRAC X North America, (d) (h) | | | | | | | |
| 44,100 | | | 7.375%, 3/25/09 | | B3/NR | | | 44,210,250 | | |
| 86,128 | | | 8.00%, 3/25/09 | | B3/NR | | | 84,513,067 | | |
9.30.05 | PIMCO High Income Fund Semi-Annual Report 5
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
Miscellaneous (continued) | |
$ | 31,000 | | | Dow Jones TRAC X North America High Yield Index, 8.00%, 6/29/10, Ser. 4-T3 (d) (h) | | B3/NR | | $ | 31,116,250 | | |
| 133,290 | | | Target Return Index Security Trust, 7.651%, 6/15/15, VRN (d) (h) | | B1/BB- | | | 136,016,163 | | |
| | | | | 334,272,680 | | |
Multi-Media – 6.5% | | | |
€ | 4,000 | | | Cablecom Luxembourg SCA, 9.375%, 4/15/14 (d) | | Caa1/CCC+ | | | 5,395,284 | | |
$ | 25,300 | | | Cablevision Systems Corp., 8.00%, 4/15/12, Ser. B | | B3/B+ | | | 24,667,500 | | |
| | CCO Holdings LLC, | | | | | | | |
| 26,300 | | | 8.375%, 11/15/13 | | B3/CCC- | | | 26,102,750 | | |
| 13,000 | | | 8.75%, 11/15/13 (d) | | B3/CCC- | | | 12,902,500 | | |
| 4,605 | | | Charter Communications Holdings II LLC, 10.25%, 9/15/10 | | Caa1/CCC- | | | 4,743,150 | | |
| | Charter Communications Operating LLC, (d) | | | | | | | |
| 13,000 | | | 8.00%, 4/30/12 | | B2/B- | | | 13,162,500 | | |
| 14,325 | | | 8.375%, 4/30/14 | | B2/B- | | | 14,468,250 | | |
| | CSC Holdings, Inc., | | | | | | | |
| 6,300 | | | 7.625%, 7/15/18 | | B1/BB- | | | 5,922,000 | | |
| 1,485 | | | 7.875%, 2/15/18 | | B1/BB- | | | 1,425,600 | | |
| 4,425 | | | 8.125%, 7/15/09, Ser. B | | B1/BB- | | | 4,480,313 | | |
| 4,750 | | | Iesy Repository GmbH, 10.375%, 2/15/15 (d) | | Caa1/CCC+ | | | 5,046,875 | | |
€ | 11,370 | | | Lighthouse International Co. S.A., 8.00%, 4/30/14 (d) | | B3/B | | | 14,547,872 | | |
$ | 24,595 | | | Mediacom Broadband LLC, 11.00%, 7/15/13 | | B2/B | | | 26,624,088 | | |
€ | 5,000 | | | Telenet Communications NV, 9.00%, 12/15/13 (d) | | B3/B- | | | 6,811,923 | | |
| | Young Broadcasting, Inc., | | | | | | | |
$ | 7,300 | | | 8.75%, 1/15/14 | | Caa1/CCC | | | 6,515,250 | | |
| 1,000 | | | 10.00%, 3/1/11 | | Caa1/CCC | | | 950,000 | | |
| | | | | 173,765,855 | | |
Oil & Gas – 10.2% | | | |
| | Dynegy Holdings, Inc., (d) | | | | | | | |
| 1,300 | | | 9.875%, 7/15/10 | | B3/B- | | | 1,423,500 | | |
| 1,250 | | | 10.125%, 7/15/13 | | B3/B- | | | 1,400,000 | | |
| | Dynergy-Roseton Danskammer, Inc., pass thru certificates, | | | | | | | |
| 3,050 | | | 7.27%, 11/8/10, Ser. A | | Caa2/B | | | 3,036,656 | | |
| 25,500 | | | 7.67%, 11/8/16, Ser. B | | Caa2/B | | | 25,388,438 | | |
| | El Paso CGP Co., | | | | | | | |
| 2,625 | | | 6.95%, 6/1/28 | | Caa1/B- | | | 2,375,625 | | |
| 1,350 | | | 7.625%, 9/1/08 | | Caa1/B- | | | 1,378,688 | | |
| 4,300 | | | 7.75%, 6/15/10 | | Caa1/B- | | | 4,407,500 | | |
| | El Paso Corp., | | | | | | | |
| 5,650 | | | 7.375%, 12/15/12 | | Caa1/B- | | | 5,706,500 | | |
| 375 | | | 7.75%, 1/15/32 | | Caa1/B- | | | 379,687 | | |
| 29,150 | | | 7.80%, 8/1/31 | | Caa1/B- | | | 29,368,625 | | |
| 1,600 | | | 7.875%, 6/15/12 | | Caa1/B- | | | 1,664,000 | | |
| 27,850 | | | 8.05%, 10/15/30 | | Caa1/B- | | | 28,407,000 | | |
| 19,615 | | | El Paso Production Holding Co., 7.75%, 6/1/13 | | B3/B | | | 20,595,750 | | |
| 9,550 | | | Ferrellgas L.P., 6.75%, 5/1/14 | | Ba3/B+ | | | 9,168,000 | | |
| 14,325 | | | Ferrellgas Partners L.P., 8.75%, 6/15/12 | | B2/B- | | | 14,611,500 | | |
| 10,000 | | | Gaz Capital S.A., 8.625%, 4/28/34 | | Baa2/BB- | | | 13,175,000 | | |
| 6,000 | | | Gazprom, 9.625%, 3/1/13 | | NR/BB- | | | 7,448,400 | | |
| | Hanover Compressor Co., | | | | | | | |
| 7,585 | | | 8.625%, 12/15/10 | | B3/B | | | 8,210,762 | | |
| 2,965 | | | 9.00%, 6/1/14 | | B3/B | | | 3,309,681 | | |
| 12,028 | | | Hanover Equipment Trust, 8.50%, 9/1/08, Ser. A | | B2/B+ | | | 12,569,260 | | |
6 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
Oil & Gas (continued) | | | |
$ | 3,625 | | | Newpark Resources, Inc., 8.625%, 12/15/07, Ser. B | | B2/B | | $ | 3,625,000 | | |
€ | 200 | | | Preem Petroleum AB, 9.00%, 5/15/14 | | B2/B | | | 290,562 | | |
$ | 450 | | | SESI LLC, 8.875%, 5/15/11 | | B1/BB- | | | 477,000 | | |
| | Sonat, Inc., | | | | | | | |
| 5,000 | | | 7.00%, 2/1/18 | | Caa1/B- | | | 4,775,000 | | |
| 8,000 | | | 7.625%, 7/15/11 | | Caa1/B- | | | 8,160,000 | | |
| 3,000 | | | TransMontaigne, Inc., 9.125%, 6/1/10 | | B3/B | | | 3,165,000 | | |
| 4,400 | | | Vintage Petroleum, Inc., 7.875%, 5/15/11 | | B1/B | | | 4,620,000 | | |
| 47,500 | | | Williams Cos., Inc., 7.875%, 9/1/21 | | B1/B+ | | | 52,487,500 | | |
| | | | | 271,624,634 | | |
Paper & Paper Products – 2.5% | | | |
| | Abitibi-Consolidated, Inc., | | | | | | | |
| 9,500 | | | 8.375%, 4/1/15 | | Ba3/BB- | | | 9,381,250 | | |
| 8,525 | | | 8.55%, 8/1/10 | | Ba3/BB- | | | 8,716,813 | | |
| 19,009 | | | 8.85%, 8/1/30 | | Ba3/BB- | | | 17,203,145 | | |
| 6,000 | | | Bowater Canada Finance, 7.95%, 11/15/11 | | Ba3/BB | | | 6,075,000 | | |
| 2,000 | | | Bowater, Inc., 6.50%, 6/15/13 | | Ba3/BB | | | 1,875,000 | | |
| 1,500 | | | Cascades, Inc., 7.25%, 2/15/13 | | Ba3/BB+ | | | 1,466,250 | | |
| | Georgia-Pacific Corp., | | | | | | | |
| 4,375 | | | 8.00%, 1/15/24 | | Ba2/BB+ | | | 4,845,312 | | |
| 13,800 | | | 8.875%, 5/15/31 | | Ba2/BB+ | | | 16,389,860 | | |
| | | | | 65,952,630 | | |
Printing/Publishing – 1.4% | | | |
| 10,711 | | | American Media Operations, Inc., 10.25%, 5/1/09, Ser. B | | Caa1/CCC+ | | | 10,470,003 | | |
| 18,558 | | | Dex Media West LLC, 9.875%, 8/15/13, Ser. B | | B2/B | | | 20,576,182 | | |
| 1,000 | | | Hollinger, Inc., 11.875%, 3/1/11 (d) | | B3/NR | | | 1,010,000 | | |
| 4,000 | | | Sheridan Group, Inc., 10.25%, 8/15/11 | | B1/B | | | 4,180,000 | | |
| | | | | 36,236,185 | | |
Real Estate – 0.5% | | | |
| 10,000 | | | B.F. Saul REIT, 7.50%, 3/1/14 | | B2/B+ | | | 10,300,000 | | |
| 2,000 | | | Host Marriott L.P., REIT, 7.125%, 11/1/13 | | Ba3/B+ | | | 2,052,500 | | |
| | | | | 12,352,500 | | |
Retail – 0.6% | | | |
| | JC Penney Co., Inc., | | | | | | | |
| 75 | | | 7.125%, 11/15/23 | | Ba1/BB+ | | | 82,875 | | |
| 1,325 | | | 7.40%, 4/1/37 | | Ba1/BB+ | | | 1,439,281 | | |
| 15,000 | | | 8.125%, 4/1/27 | | Ba1/BB+ | | | 15,881,250 | | |
| | | | | 17,403,406 | | |
Semi-Conductors – 0.0% | | | |
| 217 | | | Amkor Technology, Inc., 7.75%, 5/15/13 | | Caa1/B- | | | 186,617 | | |
Telecommunications – 10.3% | | | |
| 4,300 | | | American Cellular Corp., 10.00%, 8/1/11, Ser. B | | B3/B- | | | 4,708,500 | | |
| 4,109 | | | Calpoint Receivable Structured Trust, 7.44%, 12/10/06 (d) | | Caa2/NR | | | 4,129,080 | | |
| 6,280 | | | Centennial Communications Corp., 8.125%, 2/1/14 | | B3/CCC | | | 6,672,500 | | |
| 31,800 | | | Cincinnati Bell, Inc., 8.375%, 1/15/14 | | B3/B- | | | 31,482,000 | | |
| 4,700 | | | Dobson Communications Corp., 8.875%, 10/1/13 | | Caa2/CCC | | | 4,723,500 | | |
9.30.05 | PIMCO High Income Fund Semi-Annual Report 7
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
Telecommunications (continued) | |
$ | 5,000 | | | Hawaiian Telcom Communications, Inc., 12.50%, 5/1/15 (d) | | Caa1/B- | | $ | 5,075,000 | | |
| 19,775 | | | Insight Midwest L.P., 10.50%, 11/1/10 | | B2/B | | | 20,862,625 | | |
| 3,050 | | | Intelsat Bermuda Ltd., 8.25%, 1/15/13 (d) | | B2/B+ | | | 3,084,312 | | |
| 11,706 | | | MCI, Inc., 8.735%, 5/1/14 | | B2/B+ | | | 13,081,455 | | |
| 22,505 | | | PanAmSat Corp., 6.875%, 1/15/28 | | Ba3/BB+ | | | 20,704,600 | | |
| | Qwest Capital Funding, Inc., | | | | | | | |
| 18,150 | | | 7.25%, 2/15/11 | | Caa2/B | | | 17,378,625 | | |
| 46,500 | | | 7.90%, 8/15/10 | | Caa2/B | | | 46,383,750 | | |
| | Qwest Communications International, Inc., | | | | | | | |
| 8,400 | | | 7.25%, 2/15/11 | | B3/B | | | 8,221,500 | | |
| 13,600 | | | 7.50%, 2/15/14 | | B3/B | | | 12,988,000 | | |
| 21,550 | | | 7.50%, 2/15/14 (d) | | B3/B | | | 20,580,250 | | |
| 8,315 | | | Qwest Services Corp., 13.50%, 12/15/10 | | Caa1/B | | | 9,562,250 | | |
| | Rural Cellular Corp., | | | | | | | |
| 1,200 | | | 8.25%, 3/15/12 | | B2/B- | | | 1,266,000 | | |
| 15,370 | | | 9.875%, 2/1/10 | | Caa1/CCC | | | 16,215,350 | | |
| 9,400 | | | Suncom Wireless, Inc., 8.50%, 6/1/13 | | Caa1/CCC- | | | 9,000,500 | | |
| 6,500 | | | Superior Essex Communications L.P., 9.00%, 4/15/12 | | B3/B | | | 6,597,500 | | |
| 10,225 | | | Time Warner Telecom Holdings, Inc., 9.25%, 2/15/14 | | B2/CCC+ | | | 10,403,937 | | |
| | Time Warner Telecom, Inc., | | | | | | | |
| 1,275 | | | 9.75%, 7/15/08 | | B3/CCC+ | | | 1,297,313 | | |
| 1,275 | | | 10.125%, 2/1/11 | | B3/CCC+ | | | 1,319,625 | | |
| | | | | 275,738,172 | | |
Tobacco – 0.8% | | | |
| 4,325 | | | Alliance One International, Inc., 11.00%, 5/15/12 (d) | | B2/B | | | 4,119,562 | | |
| | Commonwealth Brands, Inc., (d) | | | | | | | |
| 10,500 | | | 9.75%, 4/15/08 | | NR/NR | | | 11,077,500 | | |
| 6,475 | | | 10.625%, 9/1/08 | | NR/NR | | | 6,831,125 | | |
| | | | | 22,028,187 | | |
Transportation – 0.1% | | | |
| 3,400 | | | Grupo Transportacion Ferroviaria Mexicana S.A. de CV, 9.375%, 5/1/12 (d) | | B2/B+ | | | 3,689,000 | | |
Utilities – 6.8% | |
| 30,805 | | | AES Corp., 8.75%, 5/15/13 (d) | | Ba3/B+ | | | 33,885,500 | | |
| | CMS Energy Corp., | | | | | | | |
| 3,900 | | | 7.75%, 8/1/10 | | B1/B+ | | | 4,212,000 | | |
| 4,750 | | | 8.50%, 4/15/11 | | B1/B+ | | | 5,308,125 | | |
| 3,360 | | | Homer City Funding LLC, 8.137%, 10/1/19 | | Ba2/BB | | | 3,813,600 | | |
| 12,000 | | | IPALCO Enterprises, Inc., 8.625%, 11/14/11 | | Ba1/BB- | | | 13,380,000 | | |
| 23,000 | | | Legrand Holding S.A., 8.50%, 2/15/25 | | Ba3/BB- | | | 27,715,000 | | |
| | Midwest Generation LLC, pass thru certificates, | | | | | | | |
| 16,900 | | | 8.30%, 7/2/09, Ser. A | | B1/B+ | | | 17,797,813 | | |
| 23,464 | | | 8.56%, 1/2/16, Ser. B | | B1/B+ | | | 25,825,528 | | |
| 1,500 | | | 8.75%, 5/1/34 | | B1/B | | | 1,678,125 | | |
| | PSEG Energy Holdings LLC, | | | | | | | |
| 21,000 | | | 8.50%, 6/15/11 | | Ba3/BB- | | | 22,732,500 | | |
| 5,500 | | | 10.00%, 10/1/09 | | Ba3/BB- | | | 6,132,500 | | |
| 3,147 | | | Sithe/Independence Funding Corp., 9.00%, 12/30/13, Ser. A | | Ba2/B | | | 3,438,459 | | |
| 13,725 | | | South Point Energy Center LLC, 8.40%, 5/30/12 (d) | | B3/B- | | | 12,901,422 | | |
| 2,450 | | | Tenaska Alabama Partners L.P., 7.00%, 6/30/21 (d) | | B1/B+ | | | 2,513,872 | | |
| | | | | 181,334,444 | | |
8 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
Waste Management – 1.1% | | | |
| | Allied Waste North America, Inc., | | | | | | | |
$ | 14,500 | | | 7.25%, 3/15/15 (d) | | B2/BB- | | $ | 14,355,000 | | |
| 12,966 | | | 9.25%, 9/1/12, Ser. B | | B2/BB- | | | 14,100,525 | | |
| | | | | 28,455,525 | | |
Total Corporate Bonds & Notes (cost-$2,258,985,103) | | | | | | | 2,318,386,832 | | |
SOVEREIGN DEBT OBLIGATIONS – 4.5% | | | |
Brazil – 3.4% | |
| | Federal Republic of Brazil, | | | | | | | |
| 58,157 | | | 8.00%, 1/15/18 | | B1/BB- | | | 61,733,656 | | |
| 6,000 | | | 8.25%, 1/20/34 | | B1/BB- | | | 6,045,000 | | |
| 8,250 | | | 8.875%, 4/15/24 | | B1/BB- | | | 8,823,375 | | |
| 1,700 | | | 10.00%, 8/7/11, Ser. B | | B1/BB- | | | 1,984,750 | | |
| 2,000 | | | 10.50%, 7/14/14 | | B1/BB- | | | 2,426,000 | | |
| 5,000 | | | 11.00%, 1/11/12 | | B1/BB- | | | 6,140,000 | | |
| 2,600 | | | 11.00%, 8/17/40 | | B1/BB- | | | 3,190,850 | | |
| | | | | 90,343,631 | | |
Guatemala – 0.1% | | | |
| 1,850 | | | Republic of Guatemala, 9.25%, 8/1/13 | | Ba2/BB- | | | 2,225,864 | | |
Panama – 0.6% | | | |
| | Republic of Panama, | | | | | | | |
| 3,750 | | | 9.375%, 4/1/29 | | Ba1/BB | | | 4,781,250 | | |
| 4,660 | | | 9.625%, 2/8/11 | | Ba1/BB | | | 5,592,000 | | |
| 5,000 | | | 10.75%, 5/15/20 | | Ba1/BB | | | 6,987,500 | | |
| | | | | 17,360,750 | | |
Peru – 0.4% | | | |
| | Republic of Peru, | | | | | | | |
| 1,394 | | | 5.00%, 3/7/17 | | Ba3/BB | | | 1,383,545 | | |
| 8,300 | | | 9.125%, 2/21/12 | | Ba3/BB | | | 10,001,500 | | |
| | | | | 11,385,045 | | |
Total Sovereign Debt Obligations (cost-$106,809,703) | | | | | | | 121,315,290 | | |
SENIOR LOANS (a) (b) (c) – 0.8% | | | |
Diversified Manufacturing – 0.3% | |
| | Invensys plc, | | | | | | | |
| 3,275 | | | 6.881%, 9/5/09, Term B1 | | | | | 3,307,682 | | |
| 3,000 | | | 8.529%, 12/30/09 | | | | | 3,075,000 | | |
| | | | | 6,382,682 | | |
Real Estate – 0.5% | | | |
| | General Growth Properties, Inc., | | | | | | | |
| 10,181 | | | 5.61%, 11/12/07, Term A | | | | | 10,244,219 | | |
| 3,478 | | | 5.85%, 11/12/08, Term B | | | | | 3,525,096 | | |
| | | | | 13,769,315 | | |
Total Senior Loans (cost-$19,928,614) | | | | | | | 20,151,997 | | |
9.30.05 | PIMCO High Income Fund Semi-Annual Report 9
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Credit Rating (Moody's/S&P) | | Value | |
CALIFORNIA MUNICIPAL SECURITIES – 0.6% | | | |
| | Los Angeles Community Redevelopment Agency Rev., | | | | | | | |
$ | 380 | | | 8.25%, 9/1/07, Ser. H | | NR/NR | | $ | 382,132 | | |
| 725 | | | 9.00%, 9/1/12, Ser. H | | NR/NR | | | 765,549 | | |
| 1,160 | | | 9.75%, 9/1/17, Ser. H | | NR/NR | | | 1,267,555 | | |
| 1,375 | | | 9.75%, 9/1/22, Ser. H | | NR/NR | | | 1,504,772 | | |
| 2,170 | | | 9.75%, 9/1/27, Ser. H | | NR/NR | | | 2,363,998 | | |
| 3,480 | | | 9.75%, 9/1/32, Ser. H | | NR/NR | | | 3,773,886 | | |
| | San Diego Redevelopment Agency, Tax Allocation, | | | | | | | |
| 1,785 | | | 6.59%, 11/1/13 | | Baa3/NR | | | 1,715,921 | | |
| 1,435 | | | 7.49%, 11/1/18 | | Baa3/NR | | | 1,446,078 | | |
| 1,885 | | | 7.74%, 11/1/21 | | Baa3/NR | | | 1,919,835 | | |
Total California Municipal Securities (cost-$14,906,041) | | | | | | | 15,139,726 | | |
CONVERTIBLE BONDS – 0.2% | | | |
Multi-Media – 0.2% | |
| 7,100 | | | Sinclair Broadcast Group, Inc., 4.875%, 7/15/18, VRN (cost-$6,621,793) | | B3/B | | | 6,381,125 | | |
PREFERRED STOCK – 1.0% | | | |
Shares | | | | | | | |
Financing – 1.0% | | | |
| 24,700 | | | Fresenius Medical Care Capital Trust II, 7.875%, 2/1/08 | | B1/BB- | | | 25,749,750 | | |
Hotels/Gaming – 0.0% | | | |
| 3,600 | | | La Quinta Properties, Inc., 9.00%, Ser. A | | B2/B- | | | 92,232 | | |
Telecommunications – 0.0% | | | |
| 155,565 | | | Superior Essex Holding Corp., 9.50%, Ser. A | | NR/NR | | | 132,230 | | |
Total Preferred Stock (cost-$26,248,605) | | | | | | | 25,974,212 | | |
COMMON STOCK (g) – 0.0% | | | |
Airlines – 0.0% | |
| 33,441,992 | | | US Airway Group, Inc. (cost-$0) | | | | | 3,344 | | |
SHORT-TERM INVESTMENTS – 6.3% | | | |
Principal Amount (000) | | | | | | | |
Sovereign Debt Obligations (e) – 3.6% | | | |
Germany – 3.6% | |
€ | 79,000 | | | Federal Republic of Germany, | | | | | | | |
| | 2.75%, 12/16/05 (cost-$95,506,734) | | Aaa/NR | | | 95,357,610 | | |
Commercial Paper – 1.9% | | | |
Finance – 1.9% | |
$ | 50,300 | | | UBS Finance LLC, | | | | | | | |
| | 3.765%-3.75%, 12/13/05 (cost-$49,916,120) | | P-1/A-1+ | | | 49,898,103 | | |
U.S. Treasury Bills (j) – 0.2% | | | |
| 6,810 | | | 3.29%-3.50%,12/1/05-12/15/05 (cost-$6,762,467) | | | | | 6,755,128 | | |
10 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Principal Amount (000) | | | | Value | |
Repurchase Agreements – 0.6% | | | |
$11,000 | | CS First Boston Corp., dated 9/30/05, 3.25%, due 10/3/05, proceeds $11,002,979; collateralized by U.S.Treasury Note 4.000%, due 9/30/07, valued at $11,241,759 with accrued interest | | |
$11,000,000 | | |
6,303 | | State Street Bank & Trust Co., dated 9/30/05, 3.40%, due 10/3/05, proceeds $6,304,786; collateralized by Federal Home Loan Bank, 4.875%, due 2/15/07, valued at $6,430,366 with accrued interest | | |
6,303,000 | | |
Total Repurchase Agreements (cost-$17,303,000) | | | | | 17,303,000 | | |
Total Short-Term Investments (cost-$169,488,321) | | | | | 169,313,841 | | |
Total Investments before options written (cost-$2,602,988,180) – 100.1% | | | | | 2,676,666,367 | | |
OPTIONS WRITTEN (k) – (0.1)% | | | |
Contracts | | | | | |
Call Options – (0.0)% | | | |
| | U.S. Treasury Notes 10 yr. Futures, Chicago Board of Trade, | | | | | |
| 1,819 | | | strike price $113, expires 11/22/05 | | | (113,687 | ) | |
| 635 | | | strike price $113, expires 12/23/05 | | | (99,219 | ) | |
| 1,928 | | | strike price $114, expires 11/22/05 | | | (60,250 | ) | |
| | | | | (273,156 | ) | |
Put Options – (0.1)% | | | |
| | U.S. Treasury Notes 10 yr. Futures, Chicago Board of Trade, | | | | | |
| 2,709 | | | strike price $107, expires 11/22/05 | | | (253,969 | ) | |
| 635 | | | strike price $107, expires 12/23/05 | | | (138,906 | ) | |
| 1,118 | | | strike price $107, expires 2/24/06 | | | (524,040 | ) | |
| 1,850 | | | strike price $108, expires 11/22/05 | | | (404,688 | ) | |
| | | | | (1,321,603 | ) | |
Total Options Written (premiums received-$2,542,382) | | | | | (1,594,759 | ) | |
Total Investments net of options written (cost-$2,600,445,798) – 100.0% | | | | $ | 2,675,071,608 | | |
Notes to Schedule of Investments:
(a) Private Placement. Restricted as to resale and may not have a readily available market.
(b) Illiquid security.
(c) These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the London Inter-Bank Offered Rate ("LIBOR") or the prime rate offered by one or more major United States banks, or the certificate of deposit rate. These securities are generally considered to be restricted as the Fund is ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of Senior Loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty.
(d) 144A Security–Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.
(e) When-Isued or delayed-delivery security. To be settled/delivered after September 30, 2005.
(f) Security in default.
(g) Fair-valued security.
(h) Credit-linked trust certificate.
(i) Principal amount is less than $500.
(j) All or partial amount segregated as collateral for futures contracts, when-issued or delayed-delivery securities.
(k) Non-income producing.
9.30.05 | PIMCO High Income Fund Semi-Annual Report 11
PIMCO High Income Fund Schedule of Investments
September 30, 2005 (unaudited) (continued)
Glossary:
€ - Euros
FRN - Floating Rate Note. The interest rate disclosed reflects the rate in effect on September 30, 2005.
LIBOR - London Interbank Offered Rate
NR - Not Rated
REIT - Real Estate Investment Trust.
VRN - Variable Rate Note. The interest rate disclosed reflects the rate in effect on September 30, 2005.
12 PIMCO High Income Fund Semi-Annual Report | 9.30.05 | See accompanying Notes to Financial Statements.
PIMCO High Income Fund Statement of Assets and Liabilities
September 30, 2005 (unaudited)
Assets: | | | |
Investments, at value (cost-$2,602,988,180) | | $ | 2,676,666,367 | | |
Cash (including foreign currency of $69,990 with a cost of $69,959) | | | 9,969,588 | | |
Interest receivable | | | 55,813,238 | | |
Receivable for investments sold | | | 48,622,418 | | |
Unrealized appreciation on swaps | | | 37,662,292 | | |
Prepaid expenses | | | 102,047 | | |
Unrealized appreciation on forward foreign currency contracts | | | 3,953 | | |
Total Assets | | $ | 2,828,839,903 | | |
Liabilities: | | | |
Payable for investments purchased | | | 152,953,478 | | |
Premium for swaps sold | | | 35,033,600 | | |
Dividends payable to common and preferred shareholders | | | 14,207,157 | | |
Options written, at value (premiums received - $2,542,382) | | | 1,594,759 | | |
Investment management fees payable | | | 1,522,405 | | |
Unrealized depreciation on forward foreign currency contracts | | | 982,156 | | |
Unrealized depreciation on swaps | | | 475,404 | | |
Payable for variation margin on futures contracts | | | 342,925 | | |
Accrued expenses | | | 423,554 | | |
Total Liabilities | | | 207,535,438 | | |
Preferred Shares ($25,000 net asset and liquidation value per share applicable to an aggregate of 36,000 shares issued and outstanding) | | | 900,000,000 | | |
Net Assets Applicable to Common Shareholders | | $ | 1,721,304,465 | | |
Composition of Net Assets Applicable to Common Shareholders: | | | |
Common Stock: | | | |
Par value ($0.00001 per share, applicable to 114,263,164 shares issued and outstanding) | | $ | 1,143 | | |
Paid-in-capital in excess of par | | | 1,625,509,452 | | |
Dividends in excess of net investment income | | | (7,146,286 | ) | |
Accumulated net realized loss | | | (6,244,198 | ) | |
Net unrealized appreciation of investments, futures contracts, options written, swaps, foreign currency transactions and unfunded loan commitments | | | 109,184,354 | | |
Net Assets Applicable to Common Shareholders | | $ | 1,721,304,465 | | |
Net Asset Value Per Common Share | | $ | 15.06 | | |
See accompanying Notes to Financial Statements. | 9.30.05 | PIMCO High Income Fund Semi-Annual Report 13
PIMCO High Income Fund Statement of Operations
For the six months ended September 30, 2005 (unaudited)
Investment Income: | | | |
Interest | | $ | 103,300,821 | | |
Dividends | | | 976,612 | | |
Facility and other fee income | | | 140,386 | | |
Total Investment Income | | | 104,417,819 | | |
Expenses: | | | |
Investment management fees | | | 9,236,323 | | |
Auction agent fees and commissions | | | 1,139,179 | | |
Custodian and accounting agent fees | | | 322,206 | | |
Reports and notices to shareholders | | | 132,258 | | |
Trustees' fees and expenses | | | 76,052 | | |
New York Stock Exchange listing fees | | | 51,654 | | |
Audit and tax services | | | 44,325 | | |
Legal fees | | | 28,225 | | |
Insurance expense | | | 21,994 | | |
Transfer agent fees | | | 18,648 | | |
Investor relations | | | 15,309 | | |
Interest expense | | | 153 | | |
Miscellaneous | | | 8,070 | | |
Total expenses | | | 11,094,396 | | |
Less: custody credits earned on cash balances | | | (52,878 | ) | |
Net expenses | | | 11,041,518 | | |
Net Investment Income | | | 93,376,301 | | |
Realized and Unrealized Gain (Loss): | | | |
Net realized gain (loss) on: | |
Investments | | | 19,799,795 | | |
Futures contracts | | | (6,159,202 | ) | |
Options written | | | 3,097,017 | | |
Swaps | | | (36,042,299 | ) | |
Foreign currency transactions | | | 243,695 | | |
Net change in unrealized appreciation/depreciation of: | |
Investments | | | (10,111,581 | ) | |
Futures contracts | | | 5,883,102 | | |
Options written | | | 895,765 | | |
Swaps | | | 33,913,279 | | |
Foreign currency transactions | | | (1,606,304 | ) | |
Unfunded loan commitments | | | 62,331 | | |
Net realized and change in unrealized gain on investments, futures contracts, options written, swaps, foreign currency transactions and unfunded loan commitments | | | 9,975,598 | | |
Net Increase in Net Assets Resulting from Investment Operations | | | 103,351,899 | | |
Dividends on Preferred Shares from Net Investment Income | | | (14,751,473 | ) | |
Net Increase in Net Assets Applicable to Common Shareholders Resulting from Investment Operations | | $ | 88,600,426 | | |
14 PIMCO High Income Fund Semi-Annual Report | 9.30.05 | See accompanying Notes to Financial Statements.
PIMCO High Income Fund Statement of Changes in Net Assets
Applicable to Common Shareholders
| | Six months ended September 30, 2005 (unaudited) | | Year ended March 31, 2005 | |
Investment Operations: | |
Net investment income | | $ | 93,376,301 | | | $ | 187,853,199 | | |
Net realized gain (loss) on investments, futures contracts, options written, swaps, foreign currency transactions and unfunded loan commitments | | | (19,060,994 | ) | | | 38,808,132 | | |
Net change in unrealized appreciation/depreciation of investments, futures contracts, options written, swaps, foreign currency transactions and unfunded loan commitments | | | 29,036,592 | | | | (34,380,985 | ) | |
Net increase in net assets resulting from investment operations | | | 103,351,899 | | | | 192,280,346 | | |
Dividends and Distributions on Preferred Shares from: | |
Net investment income | | | (14,751,473 | ) | | | (16,297,031 | ) | |
Net realized gains | | | – | | | | (631,372 | ) | |
Total dividends and distributions on preferred shares | | | (14,751,473 | ) | | | (16,928,403 | ) | |
Net increase in net assets applicable to common shareholders resulting from investment operations | | | 88,600,426 | | | | 175,351,943 | | |
Dividends and Distributions to Common Shareholders from: | |
Net investment income | | | (83,554,939 | ) | | | (173,055,141 | ) | |
Net realized gains | | | – | | | | (51,139,472 | ) | |
Total dividends and distributions to common shareholders | | | (83,554,939 | ) | | | (224,194,613 | ) | |
Total increase (decrease) in net assets applicable to common shareholders | | | 5,045,487 | | | | (48,842,670 | ) | |
Net Assets Applicable to Common Shareholders: | |
Beginning of period | | | 1,716,258,978 | | | | 1,765,101,648 | | |
End of period (including dividends in excess of net investment income of $7,146,286 and $2,216,175, respectively) | | $ | 1,721,304,465 | | | $ | 1,716,258,978 | | |
See accompanying Notes to Financial Statements. | 9.30.05 | PIMCO High Income Fund Semi-Annual Report 15
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
1. Organization and Significant Accounting Policies
PIMCO High Income Fund (the "Fund"), was organized as a Massachusetts business trust on February 18, 2003. Prior to commencing operations on April 30, 2003, the Fund had no operations other than matters relating to its organization and registration as a diversified, closed-end management investment company registered under the Investment Company Act of 1940 and the rules and regulations there under, as amended. Allianz Global Investors Fund Management LLC (the "Investment Manager") serves as the Fund's Investment Manager and is an indirect wholly-owned subsidiary of Allianz Global Investors of America L.P. ("Allianz Global"). Allianz Global is an indirect, majority-owned subsidiary of Allianz AG. The Fund has an unlimited amount of $0.00001 par value common stock authorized.
The Fund's investment objective is to seek high current income. Capital appreciation is a secondary objective. The Fund attempts to achieve these objectives by investing in a diversified portfolio of U.S. dollar-denominated debt obligations and other income-producing securities that are primarily rated below investment grade.
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been asserted. However, the Fund expects the risk of any loss to be remote.
The following is a summary of significant accounting policies followed by the Fund:
(a) Valuation of Investments
Portfolio securities and other financial instruments for which market quotations are readily available are stated at market value. Portfolio securities and other financial instruments for which market quotations are not readily available or if a development/event occurs that may significantly impact the value of a security, are fair-valued, in good faith, pursuant to guidelines established by the Board of Trustees, including certain fixed income securities which may be valued with reference to securities whose prices are more readily available. The Fund's investments are valued by an independent pricing service, dealer quotations, or are valued at the last sale price on the exchange that is the primary market for such securities, or the last quoted bid price for those securities for which the over-the-counter market is the primary market or for listed securities in which there were no sales. Indep endent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. The Fund's investments in senior floating rate loans ("Senior Loans") for which a secondary market exists will be valued at the mean of the last available bid and asked prices in the market for such Senior Loans, as provided by an independent pricing service. Other Senior Loans are valued at fair-value by Pacific Investment Management Company LLC (the "Sub-Adviser"). Such procedures by the Sub-Adviser include consideration and evaluation of: (1) the creditworthiness of the borrower and any intermediate participants; (2) the term of the Senior Loan; (3) recent prices in the market for similar loans, if any; (4) recent prices in the market for loans of similar quality, coupon rate, and period until next interest rate reset and maturity; and (5) general economic and market conditions affecting the fai r value of the Senior Loan. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. Securities purchased on a when-issued or delayed-delivery basis are marked to market daily until settlement at the forward settlement value. Short-term investments maturing in 60 days or less are valued at amortized cost, if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if the original term to maturity exceeded 60 days. The prices used by the Fund to value securities may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. The Fund's net asset value is determined daily at the close of regular trading (normally, 4:00 p.m. Eastern time) on the New York Stock Exchange.
(b) Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date. Securities purchased and sold on a when-issued or delayed-delivery basis may be settled a month or more after the trade date. Realized gains and losses on investments are determined on the identified cost basis. Interest income is recorded on an accrual basis. Discounts or premiums on debt securities purchased are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Facility fees and other fees (such as origination fees) received by the Fund are amortized as income over the expected term of the loan. Commitment fees received by the Fund relating to unfunded purchase commitments are deferred and amortized to facility fee income over the period of the commitment.
16 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
1. Organization and Significant Accounting Policies (continued)
(c) Federal Income Taxes
The Fund intends to distribute all of its taxable income and to comply with the other requirements of the U.S. Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required. In addition, by distributing substantially all of its ordinary income and long-term capital gains, if any, during each calendar year the Fund intends not to be subject to U.S. federal excise tax.
(d) Dividends and Distributions - Common Stock
The Fund declares dividends from net investment income monthly to common shareholders. Distributions of net realized capital gains, if any, are paid at least annually. The Fund records dividends and distributions to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from generally accepted accounting principles. These "book-tax" differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their income tax treatment; temporary differences do not require reclassification. To the extent dividends and/or distributions exceed current and accumulated earnings and profits for federal income tax purposes; they are reported as dividends and/or distributions of paid-in capital in excess of par.
Net investment income and net realized gains differ for financial statement and tax purposes primarily due to the treatment of amounts received under swap agreements. For the six months ended September 30, 2005, the Fund received $7,651,846 from swap agreements, which are treated as net realized gain (loss) for financial statement purposes and as net income (loss) for federal income tax purposes.
(e) Foreign Currency Translation
The Fund's accounting records are maintained in U.S. dollars as follows: (1) the foreign currency market value of investments and other assets and liabilities denominated in foreign currency are translated at the prevailing exchange rate at the end of the period; and (2) purchases and sales, income and expenses are translated at the prevailing exchange rate on the respective dates of such transactions. The resulting net foreign currency gain or loss is included in the Statement of Operations.
The Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments. However, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain or loss upon the sale or maturity of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations; such amount is categorized as foreign currency gain or loss for both financial reporting and income tax reporting purposes.
(f) Futures Contracts
A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker an amount of cash or securities equal to the minimum "initial margin" requirements of the exchange. Pursuant to such a contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as "variation margin" and are recorded by the Fund as unrealized appreciation or depreciation. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Any unrealized appreciation or depreciation recorded is simultaneously reversed. The use of futures transactions in volves the risk of an imperfect correlation in the movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts.
(g) Option Transactions
The Fund may purchase and write (sell) put and call options for hedging purposes, risk management purposes or as a part of its investment strategy. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from the securities sold through the exercise of put options is decreased by the premiums paid.
9.30.05 | PIMCO High Income Fund Semi-Annual Report 17
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
1. Organization and Significant Accounting Policies (continued)
When an option is written, the premium received is recorded as an asset with an equal liability and is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transactions, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a put option is exercised, the premium reduc es the cost basis of the security. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of a written option could result in the Fund purchasing a security at a price different from the current market.
(h) Interest Rate/Credit Default Swaps
The Fund enters into interest rate and credit default swap contracts ("swaps") for investment purposes, to manage its interest rate and credit risk or to add leverage.
As a seller in the credit default swap contract, the Fund is required to pay the notional amount or other agreed-upon value of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the referenced debt obligation. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. Such periodic payments are accrued daily and recorded as realized gain (loss).
The Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held, in which case the Fund would function as the counterparty referenced in the preceding paragraph. As a purchaser of a credit default swap contract, the Fund would receive the notional amount or other agreed upon value of a referenced debt obligation from the counterparty in the event of default by a third party, such as a U.S. or foreign corporate issuer on the referenced obligation. In return, the Fund would make periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such periodic payments are accrued daily and recorded as realized gain (loss).
Interest rate swap agreements involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Net periodic payments received by the Fund are included as part of realized gain (loss) and or change in unrealized appreciation/depreciation on the Statement of Operations.
Swaps are marked to market daily by the Sub-Adviser based upon quotations from market makers and the change in value, if any, is recorded as unrealized appreciation or depreciation. For a credit default swap sold by the Fund, payment of the agreed upon amount made by the Fund in the event of default of the referenced debt obligation is recorded as the cost of the referenced debt obligation purchased/received. For a credit default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.
Entering into swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in net interest rates.
(i) Senior Loans
The Fund purchases assignments of Senior Loans originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the "Agent") for a lending syndicate of financial institutions (the "Lender"). When purchasing an assignment, the Fund succeeds all the rights and obligations under the loan agreement with the same rights and obligations as the assigning Lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning Lender.
18 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
1. Organization and Significant Accounting Policies (continued)
(j) Forward Foreign Currency Contracts
A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. The Fund may enter into forward foreign currency contracts for the purpose of hedging against foreign currency risk arising from the investment or anticipated investment in securities denominated in foreign currencies. The Fund may also enter these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The market value of a forward foreign currency contract fluctuates with changes in forward currency exchange rates. All commitments are marked to market daily at the applicable exchange rates and any resulting unrealized appreciation or depreciation is recorded. Realized gains or losses are recorded at the time the forward contract matures or by delivery of the curren cy. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
(k) Credit-Linked Trust Certificates
Credit-linked trust certificates are investments in a limited purpose trust or other vehicle formed under state law which, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to the high yield or another fixed income market.
Similar to an investment in a bond, investments in credit-linked trust certificates represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the trust's receipt of payments from, and the trust's potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests.
(l) Repurchase Agreements
The Fund enters into transactions with its custodian bank or securities brokerage firms whereby it purchases securities under agreements to resell at an agreed upon price and date ("repurchase agreements"). Such agreements are carried at the contract amount in the financial statements. Collateral pledged (the securities received), which consists primarily of U.S. government obligations and asset-backed securities, are held by the custodian bank until maturity of the repurchase agreement. Provisions of the repurchase agreements and the procedures adopted by the Fund require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Fund may be delayed or limited.
(m) Reverse Repurchase Agreements
In a reverse repurchase agreement, the Fund sells securities to a bank or broker-dealer and agrees to repurchase the securities at a mutually agreed date and price. Generally, the effect of such a transaction is that the Fund can recover and reinvest all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement and still be entitled to the returns associated with those portfolio securities. Such transactions are advantageous if the interest cost to the Fund of the reverse repurchase transaction is less than the returns it obtains on investments purchased with the cash. Unless the Fund covers its positions in reverse repurchase agreements (by segregating liquid assets at least equal in amount to the forward purchase commitment), its obligations under the agreements will be subject to the Fund's limitations on borrowings. Reverse repurchase agreements involve leverage risk and also the risk that the market value of the securities that the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund's use of the proceeds of the agreement may be restricted pending determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the securities. The weighted average daily balance of reverse repurchase agreements outstanding for the six month period ending September 30, 2005 was $1,839,120 at a weighted average interest rate of 0.10%.
(n) When-Issued/Delayed-Delivery Transactions
The Fund may purchase or sell securities on a when-issued or delayed-delivery basis. The transactions involve a commitment to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. When delayed-delivery purchases are outstanding, the Fund will set aside and maintain until the settlement date in a designated account, liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed-delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Fund may dispose of or renegotiate a delayed-delivery transaction after it is entered into, and may sell when-issued securities before they are delivered, which may result in a re alized gain or loss. When a security on a delayed-delivery basis is sold, the Fund does not participate in future gains and losses with respect to the security.
9.30.05 | PIMCO High Income Fund Semi-Annual Report 19
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
1. Organization and Significant Accounting Policies (continued)
(o) Custody Credits on Cash Balances
The Fund benefits from an expense offset arrangement with its custodian bank whereby uninvested cash balances earn credits which reduce monthly custodian and accounting agent expenses. Had these cash balances been invested in income producing securities, they would have generated income for the Fund.
2. Investment Manager/Sub-Adviser
The Fund has entered into an Investment Management Agreement (the "Agreement") with the Investment Manager. Subject to the supervision of the Fund's Board of Trustees, the Investment Manager is responsible for managing, either directly or through others selected by it, the Fund's investment activities, business affairs and administrative matters. Pursuant to the Agreement, the Investment Manager receives an annual fee, payable monthly, at an annual rate of 0.70% of the Fund's average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding.
The Investment Manager has retained its affiliate, the Sub-Adviser, to manage the Fund's investments. Subject to the supervision of the Investment Manager, the Sub-Adviser is responsible for making all the Fund's investment decisions. The Investment Manager and not the Fund pays a portion of the fees it receives as Investment Manager to the Sub-Adviser in return for its services, at the maximum annual rate of 0.3575% of the Fund's average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding, for the period from commencement of operations through April 30, 2008, and at the maximum annual rate of 0.50% of average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding, thereafter.
3. Investment in Securities
For the six months ended September 30, 2005, purchases and sales of investments, other than short-term securities and U.S. government obligations, were $820,693,256 and $824,639,781, respectively.
(a) Futures contracts outstanding at September 30, 2005:
Type | | Notional Amount (000) | | Expiration Date | | Unrealized Depreciation | |
Long: Financial Future Euro-90 day | | $ | 623,500 | | | | 12/19/05 | | | $ | (2,099,973 | ) | |
(b) Transactions in options written for the six months ended September 30, 2005:
| | Contracts | | Premiums | |
Options outstanding, March 31, 2005 | | | 3,602 | | | $ | 982,842 | | |
Options written | | | 86,024,985 | | | | 6,090,708 | | |
Options terminated in closing transactions | | | (86,013,993 | ) | | | (3,609,468 | ) | |
Options expired | | | (3,900 | ) | | | (921,700 | ) | |
Options outstanding, September 30, 2005 | | | 10,694 | | | $ | 2,542,382 | | |
(c) Credit default swaps contracts outstanding at September 30, 2005:
Swap Counterparty/ Referenced Debt Issuer | | Notional Amount Payable on Default (000) | | Termination Date | | Fixed Payments Received (Paid) by Fund | | Unrealized Appreciation (Depreciation) | |
Bank of America | |
AES Corp. | | $ | 1,000 | | | 12/20/07 | | | 1.50 | % | | $ | 860 | | |
Williams PLC | | | 2,000 | | | 12/20/07 | | | 1.25 | % | | | 14,380 | | |
Bear Stearns | |
AT&T | | | 2,000 | | | 12/20/07 | | | 1.52 | % | | | 59,188 | | |
AT&T | | | 3,000 | | | 12/20/09 | | | 2.34 | % | | | 236,730 | | |
CVC, Inc. | | | 3,000 | | | 12/20/07 | | | 2.15 | % | | | 18,362 | | |
Georgia-Pacific Corp. | | | 1,500 | | | 12/20/07 | | | 0.82 | % | | | 2,834 | | |
MGM Mirage | | | 3,500 | | | 9/20/09 | | | 1.92 | % | | | (6,813 | ) | |
Royal Caribbean Cruises Ltd. | | | 3,500 | | | 9/20/07 | | | 1.50 | % | | | 66,761 | | |
Tenet Healthcare Corp. | | | 3,000 | | | 12/20/05 | | | 1.45 | % | | | 6,454 | | |
20 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
3. Investment in Securities (continued)
Swap Counterparty/ Referenced Debt Issuer | | Notional Amount Payable on Default (000) | | Termination Date | | Fixed Payments Received (Paid) by Fund | | Unrealized Appreciation (Depreciation) | |
Citigroup | | | |
Allied Waste Industries, Inc. | | $ | 3,500 | | | 9/20/07 | | | 2.18 | % | | $ | 35,535 | | |
Crown Cork | | | 3,500 | | | 9/20/07 | | | 2.38 | % | | | 24,911 | | |
Owens-Brockway | | | 7,000 | | | 9/20/07 | | | 2.05 | % | | | 92,893 | | |
Starwood Hotels & Resorts Worldwide, Inc. | | | 3,500 | | | 9/20/07 | | | 1.20 | % | | | 44,598 | | |
Credit Suisse First Boston | | | |
Allied Waste Industries, Inc. | | | 3,000 | | | 12/20/05 | | | 1.35 | % | | | 7,353 | | |
Bombardier, Inc. | | | 10,000 | | | 3/20/06 | | | 2.60 | % | | | 60,914 | | |
MCI, Inc. | | | 7,000 | | | 12/20/05 | | | 1.15 | % | | | 19,988 | | |
Vintage Petroleum, Inc. | | | 4,700 | | | 12/20/09 | | | 1.91 | % | | | 106,269 | | |
Goldman Sachs | | | |
HCA, Inc. | | | 1,000 | | | 12/20/07 | | | 0.75 | % | | | (174 | ) | |
Starwood Hotels & Resorts Worldwide, Inc. | | | 1,000 | | | 12/20/07 | | | 1.10 | % | | | 10,946 | | |
HSBC Bank | | | |
General Motors Acceptance Corp. | | | 6,000 | | | 6/20/06 | | | 4.25 | % | | | 131,531 | | |
JP Morgan Chase | | | |
AES Corp. | | | 3,500 | | | 9/20/07 | | | 2.15 | % | | | 45,928 | | |
Electronic Data, Inc. | | | 1,000 | | | 12/20/07 | | | 1.30 | % | | | 21,398 | | |
Smurfit-Stone Container Corp. | | | 4,700 | | | 12/20/09 | | | 2.30 | % | | | (68,988 | ) | |
Lehman Securities | | | |
ArvinMeritor, Inc. | | | 3,000 | | | 12/20/09 | | | 2.35 | % | | | (169,238 | ) | |
General Motors Corp. | | | 4,000 | | | 12/20/05 | | | 0.82 | % | | | (17,080 | ) | |
Morgan Stanley | | | |
General Motors Acceptance Corp. | | | 2,500 | | | 9/20/07 | | | 2.40 | % | | | (24,674 | ) | |
Georgia-Pacific Corp. | | | 5,000 | | | 12/20/09 | | | 1.15 | % | | | 12,505 | | |
UBS AG | | | |
General Motors Acceptance Corp. | | | 5,500 | | | 9/20/06 | | | 5.05 | % | | | 166,612 | | |
Wachovia Securities | | | |
General Motors Corp. | | | 11,200 | | | 3/20/06 | | | 0.97 | % | | | (99,608 | ) | |
General Motors Corp. | | | 2,750 | | | 3/20/06 | | | 1.16 | % | | | (21,866 | ) | |
General Motors Corp. | | | 8,600 | | | 3/20/06 | | | 1.20 | % | | | (66,963 | ) | |
| | $ | 711,546 | | |
(d) Interest rate swap contracts outstanding at September 30, 2005:
| | | | | | Rate Type | | | |
Swap Counterparty | | Notional Amount (000) | | Termination Date | | Payments Made by Fund | | Payments Received by Fund | | Unrealized Appreciation | |
UBS Securities | | $ | 680,000 | | | 6/15/25 | | 5.25% | | 3 month LIBOR | | $ | 10,963,980 | | |
UBS Securities | | | 680,000 | | | 3/16/25 | | 3 month LIBOR | | 5.24% | | | 25,511,362 | | |
| | $ | 36,475,342 | | |
LIBOR-London Interbank Offered Rate
9.30.05 | PIMCO High Income Fund Semi-Annual Report 21
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
3. Investment in Securities (continued)
(e) Forward foreign currency contracts outstanding at September 30, 2005:
| | | | U.S. $ Value Origination Date | | Unrealized U.S. $ Value September 30, 2005 | | Appreciation (Depreciation) | |
Purchased: | | € 637,000 settling 11/08/05 | | $ | 765,513 | | | $ | 769,466 | | | $ | 3,953 | | |
| | 3,485,391,000 Japanese Yen settling 10/18/05 | | | 31,704,828 | | | | 30,810,438 | | | | (894,390 | ) | |
Sold: | | € 24,031,000 settling 11/08/05 | | | 28,940,533 | | | | 29,028,299 | | | | (87,766 | ) | |
| | $ | (978,203 | ) | |
4. Income Tax Information
The cost basis of portfolio securities for federal income tax purposes is $2,602,988,180. Aggregated gross unrealized appreciation for securities in which there is an excess value over tax cost is $105,759,902; aggregate gross unrealized depreciation for securities in which there is an excess of tax cost over value is $32,081,715; net unrealized depreciation for federal income tax purposes is $73,678,187.
5. Auction Preferred Shares
The Fund has issued 7,200 shares of Preferred Shares Series M, 7,200 shares of Preferred Shares Series T, 7,200 shares of Preferred Shares Series W, 7,200 shares of Preferred Shares Series TH and 7,200 shares of Preferred Shares Series F each with a net asset and liquidation value of $25,000 per share plus accrued dividends.
Dividends and distributions of net realized long-term capital gains, if any, are accumulated daily at an annual rate set through auction procedures.
For the six months ended September 30, 2005, the annualized dividend rate ranged from:
| | High | | Low | | At September 30, 2005 | |
Series M | | | 3.84 | % | | | 3.00 | % | | | 3.84 | % | |
Series T | | | 3.84 | % | | | 3.06 | % | | | 3.84 | % | |
Series W | | | 3.88 | % | | | 3.03 | % | | | 3.88 | % | |
Series TH | | | 3.86 | % | | | 3.03 | % | | | 3.86 | % | |
Series F | | | 3.71 | % | | | 2.95 | % | | | 3.71 | % | |
The Fund is subject to certain limitations and restrictions while Preferred Shares are outstanding. Failure to comply with these limitations and restrictions could preclude the Fund from declaring any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of Preferred Shares at their liquidation value.
Preferred Shares, which are entitled to one vote per share, generally vote together with the common stock but vote separately as a class to elect two Trustees and on any matters affecting the rights of the preferred shares.
6. Subsequent Common Dividend Declarations
On October 3, 2005, a dividend of $0.121875 per share was declared to common shareholders payable November 1, 2005 to shareholders of record on October 21, 2005.
On November 1, 2005, a dividend of $0.121875 per share was declared to common shareholders payable December 1, 2005 to shareholders of record on November 18, 2005.
7. Legal Proceedings
On September 13, 2004, the Securities and Exchange Commission (the "Commission") announced that the Investment Manager and two affiliates of the Investment Manager, PEA Capital LLC and PA Fund Distributors LLC (the "Affiliates") had agreed to a settlement of charges that they and certain of their officers had, among other things, violated various antifraud provisions of the federal securities laws in connection with an alleged market-timing arrangement involving trading of shares of certain open-end investment companies (''open-end funds'') advised or distributed by these
22 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
7. Legal Proceedings (continued)
certain affiliates. In their settlement with the Commission, the Investment Manager and the Affiliates consented to the entry of an order by the Commission and, without admitting or denying the findings contained in the order, agreed to implement certain compliance and governance changes and consented to cease-and-desist orders and censures. In addition, the Investment Manager and the Affiliates agreed to pay civil money penalties in the aggregate amount of $40 million and to pay disgorgement in the amount of $10 million, for an aggregate payment of $50 million. In connection with the settlement, the Investment Manager and the Affiliates have been dismissed from the related complaint the Commission filed on May 6, 2004 in the U.S. District Court in the Southern District of New York. Neither the complaint nor the order alleges any inappropriate activity took place with respect to the Fund.
In a related action on June 1, 2004, the Attorney General of the State of New Jersey (''NJAG'') announced that it had entered into a settlement agreement with Allianz Global and the Affiliates, in connection with a complaint filed by the NJAG on February 17, 2004. In the settlement, Allianz Global and other named affiliates neither admitted nor denied the allegations or conclusions of law, but did agree to pay New Jersey a civil fine of $15 million and $3 million for investigative costs and further potential enforcement initiatives against unrelated parties. They also undertook to implement certain governance changes. The complaint relating to the settlement contained allegations arising out of the same matters that were the subject of the Commission order regarding market-timing described above and does not allege any inappropriate activity took place with respect to the Fund.
On September 15, 2004, the Commission announced that the Investment Manager and the Affiliates had agreed to settle an enforcement action in connection with charges that they violated various antifraud and other provisions of federal securities laws as a result of, among other things, their failure to disclose to the board of trustees and shareholders of various open-end funds advised or distributed by the Affiliates material facts and conflicts of interest that arose from their use of brokerage commissions on portfolio transactions to pay for so-called ''shelf space'' arrangements with certain broker-dealers. In their settlement with the Commission, the Investment Manager and the Affiliates consented to the entry of an order by the Commission without admitting or denying the findings contained in the order. In connection with the settlement, the Investment Manager and the Affiliates agreed t o undertake certain compliance and disclosure reforms and consented to cease-and-desist orders and censures. In addition, the Investment Manager and the Affiliates agreed to pay a civil money penalty of $5 million and to pay disgorgement of approximately $6.6 million based upon the aggregate amount of brokerage commissions alleged to have been paid by such open-end funds in connection with these shelf-space arrangements (and related interest). In a related action, the California Attorney General announced on September 15, 2004 that it had entered into an agreement with one of the Affiliates of the Investment Manager in resolution of an investigation into matters that are similar to those discussed in the Commission order. The settlement agreement resolves matters described in a complaint filed contemporaneously by the California Attorney General in the Superior Court of the State of California alleging, among other things that this Affiliate violated certain antifraud provisions of California law by fai ling to disclose matters related to the shelf-space arrangements described above. In the settlement agreement, the Affiliate did not admit to any liability but agreed to pay $5 million in civil penalties and $4 million in recognition of the California Attorney General's fees and costs associated with the investigation and related matters. Neither the Commission order nor the California Attorney General's complaint alleges any inappropriate activity took place with respect to the Fund.
On April 11, 2005, the Attorney General of the State of West Virginia filed a complaint in the Circuit Court of Marshall County, West Virginia (the "West Virginia Complaint") against the Investment Manager and the Affiliates based on the same circumstances as those cited in the 2004 settlements with the Commission and NJAG involving alleged "market timing" activities described above. The West Virginia Complaint alleges, among other things, that the Investment Manager and the Affiliates improperly allowed broker-dealers, hedge funds and investment advisers to engage in frequent trading of various open-end funds advised or distributed by the Investment Manager and the Affiliates in violation of the funds' stated restrictions on "market timing." As of the date of this report, the West Virginia Complaint has not been formally served upon the Investment Manager or the Affiliates. The West Virginia Complaint also names numerous other defendants unaffiliated with the Investment Manager and the Affiliates in separate claims alleging improper market timing and/or late trading of open-end investment companies advised or distributed by such other defendants. The Investment Manager and the Affiliates and the unaffiliated mutual fund defendants removed the proceeding to federal court, and on October 19, 2005, the action was transferred to the Multi-District Litigation for market-timing related actions currently pending in the U.S. District Court for the District of Maryland, which is described below. The West Virginia Complaint seeks injunctive relief, civil monetary penalties,
9.30.05 | PIMCO High Income Fund Semi-Annual Report 23
PIMCO High Income Fund Notes to Financial Statements
September 30, 2005 (unaudited)
7. Legal Proceedings (continued)
investigative costs and attorney's fees. The West Virginia Complaint does not allege that any inappropriate activity took place with respect to the Fund.
Since February 2004, the Investment Manager and the Affiliates and certain other affiliates of the Investment Manager and their employees have been named as defendants in a total of 14 lawsuits filed in one of the following: U.S. District Court in the Southern District of New York, the Central District of California and the Districts of New Jersey and Connecticut. Ten of those lawsuits concern ''market timing,'' and they have been transferred to and consolidated for pre-trial proceedings in a Multi-District Litigation in the U.S. District Court for the District of Maryland; the remaining four lawsuits concern ''revenue sharing'' with brokers offering ''shelf space'' and have been consolidated into a single action in the U.S. District Court for the District of Connecticut. The lawsuits have been commenced as putative class actions on behalf of investors who purchased, held or redeeme d shares of affiliated funds during specified periods or as derivative actions on behalf of the funds.
The lawsuits generally relate to the same facts that are the subject of the regulatory proceedings discussed above. The lawsuits seek, 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 and restitution. The Investment Manager believes that other similar lawsuits may be filed in federal or state courts naming as defendants the Investment Adviser, the Affiliates, Allianz Global, the Fund, other open- and closed-end funds advised or distributed by the Investment Manager and/or its affiliates, the boards of directors or trustees of those funds, and/or other affiliates and their employees.
Under Section 9(a) of the 1940 Act, if any of the various regulatory proceedings or lawsuits were to result in a court injunction against the Investment Manager, Allianz Global/or their affiliates, they and their affiliates would, in the absence of exemptive relief granted by the Commission, be barred from serving as an investment manager/sub-adviser or principal underwriter for any registered investment company, including the Fund. In connection with an inquiry from the Commission concerning the status of the New Jersey settlement described above under Section 9(a), the Investment Manager and certain of its affiliates (together, the ''Applicants'') have sought exemptive relief from the Commission under Section 9(c) of the 1940 Act. The Commission has granted the Applicants a temporary exemption from the provisions of Section 9(a) with respect to the New Jersey settlement until the earlier of (i) September 13, 2006 and (ii) the date on which the Commission takes final action on their application for a permanent order. There is no assurance that the Commission will issue a permanent order. There is no assurance that the SEC will issue a permanent order. If the West Virginia Attorney General were to obtain a court injunction against the Investment Manager or the Affiliates, the Investment Manager or the Affiliates would, in turn, seek exemptive relief under Section 9(c) with respect to that matter, although there is no assurance that such exemptive relief would be granted.
A putative class action lawsuit captioned Charles Mutchka et al. v. Brent R. Harris, et al., was filed in January 2005 by and on behalf of individual shareholders of certain open-end funds that hold equity securities for which the Investment Manager serves as investment advisers. The U.S. District Court for the Central District of California dismissed the action with prejudice on June 10, 2005. The plaintiff alleged that fund trustees, investment advisers and affiliates breached fiduciary duties and duties of care by failing to ensure that the open-end funds participated in securities class action settlements for which those funds were eligible . The plaintiff claimed as damages disgorgement of fees paid to the investment advisers, compensatory damages and punitive damages.
The foregoing speaks only as of the date hereof. There may be additional litigation or regulatory developments in connection with the matters discussed above.
24 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Financial Highlights
For a share of common stock outstanding throughout each period:
| | Six months ended September 30, 2005 (unaudited) | | Year ended March 31, 2005 | | For the period April 30, 2003* through March 31, 2004 | |
Net asset value, beginning of period | | $ | 15.02 | | | $ | 15.45 | | | $ | 14.33 | ** | |
Investment Operations: | |
Net investment income | | | 0.82 | | | | 1.65+ | | | | 1.28 | | |
Net realized and unrealized gain on investments, futures contracts, options written, swaps, foreign currency transactions and unfunded loan commitments | | | 0.08 | | | | 0.03++ | | | | 1.23 | | |
Total from investment operations | | | 0.90 | | | | 1.68 | | | | 2.51 | | |
Dividends and Distributions on Preferred Shares from: | |
Net investment income | | | (0.13 | ) | | | (0.14 | ) | | | (0.07 | ) | |
Net realized gains | | | – | | | | (0.01 | ) | | | – | | |
Total dividends and distributions on preferred shares | | | (0.13 | ) | | | (0.15 | ) | | | (0.07 | ) | |
Net increase in net assets applicable to common shareholders resulting from investment operations | | | 0.77 | | | | 1.53 | | | | 2.44 | | |
Dividends and Distributions to Common Shareholders from: | |
Net investment income | | | (0.73 | ) | | | (1.51 | ) | | | (1.22 | ) | |
Net realized gains | | | – | | | | (0.45 | ) | | | – | | |
Total dividends and distributions to common shareholders | | | (0.73 | ) | | | (1.96 | ) | | | (1.22 | ) | |
Capital Share Transactions: | |
Common stock offering costs charged to paid-in capital in excess of par | | | – | | | | – | | | | (0.01 | ) | |
Preferred shares offering costs/underwriting discounts charged to paid-in capital in excess of par | | | – | | | | – | | | | (0.09 | ) | |
Total capital share transactions | | | – | | | | – | | | | (0.10 | ) | |
Net asset value, end of period | | $ | 15.06 | | | $ | 15.02 | | | $ | 15.45 | | |
Market price, end of period | | $ | 14.90 | | | $ | 14.08 | | | $ | 14.78 | | |
Total Investment Return (1) | | | 11.17 | % | | | 8.81 | % | | | 7.08 | % | |
RATIOS/SUPPLEMENTAL DATA: | |
Net assets applicable to common shareholders, end of period (000) | | $ | 1,721,304 | | | $ | 1,716,259 | | | $ | 1,765,102 | | |
Ratio of expenses to average net assets (2)(3) | | | 1.27 | %(4) | | | 1.26 | % | | | 1.18 | %(4) | |
Ratio of net investment income to average net assets (2) | | | 10.75 | %(4) | | | 10.68 | % | | | 9.34 | %(4) | |
Preferred shares asset coverage per share | | $ | 72,799 | | | $ | 72,662 | | | $ | 74,024 | | |
Portfolio turnover | | | 31 | % | | | 40 | % | | | 73 | % | |
* Commencement of operations.
** Initial public offering price of $15.00 per share less underwriting discount of $0.675 per share.
+ Reported in the Fund's March 31, 2005 annual report as $1.67. Revised due to an insignificant computational error.
++ Reported in the Fund's March 31, 2005 annual report as $0.01. Revised due to an insignificant computational error.
(1) Total investment return is calculated assuming a purchase of a share of common stock at the current market price on the first day of each period and a sale of a share of common stock at the current market price on the last day of each period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges. Total investment return for a period of less than one year is not annualized. Past performance is not a guarantee of future results.
(2) Calculated on the basis of income and expenses applicable to both common and preferred shares relative to the average net assets of common shareholders.
(3) Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(o) in Notes to Financial Statements).
(4) Annualized.
See accompanying Financial Statements. | 9.30.05 | PIMCO High Income Fund Semi-Annual Report 25
PIMCO High Income Fund Matters Relating to the Trustees Consideration of the Investment Management and Portfolio Management Agreements (unaudited)
The Investment Company Act of 1940 requires that both the full Board of Trustees (the "Trustees") and a majority of the non-interested ("independent") Trustees, voting separately, annually approve the continuation of the Fund's Investment Management Agreement with the Investment Manager and Portfolio Management Agreement between the Investment Manager and the Sub-Adviser (together, the "Agreements"). The Trustees consider matters bearing on the Fund and its investment management arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the Trustees met on June 15 and 16, 2005 (the "contract review meeting") for the specific purpose of considering whether to approve the continuation of the Investment Management Agreement and the Portfolio Management Agreement. The independent Trustees were assisted in their evaluation of th e Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately from Fund management during the contract review meeting.
Based on their evaluation of factors that they deemed to be material, including those factors described below, the Board of Trustees, including a majority of the independent Trustees, unanimously concluded that the Fund's Investment Management Agreement and Portfolio Management Agreement should be continued for an additional one-year period.
In connection with their deliberations regarding the continuation of the Agreements, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. As described below, the Trustees considered the nature, quality, and extent of the various investment management, administrative and other services performed by the Investment Manager and the Sub-Adviser under the Agreements.
In connection with their contract review meeting, the Trustees received and relied upon materials provided by the Investment Manager which included, among other items: (i) information provided by Lipper Inc. on the total return investment performance (based on net assets) of the Fund for various time periods and the investment performance of a group of funds with substantially similar investment classifications/objectives, (ii) information provided by Lipper Inc. on the Fund's management fees and other expenses and the management fees and other expenses of comparable funds identified by Lipper Inc., (iii) information regarding the investment performance and management fees of comparable portfolios of other clients of the Sub-Adviser, including institutional separate account and other clients, (iv) an estimate of the profitability to the Investment Manager from its relationship with the Fund for the twelve months ended March 31, 2005, (v) descriptions of various functions performed by the Investment Manager and the Sub-Adviser for the Fund, such as compliance monitoring and portfolio trading practices, and (vi) information regarding the overall organization of the Investment Manager and the Sub-Adviser, including information regarding senior management, portfolio managers and other personnel providing investment management, administrative and other services to the Fund.
The Trustees' conclusions as to the continuation of the Agreements were based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees' deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.
As part of their review, the Trustees examined the Investment Manager's and Sub-Adviser's abilities to provide high quality investment management and other services to the Fund. The Trustees considered the investment philosophy and research and decision-making processes of the Sub-Adviser; the experience of key advisory personnel of the Sub-Adviser responsible for portfolio management of the Fund; the ability of the Investment Manager and Sub-Adviser to attract and retain capable personnel; the capability and integrity of the senior management and staff of the Investment Manager and Sub-Adviser; and the level of skill required to manage the Fund. In addition, the Trustees reviewed the quality of the Investment Manager's and Sub-Adviser's services with respect to regulatory compliance and compliance with the investment policies of the Fund; the nature and quality of certain administrative services the Investment Manager is responsible for providing to the Fund; and conditions that might affect the Investment Manager's or Sub-Adviser's ability to provide high quality services to the Fund in the future under the Agreements, including each organization's respective business reputation, financial condition and operational stability. Based on the foregoing, the Trustees concluded that the Sub-Adviser's investment process, research capabilities and philosophy were well suited to the Fund given its investment objectives and policies, and that the Investment Manager and Sub-Adviser would be able to meet any reasonably foreseeable obligations under the Agreements.
Based on information provided by Lipper Inc., the Trustees also reviewed the Fund's total return investment performance as well as the performance of comparable funds identified by Lipper Inc. In the course of their deliberations, the Trustees took into account information provided by the Manager in connection with the contract
26 PIMCO High Income Fund Semi-Annual Report | 9.30.05
PIMCO High Income Fund Matters Relating to the Trustees Consideration of the Investment Management and Portfolio Management Agreements
(unaudited) (continued)
review meeting, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund's performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreements, that they were satisfied with the Investment Manager's and Sub-Adviser's responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund's fees under the Agreements, the Trustees considered, among other information, the Fund's management fee and the total expense ratio as a percentage of average net assets attributable to common shares and the management fee and total expense ratios of comparable funds identified by Lipper Inc.
The Trustees also considered the management fees charged by the Sub-Adviser to other clients, including institutional separate accounts with investment strategies similar to those of the Fund. They noted that the management fee paid by the Fund is generally higher than the fees paid by these clients of the Sub-Adviser, but that the administrative burden for the Investment Manager and the Sub-Adviser with respect to the Fund are also relatively higher, due in part to the more extensive regulatory regime to which the Fund is subject in comparison to institutional separate accounts. The Trustees noted that the Fund significantly outperformed its peer group for the one-year and year-to-date periods ended May 31, 2005 in total return. The Trustees also noted that the Fund's expense ratio was below average and at the median for its peer group.
The Trustees also took into account that the Fund has preferred shares outstanding, which increases the amount of fees received by the Investment Manager and Sub-Adviser under the Agreements (because the fees are calculated based on the Fund's total managed assets, including assets attributable to preferred shares and other forms of leverage outstanding). In this regard, the Trustees took into account that the Investment Manager and Sub-Adviser have a financial incentive for the Fund to continue to have preferred shares outstanding, which may create a conflict of interest between the Investment Manager and Sub-Adviser, on one hand, and the Fund's common shareholders, on the other. In this regard, the Trustees considered information provided by the Sub-Adviser indicating that the Fund's use of leverage through preferred shares continues to be appropriate and in the interests of the Fund's common sh areholders.
Based on a profitability analysis provided by the Investment Manager, the Trustees also considered the estimated profitability of the Investment Manager from its relationship with the Fund and determined that such profitability was not excessive.
The Trustees also took into account that, as a closed-end investment company, the Fund does not currently intend to raise additional assets, so the assets of the Fund will grow (if at all) only through the investment performance of the Fund. Therefore, the Trustees did not consider potential economies of scale as a principal factor in assessing the fee rates payable under the Agreements.
Additionally, the Trustees considered so-called "fall-out benefits" to the Investment Manager and Sub-Adviser, such as reputational value derived from serving as investment manager and sub-adviser to the Fund.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the Agreements, that the fees payable under the Agreements represent reasonable compensation in light of the nature and quality of the services being provided by the Investment Manager and Sub-Adviser to the Fund.
9.30.05 | PIMCO High Income Fund Semi-Annual Report 27
(This Page Intentionally Left Blank)
Trustees and Principal Officers
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
Newton B. Schott, Jr.
Vice President
Raymond Kennedy
Vice President
Lawrence G. Altadonna
Treasurer, Principal Financial & Accounting Officer
Thomas J. Fuccillo
Secretary
Youse Guia
Chief Compliance Officer
Jennifer A. Patula
Assistant Secretary
Investment Manager
Allianz Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, NY 10105
Sub-Adviser
Pacific Investment Management Company LLC
840 Newport Center Drive
Newport Beach, CA 92660
Custodian & Accounting Agent
State Street Bank & Trust Co.
801 Pennsylvania
Kansas City, MO 64105-1307
Transfer Agent, Dividend Paying Agent and Registrar
PFPC Inc.
P.O. Box 43027
Providence, RI 02940-3027
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Legal Counsel
Ropes & Gray LLP
One International Place
Boston, MA 02210-2624
This report, including the financial information herein, is transmitted to the shareholders of PIMCO High Income Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
The financial information included herein is taken from the records of the Fund without examination by an independent registered public accounting firm, who did not express an opinion hereon.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarter of its fiscal year on Form N-Q. The Fund's Form N-Q is available on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The information on Form N-Q is also available on the Fund's website at www.allianzinvestors.com
A description of the policies and procedures that the Fund has adopted to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to portfolio securities held during the twelve months ended June 30, 2005 is available (i) without charge, upon request by calling the Fund's transfer agent at (800) 331-1710; (ii) on the Fund's website at www.allianzinvestors.com; and (iii) on the Securities and Exchange Commission's website at www.sec.gov.
Information on the Fund is available at www.allianzinvestors.com or by calling the Fund's transfer agent at (800) 331-1710.
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ITEM 2. CODE OF ETHICS
Not required in this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
Not required in this filing
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not required in this filing
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANT
Not required in this filing
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
Not required in this filing
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not effective at the time of this filing
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 | |
April 2005 | | N/A | | N/A | | N/A | | N/A | |
May 2005 | | N/A | | N/A | | N/A | | N/A | |
June 2005 | | N/A | | N/A | | N/A | | N/A | |
July 2005 | | N/A | | N/A | | N/A | | N/A | |
August 2005 | | N/A | | N/A | | N/A | | N/A | |
September 2005 | | N/A | | N/A | | N/A | | 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. The Nominating Committee Charter governing the affairs of the Nominating Committee of the Board is posted on the Allianz Funds website at www.allianzinvestors.com.
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 99.302 Cert. - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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(b) | Exhibit 99.906 Cert. - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Signature
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.
PIMCO High Income Fund |
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By /s/ Brian S. Shlissel | |
Brian S. Shlissel, President & Chief Executive Officer |
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Date: December 7, 2005 |
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By /s/ Lawrence G. Altadonna | |
Lawrence G. Altadonna, Treasurer, Principal Financial & Accounting Officer |
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Date: December 7, 2005 |
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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. |
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By /s/ Brian S. Shlissel | |
Brian S. Shlissel, President & Chief Executive Officer |
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Date: December 7, 2005 |
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By /s/ Lawrence G. Altadonna | |
Lawrence G. Altadonna, Treasurer, Principal Financial & Accounting Officer |
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Date: December 7, 2005 |
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