SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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| ¨ | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 | |
PIMCO FUNDS
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust (each a “Fund” and collectively, the “Funds”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
| Sincerely, |
/s/ Brent R. Harris |
| Brent R. Harris |
| Chairman of the Board |
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust (each a “Fund” and collectively, the “Funds”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015.This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds. On this website, you will be able to access the Notice of Special Meeting of
Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
By Order of the Board of Trustees |
Joshua D. Ratner, Secretary |
January 29, 2015 |
FUNDS PARTICIPATING* IN THE MEETING
ON APRIL 20, 2015
PIMCO All Asset Fund
PIMCO All Asset All Authority Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Extended Duration Fund
PIMCO Floating Income Fund
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO GNMA Fund
PIMCO Global Multi-Asset Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation Response Multi-Asset Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar- Hedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Moderate Duration Fund
PIMCO Money Market Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Mortgage Opportunities Fund
PIMCO Municipal Bond Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO RealPathTM Income Fund
PIMCO RealPathTM 2020 Fund
PIMCO RealPathTM 2025 Fund
PIMCO RealPathTM 2030 Fund
PIMCO RealPathTM 2035 Fund
PIMCO RealPathTM 2040 Fund
PIMCO RealPathTM 2045 Fund
PIMCO RealPathTM 2050 Fund
PIMCO RealPathTM 2055 Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Treasury Money Market Fund
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
| * | Certain series of the Trust, the Private Account Portfolio Series, will participate in the Meeting pursuant to a separate proxy statement. |
PIMCO FUNDS
PIMCO All Asset All Authority Fund
PIMCO All Asset Fund
PIMCO Global Multi-Asset Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO RealPath™ 2020 Fund
PIMCO RealPath™ 2025 Fund
PIMCO RealPath™ 2030 Fund
PIMCO RealPath™ 2035 Fund
PIMCO RealPath™ 2040 Fund
PIMCO RealPath™ 2045 Fund
PIMCO RealPath™ 2050 Fund
PIMCO RealPath™ 2055 Fund
PIMCO RealPath™ Income Fund
PIMCO TRENDS Managed Futures Strategy Fund
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the “Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust (each a “Fund,” and collectively, the “Funds”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport
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Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Fund and for each class of each Fund is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Fund’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds, including certain of the Funds, for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Funds (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund, and PIMCO Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit Bfor more information regarding the PIMCO Funds of Funds ownership of Fund shares. The PIMCO Funds of Funds will vote any shares of an Underlying
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PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to the extent the Funds own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Funds will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Funds and other PIMCO-advised funds, the Funds will vote such shares in proportion to the votes of the respective Fund’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Fund’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Fund’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Fund’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
Shareholders can find important information about the Funds in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been
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furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of no reason why any of the nominees will be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
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The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO (7/09-2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| 1 | Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota Financial Services (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
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The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
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Trustee and Nominee Ownership of Fund Shares
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Nominee | ||||||
| Douglas M. Hodge | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $10,001 - $50,000 | |||||
| PIMCO Global Multi-Asset Fund | Over $100,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Mortgage-Backed Securities Fund | $1 - $10,000 | |||||
| PIMCO Real Return Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | Over $100,000 | |||||
| PIMCO StocksPLUS® Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
Independent Nominees | ||||||
| George E. Borst | PIMCO Total Return Fund | Over $100,000 | Over $100,000 | |||
| PIMCO Low Duration Fund | Over $100,000 | |||||
| PIMCO Short Duration Municipal Income Fund | Over $100,000 | |||||
| Jennifer Holden Dunbar | None | None | None | |||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| Gary F. Kennedy | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| Peter B. McCarthy | None | None | Over $100,000 | |||
| Ronald C. Parker | PIMCO Total Return Fund | $10,001 - $50,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Trustee | ||||||
| Brent R. Harris | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO CommodityRealReturn Strategy® Fund | $10,001 - $50,000 | |||||
| PIMCO EM Fundamental IndexPLUS® AR Strategy Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $50,001 - $100,000 | |||||
| PIMCO Foreign Bond Fund (U.S. Dollar-Hedged) | $50,001 - $100,000 | |||||
| PIMCO Fundamental Advantage Absolute Return Strategy Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO Money Market Fund | Over $100,000 | |||||
| PIMCO Mortgage Opportunities Fund | Over $100,000 | |||||
| PIMCO Real Return Asset Fund | Over $100,000 | |||||
| PIMCO Real Return Fund | $1 - $10,000 | |||||
| PIMCO RealEstateRealReturn Strategy Fund | Over $100,000 | |||||
| PIMCO RealPathTM 2040 Fund | Over $100,000 | |||||
| PIMCO Senior Floating Rate Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | $1 - $10,000 | |||||
| PIMCO StocksPLUS® AR Short Strategy Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
| PIMCO Worldwide Fundamental Advantage AR Strategy Fund | Over $100,000 | |||||
Independent Trustees | ||||||
| E. Philip Cannon | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
PIMCO Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO Income Fund | $10,001 - $50,000 | |||||
| J. Michael Hagan | PIMCO All Asset All Authority Fund | Over $100,000 | Over $100,000 | |||
| PIMCO EM Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | Over $100,000 | |||||
| PIMCO Income Fund | Over $100,000 | |||||
| PIMCO International StocksPLUS® AR Strategy Fund (Unhedged) | Over $100,000 | |||||
| PIMCO Small-Cap StocksPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO StocksPLUS® Absolute Return Fund | $50,001 - $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of shares of the Funds, with the exception of the following Funds:
Fund | Class | Percent | ||||||
PIMCO Money Market Fund | Institutional | 6.16 | % | |||||
PIMCO Mortgage Opportunities Fund | Institutional | 1.06 | % | |||||
Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Fund Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||
Interested Trustees |
| |||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||
Independent Trustees |
| |||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||
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| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting
13
attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Fund or Funds they are writing about, the firm through which they purchased the Fund or Funds, the share class they own (if applicable), and the number of shares held by the shareholder.
The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Fund or any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
14
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Fund, as the full Board’s representative to attend meetings of the Fund’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Fund, the Trust and the Fund Complex.
15
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors and the full Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
16
Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee
17
candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on the Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of
18
the 1940 Act, that seeks to balance the benefits of the experience and institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
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The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against any such adjournment. A shareholder vote may be taken prior to any
20
adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Funds’ Shares are set forth inExhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Funds’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
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Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
| By Order of the Board of Trustees |
Joshua D. Ratner, Secretary |
January 29, 2015
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States.
Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626.
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EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
| All Asset All Authority Fund | A | 190,441,413.912 | 2,137,466,309.118 | |||||||
| C | 243,281,250.884 | |||||||||
| D | 98,398,448.493 | |||||||||
| Institutional | 1,282,964,861.793 | |||||||||
| P | 322,380,334.036 | |||||||||
All Asset Fund | A | 128,107,017.194 | 2,699,829,105.120 | |||||||
| Administrative | 38,215,309.276 | |||||||||
| B | 230,786.284 | |||||||||
| C | 129,012,873.732 | |||||||||
| D | 63,583,244.947 | |||||||||
| Institutional | 2,219,201,773.553 | |||||||||
| P | 111,121,452.166 | |||||||||
| R | 10,356,647.968 | |||||||||
| Global Multi-Asset Fund | A | 15,902,277.628 | 95,710,445.503 | |||||||
| Administrative | 3,902.980 | |||||||||
| C | 15,990,499.915 | |||||||||
| D | 3,086,297.420 | |||||||||
| Institutional | 51,911,208.724 | |||||||||
| P | 7,812,298.298 | |||||||||
| R | 1,003,960.538 | |||||||||
| Multi-Strategy Alternative Fund | A | 1,000.000 | 304,787.590 | |||||||
| C | 1,000.000 | |||||||||
| D | 1,000.000 | |||||||||
| Institutional | 300,787.590 | |||||||||
| P | 1,000.000 | |||||||||
| RealPath™ 2020 Fund | A | 990,651.178 | 14,418,732.962 | |||||||
| Administrative | 7,219,029.508 | |||||||||
| C | 463,091.375 | |||||||||
| D | 402,012.109 | |||||||||
| Institutional | 5,067,153.937 | |||||||||
| P | 5,948.956 | |||||||||
| R | 270,845.899 | |||||||||
A-1
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
RealPath™ 2025 Fund | A | 229,872.405 | 9,720,455.488 | |||||||
| Administrative | 5,749,758.615 | |||||||||
| C | 86,819.537 | |||||||||
| D | 251,491.400 | |||||||||
| Institutional | 3,237,231.650 | |||||||||
| P | 1,178.274 | |||||||||
| R | 164,103.607 | |||||||||
RealPath™ 2030 Fund | A | 721,492.634 | 17,192,817.973 | |||||||
| Administrative | 9,665,472.276 | |||||||||
| C | 307,161.219 | |||||||||
| D | 389,026.232 | |||||||||
| Institutional | 5,810,355.944 | |||||||||
| P | 1,503.872 | |||||||||
| R | 297,805.796 | |||||||||
RealPath™ 2035 Fund | A | 133,967.478 | 9,350,436.260 | |||||||
| Administrative | 5,547,577.785 | |||||||||
| C | 29,111.987 | |||||||||
| D | 135,612.761 | |||||||||
| Institutional | 3,411,632.484 | |||||||||
| P | 1,886.289 | |||||||||
| R | 90,647.476 | |||||||||
RealPath™ 2040 Fund | A | 668,078.266 | 14,598,566.994 | |||||||
| Administrative | 6,867,290.896 | |||||||||
| C | 201,310.634 | |||||||||
| D | 290,587.244 | |||||||||
| Institutional | 6,368,895.066 | |||||||||
| P | 855.959 | |||||||||
| R | 201,548.929 | |||||||||
RealPath™ 2045 Fund | A | 55,589.782 | 5,935,798.354 | |||||||
| Administrative | 1,781,096.693 | |||||||||
| C | 12,932.208 | |||||||||
| D | 75,041.143 | |||||||||
| Institutional | 3,965,485.474 | |||||||||
| P | 1,135.439 | |||||||||
| R | 44,517.615 | |||||||||
A-2
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
RealPath™ 2050 Fund | A | 424,419.083 | 11,469,517.944 | |||||||
| Administrative | 4,822,758.892 | |||||||||
| C | 85,653.886 | |||||||||
| D | 180,031.751 | |||||||||
| Institutional | 5,845,761.418 | |||||||||
| P | 1,551.533 | |||||||||
| R | 109,341.381 | |||||||||
RealPath™ 2055 Fund | A | 1,000.000 | 36,000.000 | |||||||
| Administrative | 1,000.000 | |||||||||
| C | 1,000.000 | |||||||||
| D | 1,000.000 | |||||||||
| Institutional | 30,000.000 | |||||||||
| P | 1,000.000 | |||||||||
| R | 1,000.000 | |||||||||
RealPath™ Income Fund | A | 676,398.860 | 7,164,750.739 | |||||||
| Administrative | 3,491,203.747 | |||||||||
| C | 258,956.852 | |||||||||
| D | 309,422.212 | |||||||||
| Institutional | 2,385,178.946 | |||||||||
| P | 13,752.570 | |||||||||
| R | 29,837.552 | |||||||||
| TRENDS Managed Futures Strategy Fund | A | 407,246.891 | 38,835,607.736 | |||||||
| Administrative | 3,716.139 | |||||||||
| C | 442,124.159 | |||||||||
| D | 6,714,423.907 | |||||||||
| Institutional | 31,095,687.714 | |||||||||
| P | 172,408.926 | |||||||||
A-3
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of a class of the Funds:
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset All Authority Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 14,252,109.35 | 7.47 | % | |||||||
| All Asset All Authority Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 21,727,176.57 | 11.39 | % | |||||||
| All Asset All Authority Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 13,784,712.89 | 7.23 | % | |||||||
| All Asset All Authority Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 21,605,697.01 | 11.33 | % | |||||||
| All Asset All Authority Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint LouisMO 63103-2523 | 16,360,664.52 | 8.58 | % | |||||||
| All Asset All Authority Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 31,275,138.45 | 16.40 | % | |||||||
| All Asset All Authority Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 14,334,566.61 | 7.52 | % | |||||||
| All Asset All Authority Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 41,252,936.48 | 16.94 | % | |||||||
| All Asset All Authority Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 15,414,724.20 | 6.33 | % | |||||||
B-1
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset All Authority Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 17,102,039.13 | 7.02 | % | |||||||
| All Asset All Authority Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 29,137,897.25 | 11.97 | % | |||||||
| All Asset All Authority Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 16,036,898.71 | 6.59 | % | |||||||
| All Asset All Authority Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 13,393,913.65 | 5.50 | % | |||||||
| All Asset All Authority Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 37,691,606.55 | 15.48 | % | |||||||
| All Asset All Authority Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint LouisMO 63103-2523 | 29,701,700.93 | 12.20 | % | |||||||
| All Asset All Authority Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 7,759,847.74 | 7.92 | % | |||||||
| All Asset All Authority Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 35,421,899.57 | * | 36.14 | % | ||||||
| All Asset All Authority Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 13,432,513.52 | 13.70 | % | |||||||
| All Asset All Authority Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 30,334,614.71 | * | 30.95 | % | ||||||
B-2
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset All Authority Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 198,690,905.60 | 15.57 | % | |||||||
| All Asset All Authority Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 285,562,359.80 | 22.38 | % | |||||||
| All Asset All Authority Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 125,717,873.70 | 9.85 | % | |||||||
| All Asset All Authority Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 67,006,035.98 | 21.06 | % | |||||||
| All Asset All Authority Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 81,821,362.27 | * | 25.71 | % | ||||||
| All Asset All Authority Fund | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 19,003,498.34 | 5.97 | % | |||||||
| All Asset All Authority Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | �� | 37,616,665.48 | 11.82 | % | ||||||
| All Asset All Authority Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 45,164,883.36 | 14.19 | % | |||||||
| All Asset All Authority Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm Xxxxxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 28,599,626.10 | 8.99 | % | |||||||
B-3
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 17,023,312.02 | 13.27 | % | |||||||
| All Asset Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 9,492,662.86 | 7.40 | % | |||||||
| All Asset Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 20,731,744.06 | 16.17 | % | |||||||
| All Asset Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 12,145,328.65 | 9.47 | % | |||||||
| All Asset Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 7,843,635.39 | 6.12 | % | |||||||
| All Asset Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint LouisMO 63103-2523 | 11,874,078.31 | 9.26 | % | |||||||
| All Asset Fund | Administrative** | John Hancock Life Ins Co (USA), ATTN Liz Seeley, RPS-Trading Ops St-4, 601 Congress St, Boston MA 02210-2805 | 13,697,461.02 | * | 35.86 | % | ||||||
| All Asset Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 14,059,930.19 | * | 36.81 | % | ||||||
B-4
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset Fund | B** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint LouisMO 63103-2523 | 20,978.07 | 9.08 | % | |||||||
| All Asset Fund | B** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 86,879.39 | * | 37.59 | % | ||||||
| All Asset Fund | B** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 27,877.23 | 12.06 | % | |||||||
| All Asset Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 42,334.11 | 18.31 | % | |||||||
| All Asset Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 13,830,364.88 | 10.71 | % | |||||||
| All Asset Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 17,225,884.53 | 13.34 | % | |||||||
| All Asset Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint LouisMO 63103-2523 | 17,569,632.10 | 13.60 | % | |||||||
| All Asset Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 15,752,805.46 | 12.20 | % | |||||||
| All Asset Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 19,944,562.40 | 15.44 | % | |||||||
| All Asset Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 10,043,919.11 | 7.78 | % | |||||||
B-5
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 24,381,214.12 | * | 38.41 | % | ||||||
| All Asset Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 3,294,586.53 | 5.19 | % | |||||||
| All Asset Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 25,485,927.43 | * | 40.15 | % | ||||||
| All Asset Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 5,054,820.80 | 7.96 | % | |||||||
| All Asset Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 216,246,642.30 | 9.76 | % | |||||||
| All Asset Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 418,627,394.70 | 18.89 | % | |||||||
| All Asset Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 14,022,009.84 | 12.64 | % | |||||||
| All Asset Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 15,347,624.37 | 13.83 | % | |||||||
| All Asset Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 7,927,133.02 | 7.14 | % | |||||||
B-6
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| All Asset Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 25,291,894.88 | 22.79 | % | |||||||
| All Asset Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 30,968,477.89 | * | 27.91 | % | ||||||
| All Asset Fund | R** | Voya Institutional Trust Company, 1 Orange Way, Windsor CT 06095-4773 | 3,976,440.00 | * | 38.40 | % | ||||||
| All Asset Fund | R** | UMB Bank N/A, Fiduciary For Tax Deferred A/C’s, 1 Security Benefit Place, Topeka KS 66636-1000 | 834,238.98 | 8.06 | % | |||||||
| All Asset Fund | R** | ING Life Insurance & Annuity Co, 151 Farmington Ave, Hartford CT 06156-0001 | 802,368.34 | 7.75 | % | |||||||
| All Asset Fund | R** | Sammons Financial Network, 5801 SW 6th Ave, TopekaKS 66636-1001 | 532,187.64 | 5.14 | % | |||||||
| Global Multi-Asset Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,361,272.50 | 8.55 | % | |||||||
| Global Multi-Asset Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,591,010.21 | 9.99 | % | |||||||
| Global Multi-Asset Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,748,589.10 | 10.98 | % | |||||||
| Global Multi-Asset Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,173,975.38 | 19.93 | % | |||||||
| Global Multi-Asset Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 842,956.39 | 5.29 | % | |||||||
B-7
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Multi-Asset Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 1,468,958.62 | 9.23 | % | |||||||
| Global Multi-Asset Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 896,138.00 | 5.63 | % | |||||||
| Global Multi-Asset Fund | Administrative** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 2,981.05 | * | 76.38 | % | ||||||
| Global Multi-Asset Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 921.934 | 23.62 | % | |||||||
| Global Multi-Asset Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint LouisMO 63103-2523 | 1,735,350.48 | 10.82 | % | |||||||
| Global Multi-Asset Fund | C ** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 2,226,396.45 | 13.89 | % | |||||||
| Global Multi-Asset Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 987,417.70 | 6.16 | % | |||||||
| Global Multi-Asset Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 1,006,769.32 | 6.28 | % | |||||||
B-8
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Multi-Asset Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 2,316,089.54 | 14.45 | % | |||||||
| Global Multi-Asset Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#Xxm, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 3,070,954.34 | 19.16 | % | |||||||
| Global Multi-Asset Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 956,771.81 | 5.97 | % | |||||||
| Global Multi-Asset Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 835,418.62 | 5.21 | % | |||||||
| Global Multi-Asset Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 209,023.16 | 6.82 | % | |||||||
| Global Multi-Asset Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 522,448.35 | 17.04 | % | |||||||
| Global Multi-Asset Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 885,973.25 | * | 28.90 | % | ||||||
| Global Multi-Asset Fund | D ** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,063,944.93 | * | 34.71 | % | ||||||
| Global Multi-Asset Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 13,732,271.82 | * | 26.49 | % | ||||||
B-9
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Multi-Asset Fund | Institutional | UOB Holdings USA Inc, 592 5th Ave Fl 10, New York NY 10036-4707 | 2,832,978.78 | 5.47 | % | |||||||
| Global Multi-Asset Fund | Institutional | Colgate Palmolive Retirement Trust, 300 Park Ave Fl 14, New York NY 10022-7412 | 6,717,313.10 | 12.96 | % | |||||||
| Global Multi-Asset Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 5,450,163.16 | 10.51 | % | |||||||
| Global Multi-Asset Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 2,793,740.40 | 5.39 | % | |||||||
| Global Multi-Asset Fund | Institutional** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole, benefit of its customers, ATTN: Service Team, 4800 Deer Lake Drive East 3rd Fl, Jacksonville FL 32246-6484 | 4,090,901.48 | 7.89 | % | |||||||
| Global Multi-Asset Fund | Institutional | The Rotary Foundation of Rotary International, 1560 Sherman Ave, EvanstonIL 60201-4818 | 3,411,922.28 | 6.58 | % | |||||||
| Global Multi-Asset Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 721,468.14 | 9.02 | % | |||||||
| Global Multi-Asset Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,232,775.37 | 15.41 | % | |||||||
| Global Multi-Asset Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,176,050.03 | 14.70 | % | |||||||
| Global Multi-Asset Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,363,043.26 | 17.04 | % | |||||||
B-10
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Multi-Asset Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 2,439,132.03 | * | 30.49 | % | ||||||
| Global Multi-Asset Fund | P** | Stifel Nicolaus & Co Inc, 501 North Broadway, Saint Louis MO 63102-2188 | 481,593.18 | 6.02 | % | |||||||
| Global Multi-Asset Fund | R** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 63,393.74 | 6.31 | % | |||||||
| Global Multi-Asset Fund | R** | Voya Institutional Trust Company, 1 Orange Way, Windsor CT 06095-4773 | 791,971.42 | * | 78.88 | % | ||||||
| Multi-Strategy Alternative Fund | A** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| Multi-Strategy Alternative Fund | C** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| Multi-Strategy Alternative Fund | D** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| Multi-Strategy Alternative Fund | Institutional** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 300,000.00 | * | 99.74 | % | ||||||
| Multi-Strategy Alternative Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| RealPath™ 2020 Fund | A ** | Edward D Jones & Co, for the benefit of customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 58,914.16 | 5.95 | % | |||||||
| RealPath™ 2020 Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 111,777.66 | 11.28 | % | |||||||
B-11
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2020 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 291,492.54 | * | 29.42 | % | ||||||
| RealPath™ 2020 Fund | A** | Reliance Trust Company TTEE, FBO ADP Access Large Market, xxx(K) Plan, 1100 Abernathy Rd, Atlanta GA 30328-5620 | 53,384.48 | 5.39 | % | |||||||
| RealPath™ 2020 Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 126,531.56 | 12.77 | % | |||||||
| RealPath™ 2020 Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 65,727.00 | 6.63 | % | |||||||
| RealPath™ 2020 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,333,390.84 | * | 32.32 | % | ||||||
| RealPath™ 2020 Fund | Administrative** | PIMS/Prudential Retirement as, nominee for the TTEE/CUST, PL xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 1,763,484.07 | 24.43 | % | |||||||
| RealPath™ 2020 Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 2,853,974.31 | * | 39.53 | % | ||||||
B-12
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2020 Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 32,077.66 | 7.06 | % | |||||||
| RealPath™ 2020 Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 23,698.43 | 5.22 | % | |||||||
| RealPath™ 2020 Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 171,198.00 | * | 37.71 | % | ||||||
| RealPath™ 2020 Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 40,106.18 | 8.83 | % | |||||||
| RealPath™ 2020 Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 33,119.44 | 8.24 | % | |||||||
| RealPath™ 2020 Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 180,391.02 | * | 44.87 | % | ||||||
| RealPath™ 2020 Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 80,125.99 | 19.93 | % | |||||||
| RealPath™ 2020 Fund | D | Mid Atlantic Trust Company FBO, Script To Screen Productions, xxx(K) Profit Sharing Plan & Trust, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 81,729.69 | 20.33 | % | |||||||
| RealPath™ 2020 Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 980,447.01 | 19.35 | % | |||||||
B-13
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2020 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,616,724.56 | * | 51.64 | % | ||||||
| RealPath™ 2020 Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 5,029.95 | * | 84.55 | % | ||||||
| RealPath™ 2020 Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 919 | 15.45 | % | |||||||
| RealPath™ 2020 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 67,086.48 | 24.77 | % | |||||||
| RealPath™ 2020 Fund | R** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 49,352.99 | 18.22 | % | |||||||
| RealPath™ 2020 Fund | R | Phil Estrada FBO, Quimex Inc xxx(K) Profit Sharing Pl, 14702 Hamlin Ave, Midlothian IL 60445-3427 | 17,864.16 | 6.60 | % | |||||||
| RealPath™ 2020 Fund | R | Yuval Yaniv FBO, Advanced Technical Solutions I xxxk, PSP & TR, 2986 Navajo Street, Yorktown Hts NY 10598-1834 | 81,975.87 | * | 30.27 | % | ||||||
| RealPath™ 2025 Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 16,797.45 | 7.31 | % | |||||||
| RealPath™ 2025 Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 46,751.24 | 20.34 | % | |||||||
| RealPath™ 2025 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 78,602.45 | * | 34.19 | % | ||||||
B-14
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2025 Fund | A** | Edward D Jones & Co, for the benefit of customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 30,978.40 | 13.48 | % | |||||||
| RealPath™ 2025 Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 16,496.07 | �� | 7.18 | % | ||||||
| RealPath™ 2025 Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 1,606,673.42 | * | 27.94 | % | ||||||
| RealPath™ 2025 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,449,479.79 | * | 42.60 | % | ||||||
| RealPath™ 2025 Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, PL xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 1,546,638.02 | * | 26.90 | % | ||||||
| RealPath™ 2025 Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 12,849.28 | 14.80 | % | |||||||
| RealPath™ 2025 Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 25,146.95 | * | 28.97 | % | ||||||
B-15
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2025 Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 9,897.47 | 11.40 | % | |||||||
| RealPath™ 2025 Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 11,084.23 | 12.77 | % | |||||||
| RealPath™ 2025 Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 198,004.94 | * | 78.73 | % | ||||||
| RealPath™ 2025 Fund | D | Capital One Investing, LLC, — Omnibus Account —, 83 S King St Ste 700, Seattle WA 98104-2851 | 12,812.40 | 5.09 | % | |||||||
| RealPath™ 2025 Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 14,994.07 | 5.96 | % | |||||||
| RealPath™ 2025 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,962,607.92 | * | 60.63 | % | ||||||
| RealPath™ 2025 Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 290,399.47 | 8.97 | % | |||||||
| RealPath™ 2025 Fund | Institutional** | Wells Fargo Bank FBO, Various Retirement Plans, xxxxx NC-xx, 1525 West Wt Harris Blvd, Charlotte NC 28288-1076 | 207,537.49 | 6.41 | % | |||||||
| RealPath™ 2025 Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,178.27 | * | 100.00 | % | ||||||
B-16
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2025 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or CUST, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 101,443.05 | * | 61.82 | % | ||||||
| RealPath™ 2025 Fund | R | Great-West Trust Company LLC TTEE F, Employee Benefits Clients xxxk, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 52,721.68 | * | 32.13 | % | ||||||
| RealPath™ 2030 Fund | A** | Reliance Trust Company TTEE, FBO ADP Access Large Market, xxx(K) Plan, 1100 Abernathy Rd, Atlanta GA 30328-5620 | 89,370.25 | 12.41 | % | |||||||
| RealPath™ 2030 Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 67,814.20 | 9.41 | % | |||||||
| RealPath™ 2030 Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 130,622.48 | 18.13 | % | |||||||
| RealPath™ 2030 Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 37,385.89 | 5.19 | % | |||||||
| RealPath™ 2030 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 215,601.20 | * | 29.93 | % | ||||||
| RealPath™ 2030 Fund | A** | Edward D Jones & Co, for the benefit of customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 40,798.05 | 5.66 | % | |||||||
B-17
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2030 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 3,393,058.88 | * | 35.10 | % | ||||||
| RealPath™ 2030 Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, PL xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 2,588,344.68 | * | 26.78 | % | ||||||
| RealPath™ 2030 Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 3,199,002.61 | * | 33.10 | % | ||||||
| RealPath™ 2030 Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 27,224.64 | 8.86 | % | |||||||
| RealPath™ 2030 Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 32,314.84 | 10.52 | % | |||||||
| RealPath™ 2030 Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 35,977.16 | 11.71 | % | |||||||
| RealPath™ 2030 Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 82,957.33 | * | 27.01 | % | ||||||
B-18
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2030 Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 17,951.36 | 5.85 | % | |||||||
| RealPath™ 2030 Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 67,614.85 | 17.38 | % | |||||||
| RealPath™ 2030 Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 96,402.47 | 24.78 | % | |||||||
| RealPath™ 2030 Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 191,529.79 | * | 49.23 | % | ||||||
| RealPath™ 2030 Fund | Institutional** | WTRISC as cust FBO Heat and Frost, Insulators and Allied Wrks Local, NOX Annuity Savings Fund, PO Box 52129, Phoenix AZ 85072-2129 | 361,303.73 | 6.22 | % | |||||||
| RealPath™ 2030 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,685,190.41 | * | 46.21 | % | ||||||
| RealPath™ 2030 Fund | Institutional** | Great West Trust Company LLC TTEE, FBO City and County of Broomfield, MPP For Peace Officers, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 546,446.10 | 9.40 | % | |||||||
B-19
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2030 Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 1,270,718.73 | 21.87 | % | |||||||
| RealPath™ 2030 Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,503.87 | * | 100.00 | % | ||||||
| RealPath™ 2030 Fund | R | Great-West Trust Company LLC TTEE F, Employee Benefits Clients xxxk, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 23,988.87 | 8.06 | % | |||||||
| RealPath™ 2030 Fund | R | Mid Atlantic TR Co FBO, IDC Industries Inc xxxk PSP, & TR, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 41,444.54 | 13.92 | % | |||||||
| RealPath™ 2030 Fund | R** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 81,952.66 | * | 27.52 | % | ||||||
| RealPath™ 2030 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 95,787.52 | * | 32.16 | % | ||||||
| RealPath™ 2035 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 46,354.14 | * | 34.60 | % | ||||||
| RealPath™ 2035 Fund | A | Reliance Trust Company FBO, Parker Mccay, P.O. Box 48529, Atlanta GA 30362-1529 | 17,151.71 | 12.80 | % | |||||||
B-20
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2035 Fund | A** | Edward D Jones & Co, for the benefit of customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 14,732.47 | 11.00 | % | |||||||
| RealPath™ 2035 Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 13,159.23 | 9.82 | % | |||||||
| RealPath™ 2035 Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, PL xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 1,597,701.58 | * | 28.80 | % | ||||||
| RealPath™ 2035 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,592,502.43 | * | 46.73 | % | ||||||
| RealPath™ 2035 Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 1,104,677.76 | 19.91 | % | |||||||
| RealPath 2035 Fund | C | SSB&T CUST IRA, FBO Carl Mikkelsen, 180 Miles Ct, Turlock CA 95382-1772 | 2,554.29 | 8.77 | % | |||||||
| RealPath™ 2035 Fund | C | SSB&T CUST IRA, FBO Evangeline O Fawson, 6295 El Palomino Dr, Riverside CA 92509-6154 | 1,624.35 | 5.58 | % | |||||||
| RealPath™ 2035 Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,457.32 | 5.01 | % | |||||||
B-21
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2035 Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 9,078.39 | * | 31.18 | % | ||||||
| RealPath™ 2035 Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 4,898.02 | 16.82 | % | |||||||
| RealPath™ 2035 Fund | D | Capital One Investing, LLC, — Omnibus Account —, 83 S King St Ste 700, Seattle WA 98104-2851 | 7,751.65 | 5.72 | % | |||||||
| RealPath™ 2035 Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 13,279.77 | 9.79 | % | |||||||
| RealPath™ 2035 Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 74,351.89 | * | 54.83 | % | ||||||
| RealPath™ 2035 Fund | D | Mid Atlantic Trust Company FBO, Script To Screen Productions, xxx(K) Profit Sharing Plan & Trust, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 19,605.52 | 14.46 | % | |||||||
| RealPath™ 2035 Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 369,633.92 | 10.83 | % | |||||||
B-22
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2035 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,332,273.34 | * | 68.36 | % | ||||||
| RealPath™ 2035 Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,886.29 | * | 100.00 | % | ||||||
| RealPath™ 2035 Fund | R | Ascensus Trust Company FBO, DIDIT xxxk Salary Savings Plan xxx, xx, P.O. Box 10758, Fargo ND 58106-0758 | 33,096.72 | * | 36.51 | % | ||||||
| RealPath™ 2035 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or CUST, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 42,349.29 | * | 46.72 | % | ||||||
| RealPath™ 2035 Fund | R | Great-West Trust Company LLC TTEE F, Employee Benefits Clients xxxk, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 12,882.35 | 14.21 | % | |||||||
| RealPath™ 2040 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 124,883.19 | 18.69 | % | |||||||
| RealPath™ 2040 Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 159,392.97 | 23.86 | % | |||||||
| RealPath™ 2040 Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 116,160.03 | 17.39 | % | |||||||
B-23
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2040 Fund | A** | Reliance Trust Company TTEE, FBO ADP Access Large Market, xxx(K) Plan, 1100 Abernathy Rd, Atlanta GA 30328-5620 | 47,260.80 | 7.07 | % | |||||||
| RealPath™ 2040 Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 2,871,663.34 | * | 41.82 | % | ||||||
| RealPath™ 2040 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,081,670.95 | * | 30.31 | % | ||||||
| RealPath™ 2040 Fund | Administrative** | PIMS/Prudential Retirement as, nominee for the TTEE/CUST, PL xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 1,502,427.64 | 21.88 | % | |||||||
| RealPath™ 2040 Fund | C | SSB&T CUST, SEP IRA, FBO Timothy P Doyle, 1113 Berger St, Austin TX 78721-2533 | 14,808.85 | 7.36 | % | |||||||
| RealPath™ 2040 Fund | C** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 37,020.30 | 18.39 | % | |||||||
| RealPath™ 2040 Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 15,322.26 | 7.61 | % | |||||||
B-24
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2040 Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 51,261.25 | * | 25.47 | % | ||||||
| RealPath™ 2040 Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 10,949.33 | 5.44 | % | |||||||
| RealPath™ 2040 Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 12,183.42 | 6.05 | % | |||||||
| RealPath™ 2040 Fund | C | SSB&T Cust Simple IRA, Heritage Club, FBO Lewis M Rosenbloom, 4783 Gemstone Ct, Mason OH 45040-3308 | 16,708.70 | 8.30 | % | |||||||
| RealPath™ 2040 Fund | D | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 70,787.62 | 24.36 | % | |||||||
| RealPath™ 2040 Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 67,461.79 | 23.22 | % | |||||||
| RealPath™ 2040 Fund | D | Capital One Investing, LLC, — Omnibus Account —, 83 S King St Ste 700, Seattle WA 98104-2851 | 21,086.49 | 7.26 | % | |||||||
| RealPath™ 2040 Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 86,382.47 | * | 29.73 | % | ||||||
| RealPath™ 2040 Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 1,052,270.80 | 16.52 | % | |||||||
B-25
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2040 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 3,937,328.64 | * | 61.82 | % | ||||||
| RealPath™ 2040 Fund | Institutional** | Great West Trust Company LLC TTEE, FBO City And County Of Broomfield, MPP For Peace Officers, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 644,516.85 | 10.12 | % | |||||||
| RealPath™ 2040 Fund | P ** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 849.49 | * | 99.24 | % | ||||||
| RealPath™ 2040 Fund | R** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 24,744.47 | 12.28 | % | |||||||
| RealPath™ 2040 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or CUST, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 52,362.66 | * | 25.98 | % | ||||||
| RealPath™ 2040 Fund | R | Ascensus Trust Company FBO, DIDIT xxxk Salary Savings Plan xxx, xx, P.O. Box 10758, Fargo ND 58106-0758 | 20,423.27 | 10.13 | % | |||||||
| RealPath™ 2040 Fund | R | Mid Atlantic TR Co FBO, Dolphin Swim School Inc xxxk PSP, & TR, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 10,679.42 | 5.30 | % | |||||||
| RealPath™ 2040 Fund | R | Great-West Trust Company LLC TTEE F, Employee Benefits Clients xxxk, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 66,745.18 | * | 33.12 | % | ||||||
B-26
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2045 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 23,325.13 | * | 41.96 | % | ||||||
| RealPath™ 2045 Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 8,219.00 | 14.79 | % | |||||||
| RealPath™ 2045 Fund | A** | Reliance Trust Company TTEE, FBO ADP Access Large Market, xxx(K) Plan, 1100 Abernathy Rd, Atlanta GA 30328-5620 | 3,920.99 | 7.05 | % | |||||||
| RealPath™ 2045 Fund | A | Reliance Trust Company FBO, Parker Mccay, P.O. Box 48529, Atlanta GA 30362-1529 | 3,041.17 | 5.47 | % | |||||||
| RealPath™ 2045 Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 5,739.83 | 10.33 | % | |||||||
| RealPath™ 2045 Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, PL xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 730,523.34 | * | 41.02 | % | ||||||
| RealPath™ 2045 Fund | Administrative** | Wells Fargo Bank FBO, Various Retirement Plans, Funds Group FRB-X NC-xxxx, 1525 West Wt Harris Blvd, Charlotte NC 28288-1076 | 135,448.02 | 7.60 | % | |||||||
| RealPath™ 2045 Fund | Administrative** | New York Life Trust Company, 169 Lackawanna Ave, Parsippany NJ 07054-1007 | 103,852.80 | 5.83 | % | |||||||
B-27
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2045 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 718,583.12 | * | 40.34 | % | ||||||
| RealPath™ 2045 Fund | C | SSB&T CUST IRA, FBO Bradford Mulkey, 102 N Belvedere Ave, Gastonia NC 28054-4212 | 790.17 | 6.11 | % | |||||||
| RealPath™ 2045 Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 4,043.26 | * | 31.27 | % | ||||||
| RealPath™ 2045 Fund | C | SSB&T CUST IRA, FBO Christina Bethurem, 396 Bellevue Ave #302, Oakland CA 94610-3411 | 1,002.63 | 7.75 | % | |||||||
| RealPath™ 2045 Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,855.65 | 22.08 | % | |||||||
| RealPath™ 2045 Fund | C | SSB&T CUST ROTH IRA, FBO Julie Desai, 225 Fisalia Ct, Fremont CA 94539-3028 | 1,081.89 | 8.37 | % | |||||||
| RealPath™ 2045 Fund | C | SSB&T CUST ROTH IRA, FBO Breanna M Flanagan, 8253 Mayo Dr Unit 306, Madison WI 53719-3907 | 1,106.52 | 8.56 | % | |||||||
| RealPath™ 2045 Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 36,719.48 | * | 48.93 | % | ||||||
B-28
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2045 Fund | D | Mid Atlantic Trust Company FBO, Script To Screen Productions, xxx(K) Profit Sharing Plan & Trust, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 17,319.71 | 23.08 | % | |||||||
| RealPath™ 2045 Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 16,567.53 | 22.08 | % | |||||||
| RealPath™ 2045 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 3,514,558.27 | * | 88.63 | % | ||||||
| RealPath™ 2045 Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,135.43 | * | 100.00 | % | ||||||
| RealPath™ 2045 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 37,591.48 | * | 84.44 | % | ||||||
| RealPath™ 2045 Fund | R | Great-West Trust Company LLC TTEE F, Employee Benefits Clients xxxk, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 5,954.20 | 13.37 | % | |||||||
| RealPath™ 2050 Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 21,230.94 | 5.00 | % | |||||||
| RealPath™ 2050 Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 26,458.36 | 6.23 | % | |||||||
B-29
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2050 Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 51,570.77 | 12.15 | % | |||||||
| RealPath™ 2050 Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 138,250.33 | * | 32.57 | % | ||||||
| RealPath™ 2050 Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 57,738.79 | 13.60 | % | |||||||
| RealPath™ 2050 Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, PL Xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 746,616.15 | 15.48 | % | |||||||
| RealPath™ 2050 Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,787,227.11 | * | 57.79 | % | ||||||
| RealPath™ 2050 Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 895,084.95 | 18.56 | % | |||||||
| RealPath™ 2050 Fund | Administrative** | Wells Fargo Bank FBO, Various Retirement Plans, Funds Group FRB-X NC-xxxx, 1525 West Wt Harris Blvd, Charlotte NC 28288-1076 | 261,384.35 | 5.42 | % | |||||||
B-30
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2050 Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 11,923.95 | 13.93 | % | |||||||
| RealPath™ 2050 Fund | C | SSB&T CUST ROTH IRA FBO, Amber L H Cypers, 1917 Dan Dr, Layton UT 84040-2331 | 9,807.89 | 11.46 | % | |||||||
| RealPath™ 2050 Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 4,802.61 | 5.61 | % | |||||||
| RealPath™ 2050 Fund | C | SSB&T CUST ROTH IRA FBO, Mitchell M Cypers, 1917 Dan Dr, Layton UT 84040-2331 | 9,288.29 | 10.85 | % | |||||||
| RealPath™ 2050 Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 13,447.45 | 15.71 | % | |||||||
| RealPath™ 2050 Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 59,370.95 | * | 32.98 | % | ||||||
| RealPath™ 2050 Fund | D | Capital One Investing, LLC, — Omnibus Account —, 83 S King St Ste 700, Seattle WA98104-2851 | 9,324.07 | 5.18 | % | |||||||
| RealPath™ 2050 Fund | D | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 48,257.52 | * | 26.81 | % | ||||||
| RealPath™ 2050 Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 37,916.25 | 21.06 | % | |||||||
B-31
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2050 Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 4,658,891.38 | * | 79.70 | % | ||||||
| RealPath™ 2050 Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 851,914.29 | 14.57 | % | |||||||
| RealPath™ 2050 Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,551.53 | * | 100.00 | % | ||||||
| RealPath™ 2050 Fund | R | Ascensus Trust Company FBO, GC Com Construction Co Inc Retir, xxxxxx, P O Box 10758, Fargo ND 58106-0758 | 12,559.54 | 11.49 | % | |||||||
| RealPath™ 2050 Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 55,389.62 | * | 50.66 | % | ||||||
| RealPath™ 2050 Fund | R | Mid Atlantic Tr Co FBO, Micromidas Inc xxxk PSP, & Tr, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 5,873.43 | 5.37 | % | |||||||
| RealPath™ 2050 Fund | R | Ascensus Trust Company FBO, DIDIT xxxk Salary Savings Plan xxx, xx, P.O. Box 10758, Fargo ND 58106-0758 | 19,640.87 | 17.96 | % | |||||||
| RealPath™ 2055 Fund | A** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| RealPath™ 2055 Fund | Administrative** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
B-32
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ 2055 Fund | C** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| RealPath™ 2055 Fund | D** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| RealPath™ 2055 Fund | Institutional** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 300,000.00 | * | 100.00 | % | ||||||
| RealPath™ 2055 Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| RealPath™ 2055 Fund | R** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,000.00 | * | 100.00 | % | ||||||
| RealPath™ Income Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 50,706.07 | 24.28 | % | |||||||
| RealPath™ Income Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 20,108.17 | 9.63 | % | |||||||
| RealPath™ Income Fund | A** | DWS Trust Company TTEE, DWS Trust Company, FBO Diamond Products xxxk & Profit, Sharing Plan, PO Box 1757, Salem NH 03079-1143 | 19,685.53 | 9.43 | % | |||||||
| RealPath™ Income Fund | A** | Reliance Trust Company TTEE, FBO ADP Access Large Market, xxx(K) Plan, 1100 Abernathy Rd, Atlanta GA 30328-5620 | 16,025.11 | 7.67 | % | |||||||
| RealPath™ Income Fund | A | Reliance Trust Company FBO, Parker Mccay, P.O. Box 48529, Atlanta GA 30362-1529 | 47,990.67 | 22.98 | % | |||||||
B-33
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ Income Fund | A** | Edward D Jones & Co, For The Benefit Of Customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 40,953.99 | 19.61 | % | |||||||
| RealPath™ Income Fund | A | Mid Atlantic Tr Co FBO, Popple Construction Inc xxxk Psp, & Tr, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 154,005.91 | 19.15 | % | |||||||
| RealPath™ Income Fund | A** | Edward D Jones & Co, For The Benefit Of Customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 53,410.78 | 6.64 | % | |||||||
| RealPath™ Income Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 266,194.81 | * | 33.09 | % | ||||||
| RealPath™ Income Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 101,065.05 | 12.56 | % | |||||||
| RealPath™ Income Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,520,700.87 | * | 50.18 | % | ||||||
| RealPath™ Income Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 670,137.06 | 22.11 | % | |||||||
B-34
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ Income Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, Pl xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 717,253.81 | 23.67 | % | |||||||
| RealPath™ Income Fund | Administrative** | New York Life Trust Company, 169 Lackawanna Ave, Parsippany NJ 07054-1007 | 637,271.80 | 18.25 | % | |||||||
| RealPath™ Income Fund | Administrative** | PIMS/Prudential Retirement as nominee for the TTEE/CUST, Pl xxxxxx Plastipak Packaging Inc, PO Box 2500c, 41605 Ann Arbor Rd, Plymouth MI 48170-4304 | 482,082.69 | 13.81 | % | |||||||
| RealPath™ Income Fund | Administrative** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 1,120,684.14 | * | 32.10 | % | ||||||
| RealPath™ Income Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,239,921.52 | * | 35.52 | % | ||||||
| RealPath™ Income Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 17,378.98 | 18.81 | % | |||||||
| RealPath™ Income Fund | C | SSB&T Cust Simple IRA, City Glass Co Inc, FBO Virginia A Eckhardt, 322 Olivarri Dr, Anderson SC 29621-3045 | 5,196.31 | 5.63 | % | |||||||
B-35
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ Income Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 27,188.46 | * | 29.43 | % | ||||||
| RealPath™ Income Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 19,056.44 | 20.63 | % | |||||||
RealPath™ Income Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 14,607.95 | 5.64 | % | |||||||
| RealPath™ Income Fund | C | SSB&T Cust IRA, FBO Marilyn W Diener, 1240 James Cir, Lafayette CO 80026-2809 | 14,155.09 | 5.47 | % | |||||||
| RealPath™ Income Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 24,662.13 | 9.52 | % | |||||||
| RealPath™ Income Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 99,905.44 | * | 38.58 | % | ||||||
| RealPath™ Income Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 17,854.10 | 6.89 | % | |||||||
RealPath™ Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 83,612.37 | * | 26.85 | % | ||||||
| RealPath™ Income Fund | D | E*Trade Clearing LLC, xxx-xxxxx-Xx, PO Box 484, Jersey City NJ 07303-0484 | 20,519.61 | 6.59 | % | |||||||
| RealPath™ Income Fund | D | Ameritrade Inc FBO xxxxxxxxxx, PO Box 2226, Omaha NE 68103-2226 | 117,029.13 | * | 37.58 | % | ||||||
B-36
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ Income Fund | D** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 30,557.94 | 9.81 | % | |||||||
| RealPath™ Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 7,894.35 | 7.54 | % | |||||||
| RealPath™ Income Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 90,230.46 | * | 86.13 | % | ||||||
| RealPath™ Income Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 947,492.95 | * | 48.62 | % | ||||||
| RealPath™ Income Fund | Institutional** | Wells Fargo Bank FBO,Various Retirement Plans, xxxx NC-xxx, 1525 West Wt Harris Blvd, Charlotte NC 28288-1076 | 128,755.20 | 6.61 | % | |||||||
| RealPath™ Income Fund | Institutional** | Reliance Trust Company Cust, FBO Catholic Memorial xxxb Deferred, Salary Savings Plan, PO Box 48529, Atlanta GA 30362-1529 | 99,666.12 | 5.11 | % | |||||||
| RealPath™ Income Fund | Institutional** | Fiioc FBO, Bolton & Company xxxk Salary, Deferral Plan xxxxx, 100 Magellan Way KW1C, Covington KY 41015-1987 | 100,753.04 | 5.17 | % | |||||||
| RealPath™ Income Fund | Institutional** | Mid Atlantic Trust Company, FBO St Barnabas Health System, Retirement Savings Plan, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 116,729.02 | 5.99 | % | |||||||
B-37
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ Income Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 289,204.18 | 14.84 | % | |||||||
| RealPath™ Income Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,291,495.45 | * | 54.15 | % | ||||||
| RealPath™ Income Fund | Institutional** | PAI Trust Company Inc, Tactel US Inc xxxk P/S Plan, 1300 Enterprise Dr, De Pere WI 54115-4934 | 131,887.24 | 5.53 | % | |||||||
| RealPath™ Income Fund | Institutional** | TD Ameritrade Trust Company, PO Box 17748, Denver CO 80217-0748 | 194,087.29 | 8.14 | % | |||||||
| RealPath™ Income Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept,211 Main St, San Francisco CA 94105-1905 | 239,632.86 | 10.05 | % | |||||||
| RealPath™ Income Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 810.5 | * | 60.93 | % | ||||||
| RealPath™ Income Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 519.82 | * | 39.07 | % | ||||||
| RealPath™ Income Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 10,439.84 | * | 75.91 | % | ||||||
RealPath™ Income Fund | P** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 705.37 | 5.13 | % | |||||||
B-38
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealPath™ Income Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,607.35 | 18.96 | % | |||||||
| RealPath™ Income Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO Plic Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 18,210.57 | * | 94.13 | % | ||||||
| RealPath™ Income Fund | R** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 5,062.78 | 16.97 | % | |||||||
| RealPath™ Income Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO Plic Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 9,519.93 | * | 31.91 | % | ||||||
| RealPath™ Income Fund | R | Mid Atlantic Tr Co FBO, Salem Creek Inc xxxk psp, & Tr, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 2,684.55 | 9.00 | % | |||||||
| RealPath™ Income Fund | R | Great-West Trust Company LLC TTEE F, Employee Benefits Clients xxxk, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 2,313.05 | 7.75 | % | |||||||
| RealPath™ Income Fund | R | TD Ameritrade Tr Co, Co# xxtbx, PO Box 17748, Denver CO 80217-0748 | 4,611.49 | 15.46 | % | |||||||
RealPath™ Income Fund | R | Ascensus Trust Company FBO, DIDIT xxxk Salary Savings Plan xxx, xx, P.O. Box 10758, Fargo ND 58106-0758 | 2,889.48 | 9.68 | % | |||||||
| TRENDS Managed Futures Strategy Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 38,840.64 | 9.66 | % | |||||||
B-39
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| TRENDS Managed Futures Strategy Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 58,335.58 | 14.50 | % | |||||||
| TRENDS Managed Futures Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 63,681.98 | 15.83 | % | |||||||
| TRENDS Managed Futures Strategy Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 89,130.33 | 22.16 | % | |||||||
| TRENDS Managed Futures Strategy Fund | Administrative** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 2,613.29 | * | 70.32 | % | ||||||
| TRENDS Managed Futures Strategy Fund | Administrative** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,102.85 | * | 29.68 | % | ||||||
| TRENDS Managed Futures Strategy Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 47,013.47 | 10.63 | % | |||||||
| TRENDS Managed Futures Strategy Fund | C | Rosemary Reed, subject to BFDS TOD Rules, 1108 Boulder Ct, Lansing MI 48917-4033 | 30,071.01 | 6.80 | % | |||||||
| TRENDS Managed Futures Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 99,596.28 | 22.52 | % | |||||||
| TRENDS Managed Futures Strategy Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 28,792.32 | 6.51 | % | |||||||
B-40
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| TRENDS Managed Futures Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 3,563,310.17 | * | 53.34 | % | ||||||
| TRENDS Managed Futures Strategy Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 1,289,733.13 | 19.31 | % | |||||||
| TRENDS Managed Futures Strategy Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,671,387.17 | * | 25.02 | % | ||||||
| TRENDS Managed Futures Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 5,432,620.15 | 17.46 | % | |||||||
| TRENDS Managed Futures Strategy Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,989,746.24 | 6.40 | % | |||||||
| TRENDS Managed Futures Strategy Fund | Institutional | State Street Bank FBO, PVIT Global Multi Asset Port, 801 Pennsylvania Ave, ATTN Chuck Nixon, Kansas City MO 64105-1307 | 5,691,916.15 | 18.30 | % | |||||||
| TRENDS Managed Futures Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 4,930,269.00 | 15.85 | % | |||||||
| TRENDS Managed Futures Strategy Fund | Institutional | State Street Kansas City FBO, PIMCO Global Multi-Asset Fnd, ATTN: Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 5,346,625.79 | 17.19 | % | |||||||
B-41
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| TRENDS Managed Futures Strategy Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 64,123.60 | * | 37.19 | % | ||||||
| TRENDS Managed Futures Strategy Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 72,031.60 | * | 41.78 | % | ||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Fund, and therefore may be presumed to “control” the Funds, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
B-42
EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
C-1
Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
C-2
3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee,
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whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
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3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for
Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
B. Deadlines and Limitations
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
C. Making a Submission
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee
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candidate’s qualifications for service on the Board of Trustees as well as any information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public Company Directorships Held by Trustee During the Past 5 Years | |||||||
Interested Trustee1 | ||||||||||||
Brent R. Harris (1959) | Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
| 1 | Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public During the | |||||||
Independent Trustees | ||||||||||||
E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
Peter G. Strelow (1970) President | 01/2015 to present
Senior Vice President 11/2013 to 01/2015
Vice President 05/2008 to 11/2013 | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. |
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 to 01/2015 | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
Kevin M. Broadwater (1964) Vice President — Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President – Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President — Senior Counsel, Secretary | 11/2013 to present
Assistant Secretary 10/2007 to 01/2011 | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President – Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau (1974) Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant Treasurer 05/2007 to 11/2013 | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds | ||
Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregate non-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal Year | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $ | 2,000 | $ | 0 | $ | 11,726,000 | ||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Funds by the Funds’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Funds. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Funds’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PFA_012015
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PIMCO FUNDS
650 Newport Center Drive Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust (each a “Fund” and collectively, the “Funds”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
| Sincerely, |
/s/ Brent R. Harris |
| Brent R. Harris |
| Chairman of the Board |
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust (each a “Fund” and collectively, the “Funds”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015. This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds.
On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
| By Order of the Board of Trustees |
| Joshua D. Ratner, Secretary |
| January 29, 2015 |
FUNDS PARTICIPATING* IN THE MEETING
ON APRIL 20, 2015
PIMCO All Asset Fund
PIMCO All Asset All Authority Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Extended Duration Fund
PIMCO Floating Income Fund
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO GNMA Fund
PIMCO Global Multi-Asset Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation ResponseMulti-Asset Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar- Hedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Moderate Duration Fund
PIMCO Money Market Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Mortgage Opportunities Fund
PIMCO Municipal Bond Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO RealPathTM Income Fund
PIMCO RealPathTM 2020 Fund
PIMCO RealPathTM 2025 Fund
PIMCO RealPathTM 2030 Fund
PIMCO RealPathTM 2035 Fund
PIMCO RealPathTM 2040 Fund
PIMCO RealPathTM 2045 Fund
PIMCO RealPathTM 2050 Fund
PIMCO RealPathTM 2055 Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Treasury Money Market Fund
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
| * | Certain series of the Trust, the Private Account Portfolio Series, will participate in the Meeting pursuant to a separate proxy statement. |
PIMCO FUNDS
PIMCO Extended Duration Fund
PIMCO GNMA Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Moderate Duration Fund
PIMCO Mortgage Opportunities Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Unconstrained Bond Fund
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the “Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust (each a “Fund,” and collectively, the “Funds”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport
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Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Fund and for each class of each Fund is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Fund’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds, including certain of the Funds, for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Funds (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund, and PIMCO Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit B for more information regarding the PIMCO Funds of Funds ownership of Fund shares. The PIMCO Funds of Funds will vote any shares of an Underlying PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to
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the extent the Funds own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Funds will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Funds and other PIMCO-advised funds, the Funds will vote such shares in proportion to the votes of the respective Fund’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Fund’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Fund’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Fund’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
Shareholders can find important information about the Funds in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
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PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of no reason why any of the nominees will be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a
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majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO (7/09 – 2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota Financial Services (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| 1 | Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
| Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
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| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the
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chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
Trustee and Nominee Ownership of Fund Shares
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
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| Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
| Name of Fund | Dollar Range | |||||
Interested Nominee | ||||||
Douglas M. Hodge | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $10,001 - $50,000 | |||||
| PIMCO Global Multi-Asset Fund | Over $100,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Mortgage-Backed Securities Fund | $1 - $10,000 | |||||
| PIMCO Real Return Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | Over $100,000 | |||||
| PIMCO StocksPLUS® Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
Independent Nominees | ||||||
George E. Borst | PIMCO Total Return Fund | Over $100,000 | Over $100,000 | |||
| PIMCO Low Duration Fund | Over $100,000 | |||||
| PIMCO Short Duration Municipal Income Fund | Over $100,000 | |||||
| Jennifer Holden Dunbar | None | None | None | |||
Gary F. Kennedy | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
Peter B. McCarthy | None | None | Over $100,000 | |||
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| Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
| Name of Fund | Dollar Range | |||||
Ronald C. Parker | PIMCO Total Return Fund | $10,001 - $50,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
| Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
| Name of Fund | Dollar Range | |||||
Interested Trustee | ||||||
Brent R. Harris | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO CommodityRealReturn Strategy® Fund | $10,001 - $50,000 | |||||
| PIMCO EM Fundamental IndexPLUS® AR Strategy Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $50,001 - $100,000 | |||||
| PIMCO Foreign Bond Fund (U.S. Dollar- Hedged) | $50,001 - $100,000 | |||||
| PIMCO Fundamental Advantage Absolute Return Strategy Fund | Over $100,000 | |||||
| PIMCO Money Market Fund | Over $100,000 | |||||
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| Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
| Name of Fund | Dollar Range | |||||
| PIMCO Mortgage Opportunities Fund | Over $100,000 | |||||
| PIMCO Real Return Asset Fund | Over $100,000 | |||||
| PIMCO Real Return Fund | $1 - $10,000 | |||||
| PIMCO RealEstateRealReturn Strategy Fund | Over $100,000 | |||||
| PIMCO RealPathTM 2040 Fund | Over $100,000 | |||||
| PIMCO Senior Floating Rate Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | $1 - $10,000 | |||||
| PIMCO StocksPLUS® AR Short Strategy Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
| PIMCO Worldwide Fundamental Advantage AR Strategy Fund | Over $100,000 | |||||
Independent Trustees | ||||||
E. Philip Cannon | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Fundamental IndexPLUS® AR | $10,001 - $50,000 | |||||
| PIMCO Income Fund | $10,001 - $50,000 | |||||
J. Michael Hagan | PIMCO All Asset All Authority Fund | Over $100,000 | Over $100,000 | |||
| PIMCO EM Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
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| Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
| Name of Fund | Dollar Range | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | Over $100,000 | |||||
| PIMCO Income Fund | Over $100,000 | |||||
| PIMCO International StocksPLUS® AR Strategy Fund (Unhedged) | Over $100,000 | |||||
| PIMCO Small-Cap StocksPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO StocksPLUS® Absolute Return Fund | $50,001 - $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of shares of the Funds, with the exception of the following Funds:
Fund | Class | Percent | ||||||
PIMCO Money Market Fund | Institutional | 6.16 | % | |||||
PIMCO Mortgage Opportunities Fund | Institutional | 1.06 | % | |||||
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Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Fund Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||
Interested Trustees | ||||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||
Independent Trustees | ||||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||
| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in
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person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Fund or Funds they are writing about, the firm through which they purchased the Fund or Funds, the share class they own (if applicable), and the number of shares held by the shareholder.
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The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Fund or any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Fund, as the full Board’s representative to attend meetings of the Fund’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in
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the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Fund, the Trust and the Fund Complex.
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors
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and the full Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each
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nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on the
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Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act, that seeks to balance the benefits of the experience and institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
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ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
20
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against any such adjournment. A shareholder vote may be taken prior to any adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Funds’ Shares are set forth inExhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Funds’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
21
Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
By Order of the Board of Trustees |
Joshua D. Ratner, Secretary |
January 29, 2015
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States.
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Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626.
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22
EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||||
Extended Duration Fund | Institutional | 44,204,842.813 | 47,482,001.987 | |||||||||
| P | 3,277,159.174 | |||||||||||
GNMA Fund | A | 24,732,785.938 | 78,633,265.275 | |||||||||
| B | 46,882.039 | |||||||||||
| C | 10,133,246.002 | |||||||||||
| D | 9,577,255.208 | |||||||||||
| Institutional | 27,273,452.157 | |||||||||||
| P | 6,869,643.931 | |||||||||||
| Investment Grade Corporate Bond Fund | A | 90,591,553.266 | 593,886,638.030 | |||||||||
| Administrative | 13,805,272.116 | |||||||||||
| C | 51,416,485.472 | |||||||||||
| D | 42,563,458.369 | |||||||||||
| Institutional | 356,574,201.833 | |||||||||||
| P | 38,935,666.974 | |||||||||||
| Long Duration Total Return Fund | D | 67,811.129 | 397,429,765.530 | |||||||||
| Institutional | 396,017,710.076 | |||||||||||
| P | 1,344,244.325 | |||||||||||
| Long-Term U.S. Government Fund | A | 18,014,164.121 | 197,730,402.313 | |||||||||
| Administrative | 4,467,450.208 | |||||||||||
| B | 20,971.546 | |||||||||||
| C | 2,392,798.083 | |||||||||||
| D | 10,303.761 | |||||||||||
| Institutional | 165,880,590.178 | |||||||||||
| P | 6,944,124.416 | |||||||||||
Moderate Duration Fund | Institutional | 175,885,352.335 | 176,246,302.554 | |||||||||
| P | 360,950.219 | |||||||||||
| Mortgage Opportunities Fund | A | 1,377,169.300 | 119,973,867.753 | |||||||||
| C | 790,580.576 | |||||||||||
| D | 3,287,975.534 | |||||||||||
| Institutional | 106,929,693.085 | |||||||||||
| P | 7,588,449.258 | |||||||||||
A-1
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
| Mortgage-Backed Securities Fund | A | 2,818,292.871 | 19,840,612.574 | |||||||
| Administrative | 1,316,821.803 | |||||||||
| B | 3,556.083 | |||||||||
| C | 1,095,671.320 | |||||||||
| D | 4,608,443.847 | |||||||||
| Institutional | 9,222,903.661 | |||||||||
| P | 774,922.989 | |||||||||
Total Return Fund | A | 1,324,222,198.581 | 13,442,744,960.605 | |||||||
| Administrative | 1,972,536,210.350 | |||||||||
| B | 2,599,911.553 | |||||||||
| C | 514,375,284.062 | |||||||||
| D | 736,682,623.784 | |||||||||
| Institutional | 8,054,660,450.910 | |||||||||
| P | 603,793,611.458 | |||||||||
| R | 233,874,669.907 | |||||||||
| Total Return Fund II | Administrative | 4,195,317.100 | 126,809,615.989 | |||||||
| Institutional | 121,554,837.350 | |||||||||
| P | 1,059,461.539 | |||||||||
| Total Return Fund III | Administrative | 9,675,571.073 | 162,265,672.238 | |||||||
| Institutional | 145,441,022.037 | |||||||||
| P | 7,149,079.128 | |||||||||
| Total Return Fund IV | A | 1,612,884.028 | 150,991,472.419 | |||||||
| C | 284,880.301 | |||||||||
| Institutional | 149,078,810.567 | |||||||||
| P | 14,897.523 | |||||||||
| Unconstrained Bond Fund | A | 62,454,133.645 | 1,026,385,283.824 | |||||||
| Administrative | 180,478.832 | |||||||||
| C | 55,981,720.871 | |||||||||
| D | 30,776,226.118 | |||||||||
| Institutional | 726,761,225.630 | |||||||||
| P | 149,069,344.396 | |||||||||
| R | 1,162,154.332 | |||||||||
A-2
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of a class of the Funds:
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Extended Duration Fund | Institutional | Mac & Co a/c cytfxxxxxxx, ATTN Mutual Fund Ops, PO Box 3198, Pittsburgh PA15230-3198 | 6,410,220.95 | 14.48 | % | |||||||
| Extended Duration Fund | Institutional** | Principal Life Insurance Company, FBO Principal Financial Group, Omnibus Wrapped, 711 High St, Des Moines IA50392-0001 | 9,362,363.27 | 21.15 | % | |||||||
| Extended Duration Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ07310-2010 | 7,932,337.61 | 17.92 | % | |||||||
| Extended Duration Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San FranciscoCA 94105-1905 | 5,163,249.90 | 11.66 | % | |||||||
| Extended Duration Fund | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct Reinv/Reinv, 733 Marquette Ave South, Minneapolis MN55479-0001 | 4,015,079.74 | 9.07 | % | |||||||
| Extended Duration Fund | Institutional** | Dingle & Co, C/O Comerica Bank, ATTN mcxxxx/Mutual Funds, PO Box 75000, Detroit MI48275-0001 | 7,401,820.79 | 16.72 | % | |||||||
| Extended Duration Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 1,478,005.97 | * | 45.00 | % | ||||||
B-1
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Extended Duration Fund | P** | Massachusetts Mutual Insurance, Company, ATTN RS Funds Operations MIP C255, 1295 State St, Springfield MA01111-0001 | 1,670,820.43 | * | 50.87 | % | ||||||
GNMA Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 2,342,490.68 | 9.44 | % | |||||||
GNMA Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 1,826,543.79 | 7.36 | % | |||||||
GNMA Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 2,085,090.50 | 8.41 | % | |||||||
GNMA Fund | A | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA50392-0001 | 3,305,736.04 | 13.33 | % | |||||||
GNMA Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 1,545,509.77 | 6.23 | % | |||||||
GNMA Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN55402-2405 | 1,364,081.99 | 5.50 | % | |||||||
GNMA Fund | B** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 40,328.67 | * | 85.99 | % | ||||||
B-2
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
GNMA Fund | B** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 4,046.57 | 8.63 | % | |||||||
GNMA Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 1,321,256.44 | 13.01 | % | |||||||
GNMA Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 895,552.09 | 8.82 | % | |||||||
GNMA Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,165,837.47 | 11.48 | % | |||||||
GNMA Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 1,588,079.10 | 15.63 | % | |||||||
GNMA Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 1,049,069.12 | 10.33 | % | |||||||
GNMA Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 551,314.68 | 5.43 | % | |||||||
GNMA Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 4,323,263.28 | * | 45.12 | % | ||||||
GNMA Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 970,876.51 | 10.13 | % | |||||||
B-3
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
GNMA Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,162,403.92 | 22.57 | % | |||||||
GNMA Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 1,415,787.51 | 14.78 | % | |||||||
GNMA Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 1,908,842.48 | 6.98 | % | |||||||
GNMA Fund | Institutional** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 1,463,155.90 | 5.35 | % | |||||||
GNMA Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 3,295,036.52 | 12.05 | % | |||||||
GNMA Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ07310-2010 | 10,817,411.72 | * | 39.56 | % | ||||||
GNMA Fund | Institutional** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE68103-2226 | 2,177,550.12 | 7.96 | % | |||||||
GNMA Fund | Institutional** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 1,780,604.61 | 6.51 | % | |||||||
GNMA Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ07310-2055 | 1,988,997.65 | * | 28.89 | % | ||||||
B-4
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
GNMA Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,594,922.86 | 23.17 | % | |||||||
GNMA Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,273,400.74 | 18.50 | % | |||||||
GNMA Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,172,648.20 | 17.03 | % | |||||||
| Investment Grade Corporate Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 13,790,115.05 | 15.17 | % | |||||||
| Investment Grade Corporate Bond Fund | A** | State Street Bank Trustee, and/or Custodian, FBO ADP Access, 1 Lincoln St, Boston MA02111-2901 | 5,764,404.59 | 6.34 | % | |||||||
| Investment Grade Corporate Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 8,423,129.24 | 9.27 | % | |||||||
| Investment Grade Corporate Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 9,942,138.98 | 10.94 | % | |||||||
| Investment Grade Corporate Bond Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN55402-2405 | 9,201,848.80 | 10.12 | % | |||||||
B-5
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Investment Grade Corporate Bond Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 5,758,653.62 | 6.34 | % | |||||||
| Investment Grade Corporate Bond Fund | Administrative** | Charles Schwab & Co Special Custody, Acct For Exclusive Benefit Of Our, Customers, ATTN: Carol WU/Mutual Fund Ops, 211 Main St, San Francisco CA94105-1905 | 9,661,291.09 | * | 69.85 | % | ||||||
| Investment Grade Corporate Bond Fund | Administrative** | Fifth Third Bank FBO Cintas PIMCO, Inv Grd Corp Bd Fdxx-x-xxxxxxx, 5001 Kingsley Dr, Cincinnati OH45227-1114 | 924,172.70 | 6.68 | % | |||||||
| Investment Grade Corporate Bond Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 8,490,712.99 | 16.47 | % | |||||||
| Investment Grade Corporate Bond Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 4,135,548.39 | 8.02 | % | |||||||
| Investment Grade Corporate Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | | 8,196,110.77 | | | 15.90 | % | ||||
| Investment Grade Corporate Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 4,968,141.32 | 9.64 | % | |||||||
B-6
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Investment Grade Corporate Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 9,814,243.96 | 19.04 | % | |||||||
| Investment Grade Corporate Bond Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | | 3,629,558.31 | | | 8.52 | % | ||||
| Investment Grade Corporate Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 8,561,367.85 | 20.09 | % | |||||||
| Investment Grade Corporate Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ07310-2010 | 25,606,712.06 | * | 60.10 | % | ||||||
| Investment Grade Corporate Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 63,418,627.85 | 17.76 | % | |||||||
| Investment Grade Corporate Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 69,275,741.32 | 19.40 | % | |||||||
| Investment Grade Corporate Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 39,170,101.72 | 10.97 | % | |||||||
B-7
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Investment Grade Corporate Bond Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 45,393,273.12 | 12.71 | % | |||||||
| Investment Grade Corporate Bond Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 6,309,871.73 | 16.19 | % | |||||||
| Investment Grade Corporate Bond Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ07310-2055 | 6,866,058.38 | 17.62 | % | |||||||
| Investment Grade Corporate Bond Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 2,183,196.60 | 5.60 | % | |||||||
| Investment Grade Corporate Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 11,794,812.65 | * | 30.26 | % | ||||||
| Investment Grade Corporate Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 7,255,771.59 | 18.62 | % | |||||||
| Long Duration Total Return Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 66,142.74 | * | 97.26 | % | ||||||
| Long Duration Total Return Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 27,313,583.87 | 6.85 | % | |||||||
B-8
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Long Duration Total Return Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 103,965,062.00 | * | 26.07 | % | ||||||
| Long Duration Total Return Fund | Institutional | JPM a/c xxxxx as directed TTEE For, The Ernst & Young Def Bene Ret Pl, Tr Fund Acct, ATTN Total Rewards-Benefits, 200 Plaza Dr Ste 2, Secaucus NJ 07094-3607 | 28,357,497.21 | 7.11 | % | |||||||
| Long Duration Total Return Fund | Institutional | Russell Trust Company trustee for, PACCAR Inc Retirement Plan, ATTN Bob Holleman, Russell Investments, 1301 2nd Ave Fl 18, Seattle WA98101-3814 | 21,256,421.77 | 5.33 | % | |||||||
| Long Duration Total Return Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 48,377,202.45 | 12.13 | % | |||||||
| Long Duration Total Return Fund | P** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 119,665.08 | 8.87 | % | |||||||
| Long Duration Total Return Fund | P** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 294,734.02 | 21.86 | % | |||||||
| Long Duration Total Return Fund | P | TD Ameritrade Trust Company, Co#xxftj, PO Box 17748, Denver CO 80217-0748 | 89,053.39 | 6.60 | % | |||||||
B-9
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Long Duration Total Return Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 117,893.25 | 8.74 | % | |||||||
| Long Duration Total Return Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 553,428.34 | * | 41.04 | % | ||||||
| Long-Term U.S. Government Fund | A** | Taynik & Co, c/o Investors Bank & Trust, ATTN Mutual Fund Processing,1200 Crown Colony Dr, Quincy MA02169-0938 | 983,365.40 | 6.08 | % | |||||||
| Long-Term U.S. Government Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | | 1,080,008.33 | | | 6.67 | % | ||||
| Long-Term U.S. Government Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 3,390,326.66 | 20.95 | % | |||||||
| Long-Term U.S. Government Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 827,777.82 | 5.11 | % | |||||||
| Long-Term U.S. Government Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center,Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,015,411.58 | 6.27 | % | |||||||
| Long-Term U.S. Government Fund | A** | Massachusettes Mutual, Life Insurance Co, 1295 State Street MIP N255, Springfield MA01111-0001 | 1,417,971.32 | 8.76 | % | |||||||
B-10
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Long-Term U.S. Government Fund | Administrative** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 628,771.26 | 14.05 | % | |||||||
| Long-Term U.S. Government Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,628,143.14 | * | 58.72 | % | ||||||
| Long-Term U.S. Government Fund | B** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 19,118.96 | * | 91.16 | % | ||||||
| Long-Term U.S. Government Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 291,294.74 | 12.16 | % | |||||||
| Long-Term U.S. Government Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 143,537.55 | 5.99 | % | |||||||
| Long-Term U.S. Government Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 320,518.72 | 13.37 | % | |||||||
| Long-Term U.S. Government Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 461,748.24 | 19.27 | % | |||||||
| Long-Term U.S. Government Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 282,367.82 | 11.78 | % | |||||||
B-11
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Long-Term U.S. Government Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 7,798.20 | * | 75.63 | % | ||||||
| Long-Term U.S. Government Fund | D | Vanguard Brokerage Services, a/c xxxx-xxxx, PO Box 1170, Valley Forge PA 19482-1170 | 1,480.85 | 14.36 | % | |||||||
| Long-Term U.S. Government Fund | D** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | | 945.88 | | | 9.17 | % | ||||
| Long-Term U.S. Government Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 19,028,682.67 | 11.58 | % | |||||||
| Long-Term U.S. Government Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 16,512,849.38 | 10.05 | % | |||||||
| Long-Term U.S. Government Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 109,892,428.10 | * | 66.87 | % | ||||||
| Long-Term U.S. Government Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,148,661.25 | 16.53 | % | |||||||
| Long-Term U.S. Government Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 4,723,118.67 | * | 67.99 | % | ||||||
B-12
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Moderate Duration Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 32,340,747.35 | 18.53 | % | |||||||
| Moderate Duration Fund | Institutional | Midmichigan Health Pooled Income, Fund, ATTN Robert Gillis, 4000 Wellness Dr, Midland MI 48670-2000 | 10,424,595.43 | 5.97 | % | |||||||
| Moderate Duration Fund | Institutional** | Mitra & Co, FBO xx, c/o Marshall & Ilsley Trust Company, 11270 W Park Pl Ste 400-Ppw-08-Wm, ATTN Mutual Funds, Milwaukee WI53224-3638 | 12,338,428.50 | 7.07 | % | |||||||
| Moderate Duration Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 27,626.45 | 7.63 | % | |||||||
| Moderate Duration Fund | P | TD Ameritrade Trust Company, Co#xxtxa, PO Box 17748, Denver CO 80217-0748 | 119,739.93 | * | 33.09 | % | ||||||
| Moderate Duration Fund | P** | TD Ameritrade Trust Company, PO Box 17748, Denver CO 80217-0748 | 18,559.97 | 5.13 | % | |||||||
| Moderate Duration Fund | P** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 26,315.13 | 7.27 | % | |||||||
| Moderate Duration Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 152,684.45 | * | 42.20 | % | ||||||
B-13
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Mortgage Opportunities Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 500,051.74 | * | 36.27 | % | ||||||
| Mortgage Opportunities Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ07310-2055 | 206,354.42 | 14.97 | % | |||||||
| Mortgage Opportunities Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 71,004.32 | 5.15 | % | |||||||
| Mortgage Opportunities Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 422,388.78 | * | 30.64 | % | ||||||
| Mortgage Opportunities Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 89,050.47 | 11.26 | % | |||||||
| Mortgage Opportunities Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 162,175.12 | 20.51 | % | |||||||
| Mortgage Opportunities Fund | C** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 54,789.82 | 6.93 | % | |||||||
| Mortgage Opportunities Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 204,860.01 | * | 25.90 | % | ||||||
| Mortgage Opportunities Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003, | 194,578.03 | 24.60 | % | |||||||
B-14
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Mortgage Opportunities Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,679,164.67 | * | 81.51 | % | ||||||
| Mortgage Opportunities Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 405,735.49 | 12.34 | % | |||||||
| Mortgage Opportunities Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 15,840,812.38 | 14.80 | % | |||||||
| Mortgage Opportunities Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 17,290,628.54 | 16.16 | % | |||||||
| Mortgage Opportunities Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 36,327,653.34 | * | 33.95 | % | ||||||
| Mortgage Opportunities Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 14,880,485.73 | 13.91 | % | |||||||
| Mortgage Opportunities Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 522,442.79 | 6.88 | % | |||||||
| Mortgage Opportunities Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ07310-2055 | 2,307,606.82 | * | 30.39 | % | ||||||
B-15
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Mortgage Opportunities Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 4,148,662.33 | * | 54.63 | % | ||||||
| Mortgage-Backed Securities Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 269,997.67 | 9.56 | % | |||||||
| Mortgage-Backed Securities Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | | 295,670.72 | | | 10.47 | % | ||||
| Mortgage-Backed Securities Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 145,733.05 | 5.16 | % | |||||||
| Mortgage-Backed Securities Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 272,333.65 | 9.64 | % | |||||||
| Mortgage-Backed Securities Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 331,544.57 | 11.74 | % | |||||||
| Mortgage-Backed Securities Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 532,282.49 | 18.85 | % | |||||||
| Mortgage-Backed Securities Fund | Administrative** | Charles Schwab & Co special custody acct for exclusive benefit of our customers, attn: Carol Wu/Mutual Fund Ops, 211 Main St, San Francisco CA 94105-1905 | 75,522.42 | 5.72 | % | |||||||
B-16
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Mortgage-Backed Securities Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,120,673.88 | * | 84.90 | % | ||||||
| Mortgage-Backed Securities Fund | B** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 2,218.79 | * | 46.57 | % | ||||||
| Mortgage-Backed Securities Fund | B | SSB&T Cust IRA FBO, Anne M Basle, 1 Skyview Dr, Cohoes NY12047-3832 | 385.39 | 8.09 | % | |||||||
| Mortgage-Backed Securities Fund | B** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 2,159.22 | * | 45.32 | % | ||||||
| Mortgage-Backed Securities Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 250,884.32 | 22.87 | % | |||||||
| Mortgage-Backed Securities Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 130,759.55 | 11.92 | % | |||||||
| Mortgage-Backed Securities Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | | 190,942.71 | | | 17.40 | % | ||||
| Mortgage-Backed Securities Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 114,336.70 | 10.42 | % | |||||||
B-17
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Mortgage-Backed Securities Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 83,658.99 | 7.63 | % | |||||||
| Mortgage-Backed Securities Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 70,747.64 | 6.45 | % | |||||||
| Mortgage-Backed Securities Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | | 505,681.67 | | | 10.95 | % | ||||
| Mortgage-Backed Securities Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 1,289,630.35 | * | 27.93 | % | ||||||
| Mortgage-Backed Securities Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,370,445.32 | * | 51.33 | % | ||||||
| Mortgage-Backed Securities Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 2,332,851.63 | * | 25.23 | % | ||||||
| Mortgage-Backed Securities Fund | Institutional** | Sompo Japan Insurance Company Of, America, ATTN Tammy Van Dunk, 777 3rd Ave Fl 28, New York NY10017-1401 | 2,842,433.91 | * | 30.74 | % | ||||||
B-18
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Mortgage-Backed Securities Fund | Institutional** | Great-West Trust Company LLC TTEE F, FBO: Cox Savings Incentive Plan, c/o Fascore LLC, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 1,077,361.83 | 11.65 | % | |||||||
| Mortgage-Backed Securities Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,403,418.84 | 15.18 | % | |||||||
| Mortgage-Backed Securities Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 175,133.93 | 22.56 | % | |||||||
| Mortgage-Backed Securities Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 49,872.32 | 6.42 | % | |||||||
| Mortgage-Backed Securities Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 62,645.06 | 8.07 | % | |||||||
| Mortgage-Backed Securities Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 176,832.36 | 22.78 | % | |||||||
| Mortgage-Backed Securities Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 209,689.93 | * | 27.01 | % | ||||||
| Total Return Fund | A** | National Financial Services LLC,for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 121,564,751.30 | 9.17 | % | |||||||
B-19
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 86,725,305.69 | 6.54 | % | |||||||
| Total Return Fund | A** | John Hancock Life Ins Co (USA), ATTN Liz Seeley, Rps-Trading Ops St-4, 601 Congress St, Boston MA 02210-2805 | 93,039,059.45 | 7.02 | % | |||||||
| Total Return Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,113,059,181.00 | * | 56.35 | % | ||||||
| Total Return Fund | B** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 2,411,819.29 | * | 92.76 | % | ||||||
| Total Return Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 60,481,790.97 | 11.74 | % | |||||||
| Total Return Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 27,996,373.81 | 5.43 | % | |||||||
| Total Return Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 66,258,603.24 | 12.86 | % | |||||||
| Total Return Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 124,766,971.00 | 24.22 | % | |||||||
B-20
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 38,514,773.39 | 7.48 | % | |||||||
| Total Return Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 55,533,184.81 | 10.78 | % | |||||||
| Total Return Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA92121-1968 | 26,468,608.16 | 5.14 | % | |||||||
| Total Return Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 263,324,929.20 | * | 36.01 | % | ||||||
| Total Return Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 46,959,452.89 | 6.42 | % | |||||||
| Total Return Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 311,963,714.10 | * | 42.66 | % | ||||||
| Total Return Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ07310-2010 | 2,725,006,275.00 | * | 33.82 | % | ||||||
| Total Return Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 810,997,841.30 | 10.06 | % | |||||||
B-21
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 50,107,524.71 | 8.30 | % | |||||||
| Total Return Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 75,767,951.36 | 12.55 | % | |||||||
| Total Return Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 129,350,102.30 | 21.43 | % | |||||||
| Total Return Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 49,934,148.94 | 8.27 | % | |||||||
| Total Return Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 162,236,392.80 | * | 26.87 | % | ||||||
| Total Return Fund | R** | Hartford Life Insurance Co, xxxk Separate Account, PO Box 2999, Hartford CT 06104-2999 | 42,267,809.66 | 18.05 | % | |||||||
| Total Return Fund | R** | State Street Bank Trustee, and/or Custodian, FBO ADP Access, 1 Lincoln St, Boston MA 02111-2901 | 16,259,610.66 | 6.94 | % | |||||||
| Total Return Fund | R** | ING Life Insurance & Annuity Co, 151 Farmington Ave, Hartford CT 06156-0001 | 21,176,038.39 | 9.04 | % | |||||||
| Total Return Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 28,653,400.45 | 12.23 | % | |||||||
B-22
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund II | Administrative** | Charles Schwab & Co special custody, acct for exclusive benefit of our customers, attn: Carol Wu/Mutual Fund OPS, 211 Main St, San Francisco CA 94105-1905 | 950,647.21 | 22.63 | % | |||||||
| Total Return Fund II | Administrative** | New York Life Trust Company, 169 Lackawanna Ave, Parsippany NJ 07054-1007 | 685,591.25 | 16.32 | % | |||||||
| Total Return Fund II | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,079,175.53 | * | 25.69 | % | ||||||
| Total Return Fund II | Administrative** | PIMS/Prudential Retirement, as nominee for the TTEE/CUST Pl xxx, Neighborworks America Retirement, 999 North Capitol Street, NE, Suite 900, Washington DC 20002-4684 | 606,719.86 | 14.44 | % | |||||||
| Total Return Fund II | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 15,919,500.98 | 13.09 | % | |||||||
| Total Return Fund II | Institutional** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 6,783,573.02 | 5.58 | % | |||||||
| Total Return Fund II | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 26,236,358.31 | 21.57 | % | |||||||
B-23
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund II | Institutional | The Sherwin Williams Company, Master Trust, 101 Prospect Ave 1225 R, Cleveland OH 44115-1075 | 11,079,521.77 | 9.11 | % | |||||||
| Total Return Fund II | Institutional | Mac & Co a/c BOEFxxxxx, ATTN Mutual Fund Ops, PO Box 3198, Pittsburgh PA 15230-3198 | 11,780,673.89 | 9.68 | % | |||||||
| Total Return Fund II | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 66,025.78 | 6.23 | % | |||||||
| Total Return Fund II | P | JPMorgan Chase as trustee FBO, AWG Restated xxx(K) Plan, 11500 Outlook St, Overland Park KS 66211-1804 | 471,475.93 | * | 44.46 | % | ||||||
| Total Return Fund II | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 183,399.45 | 17.30 | % | |||||||
| Total Return Fund III | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 4,307,770.29 | * | 44.57 | % | ||||||
| Total Return Fund III | Administrative** | JP Morgan Chase Bank TTEE/CUST, FBO TIAA CREF Retirement Plan, Program, 1 Chase Manhattan Plaza, New York NY 10005-1401 | 1,059,842.98 | 10.97 | % | |||||||
| Total Return Fund III | Administrative** | Lincoln Retirement Services Company, FBO Environmental Def Fund Inc, Ret Sv Pln, PO Box 7876, Fort Wayne IN 46801-7876 | 816,517.57 | 8.45 | % | |||||||
B-24
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund III | Institutional | Mac & Co a/c wxxfxxxxxxx, ATTN Mutual Fund Ops, PO Box 3198, Pittsburgh PA 15230-3198 | 7,542,399.57 | 5.28 | % | |||||||
| Total Return Fund III | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 37,362,142.02 | * | 26.14 | % | ||||||
| Total Return Fund III | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 13,127,264.83 | 9.18 | % | |||||||
| Total Return Fund III | P | Nabank & Co, PO Box 2180, Tulsa OK74101-2180 | 1,031,706.19 | 14.40 | % | |||||||
| Total Return Fund III | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN55402-1110 | 671,370.34 | 9.37 | % | |||||||
| Total Return Fund III | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,680,393.75 | 23.46 | % | |||||||
| Total Return Fund III | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 2,319,786.39 | * | 32.39 | % | ||||||
| Total Return Fund III | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 374,114.17 | 5.22 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Total Return Fund IV | A** | Edward D Jones & Co, for the benefit of customers, xxxxx Manchester Rd, Saint Louis MO63131-3729 | 1,096,591.58 | * | 67.82 | % | ||||||
| Total Return Fund IV | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 83,527.42 | 5.17 | % | |||||||
| Total Return Fund IV | C** | Edward D Jones & Co, For the benefit of customers, xxxxx Manchester Rd, Saint Louis MO63131-3729 | 242,276.00 | * | 84.93 | % | ||||||
| Total Return Fund IV | Institutional** | Edward D Jones & Co, ATTN Mutual Fund, Shareholder Accounting, 201 Progress Pkwy, Maryland Heights MO 63043-3042 | 140,641,142.10 | * | 94.15 | % | ||||||
| Total Return Fund IV | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 11,635.33 | * | 77.93 | % | ||||||
| Total Return Fund IV | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,361.80 | 9.12 | % | |||||||
| Total Return Fund IV | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 1,922.87 | 12.88 | % | |||||||
| Unconstrained Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 5,187,049.69 | 8.29 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Bond Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 5,404,596.20 | 8.64 | % | |||||||
| Unconstrained Bond Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 4,468,679.44 | 7.14 | % | |||||||
| Unconstrained Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 9,131,086.45 | 14.60 | % | |||||||
| Unconstrained Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 7,063,492.72 | 11.29 | % | |||||||
| Unconstrained Bond Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 6,171,921.85 | 9.87 | % | |||||||
| Unconstrained Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 10,825,301.70 | 17.31 | % | |||||||
| Unconstrained Bond Fund | Administrative** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 11,746.07 | 6.61 | % | |||||||
| Unconstrained Bond Fund | Administrative** | Trust Company Of America FBO Xxx, PO Box 6503, Englewood Co 80155-6503 | 145,235.82 | * | 81.71 | % | ||||||
| Unconstrained Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 5,472,646.80 | 9.75 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Bond Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 4,314,254.78 | 7.69 | % | |||||||
| Unconstrained Bond Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 5,496,922.76 | 9.80 | % | |||||||
| Unconstrained Bond Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 5,136,384.96 | 9.15 | % | |||||||
| Unconstrained Bond Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 4,107,030.02 | 7.32 | % | |||||||
| Unconstrained Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 9,651,534.36 | 17.20 | % | |||||||
| Unconstrained Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 11,439,863.32 | 20.39 | % | |||||||
| Unconstrained Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds,211 Main St, San Francisco CA 94105-1905 | 10,826,280.67 | * | 35.22 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 9,914,974.09 | * | 32.25 | % | ||||||
| Unconstrained Bond Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 5,915,592.68 | 19.24 | % | |||||||
| Unconstrained Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 50,124,411.72 | 7.05 | % | |||||||
| Unconstrained Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 76,158,181.40 | 10.71 | % | |||||||
| Unconstrained Bond Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 134,384,072.00 | 18.90 | % | |||||||
| Unconstrained Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO all asset all authority fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 53,935,112.94 | 7.59 | % | |||||||
| Unconstrained Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 27,154,956.38 | 18.24 | % | |||||||
| Unconstrained Bond Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 15,145,673.96 | 10.17 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 15,894,420.05 | 10.67 | % | |||||||
| Unconstrained Bond Fund | R** | Sammons Financial Network, 5801 SW 6th Ave, Topeka KS66636-1001 | 139,939.18 | 12.02 | % | |||||||
| Unconstrained Bond Fund | R** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 422,155.78 | * | 36.26 | % | ||||||
| Unconstrained Bond Fund | R** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 105,528.75 | 9.06 | % | |||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Fund, and therefore may be presumed to “control” the Funds, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
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EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
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Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
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3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
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2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term
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may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for
Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
| B. | Deadlines and Limitations |
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
| C. | Making a Submission |
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee candidate’s qualifications for service on the Board of Trustees as well as any
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information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public | |||||||
Interested Trustee1 | ||||||||||||
Brent R. Harris (1959)
| Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
| 1 | Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of | Principal | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public | |||||||
Independent Trustees | ||||||||||||
| E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
| J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | ||
Peter G. Strelow (1970) President | 01/2015 to present
Senior Vice 11/2013 to
Vice President 05/2008 to | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. |
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Name, Year of | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | ||
David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 to | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
Kevin M. Broadwater (1964) Vice President — Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President — Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President — Senior Counsel, Secretary | 11/2013 to present
Assistant 10/2007 to | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President — Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau (1974) Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
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Name, Year of | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | ||
Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant 05/2007 to | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds | ||
Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregatenon-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $ | 2,000 | $ | 0 | $ | 11,726,000 | ||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Funds by the Funds’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Funds. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Funds’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PFB_012015
E-2
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust (each a “Fund” and collectively, the “Funds”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
Sincerely, |
/s/ Brent R. Harris Brent R. Harris Chairman of the Board |
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust (each a “Fund” and collectively, the “Funds”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015.This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds. On this website, you will be able to access the Notice of Special Meeting of
Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
| By Order of the Board of Trustees |
| Joshua D. Ratner, Secretary |
| January 29, 2015 |
FUNDS PARTICIPATING* IN THE MEETING
ON APRIL 20, 2015
PIMCO All Asset Fund
PIMCO All Asset All Authority Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Extended Duration Fund
PIMCO Floating Income Fund
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO GNMA Fund
PIMCO Global Multi-Asset Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation Response Multi-Asset Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar- Hedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Moderate Duration Fund
PIMCO Money Market Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Mortgage Opportunities Fund
PIMCO Municipal Bond Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO RealPathTMIncome Fund
PIMCO RealPathTM2020 Fund
PIMCO RealPath TM2025 Fund
PIMCO RealPath TM2030 Fund
PIMCO RealPath TM2035 Fund
PIMCO RealPathTM2040 Fund
PIMCO RealPath TM2045 Fund
PIMCO RealPath TM2050 Fund
PIMCO RealPath TM 2055 Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Treasury Money Market Fund
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
| * | Certain series of the Trust, the Private Account Portfolio Series, will participate in the Meeting pursuant to a separate proxy statement. |
PIMCO FUNDS
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO Floating Income Fund
PIMCO High Yield Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation Response Multi-Asset Fund
PIMCO Long-Term Credit Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO Senior Floating Rate Fund
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the “Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust (each a “Fund,” and collectively, the
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“Funds”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Fund and for each class of each Fund is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Fund’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds, including certain of the Funds, for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Funds (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund, and PIMCO Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Fund, as that term is defined in the Investment
2
Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit Bfor more information regarding the PIMCO Funds of Funds ownership of Fund shares. The PIMCO Funds of Funds will vote any shares of an Underlying PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to the extent the Funds own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Funds will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Funds and other PIMCO-advised funds, the Funds will vote such shares in proportion to the votes of the respective Fund’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Fund’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Fund’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Fund’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
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Shareholders can find important information about the Funds in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of
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no reason why any of the nominees will be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO (7/09-2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
1 Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota Financial Services (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
| Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
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The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
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Trustee and Nominee Ownership of Fund Shares
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Nominee | ||||||
Douglas M. Hodge | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $10,001 - $50,000 | |||||
| PIMCO Global Multi-Asset Fund | Over $100,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Mortgage-Backed Securities Fund | $1 - $10,000 | |||||
| PIMCO Real Return Fund | Over $100,000 | |||||
PIMCO Short Asset Investment Fund | Over $100,000 | |||||
| PIMCO StocksPLUS® Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
Independent Nominees | ||||||
George E. Borst | PIMCO Total Return Fund | Over $100,000 | Over $100,000 | |||
| PIMCO Low Duration Fund | Over $100,000 | |||||
| PIMCO Short Duration Municipal Income Fund | Over $100,000 | |||||
Jennifer Holden Dunbar | None | None | None | |||
Gary F. Kennedy | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
Peter B. McCarthy | None | None | Over $100,000 | |||
Ronald C. Parker | PIMCO Total Return Fund | $10,001 - $50,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
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The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Trustee | ||||||
Brent R. Harris | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO CommodityRealReturn Strategy® Fund | $10,001 - $50,000 | |||||
| PIMCO EM Fundamental IndexPLUS® AR Strategy Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $50,001 - $100,000 | |||||
| PIMCO Foreign Bond Fund (U.S. Dollar-Hedged) | $50,001 - $100,000 | |||||
| PIMCO Fundamental Advantage Absolute Return Strategy Fund | Over $100,000 | |||||
| PIMCO Money Market Fund | Over $100,000 | |||||
| PIMCO Mortgage Opportunities Fund | Over $100,000 | |||||
| PIMCO Real Return Asset Fund | Over $100,000 | |||||
| PIMCO Real Return Fund | $1 - $10,000 | |||||
| PIMCO RealEstateRealReturn Strategy Fund | Over $100,000 | |||||
| PIMCO RealPathTM 2040 Fund | Over $100,000 | |||||
| PIMCO Senior Floating Rate Fund | Over $100,000 | |||||
PIMCO Short Asset Investment Fund | $1 - $10,000 | |||||
| PIMCO StocksPLUS® AR Short Strategy Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
| PIMCO Worldwide Fundamental Advantage AR Strategy Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Independent Trustees | ||||||
E. Philip Cannon | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
PIMCO Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO Income Fund | $10,001 - $50,000 | |||||
J. Michael Hagan | PIMCO All Asset All Authority Fund | Over $100,000 | Over $100,000 | |||
| PIMCO EM Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | Over $100,000 | |||||
| PIMCO Income Fund | Over $100,000 | |||||
| PIMCO International StocksPLUS® AR Strategy Fund (Unhedged) | Over $100,000 | |||||
| PIMCO Small-Cap StocksPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO StocksPLUS® Absolute Return Fund | $50,001 - $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of shares of the Funds, with the exception of the following Funds:
Fund | Class | Percent | ||||||
PIMCO Money Market Fund | Institutional | 6.16 | % | |||||
PIMCO Mortgage Opportunities Fund | Institutional | 1.06 | % | |||||
11
Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Fund Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||
Interested Trustees | ||||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||
Independent Trustees | ||||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||
| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in
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person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Fund or Funds they are writing about, the firm through which they purchased the Fund or Funds, the share class they own (if applicable), and the number of shares held by the shareholder.
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The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Fund or any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Fund, as the full Board’s representative to attend meetings of the Fund’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in
14
the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Fund, the Trust and the Fund Complex.
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors and the full
15
Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each
16
nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on the
17
Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act, that seeks to balance the benefits of the experience and institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
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ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
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Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against any such adjournment. A shareholder vote may be taken prior to any adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Funds’ Shares are set forth inExhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Funds’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
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Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
By Order of the Board of Trustees | ||
| January 29, 2015 | Joshua D. Ratner, Secretary | |
| Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States. |
| Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626. |
21
EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
CommoditiesPLUS® Strategy Fund | A | 7,502,662.072 | 620,804,544.037 | |||||||
| Administrative | 343,775.349 | |||||||||
| C | 2,247,202.529 | |||||||||
| D | 28,198,087.895 | |||||||||
| Institutional | 378,756,468.750 | |||||||||
| P | 203,545,264.021 | |||||||||
| R | 211,083.421 | |||||||||
CommodityRealReturn Strategy Fund® | A | 115,318,909.638 | 2,367,078,777.656 | |||||||
| Administrative | 52,183,601.403 | |||||||||
| B | 1,093,170.123 | |||||||||
| C | 56,897,219.692 | |||||||||
| D | 98,894,606.648 | |||||||||
| Institutional | 1,809,465,799.754 | |||||||||
| P | 222,280,044.325 | |||||||||
| R | 10,945,426.073 | |||||||||
Convertible Fund | A | 5,420,879.440 | 20,474,779.074 | |||||||
| Administrative | 133,469.972 | |||||||||
| C | 4,134,939.473 | |||||||||
| D | 2,650,892.960 | |||||||||
| Institutional | 5,644,938.270 | |||||||||
| P | 2,489,658.959 | |||||||||
Credit Absolute Return Fund | A | 2,343,778.675 | 120,714,270.088 | |||||||
| C | 1,144,132.507 | |||||||||
| D | 2,206,010.507 | |||||||||
| Institutional | 110,460,773.285 | |||||||||
| P | 4,489,789.716 | |||||||||
| R | 69,785.398 | |||||||||
Diversified Income Fund | A | 14,839,475.402 | 250,210,448.761 | |||||||
| Administrative | 1,016,572.184 | |||||||||
| B | 85,458.948 | |||||||||
| C | 11,559,653.776 | |||||||||
| D | 5,168,423.391 | |||||||||
| Institutional | 212,802,774.731 | |||||||||
| P | 4,738,090.329 | |||||||||
A-1
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
Floating Income Fund | A | 22,670,124.373 | 96,263,408.388 | |||||||
| Administrative | 48,216.168 | |||||||||
| C | 15,647,055.492 | |||||||||
| D | 2,620,971.556 | |||||||||
| Institutional | 36,541,700.066 | |||||||||
| P | 18,735,340.733 | |||||||||
High Yield Fund | A | 82,899,289.635 | 1,133,494,715.648 | |||||||
| Administrative | 48,884,152.064 | |||||||||
| B | 192,406.510 | |||||||||
| C | 50,470,184.000 | |||||||||
| D | 43,276,007.033 | |||||||||
| Institutional | 853,205,269.255 | |||||||||
| P | 50,013,919.792 | |||||||||
| R | 4,553,487.359 | |||||||||
High Yield Spectrum Fund | A | 2,075,516.226 | 196,993,173.582 | |||||||
| C | 979,221.846 | |||||||||
| D | 6,442,712.919 | |||||||||
| Institutional | 181,869,185.997 | |||||||||
| P | 5,626,536.594 | |||||||||
Income Fund | A | 420,064,560.493 | 3,251,996,192.067 | |||||||
| Administrative | 17,171,766.413 | |||||||||
| C | 385,473,280.149 | |||||||||
| D | 564,332,243.330 | |||||||||
| Institutional | 1,260,201,050.748 | |||||||||
| P | 597,519,650.330 | |||||||||
| R | 7,233,640.604 | |||||||||
Inflation Response Multi-Asset Fund | A | 1,446,435.054 | 77,554,322.459 | |||||||
| C | 322,943.211 | |||||||||
| D | 1,854,305.383 | |||||||||
| Institutional | 73,667,302.614 | |||||||||
| P | 217,569.858 | |||||||||
| R | 45,766.339 | |||||||||
Long-Term Credit Fund | D | 39,171.927 | 355,198,806.894 | |||||||
| Institutional | 344,091,640.868 | |||||||||
| P | 11,067,994.099 | |||||||||
Real Return Asset Fund | D | 1,818.778 | 98,930,475.182 | |||||||
| Institutional | 98,150,832.707 | |||||||||
| P | 777,823.697 | |||||||||
A-2
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
Real Return Fund | A | 212,283,189.441 | 1,290,180,209.548 | |||||||
| Administrative | 83,950,414.971 | |||||||||
| B | 701,661.344 | |||||||||
| C | 104,787,338.835 | |||||||||
| D | 107,786,202.287 | |||||||||
| Institutional | 664,032,195.528 | |||||||||
| P | 80,502,634.407 | |||||||||
| R | 36,136,572.735 | |||||||||
RealEstateRealReturn Strategy Fund | A | 80,329,141.724 | 705,946,712.946 | |||||||
| B | 192,270.920 | |||||||||
| C | 51,771,841.997 | |||||||||
| D | 69,278,293.429 | |||||||||
| Institutional | 476,202,286.556 | |||||||||
| P | 28,172,878.320 | |||||||||
Senior Floating Rate Fund | A | 10,257,174.424 | 252,749,965.155 | |||||||
| C | 8,149,020.492 | |||||||||
| D | 2,189,635.041 | |||||||||
| Institutional | 229,017,274.483 | |||||||||
| P | 2,617,901.613 | |||||||||
| R | 518,959.102 | |||||||||
A-3
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of a class of the Funds:
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommoditiesPLUS® Strategy Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN: Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 743,439.40 | 9.94 | % | |||||||
| CommoditiesPLUS® Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 975,011.08 | 13.04 | % | |||||||
| CommoditiesPLUS® Strategy Fund | A** | MLPF&S for the sole benefit, of its customers, ATTN: Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 3,548,780.99 | * | 47.46 | % | ||||||
| CommoditiesPLUS® Strategy Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 456,079.05 | 6.10 | % | |||||||
| CommoditiesPLUS® Strategy Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 340,590.31 | * | 99.07 | % | ||||||
B-1
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommoditiesPLUS® Strategy Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN: Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 206,139.34 | 9.20 | % | |||||||
| CommoditiesPLUS® Strategy Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 184,127.93 | 8.22 | % | |||||||
| CommoditiesPLUS® Strategy Fund | C** | MLPF&S for the sole benefit, of its customers, ATTN: Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 364,438.39 | 16.27 | % | |||||||
| CommoditiesPLUS® Strategy Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY11245-0001 | 150,710.05 | 6.73 | % | |||||||
| CommoditiesPLUS® Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 322,154.12 | 14.38 | % | |||||||
| CommoditiesPLUS® Strategy Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 147,584.66 | 6.59 | % | |||||||
B-2
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommoditiesPLUS® Strategy Fund | C** | LPL Financial, a/c XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 188,089.69 | 8.40 | % | |||||||
| CommoditiesPLUS® Strategy Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th FL, Jersey City NJ 07310-2055 | 323,622.51 | 14.45 | % | |||||||
| CommoditiesPLUS® Strategy Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 8,340,262.91 | * | 30.20 | % | ||||||
| CommoditiesPLUS® Strategy Fund | D** | Charles Schwab & Co Inc, special custody acct FBO customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 16,596,813.41 | * | 60.09 | % | ||||||
| CommoditiesPLUS® Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO all asset all authority fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 117,871,637.00 | * | 31.60 | % | ||||||
B-3
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommoditiesPLUS® Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO all asset fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 124,882,375.80 | * | 33.48 | % | ||||||
| CommoditiesPLUS® Strategy Fund | Institutional** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole, benefit of its customers, ATTN: Service Team, 4800 Deer Lake Drive East 3rd FL, Jacksonville FL 32246-6484 | 19,302,135.41 | 5.18 | % | |||||||
| CommoditiesPLUS® Strategy Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 20,568,589.75 | 5.51 | % | |||||||
| CommoditiesPLUS® Strategy Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 27,655,008.05 | 7.41 | % | |||||||
| CommoditiesPLUS® Strategy Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 73,189,954.84 | * | 36.46 | % | ||||||
| CommoditiesPLUS® Strategy Fund | R** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 30,980.16 | 14.68 | % | |||||||
B-4
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommoditiesPLUS® Strategy Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or cust, FBO PLIC various retirement plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 54,370.01 | * | 25.76 | % | ||||||
| CommoditiesPLUS® Strategy Fund | R** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 30,382.82 | 14.39 | % | |||||||
| CommodityRealReturn Strategy Fund® | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 6,135,086.86 | 5.32 | % | |||||||
| CommodityRealReturn Strategy Fund® | A** | American Enterprise Investment SVC, FBO #xxxxxxxx, 707 2nd Ave South Minneapolis MN 55402-2405 | 7,020,457.12 | 6.09 | % | |||||||
| CommodityRealReturn Strategy Fund® | A** | First Clearing LLC, Special Custody Acct for the, exclusive benefit of customer, 2801 Market St, Saint Louis MO63103-2523 | 7,193,240.85 | 6.24 | % | |||||||
| CommodityRealReturn Strategy Fund® | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 14,276,031.70 | 12.38 | % | |||||||
| CommodityRealReturn Strategy Fund® | A** | MLPF&S for the sole benefit, of its customers, ATTN Fund ADMN/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 14,508,664.50 | 12.59 | % | |||||||
B-5
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept xth floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 11,740,366.59 | 10.18 | % | |||||||
| CommodityRealReturn Strategy Fund® | Administrative** | Unified Trust Company NA, ATTN Christina Wise-Redmon, 2353 Alexandria Dr Ste 100, Lexington KY 40504-3208 | 5,890,321.76 | 11.36 | % | |||||||
| CommodityRealReturn Strategy Fund® | Administrative** | Charles Schwab & Co Special Custody, Acct For Exclusive Benefit of our, Customers, ATTN: Carol Wu/Mutual Fund Ops, 211 Main St, San Francisco CA 94105-1905 | 3,760,106.29 | 7.25 | % | |||||||
| CommodityRealReturn Strategy Fund® | Administrative** | Bnym Is Trust CO FBO Wrap Clients, 760 Moore Rd, Ms 19k-1a08, Kng Of Prussa PA19406-1212 | 21,732,911.47 | * | 41.90 | % | ||||||
| CommodityRealReturn Strategy Fund® | Administrative** | John Hancock Life Ins Co (USA), ATTN Liz Seeley,Rps-Trading OpsSt-4, 601 Congress St, Boston MA02210-2805 | 2,836,706.30 | 5.47 | % | |||||||
B-6
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 6,720,682.09 | 12.96 | % | |||||||
| CommodityRealReturn Strategy Fund® | B** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 122,444.10 | 11.21 | % | |||||||
| CommodityRealReturn Strategy Fund® | B** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 64,207.12 | 5.88 | % | |||||||
| CommodityRealReturn Strategy Fund® | B** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 231,820.37 | 21.22 | % | |||||||
| CommodityRealReturn Strategy Fund® | B** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 55,856.42 | 5.11 | % | |||||||
| CommodityRealReturn Strategy Fund® | B** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 160,668.68 | 14.71 | % | |||||||
B-7
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | B** | MLPF&S For The Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 124427.471 | 11.39 | % | |||||||
| CommodityRealReturn Strategy Fund® | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 3,595,414.54 | 6.31 | % | |||||||
| CommodityRealReturn Strategy Fund® | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 5,101,098.47 | 8.95 | % | |||||||
| CommodityRealReturn Strategy Fund® | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 9,711,992.68 | 17.04 | % | |||||||
| CommodityRealReturn Strategy Fund® | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO63103-2523 | 7,320,688.74 | 12.84 | % | |||||||
| CommodityRealReturn Strategy Fund® | C** | MLPF&S For the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 12,247,530.40 | 21.49 | % | |||||||
B-8
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055, | 3,702,886.28 | 6.50 | % | |||||||
| CommodityRealReturn Strategy Fund® | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 4,167,148.58 | 7.31 | % | |||||||
| CommodityRealReturn Strategy Fund® | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 37,459,339.81 | * | 38.10 | % | ||||||
| CommodityRealReturn Strategy Fund® | D** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 5,476,115.89 | 5.57 | % | |||||||
| CommodityRealReturn Strategy Fund® | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 35,305,319.89 | * | 35.91 | % | ||||||
| CommodityRealReturn Strategy Fund® | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 8,100,912.13 | 8.24 | % | |||||||
B-9
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 145,522,649.80 | 8.09 | % | |||||||
| CommodityRealReturn Strategy Fund® | Institutional** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 268,780,630.40 | 14.94 | % | |||||||
| CommodityRealReturn Strategy Fund® | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 269,880,300.10 | 15.00 | % | |||||||
| CommodityRealReturn Strategy Fund® | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 267,551,310.90 | 14.88 | % | |||||||
| CommodityRealReturn Strategy Fund® | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 277,924,349.20 | 15.45 | % | |||||||
B-10
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 50,837,951.61 | 22.95 | % | |||||||
| CommodityRealReturn Strategy Fund® | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 78,752,733.81 | * | 35.55 | % | ||||||
| CommodityRealReturn Strategy Fund® | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 21,230,118.45 | 9.58 | % | |||||||
| CommodityRealReturn Strategy Fund® | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 30,103,241.53 | 13.59 | % | |||||||
| CommodityRealReturn Strategy Fund® | P** | Lpl Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 12,638,986.72 | 5.70 | % | |||||||
| CommodityRealReturn Strategy Fund® | R** | Sammons Financial Network, 5801 SW 6th Ave, Topeka KS 66636-1001 | 3,335,657.67 | * | 30.48 | % | ||||||
| CommodityRealReturn Strategy Fund® | R** | Voya Institutional Trust Company, 1 Orange Way, WindsorCT 06095-4773 | 868,697.26 | 7.94 | % | |||||||
B-11
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| CommodityRealReturn Strategy Fund® | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 821,477.25 | 7.51 | % | |||||||
| CommodityRealReturn Strategy Fund® | R** | ING Life Insurance & Annuity Co, 151 Farmington Ave, HartfordCT 06156-0001 | 2,839,910.98 | * | 25.95 | % | ||||||
| CommodityRealReturn Strategy Fund® | R | PIMS/Prudential Retirement, As Nominee for the TTEE/Cust PL XXX, City Of Jersey City, 1 Journal Square Plz Ste 3 Fl 3, Jersey City NJ 07306-4004 | 592,846.50 | 5.42 | % | |||||||
Convertible Fund | A** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 689,727.46 | 12.75 | % | |||||||
Convertible Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 768,613.54 | 14.21 | % | |||||||
Convertible Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,183,279.10 | 21.87 | % | |||||||
B-12
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Convertible Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 601,585.90 | 11.12 | % | |||||||
Convertible Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 434,197.92 | 8.02 | % | |||||||
Convertible Fund | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 489,456.16 | 9.05 | % | |||||||
Convertible Fund | Administrative** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 19,770.99 | 14.87 | % | |||||||
Convertible Fund | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 91,048.14 | * | 68.49 | % | ||||||
Convertible Fund | Administrative** | Great West Trust CO LLC, FBO Recordkeeping for Various, Benefit PL Omniputnam, c/o Mutual Fund Trading, 8525 E Orchard Rd, Greenwood Vlg CO 80111-5002 | 18,669.46 | 14.04 | % | |||||||
B-13
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Convertible Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 691,144.26 | 16.67 | % | |||||||
Convertible Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 436,077.97 | 10.52 | % | |||||||
Convertible Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 441,245.42 | 10.64 | % | |||||||
Convertible Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 233,887.60 | 5.64 | % | |||||||
Convertible Fund | C** | LPL FINANCIAL, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,587,228.38 | * | 38.28 | % | ||||||
Convertible Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 974,929.38 | * | 36.80 | % | ||||||
Convertible Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 905,815.72 | * | 34.19 | % | ||||||
B-14
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Convertible Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 558,791.83 | 21.09 | % | |||||||
Convertible Fund | D** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 163,828.76 | 6.18 | % | |||||||
Convertible Fund | Institutional** | Charles Schwab & Co Inc, Sepcial Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 1,065,126.34 | 18.89 | % | |||||||
Convertible Fund | Institutional** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 1,522,537.46 | * | 27.01 | % | ||||||
Convertible Fund | Institutional** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 848,160.33 | 15.04 | % | |||||||
Convertible Fund | Institutional** | Foliofn Investments Inc, 8180 Greensboro Dr Ste 800 Fl 8, Mclean VA22102-3865 | 854,399.37 | 15.16 | % | |||||||
B-15
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Convertible Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 486,371.63 | 8.63 | % | |||||||
Convertible Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 398,235.31 | 7.06 | % | |||||||
Convertible Fund | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 796,727.39 | * | 32.22 | % | ||||||
Convertible Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 177,345.40 | 7.17 | % | |||||||
Convertible Fund | P** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 512,333.84 | 20.72 | % | |||||||
Convertible Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 835,780.17 | * | 33.80 | % | ||||||
B-16
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Credit Absolute Return Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 264,575.07 | 11.30 | % | |||||||
| Credit Absolute Return Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 134,493.45 | 5.75 | % | |||||||
| Credit Absolute Return Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 206,122.91 | 8.81 | % | |||||||
| Credit Absolute Return Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 256,807.64 | 10.97 | % | |||||||
| Credit Absolute Return Fund | A** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 241,657.48 | 10.32 | % | |||||||
| Credit Absolute Return Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 388,427.09 | 16.59 | % | |||||||
B-17
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Credit Absolute Return Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 419,469.71 | 17.92 | % | |||||||
| Credit Absolute Return Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 214,117.11 | 18.76 | % | |||||||
| Credit Absolute Return Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 132,175.24 | 11.58 | % | |||||||
| Credit Absolute Return Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 253,582.70 | 22.22 | % | |||||||
| Credit Absolute Return Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 94,824.94 | 8.31 | % | |||||||
| Credit Absolute Return Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 156,781.69 | 13.74 | % | |||||||
| Credit Absolute Return Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,520,337.87 | * | 69.40 | % | ||||||
B-18
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Credit Absolute Return Fund | D** | Charles Schwab & Co Inc, Special Custody Accounts, FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 314,082.85 | 14.34 | % | |||||||
| Credit Absolute Return Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit Of Our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 7,110,214.99 | 6.54 | % | |||||||
| Credit Absolute Return Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 23,969,153.40 | 22.06 | % | |||||||
| Credit Absolute Return Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 21,473,272.55 | 19.76 | % | |||||||
| Credit Absolute Return Fund | Institutional | Northern Trust As Cust FBO, St Joseph Health System A/C XXXXXXX, PO BOX 92956, Chicago IL 60675-2956 | 5,742,720.84 | 5.28 | % | |||||||
B-19
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Credit Absolute Return Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 22,287,042.72 | 20.51 | % | |||||||
| Credit Absolute Return Fund | Institutional | OP&F-PIMCO Fixed Income, 140 East Town St, Columbus OH 43215-5125 | 5,735,799.79 | 5.28 | % | |||||||
| Credit Absolute Return Fund | Institutional | TTSTC-TWDB, 208 E 10th St Fourth Fl, Austin TX78701-2407 | 15,118,504.15 | 13.91 | % | |||||||
| Credit Absolute Return Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ 07310-2055 | 819,876.33 | 18.45 | % | |||||||
| Credit Absolute Return Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 474,605.26 | 10.68 | % | |||||||
| Credit Absolute Return Fund | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 265,008.81 | 5.96 | % | |||||||
| Credit Absolute Return Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,841,666.57 | * | 41.45 | % | ||||||
B-20
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Credit Absolute Return Fund | P** | Stifel Nicolaus & Co Inc, 501 North Broadway, Saint Louis MO63102-2188 | 305,334.36 | 6.87 | % | |||||||
| Credit Absolute Return Fund | R** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 12,072.01 | 17.30 | % | |||||||
| Credit Absolute Return Fund | R | Camtru LLC, 525 Water Street, 2nd Floor, Port Huron MI 48060-5434 | 54,047.02 | * | 77.45 | % | ||||||
| Diversified Income Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 979,303.89 | 6.58 | % | |||||||
| Diversified Income Fund | A** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,178,945.56 | 7.92 | % | |||||||
| Diversified Income Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 1,612,840.46 | 10.84 | % | |||||||
| Diversified Income Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,123,612.12 | 20.99 | % | |||||||
B-21
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Diversified Income Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,775,840.81 | 11.94 | % | |||||||
| Diversified Income Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,366,286.32 | 9.18 | % | |||||||
| Diversified Income Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 181,565.43 | 17.78 | % | |||||||
| Diversified Income Fund | Administrative** | Vanguard Fiduciary Trust Co, 100 Vanguard BlvdVm-613, Outside Funds, Malvern PA19355-2331 | 307,345.22 | * | 30.10 | % | ||||||
| Diversified Income Fund | Administrative** | FIIOC FBO, Marco Inc Xxxxx, 100 Magellan Way # KW1C, Covington KY 41015-1987 | 52,595.04 | 5.15 | % | |||||||
| Diversified Income Fund | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 110,023.94 | 10.78 | % | |||||||
B-22
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Diversified Income Fund | Administrative** | Great West Trust Co LLC, FBO Recordkeeping For Various, Benefit PL Omniputnam, C/O Mutual Fund Trading, 8525 E Orchard Rd, Greenwood Vlg CO 80111-5002 | 104,723.43 | 10.26 | % | |||||||
| Diversified Income Fund | Administrative** | T Rowe Price Trust Co TTEE FBO, Retirement Plan Clients, ATTN Asset Reconciliation, PO Box 17215, Baltimore MD 21297-1215 | 107,157.03 | 10.49 | % | |||||||
| Diversified Income Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 36,492.67 | * | 42.60 | % | ||||||
| Diversified Income Fund | B** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO63103-2523 | 29,005.95 | * | 33.86 | % | ||||||
| Diversified Income Fund | B | Steven L Gibbone &, Veronica R Gibbone JTWROS, 1214 South 11th St Suite 300, Philadelphia PA 19147-5017 | 5,747.28 | 6.71 | % | |||||||
| Diversified Income Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 698,278.76 | 6.01 | % | |||||||
B-23
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Diversified Income Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,634,575.00 | 14.07 | % | |||||||
| Diversified Income Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 760,133.42 | 6.54 | % | |||||||
| Diversified Income Fund | C** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 625,424.54 | 5.38 | % | |||||||
| Diversified Income Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 2,184,668.37 | 18.81 | % | |||||||
| Diversified Income Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 755,980.54 | 6.51 | % | |||||||
B-24
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Diversified Income Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,200,392.97 | 10.33 | % | |||||||
| Diversified Income Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 624,791.99 | 5.38 | % | |||||||
| Diversified Income Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,352,509.99 | 11.64 | % | |||||||
| Diversified Income Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 1,490,951.80 | * | 28.81 | % | ||||||
| Diversified Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, Attn: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,435,027.36 | * | 47.05 | % | ||||||
| Diversified Income Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 539,028.80 | 10.41 | % | |||||||
B-25
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Diversified Income Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 31,284,833.37 | 14.65 | % | |||||||
| Diversified Income Fund | Institutional | Mac & Co A/C CYBFDFXXXXX, ATTN Mutual Fund Ops, PO Box 3198, Pittsburgh PA15230-3198 | 18,080,861.54 | 8.47 | % | |||||||
| Diversified Income Fund | Institutional** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 53,647,105.12 | * | 25.12 | % | ||||||
| Diversified Income Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 11,486,426.14 | 5.38 | % | |||||||
| Diversified Income Fund | P** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 542,889.88 | 11.45 | % | |||||||
| Diversified Income Fund | P** | Lpl Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,019,133.95 | 21.49 | % | |||||||
B-26
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Diversified Income Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,044,671.53 | 22.03 | % | |||||||
| Diversified Income Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,074,527.23 | 22.66 | % | |||||||
| Diversified Income Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 665,823.46 | 14.04 | % | |||||||
| Floating Income Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 2,097,291.23 | 9.21 | % | |||||||
Floating Income Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,636,235.15 | 7.18 | % | |||||||
Floating Income Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,723,861.69 | 11.96 | % | |||||||
B-27
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Floating Income Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 1,712,975.41 | 7.52 | % | |||||||
Floating Income Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 4,461,145.94 | 19.58 | % | |||||||
Floating Income Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 3,484,229.30 | 15.29 | % | |||||||
Floating Income Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,871,502.49 | 8.22 | % | |||||||
Floating Income Fund | Administrative** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,940.04 | 8.13 | % | |||||||
Floating Income Fund | Administrative** | Vanguard Marketing Corporation, 100 Vanguard Blvd, Malvern PA19355-2331 | 13,837.31 | * | 28.54 | % | ||||||
Floating Income Fund | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 5,459.97 | 11.26 | % | |||||||
Floating Income Fund | Administrative** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 5,275.19 | 10.88 | % | |||||||
B-28
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Floating Income Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 19,499.39 | * | 40.22 | % | ||||||
Floating Income Fund | C** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY11245-0001 | 844,356.13 | 5.38 | % | |||||||
Floating Income Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,968,950.66 | 12.55 | % | |||||||
Floating Income Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 2,719,512.04 | 17.34 | % | |||||||
Floating Income Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,208,302.24 | 7.70 | % | |||||||
Floating Income Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 2,035,160.63 | 12.98 | % | |||||||
B-29
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Floating Income Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,046,840.44 | 6.67 | % | |||||||
Floating Income Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,786,785.57 | 11.39 | % | |||||||
Floating Income Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,327,568.91 | 8.46 | % | |||||||
Floating Income Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 209,363.77 | 8.08 | % | |||||||
Floating Income Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 269,604.36 | 10.40 | % | |||||||
Floating Income Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 1,154,040.56 | * | 44.53 | % | ||||||
B-30
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Floating Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 532,457.46 | 20.55 | % | |||||||
Floating Income Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 3,140,911.06 | 8.58 | % | |||||||
Floating Income Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 2,277,470.67 | 6.22 | % | |||||||
Floating Income Fund | Institutional | University Of Maine System, ATTN Mary Allen, 16 Central St, Bangor ME04401-5106 | 2,489,413.50 | 6.80 | % | |||||||
Floating Income Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account For The, Exclusive Benefit Of Our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 8,838,683.34 | 24.14 | % | |||||||
B-31
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Floating Income Fund | Institutional | SG Americas Securities LLC, SG NY Branch FBO SGAIH Inc, ATTN: Marissa Tai, 245 Park Ave, New York NY 10167-0002 | 2,091,531.40 | 5.71 | % | |||||||
Floating Income Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 14,210,051.56 | * | 75.94 | % | ||||||
Floating Income Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,300,000.03 | 6.95 | % | |||||||
Floating Income Fund | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 1,053,330.10 | 5.63 | % | |||||||
High Yield Fund | A ** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 6,350,411.82 | 7.63 | % | |||||||
High Yield Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 8,969,903.83 | 10.77 | % | |||||||
High Yield Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 10,493,448.77 | 12.60 | % | |||||||
B-32
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
High Yield Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 4,480,815.67 | 5.38 | % | |||||||
High Yield Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 7,323,686.96 | 8.79 | % | |||||||
High Yield Fund | A** | MLPF&S for the sole benefit, of its customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 7,636,711.60 | 9.17 | % | |||||||
High Yield Fund | Administrative** | Vantage Trust-Nav, ATTN: Outside Mutual Funds Group, 777 N Capitol St Ne Ste 600, Washington DC 20002-4290 | 13,076,022.09 | * | 26.61 | % | ||||||
High Yield Fund | Administrative** | Vantage Trust-Unitized, ATTN: Outside Mutual Funds Group, 777 N Capitol St NE Ste 600, Washington DC 20002-4290 | 9,845,117.83 | 20.04 | % | |||||||
High Yield Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 13,772,856.61 | * | 28.03 | % | ||||||
B-33
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
High Yield Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 15,847.39 | 8.13 | % | |||||||
High Yield Fund | B** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 117,716.91 | * | 60.36 | % | ||||||
High Yield Fund | B** | First Clearing LLC, SPECIAL Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 22,935.35 | 11.76 | % | |||||||
High Yield Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 3,848,193.97 | 7.60 | % | |||||||
High Yield Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 10,043,650.59 | 19.83 | % | |||||||
High Yield Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 4,817,318.63 | 9.51 | % | |||||||
High Yield Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 6,166,297.55 | 12.17 | % | |||||||
B-34
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
High Yield Fund | C** | Raymond James, Omnibus fFor Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 2,766,452.10 | 5.46 | % | |||||||
High Yield Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 7,443,816.23 | 14.70 | % | |||||||
High Yield Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 3,793,141.21 | 7.49 | % | |||||||
High Yield Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 20,686,938.70 | * | 47.73 | % | ||||||
High Yield Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,326,388.40 | 7.67 | % | |||||||
High Yield Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 12,534,483.04 | * | 28.92 | % | ||||||
B-35
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
High Yield Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 244,269,716.60 | * | 28.65 | % | ||||||
High Yield Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 90,399,746.14 | 10.60 | % | |||||||
High Yield Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 100,598,558.30 | 11.80 | % | |||||||
High Yield Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 51,175,908.34 | 6.00 | % | |||||||
High Yield Fund | Institutional** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole, Benefit of its Customers, ATTN: Service Team, 4800 Deer Lake Drive East 3rd Fl, Jacksonville FL 32246-6484 | 75,826,335.23 | 8.89 | % | |||||||
B-36
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
High Yield Fund | P** | Stifel Nicolaus & Co Inc, 501 North Broadway, Saint Louis MO63102-2188 | 4,736,734.97 | 9.46 | % | |||||||
High Yield Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 3,578,797.33 | 7.15 | % | |||||||
High Yield Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 10,359,565.59 | 20.68 | % | |||||||
High Yield Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 11,003,291.82 | 21.97 | % | |||||||
High Yield Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 10,049,803.74 | 20.06 | % | |||||||
High Yield Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,192,335.19 | 6.37 | % | |||||||
High Yield Fund | R** | Massachusettes Mutual, Life Insurance Co, 1295 State Street MIP N255, Springfield MA 01111-0001 | 281,698.53 | 6.17 | % | |||||||
B-37
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
High Yield Fund | R | American United Insurance Co TTEE, Unit Investment Trust, PO Box 368, Indianapolis IN 46206-0368 | 327,625.85 | 7.17 | % | |||||||
High Yield Fund | R | American United Insurance Co TTEE, Group Retirement Annuity, PO Box 368, Indianapolis IN 46206-0368 | 1,060,467.04 | 23.21 | % | |||||||
High Yield Fund | R** | Sammons Financial Network, 5801 SW 6th Ave, Topeka KS 66636-1001 | 855,385.50 | 18.72 | % | |||||||
High Yield Fund | R | ATTN NPIO Trade Desk, Dcgt as TTEE And/Or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 238,529.42 | 5.22 | % | |||||||
| High Yield Spectrum Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 282,218.30 | 13.55 | % | |||||||
| High Yield Spectrum Fund | A** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY11245-0001 | 136,633.71 | 6.56 | % | |||||||
| High Yield Spectrum Fund | A** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 110,806.97 | 5.32 | % | |||||||
B-38
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| High Yield Spectrum Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 259,158.60 | 12.44 | % | |||||||
| High Yield Spectrum Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 479,854.95 | 23.03 | % | |||||||
| High Yield Spectrum Fund | A** | Trust Company Of America, FBO #XXX, PO Box 6503, Englewood CO 80155-6503 | 260,573.04 | 12.51 | % | |||||||
| High Yield Spectrum Fund | C** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, Omnibus, ATTN Mutual Fund OPS Manager, 510 Marquette Ave S, Minneapolis MN 55402-1110 | 52,749.66 | 5.35 | % | |||||||
| High Yield Spectrum Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 100,355.10 | 10.18 | % | |||||||
| High Yield Spectrum Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 174,194.84 | 17.67 | % | |||||||
B-39
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| High Yield Spectrum Fund | C** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY11245-0001 | 104,361.16 | 10.59 | % | |||||||
| High Yield Spectrum Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 96,029.05 | 9.74 | % | |||||||
| High Yield Spectrum Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 202,723.08 | 20.57 | % | |||||||
| High Yield Spectrum Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 51,799.75 | 5.25 | % | |||||||
| High Yield Spectrum Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 763,377.87 | 11.86 | % | |||||||
B-40
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| High Yield Spectrum Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 5,115,178.09 | * | 79.48 | % | ||||||
| High Yield Spectrum Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 83,834,547.14 | * | 45.85 | % | ||||||
| High Yield Spectrum Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 90,194,618.83 | * | 49.33 | % | ||||||
| High Yield Spectrum Fund | P** | LPL Financial, a/c XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 446,542.31 | 7.93 | % | |||||||
| High Yield Spectrum Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 5,121,827.69 | * | 90.98 | % | ||||||
B-41
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Income Fund | P** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 DEER Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 30,979,184.63 | 7.35 | % | |||||||
Income Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 66,401,609.17 | 15.75 | % | |||||||
Income Fund | P** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 85,521,032.76 | 20.29 | % | |||||||
Income Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 24,564,476.06 | 5.83 | % | |||||||
Income Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 35,671,525.55 | 8.46 | % | |||||||
Income Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 54,227,596.21 | 12.87 | % | |||||||
Income Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 22,850,062.89 | 5.42 | % | |||||||
B-42
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Income Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 3,056,817.91 | 17.78 | % | |||||||
Income Fund | Administrative** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 872,796.54 | 5.08 | % | |||||||
Income Fund | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 1,505,712.61 | 8.76 | % | |||||||
Income Fund | Administrative** | Assetmark Trust Company FBO, Assetmark Inc & Mutual Clients &, FBO other Custodial Clients, 3200 N Central Ave Fl 7, Phoenix AZ85012-2468 | 8,518,618.92 | * | 49.54 | % | ||||||
Income Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 30,027,984.79 | 7.77 | % | |||||||
Income Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 20,934,214.96 | 5.42 | % | |||||||
B-43
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Income Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 29,108,042.88 | 7.53 | % | |||||||
Income Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 41,999,423.18 | 10.87 | % | |||||||
Income Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 19,756,128.41 | 5.11 | % | |||||||
Income Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 48,882,528.28 | 12.65 | % | |||||||
Income Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 49,135,242.66 | 12.72 | % | |||||||
Income Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 66,388,532.59 | 17.18 | % | |||||||
B-44
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 222,076,295.70 | * | 39.26 | % | ||||||
Income Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 254,968,669.00 | * | 45.07 | % | ||||||
Income Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 31,557,353.23 | 5.58 | % | |||||||
Income Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account For The, Exclusive Benefit Of Our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA94105-1905 | 256,321,934.50 | 20.28 | % | |||||||
Income Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, Attn: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 195,102,331.90 | 15.44 | % | |||||||
Income Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 85,113,056.05 | 6.73 | % | |||||||
B-45
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Income Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 157,328,363.10 | 12.45 | % | |||||||
Income Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 119,050,814.90 | 9.42 | % | |||||||
Income Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City Nj 07399-0002 | 86,673,301.30 | 14.46 | % | |||||||
Income Fund | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 112,183,172.10 | 18.72 | % | |||||||
Income Fund | P** | Raymond James, Omnibus for Mutual Funds, House Acct Firm Xxxxx, Attn Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 31,949,699.47 | 5.33 | % | |||||||
Income Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 108,289,572.10 | 18.07 | % | |||||||
B-46
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Income Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 82,716,625.74 | 13.80 | % | |||||||
Income Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 65,262,835.50 | 10.89 | % | |||||||
Income Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 74,286,566.12 | 12.40 | % | |||||||
Income Fund | R | ATTN NPIO Trade Desk, Dcgt As Ttee And/Or Cust, Fbo Plic Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 2,471,983.51 | * | 34.05 | % | ||||||
Income Fund | R** | SAMMONS Financial Network, 5801 SW 6th Ave, Topeka KS66636-1001 | 2,164,261.49 | * | 29.81 | % | ||||||
| Inflation Response Multi-Asset Fund | A** | Edward D Jones & Co, for the Benefit of Customers, Xxxxx Manchester Rd, Saint Louis MO63131-3729 | 92,270.30 | 6.39 | % | |||||||
| Inflation Response Multi-Asset Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 208,670.20 | 14.46 | % | |||||||
B-47
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Inflation Response Multi-Asset Fund | A** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 211,312.04 | 14.65 | % | |||||||
| Inflation Response Multi-Asset Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 535,318.00 | * | 37.10 | % | ||||||
| Inflation Response Multi-Asset Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 122,175.29 | 8.47 | % | |||||||
| Inflation Response Multi-Asset Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 95,151.91 | * | 29.46 | % | ||||||
| Inflation Response Multi-Asset Fund | C** | LPL Financial, A/C Xxxx-Xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 34,239.66 | 10.60 | % | |||||||
| Inflation Response Multi-Asset Fund | C** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 25,611.71 | 7.93 | % | |||||||
B-48
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Inflation Response Multi-Asset Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 61,392.16 | 19.01 | % | |||||||
| Inflation Response Multi-Asset Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 335,019.69 | 18.37 | % | |||||||
| Inflation Response Multi-Asset Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO CUSTOMERS, Attn Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 1,354,130.16 | * | 74.23 | % | ||||||
| Inflation Response Multi-Asset Fund | Institutional | Western Metal Industry Pension Fund, PO Box 12068, Seattle WA98102-0068 | 5,223,193.91 | 7.10 | % | |||||||
| Inflation Response Multi-Asset Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 16,169,435.75 | 21.97 | % | |||||||
B-49
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Inflation Response Multi-Asset Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 5,160,428.92 | 7.01 | % | |||||||
| Inflation Response Multi-Asset Fund | Institutional | Mac & Co A/C Semfxxxxxxx, ATTN Mutual Fund Ops, PO Box 3198, 525 William Penn Place, Pittsburgh PA 15230-3198 | 18,084,346.31 | 24.57 | % | |||||||
| Inflation Response Multi-Asset Fund | Institutional | Wells Fargo Bank NA FBO, CIC—Forest Products—Real Return, PO Box 1533, Minneapolis MN 55480-1533 | 3,741,486.33 | 5.08 | % | |||||||
| Inflation Response Multi-Asset Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1102 | 47,344.62 | 22.89 | % | |||||||
| Inflation Response Multi-Asset Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 141,069.91 | * | 68.21 | % | ||||||
| Inflation Response Multi-Asset Fund | R** | Sammons Financial Network, 5801 Sw 6th Ave, Topeka KS 66636-1001 | 44,063.18 | * | 96.28 | % | ||||||
B-50
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Long-term Credit Fund | D | Matrix Trust Company Cust FBO, Kades-Margolis Ira MBD, 717 17thStreet Suite 1300, Denver CO 80202-3304 | 6,852.01 | 17.42 | % | |||||||
Long-term Credit Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 5,604.92 | 14.25 | % | |||||||
Long-term Credit Fund | D | Matrix Trust Company As Agent For, County Bank FBO, GWN, 717 17th Street Suite 1300, Denver Co 80202-3304 | 8,443.30 | 21.47 | % | |||||||
Long-term Credit Fund | D | Matrix Trust Company Cust FBO, Kades-Margolis XXXB MBD, 717 17th Street Suite 1300, Denver CO 80202-3304 | 6,303.96 | 16.03 | % | |||||||
Long-term Credit Fund | D | Matrix Trust Company As Agent For, County Bank FBO, GWN, 717 17th Street Suite 1300, Denver CO 80202-3304 | 10,906.31 | * | 27.73 | % | ||||||
Long-term Credit Fund | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct Reinv/Reinv, 733 Marquette Ave South, Minneapolis MN 55479-0001 | 25,309,124.71 | 7.33 | % | |||||||
B-51
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Long-term Credit Fund | Institutional | JPM A/C XXXXX As Directed Ttee For, The Ernst & Young Def Bene Ret Pl, Tr Fund Acct, Attn Total Rewards-Benefits, 200 Plaza Dr Ste 2, Secaucus NJ 07094-3607 | 18,797,616.12 | 5.44 | % | |||||||
Long-term Credit Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 23,853,459.36 | 6.91 | % | |||||||
Long-term Credit Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 46,755,702.66 | 13.54 | % | |||||||
Long-term Credit Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 102,758,931.50* | 29.76 | % | |||||||
Long-term Credit Fund | Institutional** | Massachusetts Mutual Insurance, Company, ATTN RS Funds Operations MIP XXXX, 1295 State St, Springfield MA 01111-0001 | 18,025,170.32 | 5.22 | % | |||||||
B-52
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Long-term Credit Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 11,008,204.48 | * | 99.46 | % | ||||||
Real Return Fund | A** | Mlpf&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 25,751,922.94 | 12.13 | % | |||||||
Real Return Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 17,467,869.30 | 8.23 | % | |||||||
Real Return Fund | A** | John Hancock Life Ins Co (USA), ATTN Liz Seeley, RPS-Trading OPS St-4, 601 Congress St, BostonMA 02210-2805 | 18,017,924.78 | 8.49 | % | |||||||
Real Return Fund | A** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 10,908,063.74 | 5.14 | % | |||||||
Real Return Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 17,869,367.93 | 8.42 | % | |||||||
B-53
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Real Return Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 20,065,926.14 | 23.89 | % | |||||||
Real Return Fund | Administrative** | Great West Fund Inc, 8515 E Orchard 2T2, Greenwood Village CO 80111-5002 | 21,762,144.79 | * | 25.91 | % | ||||||
Real Return Fund | Administrative** | Great-West Trust Company LLC TTEE F, Employee Benefits Clients XXXK, 8515 E Orchard Rd 2t2, Greenwood Village CO 80111-5002 | 4,758,382.09 | 5.66 | % | |||||||
Real Return Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 91,643.89 | 13.06 | % | |||||||
Real Return Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 43,373.28 | 6.18 | % | |||||||
Real Return Fund | B** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 363,434.62 | * | 51.80 | % | ||||||
Real Return Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 11,412,358.54 | 10.89 | % | |||||||
B-54
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Real Return Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 8,317,003.67 | 7.94 | % | |||||||
Real Return Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 27,648,051.25 | * | 26.38 | % | ||||||
Real Return Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 7,451,922.31 | 7.11 | % | |||||||
Real Return Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 9,776,026.95 | 9.33 | % | |||||||
Real Return Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, Attn Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 5,935,931.33 | 5.66 | % | |||||||
Real Return Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 15,303,163.04 | 14.60 | % | |||||||
B-55
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Real Return Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 44,644,654.23 | * | 41.42 | % | ||||||
Real Return Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 47,038,583.98 | * | 43.64 | % | ||||||
Real Return Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 39,663,965.06 | 5.99 | % | |||||||
Real Return Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account For The, Exclusive Benefit Of Our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 78,181,377.36 | 11.81 | % | |||||||
Real Return Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 195,455,280.40 | * | 29.52 | % | ||||||
B-56
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Real Return Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 6,956,074.47 | 8.66 | % | |||||||
Real Return Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 6,421,999.64 | 7.99 | % | |||||||
Real Return Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 14,098,555.57 | 17.55 | % | |||||||
Real Return Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For The Sole Benefit Of, Its Customers, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 15,622,849.36 | 19.45 | % | |||||||
Real Return Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 22,766,787.02* | 28.34 | % | |||||||
Real Return Fund | R** | Hartford Life Insurance Co, XXXK Separate Account, PO Box 2999, HartfordCT 06104-2999 | 8,080,162.33 | 22.36 | % | |||||||
Real Return Fund | R** | Sammons Financial Network, 5801 SW 6th Ave, Topeka KS 66636-1001 | 2,065,124.08 | 5.72 | % | |||||||
Real Return Fund | R** | UMB Bank N/A, Fiduciary For Tax Deferred A/C’S, 1 SW Security Benefit PL, Topeka KS 66636-1000 | 3,039,392.99 | 8.41 | % | |||||||
B-57
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
Real Return Fund | R** | ING Life Insurance & Annuity Co, 151 Farmington Ave, Hartford CT 06156-0001 | 3,559,758.54 | 9.85 | % | |||||||
Real Return Fund | R | ATTN NPIO Trade Desk, DCGT As TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 4,155,209.93 | 11.50 | % | |||||||
Real Return Fund | R** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 1,811,986.81 | 5.02 | % | |||||||
| Real Return Asset Fund | D** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,188.88 | * | 65.37 | % | ||||||
| Real Return Asset Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 629.94 | * | 34.63 | % | ||||||
| Real Return Asset Fund | Institutional** | New York Life Trust Co Client Acct, 169 Lackawanna Ave, Parsippany NJ 07054-1007 | 5,413,683.05 | 5.35 | % | |||||||
| Real Return Asset Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon,801 Pennsylvania Ave, Kansas City MO 64105-1307 | 47,497,329.49 | * | 46.90 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Real Return Asset Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 6,366,247.95 | 6.29 | % | |||||||
| Real Return Asset Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 33,115,455.79 | * | 32.70 | % | ||||||
| Real Return Asset Fund | P** | Charles Schwab & Co Inc, Special Custody A/C FBO Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 75,787.46 | 9.74 | % | |||||||
| Real Return Asset Fund | P** | LPL FBO LPL Customers, ATTN Mutual Fund Operations, 1 Beacon St Fl 22, Boston MA 02108-3106 | 483,585.77 | * | 62.15 | % | ||||||
| Real Return Asset Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 68,747.66 | 8.84 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Real Return Asset Fund | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund OPS Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 40,143.38 | 5.16 | % | |||||||
| RealEstateRealReturn Strategy Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 4,871,009.14 | 6.07 | % | |||||||
| RealEstateRealReturn Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 14,324,131.16 | 17.85 | % | |||||||
| RealEstateRealReturn Strategy Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 6,276,306.38 | 7.82 | % | |||||||
| RealEstateRealReturn Strategy Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 5,825,274.59 | 7.26 | % | |||||||
| RealEstateRealReturn Strategy Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 10,237,360.42 | 12.76 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealEstateRealReturn Strategy Fund | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 6,761,355.76 | 8.43 | % | |||||||
| RealEstateRealReturn Strategy Fund | B** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 35,694.03 | 18.54 | % | |||||||
| RealEstateRealReturn Strategy Fund | B | Srinivas P Kadiyala &, Hima B Ravi Jtwros, 3904 76th St, Lubbock TX79423-1118 | 11,113.66 | 5.77 | % | |||||||
| RealEstateRealReturn Strategy Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 41,663.26 | 21.64 | % | |||||||
| RealEstateRealReturn Strategy Fund | B** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 28,320.84 | 14.71 | % | |||||||
| RealEstateRealReturn Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 18,884,673.39 | * | 36.51 | % | ||||||
| RealEstateRealReturn Strategy Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 4,905,808.83 | 9.48 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealEstateRealReturn Strategy Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 4,091,428.51 | 7.91 | % | |||||||
| RealEstateRealReturn Strategy Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 3,255,302.54 | 6.29 | % | |||||||
| RealEstateRealReturn Strategy Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 4,845,161.40 | 9.37 | % | |||||||
| RealEstateRealReturn Strategy Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 40,482,231.21 | * | 58.63 | % | ||||||
| RealEstateRealReturn Strategy Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 5,032,634.63 | 7.29 | % | |||||||
| RealEstateRealReturn Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 14,117,900.37 | 20.45 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealEstateRealReturn Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 229,367,158.80 | * | 48.72 | % | ||||||
| RealEstateRealReturn Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 138,538,282.70 | * | 29.43 | % | ||||||
| RealEstateRealReturn Strategy Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 43,514,678.71 | 9.24 | % | |||||||
| RealEstateRealReturn Strategy Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 2,767,278.01 | 10.07 | % | |||||||
| RealEstateRealReturn Strategy Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 3,629,459.64 | 13.21 | % | |||||||
| RealEstateRealReturn Strategy Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 5,300,271.78 | 19.29 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| RealEstateRealReturn Strategy Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ 07310-2055 | 5,127,946.18 | 18.66 | % | |||||||
| RealEstateRealReturn Strategy Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 4,762,944.76 | 17.34 | % | |||||||
| RealEstateRealReturn Strategy Fund | P** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,453,854.52 | 5.29 | % | |||||||
| RealEstateRealReturn Strategy Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,828,823.25 | 6.66 | % | |||||||
| Senior Floating Rate Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,780,753.89 | 17.38 | % | |||||||
| Senior Floating Rate Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 801,490.65 | 7.82 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Senior Floating Rate Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9thFl, Jersey City NJ 07310-2055 | 687,493.23 | 6.71 | % | |||||||
| Senior Floating Rate Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 2,503,676.70 | 24.43 | % | |||||||
| Senior Floating Rate Fund | A** | Edward D Jones & Co, for The Benefit Of Customers, XXXXX Manchester Rd, Saint Louis MO 63131-3729 | 628,219.53 | 6.13 | % | |||||||
| Senior Floating Rate Fund | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 567,811.61 | 5.54 | % | |||||||
| Senior Floating Rate Fund | A** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg Fl 33716-1100 | 593,841.39 | 5.79 | % | |||||||
| Senior Floating Rate Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,150,342.13 | 14.06 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Senior Floating Rate Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,006,613.30 | 12.30 | % | |||||||
| Senior Floating Rate Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 595,353.57 | 7.28 | % | |||||||
| Senior Floating Rate Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 2,492,368.63 | * | 30.46 | % | ||||||
| Senior Floating Rate Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 435,684.91 | 5.32 | % | |||||||
| Senior Floating Rate Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 645,919.44 | * | 29.46 | % | ||||||
| Senior Floating Rate Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 689,657.57 | * | 31.45 | % | ||||||
| Senior Floating Rate Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 162,475.34 | 7.41 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Senior Floating Rate Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San FranciscoCA 94105-1905 | 398,734.36 | 18.18 | % | |||||||
| Senior Floating Rate Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 119,905,877.60 | * | 52.16 | % | ||||||
| Senior Floating Rate Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 71,977,292.94 | * | 31.31 | % | ||||||
| Senior Floating Rate Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 149,558.18 | 5.73 | % | |||||||
| Senior Floating Rate Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm Xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 349,156.44 | 13.38 | % | |||||||
| Senior Floating Rate Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,012,580.54 | * | 38.81 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Senior Floating Rate Fund | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 401,017.22 | 15.37 | % | |||||||
| Senior Floating Rate Fund | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund OPS Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 153,555.00 | 5.88 | % | |||||||
| Senior Floating Rate Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 328,353.78 | 12.58 | % | |||||||
| Senior Floating Rate Fund | R** | Sammons Financial Network, 5801 SW 6th Ave, Topeka KS 66636-1001 | 496,654.25 | * | 95.34 | % | ||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Fund, and therefore may be presumed to “control” the Funds, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
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EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
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discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
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4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the
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foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
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4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for
Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
| B. | Deadlines and Limitations |
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
| C. | Making a Submission |
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee
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candidate’s qualifications for service on the Board of Trustees as well as any information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an ��interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public Company and Investment Company by Trustee During the Past 5 Years | |||||||
Interested Trustee1 | ||||||||||||
Brent R. Harris (1959) | Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
| 1 | Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public Company and Investment Company Directorships Held by Trustee During the Past 5 Years | |||||||
Independent Trustees | ||||||||||||
E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of Birth and Position | Term of Office and Length | Principal Occupation(s) During Past 5 Years | ||
Peter G. Strelow (1970) President | 01/2015 to present
Senior Vice President 11/2013 to 01/2015
Vice President 05/2008 to 11/2013 | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
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Name, Year of Birth and Position | Term of Office and Length | Principal Occupation(s) During Past 5 Years | ||
Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 to 01/2015 | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
Kevin M. Broadwater (1964) Vice President — Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President — Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President —Senior Counsel, Secretary | 11/2013 to present
Assistant Secretary 10/2007 to 01/2011 | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President — Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau (1974) Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
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Name, Year of Birth and Position | Term of Office and Length | Principal Occupation(s) During Past 5 Years | ||
Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant Treasurer 05/2007 to 11/2013 | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds | ||
Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregate non-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal Year | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $2,000 | $ | 0 | $ | 11,726,000 | |||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Funds by the Funds’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Funds. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Funds’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PFC_012015
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PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust (each a “Fund” and collectively, the “Funds”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
| Sincerely, |
/s/ Brent R. Harris |
Brent R. Harris Chairman of the Board |
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust (each a “Fund” and collectively, the “Funds”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015.This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds.
On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
| By Order of the Board of Trustees |
Joshua D. Ratner, Secretary January 29, 2015 |
FUNDS PARTICIPATING* IN THE MEETING
ON APRIL 20, 2015
PIMCO All Asset Fund
PIMCO All Asset All Authority Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Extended Duration Fund
PIMCO Floating Income Fund
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO GNMA Fund
PIMCO Global Multi-Asset Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation ResponseMulti-Asset Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar-Hedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Moderate Duration Fund
PIMCO Money Market Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Mortgage Opportunities Fund
PIMCO Municipal Bond Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO RealPathTMIncome Fund
PIMCO RealPathTM2020 Fund
PIMCO RealPathTM2025 Fund
PIMCO RealPathTM2030 Fund
PIMCO RealPathTM2035 Fund
PIMCO RealPathTM2040 Fund
PIMCO RealPathTM2045 Fund
PIMCO RealPathTM2050 Fund
PIMCO RealPathTM 2055 Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Treasury Money Market Fund
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
| * | Certain series of the Trust, the Private Account Portfolio Series, will participate in the Meeting pursuant to a separate proxy statement. |
PIMCO FUNDS
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar-Hedged)
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the “Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment
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Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust (each a “Fund,” and collectively, the “Funds”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Fund and for each class of each Fund is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Fund’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds, including certain of the Funds, for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Funds (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund,
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and PIMCO Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit Bfor more information regarding the PIMCO Funds of Funds ownership of Fund shares. The PIMCO Funds of Funds will vote any shares of an Underlying PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to the extent the Funds own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Funds will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Funds and other PIMCO-advised funds, the Funds will vote such shares in proportion to the votes of the respective Fund’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Fund’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Fund’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Fund’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
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Shareholders can find important information about the Funds in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of no reason why any of the nominees will be unable to serve, but in the event any
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nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO(7/09-2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
1 Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota FinancialServices (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
| Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
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The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
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Trustee and Nominee Ownership of Fund Shares
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Nominee | ||||||
Douglas M. Hodge | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $10,001 - $50,000 | |||||
| PIMCO Global Multi-Asset Fund | Over $100,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Mortgage-Backed Securities Fund | $1 - $10,000 | |||||
| PIMCO Real Return Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | Over $100,000 | |||||
| PIMCO StocksPLUS® Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
Independent Nominees | ||||||
George E. Borst | PIMCO Total Return Fund | Over $100,000 | Over $100,000 | |||
| PIMCO Low Duration Fund | Over $100,000 | |||||
| PIMCO Short Duration Municipal Income Fund | Over $100,000 | |||||
Jennifer Holden Dunbar | None | None | None | |||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Gary F. Kennedy | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
Peter B. McCarthy | None | None | Over $100,000 | |||
Ronald C. Parker | PIMCO Total Return Fund | $10,001 - $50,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Trustee | ||||||
Brent R. Harris | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO CommodityRealReturn Strategy® Fund | $10,001 - $50,000 | |||||
| PIMCO EM Fundamental IndexPLUS® AR Strategy Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $50,001 - $100,000 | |||||
| PIMCO Foreign Bond Fund (U.S. Dollar-Hedged) | $50,001 - $100,000 | |||||
| PIMCO Fundamental Advantage Absolute Return Strategy Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO Money Market Fund | Over $100,000 | |||||
| PIMCO Mortgage Opportunities Fund | Over $100,000 | |||||
| PIMCO Real Return Asset Fund | Over $100,000 | |||||
| PIMCO Real Return Fund | $1 - $10,000 | |||||
| PIMCO RealEstateRealReturn Strategy Fund | Over $100,000 | |||||
| PIMCO RealPathTM 2040 Fund | Over $100,000 | |||||
| PIMCO Senior Floating Rate Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | $1 - $10,000 | |||||
| PIMCO StocksPLUS® AR Short Strategy Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
| PIMCO Worldwide Fundamental Advantage AR Strategy Fund | Over $100,000 | |||||
Independent Trustees | ||||||
E. Philip Cannon | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO Income Fund | $10,001 - $50,000 | |||||
J. Michael Hagan | PIMCO All Asset All Authority Fund | Over $100,000 | Over $100,000 | |||
| PIMCO EM Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | Over $100,000 | |||||
| PIMCO Income Fund | Over $100,000 | |||||
| PIMCO International StocksPLUS® AR Strategy Fund (Unhedged) | Over $100,000 | |||||
| PIMCO Small-Cap StocksPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO StocksPLUS® Absolute Return Fund | $50,001 - $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of shares of the Funds, with the exception of the following Funds:
Fund | Class | Percent | ||||||
PIMCO Money Market Fund | Institutional | 6.16 | % | |||||
PIMCO Mortgage Opportunities Fund | Institutional | 1.06 | % | |||||
Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Fund Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||
Interested Trustees | ||||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||
Independent Trustees | ||||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||
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| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting
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attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Fund or Funds they are writing about, the firm through which they purchased the Fund or Funds, the share class they own (if applicable), and the number of shares held by the shareholder.
The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Fund or any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Fund, as the full Board’s
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representative to attend meetings of the Fund’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Fund, the Trust and the Fund Complex.
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s
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activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors and the full Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for
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the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the
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nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on the Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act, that seeks to balance the benefits of the experience and
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institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
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The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against
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any such adjournment. A shareholder vote may be taken prior to any adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Funds’ Shares are set forth inExhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Funds’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
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Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
| By Order of the Board of Trustees |
Joshua D. Ratner, Secretary |
January 29, 2015
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States.
Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626.
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EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
EM Fundamental IndexPLUS® AR Strategy Fund | A | 1,011,446.662 | 334,477,611.356 | |||||||
| Administrative | 22,357.493 | |||||||||
| C | 187,294.029 | |||||||||
| D | 489,635.228 | |||||||||
| Institutional | 331,851,442.516 | |||||||||
| P | 915,435.428 | |||||||||
EMG Intl Low Volatility RAFI®-PLUS AR Fund | A | 220,170.329 | 477,158,458.369 | |||||||
| C | 23,869.930 | |||||||||
| D | 89,206.992 | |||||||||
| Institutional | 476,822,278.028 | |||||||||
| P | 2,933.090 | |||||||||
Fundamental Advantage Absolute Return Strategy Fund | A | 10,929,632.515 | 669,444,369.291 | |||||||
| C | 7,473,796.359 | |||||||||
| D | 16,207,861.422 | |||||||||
| Institutional | 624,714,041.486 | |||||||||
| P | 10,119,037.509 | |||||||||
Fundamental IndexPLUS® AR Fund | A | 130,375,364.788 | 639,531,260.000 | |||||||
| Administrative | 7,166,225.531 | |||||||||
| C | 90,087,407.734 | |||||||||
| D | 113,824,079.283 | |||||||||
| Institutional | 201,682,175.994 | |||||||||
| P | 96,396,006.670 | |||||||||
International Fundamental IndexPLUS® AR Strategy Fund | A | 256,170.860 | 194,175,945.654 | |||||||
| C | 167,405.946 | |||||||||
| D | 1,190,531.065 | |||||||||
| Institutional | 192,385,656.501 | |||||||||
| P | 176,181.282 | |||||||||
International StocksPLUS® AR Strategy Fund (U.S. Dollar Hedged) | A | 27,070,641.800 | 105,528,965.142 | |||||||
| B | 30,313.100 | |||||||||
| C | 11,607,183.581 | |||||||||
| D | 27,946,276.475 | |||||||||
| Institutional | 31,211,471.272 | |||||||||
| P | 7,663,078.914 | |||||||||
A-1
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
International StocksPLUS® AR Strategy Fund (Unhedged) | A | 3,991,672.911 | 179,134,256.274 | |||||||
| Administrative | 401,513.410 | |||||||||
| C | 1,291,018.727 | |||||||||
| D | 5,444,492.324 | |||||||||
| Institutional | 166,077,210.635 | |||||||||
| P | 1,928,348.267 | |||||||||
Intl Low Volatility RAFI®-PLUS AR Fund | A | 134,862.710 | 268,594,969.867 | |||||||
| C | 19,040.219 | |||||||||
| D | 272,517.797 | |||||||||
| Institutional | 268,127,772.470 | |||||||||
| P | 40,776.671 | |||||||||
Low Volatility RAFI®-PLUS AR Fund | A | 1,199,010.784 | 137,400,602.888 | |||||||
| C | 840,636.651 | |||||||||
| D | 396,771.533 | |||||||||
| Institutional | 134,878,241.695 | |||||||||
| P | 85,942.225 | |||||||||
Small Cap StocksPLUS® AR Strategy Fund | A | 39,943,632.115 | 146,640,567.336 | |||||||
| Administrative | 71,315.167 | |||||||||
| C | 18,458,372.184 | |||||||||
| D | 39,075,701.552 | |||||||||
| Institutional | 29,317,251.423 | |||||||||
| P | 19,774,294.895 | |||||||||
Small Company Fundamental IndexPLUS® AR Strategy Fund | A | 229,864.323 | 37,211,281.555 | |||||||
| C | 270,039.968 | |||||||||
| D | 647,192.311 | |||||||||
| Institutional | 35,898,713.814 | |||||||||
| P | 165,471.139 | |||||||||
StocksPLUS® Fund | A | 25,275,537.232 | 117,699,836.367 | |||||||
| Administrative | 664,399.198 | |||||||||
| B | 143,021.771 | |||||||||
| C | 16,330,730.186 | |||||||||
| D | 4,118,263.705 | |||||||||
| Institutional | 65,043,923.595 | |||||||||
| P | 4,576,167.643 | |||||||||
| R | 1,547,793.037 | |||||||||
A-2
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
StocksPLUS® Absolute Return Fund | A | 35,726,474.655 | 136,952,599.624 | |||||||
| B | 69,251.882 | |||||||||
| C | 23,292,061.287 | |||||||||
| D | 33,042,319.875 | |||||||||
| Institutional | 30,925,167.570 | |||||||||
| P | 13,897,324.355 | |||||||||
StocksPLUS® AR Short Strategy Fund | A | 13,376,141.473 | 1,596,736,570.348 | |||||||
| C | 8,687,790.287 | |||||||||
| D | 17,071,347.516 | |||||||||
| Institutional | 1,535,816,472.225 | |||||||||
| P | 21,784,818.847 | |||||||||
StocksPLUS® Long Duration Fund | Institutional | 86,678,979.986 | 86,678,979.986 | |||||||
Worldwide Fundamental Advantage AR Strategy Fund | A | 40,523.823 | 316,311,453.433 | |||||||
| C | 14,334.182 | |||||||||
| D | 17,323.431 | |||||||||
| Institutional | 316,237,114.680 | |||||||||
| P | 2,157.317 | |||||||||
Worldwide Long/Short Fundamental Strategy Fund | A | 1,006.689 | 170,363,236.605 | |||||||
| C | 1,006.260 | |||||||||
| D | 1,006.689 | |||||||||
| Institutional | 170,359,210.096 | |||||||||
| P | 1,006.871 | |||||||||
A-3
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of a class of the Funds:
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 266,293.97 | * | 26.43 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 225,878.52 | 22.42 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey CityNJ 07310-2055 | 102,478.48 | 10.17 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 276,472.64 | * | 27.44 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | Administrative | Saxon & Co, FBO XXXXXX, PO Box 7780, PhiladelphiaPA 19182-0001 | 22,357.49 | * | 100.00 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | C** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, Omnibus, ATTN Mutual Fund Ops Manager, 510 Marquette Ave S, MinneapolisMN 55402-1110 | 15,881.55 | 7.37 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 37,094.80 | 17.21 | % | |||||||
B-1
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 79,828.75 | * | 37.03 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 25,616.75 | 11.88 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 27,675.85 | 12.84 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San FranciscoCA 94105-1905 | 74,500.64 | 15.22 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 380,702.65 | * | 77.75 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | Institutional | State of Michigan, Retirement Systems, 2501 Coolidge Rd Ste 400, East LansingMI 48823-6352 | 51,771,860.71 | 15.61 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 128,251,393.90 | * | 38.67 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 135,608,962.90 | * | 40.89 | % | ||||||
B-2
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | P** | LPL FBO LPL Customers, ATTN Mutual Fund Operations, 1 Beacon St Fl 22, BostonMA 02108-3106 | 437,587.55 | * | 47.88 | % | ||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 169,423.65 | 18.54 | % | |||||||
| EM Fundamental IndexPLUS® AR Strategy Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey CityNJ 07310-2055 | 178,444.56 | 19.53 | % | |||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | A** | National Financial Services LLC, FOR The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 214,515.82 | * | 97.30 | % | ||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 15,704.58 | * | 65.79 | % | ||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | C | Diantha Severance Irrev Trust, DTD XX/XX/XXXX, Diantha B Severance TTEE, 1111 US 29 Business, Reidsville NC 27320 | 2,939.53 | 12.31 | % | |||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San FranciscoCA 94105-1905 | 70,785.17 | * | 79.35 | % | ||||||
B-3
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 15,094.29 | 16.92 | % | |||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 248,332,907.80 | * | 52.27 | % | ||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 216,300,606.80 | * | 45.53 | % | ||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | P | Brian T Evans, Marta Evans XXXX Tod, 3403 N Rockingham Rd, GreensboroNC 27407-7247 | 984.1 | * | 33.55 | % | ||||||
| EMG Intl Low Volatility RAFI®-PLUS AR Fund | P** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,948.99 | * | 66.45 | % | ||||||
| Fundamental Advantage Absolute Return Strategy Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 1,043,752.60 | 9.61 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN55402-2405 | 3,091,009.74 | * | 28.45 | % | ||||||
B-4
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental Advantage Absolute Return Strategy Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,234,160.06 | 11.36 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 636,934.12 | 5.86 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,570,861.24 | 14.46 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 903,869.90 | 12.04 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 397,637.59 | 5.30 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 579,354.50 | 7.72 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 534,944.61 | 7.12 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | Charles Schwab & Co Inc, Special Custody Acct Fbo Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 506,770.42 | 6.75 | % | |||||||
B-5
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,802,824.49 | 24.01 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 997,753.73 | 13.29 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE68103-2226 | 1,613,685.74 | 10.04 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,665,043.48 | 10.35 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 9,282,085.63 | * | 57.72 | % | ||||||
| Fundamental Advantage Absolute Return Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San FranciscoCA 94105-1905 | 2,094,815.57 | 13.03 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 413,642,576.80 | * | 66.23 | % | ||||||
| Fundamental Advantage Absolute Return Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 153,599,546.10 | 24.59 | % | |||||||
B-6
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental Advantage Absolute Return Strategy Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 897,246.31 | 9.16 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 1,009,351.47 | 10.30 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 726,250.36 | 7.41 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 906,066.94 | 9.25 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 1,011,138.21 | 10.32 | % | |||||||
| Fundamental Advantage Absolute Return Strategy Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 4,204,942.91 | * | 42.92 | % | ||||||
| Fundamental IndexPlus® AR Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 27,830,593.43 | 21.35 | % | |||||||
| Fundamental IndexPLUS® AR Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, MinneapolisMN 55402-2405 | 20,395,149.67 | 15.64 | % | |||||||
B-7
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental IndexPLUS® AR Fund | A** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 7,116,779.34 | 5.46 | % | |||||||
| Fundamental IndexPLUS® AR Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 11,378,538.54 | 8.73 | % | |||||||
| Fundamental IndexPLUS® AR Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 15,947,379.40 | 12.23 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Administrative** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ07310-2010 | 5,372,319.10 | * | 75.19 | % | ||||||
| Fundamental IndexPLUS® AR Fund | Administrative** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, OmahaNE 68103-2226 | 703,033.69 | 9.84 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 7,037,759.86 | 7.83 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 9,940,704.62 | 11.07 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 5,780,905.90 | 6.44 | % | |||||||
B-8
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental IndexPLUS® AR Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 10,186,309.02 | 11.34 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 4,620,589.19 | 5.14 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, MinneapolisMN 55402-2405 | 6,265,035.95 | 6.97 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 13,035,743.07 | 14.51 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | MLPF&S for the sole benefit, of its customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 9,971,343.72 | 11.10 | % | |||||||
| Fundamental IndexPLUS® AR Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 6,835,696.04 | 7.61 | % | |||||||
| Fundamental IndexPLUS® AR Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey CityNJ 07310-2010 | 67,889,151.62 | * | 59.85 | % | ||||||
B-9
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental IndexPLUS® AR Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San FranciscoCA 94105-1905 | 24,223,318.26 | 21.36 | % | |||||||
| Fundamental IndexPLUS® AR Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 8,422,377.01 | 7.43 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 26,284,103.42 | 13.20 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 19,072,221.29 | 9.58 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 10,706,631.93 | 5.38 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional | The Ucla Foundation, C/O Ucla Investment Company, 12400 Wilshire Blvd Ste 1000, Los Angeles CA 90025-1058 | 26,283,471.36 | 13.20 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 10,567,365.64 | 5.31 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account For The, Exclusive Benefit Of Our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 34,884,091.24 | 17.52 | % | |||||||
B-10
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 19,761,850.01 | 9.93 | % | |||||||
| Fundamental IndexPLUS® AR Fund | Institutional** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 26,537,456.09 | 13.33 | % | |||||||
| Fundamental IndexPLUS® AR Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 16,536,731.94 | 17.23 | % | |||||||
| Fundamental IndexPLUS® AR Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 19,457,846.00 | 20.27 | % | |||||||
| Fundamental IndexPLUS® AR Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 11,785,264.09 | 12.28 | % | |||||||
| Fundamental IndexPLUS® AR Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ07310-2055 | 12,286,883.37 | 12.80 | % | |||||||
| Fundamental IndexPLUS® AR Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 17,842,410.84 | 18.59 | % | |||||||
| International Fundamental IndexPLUS® AR Strategy Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 102,517.05 | * | 38.96 | % | ||||||
B-11
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International Fundamental IndexPLUS® AR Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 52,342.11 | 19.89 | % | |||||||
| International Fundamental IndexPLUS® AR Strategy Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 13,781.91 | 5.24 | % | |||||||
| International Fundamental IndexPLUS® AR Strategy Fund | A | Matrix Trust Company Cust FBO, Family Care Associates Of Effingham, 717 17th Street Suite 1300, Denver CO 80202-3304 | 25,623.68 | 9.74 | % | |||||||
| International Fundamental IndexPLUS® AR Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 96,170.23 | * | 58.47 | % | ||||||
| International Fundamental IndexPLUS® AR Strategy Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 16,733.40 | 10.17 | % | |||||||
| International Fundamental IndexPLUS® AR Strategy Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 29,035.55 | 17.65 | % | |||||||
| International Fundamental IndexPLUS® AR Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 1,115,218.69 | * | 93.69 | % | ||||||
| International Fundamental IndexPLUS® AR Strategy Fund | P** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey CityNJ 07310-2010 | 143,666.89 | * | 81.14 | % | ||||||
| International Fundamental IndexPLUS® AR Strategy Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 23,774.39 | 13.43 | % | |||||||
B-12
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International Fundamental IndexPLUS® AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 107,507,085.70 | * | 55.85 | % | ||||||
| International Fundamental IndexPLUS® AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 71,139,733.16 | * | 36.96 | % | ||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 7,988.46 | 5.91 | % | |||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 114,330.97 | * | 84.65 | % | ||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 8,421.95 | 6.24 | % | |||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | C | Charles R Mankins, Direct PIMCO Mutual Fund, Outside Investments, 21 Mound Mnr, Saint Marys WV 26170-9621 | 1,154.23 | 6.06 | % | |||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | C | Diantha Severance Irrev Trust, DTD XX/XX/XXXX, Diantha B Severance TTEE, 1111 Us 29 Business, Reidsville NC 27320 | 3,444.41 | 18.09 | % | |||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 7,717.37 | * | 40.53 | % | ||||||
B-13
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 3,821.58 | 20.07 | % | |||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 226,288.64 | * | 91.62 | % | ||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | D** | Charles Schwab & Co Inc, Special Custody Acct Fbo Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 16,457.11 | 6.66 | % | |||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 122,295,209.20 | * | 45.90 | % | ||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 138,925,469.70 | * | 52.15 | % | ||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | P** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 16,196.41 | * | 39.72 | % | ||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | P | Richard B Mackall &, Nancy S Mackall Rev Trust, UAD XX/XX/XX Richard B Mackall, & Nancy S Mackall Ttees, 13231 Queensgate Rd, Midlothian VA 23114-4494 | 11,184.64 | * | 27.43 | % | ||||||
B-14
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Intl Low Volatility RAFI®-PLUS AR Fund | P | Robert Earl Krumroy, 8002 Willow Glen Trl, GreensboroNC 27455-9296 | 8,007.28 | 19.64 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | National Financial Services Llc, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 328,594.50 | 8.19 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 454,276.02 | 11.33 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 213,880.96 | 5.33 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 248,793.16 | 6.20 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 440,012.47 | 10.97 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | Reliance Trust Company Ttee, FBO ADP Access Large Market, XXX(K) Plan, 1100 Abernathy Rd, Atlanta GA 30328-5620 | 288,955.72 | 7.21 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | A** | State Street Bank Trustee, And/Or Custodian, FBO Adp Access, 1 Lincoln St, Boston MA 02111-2901 | 470,402.30 | 11.73 | % | |||||||
B-15
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | Administrative** | FIIOC FBO Spellman High Voltage, Electronics Corp Xxxxx, 100 Magellan Way KW1C, Covington KY41015-1987 | 169,133.41 | * | 42.12 | % | ||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | Administrative** | FIIOC, FBO Ryeson Corporation, Profit Sharing Plan-Xxxxx, 100 Magellan Way KW1C, Covington KY 41015-1987 | 59,042.24 | 14.70 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | Administrative** | FIIOC FBO Aristeia Capital LLC, Retirement Plan-XXXXX, 100 Magellan Way KW1C, Covington KY 41015-1987 | 31,657.64 | 7.88 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 113,437.24 | 8.79 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ07399-0002 | 231,236.75 | 17.91 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 115,323.99 | 8.93 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 100,281.47 | 7.77 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 115,519.51 | 8.95 | % | |||||||
B-16
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | D** | Charles Schwab & Co Inc, Special Custody Acct Fbo Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 2,725,107.80 | * | 50.17 | % | ||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 2,212,077.51 | * | 40.72 | % | ||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | Institutional | State of Michigan, Retirement Systems, 2501 Coolidge Rd Ste 400, East Lansing MI 48823-6352 | 158,160,274.80 | * | 95.24 | % | ||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 191,573.50 | 9.99 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 216,171.90 | 11.27 | % | |||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | P** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 480,044.85 | * | 25.03 | % | ||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 588,008.91 | * | 30.66 | % | ||||||
| International StockPLUS® AR Strategy Fund (Unhedged) | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 146,916.40 | 7.66 | % | |||||||
B-17
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 3,230,411.06 | 11.92 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,640,385.41 | 9.74 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 4,923,051.66 | 18.17 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 4,646,884.47 | 17.15 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | B** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,424.97 | 8.00 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | B | Steven L Gibbone &, Veronica R Gibbone JTWROS, 1214 South 11thSt Suite 300, Philadelphia PA 19147-5017 | 3,161.99 | 10.43 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | B** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 6,382.64 | 21.06 | % | |||||||
B-18
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | B** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 10,061.61 | * | 33.19 | % | ||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | B** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO63103-2523 | 1,964.03 | 6.48 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | B** | Lpl Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,803.41 | 5.95 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,807,523.92 | 15.62 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,072,485.62 | 9.27 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 874,278.06 | 7.55 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 1,143,519.97 | 9.88 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,291,796.72 | 11.16 | % | |||||||
B-19
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 1,200,094.71 | 10.37 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 803,209.29 | 6.94 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | C** | JP Morgan Clearing Corp Omnibus, Account For The Exclusive Benefit, Of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 1,095,329.60 | 9.46 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 14,761,012.11 | * | 53.02 | % | ||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 9,487,908.12 | * | 34.08 | % | ||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 2,502,033.86 | 7.99 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 2,519,313.02 | 8.05 | % | |||||||
B-20
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | Institutional | State Street Kansas City FBO, PVIT Global Diversified Allocation, Portfolio, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 2,920,714.17 | 9.33 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | Institutional** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 4,086,874.08 | 13.06 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | Institutional** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 3,340,126.05 | 10.67 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ 07310-2055 | 877,621.83 | 11.56 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 730,297.48 | 9.62 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,270,847.99 | 16.74 | % | |||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1100 | 1,381,969.08 | 18.21 | % | |||||||
B-21
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| International StockPLUS® AR Strategy Fund (U.S. Dollar Hedged) | P** | Merrill Lynch Pierce Fenner, & Smith Inc For The Sole Benefit Of, Its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,272,856.12 | 16.77 | % | |||||||
| Low Volatility RAFI®-PLUS AR Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 364,251.46 | * | 30.50 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 85,518.15 | 7.16 | % | |||||||
| Low Volatility RAFI®-PLUS AR Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 174,558.68 | 14.62 | % | |||||||
| Low Volatility RAFI®-PLUS AR Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 181,141.68 | 15.17 | % | |||||||
| Low Volatility RAFI®-PLUS AR Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 73,518.53 | 8.71 | % | |||||||
| Low Volatility RAFI®-PLUS AR Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 635,877.13 | * | 75.35 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 112,509.31 | * | 26.57 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 39,837.31 | 9.41 | % | |||||||
B-22
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Volatility RAFI®-PLUS AR Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 266,337.63 | * | 62.89 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 50,471,798.69 | * | 37.71 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 77,932,846.15 | * | 58.22 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 32,994.24 | * | 38.39 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St PetersburgFL 33716-1102 | 45,774.05 | * | 53.26 | % | ||||||
| Low Volatility RAFI®-PLUS AR Fund | P** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey CityNJ 07310-2010 | 4,934.29 | 5.74 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 3,208,009.22 | 8.04 | % | |||||||
B-23
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Small Cap StockPLUS® AR Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 5,254,099.18 | 13.17 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 4,696,547.32 | 11.77 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | A** | UMB Bank N/A, SFR, FBO Fiduciary For Tax Deferred, Accts, 1 SW Security Benefit Pl, Topeka KS66636-1000 | 2,963,246.08 | 7.43 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 3,545,876.44 | 8.89 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 37,478.19 | * | 52.55 | % | ||||||
| Small Cap StockPLUS® AR Strategy Fund | Administrative** | State Street Bank Ttee And/Or, Cust FBO ADP Access XXX (K) Plan, 1 Lincoln St, Boston MA 02111-2901 | 31,433.89 | * | 44.08 | % | ||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,693,518.66 | 9.20 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 2,423,922.93 | 13.17 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, MinneapolisMN 55402-2405 | 1,211,219.31 | 6.58 | % | |||||||
B-24
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 2,717,331.64 | 14.77 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL33716-1100 | 1,257,287.39 | 6.83 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 1,429,381.25 | 7.77 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,028,298.67 | 5.59 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 2,189,295.65 | 11.90 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 23,275,872.50 | * | 59.66 | % | ||||||
| Small Cap StockPLUS® AR Strategy Fund | D** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 2,271,071.42 | 5.82 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 9,892,064.31 | * | 25.36 | % | ||||||
B-25
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Small Cap StockPLUS® AR Strategy Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 2,392,825.06 | 8.16 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San FranciscoCA 94105-1905 | 2,168,590.25 | 7.39 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | Institutional** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 6,235,353.84 | 21.25 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | Institutional** | Nationwide Trust Company FSB, C/O Ipo Portfolio Accounting, PO Box 182029, Columbus OH 43218-2029 | 1,710,250.05 | 5.83 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 5,919,566.24 | * | 29.82 | % | ||||||
| Small Cap StockPLUS® AR Strategy Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 1,704,092.58 | 8.59 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,698,053.84 | 8.56 | % | |||||||
| Small Cap StockPLUS® AR Strategy Fund | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 4,304,539.05 | 21.69 | % | |||||||
B-26
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Small Cap StockPLUS® AR Strategy Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 2,540,588.93 | 12.80 | % | |||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 31,164.21 | 10.83 | % | |||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 230,503.51 | * | 80.10 | % | ||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 25,686.13 | 9.72 | % | |||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 22,008.85 | 8.32 | % | |||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 209,208.97 | * | 79.13 | % | ||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 351,435.03 | * | 54.83 | % | ||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 249,876.84 | * | 38.99 | % | ||||||
B-27
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | Institutional | State Street Kansas City FBO, PVIT Global Diversified Allocation, Portfolio, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 1,810,171.36 | 5.04 | % | |||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 19,087,159.31 | * | 53.10 | % | ||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 65105-1307 | 12,985,326.54 | * | 36.12 | % | ||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | P** | Rbc Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund OPS Manager, 510 Marquette Ave South, MinneapolisMN 55402-1110 | 24,467.73 | 14.63 | % | |||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | P** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 98,232.69 | * | 58.75 | % | ||||||
| Small Company Fundamental IndexPLUS® AR Strategy Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 44,300.36 | * | 26.49 | % | ||||||
| StockPLUS® Fund | A** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 3,117,604.89 | 12.33 | % | |||||||
B-28
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 1,809,065.27 | 7.15 | % | |||||||
| StockPLUS® Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,327,785.68 | 13.16 | % | |||||||
| StockPLUS® Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,978,834.84 | 7.83 | % | |||||||
| StockPLUS® Fund | Administrative** | MG Trust Co As The Agent For NTC &, CO Custodian FBO Qualified Plans, PO Box 5508, Denver CO 80217-5508 | 58,326.77 | 8.78 | % | |||||||
| StockPLUS® Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 152,842.75 | 23.00 | % | |||||||
| StockPLUS® Fund | Administrative** | State Street Bank Ttee And/Or, Cust FBO ADP Access XXX (K) Plan, 1 Lincoln St, Boston MA 02111-2901 | 189,850.88 | * | 28.57 | % | ||||||
| StockPLUS® Fund | Administrative** | Great West Trust Co LLC, FBO Recordkeeping for Various, Benefit PL Omniputnam, C/O Mutual Fund Trading, 8525 E Orchard Rd, Greenwood Vlg CO 80111-5002 | 36,257.18 | 5.46 | % | |||||||
| StockPLUS® Fund | Administrative** | Wtrisc As Cust FBO Western, Growers Association Group Trust, PO Box 52129, Phoenix AZ 85072-2129 | 144,810.43 | 21.80 | % | |||||||
B-29
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Fund | B** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 14,434.19 | 10.09 | % | |||||||
| StockPLUS® Fund | B** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 15,607.47 | 10.91 | % | |||||||
| StockPLUS® Fund | B** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 23,870.57 | 16.69 | % | |||||||
| StockPLUS® Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 15,059.35 | 10.53 | % | |||||||
| StockPLUS® Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 26,044.89 | 18.21 | % | |||||||
| StockPLUS® Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 966,698.48 | 5.87 | % | |||||||
| StockPLUS® Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 1,817,248.99 | 11.04 | % | |||||||
| StockPLUS® Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,143,889.59 | 6.95 | % | |||||||
B-30
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,137,177.65 | 6.91 | % | |||||||
| StockPLUS® Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, Attn Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,322,129.31 | 8.03 | % | |||||||
| StockPLUS® Fund | C** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 2,197,053.85 | 13.35 | % | |||||||
| StockPLUS® Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,932,211.08 | 11.74 | % | |||||||
| StockPLUS® Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,889,637.19 | * | 45.87 | % | ||||||
| StockPLUS® Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 356,765.86 | 8.66 | % | |||||||
| StockPLUS® Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 1,156,414.80 | * | 28.07 | % | ||||||
| StockPLUS® Fund | Institutional | State Street Bank FBO, Iltrs Main Gmas, 2 Avenue De Lafayette Ste 1, Boston MA 02111-1748 | 3,399,296.34 | 5.22 | % | |||||||
B-31
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Fund | Institutional | State Street Bank FBO, PVIT Global Multi Asset Port, 801 Pennsylvania Ave, ATTN Chuck Nixon, Kansas CityMO 64105-1307 | 13,291,582.67 | 20.41 | % | |||||||
| StockPLUS® Fund | Institutional | State Street Kansas City FBO, PIMCO Global Multi-Asset Fnd, ATTN: Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 10,375,179.10 | 15.94 | % | |||||||
| StockPLUS® Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 9,857,775.16 | 15.14 | % | |||||||
| StockPLUS® Fund | Institutional** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 9,647,569.21 | 14.82 | % | |||||||
StockPLUS® Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ 07310-2055 | 573,811.97 | 15.98 | % | |||||||
| StockPLUS® Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,762,657.34 | * | 49.08 | % | ||||||
| StockPLUS® Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 308,583.09 | 8.59 | % | |||||||
B-32
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 231,767.20 | 6.45 | % | |||||||
| StockPLUS® Fund | P** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 394,418.04 | 10.98 | % | |||||||
| StockPLUS® Fund | R** | Massachusettes Mutual, Life Insurance Co, 1295 State Street MIP N255, SpringfieldMA 01111-0001 | 481,540.09 | * | 31.49 | % | ||||||
| StockPLUS® Fund | R** | WTRISC as TTEE FBO, Harlan Laboratories, Inc XXX(K) Plan, PO Box 52129, PhoenixAZ 85072-2129 | 161,883.75 | 10.59 | % | |||||||
| StockPLUS® Fund | R | Lincoln Retirement Services Company, FBO Ornl Fed Credit Union XXXK, PO Box 7876,Fort Wayne IN 46801-7876 | 114,928.03 | 7.52 | % | |||||||
| StockPLUS® Fund | R** | Taynik & Co, C/O Investors Bank & Trust, ATTN Mutual Fund Processing, 1200 Crown Colony Dr, Quincy MA 02169-0938 | 114,640.60 | 7.50 | % | |||||||
| StockPLUS® Fund | R** | MLPF&S For The Sole Benefit, Of Its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 117,659.00 | 7.69 | % | |||||||
| StockPLUS® Fund | R | PIMS/Prudential Retirement, As Nominee For The TTEE/Cust PL XXX, South Coast Water District, 31592 West St, Laguna BeachCA 92651-6907 | 79,946.68 | 5.23 | % | |||||||
B-33
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Absolute Return Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 2,126,171.19 | 5.98 | % | |||||||
| StockPLUS® Absolute Return Fund | A** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 5,799,446.15 | 16.30 | % | |||||||
| StockPLUS® Absolute Return Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 2,061,481.26 | 5.79 | % | |||||||
| StockPLUS® Absolute Return Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 3,035,541.74 | 8.53 | % | |||||||
| StockPLUS® Absolute Return Fund | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 4,581,668.21 | 12.88 | % | |||||||
| StockPLUS® Absolute Return Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 4,815,812.15 | 13.54 | % | |||||||
| StockPLUS® Absolute Return Fund | B** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 5,373.20 | 7.76 | % | |||||||
| StockPLUS® Absolute Return Fund | B** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 5,133.63 | 7.41 | % | |||||||
B-34
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Absolute Return Fund | B** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 8,305.84 | 11.99 | % | |||||||
| StockPLUS® Absolute Return Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 29,836.93 | * | 43.08 | % | ||||||
| StockPLUS® Absolute Return Fund | B** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 5,631.74 | 8.13 | % | |||||||
| StockPLUS® Absolute Return Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,537.41 | 5.11 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,642,100.05 | 7.04 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | JP Morgan Clearing Corp Omnibus, Account For The Exclusive Benefit, Of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 1,333,967.43 | 5.72 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 2,464,784.14 | 10.57 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 2,887,727.37 | 12.39 | % | |||||||
B-35
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Absolute Return Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 2,251,256.71 | 9.66 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,300,813.24 | 5.58 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | American Enterprise Investment Svc, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 1,380,202.93 | 5.92 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,497,966.06 | 15.00 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 1,535,636.72 | 6.59 | % | |||||||
| StockPLUS® Absolute Return Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F,ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,758,474.29 | 7.54 | % | |||||||
| StockPLUS® Absolute Return Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 6,212,638.80 | 18.86 | % | |||||||
| StockPLUS® Absolute Return Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 2,454,443.14 | 7.45 | % | |||||||
| StockPLUS® Absolute Return Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 21,159,013.50 | * | 64.24 | % | ||||||
B-36
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Absolute Return Fund | Institutional** | State Street As Cust FBO South, Dakota Higher Education Tr Select, PIMCO Stocksplus TR FD Inv Port, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 3,468,040.93 | 11.25 | % | |||||||
| StockPLUS® Absolute Return Fund | Institutional** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 18,249,663.98 | * | 59.18 | % | ||||||
| StockPLUS® Absolute Return Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 2292223.12 | 7.43 | % | |||||||
| StockPLUS® Absolute Return Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey CityNJ 07310-2055 | 807,761.62 | 5.61 | % | |||||||
| StockPLUS® Absolute Return Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 3,138,081.08 | 21.80 | % | |||||||
| StockPLUS® Absolute Return Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, JacksonvilleFL 32246-6484 | 1,773,990.15 | 12.33 | % | |||||||
| StockPLUS® Absolute Return Fund | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 2,617,270.54 | 18.19 | % | |||||||
| StockPLUS® Absolute Return Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,973,543.50 | 13.71 | % | |||||||
B-37
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Absolute Return Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 2,327,051.19 | 16.17 | % | |||||||
| StockPLUS® AR Short Strategy Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 1,348,160.80 | 10.15 | % | |||||||
| StockPLUS® AR Short Strategy Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,393,982.98 | 10.49 | % | |||||||
| StockPLUS® AR Short Strategy Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,426,890.69 | 10.74 | % | |||||||
| StockPLUS® AR Short Strategy Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,398,127.84 | * | 25.58 | % | ||||||
| StockPLUS® AR Short Strategy Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY10281-1003 | 1,230,755.34 | 9.26 | % | |||||||
| StockPLUS® AR Short Strategy Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 663,300.17 | 7.63 | % | |||||||
| StockPLUS® AR Short Strategy Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 726,858.75 | 8.36 | % | |||||||
B-38
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® AR Short Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,321,531.06 | * | 38.22 | % | ||||||
| StockPLUS® AR Short Strategy Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,503,611.01 | 17.30 | % | |||||||
| StockPLUS® AR Short Strategy Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York Ny10281-1003 | 441,009.63 | 5.07 | % | |||||||
| StockPLUS® AR Short Strategy Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 730,913.96 | 8.41 | % | |||||||
| StockPLUS® AR Short Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 8,957,833.58 | * | 52.60 | % | ||||||
| StockPLUS® AR Short Strategy Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 4,963,789.65 | * | 29.15 | % | ||||||
| StockPLUS® AR Short Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 65105-1307 | 147,661,026.00 | * | 96.82 | % | ||||||
| StockPLUS® AR Short Strategy Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 3,427,302.07 | 15.71 | % | |||||||
B-39
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® AR Short Strategy Fund | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 3,327,275.62 | 15.25 | % | |||||||
| StockPLUS® AR Short Strategy Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 8,263,994.95 | * | 37.87 | % | ||||||
| StockPLUS® AR Short Strategy Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 4,369,265.18 | 20.02 | % | |||||||
| StockPLUS® Long Duration Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 14,194,849.97 | 16.40 | % | |||||||
| StockPLUS® Long Duration Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco Ca 94105-1905 | 5,160,014.25 | 5.96 | % | |||||||
| StockPLUS® Long Duration Fund | Institutional | MAC & CO A/C EECFXXXXXXX, ATTN Mutual Fund OPS, PO Box 3198, 525 William Penn Place, Pittsburgh PA 15230-3198 | 15,895,246.75 | 18.36 | % | |||||||
| StockPLUS® Long Duration Fund | Institutional | The Johns Hopkins Health System, Corporation Retirement Master Trust, 3910 Keswick Road Suite S-4300d, Baltimore MD 21211-2226 | 17,461,619.73 | 20.17 | % | |||||||
B-40
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| StockPLUS® Long Duration Fund | Institutional | Wells Fargo Bank NA FBO, SD Warren Mutual Commingled Funds, XXXXXXXX, PO Box 1533, MinneapolisMN 55480-1533 | 15,162,601.42 | 17.52 | % | |||||||
| Worldwide Fundamental Advantage AR Strategy Fund | A | TD Ameritrade FBO, Dennis D Mcgee TR, D Mcgee Inc XXXK PLAN, FBO Dennis D Mcgee, PO Box 390487, OmahaNE 68139-0487 | 5,136.53 | 12.80 | % | |||||||
| Worldwide Fundamental Advantage AR Strategy Fund | A | TD Ameritrade FBO, Peggy L Stevens, PO Box 324, Rogue River OR 97537-0324 | 5,940.28 | 14.80 | % | |||||||
| Worldwide Fundamental Advantage AR Strategy Fund | A** | RBC Capital Markets LLC Mutual, Fund Omnibus Processing, ATTN: Mutual Fund Ops Manager, 60 S 6th St Ste 700 # -P08, MinneapolisMN 55402-4413 | 4,935.83 | 12.30 | % | |||||||
| Worldwide Fundamental Advantage AR Strategy Fund | C | SSB&T Cust IRA, FBO Donna G Przybylinski, 385 Pickett CT, Burlington WI 53105-3904 | 3,771.57 | * | 26.31 | % | ||||||
| Worldwide Fundamental Advantage AR Strategy Fund | C** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,047.55 | 14.28 | % | |||||||
| Worldwide Fundamental Advantage AR Strategy Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 7,401.26 | * | 51.63 | % | ||||||
| Worldwide Fundamental Advantage AR Strategy Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, Attn Mutual Funds, 211 Main St, San Francisco CA94105-1905 | 13,333.63 | * | 76.97 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Worldwide Fundamental Advantage AR Strategy Fund | D** | National Financial Services LLC, For The Benefit Of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey CityNJ 07310-2010 | 3,426.51 | 19.78 | % | |||||||
| Worldwide Fundamental Advantage AR Strategy Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,027.58 | * | 47.63 | % | ||||||
| Worldwide Fundamental Advantage AR Strategy Fund | P** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 1,129.74 | * | 52.37 | % | ||||||
| Worldwide Fundamental Advantage AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 150,474,729.70 | * | 47.59 | % | ||||||
| Worldwide Fundamental Advantage AR Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 65105-1307 | 157,343,092.30 | * | 49.76 | % | ||||||
| Worldwide Long/Short Fundamental Strategy Fund | A** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,006.69 | * | 100.00 | % | ||||||
| Worldwide Long/Short Fundamental Strategy Fund | C** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,006.26 | * | 100.00 | % | ||||||
| Worldwide Long/Short Fundamental Strategy Fund | D** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,006.69 | * | 100.00 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Worldwide Long/Short Fundamental Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas CityMO 64105-1307 | 99,410,264.08 | * | 58.35 | % | ||||||
| Worldwide Long/Short Fundamental Strategy Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 65105-1307 | 66,985,317.58 | * | 39.32 | % | ||||||
| Worldwide Long/Short Fundamental Strategy Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,006.87 | * | 100.00 | % | ||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Fund, and therefore may be presumed to “control” the Funds, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
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EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
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Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
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3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee,
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whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
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3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for
Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
| B. | Deadlines and Limitations |
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
| C. | Making a Submission |
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee candidate’s qualifications for service on the Board of Trustees as well as any
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information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public | |||||||
Interested Trustee1 | ||||||||||||
Brent R. Harris (1959) | Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
1 Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public | |||||||
Independent Trustees | ||||||||||||
E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
Peter G. Strelow (1970) President | 01/2015 to present
Senior Vice President 11/2013 to 01/2015
Vice President 05/2008 to 11/2013 | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. |
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 to 01/2015 | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
Kevin M. Broadwater (1964) Vice President – Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President – Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President – Senior Counsel, Secretary | 11/2013 to present
Assistant Secretary 10/2007 to 01/2011 | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President – Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau (1974) Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant Treasurer 05/2007 to 11/2013 | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds | ||
Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregate non-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal Year | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $ | 2,000 | $ | 0 | $ | 11,726,000 | ||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Funds by the Funds’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Funds. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of anynon-audit services not pre-approved by the Audit Committee provided by the Funds’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PFE_012015
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PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust (each a “Fund” and collectively, the “Funds”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
Sincerely,
/s/ Brent R. Harris
Brent R. Harris
Chairman of the Board
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust (each a “Fund” and collectively, the “Funds”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015. This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds. On this website, you will be able to access the Notice of Special Meeting of
Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
By Order of the Board of Trustees
Joshua D. Ratner, Secretary
January 29, 2015
FUNDS PARTICIPATING* IN THE MEETING ON APRIL 20, 2015
PIMCO All Asset Fund
PIMCO All Asset All Authority Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Extended Duration Fund
PIMCO Floating Income Fund
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO GNMA Fund
PIMCO Global Multi-Asset Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation ResponseMulti-Asset Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO International StocksPLUS® AR Strategy Fund(U.S. Dollar-Hedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Moderate Duration Fund
PIMCO Money Market Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Mortgage Opportunities Fund
PIMCO Municipal Bond Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO RealPathTMIncome Fund
PIMCO RealPathTM2020 Fund
PIMCO RealPathTM2025 Fund
PIMCO RealPathTM2030 Fund
PIMCO RealPathTM2035 Fund
PIMCO RealPathTM2040 Fund
PIMCO RealPathTM2045 Fund
PIMCO RealPathTM2050 Fund
PIMCO RealPathTM2055 Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Treasury Money Market Fund
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
| * | Certain series of the Trust, the Private Account Portfolio Series, will participate in the Meeting pursuant to a separate proxy statement. |
PIMCO FUNDS
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO Global Bond Fund (Unhedged)
PIMCO Government Money Market Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Money Market Fund
PIMCO Short Asset Investment Fund
PIMCO Short-Term Fund
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the “Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment
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Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust (each a “Fund,” and collectively, the “Funds”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Fund and for each class of each Fund is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Fund’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds, including certain of the Funds, for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Funds (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund,
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and PIMCO Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit Bfor more information regarding the PIMCO Funds of Funds ownership of Fund shares. The PIMCO Funds of Funds will vote any shares of an Underlying PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to the extent the Funds own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Funds will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Funds and other PIMCO-advised funds, the Funds will vote such shares in proportion to the votes of the respective Fund’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Fund’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Fund’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Fund’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
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Shareholders can find important information about the Funds in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of no reason why any of the nominees will be unable to serve, but in the event any
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nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO (7/09-2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
1 Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota Financial Services (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
| Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
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The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
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Trustee and Nominee Ownership of Fund Shares
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Nominee | ||||||
Douglas M. Hodge | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $10,001 - $50,000 | |||||
| PIMCO Global Multi-Asset Fund | Over $100,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Mortgage-Backed Securities Fund | $1 - $10,000 | |||||
| PIMCO Real Return Fund | Over $100,000 | |||||
| PIMCO Short Asset Investment Fund | Over $100,000 | |||||
| PIMCO StocksPLUS® Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
Independent Nominees | ||||||
George E. Borst | PIMCO Total Return Fund | Over $100,000 | Over $100,000 | |||
| PIMCO Low Duration Fund | Over $100,000 | |||||
| PIMCO Short Duration Municipal Income Fund | Over $100,000 | |||||
Jennifer Holden Dunbar | None | None | None | |||
Gary F. Kennedy | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Peter B. McCarthy | None | None | Over $100,000 | |||
Ronald C. Parker | PIMCO Total Return Fund | $10,001 - $50,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Trustee | ||||||
Brent R. Harris | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO CommodityRealReturn Strategy® Fund | $10,001 - $50,000 | |||||
| PIMCO EM Fundamental IndexPLUS® AR Strategy Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $50,001 - $100,000 | |||||
| PIMCO Foreign Bond Fund (U.S. Dollar-Hedged) | $50,001 - $100,000 | |||||
| PIMCO Fundamental Advantage Absolute Return Strategy Fund | Over $100,000 | |||||
| PIMCO Money Market Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO Mortgage Opportunities Fund | Over $100,000 | |||||
| PIMCO Real Return Asset Fund | Over $100,000 | |||||
| PIMCO Real Return Fund | $1 - $10,000 | |||||
| PIMCO RealEstateRealReturn Strategy Fund | Over $100,000 | |||||
| PIMCO RealPathTM 2040 Fund | Over $100,000 | |||||
| PIMCO Senior Floating Rate Fund | Over $100,000 | |||||
PIMCO Short Asset Investment Fund | $1 - $10,000 | |||||
| PIMCO StocksPLUS® AR Short Strategy Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
| PIMCO Worldwide Fundamental Advantage AR Strategy Fund | Over $100,000 | |||||
Independent Trustees | ||||||
E. Philip Cannon | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
PIMCO Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO Income Fund | $10,001 - $50,000 | |||||
J. Michael Hagan | PIMCO All Asset All Authority Fund | Over $100,000 | Over $100,000 | |||
| PIMCO EM Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | Over $100,000 | |||||
| PIMCO Income Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO International StocksPLUS® AR Strategy Fund (Unhedged) | Over $100,000 | |||||
| PIMCO Small-Cap StocksPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO StocksPLUS® Absolute Return Fund | $50,001 - $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of shares of the Funds, with the exception of the following Funds:
Fund | Class | Percent | ||||||
PIMCO Money Market Fund | Institutional | 6.16 | % | |||||
PIMCO Mortgage Opportunities Fund | Institutional | 1.06 | % | |||||
Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Fund Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||
Interested Trustees | ||||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||
Independent Trustees |
| |||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||
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| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting
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attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Fund or Funds they are writing about, the firm through which they purchased the Fund or Funds, the share class they own (if applicable), and the number of shares held by the shareholder.
The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Fund or any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Fund, as the full Board’s representative
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to attend meetings of the Fund’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Fund, the Trust and the Fund Complex.
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s
15
activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors and the full Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
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Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee
17
candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on the Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of
18
the 1940 Act, that seeks to balance the benefits of the experience and institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
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The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against
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any such adjournment. A shareholder vote may be taken prior to any adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Funds’ Shares are set forth inExhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Funds’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
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Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
| By Order of the Board of Trustees |
Joshua D. Ratner, Secretary |
January 29, 2015
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States.
Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626.
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EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
Emerging Local Bond Fund | A | 12,133,209.180 | 1,031,603,538.990 | |||||||
| Administrative | 3,938,437.953 | |||||||||
| C | 5,959,243.430 | |||||||||
| D | 8,769,980.239 | |||||||||
| Institutional | 970,995,644.119 | |||||||||
| P | 29,807,024.069 | |||||||||
Emerging Markets Bond Fund | A | 22,298,900.793 | 263,611,992.655 | |||||||
| Administrative | 670,140.219 | |||||||||
| B | 23,996.263 | |||||||||
| C | 10,264,034.505 | |||||||||
| D | 19,776,485.930 | |||||||||
| Institutional | 186,183,157.199 | |||||||||
| P | 24,395,277.746 | |||||||||
Emerging Markets Corporate Bond Fund | A | 181,843.890 | 41,260,262.768 | |||||||
| C | 71,098.442 | |||||||||
| D | 30,086.687 | |||||||||
| Institutional | 40,885,885.496 | |||||||||
| P | 91,348.253 | |||||||||
Emerging Markets Currency Fund | A | 3,338,698.308 | 602,136,366.838 | |||||||
| Administrative | 1,022,714.737 | |||||||||
| C | 1,885,674.663 | |||||||||
| D | 4,883,450.483 | |||||||||
| Institutional | 588,541,790.635 | |||||||||
| P | 2,464,038.012 | |||||||||
Emerging Markets Full Spectrum Bond Fund | A | 387,516.382 | 44,254,526.511 | |||||||
| C | 57,833.618 | |||||||||
| D | 456,016.955 | |||||||||
| Institutional | 42,237,744.234 | |||||||||
| P | 1,115,415.322 | |||||||||
A-1
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
Foreign Bond Fund (U.S. Dollar-Hedged) | A | 33,289,902.271 | 723,779,948.315 | |||||||
| Administrative | 3,342,270.514 | |||||||||
| B | 4,429.372 | |||||||||
| C | 5,646,897.618 | |||||||||
| D | 68,132,417.057 | |||||||||
| Institutional | 534,434,234.087 | |||||||||
| P | 75,504,732.449 | |||||||||
| R | 3,425,064.947 | |||||||||
Foreign Bond Fund (Unhedged) | A | 12,855,026.022 | 222,039,032.103 | |||||||
| Administrative | 1,805,477.452 | |||||||||
| C | 4,342,580.826 | |||||||||
| D | 53,414,488.615 | |||||||||
| Institutional | 137,765,126.130 | |||||||||
| P | 11,856,333.058 | |||||||||
Global Advantage® Strategy Bond Fund | A | 2,654,374.343 | 206,103,171.581 | |||||||
| C | 1,454,270.138 | |||||||||
| D | 2,221,618.187 | |||||||||
| Institutional | 197,385,218.266 | |||||||||
| P | 1,875,424.083 | |||||||||
| R | 512,266.564 | |||||||||
Global Bond Fund (U.S. Dollar Hedged) | A | 6,184,952.134 | 46,004,810.437 | |||||||
| Administrative | 432,147.256 | |||||||||
| B | 10,079.339 | |||||||||
| C | 2,376,396.837 | |||||||||
| Institutional | 33,508,470.106 | |||||||||
| P | 3,492,764.765 | |||||||||
Global Bond Fund (Unhedged) | Administrative | 16,988,322.207 | 78,617,922.262 | |||||||
| D | 2,941,614.947 | |||||||||
| Institutional | 58,569,961.294 | |||||||||
| P | 118,023.814 | |||||||||
Government Money Market Fund | A | 12,850,818.089 | 717,537,849.334 | |||||||
| C | 3,666,722.633 | |||||||||
| M | 699,153,010.400 | |||||||||
| P | 1,867,298.212 | |||||||||
A-2
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
Low Duration Fund | A | 172,394,557.627 | 1,531,819,606.273 | |||||||
| Administrative | 34,662,070.585 | |||||||||
| B | 176,370.297 | |||||||||
| C | 74,589,330.429 | |||||||||
| D | 121,533,116.895 | |||||||||
| Institutional | 987,157,097.220 | |||||||||
| P | 128,595,145.937 | |||||||||
| R | 12,711,917.283 | |||||||||
Low Duration Fund II | Administrative | 1,646,131.140 | 43,652,578.350 | |||||||
| Institutional | 41,815,741.299 | |||||||||
| P | 190,705.911 | |||||||||
Low Duration Fund III | Administrative | 717,033.827 | 24,054,822.620 | |||||||
| Institutional | 20,257,789.956 | |||||||||
| P | 3,079,998.837 | |||||||||
Money Market Fund | A | 205,149,072.105 | 756,245,560.530 | |||||||
| Administrative | 99,270,264.160 | |||||||||
| B | 1,127,873.233 | |||||||||
| C | 93,438,621.956 | |||||||||
| Institutional | 357,259,729.076 | |||||||||
Short Asset Investment Fund | A | 705,022.987 | 24,036,840.773 | |||||||
| Administrative | 59,880.998 | |||||||||
| D | 362,091.024 | |||||||||
| Institutional | 22,849,509.348 | |||||||||
| P | 60,336.416 | |||||||||
Short-Term Fund | A | 70,210,157.068 | 1,552,517,129.773 | |||||||
| Administrative | 198,607,151.471 | |||||||||
| B | 33,678.456 | |||||||||
| C | 21,588,299.442 | |||||||||
| D | 47,116,228.158 | |||||||||
| Institutional | 1,159,404,292.126 | |||||||||
| P | 47,642,353.151 | |||||||||
| R | �� | 7,914,969.901 | ||||||||
A-3
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of a class of the Funds:
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Full Spectrum Bond Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 149,999.26 | * | 38.47 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 39,203.39 | 10.06 | % | |||||||
| Emerging Markets Full Spectrum Bond Fund | A** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, Omnibus, ATTN Mutual Fund OPS Manager, 510 Marquette Ave S, MinneapolisMN 55402-1110 | 174,940.71 | * | 44.87 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | C | LPL Financial, A/CXXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 3,982.76 | 6.85 | % | |||||||
| Emerging Markets Full Spectrum Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 23,525.02 | * | 40.47 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th FL, Jersey CityNJ 07310-2055 | 14,633.44 | * | 25.17 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 4,849.38 | 8.34 | % | |||||||
| Emerging Markets Full Spectrum Bond Fund | C** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN55402-2405 | 3,049.11 | 5.25 | % | |||||||
| Emerging Markets Full Spectrum Bond Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 263,767.57 | * | 61.96 | % | ||||||
B-1
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Full Spectrum Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 129,405.15 | * | 30.40 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 13,631,344.86 | * | 32.11 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 18,569,384.81 | * | 43.74 | % | ||||||
| Emerging Markets Full Spectrum Bond Fund | Institutional | Anne Arundel County Maryland, Anne Arundel County Retirement &, Pension System, PO Box 2700, Annapolis MD 21404-2700 | 8,075,882.34 | 19.02 | % | |||||||
| Emerging Markets Full Spectrum Bond Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 491,663.70 | * | 43.96 | % | ||||||
| Emerging Local Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,188,057.92 | * | 26.23 | % | ||||||
| Emerging Local Bond Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN DEPT Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 746,387.33 | 6.14 | % | |||||||
| Emerging Local Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 660,873.15 | 5.44 | % | |||||||
| Emerging Local Bond Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 732,588.60 | 6.03 | % | |||||||
B-2
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Local Bond Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 1,495,719.22 | 12.30 | % | |||||||
| Emerging Local Bond Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 997,353.71 | 8.20 | % | |||||||
| Emerging Local Bond Fund | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 1,998,907.05 | 16.44 | % | |||||||
| Emerging Local Bond Fund | Administrative** | Mitra & Co, Fbo Xx, C/O Marshall & Ilsley Trust Company, 11270 W Park Pl Ste 400-PPW-08-WM, ATTN Mutual Funds, Milwaukee WI 53224-3638 | 1,106,181.83 | * | 27.97 | % | ||||||
| Emerging Local Bond Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,393,055.08 | * | 60.50 | % | ||||||
| Emerging Local Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 758,525.13 | 12.68 | % | |||||||
| Emerging Local Bond Fund | C** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO63103-2523 | 681,379.98 | 11.39 | % | |||||||
| Emerging Local Bond Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 1,065,544.04 | 17.81 | % | |||||||
B-3
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Local Bond Fund | C ** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 441,651.03 | 7.38 | % | |||||||
| Emerging Local Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,175,350.17 | 19.64 | % | |||||||
| Emerging Local Bond Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 456,219.97 | 7.62 | % | |||||||
| Emerging Local Bond Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 419,400.19 | 7.01 | % | |||||||
| Emerging Local Bond Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 814,077.27 | 9.59 | % | |||||||
| Emerging Local Bond Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 470,420.76 | 5.54 | % | |||||||
| Emerging Local Bond Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,451,297.34 | * | 28.88 | % | ||||||
| Emerging Local Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 3,610,249.27 | * | 42.54 | % | ||||||
| Emerging Local Bond Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account For The,Exclusive Benefit Of Our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 84,326,957.61 | 8.67 | % | |||||||
B-4
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Local Bond Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 84,884,444.10 | 8.73 | % | |||||||
| Emerging Local Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 247,050,279.20 | * | 25.41 | % | ||||||
| Emerging Local Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 341,602,999.20 | * | 35.14 | % | ||||||
| Emerging Local Bond Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 2,600,410.50 | 8.63 | % | |||||||
| Emerging Local Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 2,093,805.32 | 6.95 | % | |||||||
| Emerging Local Bond Fund | P** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 5,238,843.55 | �� | 17.38 | % | ||||||
| Emerging Local Bond Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,727,451.83 | 5.73 | % | |||||||
| Emerging Local Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 9,398,882.54 | * | 31.19 | % | ||||||
| Emerging Local Bond Fund | P** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,620,524.27 | 5.38 | % | |||||||
B-5
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Bond Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 1,398,548.34 | 6.25 | % | |||||||
| Emerging Markets Bond Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9thFl, Jersey City NJ 07310-2055 | 1,141,328.63 | 5.10 | % | |||||||
| Emerging Markets Bond Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,362,449.77 | 10.57 | % | |||||||
| Emerging Markets Bond Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 1,983,673.97 | 8.87 | % | |||||||
| Emerging Markets Bond Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 1,487,254.31 | 6.65 | % | |||||||
| Emerging Markets Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,942,395.15 | 17.63 | % | |||||||
| Emerging Markets Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center,Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,441,002.76 | 6.44 | % | |||||||
| Emerging Markets Bond Fund | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 340,335.02 | * | 51.18 | % | ||||||
| Emerging Markets Bond Fund | Administrative** | Wtrisc Co IRA Omnibus Acct, C/O Icma Retirement Corporation, 777 North Capitol Street, NE, WashingtonDC 20002-4239 | 33,878.60 | 5.10 | % | |||||||
B-6
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Bond Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 140,480.35 | 21.13 | % | |||||||
| Emerging Markets Bond Fund | Administrative** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 40,200.18 | 6.05 | % | |||||||
| Emerging Markets Bond Fund | B** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,533.29 | 6.38 | % | |||||||
| Emerging Markets Bond Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,744.69 | 15.59 | % | |||||||
| Emerging Markets Bond Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 16,640.90 | * | 69.26 | % | ||||||
| Emerging Markets Bond Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 1,425,722.71 | 13.85 | % | |||||||
| Emerging Markets Bond Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 858,731.28 | 8.34 | % | |||||||
| Emerging Markets Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,019,298.80 | 9.90 | % | |||||||
B-7
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,653,472.44 | 16.07 | % | |||||||
| Emerging Markets Bond Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 945,145.35 | 9.18 | % | |||||||
| Emerging Markets Bond Fund | C** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,794,653.40 | 17.44 | % | |||||||
| Emerging Markets Bond Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 771,664.45 | 7.50 | % | |||||||
| Emerging Markets Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct Fbo Customers, ATTN Mutual Funds,211 Main St, San Francisco CA 94105-1905 | 9,555,025.65 | * | 48.27 | % | ||||||
| Emerging Markets Bond Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 5,210,225.57 | * | 26.32 | % | ||||||
| Emerging Markets Bond Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 1,072,025.92 | 5.42 | % | |||||||
| Emerging Markets Bond Fund | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct XXXX, PO Box 1533, Minneapolis MN 55480-1533 | 30,762,106.93 | 16.64 | % | |||||||
B-8
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Bond Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 22,385,162.61 | 12.11 | % | |||||||
| Emerging Markets Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 15,740,177.71 | 8.52 | % | |||||||
| Emerging Markets Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 27,887,709.77 | 15.09 | % | |||||||
| Emerging Markets Bond Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 17,209,897.86 | 9.31 | % | |||||||
| Emerging Markets Bond Fund | Institutional** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 12,242,537.28 | 6.62 | % | |||||||
| Emerging Markets Bond Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 3,148,911.62 | 12.85 | % | |||||||
| Emerging Markets Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 6,265,601.65 | * | 25.58 | % | ||||||
| Emerging Markets Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 11,113,203.77 | * | 45.37 | % | ||||||
B-9
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Bond Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,325,066.99 | 5.41 | % | |||||||
| Emerging Markets Corporate Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 92,321.46 | * | 50.54 | % | ||||||
| Emerging Markets Corporate Bond Fund | A** | Jp Morgan Clearing Corp Omnibus, Account For The Exclusive Benefit, Of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 45,420.03 | 24.87 | % | |||||||
| Emerging Markets Corporate Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 17,237.03 | 24.16 | % | |||||||
| Emerging Markets Corporate Bond Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 19,055.47 | * | 26.71 | % | ||||||
| Emerging Markets Corporate Bond Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 15,505.22 | 21.73 | % | |||||||
| Emerging Markets Corporate Bond Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 18,516.72 | * | 61.39 | % | ||||||
| Emerging Markets Corporate Bond Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, OmahaNE 68103-2226 | 3,969.60 | 13.16 | % | |||||||
| Emerging Markets Corporate Bond Fund | D | Vanguard Brokerage Services, A/C XXXX-XXXX, PO Box 1170, Valley Forge PA 19482-1170 | 3,143.22 | 10.42 | % | |||||||
| Emerging Markets Corporate Bond Fund | D | Capital One Investing, LLC, —Omnibus Account—, 83 S King St Ste 700, Seattle WA 98104-2851 | 1,904.98 | 6.32 | % | |||||||
B-10
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Corporate Bond Fund | D | Vanguard Brokerage Services, A/C XXXX-XXXX, PO Box 1170, Valley ForgePA 19482-1170 | 1,828.35 | 6.06 | % | |||||||
| Emerging Markets Corporate Bond Fund | Institutional | State Street Bank FBO,PIMCO Emerging Markets Full, Spectrum Bond, ATTN Chuck Nixon,801 Pennsylvania Ave, Kansas City MO 64105-1307 | 9,839,709.42 | 24.07 | % | |||||||
| Emerging Markets Corporate Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 6,026,718.54 | 14.74 | % | |||||||
| Emerging Markets Corporate Bond Fund | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct XXXX, PO Box 1533, Minneapolis MN 55480-1533 | 2,683,774.90 | 6.56 | % | |||||||
| Emerging Markets Corporate Bond Fund | Institutional | State Street Bank FBO, PVIT Global Multi Asset Port, 801 Pennsylvania Ave, ATTN Chuck Nixon, Kansas City MO 64105-1307 | 2,402,487.04 | 5.88 | % | |||||||
| Emerging Markets Corporate Bond Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 10,877,567.09 | * | 26.61 | % | ||||||
| Emerging Markets Corporate Bond Fund | Institutional | State Street Kansas City FBO, PIMCO Global Multi-Asset Fund, ATTN: Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 2,269,967.10 | 5.55 | % | |||||||
| Emerging Markets Corporate Bond Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 5,670.03 | 6.17 | % | |||||||
| Emerging Markets Corporate Bond Fund | P** | Stifel Nicolaus & Co Inc, 501 North Broadway, Saint Louis MO 63102-2188 | 22,502.24 | 24.47 | % | |||||||
B-11
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Corporate Bond Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 5,198.81 | 5.65 | % | |||||||
| Emerging Markets Corporate Bond Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 50,192.38 | * | 54.58 | % | ||||||
| Emerging Markets Currency Fund | A** | Nationwide Trust Company Fsb, c/o IPO Portfolio Accounting, PO Box 182029, ColumbusOH 43218-2029 | 224,853.51 | 6.71 | % | |||||||
| Emerging Markets Currency Fund | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 291,008.08 | 8.69 | % | |||||||
| Emerging Markets Currency Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 636,813.51 | 19.01 | % | |||||||
| Emerging Markets Currency Fund | A** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 235,191.55 | 7.02 | % | |||||||
| Emerging Markets Currency Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 200,443.80 | 5.98 | % | |||||||
| Emerging Markets Currency Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 180,639.22 | 5.39 | % | |||||||
| Emerging Markets Currency Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 431,754.61 | 12.89 | % | |||||||
| Emerging Markets Currency Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 175,344.38 | 5.23 | % | |||||||
B-12
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Currency Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 996,283.46 | * | 97.17 | % | ||||||
| Emerging Markets Currency Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 159,711.87 | 8.42 | % | |||||||
| Emerging Markets Currency Fund | C** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 110,864.91 | 5.85 | % | |||||||
| Emerging Markets Currency Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 377,987.53 | 19.94 | % | |||||||
| Emerging Markets Currency Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 96,301.19 | 5.08 | % | |||||||
| Emerging Markets Currency Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 300,963.56 | 15.88 | % | |||||||
| Emerging Markets Currency Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 346,383.59 | 18.27 | % | |||||||
| Emerging Markets Currency Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 175,283.73 | 9.25 | % | |||||||
B-13
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Emerging Markets Currency Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,580,734.50 | * | 52.82 | % | ||||||
| Emerging Markets Currency Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 501,254.67 | 10.26 | % | |||||||
| Emerging Markets Currency Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 1,367,630.81 | * | 27.99 | % | ||||||
| Emerging Markets Currency Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 215,048,019.70 | * | 36.46 | % | ||||||
| Emerging Markets Currency Fund | Institutional** | State Street Bank & Trust Co FBO, Pimco All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 305,966,502.50 | * | 51.88 | % | ||||||
| Emerging Markets Currency Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 375,373.19 | 14.78 | % | |||||||
| Emerging Markets Currency Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc For The Sole Benefit Of, Its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 908,336.78 | * | 35.76 | % | ||||||
| Emerging Markets Currency Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 955,448.17 | * | 37.62 | % | ||||||
| Foreign Bond Fund (Unhedged) | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 1,095,942.05 | 8.53 | % | |||||||
| Foreign Bond Fund (Unhedged) | A** | Ing Life Insurance & Annuity Co, 151 Farmington Ave, Hartford CT 06156-0001 | 1,404,278.67 | 10.93 | % | |||||||
B-14
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (Unhedged) | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 656,794.37 | 5.11 | % | |||||||
| Foreign Bond Fund (Unhedged) | A** | National Financial Services LLC, For The Benefit Of Our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St,New YorkNY 10281-1003 | 2,024,279.99 | 15.75 | % | |||||||
| Foreign Bond Fund (Unhedged) | A | ATTN NPIO Trade Desk, DCGT As TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 781,234.63 | 6.08 | % | |||||||
| Foreign Bond Fund (Unhedged) | A** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 746,594.52 | 5.81 | % | |||||||
| Foreign Bond Fund (Unhedged) | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 1,304,497.54 | 10.15 | % | |||||||
| Foreign Bond Fund (Unhedged) | Administrative** | Vanguard Marketing Corporation, 100 Vanguard Blvd, MalvernPA 19355-2331 | 91,407.58 | 5.06 | % | |||||||
| Foreign Bond Fund (Unhedged) | Administrative** | VRSCO FBO AIGFSB Cust TTEE FBO, University Of Texas Saver XXXB, 2929 Allen Pkwy Ste A6-20, Houston TX 77019-7117 | 115,147.63 | 6.37 | % | |||||||
| Foreign Bond Fund (Unhedged) | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 683,492.95 | * | 37.80 | % | ||||||
B-15
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (Unhedged) | Administrative** | VRSCO FBO AIGFSB Cust TTEE FBO, University Of Texas XXXB ORP, 2929 Allen Pkwy Ste A6-20, Houston TX 77019-7117 | 453,874.57 | * | 25.10 | % | ||||||
| Foreign Bond Fund (Unhedged) | Administrative** | WTRISC Co IRA Omnibus Acct, c/o ICMA Retirement Corporation, 777 North Capitol Street, Ne, WashingtonDC 20002-4239 | 105,548.22 | 5.84 | % | |||||||
| Foreign Bond Fund (Unhedged) | Administrative | DCGT as TTEE and or Cust FBO, PLIC Various Retirement Plans, Omnibus, ATTN NPIO Trade Desk, 711 High St, Des Moines IA 50392-0001 | 134,715.33 | 7.45 | % | |||||||
| Foreign Bond Fund (Unhedged) | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 364,205.49 | 8.33 | % | |||||||
| Foreign Bond Fund (Unhedged) | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 432,207.30 | 9.89 | % | |||||||
| Foreign Bond Fund (Unhedged) | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 289,578.50 | 6.62 | % | |||||||
| Foreign Bond Fund (Unhedged) | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,081,381.03 | 24.74 | % | |||||||
| Foreign Bond Fund (Unhedged) | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 994,287.14 | 22.75 | % | |||||||
B-16
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (Unhedged) | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA92121-1968 | 257,538.66 | 5.89 | % | |||||||
| Foreign Bond Fund (Unhedged) | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 258,354.59 | 5.91 | % | |||||||
| Foreign Bond Fund (Unhedged) | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 10,019,071.77 | 18.77 | % | |||||||
| Foreign Bond Fund (Unhedged) | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 30,754,875.24 | * | 57.62 | % | ||||||
| Foreign Bond Fund (Unhedged) | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 18,408,128.58 | 13.38 | % | |||||||
| Foreign Bond Fund (Unhedged) | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 34,221,032.56 | 24.87 | % | |||||||
| Foreign Bond Fund (Unhedged) | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 8,396,543.17 | 6.10 | % | |||||||
| Foreign Bond Fund (Unhedged) | Institutional | Producer-Writers Guild Of America, Pension Plan, 1015 N Hollywood Way, Burbank CA 91505-2526 | 7,244,061.57 | 5.26 | % | |||||||
B-17
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (Unhedged) | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 9,648,988.34 | 7.01 | % | |||||||
| Foreign Bond Fund (Unhedged) | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct XXXX, PO Box 1533, Minneapolis MN 55480-1533 | 15,807,155.35 | 11.49 | % | |||||||
| Foreign Bond Fund (Unhedged) | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 804,922.01 | 6.79 | % | |||||||
| Foreign Bond Fund (Unhedged) | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit Of, Its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 988,299.45 | 8.33 | % | |||||||
| Foreign Bond Fund (Unhedged) | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 7,452,273.73 | * | 62.82 | % | ||||||
| Foreign Bond Fund (Unhedged) | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 1,155,674.44 | 9.74 | % | |||||||
| Foreign Bond Fund (Unhedged) | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 2,334,537.17 | 7.01 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 4,100,145.58 | 12.31 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 2,732,905.18 | 8.21 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 11,185,226.64 | * | 33.58 | % | ||||||
B-18
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Administrative** | Charles Schwab & Co Special Custody, Acct For Exclusive Benefit Of Our, Customers, ATTN: Carol Wu/Mutual Fund Ops, 211 Main St, San Francisco CA 94105-1905 | 549,528.65 | 16.43 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Administrative** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 640,176.00 | 19.15 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Administrative** | Lincoln Retirement Services Company, FBO Forrest General Hospital Xxxb, PO Box 7876, Fort Wayne IN 46801-7876 | 253,143.50 | 7.57 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Administrative | PIMS/Prudential Retirement/as, Nominee for the TTEE/Cust Pl, XXXXXX Exco Resources Inc XXXK Plan, 12377 Merit Dr Ste 1700, Dallas TX 75251-2256 | 319,150.37 | 9.54 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 558,697.11 | 16.71 | % | |||||||
| Foreign Bond Fund (U.S.Dollar-Hedged) | B** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 652.93 | 14.74 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | B** | First Clearing LLC, Special Custody Acct For The, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO63103-2523 | 230.79 | 5.21 | % | |||||||
B-19
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 3,543.74 | * | 79.99 | % | ||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 635,298.82 | 11.24 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 667,496.37 | 11.81 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 322,028.76 | 5.70 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 584,517.03 | 10.34 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 707,478.98 | 12.52 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 335,217.67 | 5.93 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 969,870.68 | 17.16 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 322,295.57 | 5.70 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 34,851,856.34 | * | 51.28 | % | ||||||
B-20
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 20,344,977.59 | * | 29.94 | % | ||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | D** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 4,554,141.19 | 6.70 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct XXXX, PO Box 1533, Minneapolis MN 55480-1533 | 129,106,308.40 | 24.17 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 151,153,222.90 | * | 28.29 | % | ||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 101,938,934.30 | 19.08 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 7,107,559.84 | 9.45 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 8,666,755.97 | 11.52 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 41,407,504.05 | * | 55.06 | % | ||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 4,080,660.83 | 5.43 | % | |||||||
B-21
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | P** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 5,378,421.45 | 7.15 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | R** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 283,983.96 | 8.28 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | R** | Security Benefit Life Ins Co, Sbl Variable Annuity Account XIV, ATTN Finance Department, 1 SW Security Benefit Pl, Topeka KS 66636-1000 | 231,488.35 | 6.75 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | R** | UMB Bank NA, Fiduciary For Various Tax Deferred, Accounts, ATTN Finance Department, 1 SW Security Benefit Pl, Topeka KS 66636-1000 | 676,763.30 | 19.74 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | R** | Security Benefit Life Ins Co, SBL VA Account XIV-X, 1 SW Security Benefit Pl, Topeka KS 66636-1000 | 171,501.45 | 5.00 | % | |||||||
| Foreign Bond Fund (U.S. Dollar-Hedged) | R** | UMB Bank N/A, Fiduciary For Tax Deferred A/C’S, 1 Security Benefit Place, Topeka KS 66636-1000 | 935,513.59 | * | 27.29 | % | ||||||
| Global Advantage Strategy Bond Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 350,258.02 | 13.18 | % | |||||||
| Global Advantage Strategy Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 211,361.62 | 7.96 | % | |||||||
| Global Advantage Strategy Bond Fund | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 229,677.71 | 8.65 | % | |||||||
| Global Advantage Strategy Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 686,633.48 | * | 25.85 | % | ||||||
B-22
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Advantage Strategy Bond Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 207,100.87 | 7.80 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 145,043.31 | 9.96 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 79,685.45 | 5.47 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 76,303.19 | 5.24 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 124,908.27 | 8.58 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 141,690.99 | 9.73 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 359,346.23 | 24.68 | % | |||||||
| Global Advantage Strategy Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 209,244.45 | 14.37 | % | |||||||
| Global Advantage Strategy Bond Fund | D** | TD Ameritrade Inc For The, Exclusive Benefit Of Our Clients, PO Box 2226, OmahaNE 68103-2226 | 405,562.15 | 18.23 | % | |||||||
| Global Advantage Strategy Bond Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 820,955.23 | * | 36.91 | % | ||||||
B-23
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Advantage Strategy Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct Fbo Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 555,644.76 | 24.98 | % | |||||||
| Global Advantage Strategy Bond Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 253,528.57 | 11.40 | % | |||||||
| Global Advantage Strategy Bond Fund | Institutional | Northern Trust Co FBO, Trinity Health, 801 S Canal St # C1-N, ChicagoIL 60607-4715 | 17,553,795.82 | 8.88 | % | |||||||
| Global Advantage Strategy Bond Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 32,321,937.28 | 16.34 | % | |||||||
| Global Advantage Strategy Bond Fund | Institutional | Sound Retirement Trust, 201 Queen Anne Ave N Ste 100, Seattle WA 98109-4824 | 18,799,712.81 | 9.51 | % | |||||||
| Global Advantage Strategy Bond Fund | Institutional** | Wells Fargo Bank FBO, Wells Fargo Bank XXXK Retirement, Plan A/C XXXXXXXXXX, 1525 West Wt Harris Blvd, Charlotte NC 28262-8522 | 13,552,972.13 | 6.85 | % | |||||||
| Global Advantage Strategy Bond Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 43,962,279.11 | 22.23 | % | |||||||
| Global Advantage Strategy Bond Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 325,563.26 | 17.41 | % | |||||||
| Global Advantage Strategy Bond Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 228,065.13 | 12.20 | % | |||||||
B-24
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Advantage Strategy Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 696,924.28 | * | 37.27 | % | ||||||
| Global Advantage Strategy Bond Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 151,002.41 | 8.08 | % | |||||||
| Global Advantage Strategy Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 276,212.29 | 14.77 | % | |||||||
| Global Advantage Strategy Bond Fund | R** | Sammons Financial Network, 5801 Sw 6th Ave, Topeka KS 66636-1001 | 54,129.30 | 10.55 | % | |||||||
| Global Advantage Strategy Bond Fund | R** | Voya Institutional Trust Company, 1 Orange Way, Windsor CT 06095-4773 | 413,000.70 | * | 80.48 | % | ||||||
| Global Bond Fund (Unhedged) | Administrative** | John Hancock Life Ins Co (USA), ATTN Liz Seeley, Rps-Trading Ops St-4, 601 Congress St, Boston MA 02210-2805 | 13,710,399.05 | * | 80.59 | % | ||||||
| Global Bond Fund (Unhedged) | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,239,175.81 | 7.28 | % | |||||||
| Global Bond Fund (Unhedged) | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,209,188.12 | * | 41.25 | % | ||||||
B-25
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Bond Fund (Unhedged) | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 1,288,334.92 | * | 43.95 | % | ||||||
| Global Bond Fund (Unhedged) | Institutional** | Blue Cross & Blue Shield Of, Massachusetts Hmo Blue Inc, Treasury Department 01-07, Landmark Center,401 Park Dr, Boston MA 02215-3325 | 8,734,045.67 | 14.89 | % | |||||||
| Global Bond Fund (Unhedged) | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 5,307,323.35 | 9.05 | % | |||||||
| Global Bond Fund (Unhedged) | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 21,527,302.70 | * | 36.71 | % | ||||||
| Global Bond Fund (Unhedged) | Institutional** | Blue Cross Blue Shield Of, Massachusetts Inc Indemnity, Treasury Department 01-07, Landmark Center Treasury 01/07, 401 Park Dr,Boston MA 02215-3326 | 6,705,657.00 | 11.43 | % | |||||||
| Global Bond Fund (Unhedged) | P** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 7,221.74 | 6.11 | % | |||||||
| Global Bond Fund (Unhedged) | P | Leslie C Sugimoto DDS FBO, Leslie C Sugimoto DDS Inc XXX(K), Profit Sharing Plan & Trust, 3151 S White Rd Ste 211, San Jose CA 95148-4045 | 37,057.81 | * | 31.35 | % | ||||||
B-26
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Bond Fund (Unhedged) | P | Matrix Trust Company Cust FBO, Pen Ryn School XXX(B) Plan, 717 17th Street Suite 1300, Denver CO 80202-3304 | 9,028.98 | 7.64 | % | |||||||
| Global Bond Fund (Unhedged) | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 47,881.97 | * | 40.50 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 822,765.65 | 13.43 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2nd Ave South, Minneapolis MN 55402-2405 | 639,524.13 | 10.44 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,000,257.19 | 16.32 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | Edward D Jones & Co, for the Benefit Of Customers, XXXXX Manchester Rd, Saint Louis MO 63131-3729 | 395,563.68 | 6.46 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 389,974.80 | 6.36 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 413,097.54 | 6.74 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 386,654.60 | 6.31 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 347,277.63 | 5.67 | % | |||||||
B-27
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Bond Fund (U.S. Dollar Hedged) | Administrative** | T Rowe Price Trust Co TTEE FBO, Retirement Plan Clients, ATTN Asset Reconciliation, PO Box 17215, Baltimore MD 21297-1215 | 83,120.61 | 19.21 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 256,485.11 | * | 59.29 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 4,998.07 | * | 49.57 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | B** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 3,680.26 | * | 36.50 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | B** | BB&T Securities IRA C/F, Joseph M Sheehan, 3516 Wellington Dr, Hurricane WV 25526-9416 | 942.56 | 9.35 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 626,761.23 | * | 26.34 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 231,749.21 | 9.74 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 190,312.11 | 8.00 | % | |||||||
B-28
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Bond Fund (U.S. Dollar Hedged) | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 214,210.40 | 9.00 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 203,405.37 | 8.55 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | Institutional** | Caribou Insurance Company Inc, AON c/o Adrian Richardson, 199 Water Street, New York NY 10038-3526 | 3,211,455.73 | 9.58 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | Institutional | Wells Fargo Bank NA FBO, HMH – Operational Portfolio, XXXXXXXX, PO Box 1533, Minneapolis MN 55480-1533 | 1,732,397.47 | 5.17 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | Institutional | Ram IIC Inc, 76 St Paul Street Suite 500, Burlington VT 05401-4477 | 3,882,633.61 | 11.58 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 9,940,256.30 | * | 29.64 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | Institutional** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 5,879,137.46 | 17.53 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 3,489,011.70 | 10.40 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 638,452.63 | 17.98 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 546,125.26 | 15.38 | % | |||||||
B-29
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Global Bond Fund (U.S. Dollar Hedged) | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 566,694.25 | 15.96 | % | |||||||
| Global Bond Fund (U.S. Dollar Hedged) | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL32246-6484 | 903,185.40 | * | 25.44 | % | ||||||
| Global Bond Fund (U.S. Dollar Hedged) | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 221,822.34 | 6.25 | % | |||||||
| Government Money Market Fund | A** | Voya Institutional Trust Company, 151 Farmington Ave, Hartford CT 06156-0001 | 1,330,246.49 | 10.31 | % | |||||||
| Government Money Market Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 2,019,056.53 | 15.65 | % | |||||||
| Government Money Market Fund | A** | Jp Morgan Clearing Corp Omnibus, Account For The Exclusive Benefit, Of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 1,213,779.44 | 9.41 | % | |||||||
| Government Money Market Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,864,542.97 | * | 29.95 | % | ||||||
| Government Money Market Fund | A** | Edward D Jones & Co, For The Benefit Of Customers, XXXXX Manchester Rd, Saint Louis MO 63131-3729 | 1,064,692.62 | 8.25 | % | |||||||
| Government Money Market Fund | A | TD Ameritrade Fbo, North Berwick Capital Lp, ATTN: Vincent A Rossi Jr, 1101 Lafayette Rd, Bryn Mawr PA 19010-1947 | 1,000,723.02 | 7.75 | % | |||||||
| Government Money Market Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 659,229.21 | 18.05 | % | |||||||
| Government Money Market Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 938,218.53 | * | 25.68 | % | ||||||
B-30
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Government Money Market Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept XthFloor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 832,807.04 | 22.80 | % | |||||||
| Government Money Market Fund | M** | State Street Bank & Trust Co FBO, PIMCO All Asset Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 250,009,901.20 | * | 29.41 | % | ||||||
| Government Money Market Fund | M** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 300,000,587.90 | * | 35.29 | % | ||||||
| Government Money Market Fund | M** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 107,317,868.90 | 12.62 | % | |||||||
| Government Money Market Fund | M | US Bank NA FBO CFP, for the PIMCO Investment, Po Box 1787, Milwaukee WI53201-1787 | 75,037,113.82 | 8.83 | % | |||||||
| Government Money Market Fund | M | VIVA Health Inc, 417 20th St N Ste 100, BirminghamAL 35203-3220 | 62,877,267.16 | 7.40 | % | |||||||
| Government Money Market Fund | P | James Miller FBO, Compressed Air Specialists Com XXX, 370 Meadowlands Blvd, Washington PA 15301-8905 | 318,567.01 | 17.06 | % | |||||||
| Government Money Market Fund | P | Mid Atlantic Trust Company FBO, Childhood Leukemia Foundation, XXX(K) Profit Sharing Plan & Trust, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 542,656.43 | * | 29.06 | % | ||||||
| Government Money Market Fund | P | Mid Atlantic TR Co FBO, Urban Housing Communities LLC XXXK, PSP & TR, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 194,323.53 | 10.41 | % | |||||||
| Government Money Market Fund | p | Mid Atlantic Trust Company FBO, Central Limestone Company XXX(K) PR, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 165,835.05 | 8.88 | % | |||||||
B-31
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Government Money Market Fund | P | Mid Atlantic Trust Company FBO, Yale S Popowich Md PC XXX K, Profit Sharing Plan & Trust, 1251 Waterfront Pl Ste 525, Pittsburgh PA 15222-4228 | 181,941.64 | 9.74 | % | |||||||
| Low Duration Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 18,506,092.97 | 10.72 | % | |||||||
| Low Duration Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 15,783,406.92 | 9.15 | % | |||||||
| Low Duration Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 21,446,920.45 | 12.43 | % | |||||||
| Low Duration Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 15,139,209.92 | 8.77 | % | |||||||
| Low Duration Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 11,737,650.01 | 6.80 | % | |||||||
| Low Duration Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 15,590,110.89 | 9.03 | % | |||||||
| Low Duration Fund | Administrative** | Assetmark Trust Company FBO, Assetmark Inc & Mutual Clients &, FBO Other Custodial Clients, 3200 N Central Ave Fl 7, Phoenix AZ 85012-2468 | 4,781,740.69 | 13.80 | % | |||||||
B-32
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 20,655,768.49 | * | 59.60 | % | ||||||
| Low Duration Fund | B** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 44,543.53 | * | 25.25 | % | ||||||
| Low Duration Fund | B** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 9,155.68 | 5.19 | % | |||||||
| Low Duration Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 81,100.11 | * | 45.97 | % | ||||||
| Low Duration Fund | B** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 9,544.69 | 5.41 | % | |||||||
| Low Duration Fund | B | William Hauenstein &, Violet Hauenstein Jt Wros, 3611 Woodhill Pl, Fairfax VA 22031-3331 | 9,915.96 | 5.62 | % | |||||||
| Low Duration Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 10,278,486.97 | 13.74 | % | |||||||
| Low Duration Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 5,045,772.23 | 6.75 | % | |||||||
B-33
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 5,091,388.66 | 6.81 | % | |||||||
| Low Duration Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 18,486,616.16 | 24.72 | % | |||||||
| Low Duration Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 3,971,740.57 | 5.31 | % | |||||||
| Low Duration Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 7,924,516.56 | 10.60 | % | |||||||
| Low Duration Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 9,231,240.75 | 12.34 | % | |||||||
| Low Duration Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 67,009,119.40 | * | 55.21 | % | ||||||
| Low Duration Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 37,584,512.64 | * | 30.97 | % | ||||||
| Low Duration Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 6,356,256.15 | 5.24 | % | |||||||
| Low Duration Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 157,510,866.10 | 16.58 | % | |||||||
B-34
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 160,654,220.50 | 16.91 | % | |||||||
| Low Duration Fund | Institutional** | State Street Bank & Trust Co FBO, PIMCO All Asset All Authority Fund, ATTN Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO 64105-1307 | 72,210,746.85 | 7.60 | % | |||||||
| Low Duration Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 13,052,719.50 | 10.11 | % | |||||||
| Low Duration Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 12,402,924.31 | 9.60 | % | |||||||
| Low Duration Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 21,996,904.75 | 17.03 | % | |||||||
| Low Duration Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 52,777,698.00 | * | 40.86 | % | ||||||
| Low Duration Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 10,408,933.48 | 8.06 | % | |||||||
| Low Duration Fund | R** | Umb Bank N/A, Fiduciary For Tax Deferred A/C’S, 1 Sw Security Benefit Pl, Topeka KS 66636-1000 | 704,447.75 | 5.54 | % | |||||||
| Low Duration Fund | R** | State Street Bank Trustee, and/or Custodian, FBO ADP Access, 1 Lincoln St, Boston MA 02111-2901 | 1,396,422.13 | 10.98 | % | |||||||
B-35
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund | R | ATTN NPIO Trade Desk, DCGT as TTEE and/or Cust, FBO PLIC Various Retirement Plans, Omnibus, 711 High St, Des Moines IA 50392-0001 | 1,677,318.99 | 13.18 | % | |||||||
| Low Duration Fund | R** | New York Life Trust Company, 169 Lackawanna Ave, ParsippanyNJ 07054-1007 | 1,445,479.05 | 11.36 | % | |||||||
| Low Duration Fund | R** | Voya Institutional Trust Company, 1 Orange Way, Windsor CT 06095-4773 | 932,955.19 | 7.33 | % | |||||||
| Low Duration Fund | R** | ING Life Insurance & Annuity Co, 151 Farmington Ave, Hartford CT 06156-0001 | 2,315,862.32 | 18.20 | % | |||||||
| Low Duration Fund | R** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 802,468.59 | 6.31 | % | |||||||
| Low Duration Fund II | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 108,079.29 | 6.56 | % | |||||||
| Low Duration Fund II | Administrative | Wells Fargo Bank NA FBO, CED Grantor TR-SERP, PO Box 1533, MinneapolisMN 55480-1533 | 1,520,966.19 | * | 92.27 | % | ||||||
| Low Duration Fund II | Institutional** | Wells Fargo Bank NA FBO, Omnibus Acct XXXX, PO Box 1533, MinneapolisMN 55480-1533 | 2,448,862.48 | 5.88 | % | |||||||
B-36
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund II | Institutional | Comerica Bank FBO Health Quest, Systems Inc, P O Box 75000 M/C #XX, Detroit MI 48275-0001 | 2,736,728.47 | 6.57 | % | |||||||
| Low Duration Fund II | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 9,624,426.24 | 23.11 | % | |||||||
| Low Duration Fund II | Institutional** | Xerox Corporation Trust Agreement, to Fund Retirement Plans, 45 Glover Ave, Norwalk CT 06850-1203 | 3,940,643.25 | 9.46 | % | |||||||
| Low Duration Fund II | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 8,134,495.75 | 19.53 | % | |||||||
| Low Duration Fund II | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXXX ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 91,983.27 | * | 48.16 | % | ||||||
| Low Duration Fund II | P** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 18,514.08 | 9.69 | % | |||||||
| Low Duration Fund II | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 61,374.60 | * | 32.13 | % | ||||||
| Low Duration Fund II | P** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 19,126.76 | 10.01 | % | |||||||
B-37
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund III | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 423,652.61 | * | 59.03 | % | ||||||
| Low Duration Fund III | Administrative** | TD Ameritrade Inc for the, Exclusive Benefit of our Clients, PO Box 2226, Omaha NE 68103-2226 | 109,304.56 | 15.23 | % | |||||||
| Low Duration Fund III | Administrative** | State Street Bank TTEE AND/OR, Cust FBO ADP Access XXX (K) Plan, 1 Lincoln St, Boston MA 02111-2901 | 96,547.13 | 13.45 | % | |||||||
| Low Duration Fund III | Institutional | Daniel J Kutys &, Timothy G Oshaughnessy TTEES, Cemetary Permanent Lot Care Fund, Irrevocable Trust U/A DTD X/X/XXXX, 222 N 17th St, PhiladelphiaPA 19103-1202 | 1,332,000.01 | 6.57 | % | |||||||
| Low Duration Fund III | Institutional | The Salvation Army, A Georgia Corp, 1424 Northeast Expwy, ATTN Office of Investments, Atlanta GA 30329 | 3,935,197.48 | 19.40 | % | |||||||
| Low Duration Fund III | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 4,068,203.75 | 20.06 | % | |||||||
| Low Duration Fund III | Institutional | The Oregon Community Foundation, 1221 Sw Yamhill St Ste 100, Portland OR 97205-2108 | 1,384,696.14 | 6.83 | % | |||||||
B-38
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Low Duration Fund III | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 5,496,763.77 | * | 27.10 | % | ||||||
| Low Duration Fund III | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 1,622,369.39 | * | 52.63 | % | ||||||
| Low Duration Fund III | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 938,330.41 | * | 30.44 | % | ||||||
| Low Duration Fund III | Institutional** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 93,899,544.78 | 9.89 | % | |||||||
| Money Market Fund | A** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 15,044,688.74 | 7.21 | % | |||||||
| Money Market Fund | A** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 13,278,470.80 | 6.37 | % | |||||||
| Money Market Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 34,217,092.68 | 16.41 | % | |||||||
| Money Market Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center,Plaza 2, 3rd Floor, Jersey City NJ 07311 | 24,552,833.09 | 11.77 | % | |||||||
B-39
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Money Market Fund | Administrative** | New York Life Trust Company, 169 Lackawanna Ave, ParsippanyNJ 07054-1007 | 77,502,530.87 | * | 78.06 | % | ||||||
| Money Market Fund | Administrative** | Mercer Trust CO TTEE, FBO Structure Tone Organization, XXXK Plan PSP, ATTN DC Plan Admin XXXX, 1 Investors Way, NorwoodMA 02062-1599 | 11,912,965.60 | 12.00 | % | |||||||
| Money Market Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 599,553.25 | * | 53.15 | % | ||||||
| Money Market Fund | B** | First Clearing Llc, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 154,180.38 | 13.67 | % | |||||||
| Money Market Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 136,291.86 | 12.08 | % | |||||||
| Money Market Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 10,755,554.46 | 11.42 | % | |||||||
| Money Market Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 6,855,737.57 | 7.28 | % | |||||||
| Money Market Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 11,183,405.23 | 11.87 | % | |||||||
B-40
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Money Market Fund | C** | JP Morgan Clearing Corp Omnibus, Account for the Exclusive Benefit, of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, BROOKLYN NY 11245-0001 | 4,943,846.18 | 5.25 | % | |||||||
| Money Market Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 5,338,981.82 | 5.67 | % | |||||||
| Money Market Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit Of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 18,344,305.75 | 19.47 | % | |||||||
| Money Market Fund | Institutional** | Mercer Trust Co Cust Fbo, Abbvie Puerto Rico Savings Plan, 1 Investors Way, ATTN: DC Plan Admin XXXX, Norwood MA 02062-1599 | 27,627,681.54 | 7.57 | % | |||||||
| Money Market Fund | Institutional | Xerox Corporation, 45 Glover Ave, Norwalk CT 06850-1203 | 45,158,348.63 | 12.38 | % | |||||||
| Money Market Fund | Institutional | Garney Holding Company, 1333 Nw Vivion Rd, Kansas City MO 64118-4554 | 20,785,327.18 | 5.70 | % | |||||||
| Money Market Fund | Institutional | Park Corporation, ATTN: Joseph J Adams, 6200 Riverside Dr, Cleveland OH 44135-3132 | 20,515,028.53 | 5.62 | % | |||||||
| Money Market Fund | Institutional** | Trust Company Of America, #XX, PO Box 6503, Englewood CO 80155-6503 | 108,365,985.70 | * | 29.70 | % | ||||||
| Money Market Fund | Institutional** | TD Ameritrade Inc for the, Exclusive Benefit Of Our Clients, PO Box 2226, Omaha NE 68103-2226 | 34,352,337.57 | 9.42 | % | |||||||
B-41
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Money Market Fund | Institutional | Securities Finance Trust Co as, Agent for Pimco X-X Year High Yield, Corporate Bond Index Fund, 175 Federal St Fl 11, Boston MA 02110-2276 | 28,385,607.40 | 7.78 | % | |||||||
| Short Asset Investment Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 110,531.19 | 15.66 | % | |||||||
| Short Asset Investment Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 89,650.32 | 12.70 | % | |||||||
| Short Asset Investment Fund | A | Oppenheimer & Co Inc. FBO, Inovio Pharmaceuticals Inc, 660 W Germantown Pike Ste 110, Plymouth Mtng PA 19462-1111 | 198,462.52 | * | 28.12 | % | ||||||
| Short Asset Investment Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 191,437.85 | * | 27.13 | % | ||||||
| Short Asset Investment Fund | A** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 65,132.55 | 9.23 | % | |||||||
| Short Asset Investment Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 55,781.41 | * | 93.05 | % | ||||||
| Short Asset Investment Fund | Administrative** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 3,148.70 | 5.25 | % | |||||||
B-42
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short Asset Investment Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 198,314.44 | * | 54.70 | % | ||||||
| Short Asset Investment Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 44,514.24 | 12.28 | % | |||||||
| Short Asset Investment Fund | D** | National Financial Services LLC, for the Benefit of Our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 103,392.45 | * | 28.52 | % | ||||||
| Short Asset Investment Fund | Institutional** | State Street As Custodian for South, Dakota Collegeaccess Xxx Plan, Age-Based Portfolio Xx Plus PXXF, ATTN: Trust Operations, 801 Pennsylvania, Kansas City MO 64105-1307 | 2,484,498.17 | 10.87 | % | |||||||
| Short Asset Investment Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 5,856,064.99 | * | 25.62 | % | ||||||
| Short Asset Investment Fund | Institutional | Wells Fargo Bank NA FBO, Arlington Of Naples XXXX Proj Acct, XXXXXXXX, PO Box 1533, Minneapolis MN 55480-1533 | 1,600,000.00 | 7.00 | % | |||||||
| Short Asset Investment Fund | Institutional** | State Street As Custodian for South, Dakota Collegeaccess Xxx Plan, Age-Based Portfolio Xx Plus PXXF, ATTN: Trust Operations, 801 Pennsylvania, Kansas City MO 64105-1307 | 2,054,454.92 | 8.99 | % | |||||||
| Short Asset Investment Fund | Institutional ** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,701,863.17 | 7.44 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short Asset Investment Fund | Institutional | Northwestern Memorial Healthcare, 541 N Fairbanks Ct Ste 1600, Chicago IL 60611-3418 | 2,296,052.67 | 10.04 | % | |||||||
| Short Asset Investment Fund | Institutional | Northwestern Memorial Healthcare, 541 N Fairbanks Ct Ste 1600, Chicago IL 60611-3418 | 4,113,881.30 | 18.00 | % | |||||||
| Short Asset Investment Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Francisco CA 92121-1968 | 57,742.76 | * | 95.57 | % | ||||||
| Short-Term Fund | A** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 14,328,316.55 | 20.21 | % | |||||||
| Short-Term Fund | A** | First Clearing LLC, SPECIAL Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint Louis MO 63103-2523 | 6,695,052.86 | 9.45 | % | |||||||
| Short-Term Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 7,732,039.30 | 10.91 | % | |||||||
| Short-Term Fund | A** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 8,875,848.46 | 12.52 | % | |||||||
| Short-Term Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 10,971,856.93 | 15.48 | % | |||||||
| Short-Term Fund | A** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 6,878,423.76 | 9.70 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short-Term Fund | Administrative** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4thFloor, Jersey City NJ 07310-2010 | 192,303,279.30 | * | 96.78 | % | ||||||
| Short-Term Fund | B | SSB&T Cust Rollover IRA, FBO William J L’orange, 9317 S Homan Ave, Evergreen PkIL 60805-2209 | 1,989.63 | 5.91 | % | |||||||
| Short-Term Fund | B** | American Enterprise Investment SVC, FBO #XXXXXXXX, 707 2ndAve South, Minneapolis MN 55402-2405 | 4,680.55 | 13.90 | % | |||||||
| Short-Term Fund | B** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 7,539.86 | 22.39 | % | |||||||
| Short-Term Fund | B | Veronica Gibbone &, Steven L Gibbone JTWROS, 1214 South 11thSt Suite 300, Philadelphia PA 19147-5017 | 10,818.33 | * | 32.12 | % | ||||||
| Short-Term Fund | B** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, JacksonvilleFL 32246-6484 | 2,633.01 | 7.82 | % | |||||||
| Short-Term Fund | C** | First Clearing LLC, Special Custody Acct for the, Exclusive Benefit Of Customer, 2801 Market St, Saint LouisMO 63103-2523 | 2,583,234.70 | 11.88 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short-Term Fund | C** | MLPF&S for the Sole Benefit, of its Customers, ATTN Fund Admn/#XXM, 4800 Deer Lake Dr E FL 3, Jacksonville FL 32246-6484 | 3,948,349.99 | 18.15 | % | |||||||
| Short-Term Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 2,145,165.99 | 9.86 | % | |||||||
| Short-Term Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 2,185,853.10 | 10.05 | % | |||||||
| Short-Term Fund | C** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,140,249.65 | 5.24 | % | |||||||
| Short-Term Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,123,802.43 | 14.36 | % | |||||||
| Short-Term Fund | C** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 1,332,041.75 | 6.12 | % | |||||||
| Short-Term Fund | C** | National Financial Services LLC, for the Benefit of our Customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 2,140,560.29 | 9.84 | % | |||||||
| Short-Term Fund | D** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 13,219,408.81 | * | 28.08 | % | ||||||
| Short-Term Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St,San Francisco CA 94105-1905 | 25,487,877.46 | * | 54.13 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short-Term Fund | Institutional** | National Financial Services LLC, for the Benefit of our Customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 153,331,167.00 | 13.22 | % | |||||||
| Short-Term Fund | Institutional** | JP Morgan Clearing Corp Omnibus, Account For The Exclusive Benefit, Of Customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 359,127,784.10 | * | 30.96 | % | ||||||
| Short-Term Fund | Institutional** | Charles Schwab & Co Inc, Special Custody Account for the, Exclusive Benefit of our Customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 125,699,359.40 | 10.83 | % | |||||||
| Short-Term Fund | Institutional | Cystic Fibrosis Foundation, 6931 Arlington Rd Ste 200, Bethesda MD 20814-5200 | 156,212,087.60 | 13.46 | % | |||||||
| Short-Term Fund | P** | LPL Financial, A/C XXXX-XXXX, 9785 Towne Centre Drive, San DiegoCA 92121-1968 | 2,538,514.84 | 5.33 | % | |||||||
| Short-Term Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the Sole Benefit of, its Customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 6,391,747.25 | 13.42 | % | |||||||
| Short-Term Fund | P** | Raymond James, Omnibus for Mutual Funds, House Acct Firm XXXXX, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 2,688,405.35 | 5.65 | % | |||||||
| Short-Term Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 4,022,166.56 | 8.45 | % | |||||||
| Short-Term Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 21,385,984.88 | * | 44.91 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short-Term Fund | P** | UBS WM USA, XOX XXXXX XXXX, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey CityNJ 07310-2055 | 5,907,224.99 | 12.41 | % | |||||||
| Short-Term Fund | R** | Sammons Financial Network, 5801 SW 6th Ave, TopekaKS 66636-1001 | 7,060,706.32 | * | 89.18 | % | ||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Fund, and therefore may be presumed to “control” the Funds, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
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EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
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Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
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3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee,
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whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
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3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for
Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
| B. | Deadlines and Limitations |
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
| C. | Making a Submission |
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee candidate’s qualifications for service on the Board of Trustees as well as any
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information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public by Trustee During the Past 5 Years | |||||||
Interested Trustee1 | ||||||||||||
| Brent R. Harris (1959) | Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
1 Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public the Past 5 Years | |||||||
Independent Trustees | ||||||||||||
| E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
| J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
Peter G. Strelow (1970) President | 01/2015 to present
Senior Vice President 11/2013 to 01/2015
Vice President 05/2008 to 11/2013 | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. |
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
| David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
| Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 to 01/2015 | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
| Kevin M. Broadwater (1964) Vice President – Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President – Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President – Senior Counsel, Secretary | 11/2013 to present
Assistant Secretary 10/2007 to 01/2011 | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President – Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
| Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
| Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
| Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
| Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
| Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant Treasurer 05/2007 to 11/2013 | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds | ||
Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregate non-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal Year | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $ | 2,000 | $ | 0 | $ | 11,726,000 | ||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Funds by the Funds’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Funds. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Funds’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PFI_012015
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PIMCO FUNDS
650 Newport Center Drive Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust (each a “Fund” and collectively, the “Funds”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
| Sincerely, |
/s/ Brent R. Harris |
Brent R. Harris Chairman of the Board |
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust (each a “Fund” and collectively, the “Funds”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015.This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds. On this website, you will be able to access the Notice of Special Meeting of
Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
| By Order of the Board of Trustees |
Joshua D. Ratner, Secretary January 29, 2015 |
FUNDS PARTICIPATING* IN THE MEETING
ON APRIL 20, 2015
PIMCO All Asset Fund
PIMCO All Asset All Authority Fund
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO CommoditiesPLUS® Strategy Fund
PIMCO CommodityRealReturn Strategy Fund®
PIMCO Convertible Fund
PIMCO Credit Absolute Return Fund
PIMCO Diversified Income Fund
PIMCO EM Fundamental IndexPLUS® AR Strategy Fund
PIMCO Emerging Local Bond Fund
PIMCO Emerging Markets Bond Fund
PIMCO Emerging Markets Corporate Bond Fund
PIMCO Emerging Markets Currency Fund
PIMCO Emerging Markets Full Spectrum Bond Fund
PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Extended Duration Fund
PIMCO Floating Income Fund
PIMCO Foreign Bond Fund (Unhedged)
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
PIMCO Fundamental Advantage Absolute Return Strategy Fund
PIMCO Fundamental IndexPLUS® AR Fund
PIMCO Global Advantage® Strategy Bond Fund
PIMCO Global Bond Fund (Unhedged)
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
PIMCO GNMA Fund
PIMCO Global Multi-Asset Fund
PIMCO Government Money Market Fund
PIMCO High Yield Fund
PIMCO High Yield Municipal Bond Fund
PIMCO High Yield Spectrum Fund
PIMCO Income Fund
PIMCO Inflation Response Multi-Asset Fund
PIMCO International Fundamental IndexPLUS® AR Strategy Fund
PIMCO International StocksPLUS® AR Strategy Fund (Unhedged)
PIMCO International StocksPLUS® AR Strategy Fund (U.S. Dollar- Hedged)
PIMCO Intl Low Volatility RAFI®-PLUS AR Fund
PIMCO Investment Grade Corporate Bond Fund
PIMCO Long Duration Total Return Fund
PIMCO Long-Term Credit Fund
PIMCO Long-Term U.S. Government Fund
PIMCO Low Duration Fund
PIMCO Low Duration Fund II
PIMCO Low Duration Fund III
PIMCO Low Volatility RAFI®-PLUS AR Fund
PIMCO Moderate Duration Fund
PIMCO Money Market Fund
PIMCO Mortgage-Backed Securities Fund
PIMCO Mortgage Opportunities Fund
PIMCO Municipal Bond Fund
PIMCO Multi-Strategy Alternative Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Real Return Asset Fund
PIMCO Real Return Fund
PIMCO RealEstateRealReturn Strategy Fund
PIMCO RealPathTMIncome Fund
PIMCO RealPathTM2020 Fund
PIMCO RealPath TM2025 Fund
PIMCO RealPath TM2030 Fund
PIMCO RealPath TM2035 Fund
PIMCO RealPath TM2040 Fund
PIMCO RealPath TM2045 Fund
PIMCO RealPath TM2050 Fund
PIMCO RealPath TM 2055 Fund
PIMCO Senior Floating Rate Fund
PIMCO Short Asset Investment Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Short-Term Fund
PIMCO Small Cap StocksPLUS® AR Strategy Fund
PIMCO Small Company Fundamental IndexPLUS® AR Strategy Fund
PIMCO StocksPLUS® Fund
PIMCO StocksPLUS® Long Duration Fund
PIMCO StocksPLUS® Absolute Return Fund
PIMCO StocksPLUS® AR Short Strategy Fund
PIMCO Tax Managed Real Return Fund
PIMCO Total Return Fund
PIMCO Total Return Fund II
PIMCO Total Return Fund III
PIMCO Total Return Fund IV
PIMCO Treasury Money Market Fund
PIMCO TRENDS Managed Futures Strategy Fund
PIMCO Unconstrained Bond Fund
PIMCO Unconstrained Tax Managed Bond Fund
PIMCO Worldwide Fundamental Advantage AR Strategy Fund
PIMCO Worldwide Long/Short Fundamental Strategy Fund
| * | Certain series of the Trust, the Private Account Portfolio Series, will participate in the Meeting pursuant to a separate proxy statement. |
PIMCO FUNDS
PIMCO California Intermediate Municipal Bond Fund
PIMCO California Municipal Bond Fund
PIMCO California Short Duration Municipal Income Fund
PIMCO High Yield Municipal Bond Fund
PIMCO Municipal Bond Fund
PIMCO National Intermediate Municipal Bond Fund
PIMCO New York Municipal Bond Fund
PIMCO Short Duration Municipal Income Fund
PIMCO Tax Managed Real Return Fund
PIMCO Unconstrained Tax Managed Bond Fund
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the “Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust (each a “Fund,” and collectively, the “Funds”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
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The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Fund and for each class of each Fund is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Fund’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds, including certain of the Funds, for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Funds (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund, and PIMCO Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit Bfor more information regarding the PIMCO Funds of Funds ownership of Fund shares. The PIMCO Funds of Funds will vote any shares of an Underlying PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to the extent the Funds own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Funds will vote such shares in proportion to the votes of all other
2
shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Funds and other PIMCO-advised funds, the Funds will vote such shares in proportion to the votes of the respective Fund’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Fund’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Fund’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Fund’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
Shareholders can find important information about the Funds in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
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PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of no reason why any of the nominees will be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a
4
majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO(7/09 -2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota Financial Services (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| (1) | Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other Public | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
| Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| (†) | Trustees serve until their successors are duly elected and qualified. |
| (*) | The information for the individuals listed is as of December 31, 2014. |
| (**) | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
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Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
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Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
Trustee and Nominee Ownership of Fund Shares
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Nominee | ||||||
Douglas M. Hodge | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $10,001 - $50,000 | |||||
| PIMCO Global Multi-Asset Fund | Over $100,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Mortgage-Backed Securities Fund | $1 - $10,000 | |||||
| PIMCO Real Return Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
PIMCO Short Asset Investment Fund | Over $100,000 | |||||
| PIMCO StocksPLUS® Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
Independent Nominees | ||||||
George E. Borst | PIMCO Total Return Fund | Over $100,000 | Over $100,000 | |||
| PIMCO Low Duration Fund | Over $100,000 | |||||
| PIMCO Short Duration Municipal Income Fund | Over $100,000 | |||||
Jennifer Holden Dunbar | None | None | None | |||
Gary F. Kennedy | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
Peter B. McCarthy | None | None | Over $100,000 | |||
Ronald C. Parker | PIMCO Total Return Fund | $10,001 - $50,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
The following table sets forth information describing the dollar range of shares in the Funds beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Interested Trustee | ||||||
Brent R. Harris | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
| PIMCO Commodity Real Return Strategy® Fund | $10,001 - $50,000 | |||||
| PIMCO EM Fundamental Index PLUS® AR Strategy Fund | Over $100,000 | |||||
| PIMCO Emerging Markets Bond Fund | $50,001 - $100,000 | |||||
| PIMCO Foreign Bond Fund (U.S.Dollar-Hedged) | $50,001 - $100,000 | |||||
| PIMCO Fundamental Advantage Absolute Return Strategy Fund | Over $100,000 | |||||
| PIMCO Money Market Fund | Over $100,000 | |||||
| PIMCO Mortgage Opportunities Fund | Over $100,000 | |||||
| PIMCO Real Return Asset Fund | Over $100,000 | |||||
| PIMCO Real Return Fund | $1 - $10,000 | |||||
| PIMCO Real EstateRealReturn Strategy Fund | Over $100,000 | |||||
| PIMCO RealPathTM 2040 Fund | Over $100,000 | |||||
| PIMCO Senior Floating Rate Fund | Over $100,000 | |||||
PIMCO Short Asset Investment Fund | $1 - $10,000 | |||||
| PIMCO StocksPLUS® AR Short Strategy Fund | Over $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
| PIMCO Worldwide Fundamental Advantage AR Strategy Fund | Over $100,000 | |||||
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Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||
Name of Fund | Dollar Range | |||||
Independent Trustees | ||||||
E. Philip Cannon | PIMCO All Asset Fund | Over $100,000 | Over $100,000 | |||
| PIMCO All Asset All Authority Fund | Over $100,000 | |||||
PIMCO Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO Income Fund | $10,001 - $50,000 | |||||
J. Michael Hagan | PIMCO All Asset All Authority Fund | Over $100,000 | Over $100,000 | |||
| PIMCO EM Fundamental IndexPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO High Yield Fund | Over $100,000 | |||||
| PIMCO Fundamental IndexPLUS® AR Fund | Over $100,000 | |||||
| PIMCO Income Fund | Over $100,000 | |||||
| PIMCO International StocksPLUS® AR Strategy Fund (Unhedged) | Over $100,000 | |||||
| PIMCO Small-Cap StocksPLUS® AR Fund | $10,001 - $50,000 | |||||
| PIMCO StocksPLUS® Absolute Return Fund | $50,001 - $100,000 | |||||
| PIMCO Total Return Fund | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of shares of the Funds, with the exception of the following Funds:
Fund | Class | Percent | ||||||
PIMCO Money Market Fund | Institutional | 6.16 | % | |||||
PIMCO Mortgage Opportunities Fund | Institutional | 1.06 | % | |||||
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Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Fund Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||
Interested Trustees | ||||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||
Independent Trustees | ||||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||
| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in
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person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Fund or Funds they are writing about, the firm through which they purchased the Fund or Funds, the share class they own (if applicable), and the number of shares held by the shareholder.
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The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Fund or any communication from an employee or agent of the Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Fund, as the full Board’s representative to attend meetings of the Fund’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in
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the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Fund, the Trust and the Fund Complex.
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors and the full
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Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each
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nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on the
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Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act, that seeks to balance the benefits of the experience and institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
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ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
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Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against any such adjournment. A shareholder vote may be taken prior to any adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Funds’ Shares are set forth in
Exhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Funds’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
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Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
| By Order of the Board of Trustees |
Joshua D. Ratner, Secretary |
January 29, 2015
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States.
Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626.
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EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
| California Intermediate Municipal Bond Fund | A | 4,071,761.484 | 12,403,449.767 | |||||||
| C | 917,884.958 | |||||||||
| D | 334,807.921 | |||||||||
| Institutional | 5,270,925.370 | |||||||||
| P | 1,808,070.034 | |||||||||
| California Municipal Bond Fund | A | 150,684.945 | 849,680.052 | |||||||
| C | 164,903.325 | |||||||||
| D | 47,573.219 | |||||||||
| Institutional | 475,414.980 | |||||||||
| P | 11,103.583 | |||||||||
| California Short Duration Municipal Income Fund | A | 6,617,955.996 | 21,421,173.995 | |||||||
| C | 292,057.479 | |||||||||
| D | 395,430.162 | |||||||||
| Institutional | 6,727,011.015 | |||||||||
| P | 7,388,719.343 | |||||||||
| High Yield Municipal Bond Fund | A | 15,215,202.869 | 45,387,280.900 | |||||||
| C | 8,230,109.075 | |||||||||
| D | 3,134,896.247 | |||||||||
| Institutional | 10,585,228.862 | |||||||||
| P | 8,221,843.847 | |||||||||
| Municipal Bond Fund | A | 22,869,372.072 | 59,799,582.195 | |||||||
| Administrative | 21,614.191 | |||||||||
| B | 46,029.966 | |||||||||
| C | 10,888,233.361 | |||||||||
| D | 1,969,427.693 | |||||||||
| Institutional | 12,055,134.114 | |||||||||
| P | 11,949,770.798 | |||||||||
| National Intermediate Municipal Bond Fund | A | 1,398,734.000 | 4,025,080.078 | |||||||
| C | 447,961.942 | |||||||||
| D | 111,504.080 | |||||||||
| Institutional | 729,716.795 | |||||||||
| P | 1,337,163.261 | |||||||||
A-1
FUND NAME | CLASS | Shares Outstanding | Total Shares Outstanding for the Fund | |||||||
| New York Municipal Bond Fund | A | 4,316,057.366 | 12,470,637.691 | |||||||
| C | 1,077,109.902 | |||||||||
| D | 1,167,116.035 | |||||||||
| Institutional | 5,296,056.272 | |||||||||
| P | 614,298.116 | |||||||||
| Short Duration Municipal Income Fund | A | 13,138,447.231 | 27,216,625.338 | |||||||
| C | 1,982,424.985 | |||||||||
| D | 1,185,268.744 | |||||||||
| Institutional | 7,452,033.710 | |||||||||
| Administrative | 152.325 | |||||||||
| P | 3,458,298.343 | |||||||||
| Tax Managed Real Return Fund | A | 447,822.195 | 6,315,841.419 | |||||||
| C | 131,734.733 | |||||||||
| D | 239,565.142 | |||||||||
| Institutional | 5,433,037.835 | |||||||||
| P | 63,681.514 | |||||||||
| Unconstrained Tax Managed Bond Fund | A | 3,467,710.534 | 29,949,643.660 | |||||||
| C | 1,141,956.431 | |||||||||
| D | 2,248,647.427 | |||||||||
| Institutional | 15,327,739.812 | |||||||||
| P | 7,763,589.456 | |||||||||
A-2
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of a class of the Funds:
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Intermediate Municipal Bond Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 210,195.17 | 5.15 | % | |||||||
| California Intermediate Municipal Bond Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,291,995.48 | * | 31.65 | % | ||||||
| California Intermediate Municipal Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 755,501.24 | 18.51 | % | |||||||
| California Intermediate Municipal Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 454,277.20 | 11.13 | % | |||||||
| California Intermediate Municipal Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 220,317.89 | 5.40 | % | |||||||
| California Intermediate Municipal Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey CityNJ 07399-0002 | 313,834.29 | 7.69 | % | |||||||
| California Intermediate Municipal Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 298,942.15 | * | 32.29 | % | ||||||
B-1
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Intermediate Municipal Bond Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 120,914.69 | 13.06 | % | |||||||
| California Intermediate Municipal Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 79,929.15 | 8.63 | % | |||||||
| California Intermediate Municipal Bond Fund | C** | JP Morgan Clearing Corp Omnibus account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd FL Mutual Fund Department, Brooklyn NY 11245-0001 | 121,311.55 | 13.10 | % | |||||||
| California Intermediate Municipal Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 118,786.59 | 12.83 | % | |||||||
| California Intermediate Municipal Bond Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 86,174.23 | 9.31 | % | |||||||
| California Intermediate Municipal Bond Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 21,716.93 | 6.47 | % | |||||||
| California Intermediate Municipal Bond Fund | D** | Charles Schwab & Co Inc, special custody acct FBO customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 188,742.44 | * | 56.27 | % | ||||||
| California Intermediate Municipal Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 100,186.77 | * | 29.87 | % | ||||||
B-2
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Intermediate Municipal Bond Fund | Institutional | Kristen S Monson TTEE, Kristen S Monson Trust, Trust dated x/xx/xx, 1633 Broadway New York, NY 10019 | 340,624.00 | 6.45 | % | |||||||
| California Intermediate Municipal Bond Fund | Institutional | William Benz TTEE, The Benz Living Trust, DTD x/xx/xx, 1633 Broadway New York, NY 10019 | 284,818.10 | 5.39 | % | |||||||
| California Intermediate Municipal Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 1,646,052.47 | * | 31.15 | % | ||||||
| California Intermediate Municipal Bond Fund | Institutional** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,645,345.10 | * | 31.14 | % | ||||||
| California Intermediate Municipal Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 219,531.27 | 12.12 | % | |||||||
| California Intermediate Municipal Bond Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 754,778.78 | * | 41.68 | % | ||||||
| California Intermediate Municipal Bond Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 111,517.17 | 6.16 | % | |||||||
| California Intermediate Municipal Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 713,166.42 | * | 39.38 | % | ||||||
B-3
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Municipal Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 39,454.43 | * | 26.13 | % | ||||||
| California Municipal Bond Fund | A** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 69,696.86 | * | 46.15 | % | ||||||
| California Municipal Bond Fund | A | Td Ameritrade FBO, Rubenson-Selvin Fam Tst, UA xx xx xx Molly Selvin or David S Rubenson Tr, 1850 Sand Hill Rd, Palo Alto CA 94304-2159 | 11,749.49 | 7.78 | % | |||||||
| California Municipal Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 22,967.68 | 15.21 | % | |||||||
| California Municipal Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 92,554.92 | * | 56.05 | % | ||||||
| California Municipal Bond Fund | C | Eddie Veal, subject to BFDS TOD Rules, PO Box 5173, Richmond CA 94805-0173 | 9,916.16 | 6.01 | % | |||||||
| California Municipal Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 31,633.60 | 19.16 | % | |||||||
| California Municipal Bond Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 17,862.24 | * | 37.47 | % | ||||||
B-4
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Municipal Bond Fund | D** | Charles Schwab & Co Inc, special custody acct FBO customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 25,750.56 | * | 54.01 | % | ||||||
| California Municipal Bond Fund | Institutional** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 100,444.05 | 21.07 | % | |||||||
| California Municipal Bond Fund | Institutional** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 319142.565 | * | 66.96 | % | ||||||
| California Municipal Bond Fund | P** | Allianz Fund Investments Inc, 1633 Broadway New York, NY 10019 | 1,061.10 | 9.53 | % | |||||||
| California Municipal Bond Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Francisco CA 92121-1968 | 10,069.62 | * | 90.47 | % | ||||||
| California Short Duration Municipal Income Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 681,061.38 | 10.28 | % | |||||||
| California Short Duration Municipal Income Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 754,434.53 | 11.39 | % | |||||||
| California Short Duration Municipal Income Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 1,591,060.18 | 24.03 | % | |||||||
| California Short Duration Municipal Income Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,967,534.02 | * | 29.71 | % | ||||||
B-5
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Short Duration Municipal Income Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 590,963.37 | 8.92 | % | |||||||
| California Short Duration Municipal Income Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 751,296.58 | 11.35 | % | |||||||
| California Short Duration Municipal Income Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 95984.1 | * | 32.86 | % | ||||||
| California Short Duration Municipal Income Fund | C** | MLPF&S for the sole benefit of its customers ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484,, | 90,477.47 | * | 30.97 | % | ||||||
| California Short Duration Municipal Income Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 68,970.15 | 23.61 | % | |||||||
| California Short Duration Municipal Income Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 79,131.03 | 20.03 | % | |||||||
| California Short Duration Municipal Income Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 253,804.67 | * | 64.23 | % | ||||||
| California Short Duration Municipal Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 40,763.56 | 10.32 | % | |||||||
B-6
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| California Short Duration Municipal Income Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 3,588,091.99 | * | 53.30 | % | ||||||
| California Short Duration Municipal Income Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 2,528,182.47 | * | 37.56 | % | ||||||
| California Short Duration Municipal Income Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 5,232,729.21 | * | 70.85 | % | ||||||
| California Short Duration Municipal Income Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,285,949.71 | 17.41 | % | |||||||
| California Short Duration Municipal Income Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 452,505.92 | 6.13 | % | |||||||
| High Yield Municipal Bond Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 2,042,339.45 | 13.38 | % | |||||||
| High Yield Municipal Bond Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,152,968.82 | 7.55 | % | |||||||
| High Yield Municipal Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,955,074.81 | 12.80 | % | |||||||
B-7
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| High Yield Municipal Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 2,842,999.50 | 18.62 | % | |||||||
| High Yield Municipal Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,133,166.45 | 7.42 | % | |||||||
| High Yield Municipal Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 2,877,540.12 | 18.85 | % | |||||||
| High Yield Municipal Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 761,218.26 | 9.15 | % | |||||||
| High Yield Municipal Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,386,778.60 | 16.67 | % | |||||||
| High Yield Municipal Bond Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 867,012.91 | 10.42 | % | |||||||
| High Yield Municipal Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 2,716,680.05 | * | 32.66 | % | ||||||
| High Yield Municipal Bond Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 850,706.86 | 10.23 | % | |||||||
B-8
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| High Yield Municipal Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,518,916.17 | * | 48.27 | % | ||||||
| High Yield Municipal Bond Fund | D | Interactive Brokers LLC, 2 Pickwick Plz Ste 202, Greenwich CT 06830-5576 | 199,584.45 | 6.34 | % | |||||||
| High Yield Municipal Bond Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 206,709.47 | 6.57 | % | |||||||
| High Yield Municipal Bond Fund | D** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 222,947.11 | 7.09 | % | |||||||
| High Yield Municipal Bond Fund | D** | Charles Schwab & Co Inc, special custody acct FBO customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 811,433.08 | * | 25.79 | % | ||||||
| High Yield Municipal Bond Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,686,919.43 | 15.87 | % | |||||||
| High Yield Municipal Bond Fund | Institutional** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 899,988.73 | 8.46 | % | |||||||
| High Yield Municipal Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 5,300,365.38 | * | 49.85 | % | ||||||
B-9
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| High Yield Municipal Bond Fund | Institutional** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 1,957,940.37 | 18.42 | % | |||||||
| High Yield Municipal Bond Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 2,450,093.56 | * | 29.74 | % | ||||||
| High Yield Municipal Bond Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,205,069.91 | 14.63 | % | |||||||
| High Yield Municipal Bond Fund | P ** | Merrill Lynch Pierce Fenner,& Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 4,262,884.96 | * | 51.74 | % | ||||||
| Municipal Bond Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,700,383.21 | 7.40 | % | |||||||
| Municipal Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 1,368,972.30 | 5.96 | % | |||||||
| Municipal Bond Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,507,499.53 | 6.56 | % | |||||||
B-10
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Municipal Bond Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 1,501,837.02 | 6.54 | % | |||||||
| Municipal Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,941,962.02 | 8.46 | % | |||||||
| Municipal Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,871,143.74 | 8.15 | % | |||||||
| Municipal Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 7,975,660.33 | * | 34.73 | % | ||||||
| Municipal Bond Fund | Administrative** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 5,462.40 | * | 25.20 | % | ||||||
| Municipal Bond Fund | Administrative** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 2,077.70 | 9.59 | % | |||||||
| Municipal Bond Fund | Administrative** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 1,433.85 | 6.62 | % | |||||||
| Municipal Bond Fund | Administrative** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 11,863.82 | * | 54.74 | % | ||||||
B-11
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Municipal Bond Fund | B** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 16,317.13 | * | 35.39 | % | ||||||
| Municipal Bond Fund | B** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 9,242.68 | 20.05 | % | |||||||
| Municipal Bond Fund | B** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 5,093.03 | 11.05 | % | |||||||
| Municipal Bond Fund | B** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,668.04 | 7.96 | % | |||||||
| Municipal Bond Fund | B** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 9,506.05 | 20.62 | % | |||||||
| Municipal Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 839,589.76 | 7.69 | % | |||||||
| Municipal Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 2,071,419.91 | 18.96 | % | |||||||
| Municipal Bond Fund | C** | UBS WM USA, XOX xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,157,993.07 | 10.60 | % | |||||||
B-12
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Municipal Bond Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,067,751.25 | 9.77 | % | |||||||
| Municipal Bond Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 652,555.41 | 5.97 | % | |||||||
| Municipal Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 3,166,981.86 | * | 28.99 | % | ||||||
| Municipal Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 557,874.40 | * | 28.25 | % | ||||||
| Municipal Bond Fund | D | Interactive Brokers LLC special custody account for the exclusive benefit of customers, 2 Pickwick Plaza, Greenwich CT 06830-5576 | 551,868.64 | * | 27.94 | % | ||||||
| Municipal Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 550,057.21 | * | 27.85 | % | ||||||
| Municipal Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 3,763,957.94 | * | 31.11 | % | ||||||
B-13
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Municipal Bond Fund | Institutional** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 877,462.28 | 7.25 | % | |||||||
| Municipal Bond Fund | Institutional** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 952,538.37 | 7.87 | % | |||||||
| Municipal Bond Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,202,180.41 | 18.20 | % | |||||||
| Municipal Bond Fund | Institutional | Dean Health Systems Inc, ATTN Kevin Stevens, 1808 W Beltline Hwy, Madison WI 53713-2334 | 1,513,284.39 | 12.51 | % | |||||||
| Municipal Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 5,879,040.04 | * | 49.68 | % | ||||||
| Municipal Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,994,762.04 | 16.86 | % | |||||||
| Municipal Bond Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 714,359.20 | 6.04 | % | |||||||
| Municipal Bond Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 1,687,311.77 | 14.26 | % | |||||||
B-14
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| National Intermediate Municipal Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 152,352.18 | 10.45 | % | |||||||
| National Intermediate Municipal Bond Fund | A** | Edward D Jones & Co, for the benefit of customers, xxxxx Manchester Rd, Saint Louis MO 63131-3729 | 93,420.67 | 6.41 | % | |||||||
| National Intermediate Municipal Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 853,350.72 | * | 58.56 | % | ||||||
| National Intermediate Municipal Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 181,536.96 | 12.46 | % | |||||||
| National Intermediate Municipal Bond Fund | A** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 106,493.90 | 7.31 | % | |||||||
| National Intermediate Municipal Bond Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 30,032.20 | 6.69 | % | |||||||
| National Intermediate Municipal Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 294,629.89 | * | 65.67 | % | ||||||
| National Intermediate Municipal Bond Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 60,715.20 | 13.53 | % | |||||||
B-15
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| National Intermediate Municipal Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 33,719.70 | * | 30.18 | % | ||||||
| National Intermediate Municipal Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 73,489.03 | * | 65.78 | % | ||||||
| National Intermediate Municipal Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 629,744.06 | * | 85.82 | % | ||||||
| National Intermediate Municipal Bond Fund | Institutional** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 66,549.19 | 9.07 | % | |||||||
| National Intermediate Municipal Bond Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,314,628.78 | * | 98.09 | % | ||||||
| New York Municipal Bond Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 356,261.31 | 8.22 | % | |||||||
| New York Municipal Bond Fund | A** | UBS Wm USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 222,168.44 | 5.13 | % | |||||||
| New York Municipal Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 226,413.06 | 5.22 | % | |||||||
B-16
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| New York Municipal Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 354,806.47 | 8.19 | % | |||||||
| New York Municipal Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 908,272.07 | 20.96 | % | |||||||
| New York Municipal Bond Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 1,188,933.80 | * | 27.43 | % | ||||||
| New York Municipal Bond Fund | A** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 363,500.72 | 8.39 | % | |||||||
| New York Municipal Bond Fund | C** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 70,746.98 | 6.56 | % | |||||||
| New York Municipal Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 297,722.71 | * | 27.59 | % | ||||||
| New York Municipal Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 233,974.32 | 21.68 | % | |||||||
| New York Municipal Bond Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 93,710.55 | 8.68 | % | |||||||
B-17
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| New York Municipal Bond Fund | C** | JP Morgan Clearing Corp Omnibus, account for the exclusive benefit of customers, 3 Chase Metrotech Center, 3rd Fl Mutual Fund Department, Brooklyn NY 11245-0001 | 58,512.47 | 5.42 | % | |||||||
| New York Municipal Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 111,326.47 | 10.32 | % | |||||||
| New York Municipal Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 378,783.46 | * | 32.43 | % | ||||||
| New York Municipal Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 538,838.99 | * | 46.13 | % | ||||||
| New York Municipal Bond Fund | D** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 77,275.83 | 6.62 | % | |||||||
| New York Municipal Bond Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 572,278.27 | 10.77 | % | |||||||
| New York Municipal Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 3,974,797.33 | * | 74.82 | % | ||||||
B-18
FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| New York Municipal Bond Fund | P** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 59,300.97 | 9.63 | % | |||||||
| New York Municipal Bond Fund | P** | Raymond James, Omnibus for Mutual Funds, house acct firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 96,180.31 | 15.62 | % | |||||||
| New York Municipal Bond Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd Fl 9, Jersey City NJ 07310-2055 | 68,577.81 | 11.13 | % | |||||||
| New York Municipal Bond Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 276,725.11 | * | 44.93 | % | ||||||
| New York Municipal Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 85,236.17 | 13.84 | % | |||||||
| Short Duration Municipal Income Fund | A** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 1,916,683.68 | 14.59 | % | |||||||
| Short Duration Municipal Income Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 1,160,558.54 | 8.84 | % | |||||||
| Short Duration Municipal Income Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 3,096,364.28 | 23.57 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short Duration Municipal Income Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni A/C M/F, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 4,229,472.05 | * | 32.20 | % | ||||||
| Short Duration Municipal Income Fund | Administrative** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 152.45 | * | 99.98 | % | ||||||
| Short Duration Municipal Income Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 174,251.53 | 8.80 | % | |||||||
| Short Duration Municipal Income Fund | C** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 239,994.87 | 12.12 | % | |||||||
| Short Duration Municipal Income Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 457,428.10 | 23.10 | % | |||||||
| Short Duration Municipal Income Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 272,806.33 | 13.77 | % | |||||||
| Short Duration Municipal Income Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 219,889.51 | 11.10 | % | |||||||
| Short Duration Municipal Income Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 116,412.67 | 5.88 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short Duration Municipal Income Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 136,207.56 | 11.49 | % | |||||||
| Short Duration Municipal Income Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 918,933.82 | * | 77.49 | % | ||||||
| Short Duration Municipal Income Fund | Institutional** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 0731 | 430,866.73 | 5.78 | % | |||||||
| Short Duration Municipal Income Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 2,927,322.14 | * | 39.25 | % | ||||||
| Short Duration Municipal Income Fund | Institutional** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole, benefit of its customers, ATTN: Service Team, 4800 Deer Lake Drive East 3rd Fl, Jacksonville FL 32246-6484 | 599,759.33 | 8.04 | % | |||||||
| Short Duration Municipal Income Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,549,878.03 | * | 34.19 | % | ||||||
| Short Duration Municipal Income Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,188,244.88 | * | 33.13 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Short Duration Municipal Income Fund | P** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 206,485.67 | 5.76 | % | |||||||
| Short Duration Municipal Income Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 1,767,943.08 | * | 49.30 | % | ||||||
| Tax Managed Real Return Fund | A** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 318,221.49 | * | 70.97 | % | ||||||
| Tax Managed Real Return Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 42,364.88 | 9.45 | % | |||||||
| Tax Managed Real Return Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 30,248.19 | 6.75 | % | |||||||
| Tax Managed Real Return Fund | C | Lisa J Barnhardt, 24 Mallard Ct, Mechanicsburg PA 17055-4365 | 7,179.22 | 5.45 | % | |||||||
| Tax Managed Real Return Fund | C** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 12,734.89 | 9.66 | % | |||||||
| Tax Managed Real Return Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 10,373.43 | 7.87 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Tax Managed Real Return Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 46,471.93 | * | 35.25 | % | ||||||
| Tax Managed Real Return Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 15,746.69 | 11.94 | % | |||||||
| Tax Managed Real Return Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 8,180.17 | 6.20 | % | |||||||
| Tax Managed Real Return Fund | D** | Charles Schwab & Co Inc, Special Custody Accounts, FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 108,415.50 | * | 45.20 | % | ||||||
| Tax Managed Real Return Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 123,657.42 | * | 51.56 | % | ||||||
| Tax Managed Real Return Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 438,966.69 | 8.07 | % | |||||||
| Tax Managed Real Return Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 4,815,673.12 | * | 88.49 | % | ||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Tax Managed Real Return Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 13,035.21 | 20.44 | % | |||||||
| Tax Managed Real Return Fund | P** | Morgan Stanley Smith Barney, Harborside Financial Center, Jersey City NJ 07311 | 23,929.09 | * | 37.52 | % | ||||||
| Tax Managed Real Return Fund | P** | RBC Capital Markets LLC, Mutual Fund Omnibus Processing, ATTN Mutual Fund Ops Manager, 510 Marquette Ave South, Minneapolis MN 55402-1110 | 26,808.73 | * | 42.04 | % | ||||||
| Unconstrained Tax Managed Bond Fund | A** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 252,384.06 | 7.27 | % | |||||||
| Unconstrained Tax Managed Bond Fund | A** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 305,301.85 | 8.79 | % | |||||||
| Unconstrained Tax Managed Bond Fund | A** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 341,947.92 | 9.84 | % | |||||||
| Unconstrained Tax Managed Bond Fund | A** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,412,095.46 | * | 40.65 | % | ||||||
| Unconstrained Tax Managed Bond Fund | A** | American Enterprise Investment Svc, FBO #xxxxxxxx, 707 2nd Ave South, Minneapolis MN 55402-2405 | 245,039.97 | 7.05 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Tax Managed Bond Fund | C** | MLPF&S for the sole benefit of its customers, ATTN Fund Admn/#xxm, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 275,446.28 | 23.59 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 111,971.88 | 9.59 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C ** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 144,851.88 | 12.41 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C** | National Financial Services LLC, for the benefit of our customers, ATTN Mutual Funds Dept Xth Floor, One World Financial Center, 200 Liberty St, New York NY 10281-1003 | 101,667.92 | 8.71 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 104,208.30 | 8.92 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C** | UBS WM USA, xox xxxxx xxxx, Omni a/c m/f, ATTN Dept Manager, 499 Washington Blvd 9th Fl, Jersey City NJ 07310-2055 | 105,397.09 | 9.03 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 77,195.28 | 6.61 | % | |||||||
| Unconstrained Tax Managed Bond Fund | C** | Morgan Stanley Smith Barney, Harborside Financial Center, Plaza 2, 3rd Floor, Jersey City NJ 07311 | 122,649.58 | 10.50 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Tax Managed Bond Fund | D** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 1,398,889.10 | * | 62.19 | % | ||||||
| Unconstrained Tax Managed Bond Fund | D** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 207,150.12 | 9.21 | % | |||||||
| Unconstrained Tax Managed Bond Fund | D** | Charles Schwab & Co Inc, Special Custody Acct FBO Customers, ATTN Mutual Funds, 211 Main St, San Francisco CA 94105-1905 | 515,078.71 | 22.90 | % | |||||||
| Unconstrained Tax Managed Bond Fund | Institutional** | TD Ameritrade Inc for the exclusive benefit of our clients, PO Box 2226, Omaha NE 68103-2226 | 1,568,078.97 | 10.23 | % | |||||||
| Unconstrained Tax Managed Bond Fund | Institutional | Dingle & Co c/o Comerica Bank, PO Box 75000, ATTN Mutual Funds 3446, Detroit MI 48275-3446 | 4,738,201.59 | * | 30.92 | % | ||||||
| Unconstrained Tax Managed Bond Fund | Institutional** | National Financial Services LLC, for the benefit of our customers, 499 Washington Blvd, ATTN: Mutual Funds Dept 4th Floor, Jersey City NJ 07310-2010 | 2,137,303.42 | 13.95 | % | |||||||
| Unconstrained Tax Managed Bond Fund | Institutional** | Charles Schwab & Co Inc, special custody account for the exclusive benefit of our customers, ATTN: Mutual Funds Dept, 211 Main St, San Francisco CA 94105-1905 | 2,996,058.00 | 19.55 | % | |||||||
| Unconstrained Tax Managed Bond Fund | Institutional | Calhoun & Co, PO Box 75000 M/C xxxx, Detroit MI 48236 | 2,319,945.40 | 15.14 | % | |||||||
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FUND NAME | CLASS | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | ||||||||
| Unconstrained Tax Managed Bond Fund | P** | Merrill Lynch Pierce Fenner, & Smith Inc for the sole benefit of its customers, 4800 Deer Lake Dr E Fl 3, Jacksonville FL 32246-6484 | 1,070,513.59 | 13.80 | % | |||||||
| Unconstrained Tax Managed Bond Fund | P** | Raymond James, Omnibus For Mutual Funds, House Acct Firm xxxxx, ATTN Courtney Waller, 880 Carillon Pkwy, St Petersburg FL 33716-1100 | 588,723.77 | 7.59 | % | |||||||
| Unconstrained Tax Managed Bond Fund | P** | First Clearing LLC, special custody acct for the exclusive benefit of customer, 2801 Market St, Saint Louis MO 63103-2523 | 689,356.60 | 8.89 | % | |||||||
| Unconstrained Tax Managed Bond Fund | P** | Pershing LLC, 1 Pershing Plz, Jersey City NJ 07399-0002 | 3,301,393.60 | * | 42.56 | % | ||||||
| Unconstrained Tax Managed Bond Fund | P** | LPL Financial, a/c xxxx-xxxx, 9785 Towne Centre Drive, San Diego CA 92121-1968 | 1,264,550.27 | 16.30 | % | |||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Fund, and therefore may be presumed to “control” the Funds, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
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EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
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Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
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3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee,
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whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
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3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
| B. | Deadlines and Limitations |
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
| C. | Making a Submission |
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee
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candidate’s qualifications for service on the Board of Trustees as well as any information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public | |||||||
Interested Trustee1 | ||||||||||||
Brent R. Harris (1959) | Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
1 Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public | |||||||
Independent Trustees | ||||||||||||
| E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
| J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
| Peter G. Strelow (1970) President | 01/2015 to present
Senior Vice President 11/2013 to 01/2015
Vice President 05/2008 to 11/2013 | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. |
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 to 01/2015 | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
Kevin M. Broadwater (1964) Vice President — Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President — Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President — Senior Counsel, Secretary | 11/2013 to present
Assistant Secretary 10/2007 to 01/2011 | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President — Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau (1974) Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
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Name, Year of | Term of Office and | Principal Occupation(s) During Past 5 Years | ||
Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant Treasurer 05/2007 to 11/2013 | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds | ||
| Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregate non-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal Year Ended March 31 | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $ | 2,000 | $ | 0 | $ | 11,726,000 | ||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Funds by the Funds’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Funds. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Funds’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PFT_012015
E-2
PIMCO FUNDS
650 Newport Center Drive Newport Beach, California 92660
January 29, 2015
Dear Shareholder:
On behalf of the Board of Trustees of PIMCO Funds (the “Trust”), I am pleased to invite you to a special meeting of shareholders (the “Meeting”) of the series of the Trust, including the Private Account Portfolio Series (each, a “Portfolio” and collectively, the “Portfolios”), to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time.
At the Meeting, shareholders of the Trust will be asked to vote on the election of six Trustees to the Board of Trustees of the Trust.
Your vote is important. The proposal has been carefully reviewed by the Board of Trustees. They unanimously recommend that you votefor the proposal. On behalf of the Board of Trustees, I ask you to review the proposal and vote. For more information about the proposal requiring your vote, please refer to the accompanying proxy statement.
No matter how many shares you own, your timely vote is important. If you are not able to attend the Meeting, then please complete, sign, date and mail the enclosed proxy card(s) promptly in order to avoid the expense of additional mailings. If you have any questions regarding the proxy statement, please call (866) 721-1371.
Thank you in advance for your participation in this important event.
| Sincerely, |
/s/ Brent R. Harris |
Brent R. Harris Chairman of the Board |
PIMCO FUNDS
650 Newport Center Drive
Newport Beach, California 92660
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held April 20, 2015
Dear Shareholder:
Notice is hereby given that a special meeting of shareholders of the series of the Trust, including the series of the Private Account Portfolio Series (each, a “Portfolio” and collectively, the “Portfolios”), will be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time (the “Meeting”).
The purpose of the Meeting is to consider and act upon the following proposal for the Trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
| 1. | To elect six Trustees to the Board of Trustees. |
The Board of Trustees has fixed the close of business on January 20, 2015 as the record date for determining shareholders entitled to notice of and to vote at the Meeting.
Shareholders may attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is requested to complete, date and sign the enclosed proxy card, and return it in the envelope provided. You also have the opportunity to provide voting instructions via telephone or the Internet. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the meeting to vote your shares, you will need to request a paper ballot at the meeting in order to do so.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact DF King & Co. Inc., an ASTOne Company, at (866) 721-1371 Monday through Friday from 9 a.m. to 10 p.m. ET.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 20, 2015.This Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy cards are available on the Internet at www.proxyonline.com/docs/pimcofunds.
On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
| By Order of the Board of Trustees |
| Joshua D. Ratner, Secretary |
| January 29, 2015 |
PORTFOLIOS PARTICIPATING* IN THE MEETING
ON APRIL 20, 2015
PIMCO Asset-Backed Securities Portfolio PIMCO Developing Local Markets Portfolio PIMCO Emerging Markets Portfolio PIMCO FX Strategy Portfolio PIMCO High Yield Portfolio PIMCO International Portfolio PIMCO Investment Grade Corporate Portfolio PIMCO Long Duration Corporate Bond Portfolio PIMCO Low Duration Portfolio PIMCO Moderate Duration Portfolio | PIMCO Mortgage Portfolio PIMCO Municipal Sector Portfolio PIMCO Real Return Portfolio PIMCO Senior Floating Rate Portfolio PIMCO Short-Term Floating NAV Portfolio PIMCO Short-Term Floating NAV Portfolio II PIMCO Short-Term Floating NAV Portfolio III PIMCO Short-Term Portfolio PIMCO U.S. Government Sector Portfolio |
| * | The other Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. |
PIMCO FUNDS
PIMCO Asset-Backed Securities Portfolio
PIMCO Developing Local Markets Portfolio
PIMCO Emerging Markets Portfolio
PIMCO FX Strategy Portfolio
PIMCO High Yield Portfolio
PIMCO International Portfolio
PIMCO Investment Grade Corporate Portfolio
PIMCO Long Duration Corporate Bond Portfolio
PIMCO Low Duration Portfolio
PIMCO Moderate Duration Portfolio
PIMCO Mortgage Portfolio
PIMCO Municipal Sector Portfolio
PIMCO Real Return Portfolio
PIMCO Senior Floating Rate Portfolio
PIMCO Short-Term Floating NAV Portfolio
PIMCO Short-Term Floating NAV Portfolio II
PIMCO Short-Term Floating NAV Portfolio III
PIMCO Short-Term Portfolio
PIMCO U.S. Government Sector Portfolio
650 Newport Center Drive
Newport Beach, California 92660
For proxy information call:
(866) 721-1371
For account information call:
(888) 877-4626
If a broker or other nominee holds your shares, you may contact the broker or nominee directly
PROXY STATEMENT
Special Meeting of Shareholders
To be Held on April 20, 2015
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board of Trustees” or the
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“Board”) of PIMCO Funds (the “Trust”), a Massachusetts business trust and open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) for use at a special meeting of shareholders of each series of the Trust, including the series of the Private Account Portfolio Series (each, a “Portfolio” and collectively, the “Portfolios”) (the “Meeting”). Certain Funds of the Trust will participate in the Meeting pursuant to separate proxy statements. The Meeting is scheduled to be held at the Newport Beach Marriott Hotel & Spa, Avalon Room, 900 Newport Center Drive, Newport Beach, California 92660 on April 20, 2015 at 9:00 A.M., Pacific time, or as adjourned from time to time. This Proxy Statement, Notice of Meeting and proxy card are first being mailed to shareholders on or about February 6, 2015.
The purpose of the Meeting is to consider and act upon a proposal to elect six Trustees to the Board of Trustees (the “Proposal”) and to transact such other business as may properly come before the Meeting or any adjournments thereof.
The record date for determining shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof has been fixed at the close of business on January 20, 2015 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each share registered in his or her name. The total number of shares outstanding as of December 31, 2014 for each Portfolio is set forth inExhibit A.
Persons who, to the knowledge of the Trust, beneficially own more than five percent of a Portfolio’s outstanding shares as of December 31, 2014 are listed inExhibit B under “Share Ownership of Certain Beneficial Owners.”
Certain funds for which PIMCO serves as investment adviser (the “PIMCO Funds of Funds”) invest a significant portion of their assets in other funds advised by PIMCO, including certain of the Portfolios (the “Underlying PIMCO Funds”). As of December 31, 2014, the PIMCO Funds of Funds together owned 25% or more of the outstanding shares of beneficial interest of PIMCO EM Fundamental IndexPLUS AR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO EMG Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Fundamental Advantage AR Strategy Fund, PIMCO Government Money Market Fund, PIMCO High Yield Spectrum Fund, PIMCO International Fundamental IndexPLUS AR Strategy Fund, PIMCO Intl Low Volatility RAFI®-PLUS AR Fund, PIMCO Long-Term US Government Fund, PIMCO Low Volatility RAFI®-PLUS AR Fund, PIMCO Mortgage Opportunities Fund, PIMCO RealEstateRealReturn Strategy Fund, PIMCO Real Return Asset Fund, PIMCO Senior Floating Rate Fund, PIMCO Small Company Fundamental IndexPLUS AR Strategy Fund, PIMCO StocksPLUS AR Short Strategy Fund, PIMCO Worldwide Fundamental Advantage AR Strategy Fund, and PIMCO
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Worldwide Long/Short Fundamental Strategy Fund and therefore may be presumed to “control” the Portfolio, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please seeExhibit Bfor more information regarding the PIMCO Funds of Funds ownership of Portfolio shares. The PIMCO Funds of Funds will vote any shares of an Underlying PIMCO Fund held by the PIMCO Funds of Funds in proportion to the votes of all other shareholders in the applicable Underlying PIMCO Fund. In addition, to the extent the Portfolios own shares of a PIMCO-advised money market fund or short-term bond fund pursuant to an SEC exemptive order dated November 19, 2001, the Portfolios will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund, or if such money market or short-term bond fund has no other shareholders except the Portfolios and other PIMCO-advised funds, the Portfolios will vote such shares in proportion to the votes of the respective Portfolio’s shareholders on the proposal.
The principal business address of Pacific Investment Management Company LLC (“PIMCO”), each Portfolio’s investment adviser and administrator, is 650 Newport Center Drive, Newport Beach, California 92660. The principal business address of PIMCO Investments LLC (“PIMCO Investments”), each Portfolio’s principal underwriter and distributor, is 1633 Broadway, New York, New York 10019.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each Portfolio’s shares (“Shares”) will be voted“FOR” the Proposal. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting or any adjournments or postponements thereof. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person, or by written notice to the Secretary of the Trust (addressed to the Secretary at the principal executive office of the Trust, 650 Newport Center Drive, Newport Beach, California 92660). However, attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend the Meeting and any adjournment or postponement thereof. To gain admittance, if you are a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against the Trust’s shareholder list. If a broker or other nominee holds your Shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the Shares as of the record date, as well as a form of personal identification.
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Shareholders can find important information about the Portfolios in the annual and semi-annual reports to shareholders, dated March 31, 2014 and September 30, 2014, respectively, each of which previously has been furnished to shareholders. Shareholders may request another copy of these reports by writing to the Trust at the above address, or by calling the appropriate telephone number above.
PROPOSAL
ELECTION OF SIX TRUSTEES TO THE BOARD OF TRUSTEES
The purpose of this proposal is to elect six nominees to the Board of Trustees, four of whom do not currently serve as Trustees of the Trust. Each of the two other nominees, Mr. Douglas M. Hodge and Mr. Ronald C. Parker, currently serves as a Trustee, but was not elected to his position by the shareholders of the Trust. Mr. E. Philip Cannon, Mr. J. Michael Hagan and Mr. Brent R. Harris were previously elected by shareholders on March 3, 2000.
At the Meeting, Trustees of the Trust are to be elected, each to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies, or until his or her earlier resignation or removal (as provided in the Trust’s Declaration of Trust) or death. It is the intention of the persons named as proxies in the enclosed proxy to vote the shares covered thereby for the election of the six nominees named below, unless the proxy contains contrary instructions.
The nominees for election to the Board of Trustees are Mr. George E. Borst, Ms. Jennifer Holden Dunbar, Mr. Douglas M. Hodge, Mr. Gary F. Kennedy, Mr. Peter B. McCarthy, and Mr. Ronald C. Parker. Messrs. Borst, Kennedy, McCarthy, and Parker and Ms. Dunbar are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustee Nominees”). Each of the Independent Trustee Nominees was recommended for nomination by the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Independent Trustees retained a third-party search firm, which compiled a list of potential candidates based upon criteria established by the Independent Trustees. The Independent Trustees considered candidates identified by the third-party search firm as well as candidates identified through other sources. All of the nominees were then approved by the Governance Committee of the Board of Trustees and by the Board of Trustees.
Each of the nominees has consented to serve, or to continue to serve in the case of Messrs. Hodge and Parker, as a Trustee. The Board of Trustees knows of
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no reason why any of the nominees will be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Trustees may recommend.
The Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of Trustees holding office have been elected by shareholders; or (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by shareholders, that vacancy may only be filled by a vote of the shareholders.
Nominees
Basic information concerning the nominees is set forth below. Unless otherwise indicated, the address of all persons below is 650 Newport Center Drive, Newport Beach, CA 92660.
Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other | |||||||
Interested Nominee1 | ||||||||||||
| Douglas M. Hodge (1957) | Trustee | 02/2010 to present | Managing Director, Chief Executive Officer, PIMCO (since 2/14); Chief Operating Officer, PIMCO (7/09-2/14); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management. | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
1 Mr. Hodge is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. | ||||||||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other | |||||||
Independent Trustee Nominees | ||||||||||||
| George E. Borst (1948) | N/A | N/A | Executive Advisor, McKinsey & Company (since 10/14); Executive Advisor, Toyota Financial Services (10/13-12/14); CEO, Toyota Financial Services (1/01-9/13). | 167 | None | |||||||
| Jennifer Holden Dunbar (1963) | N/A | N/A | Managing Director, Dunbar Partners, LLC (business consulting and investments). | 167 | Director, PS Business Parks; Director, Big 5 Sporting Goods Corporation. | |||||||
| Gary F. Kennedy (1955) | N/A | N/A | Senior Vice President, General Counsel and Chief Compliance Officer, American Airlines and AMR Corporation (now American Airlines Group) (1/03-1/14). | 167 | None | |||||||
| Peter B. McCarthy (1950) | N/A | N/A | Formerly, Assistant Secretary and Chief Financial Officer, United States Department of Treasury; Deputy Managing Director, Institute of International Finance. | 186 | Trustee, PIMCO Equity Series; Trustee, PIMCO Equity Series VIT. | |||||||
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Nominee | Other | |||||||
| Ronald C. Parker (1951) | Trustee | 07/2009 to present | Director of Roseburg Forest Products Company. Formerly, Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. The nominees have also been nominated to the Boards of Trustees of PIMCO Variable Insurance Trust and PIMCO ETF Trust. |
Qualifications of Nominees
Each nominee was nominated to join the Board based on a variety of factors, none of which, by itself, was a controlling factor. The Board has concluded that, based on each nominee’s experience, qualifications, attributes and skills, on an individual basis and in combination with those of other nominees, each nominee is qualified to serve as a Trustee of the Trust. Among the attributes common to all the nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, PIMCO, counsel, the independent registered public accounting firm and other service providers, and to exercise effective business judgment in the performance of their duties as Trustees. A nominee’s ability to perform his or her duties effectively may have been attained through the nominee’s business and/or public service positions, and through experience from service as a Trustee of the Trust, public companies, non-profit entities or other organizations. Each nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background or professional training, and/or other life experiences.
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The following is a summary of qualifications, experiences and skills of each Nominee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:
Mr. Hodge’s position as Chief Executive Officer and a Managing Director of PIMCO, as well as his former position as Chief Operating Officer of PIMCO, and his position as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser and administrator, which enable him to provide essential management input to the Board. Mr. Hodge also has valuable experience from his service on the Board of Trustees of the Trust since 2010.
Mr. Borst served in multiple executive positions at a large automotive corporation. Mr. Borst has prior financial experience from his oversight of the chief financial officer, treasury, accounting and audit functions of the corporation. He also served as the general manager of a credit company. Additionally, Mr. Borst has prior experience as a board member of a corporation.
Ms. Dunbar has prior financial experience investing and managing private equity fund assets. Additionally, Ms. Dunbar has previously served on the boards of directors of a variety of public and private companies. She currently serves on the boards of directors of two public companies.
Mr. Kennedy served as general counsel, senior vice president and chief compliance officer for a large airline company. He also has experience in management of the company’s corporate real estate and legal departments.
Mr. McCarthy has experience in the areas of financial reporting and accounting, including prior experience as Assistant Secretary and Chief Financial Officer of the United States Department of the Treasury. He also served as Deputy Managing Director of the Institute of International Finance, a global trade association of financial institutions. Mr. McCarthy also has significant prior experience in corporate banking. Additionally, Mr. McCarthy has valuable experience from his service on the board of trustees of PIMCO Equity Series and PIMCO Equity Series VIT since 2011.
Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation. Mr. Parker also has valuable experience from his service as Trustee of the Trust since 2009.
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Trustee and Nominee Ownership of Portfolio Shares
The following table sets forth information describing the dollar range of shares in the Portfolios beneficially owned by each nominee and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the nominee as of January 15, 2015.
| Dollar Range of Equity Securities in the Portfolios | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||||
| Name of Portfolio | Dollar Range | |||||||
Interested Nominee | ||||||||
Douglas M. Hodge | None | None | Over $100,000 | |||||
Independent Nominees | ||||||||
George E. Borst | None | None | Over $100,000 | |||||
Jennifer Holden Dunbar | None | None | None | |||||
Gary F. Kennedy | None | None | Over $100,000 | |||||
Peter B. McCarthy | None | None | Over $100,000 | |||||
Ronald C. Parker | None | None | Over $100,000 | |||||
The following table sets forth information describing the dollar range of shares in the Portfolios beneficially owned by each Trustee, except for Messrs. Hodge and Parker whose information is included in the table above, and the aggregate dollar range of shares beneficially owned by them in the same fund family overseen by the Trustee as of January 15, 2015.
| Dollar Range of Equity Securities in the Portfolios | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies | |||||||
| Name of Portfolio | Dollar Range | |||||||
Interested Trustee | ||||||||
Brent R. Harris | None | None | Over $100,000 | |||||
Independent Trustees | ||||||||
E. Philip Cannon | None | None | Over $100,000 | |||||
J. Michael Hagan | None | None | Over $100,000 | |||||
As of January 15, 2015, the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each of the Portfolios.
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Compensation Table
The following table sets forth information regarding compensation received by the Trustees from the Trust for the fiscal year ended March 31, 2014, and the aggregate compensation paid by the Fund Complex for fiscal year ended March 31, 2014:
Name | Aggregate Compensation from the Trust1,2 | Pension or Retirement Benefits Accrued | Estimated Annual Benefits Upon Retirement as Part of Portfolio Expenses | Total Compensation from Trust and Fund Complex Paid to Trustees3 | ||||||||||||
Interested Trustees |
| |||||||||||||||
Brent R. Harris | N/A | N/A | N/A | N/A | ||||||||||||
Douglas M. Hodge | N/A | N/A | N/A | N/A | ||||||||||||
Independent Trustees |
| |||||||||||||||
E. Philip Cannon | $ | 209,500 | N/A | N/A | $ | 417,050 | ||||||||||
J. Michael Hagan | $ | 203,250 | N/A | N/A | $ | 306,050 | ||||||||||
Ronald C. Parker | $ | 224,500 | N/A | N/A | $ | 339,800 | ||||||||||
| 1 | For their services to the Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $145,000, plus $15,000 for each Board of Trustees meeting attended in person, $750 ($2,000 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $2,250. Messrs. Harris and Hodge are interested persons and are compensated by PIMCO, not by the Trust or the Fund Complex. |
| 2 | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2014. |
| 3 | During the one-year period ending March 31, 2014, each of Messrs. Harris, Hodge, Cannon, Hagan and Parker also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company. Messrs. Harris and Cannon also each served as a Trustee of PIMCO Equity Series, a registered open-end management investment company and PIMCO Equity Series VIT, a registered open-end management investment company. |
For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in
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person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,500.
For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $35,000, plus $3,600 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $5,000 and each other committee chair receives an additional annual retainer of $1,250.
For his service to PIMCO Equity Series, Mr. Cannon receives an annual retainer of $62,000, plus $6,250 for each Board of Trustees meeting attended in person and $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $9,000 and each other committee chair received an additional annual retainer of $750.
For his service to PIMCO Equity Series VIT, Mr. Cannon receives an annual retainer of $10,500, plus $1,875 for each Board of Trustees meeting attended in person and $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,400 and each other committee chair received an additional annual retainer of $250. Prior to January 1, 2015, the compensation structure for the Board of Trustees of each of PIMCO Equity Series and PIMCO Equity Series VIT was different.
Shareholder Communications with the Board of Trustees
The Board of Trustees has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board, PIMCO Funds c/o Fund Administration, 650 Newport Center Drive, Newport Beach, CA 92660. When writing to the Board, shareholders should identify themselves, the Portfolio or Portfolios they are writing about, the firm through which they purchased the Portfolio or Portfolios and the number of shares held by the shareholder.
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The Trust’s Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Portfolio or is otherwise routine or ministerial in nature.
These Procedures shall not apply to any communication from an officer or Trustee of a Portfolio or any communication from an employee or agent of the Portfolio, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder, but shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
The Board of Trustees has designated management’s representative on the Board, if any, or any officer of the relevant Portfolio, as the full Board’s representative to attend meetings of the Portfolio’s shareholders and to otherwise make himself or herself available to shareholders for communications.
Leadership Structure and Risk Oversight Function
The Board is currently composed of five Trustees, three of whom are Independent Trustees. The Trustees meet regularly and periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities. During the fiscal year ended March 31, 2014, there were four regular meetings of the Board.
The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board may also establishad hoc committees from time to time. Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in
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the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other Trusts in the Fund Complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Portfolio, the Trust and the Fund Complex; and the management, distribution and other service arrangements of each Portfolio, the Trust and the Fund Complex.
In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s activities. In addition, PIMCO, PIMCO Investments and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.
Standing Committees of the Trust
Audit Committee. The Board has a standing Audit Committee that currently consists of all of the Independent Trustees (currently Messrs. Cannon, Hagan and Parker (Chair)). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting as liaison between the Trust’s independent auditors and the full
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Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2014, there were four meetings of the Audit Committee.
Valuation Committee. The Board has formed a Valuation Committee to which it has delegated responsibility for overseeing the implementation of the Trust’s valuation procedures and making fair value determinations for the Trust’s portfolio holdings on behalf of the Board. Actions by the Valuation Committee are reported to and/or presented for ratification by the full Board of Trustees at the next regularly scheduled meeting of the Trust’s Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Peter G. Strelow and William G. Galipeau and Ms. Stacie D. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2014, there were 12 meetings of the Valuation Committee.
Governance Committee. The Board also has a Governance Committee, which is currently composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee who are Independent Trustees (currently Messrs. Cannon, Hagan (Chair) and Parker) vote on the nomination of Independent Trustee candidates.
The Governance Committee requires that each prospective Trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that Trustees may not serve simultaneously in a similar capacity on the board of a registered investment company that is not sponsored or advised by the Portfolios’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective Trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition. The Governance Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustees. While the Governance Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each
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nominee’s professional experience, education, expertise in matters that are relevant to the oversight of the Portfolios (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience are complementary and, as a whole, contribute to the ability of the Board to oversee the Portfolios.
The Governance Committee has a policy in place for considering Trustee candidates recommended by shareholders. The Governance Committee may consider potential Trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act. The Governance Committee will not consider submissions in which the Nominating Shareholder is the Trustee candidate.
Any shareholder (a “Nominating Shareholder”) submitting a proposed Trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed Trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect Trustees.
All Trustee candidate submissions by Nominating Shareholders must be received by the Portfolio by the deadline for submission of any shareholder proposals which would be included in the Portfolio’s proxy statement for the next special meeting of shareholders of the Portfolio.
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed Trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Portfolio shares that are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the Trustee candidate; (iv) the Trustee candidate’s contact information, age, date of birth and the number of Portfolio shares owned by the Trustee candidate; (v) all information regarding the Trustee candidate’s qualifications for service on
15
the Board of Trustees as well as any information regarding the Trustee candidate that would be required to be disclosed in solicitations of proxies for elections of Trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the Trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the Trustee candidate would or would not be an “interested person” of the Portfolio, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the Trustee candidate, stating his or her intention to serve as a nominee and be named in the Portfolio’s proxy statement, if nominated by the Board of Trustees, and to be named as a Trustee if so elected.
During the fiscal year ended March 31, 2014, there were two meetings of the Governance Committee.
The Governance Committee charter is attached asExhibit C.
Trustee Retirement Policy
The Board has in place a retirement policy for all Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act, that seeks to balance the benefits of the experience and institutional memory of existing Trustees against the need for fresh perspectives, and to enhance the overall the effectiveness of the Board. No later than the date of an Independent Trustee’s 75th birthday, he or she (the “Retiring Trustee”) shall resign from the Board effective as of the first Board meeting occurring after the Retiring Trustee’s 76th birthday. No Independent Trustee shall continue service as a Trustee beyond the first Board meeting occurring after his or her 76th birthday, provided that this policy may be waived or modified from time to time at the discretion of the Governance Committee. The continued appropriateness of the retirement policy is reviewed from time to time by the Governance Committee.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
The Board of Trustees, including the Independent Trustees, recommends that shareholders vote “FOR” the Proposal. Unmarked proxies will be so voted.
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ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice of Meeting and Proxy Statement will be borne by PIMCO under the terms of the Trust’s Supervision and Administration Agreement, including the costs of retaining DF King & Co. Inc., an ASTOne Company, which are estimated to be approximately $40,000. PIMCO will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Shares.
Shareholders may sign and mail the proxy card received with the proxy statement or attend the Meeting in person. Any proxy given by a shareholder is revocable. A shareholder may revoke the accompanying proxy at any time prior to its use by submitting a properly executed, subsequently dated proxy, giving written notice to the Secretary of the Trust at 650 Newport Center Drive, Newport Beach, California 92660, or by attending the Meeting and voting in person. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about February 6, 2015. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interview. Such solicitation may be conducted by, among others, officers and regular employees of PIMCO.
With respect to votes recorded by telephone or through the internet, the Trust will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
Quorum and Voting Requirements
The holders of a majority of outstanding shares of the Trust present in person or by proxy shall constitute a quorum at the Meeting. For purposes of determining the presence of a quorum at the Meeting, abstentions and broker non-votes will be treated as Shares that are present. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on the proposal with respect to which the brokers or nominees do not have discretionary power.
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Approval of the Proposal requires the affirmative vote of a plurality of the Shares of the entire Trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes will have no effect.
Adjournment
If a quorum is not present in person or by proxy at the time the Meeting is called to order, the chairman of the Meeting or the shareholders may adjourn the Meeting. In the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the chairman of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. In the event of such a proposed adjournment, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against any such adjournment. A shareholder vote may be taken prior to any adjournment of the Meeting on any proposal for which there is sufficient votes for approval, even though the Meeting is adjourned as to other proposals.
Beneficial Ownership
As of December 31, 2014 the persons owning of record or beneficially 5% or more of the Portfolios’ Shares are set forth inExhibit B.
Trustees and Officers of the Trust
The name, address, position and principal occupations during the past five years of the Trustees and principal executive officers of the Trust other than Mr. Hodge are listed inExhibit D.
Independent Registered Public Accounting Firm
Information related to the Portfolios’ Independent Registered Public Accounting Firm is set out inExhibit E.
Shareholder Proposals
The Trust does not hold regular shareholders’ meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Trust at the address set forth on the cover of this proxy statement.
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Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
OTHER MATTERS
The proxy holders have no present intention of bringing before the Meeting for action any matters other than the Proposal referred to above, nor has the management of the Trust any such intention. Neither the proxy holders nor the management of the Trust is aware of any matters which may be presented by others. If any other business properly comes before the Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise the Trust, in care of PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the proxy statement you wish to receive in order to supply copies to the beneficial owners of the respective shares.
| By Order of the Board of Trustees |
| Joshua D. Ratner, Secretary |
January 29, 2015
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States.
Copies of the PIMCO Funds Annual Report for the fiscal year ended March 31, 2014 and the PIMCO Funds Semi-Annual Report for the period ended September 30, 2014 are available without charge upon request by writing the Trust at 650 Newport Center Drive, Newport Beach, California 92660 or telephoning it at (888) 877-4626.
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EXHIBIT A
As of December 31, 2014, the total number of shares outstanding for each Portfolio is set forth in the table below:
PORTFOLIO NAME | TOTAL SHARES OUTSTANDING FOR THE PORTFOLIO | |||
PIMCO Asset-Backed Securities Portfolio | 122,461,784.815 | |||
PIMCO Developing Local Markets Portfolio | 3,431,126.191 | |||
PIMCO Emerging Markets Portfolio | 72,143,244.872 | |||
PIMCO FX Strategy Portfolio | 1,341,151.331 | |||
PIMCO High Yield Portfolio | 50,025,796.811 | |||
PIMCO International Portfolio | 240,463,666.834 | |||
PIMCO Investment Grade Corporate Portfolio | 261,021,942.696 | |||
PIMCO Long Duration Corporate Bond Portfolio | 1,766,460,056.316 | |||
PIMCO Low Duration Portfolio | 32,906,263.006 | |||
PIMCO Moderate Duration Portfolio | 55,539,185.586 | |||
PIMCO Mortgage Portfolio | 315,680,730.360 | |||
PIMCO Municipal Sector Portfolio | 22,051,539.264 | |||
PIMCO Real Return Portfolio | 194,017,893.553 | |||
PIMCO Senior Floating Rate Portfolio | 5,122,328.563 | |||
PIMCO Short-Term Floating NAV Portfolio | 80,193,981.634 | |||
PIMCO Short-Term Floating NAV Portfolio II | 534,539,957.934 | |||
PIMCO Short-Term Floating NAV Portfolio III | 4,772,515,890.886 | |||
PIMCO Short-Term Portfolio | 138,969,158.598 | |||
PIMCO U.S. Government Sector Portfolio | 234,497,000.208 | |||
A-1
EXHIBIT B
As of December 31, 2014 the following persons owned of record or beneficially 5% or more of the shares of the Portfolios:
PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Asset-Backed Securities Portfolio | Northern Trust FBO, Illinois State Universities, Retirement System, 801 S Canal St # CB-1N, Chicago IL 60607-4715 | 12,830,652.65 | 10.48% | |||||||
| Asset-Backed Securities Portfolio | Mac & Co FBO, UXMFXXXXXXX, PO Box 3198, Attn Mutual Funds Dept, Pittsburgh PA 15230-3198 | 7,373,505.95 | 6.02% | |||||||
| Developing Local Markets Portfolio | Mac & Co FBO CNXFXXXXXXX, Mellon Bank NA, One Mellon Center Rm 151-510, Pittsburgh PA 15258-0001 | 790,559.37 | 23.04% | |||||||
| Developing Local Markets Portfolio | Mac & Co A/C VZFFXXXXXXX, One Mellon Center, Room151-510, Pittsburgh PA 15258-0001 | 1,463,170.66 | * | 42.64% | ||||||
| Developing Local Markets Portfolio | Northern Trust Company FBO, Centurylink Inc DB Master Trust, 801 S Canal St # CB-1N, Chicago IL 60607-4715 | 203,904.51 | 5.94% | |||||||
| Developing Local Markets Portfolio | Capital One Bank FBO Blue Cross, and Blue Shield of Louisiana, PO Box 61540, New Orleans LA 70161-1540 | 273,652.02 | 7.98% | |||||||
B-1
PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Developing Local Markets Portfolio | US Bank FBO Blue Cross of, Idaho Health Services Inc, 60 Livingston Ave, Saint Paul MN 55107-2575 | 389,198.51 | 11.34% | |||||||
| Emerging Markets Portfolio | JP Morgan Chase FBO, Boeing Co Employee Retirement, Plans Master Trust, 3 Chase Metrotech Center 7th Floor, Brooklyn NY 11245-0001 | 7,050,886.84 | 9.77% | |||||||
| Emerging Markets Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 5,634,019.24 | 7.81% | |||||||
| Emerging Markets Portfolio | Mac & Co A/C CHEFXXXXXXX, Mutual Fund Operations, PO Box 3198, 525 William Penn Place, Pittsburgh PA 15230-3198 | 4,510,341.77 | 6.25% | |||||||
| FX Strategies Portfolio | State Street Bank FBO, ILTRS Main GMAS, 2 Avenue de Lafayette Ste 1, Boston MA 02111-1748 | 468,070.40 | * | 34.90% | ||||||
| FX Strategies Portfolio | Northern Trust FBO, Catholic Bishop of Chicago LD, 801 S Canal St,CB-1N, ChicagoIL 60607-4715 | 195,944.28 | 14.61% | |||||||
| FX Strategies Portfolio | US Bank National Association, FBO US Bank Pension Plan, 60 Livingston Ave, Saint Paul MN 55107-2292 | 210,256.71 | 15.68% | |||||||
B-2
PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| FX Strategies Portfolio | Wells Fargo Bank FBO, Wells Fargo LDI, 733 Marquette Ave 5th Floor, Mac# N9306-059, MinneapolisMN 55402-2319 | 443,814.10 | * | 33.09% | ||||||
| High Yield Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 4,932,533.64 | 9.86% | |||||||
| High Yield Portfolio | Mac & Co A/C CHEFXXXXXXX, Mutual Fund Operations, PO Box 3198, 525 William Penn Place, Pittsburgh PA 15230-3198 | 5,044,102.70 | 10.08% | |||||||
| International Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 31,087,433.56 | 12.92% | |||||||
| Investment Grade Corporate Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 26,364,617.74 | 10.09% | |||||||
| Long Duration Corporate Bond Portfolio | Mac & Co, FBO RZSFXXXXXXX, PO Box 3198, Attn Mutual Funds Dept, PittsburghPA 15230-3198 | 214,501,712.00 | 12.16% | |||||||
B-3
PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Low Duration Portfolio | Northern Trust Company FBO, Accenture Profit Sharing & XXXK, Trust Plan, 801 South Canal St CB-1N, Chicago IL60607-4715 | 5,974,870.32 | 18.16% | |||||||
| Low Duration Portfolio | State Street Bank & Trust FBO, Nestle Low Duration Portfolio, 2 Avenue de Lafayette Fl 1, Boston MA 02111-1750 | 25,354,160.20 | * | 77.05% | ||||||
| Moderate Duration Portfolio | Fidelity Management Trust Co FBO, Cooper Industries Master Trust for, Defined Con, 82 Devonshire St, Trust Operations - H11A, Boston MA 02109-3605 | 11,897,406.01 | 21.42% | |||||||
| Moderate Duration Portfolio | Fidelity Mgmt Trust Co FBO, Eaton Stable Value State Street, 82 Devonshire St, Trust Operations - H11A, Boston MA02109-3605 | 4,742,560.73 | 8.54% | |||||||
| Moderate Duration Portfolio | JP Morgan Chase FBO, Commingled PensionTR-JPMorgan, 14221 Dallas Pkwy Fl 6, Dallas TX 75254-2942 | 11,940,311.80 | 21.50% | |||||||
| Moderate Duration Portfolio | Northern Trust Company FBO, Accenture Profit Sharing & XXXK, Trust Plan, 801 South Canal St CB-1N,Chicago IL60607-4715 | 24,481,620.65 | * | 44.08% | ||||||
B-4
PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Mortgage Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 41,339,710.61 | 13.08% | |||||||
| Municipal Sector Portfolio | JP Morgan Chase FBO, Reynolds American Defined Benefit, Master Trust, Global Securities Services, 3 Chase Metrotech Ctr Fl 6, Brooklyn NY 11245-0001 | 4,018,367.67 | 18.21% | |||||||
| Municipal Sector Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 2,394,229.60 | 10.85% | |||||||
| Real Return Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 25,926,311.90 | 13.35% | |||||||
| Senior Floating Rate Portfolio | Northern Trust Company FBO, Centurylink Inc DB Master Trust, 801 S Canal St # CB-1N, Chicago IL60607-4715 | 1368,408.16 | * | 26.71% | ||||||
| Senior Floating Rate Portfolio | Northern Trust FBO BCBS Arizona, General Account Plus, 801 S Canal St #CB-1N, Chicago IL60607-4715 | 541,705.14 | 10.58% | |||||||
B-5
PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Senior Floating Rate Portfolio | Capital One Bank FBO Blue Cross, and Blue Shield of Louisiana, PO Box 61540, New Orleans LA 70161-1540 | 557,014.40 | 10.87% | |||||||
| Senior Floating Rate Portfolio | Mac & Co FBO VRSFXXXXXXX, Attn Mutual Funds Dept, PO Box 3198, 525 William Penn Place, Pittsburgh PA15230-3198 | 1,147,357.61 | 22.40% | |||||||
| Senior Floating Rate Portfolio | Northern Trust Company FBO, Exelon NDT Credit, 801 S Canal St # CB-1N, Chicago IL 60607-4715 | 368,417.58 | 7.19% | |||||||
| Senior Floating Rate Portfolio | State Street Bank & Trust FBO, Rio Tinto America, 2 Avenue de Lafayette Fl 1, Boston MA02111-1750 | 484,205.97 | 9.45% | |||||||
| Short-Term Floating NAV Portfolio | State Street Kansas City FBO, PIMCO Total Return Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 33,355,452.97 | * | 41.50% | ||||||
| Short-Term Floating NAV Portfolio | State Street Bank FBO, PIMCO GNMA Fund, 801 Pennsylvania Ave, Attn Chuck Nixon, Kansas City MO 64105-1307 | 13,556,260.99 | 16.87% | |||||||
| Short-Term Floating NAV Portfolio | State Street Bank FBO, PIMCO Unconstrained Bond Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 6,201,596.83 | 7.72% | |||||||
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PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Short-Term Floating NAV Portfolio | State Street Bank FBO, PIMCO Income Fund (Multi-Sector), 801 Pennsylvania Ave, Attn Chuck Nixon, Kansas City MO 64105-1307 | 15,934,992.03 | 19.83% | |||||||
| Short-Term Floating NAV Portfolio | State Street Bank FBO, PIMCO Mortgage Opportunities Fund, Credit Sleeve, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 7,364,569.32 | �� | 9.16% | ||||||
| Short-Term Floating NAV II Portfolio | Mac & Co FBO, MRHFXXXXXXX, PO Box 3198, Attn: Mutual Funds Dept, Pittsburgh PA15230-3198 | 30,980,588.96 | 5.79% | |||||||
| Short-Term Floating NAV III Portfolio | State Street Kansas City FBO, PIMCO Total Return Fund, Attn Chuck Nixon, 801 Pennsylvania Ave, Kansas City MO64105-1307 | 2,518,712,568.00 | * | 52.27% | ||||||
| Short-Term Floating NAV III Portfolio | State Street Bank FBO, PIMCO Income Fund (Multi-Sector), 801 Pennsylvania Ave, Attn Chuck Nixon, Kansas City MO 64105-1307 | 325,437,758.60 | 6.75% | |||||||
| Short-Term Portfolio | State Street Bank & Trust FBO, Los Angeles County Employees, Retirement Association, PO Box 5501, Boston MA 02206-5501 | 20,326,450.10 | 14.62% | |||||||
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PORTFOLIO NAME | REGISTRATION | SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES OF CLASS OWNED | |||||||
| Short-Term Portfolio | JP Morgan Chase FBO, New Mexico State Invstmt Council, 14221 Dallas Parkway, Dallas TX75254-2942 | 12,469,870.22 | 8.97% | |||||||
| Short-Term Portfolio | State Street Bank & Trust FBO, Illinois Teachers TR Ubfund, 2 Avenue de Lafayette Fl 1, Boston MA 02111-1712 | 8,673,979.17 | 6.24% | |||||||
| US Government Sector Portfolio | Toyota Motor Credit Corp FBO, Toyota Motor Insurance Services Inc, 19001 South Western Avenue, NF 10, Torrance CA 90501-1106 | 30,913,401.51 | 13.18% | |||||||
| * | Entity owned 25% or more of the outstanding shares of beneficial interest of the Portfolio, and therefore may be presumed to “control” the Portfolio, as that term is defined in the 1940 Act. |
| ** | Shares are believed to be held only as nominee. |
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EXHIBIT C
PIMCO Funds
PIMCO Variable Insurance Trust
PIMCO ETF Trust
Governance Committee Charter
The provisions of this charter apply to each of PIMCO Funds, PIMCO Variable Insurance Trust and PIMCO ETF Trust (the “Funds”).
Committee Membership
The membership of the Governance Committee (the “Committee”) for each Fund shall comprise all trustees of the Funds.1
Mission
| • | To provide a forum for members of the Board of Trustees (the “Board”) to address important issues of fund governance. |
| • | To make recommendations to the full Board to promote sound governance practices. |
| • | To promote the effective participation of qualified individuals on the Board and its Committees and to consider issues regarding Board succession, including the retirement, resignation or removal of Trustees, as necessary. |
| 1 | Consistent with each Fund’s Declaration of Trust and By-Laws, and subject to the provisions of the Investment Company Act of 1940, as amended, applicable laws of the Commonwealth of Massachusetts (with respect to PIMCO Funds), and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801et seq., as amended (with respect to PIMCO Variable Insurance Trust and PIMCO ETF Trust), to the extent that any provision or requirement of this charter cannot be satisfied as a result of the death, declination to serve, resignation, retirement, removal, incapacity or other reason for a vacancy of one or more Trustees, the operation of the relevant provision or requirement shall be suspended (a) for 90 days if (pursuant to the Fund’s Declaration of Trust and applicable law) the vacancy(ies) may be filled by action of the remaining Trustees, or (b) for 150 days if (pursuant to the Fund’s Declaration of Trust and applicable law) a vote of the shareholders is required to fill the vacancy(ies). |
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Governance Function
1. The Committee shall consult with Fund management, the Funds’ Chief Compliance Officer, counsel and other consultants, as and when appropriate, to discuss legal and business developments affecting the investment management industry and fund governance with a view to recommend changes to the Board’s and each Fund’s governance practices, as appropriate.
2. The Committee shall consider, be responsible for and implement an annual evaluation process of the Board. Such evaluation process should include, at a minimum, an evaluation of the operation of the various committees of the Board and an evaluation of the number of funds overseen by the trustees.
Nominating Function — Board
1. The Committee shall at times and from time to time make nominations for trustees of the Funds and submit such nominations to the full Board. The Committee shall evaluate candidates’ qualifications for such positions, and, in the case of candidates for independent trustee positions, their independence from the Funds’ investment adviser and other principal service providers. Persons selected as independent trustees must not be “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g., business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider factors which may be delineated in this charter, or a Fund’s bylaws, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. In addition, with respect to the PIMCO ETF Trust, the Committee shall take into consideration any applicable financial literacy, independence, or other qualifications imposed on members of the Board by applicable listed company standards.
2. The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) are not “interested persons” of the Fund or the Fund’s investment adviser within the meaning of the 1940 Act. In order for the Committee to evaluate any nominee recommended by a shareholder, potential trustee candidates and nominating shareholders must satisfy the requirements provided in Appendix A to this Charter. Other than the requirements provided in Appendix A, the Committee shall not otherwise evaluate trustee nominees submitted by shareholders in a different manner than other nominees.
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3. The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.
4. The Committee requires that each prospective trustee candidate have a college degree in addition to relevant business experience. In addition, it is the Board’s policy that trustees on the Board may not serve simultaneously in a similar capacity on the board of a registered investment company which is not sponsored or advised by the Funds’ investment adviser or its affiliates. The Committee may take into account a wide variety of factors in considering prospective trustee candidates, including (but not limited to): (i) availability and strong and dedicated commitment of a candidate to attend all meetings and perform his or her Board responsibilities with diligence; (ii) relevant industry and related experience; (iii) educational background; (iv) finance and relevant financial expertise; (v) the candidate’s business abilities, demonstrated quality of judgment and developed expertise; and (vi) overall diversity of the Board’s composition.
5. The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different, but relevant, skills or backgrounds from those already on the Board.
6. The selection and nomination of independent trustees is exclusively the responsibility of the independent trustees. The interested trustees of each Fund who are members of the Committee, at the request of and with the participation of the independent trustees, may participate in the process of identifying potential independent trustee candidates and in any related matters, as the independent trustees may request and to the extent permitted under applicable law.
7. The Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Board as a group.
8. The Committee shall periodically review issues related to the succession of officers of the Funds, including the Chairman of the Board.
Nominating Function — Committees
1. The Committee shall make nominations for membership on all committees of the Funds and submit such nominations to the full Board, and shall review committee assignments as necessary.
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2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized, subject to applicable law. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make and discuss recommendations for any such action to and with the full Board.
Other Powers and Responsibilities
1. The Committee shall normally meet twice yearly prior to the meeting of the full Board in February and November, to carry out its nominating and governance functions, and at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. In the event that a Committee meeting is proposed outside of regularly scheduled meetings of the full Board, such meeting will be scheduled only with the unanimous prior consent of the members of the Committee.
2. The Committee shall be responsible for making recommendations to the full Board regarding the retirement, resignation or removal of trustees, in a manner consistent with each Fund’s declaration of trust and by-laws.
3. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Funds.
4. The Committee shall review this Charter periodically and recommend any changes to the full Board.
Governance Committee Chairman
1. The Committee shall appoint a Governance Chairman (“Chair”) by a vote of the majority of the members of the Committee. The Chair is encouraged to understand the subtleties of his/her duties as Chair of the Trusts’ Committee, particularly as differentiated from governance committees of public or private corporations or other public entities.
2. The Chair shall serve until a successor is appointed by the Committee, but in any event, for a term not longer than five years from the date of appointment. Upon a vote of the majority of the members of the Committee, the Chair may serve one additional consecutive five-year term. Such additional term
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may be shortened if a five-year term would extend beyond the Chair’s retirement date contemplated by the Board’s Statement of Retirement Policy (“Retirement Policy”).
3. The Chair may be replaced at any time by a vote of the majority of the members of the Committee (with the Chairman recused).
4. In the event the Chair is serving on the Board pursuant to a waiver of the Board’s Retirement Policy, the Chair shall resign as Chair at the time the Board grants such waiver. For the avoidance of doubt, a member of the Committee that is serving on the Board pursuant to a waiver of the Retirement Policy is not required to step down from the Committee.
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APPENDIX A
Procedures and Eligibility Requirements for Shareholder Submission of Trustee Candidates
| A. | Nominating Shareholder Requirements |
Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of a Fund having a net asset value of not less than $25,000 during the two-year period prior to submitting the trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.
The Committee will not consider submissions in which the Nominating Shareholder is the trustee candidate.
| B. | Deadlines and Limitations |
The Funds do not hold annual meetings of shareholders. All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.
| C. | Making a Submission |
Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund’s Secretary. Notice to the Fund’s Secretary should be provided in accordance with the deadline specified in the relevant Fund’s Bylaws; and include as specified, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee candidate’s qualifications for service on the Board of Trustees as well as any
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information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.
The foregoing Charter was reviewed and approved by the Governance Committee and Board of Trustees of PIMCO Funds on December 12, 2014.
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EXHIBIT D
TRUSTEES AND OFFICERS OF THE TRUST
Certain information concerning the Trustees of the Trust, except Messrs. Douglas M. Hodge and Ronald C. Parker, and the Trust’s officers, except for Mr. Hodge, is set forth below. Information about Messrs. Hodge and Parker is set forth in the “Proposal” section of the proxy statement. The officers are annually elected by the Board of Trustees to serve until his or her successor is duly elected and qualifies. The address for each of the individuals listed below is 650 Newport Center Drive, Newport Beach, California 92660.
Trustees of the Trust
Name and | Position Held with Trust | Term of | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public Company and the Past 5 Years | |||||||
Interested Trustee1 | ||||||||||||
| Brent R. Harris (1959) | Chairman of the Board and Trustee | 02/1992 to present | Managing Director and member of Executive Committee, PIMCO. | 186 | Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. | |||||||
| 1 | Mr. Harris is an “interested person” of the Trust (as that term is defined in the 1940 Act) because of his affiliation with PIMCO. |
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Name and | Position Held with Trust | Term of Office and Length of Time Served† | Principal Occupation(s) | Number of Funds in Fund Complex** To Be Overseen by Trustee | Other Public Company and | |||||||
Independent Trustees | ||||||||||||
| E. Philip Cannon (1940) | Trustee | 05/2000 to present | Private Investor. Formerly, President, Houston Zoo. | 186 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series). | |||||||
| J. Michael Hagan (1939) | Trustee | 05/2000 to present | Private Investor and Business Advisor (primarily to manufacturing companies). | 167 | Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust. | |||||||
| † | Trustees serve until their successors are duly elected and qualified. |
| * | The information for the individuals listed is as of December 31, 2014. |
| ** | The term “Fund Complex” as used herein includes each series of the Trust and the series of PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust and PIMCO Variable Insurance Trust. |
Officers of the Trust
Executive Officers
Name, Year of | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | ||
Peter G. Strelow (1970) | 01/2015 to present
Senior Vice
Vice President | Managing Director, PIMCO. President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. President and Principal Executive Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. |
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Name, Year of | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | ||
| David C. Flattum (1964) Chief Legal Officer | 11/2006 to present | Managing Director and General Counsel, PIMCO. Chief Legal Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. | ||
| Jennifer E. Durham (1970) Chief Compliance Officer | 07/2004 to present | Managing Director, PIMCO. Chief Compliance Officer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
| Brent R. Harris (1959) Senior Vice President | 01/2015 to present
President 03/2009 | Managing Director and current member of Executive Committee, PIMCO. Senior Vice President, PIMCO Variable Insurance Trust and PIMCO ETF Trust. | ||
Kevin M. Broadwater (1964) Vice President — Senior Counsel | 05/2012 to present | Executive Vice President and Deputy General Counsel, PIMCO. Vice President — Senior Counsel, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Joshua D. Ratner (1976) Vice President — Senior Counsel, Secretary | 11/2013 to present
Assistant 10/2007 to | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President — Senior Counsel, Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, Secretary and Chief Legal Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds.* | ||
Ryan G. Leshaw (1980) Assistant Secretary | 05/2012 to present | Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. Formerly, Associate, Willkie Farr & Gallagher LLP. | ||
William G. Galipeau (1974) Vice President | 11/2013 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Treasurer and Principal Financial & Accounting Officer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. Formerly, Vice President, Fidelity Investments. | ||
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Name, Year of | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | ||
Eric D. Johnson (1970) Vice President | 05/2011 to present | Executive Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
Henrik P. Larsen (1970) Vice President | 02/1999 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Greggory S. Wolf (1970) Vice President | 05/2011 to present | Senior Vice President, PIMCO. Vice President, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. | ||
Trent W. Walker (1974) Treasurer | 11/2013 to present
Assistant 05/2007 to | Senior Vice President, PIMCO. Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Assistant Treasurer, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
Stacie D. Anctil (1969) Assistant Treasurer | 11/2003 to present | Senior Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, and PIMCO Closed-End Funds. | ||
Erik C. Brown (1967) Assistant Treasurer | 02/2001 to present | Executive Vice President, PIMCO. Assistant Treasurer, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Vice President, PIMCO Managed Accounts Trust and PIMCO Closed-End Funds. | ||
| * | The term “PIMCO Closed-End Funds” as used herein includes: PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund Inc., PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Credit Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II and PIMCO Strategic Income Fund, Inc. |
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EXHIBIT E
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”), 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the series of the Trust, including the Portfolios (the “Funds”). PwC provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.
PwC audited the financial statements of each series of the Trust for the fiscal year ended March 31, 2014. At a meeting held on May 13, 2014, the Board of Trustees approved by the vote, cast in person, of all of the Trustees, including all of the Independent Trustees, the selection of PwC to audit the financial statements of each series of the Trust for the fiscal year ending March 31, 2015. PwC has audited the financial statements of each Fund for its last two fiscal years (as applicable), and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PwC are not expected to attend the Meeting but will be available by phone and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees billed by PwC for the last two fiscal years for professional services rendered for: (i) the audit of each of the Fund’s annual financial statements included in the Fund’s annual report to shareholders; (ii) assurance and related services that are reasonably related to the performance of the audit of each of the Fund’s financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, and consent letters; (iii) tax compliance, tax advice and tax return preparation, which includes an annual distribution review; and (iv) aggregate non-audit services provided to the Funds, PIMCO and entities that control, are controlled by or under common control with PIMCO that provide ongoing services to the Funds (“Service Affiliates”), which include conducting an annual internal control report. No other services were provided to the Funds during this period.
Fiscal | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Services Provided to the Funds and Service Affiliates | |||||||||||||||
2014 | $ | 4,823,667 | $ | 10,750 | $ | 2,000 | $ | 0 | $ | 11,726,000 | ||||||||||
2013 | $ | 4,879,139 | $ | 10,750 | $ | 0 | $ | 0 | $ | 11,014,483 | ||||||||||
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The Audit Committee’s policies and procedures require the pre-approval of all audit and non-audit services provided to the Portfolios by the Portfolios’ independent registered public accounting firm. The Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to PIMCO and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Portfolios. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table are for services pre-approved by the Audit Committee. During the periods indicated in the table above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Portfolios’ independent registered public accounting firm to PIMCO and Service Affiliates is compatible with maintaining the independent registered public accounting firm’s independence.
PROXY_PAPS_012015
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| PROXY VOTING OPTIONS | ||||||||||
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! |
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1.MAIL your signed and voted proxy back in thepostage paid envelope provided | |||||||
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2.ONLINE atproxyonline.com using your proxyvoting numberfound below | |||||||||
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3.PHONE dial toll-free(888) 227-9349 to reach an automated touchtone voting line | |||||||||
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4.LIVE with alive operator when you call toll-free(866) 721-1371 Monday through Friday 9 a.m. to 10 p.m. Eastern time | |||||||||
| CONTROL NUMBER |
| 12345678910 |
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2015
The undersigned holder(s) of common shares of the above-listed Fund (the “Fund”), a series of PIMCO Funds which is Massachusetts business trust (the “Trust”), hereby appoint(s) Peter G. Strelow, William Galipeau and Joshua D. Ratner, or any of them, each with full power of substitution, as the proxy or proxies for the undersigned to: (i) attend the Special Meeting of shareholders of the Trust (the “Special Meeting”) to be held at the Newport Beach Marriott Hotel & Spa, 900 Newport Center Drive, Avalon Room, Newport Beach, California 92660, on April 20, 2015 beginning at 9:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Special Meeting. The undersigned acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement dated January 29, 2015. The undersigned hereby revokes any prior proxy given with respect to the Special Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2015. The Proxy Statement is also available at www.proxyonline.com/docs/pimcofunds.
[PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
| {FUND NAME MERGED} | |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE
TO BE COUNTED.
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
| SIGNATURE (AND TITLE IF APPLICABLE) | DATE | |
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| SIGNATURE (IF HELD JOINTLY) | DATE |
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:l
| FOR | WITHHOLD | |||
| PROPOSAL | ||||
A. Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees. | ||||
1. Nominees: | ||||
(01) George E. Borst | ¡ | ¡ | ||
(02) Jennifer Holden Dunbar | ¡ | ¡ | ||
(03) Douglas M. Hodge | ¡ | ¡ | ||
(04) Gary F. Kennedy | ¡ | ¡ | ||
(05) Peter B. McCarthy | ¡ | ¡ | ||
(06) Ronald C. Parker | ¡ | ¡ | ||
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |