|
|
NFJ Dividend, Interest & Premium
Strategy Fund
|
|
Nicholas-Applegate Equity & Convertible
Income Fund
|
Notes
to Financial
|
January 31, 2009
|
Statements
|
|
2. Investment Manager/Sub-Advisers (continued)
borrowings). The
Investment Manager has retained its affiliates, NFJ Investment Group L.P
(NFJ), Nicholas-Applegate Capital Management LLC (NACM), and Oppenheimer
Capital LLC (OCC) (the Sub-Advisers), to manage NFJ Dividend, Interest
& Premium Strategy is equity component, convertible component and index
option strategy, respectively. NACM serves as the sole sub-adviser to
Nicholas-Applegate Equity & Convertible Income. Subject to the supervision
of the Investment Manager, NFJ, NACM and OCC make all of NFJ Dividend, Interest
& Premium Strategy is investment decisions in connection with their
respective components of the Funds investments. Subject to the supervision of
the Investment Manager, NACM is responsible for making all of
Nicholas-Applegate Equity & Convertible Income is investment decisions. Pursuant
to Sub-Advisory Agreements, the Investment Manager and not the Funds, pay each
of the Sub-Advisers an annual fee payable on a monthly basis.
3. Investment in Securities
For the year ended
January 31, 2009, purchases and sales of investments, other than short-term
securities and U.S. government obligations were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NFJ Dividend,
|
|
Nicholas-Applegate
|
|
|
|
|
Interest & Premium
|
|
Equity & Convertible
|
|
|
|
|
Strategy Fund
|
|
Income Fund
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
$
|
903,511,354
|
|
|
|
$
|
369,498,388
|
|
|
|
Sales
|
|
|
|
873,141,248
|
|
|
|
|
366,669,887
|
|
|
Transactions in call options written for the year ended
January 31, 2009:
|
|
|
|
|
|
|
|
NFJ Dividend, Interest & Premium Strategy:
|
|
Contracts
|
|
Premiums
|
|
|
|
|
|
|
|
|
|
Options outstanding, January 31, 2008
|
|
|
37,100
|
|
$
|
19,411,700
|
|
|
Options written
|
|
|
222,475
|
|
|
118,456,545
|
|
|
Options terminated in closing purchase transactions
|
|
|
(34,420
|
)
|
|
(13,970,092
|
)
|
|
Options expired
|
|
|
(197,055
|
)
|
|
(107,682,703
|
)
|
|
|
|
|
|
|
|
|
|
Options outstanding, January 31, 2009
|
|
|
28,100
|
|
$
|
16,215,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas-Applegate Equity & Convertible Income:
|
|
Contracts
|
|
Premiums
|
|
|
|
|
|
|
|
|
|
Options outstanding, January 31, 2008
|
|
|
32,480
|
|
$
|
4,595,709
|
|
|
Options written
|
|
|
111,713
|
|
|
16,634,480
|
|
|
Options terminated in closing purchase transactions
|
|
|
(26,468
|
)
|
|
(3,449,286
|
)
|
|
Options expired
|
|
|
(115,186
|
)
|
|
(16,237,644
|
)
|
|
Options exercised
|
|
|
(857
|
)
|
|
(91,777
|
)
|
|
|
|
|
|
|
|
|
|
Options outstanding, January 31, 2009
|
|
|
1,682
|
|
$
|
1,451,482
|
|
|
|
|
|
|
|
|
|
4. Income Tax Information
The tax character of dividends and
distributions paid were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
|
NFJ Dividend, Interest & Premium Strategy:
|
|
January 31, 2009
|
|
January 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Income
|
|
|
$
|
185,116,740
|
|
|
|
$
|
187,102,394
|
|
|
Long-term Capital Gains
|
|
|
|
2,514,045
|
|
|
|
|
25,104,717
|
|
At January 31, 2009,
the tax character of distributable earnings was $4,498,375 of ordinary income.
For the year ended
January 31, 2009, permanent differences are primarily attributable to the
differing treatment of convertible preferred securities, and distribution
reclasses. These adjustments were to increase undistributed net investment
income by $3,239,561, increase accumulated net realized losses by $3,180,162,
and decrease paid in capital in excess of par by $59,399.
At January 31, 2009,
the Fund had a capital loss carryforward of 55,360,976 which will expire in
2017 and is available as a reduction, to the extent provided in the
regulations, of any future net realized gains. To the extent that these losses
are used to offset future realized capital gains, such gains will not be
distributed.
In accordance with
U.S. Treasury regulations, the Fund elected to defer realized capital losses of
$87,908,251 arising after October 31, 2008. Such losses are treated as arising
on February 1, 2009.
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
24
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
1.31.09
|
|
|
|
NFJ Dividend, Interest & Premium
Strategy Fund
|
|
Nicholas-Applegate Equity & Convertible
Income Fund
|
Notes
to Financial
|
January 31, 2009
|
Statements
|
|
4. Income Tax Information (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period
|
|
|
|
|
February 27, 2007*
|
|
|
Year ended
|
|
through
|
|
Nicholas-Applegate Equity & Convertible Income:
|
|
January 31, 2009
|
|
January 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Income
|
|
|
$
|
51,578,437
|
|
|
|
$
|
37,638,319
|
|
* Commencement of
operations
At January 31, 2009,
the tax character of distributable earnings of $690,376 was comprised entirely
of ordinary income.
For the year ended
January 31, 2009, permanent differences are primarily attributable to the
differing treatment of convertible preferred securities. These adjustments were
to increase undistributed net investment loss and accumulated net realized
losses by $97,548.
At January 31, 2009,
the Fund had a capital loss carryforward of 13,518,525 which will expire in
2017 and is available as a reduction, to the extent provided in the
regulations, of any future net realized gains. To the extent that these losses
are used to offset future realized capital gains, such gains will not be
distributed.
In accordance with
U.S. Treasury regulations, the Fund elected to defer realized capital losses of
$2,026,021 arising after October 31, 2008. Such losses are treated as arising
on February 1, 2009.
The cost of
investments for federal income tax purposes and gross unrealized appreciation
and gross unrealized depreciation of investments at January 31, 2009 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
Gross
|
|
Net
|
|
|
|
|
Cost of
|
|
Unrealized
|
|
Unrealized
|
|
Unrealized
|
|
|
|
|
Investments
|
|
Appreciation
|
|
Depreciation
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NFJ Dividend, Interest &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium
Strategy
|
|
$
|
2,135,140,992
|
|
|
$17,768,568
|
|
$
|
(801,471,952
|
)
|
$
|
(783,703,384
|
)
|
|
Nicholas-Applegate Equity &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Income
|
|
|
515,401,463
|
|
|
141,588
|
|
|
(217,459,200
|
)
|
|
(217,317,612
|
)
|
5. Subsequent Dividend Declarations
On March 13, 2009 the following
quarterly dividends were declared to shareholders, payable March 27, 2009 to
shareholders of record on March 23, 2009.
|
|
NFJ Dividend, Interest & Premium Strategy
|
$0.15 per share
|
|
Nicholas-Applegate Equity & Convertible Income
|
$0.28 per share
|
6. Legal Proceedings
In June and
September 2004, the Investment Manager and certain of it affiliates (including
PEA Capital LLC (PEA), the distributor and Allianz Global Investors of
America, L.P., agreed to settle, without admitting or denying the allegations,
claims brought by the Securities and Exchange Commission and the New Jersey
Attorney General alleging violations of federal and state securities laws with
respect to certain open-end funds for which the Investment Manager serves as
investment adviser. The settlements related to an alleged market timing
arrangement in certain open-end funds formerly sub-advised by PEA. The
Investment Manager and its affiliates agreed to pay a total of $68 million to
settle the claims. In addition to monetary payments, the settling parties
agreed to undertake certain corporate governance, compliance and disclosure
reforms related to market timing and consented to cease and desist orders and
censures. Subsequent to these events, PEA deregistered as an investment adviser
and dissolved. None of the settlements alleged that any inappropriate activity
took place with respect to the Funds.
Since February 2004,
the Investment Manager, the Sub-Advisers and certain of their affiliates and
their employees have been named as defendants in a number of pending lawsuits
concerning market timing which allege the same or similar conduct underlying
the regulatory settlements discussed above. The market timing lawsuits have
been consolidated in a multi-district litigation proceeding in the U.S.
District Court for the District of Maryland. Any potential resolution of these
matters may include, but not be limited to, judgments or settlements for
damages against the Investment Manager, the Sub-Advisers, or their affiliates
or related injunctions.
The Investment
Manager and the Sub-Advisers believe that these matters are not likely to have
a material adverse effect on the Funds or on their ability to perform their
respective investment advisory activities relating to the Funds.
|
|
|
|
|
|
NFJ Dividend, Interest & Premium Strategy
Fund
|
|
|
| 1.31.09 |
|
Nicholas-Applegate Equity & Convertible Income Fund
Annual Report
|
25
|
|
NFJ
Dividend, Interest & Premium Strategy Fund
Financial Highlights
|
|
For a share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period
February 28, 2005*
through
January 31, 2006
|
|
|
Year ended January 31,
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, beginning of period
|
|
$23.84
|
|
|
$25.72
|
|
|
$24.18
|
|
|
$23.88
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
0.89
|
|
|
0.80
|
|
|
0.75
|
|
|
0.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized and change in unrealized gain (loss) on
investments, call options
written and short sales
|
|
(8.63
|
)
|
|
(0.44
|
)
|
|
2.89
|
|
|
1.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from
investment operations
|
|
(7.74
|
)
|
|
0.36
|
|
|
3.64
|
|
|
1.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and Distributions to Shareholders
from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
(0.87
|
)
|
|
(1.01
|
)
|
|
(0.73
|
)
|
|
(0.65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized gains
|
|
(1.11
|
)
|
|
(1.23
|
)
|
|
(1.37
|
)
|
|
(1.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
dividends and distributions to shareholders
|
|
(1.98
|
)
|
|
(2.24
|
)
|
|
(2.10
|
)
|
|
(1.65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering
costs charged to paid-in capital in excess of par
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end of period
|
|
$14.12
|
|
|
$23.84
|
|
|
$25.72
|
|
|
$24.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
price, end of period
|
|
$12.97
|
|
|
$23.26
|
|
|
$25.87
|
|
|
$22.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investment Return (1)
|
|
(37.93
|
)%
|
|
(1.65
|
)%
|
|
27.15
|
%
|
|
(4.65
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RATIOS/SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets,
end of period (000)
|
|
$1,334,735
|
|
|
$2,253,652
|
|
|
$2,431,595
|
|
|
$2,285,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
expenses to average net assets
|
|
0.97
|
%
|
|
0.95
|
%
|
|
0.95
|
%
|
|
0.94
|
%(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
net investment income to average net assets
|
|
4.40
|
%
|
|
3.13
|
%
|
|
3.08
|
%
|
|
3.27
|
%(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
turnover
|
|
48
|
%
|
|
82
|
%
|
|
69
|
%
|
|
97
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Commencement of operations.
|
**
|
Initial public offering price of $25.00 per share less
underwriting discount of $1.125 per share.
|
(1)
|
Total investment return is calculated assuming a purchase
of a share of common stock at the current market price on the first day of
each period and a sale of a share of common tock at the current market price
on the last day of each period reported. Dividends and distributions are
assumed, for purposes of this calculation, to be reinvested at prices
obtained under the Funds dividend reinvestment plan. Total investment return
does not reflect brokerage commissions or sales charges. Total investment
return for a period of less than one year is not annualized.
|
(2)
|
Annualized.
|
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
26
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report | 1.31.09
|
See accompanying Notes to Financial Statements
|
|
Nicholas-Applegate
Equity & Convertible Income Fund
Financial Highlights
|
|
For a share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
Year ended
January 31, 2009
|
|
For the period
February 27, 2007*
through
January 31, 2008
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$23.44
|
|
|
$23.88
|
**
|
|
|
|
|
|
|
|
|
Investment Operations:
|
|
|
|
|
|
|
|
Net investment income
|
|
0.67
|
|
|
0.62
|
|
|
|
|
|
|
|
|
|
Net realized and change in unrealized gain (loss) on
investments and call options written
|
|
(8.39
|
)
|
|
0.68
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
(7.72
|
)
|
|
1.30
|
|
|
|
|
|
|
|
|
|
Dividends and Distributions to
Shareholders from:
|
|
|
|
|
|
|
|
Net investment income
|
|
(0.65
|
)
|
|
(0.70
|
)
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
(1.66
|
)
|
|
(0.99
|
)
|
|
|
|
|
|
|
|
|
Total dividends and distributions to shareholders
|
|
(2.31
|
)
|
|
(1.69
|
)
|
|
|
|
|
|
|
|
|
Capital Share Transactions:
|
|
|
|
|
|
|
|
Offering costs charged to paid-in capital in excess of par
|
|
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$13.41
|
|
|
$23.44
|
|
|
|
|
|
|
|
|
|
Market price, end of period
|
|
$13.10
|
|
|
$22.02
|
|
|
|
|
|
|
|
|
|
Total Investment Return (1)
|
|
(31.75
|
)%
|
|
(5.66
|
)%
|
|
|
|
|
|
|
|
|
RATIOS/SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
Net assets, end of period (000)
|
|
$299,126
|
|
|
$522,848
|
|
|
|
|
|
|
|
|
|
Ratio of expenses to average net assets
|
|
1.07
|
%
|
|
1.08
|
%(2)
|
|
|
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
|
3.42
|
%
|
|
2.73
|
%(2)
|
|
|
|
|
|
|
|
|
Portfolio turnover
|
|
86
|
%
|
|
241
|
%
|
|
|
|
|
|
|
|
|
|
*
|
Commencement of operations.
|
**
|
Initial public offering price of $25.00 per share less
underwriting discount of $1.125 per share.
|
(1)
|
Total investment return is calculated assuming a purchase
of a share of common stock at the current market price on the first day of
each period and a sale of a share of common stock at the current market price
on the last day of each period reported. Dividends and distributions are
assumed, for purposes of this calculation, to be reinvested at prices
obtained under the Funds dividend reinvestment plan. Total investment return
does not reflect brokerage commissions or sales charges. Total investment
return for a period of less than one year is not annualized.
|
(2)
|
Annualized.
|
|
|
|
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
|
See accompanying Notes to Financial Statements
|
1.31.09
|
|
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
27
|
|
|
NFJ
Dividend, Interest & Premium Strategy Fund
|
|
Nicholas-Applegate
Equity & Convertible Income Fund
|
Report
of
|
|
Independent
|
|
Registered
Public
|
|
Accounting
Firm
|
|
|
To the Shareholders and Board of
Trustees of:
NFJ Dividend, Interest & Premium
Strategy Fund
Nicholas-Applegate Equity & Convertible Income Fund
In our opinion, the accompanying
statements of assets and liabilities, including the schedules of investments,
and the related statements of operations and of changes in net assets and the
financial highlights present fairly, in all material respects, the financial
position of the NFJ Dividend, Interest & Premium Strategy Fund and
Nicholas-Applegate Equity & Convertible Income Fund (the Funds) at
January 31, 2009, the results of each of their operations, changes in net
assets and the financial highlights for each of the periods presented, in
conformity with accounting principles generally accepted in the United States
of America. These financial statements and financial highlights (hereafter referred
to as financial statements) are the responsibility of the Funds management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at January 31, 2009, by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
PricewaterhouseCoopers LLP
New York, New York
March 26, 2009
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
28
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
1.31.09
|
|
|
|
NFJ
Dividend, Interest & Premium Strategy Fund
|
|
Nicholas-Applegate
Equity & Convertible Income Fund
|
Tax
Information /
|
|
Annual
Shareholder
|
|
Meeting
Results
|
|
(unaudited)
|
|
|
Tax Information
Subchapter M of the Internal Revenue
Code of 1986, as amended, requires the NFJ Dividend, Interest & Premium
Strategy Fund and Nicholas-Applegate Equity & Convertible Income Fund to
advise shareholders within 60 days of the Funds tax year ended January 31,
2009 as to the federal tax status of dividends and distributions received by
shareholders during such tax year. Total dividends for the tax year ended
January 31, 2009 were as follows:
NFJ Dividend, Interest & Premium
Strategy Fund:
|
|
|
|
|
Dividends from ordinary income
|
|
|
$185,116,740
|
|
|
Distributions from long-term gains
|
|
|
$2,514,045
|
|
|
Section 1250 Distributions
|
|
|
$3,597
|
|
Pursuant to the Jobs and Growth Tax
Relief Reconciliation Act of 2003, the Fund designates qualified dividend
income 41.54%, or the maximum amount allowable.
The percentage of ordinary dividends
paid by the Fund during the year ended January 31, 2009 which qualified for the
Dividends Received Deduction available to corporate shareholders was 35.83%.
Nicholas-Applegate Equity &
Convertible Income Fund:
|
|
|
|
|
Dividends from ordinary income
|
|
|
$51,578,437
|
|
Pursuant to the Jobs and Growth Tax
Relief Reconciliation Act of 2003, the Fund designates qualified dividend
income 18.51%, or the maximum amount allowable.
The percentage of ordinary dividends
paid by the Fund during the year ended January 31, 2009 which qualified for the
Dividends Received Deduction available to corporate shareholders was 15.56%.
Since the Funds tax year is not the
calendar year, another notification will be sent with respect to calendar year
2009. In January 2010, shareholders will be advised on IRS Form 1099 DIV as to
the federal tax status of dividends and distributions received during calendar
2009. The amount that will be reported will be the amount to use on your 2009
federal income tax return and may differ from the amount which must be reported
in connection with the Funds tax year ended January 31, 2009. Shareholders are
advised to consult their tax advisers as to the federal, state and local tax
status of the dividend income received from the Funds.
|
|
|
Annual Shareholder Meeting Results:
|
The Funds held their joint annual
meeting of shareholders on May 21, 2008.
Shareholders of NFJ Dividend, Interest
& Premium Strategy voted to re-elect Robert E. Connor and John C. Maney as
Trustees as indicated below.
|
|
|
|
|
|
|
|
NFJ Dividend, Interest & Premium Strategy Fund:
|
|
Affirmative
|
|
Withheld
Authority
|
|
|
|
|
|
|
|
|
|
Re-election of Robert E. ConnorClass III to serve until
2011
|
|
|
86,857,825
|
|
|
1,445,152
|
|
|
Re-election of John C. ManeyClass III to serve until 2011
|
|
|
86,939,418
|
|
|
1,363,559
|
|
Hans W. Kertess, Paul Belica, William
B. Ogden IV, R. Peter Sullivan III and Diana L.Taylor, continue to serve as
Trustees. John J. Dalessandro II served as a Class II Trustee until his death
on September 14, 2008.
Shareholders of Nicholas-Applegate
Equity & Convertible Income voted to elect Robert E. Connor, Hans W Kertess
and William B. Ogden IV as Trustees as indicated below.
|
|
|
|
|
|
|
|
Nicholas Applegate Equity & Convertible Income Fund:
|
|
Affirmative
|
|
Withheld
Authority
|
|
|
|
|
|
|
|
|
|
Election of Robert E. ConnorClass I to serve until 2011
|
|
|
20,580,667
|
|
|
286,205
|
|
|
Election of Hans W. KertessClass I to serve until 2011
|
|
|
20,595,793
|
|
|
271,079
|
|
|
Election of William B. Ogden IVClass I to serve until
2011
|
|
|
20,599,247
|
|
|
267,625
|
|
Paul Belica, John C. Maney, R. Peter
Sullivan III, and Diana L. Taylor continue to serve as Trustees of the Funds.
John J. Dalessandro II served as a Class II Trustee of the Funds until his
death on September 14, 2008.
|
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
|
|
1.31.09
|
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
29
|
|
|
NFJ
Dividend, Interest & Premium Strategy Fund
|
|
Nicholas-Applegate
Equity & Convertible Income Fund
|
Privacy
Policy / Proxy
|
|
Voting
Policies &
|
|
Procedures
(unaudited)
|
|
|
Privacy Policy
Our Commitment to
You
We consider customer privacy to be a fundamental aspect of
our relationship with clients. We are committed to maintaining the
confidentiality, integrity, and security of our current, prospective and former
clients personal information. To ensure clients privacy, we have developed
policies designed to protect this confidentiality, while allowing client needs
to be served.
Obtaining Personel
Information
In the course of providing you with products and services,
we and certain service providers to the Funds, such as the Funds investment
adviser, may obtain non-public personal information about you. This information
may come from sources such as account applications and other forms, from other
written, electronic or verbal correspondence, from your transactions, from your
brokerage or financial advisory firm, financial adviser or consultant, and/or
from information captured on our internet web sites.
Respecting Your
Privacy
We do not disclose any personal or account information
provided by you or gathered by us to non-affiliated third parties, except as
required or permitted by law. As is common in the industry, non-affiliated
companies may from time to time be used to provide certain services, such as
preparing and mailing prospectuses, reports, account statements and other
information, conducting research on client satisfaction, and gathering
shareholder proxies. We may also retain non-affiliated companies to market our
products and enter in joint marketing agreements with other companies. These
companies may have access to your personal and account information, but are
permitted to use the information solely to provide the specific service or as
otherwise permitted by law. We may also provide your personal and account
information to your brokerage or financial advisory firm and/or to your
financial adviser or consultant.
Sharing Information
with Third Parties
We do reserve the right to disclose or report personal
information to non-affiliated third parties in limited circumstances where we
believe in good faith that disclosure is required under law, to cooperate with
regulators or law enforcement authorities, to protect our rights or property,
or upon reasonable request by any mutual fund in which you have chosen to
invest. In addition, we may disclose information about you or your accounts to
a non-affiliated third party with the consent or at your request or if you
consent in writing to the disclosure.
Sharing Information
with Affiliates
We may share client information with our affiliates in
connection with servicing your account or to provide you with information about
products and services that we believe may be of interest to you. The
information we share may include, for example, your participation in our mutual
funds or other investment programs, your ownership of certain types of accounts
(such as IRAs), or other data about your accounts. Our affiliates, in turn, are
not permitted to share your information with non-affiliated entities, except as
required or permitted by law.
Procedures to
Safeguard Private Information
The Funds take seriously the obligation to safeguard your
non-public personal information. In addition to this policy, the Funds have
also implemented procedures that are designed to restrict access to a your
non-public personal information only to internal personnel who need to know
that information in order to provide products or services to such shareholders.
In order to guard a shareholders non-public personal information, physical,
electronic and procedural safeguards are in place.
|
|
|
Proxy Voting Policies & Procedures:
|
A description of the policies and procedures that the Funds
have adopted to determine how to vote proxies relating to portfolio securities
and information about how the Funds voted proxies relating to portfolio
securities held during the most recent twelve month period ended June 30, is
available (i) without charge, upon request, by calling the Funds shareholder
servicing at (800) 331-1710; (ii) on the Funds website at
www.allianzinvestors.com/closedendfunds; and (iii) on the Securities and
Exchange Commissions website at www.sec.gov.
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
30
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
1.31.09
|
|
|
|
NFJ
Dividend, Interest & Premium Strategy Fund
|
|
Nicholas-Applegate
Equity & Convertible Income Fund
|
Dividend
Reinvestment
|
|
Plan
(unaudited)
|
|
|
Pursuant to the Funds Dividend
Reinvestment Plan (the Plan), all Common Shareholders whose shares are
registered in their own names will have all dividends, including any capital
gain dividends, reinvested automatically in additional Common Shares by PFPC
Inc., as agent for the Common Shareholders (the Plan Agent), unless the
shareholder elects to receive cash. An election to receive cash may be revoked
or reinstated at the option of the shareholder. In the case of record
shareholders such as banks, brokers or other nominees that hold Common Shares
for others who are the beneficial owners, the Plan Agent will administer the
Plan on the basis of the number of Common Shares certified from time to time by
the record shareholder as representing the total amount registered in such
shareholders name and held for the account of beneficial owners who are to
participate in the Plan. Shareholders whose shares are held in the name of a
bank, broker or nominee should contact the bank, broker or nominee for details.
All distributions to investors who elect not to participate in the Plan (or
whose broker or nominee elects not to participate on the investors behalf),
will be paid cash by check mailed, in the case of direct shareholder, to the
record holder by PFPC Inc., as the Funds dividend disbursement agent.
Unless you elect (or your broker or
nominee elects) not to participate in the Plan, the number of Common Shares you
will receive will be determined as follows:
|
|
|
|
(1)
|
If on the payment date the net asset value of the Common
Shares is equal to or less than the market price per Common Share plus
estimated brokerage commissions that would be incurred upon the purchase of
Common Shares on the open market, the Funds will issue new shares at the
greater of (i) the net asset value per Common Share on the payment date or
(ii) 95% of the market price per Common Share on the payment date; or
|
|
|
|
|
(2)
|
If on the payment date the net asset value of the Common
Shares is greater than the market price per Common Share plus estimated
brokerage commissions that would be incurred upon the purchase of Common
Shares on the open market, the Plan Agent will receive the dividend or
distribution in cash and will purchase Common Shares in the open market, on
the New York Stock Exchange or elsewhere, for the participants accounts. It
is possible that the market price for the Common Shares may increase before
the Plan Agent has completed its purchases. Therefore, the average purchase price
per share paid by the Plan Agent may exceed the market price on the payment
date, resulting in the purchase of fewer shares than if the dividend or
distribution had been paid in Common Shares issued by the Funds. The Plan Agent
will use all dividends and distributions received in cash to purchase Common
Shares in the open market on or shortly after the payment date, but in no event
later than the ex-dividend date for the next distribution. Interest will not be
paid on any uninvested cash payments.
|
You may withdraw from the Plan at any
time by giving notice to the Plan Agent. If you withdraw or the Plan is
terminated, you will receive a certificate for each whole share in your account
under the Plan and you will receive a cash payment for any fraction of a share
in your account. If you wish, the Plan Agent will sell your shares and send you
the proceeds, minus brokerage commissions.
The Plan Agent maintains all
shareholders accounts in the Plan and gives written confirmation of all
transactions in the accounts, including information you may need for tax
records. The Plan Agent will also furnish each person who buys Common Shares
with written instructions detailing the procedures for electing not to
participate in the Plan and to instead receive distributions in cash. Common
Shares in your account will be held by the Plan Agent in non-certificated form.
Any proxy you receive will include all Common Shares you have received under
the Plan.
There is no brokerage charge for
reinvestment of your dividends or distributions in Common Shares. However, all
participants will pay a pro rata share of brokerage commissions incurred by the
Plan Agent when it makes open market purchases.
Automatically reinvested dividends
and distributions are taxed in the same manner as cash dividends and
distributions.
The Funds and the Plan Agent reserve
the right to amend or terminate the Plan. There is no direct service charge to
participants in the Plan; however, the Funds reserve the right to amend the
Plan to include a service charge payable by the participants. Additional
information about the Plan may be obtained from the Funds shareholder
servicing, PNC Global Investment Servicing, P.O. Box 43027, Providence, RI
02940-3027, telephone number (800) 331-1710.
|
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
|
| 1.31.09 |
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
31
|
|
|
NFJ Dividend, Interest & Premium
Strategy Fund
|
|
Nicholas-Applegate Equity & Convertible
Income Fund
|
Board
of Trustees
|
|
(unaudited)
|
|
|
|
|
|
Name, Date of
Birth, Position(s) Held with Funds,
Length of Service, Other Trusteeships/Directorships
Held by Trustee; Number of Portfolios in Fund
Complex/Outside Fund Complexes Currently
Overseen by Trustee
|
|
Principal
Occupation(s) During Past 5 Years:
|
|
|
|
|
|
|
The address of
each trustee is 1345 Avenue of the Americas, New York, NY 10105
|
|
|
|
Hans W. Kertess
|
|
President, H. Kertess & Co.,
a financial advisory company: Formally, Managing Director, Royal Bank of
Canada Capital Markets.
|
|
Date of Birth:
7/12/39
|
|
|
Chairman of the
Board of Trustees since: 2007
|
|
|
Trustee since:
2005 - NFJ and 2007 - NIE
|
|
|
|
Term of office: Expected to stand for
re-election at 2010 - NFJ and 2011 - NIE annual meeting of shareholders.
|
|
|
|
Trustee/Director
of 47 Funds in Fund Complex;
|
|
|
|
Trustee/Director
of no funds outside of Fund Complex
|
|
|
|
|
|
Paul Belica
|
|
Retired. Formerly Director,
Student Loan Finance Corp., Education Loans, Inc., Goal Funding, Inc., Goal
Funding II, Inc. and Surety Loan Fund, Inc.; Formerly, Manager of Stratigos
Fund LLC, Whistler Fund LLC, Xanthus Fund LLC & Wynstone Fund LLC.
|
|
Date of Birth:
9/27/21
|
|
|
Trustee since:
2005 - NFJ and 2007 - NIE
|
|
|
Term of Office: Expected to stand for
re-election at 2009 - NIE and 2010 - NFJ annual meeting of shareholders
|
|
|
Trustee/Director
of 47 funds in Fund Complex
|
|
|
|
Trustee/Director
of no funds outside of Fund Complex
|
|
|
|
|
|
Robert E. Connor
|
|
Retired; Formerly, Senior Vice
President, Corporate Office, Smith Barney Inc.
|
|
Date of Birth:
9/17/34
|
|
|
|
Trustee since:
2005 - NFJ and 2007 - NIE
|
|
|
|
Term of office: Expected to stand for
re-election at 2011 - NFJ and NIE annual meeting of shareholders.
|
|
|
|
Trustee/Director
of 47 funds in Fund Complex
|
|
|
|
Trustee/Director
of no funds outside of Fund Complex
|
|
|
|
|
|
William B.
Ogden, IV
|
|
Asset Management Industry
Consultant; Formerly, Managing Director, Investment Banking Division of
Citigroup Global Markets Inc.
|
|
Date of Birth:
1/11/45
|
|
|
Trustee since:
2006 - NFJ and 2007 - NIE
|
|
|
Term of office: Expected to stand for
re-election at 2010 - NFJ and 2011 - NIE annual meeting of shareholders.
|
|
|
Trustee/Director
of 47 Funds in Fund Complex;
|
|
|
|
Trustee/Director
of no funds outside of Fund Complex
|
|
|
|
|
|
|
R. Peter
Sullivan III
|
|
Retired. Formerly, Managing
Partner, Bear Wagner Specialists LLC, specialist firm on the New York Stock
Exchange.
|
|
Date of Birth:
9/4/41
|
|
|
Trustee since:
2006 - NFJ and 2007 - NIE
|
|
|
Term of office: Expected to stand for
re-election at 2009 - NFJ and 2010 - NIE annual meeting of shareholders.
|
|
|
Trustee/Director
of 47 funds in Fund Complex
|
|
|
|
Trustee/Director
of no funds outside of Fund Complex
|
|
|
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
32
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
1.31.09
|
|
|
|
NFJ Dividend, Interest & Premium
Strategy Fund
|
|
Nicholas-Applegate Equity & Convertible
Income Fund
|
Board
of Trustees
|
|
(unaudited)
|
|
|
|
|
|
Name, Date of
Birth, Position(s) Held with Funds,
Length of Service, Other Trusteeships/Directorships
Held by Trustee; Number of Portfolios in Fund
Complex/Outside Fund Complexes Currently
Overseen by Trustee
|
|
Principal
Occupation(s) During Past 5 Years:
|
|
|
|
|
|
|
Diana L. Taylor
|
|
Managing Director, Wolfensohn
& Co., 2007-present. Formerly, Superintendent of Banks, State of New
York, 2003-2007
|
Date of Birth:
2/16/55
|
|
Trustee since:
2008
|
|
Term of office: Expected to stand for
re-election at 2009 annual meeting of shareholders.
|
|
Trustee/Director
of 43 funds in Fund Complex
|
|
|
Trustee/Director of Brookfield
Properties Corporations and Southebys
|
|
|
|
|
|
John C. Maney
|
|
Management Board of Allianz
Global Investors Fund Management LLC; Management Board and Managing Director
of Allianz Global Investors of America L.P. since January 2005 and Chief
Operating Officer of Allianz Global Investors of America L.P. since November
2006; Formerly, Executive Vice President and Chief Financial Officer of Apria
Healthcare Group, Inc.
|
Date of Birth:
8/3/59
|
|
Trustee since
2006 - NFJ and 2007 - NIE
|
|
Term of office: Expected to stand for
re-election at 2009 - NIE and 2011 - NFJ annual meeting of shareholders.
(1998-2001)
|
|
Trustee/Director
of 81 Funds in the Fund Complex,
|
|
Trustee/Director
of no Funds outside the Fund Complex
|
|
|
|
|
Mr. Maney is an
interested person of the Funds due to his affiliation with Allianz Global
Investors of America L.P. In addition to Mr. Maneys positions set forth in
the table above, he holds the following positions with affiliated persons:
Managing Director, Chief Operating Officer and Chief Financial Officer of
Allianz Global Investors of America L.P., Allianz Global Investors of America
LLC and Allianz-Pac Life Partners LLC; Member Board of Directors and Chief
Operating Officer of Allianz Global Investors of America Holdings Inc. and
Oppenheimer Group, Inc.; Managing Director and Chief Operating Officer of
Allianz Global Investors NY Holdings LLC and Allianz Global Investors U.S. Equities
LLC; Management Board and Managing Director of Allianz Global Investors U.S.
Holding LLC; Managing Director and Chief Financial Officer of Allianz Hedge
Fund Partners Holding L.P.; Managing Director of Allianz Global Investors
U.S. Retail LLC; Member Board of Directors and Managing Director of Allianz
Global Investors Advertising Agency Inc.; Compensation Committee of NFJ
Investment Group L.P.; Management Board of Allianz Global Investors Fund
Management LLC, Nicholas-Applegate Holdings LLC and OpCap Advisors LLC;
Member Board of Directors of NFJ Management Inc. and PIMCO Global Advisors
(Resources) Limited; and Executive Vice President of PIMCO Japan Ltd.
|
|
|
Further
information about Funds Trustees is available in the Funds Statements of
Additional Information, dated February 23, 2005 (for NFJ Dividend, Interest
& Premium Strategy Fund) and February 22, 2007 (for Nicholas-Applegate
Equity & Convertible Income Fund), which can be obtained, without charge,
by calling the Funds shareholder servicing agent at (800) 331-1710.
|
|
|
|
|
|
|
NFJ Dividend, Interest &
Premium Strategy Fund
|
|
|
| 1.31.09 |
|
Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
|
33
|
|
|
NFJ Dividend, Interest & Premium
Strategy Fund
|
|
Nicholas-Applegate Equity & Convertible
Income Fund
|
Fund
Officers
|
|
(unaudited)
|
|
|
|
|
|
Name, Date of
Birth, Position(s) Held with Funds.
|
|
Principal
Occupation(s) During Past 5 Years:
|
|
|
|
|
|
|
Brian S.
Shlissel
Date of Birth:
11/14/64
President &
Chief Executive Officer since: 2005NFJ and 2007NIE
|
|
Executive Vice President,
Director of Fund Administration, Allianz Global Investors Fund Management
LLC; President and Chief Executive Officer of 35 funds in the Fund Complex;
Treasurer, Principal Financial and Accounting Officer of 46 funds in the Fund
Complex and The Korea Fund, Inc.
|
|
|
|
Lawrence G.
Altadonna
Date of Birth:
3/10/66
Treasurer,
Principal Financial and Accounting Officer
since: 2005NFJ and 2007NIE
|
|
Senior Vice President, Allianz
Global Investors Fund Management LLC; Treasurer, Principal Financial and
Accounting Officer of 35 funds in the Fund Complex; Assistant Treasurer of 46
funds in the Fund Complex and The Korea Fund, Inc.
|
|
|
|
Thomas J.
Fuccillo
Date of Birth:
3/22/68
Vice President,
Secretary, & Chief Legal Officer
since: 2005NFJ
and 2007NIE
|
|
Senior Vice President, Senior
Council, Allianz Global Investors of America L.P.; Secretary of 81 Funds in
the Fund Complex; Secretary and Chief Legal Officer of the Korea Fund, Inc.;
Formerly, Vice President and Associate General Counsel, Neuberger Berman,
LLC.
|
|
|
|
Scott Whisten
Date of Birth:
3/13/71
Assistant
Treasurer since: 2007
|
|
Vice President, Allianz Global
Investors Fund Management LLC; Assistant Treasurer of 81 funds in the Fund
Complex. Formerly, Accounting Manager, Prudential Investments (2000-2005).
|
|
|
|
Richard J.
Cochran
Date of Birth:
1/23/61
Assistant
Treasurer since: 2008
|
|
Vice President, Allianz Global
Investors Fund Management LLC; Assistant Treasurer of 81 funds in the Fund
Complex. Formerly, Tax Manager, Teacher Insurance Annuity Association/College
Retirement Equity Fund (2002-2008).
|
|
|
|
Youse Guia
Date of Birth:
9/3/72
Chief
Compliance Officer since: 2005NFJ and 2007NIE
|
|
Senior Vice President, Group
Compliance Manager, Allianz Global Investors of America L.P.; Chief
Compliance Officer of 81 funds in the Fund Complex and The Korea Fund, Inc.;
Formerly, Vice President, Group Compliance Manager, Allianz Global Investors
of America L.P. (2002-2004). Audit Manager, PricewaterhouseCoopers LLP
(1996-2002).
|
|
|
|
William V.
Healey
Date of Birth:
7/28/53
Assistant
Secretary since: 2006NFJ and 2007NIE
|
|
Executive Vice President, Chief
Legal Officer U.S. Retail, Allianz Global Investors of America L.P.,
Executive Vice President, Chief Legal Officer and Secretary, Allianz Global
Investors Fund Management LLC, Allianz Global Investors Distributors LLC,
Allianz Global Investors Advertising Agency Inc. and Allianz Global Investors
Managed Accounts LLC. Assistant Secretary of 81 funds in the Fund Complex;
formerly, Vice President and Associate General Counsel, Prudential
Insurance Company of America; Executive Vice President and Chief Legal
Officer, The Prudential Investments (1998-2005).
|
|
|
|
Richard H. Kirk
Date of Birth:
4/06/61
Assistant
Secretary since: 2006NFJ and 2007NIE
|
|
Senior Vice President, Allianz
Global Investors of America L.P. (since 2004). Senior Vice President,
Associate General Counsel, Allianz Global Investors Distributors LLC.
Assistant Secretary of 81 funds in the Fund Complex; formerly, Vice President,
Counsel, The Prudential Insurance Company of America/American Skandia
(2002-2004).
|
|
|
|
Kathleen A.
Chapman
Date of Birth:
11/11/54
Assistant
Secretary since: 2006NFJ and 2007NIE
|
|
Assistant Secretary of 81 funds
in the Fund Complex; Manager IIG Advisory Law, Morgan Stanley (2004-2005);
The Prudential Insurance Company of America; and Assistant Corporate
Secretary of affiliated American Skandia companies (1996-2004).
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Lagan Srivastava
Date of Birth:
9/20/77
Assistant
Secretary since: 2006NFJ and 2007NIE
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Assistant Secretary of 81 funds
in the Fund Complex and The Korea Fund, Inc.; formerly, Research Assistant,
Dechert LLP (2004-2005); Research Assistant, Swidler Berlin Shereff Friedman
LLP (2002-2004).
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Officers hold office at the pleasure of the Board and until their
successors are appointed and qualified or until their earlier resignation or
removal.
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NFJ Dividend, Interest &
Premium Strategy Fund
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34
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Nicholas-Applegate Equity &
Convertible Income Fund Annual Report
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1.31.09
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(This Page Intentionally Left Blank)
(This Page Intentionally Left Blank)
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Trustees and
Fund Officers
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Hans W. Kertess
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Brian S. Shlissel
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Trustee, Chairman of the Board of Trustees
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President & Chief Executive Officer
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Paul Belica
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Lawrence G. Altadonna
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Trustee
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Treasurer, Principal Financial & Accounting
Officer
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Robert E. Connor
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Thomas J. Fuccillo
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Trustee
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Vice President, Secretary & Chief Legal
Officer
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John C. Maney
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Scott Whisten
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Trustee
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Assistant Treasurer
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William B. Ogden, IV
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Richard J. Cochran
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Trustee
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Assistant Treasurer
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R. Peter Sullivan III
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Youse E. Guia
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Trustee
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Chief Compliance Officer
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Diana L. Taylor
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William V. Healey
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Trustee
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Assistant Secretary
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Richard H. Kirk
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Assistant Secretary
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Kathleen A. Chapman
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Assistant Secretary
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Lagan Srivastava
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Assistant Secretary
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Investment Manager
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Allianz Global Investors Fund
Management LLC
1345 Avenue of the Americas
New York, NY 10105
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Sub-Advisers
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NFJ Investment Group L.P.
2100 Ross Avenue, Suite 1840
Dallas, TX 75201
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Nicholas-Applegate Capital
Management
600 West Broadway, 30th Floor
San Diego, CA 92101
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Oppenheimer Capital LLC
1345 Avenue of the Americas
New York, NY 10105
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Custodian & Accounting Agent
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Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
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Transfer Agent, Dividend Paying Agent and
Registrar
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PNC Global Investment Servicing
P.O. Box 43027
Providence, RI 02940-3027
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Independent Registered Public Accounting
Firm
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PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
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Legal Counsel
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Ropes & Gray LLP
One International Place
Boston, MA 02210-2624
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This report, including the financial information
herein, is transmitted to the shareholders of NFJ Dividend, Interest &
Premium Strategy Fund and Nicholas-Applegate Equity & Convertible Income
Fund for their information. It is not a prospectus, circular or representation
intended for use in the purchase of shares of the Funds or any securities
mentioned in this report.
Notice is hereby given in accordance with Section
23(c) of the Investment Company Act of 1940, as amended, that from time to time
the Funds may purchase shares of its common stock in the open market.
The Funds file their complete schedules of portfolio
holdings with the Securities and Exchange Commission (SEC) for the first and
third quarters of their fiscal year on Form N-Q. The Funds Form N-Qs are
available on the SECs website at www.sec.gov and may be reviewed and copied at
the SECs Public Reference Room in Washington D.C. Information on the operation
of the Public Reference Room may be obtained by calling (800) SEC-0330. The
information on Form N-Q is also available on the Funds website at
www.allianzinvestors.com/closedendfunds.
On June 12, 2008, the NFJ Dividend, Interest &
Premium Strategy Fund and the Nicholas-Applegate Equity & Convertible
Income Fund submitted a CEO annual certification to the New York Stock Exchange
(NYSE) on which the Funds principal executive officer certified that he was
not aware, as of the date, of any violation by the Funds of the NYSEs Corporate
Governance listing standards. In addition, as required by Section 302 of the
Sarbanes-Oxley Act of 2002 and related SEC rules, the Funds principal
executive and principal financial officer made quarterly certifications,
included in filings with the SEC on Forms N-CSR and N-Q relating to, among
other things, the Fundsdisclosure controls and procedures and internal control
over financial reporting, as applicable.
Information on the Funds is available at
www.allianzinvestors.com/closedendfunds or by calling the Funds shareholder
servicing agent at (800) 331-1710.
ITEM 2. CODE OF ETHICS
(a)
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As of the end of the period covered by this report, the registrant has adopted a code of ethics (the Section 406 Standards for Investment Companies Ethical Standards for Principal Executive
and Financial Officers) that applies to the registrants Principal Executive Officer and Principal Financial Officer; the registrants Principal Financial Officer also serves as the Principal Accounting Officer. The registrant
undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-331-1710. The code of ethics are included as an Exhibit 99.CODEETH hereto.
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(b)
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During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above.
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(c)
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During the period covered by this report, there were not any waivers or implicit waivers to a provision of the code of ethics adopted in 2(a) above.
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ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrants Board has determined that Mr. Paul Belica, a member of the Boards Audit Oversight Committee is an audit committee financial expert, and that he is independent, for
purposes of this Item.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
a)
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Audit fees. The aggregate fees billed for each of the last two fiscal years (the Reporting Periods) for professional services rendered by the Registrants principal accountant (the
Auditor) for the audit of the Registrants annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were
$62,000 in 2008 and $67,000 in 2009.
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b)
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Audit-Related Fees. There were no audit related fees billed for each of the last two fiscal years.
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c)
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Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance,
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tax service and tax planning (Tax Services) were $13,500 in 2008 and $14,175 in 2009. These services consisted of review or preparation of U.S. federal, state, local and excise tax
returns and calculation of excise tax distributions.
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d)
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All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant.
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e)
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1. Audit Committee Pre-Approval Policies and Procedures. The Registrants Audit Committee has established policies and procedures for pre-approval of all audit and permissible non-audit services by
the Auditor for the Registrant, as well as the Auditors engagements related directly to the operations and financial reporting of the Registrant. The Registrants policy is stated below.
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NFJ Dividend, Interest & Premium Strategy Fund (The Fund)
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AUDIT OVERSIGHT COMMITTEE POLICY FOR PRE-APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT ACCOUNTANTS
The Funds Audit Oversight Committee (Committee)
is charged with the oversight of the Funds financial reporting policies
and practices and their internal controls. As part of this responsibility, the
Committee must pre-approve any independent accounting firms engagement
to render audit and/or permissible non-audit services, as required by law. In
evaluating a proposed engagement by the independent accountants, the Committee
will assess the effect that the engagement might reasonably be expected to
have on the accountants independence. The Committees evaluation
will be based on:
a
review of the nature of the professional services expected to provided,
the
fees to be charged in connection with the services expected to be provided,
a
review of the safeguards put into place by the accounting firm to safeguard
independence, and
periodic
meetings with the accounting firm.
POLICY FOR AUDIT AND NON-AUDIT SERVICES TO BE PROVIDED TO THE FUNDS
On an annual basis, the Funds Committee will review and pre-approve the scope of the audits of the Fund and proposed audit fees and permitted non-audit (including audit-related) services that may be performed by the
Funds independent accountants. At least annually, the Committee will receive a report of all audit and non-audit services that were rendered in the previous calendar year pursuant to this Policy. In addition to the Committees
pre-approval of services pursuant to this Policy, the engagement of the independent accounting firm for any permitted non-audit service provided to the Fund will also require the separate written pre-approval of the
President of the Fund, who will confirm, independently, that the accounting firms engagement will not adversely affect the firms independence. All non-audit services performed by the independent accounting firm will be disclosed, as
required, in filings with the Securities and Exchange Commission.
AUDIT SERVICES
The categories of audit services and related fees to be reviewed and pre-approved annually by the Committee are:
Annual Fund financial statement audits
Seed audits (related to new product filings, as required)
SEC and regulatory filings and consents
Semiannual financial statement reviews
AUDIT-RELATED SERVICES
The following categories of audit-related services are considered to be consistent with the role of the
Funds independent accountants and services falling under one of these categories will be pre-approved by
the Committee on an annual basis if the Committee deems those services to be consistent with the accounting firms independence:
Accounting consultations
Fund merger support services
Agreed upon procedure reports (inclusive of quarterly review of Basic Maintenance testing associated
with issuance of Preferred Shares and semiannual
report review)
Other attestation reports
Comfort letters
Other internal control reports
Individual audit-related services that fall within one of these categories and are not presented to the Committee as part of the annual pre-approval process described above, may be pre-approved, if deemed consistent with
the accounting firms independence, by the Committee Chair (or any other Committee member who is a disinterested trustee under the Investment Company Act to whom this responsibility has been delegated) so long as the estimated fee for those
services does not exceed $250,000. Any such pre-approval shall be reported to the full Committee at its next regularly scheduled meeting.
TAX SERVICES
The following categories of tax services are considered to be consistent with the role of the Funds independent accountants and services falling under one of these categories will be pre-approved by the Committee on
an annual basis if the Committee deems those services to be consistent with the accounting firms independence:
Tax compliance services related to the filing or amendment of the following:
Federal, state and local income tax compliance; and, sales and use tax compliance
Timely RIC qualification reviews
Tax distribution analysis and planning
Tax authority examination services
Tax appeals support services
Accounting methods studies
Fund merger support service
Other tax consulting services and related projects
Individual tax services that fall within one of these
categories and are not presented to the Committee as part of the annual pre-approval process described above,
may be pre-approved, if deemed consistent with the accounting firms independence, by the Committee
Chairman (or any other Committee member who is a disinterested trustee under the Investment Company Act to whom this responsibility has been delegated)
so long as the estimated fee for those services does not exceed $250,000. Any such pre-approval shall be
reported to the full Committee at its next regularly scheduled meeting.
PROSCRIBED SERVICES
The Funds independent accountants will not render services in the following categories of non-audit services:
Bookkeeping or other services related to the accounting records or financial statements of the Fund
Financial information systems design and implementation
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
Actuarial services
Internal audit outsourcing services
Management functions or human resources
Broker or dealer, investment adviser or investment banking services
Legal services and expert services unrelated to the audit
Any other service that the Public Company Accounting
Oversight Board determines, by regulation, is impermissible
PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO OTHER ENTITIES WITHIN THE FUND COMPLEX
The Committee will pre-approve annually any permitted non-audit services to be provided to Allianz Global Investors Fund Management LLC (Formerly, PA Fund Management LLC) or any other investment manager to the Fund (but
not including any sub-adviser whose role is primarily portfolio management and is sub-contracted by the investment manager) (the Investment Manager) and any entity
controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Funds (including affiliated sub-advisers to the Fund), provided, in each case, that the engagement
relates directly to the operations and financial reporting of the Funds (such entities, including the Investment Manager, shall be referred to herein as the Accounting Affiliates). Individual projects that are not presented to the
Committee as part of the annual pre-approval process, may be pre-approved, if deemed consistent with the accounting firms independence, by the Committee Chairman (or any other Committee member who is a disinterested trustee under the
Investment Company Act to whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $250,000. Any such pre-approval shall be reported to the full Committee at its next regularly scheduled
meeting.
Although the Committee will not pre-approve all services provided to the Investment Manager and its affiliates, the Committee will receive an annual report from the Funds independent accounting firm showing the
aggregate fees for all services provided to the Investment Manager and its affiliates.
DE MINIMUS EXCEPTION TO REQUIREMENT OF PRE-APPROVAL OF NON-AUDIT SERVICES
With respect to the provision of permitted non-audit services to a Fund or Accounting Affiliates, the pre-approval requirement is waived if:
(1) The aggregate amount of all such permitted non-audit services provided constitutes no more than (i) with respect to such services provided to the Fund, five percent (5%) of the total amount of revenues paid by the Fund
to its independent accountant during the fiscal year in which the services are provided, and (ii) with respect to such services provided to Accounting Affiliates, five percent (5%) of the total amount of revenues paid to the Funds independent
accountant by the Fund and the Accounting Affiliates during the fiscal year in which the services are provided;
(2) Such services were not recognized by the Fund at the time of the engagement for such services to be non-audit services; and
(3) Such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by the Committee Chairman (or any other Committee member who is a disinterested
trustee under the Investment Company Act to whom this Committee Chairman or other delegate shall be reported to the full Committee at its next regularly scheduled meeting.
e) 2. No services were approved pursuant to the procedures contained in paragraph (C) (7) (i) (C) of Rule 2-01 of
Registration S-X.
g) Non-audit fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to the Adviser, for the 2008 Reporting Period was $670,567
and the 2009 Reporting Period was $398,015.
h) Auditor Independence. The Registrants Audit Oversight Committee has considered whether the provision of non-audit services that were rendered to the Adviser which were not pre-
approved is compatible with maintaining the Auditors independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANT
The Fund has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee of the Fund is comprised of Robert E. Connor, Paul Belica, Hans W. Kertess, R. Peter Sullivan III, William B. Ogden, IV and Diana L.
Taylor.
ITEM 6. SCHEDULE OF INVESTMENTS Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES
FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
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NFJ Dividend Interest & Premium Strategy Fund (the “TRUST”)
PROXY VOTING POLICY
1.
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It is the policy of the Trust that proxies should be voted in the interest of its shareholders, as determined by those who are in the best position to make this determination. The Trust believes that the firms
and/or persons purchasing and selling securities for the Trust and analyzing the performance of the Trust’s securities are in the best position and have the information necessary to vote proxies in the best interests of the Trust and its
shareholders, including in situations where conflicts of interest may arise between the interests of shareholders, on one hand, and the interests of the investment adviser, a sub-adviser and/or any other affiliated person of the Trust, on the other.
Accordingly, the Trust’s policy shall be to delegate proxy voting responsibility to those entities with portfolio management responsibility for the Trust.
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2.
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The Trust delegates the responsibility for voting proxies to Allianz Global Investors Fund Management LLC (“AGIFM”), which will in turn delegate such responsibility to the sub-adviser of the Trust.
AGIFM’s Proxy Voting Policy Summary is attached as
Appendix A
hereto. A summary of the detailed proxy voting policies of the Trust’s current sub-adviser is set forth in
Appendix B
attached hereto. Such summary may be revised from time to time to reflect changes to the sub-advisers’ detailed proxy voting policies.
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3.
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The party voting the proxies (i.e., the sub-adviser or portfolio manager) shall vote such proxies in accordance with such party’s proxy voting policies and, to the extent consistent with such policies, may
rely on information and/or recommendations supplied by others.
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4.
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AGIFM and the sub-adviser of the Trust with proxy voting authority shall deliver a copy of its respective proxy voting policies and any material amendments thereto to the applicable Board of the Trust promptly
after the adoption or amendment of any such policies.
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5.
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The party voting the proxy shall: (i) maintain such records and provide such voting information as is required for the Trust’s regulatory filings including, without limitation, Form N-PX and the required
disclosure of policy called for by Item 18 of Form N-2 and Item 7 of Form N-CSR; and (ii) shall provide such additional information as may be requested, from time to time, by the Board or the Trust’s Chief Compliance Officer.
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6.
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This Proxy Voting Policy Statement (including
Appendix B
), the Proxy Voting Policy Summary of AGIFM and summary of the detailed proxy voting policy of the
sub-
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adviser of the Trust with proxy voting authority,
shall be made available (i) without charge, upon request, by calling
1-800-426-0107 and (ii) on the Trust’s website at www.allianzinvestors.com.
In addition, to the extent required by applicable law or determined by
the Trust’s Chief Compliance Officer or Board of Trustees, the
Proxy Voting Policy Summary of AGIFM and summaries of the detailed proxy
voting policies of each sub-adviser with proxy voting authority shall
also be included in the Trust’s Registration Statements or Form
N-CSR filings.
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Appendix A
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC (“AGIFM”)
1.
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It is the policy of AGIFM that proxies should be voted in the interest of the shareholders of the applicable fund, as determined by those who are in the best position to make this determination. AGIFM believes that
the firms and/or persons purchasing and selling securities for the funds and analyzing the performance of the funds’ securities are in the best position and have the information necessary to vote proxies in the best interests of the funds and
their shareholders, including in situations where conflicts of interest may arise between the interests of shareholders, on one hand, and the interests of the investment adviser, a sub-adviser and/or any other affiliated person of the fund, on the
other. Accordingly, AGIFM’s policy shall be to delegate proxy voting responsibility to those entities with portfolio management responsibility for the funds.
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2.
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AGIFM, for each fund which it acts as an investment adviser, delegates the responsibility for voting proxies to the sub-adviser for the respective fund, subject to the terms hereof.
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3.
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The party voting the proxies (e.g., the sub-adviser) shall vote such proxies in accordance with such party’s proxy voting policies and, to the extent consistent with such policies, may rely on information
and/or recommendations supplied by others.
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4.
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AGIFM and each sub-adviser of a fund shall deliver a copy of its respective proxy voting policies and any material amendments thereto to the board of the relevant fund promptly after the adoption or amendment of
any such policies.
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5.
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The party voting the proxy shall: (i) maintain such records and provide such voting information as is required for such funds’ regulatory filings including, without limitation, Form N-PX and the required
disclosure of policy called for by Item 18 of Form N-2 and Item 7 of Form N-CSR; and (ii) shall provide such additional information as may be requested, from time to time, by such funds’ respective boards or chief compliance
officers.
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6.
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This Proxy Voting Policy Summary and summaries of the proxy voting policies for each sub-adviser of a fund advised by AGIFM shall be available (i) without charge, upon request, by calling 1-800-426-0107 and (ii) at
www.allianzinvestors.com. In addition, to the extent required by applicable law or determined by the relevant fund’s board of directors/trustees or chief compliance officer, this Proxy Voting Policy Summary and summaries of the detailed proxy
voting policies of each sub-adviser and each other entity with proxy voting authority for a fund advised by AGIFM shall also be included in the Registration Statement or Form N-CSR filings for the relevant fund.
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A-1
Appendix B
Nicholas-Applegate Capital Management LLC ("NACM")
Description of Proxy Voting Policy and Procedures
NACM votes proxies on behalf of its clients pursuant to its written Proxy Policy Guidelines and Procedures (the "Proxy Guidelines"), unless a client requests otherwise. The Proxy Guidelines are designed to honor NACM's fiduciary
duties to its clients and protect and enhance its clients' economic welfare and rights.
The Proxy Guidelines are established by a Proxy Committee consisting of executive, investment, sales, marketing, compliance and operations personnel. The Proxy Guidelines reflect NACM's normal voting positions on specific
corporate actions, including but not limited to those relating to social and corporate responsibility issues, stock option plans and other management compensation issues, changes to a portfolio company's capital structure and corporate governance.
For example, NACM generally votes for proposals to declassify boards and generally supports proposals that remove restrictions on shareholders' ability to call special meetings independently of management. Some issues will require a case-by-case
analysis.
The Proxy Guidelines largely follow the recommendations of Glass, Lewis & Co. LLC ("Glass Lewis"), an investment research and proxy advisory firm. The Proxy Guidelines may not apply to every situation and NACM may vote
differently than specified by the Proxy Guidelines and/or contrary to Glass Lewis' recommendation if NACM reasonably determines that to do so is in its clients' best interest. Any variance from the Proxy Guidelines is documented.
In the case of a potential conflict of interest, NACM's Proxy Committee will be responsible for reviewing the potential conflict and will have the final decision as to how the relevant proxy should be voted.
Under certain circumstances, NACM may in its reasonable discretion refrain from voting clients' proxies due to cost or other factors.
NFJ Investment Group ("NFJ")
Description of Proxy Voting Policy and Procedures
NFJ typically votes proxies as part of its discretionary authority to manage accounts, unless the client has explicitly reserved the authority for itself. When voting proxies, NFJ’s primary objective is to make voting
decisions solely in the best economic interests of its clients. NFJ will act in a manner that it deems prudent and diligent and which is
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intended to enhance the economic value of the underlying portfolio securities held in its clients’ accounts.
NFJ has adopted written Proxy Voting Policies and Procedures (the “Proxy Guidelines”) that are reasonably designed to ensure that it is voting in the best interest of its clients. The Proxy Guidelines reflect
NFJ’s general voting positions on specific corporate actions, including but not limited to those relating to social and corporate responsibility issues, stock option plans and other management compensation issues, changes to a portfolio
company's capital structure and corporate governance. For example, NFJ generally votes for proposals to declassify boards and generally opposes proposals to institute supermajority voting requirements relating to business combinations. In
addition, because Proxy Guidelines cannot anticipate all situations and the surrounding facts of each proxy issue, some proxy issues may require a case-by-case analysis (whether or not required by the Proxy Guidelines) and may result in a vote being
cast that will deviate from the Proxy Guidelines.
In accordance with the Proxy Guidelines, NFJ may review additional criteria associated with voting proxies and evaluate the expected benefit to its clients when making an overall determination on how or whether to vote the proxy.
NFJ may vote proxies individually for an account or aggregate and record votes across a group of accounts, strategy or product. In addition, NFJ may refrain from voting a proxy on behalf of its clients’ accounts in certain circumstances, for
example, due to de-minimis holdings, impact on the portfolio, items relating to foreign issuers (including ADRs), timing issues related to the opening/closing of accounts and contractual arrangements with clients and/or their authorized delegate.
For example, NFJ may refrain from voting a proxy of a foreign issuer due to logistical considerations that may have a detrimental effect on NFJ's ability to vote the proxy. These issues may include, but are not limited to: (i) proxy statements and
ballots being written in a foreign language, (ii) untimely notice of a shareholder meeting, (iii) requirements to vote proxies in person, (iv) restrictions on a foreigner’s ability to exercise votes, (v) restrictions on the sale of securities
for a period of time in proximity to the shareholder meeting, or (vi) requirements to provide local agents with power of attorney to facilitate the voting instructions. Such proxies are voted on a best-efforts basis.
To assist in the proxy voting process, NFJ may retain an independent third party service provider to assist in providing research, analysis and voting recommendations on corporate governance issues and corporate actions as well as
assist in the administrative process. The services provided offer a variety of proxy-related services to assist in NFJ’s handling of proxy voting responsibilities.
Conflicts of Interest.
NFJ may have conflicts of interest that can affect how it votes its clients’ proxies. For example, NFJ or an affiliate may manage a pension plan whose management is
sponsoring a proxy proposal. The Proxy Guidelines are designed to prevent material conflicts of interest from affecting the manner in which NFJ votes its
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clients’ proxies. In order to ensure that all material conflicts of interest are handled appropriately while carrying out its obligation to vote proxies, NFJ’s Proxy Committee has established procedures addressing how
NFJ identifies and resolves any material conflicts of interest with its clients.
Oppenheimer Capital LLC ("Oppenheimer Capital")
Description of Proxy Voting Policy and Procedures
OpCap typically votes proxies of the securities held in its client portfolios, unless the client has reserved voting authority for itself. To ensure that the proxies are voted in the best interests of its clients, OpCap has
adopted detailed proxy voting procedures and has guidelines for voting proxies on specific types of issues. When voting proxies, OpCap’s primary objective is to make voting decisions solely in the best economic interests of its clients. OpCap
will act in a manner which is intended to enhance the economic value of the underlying portfolio securities held in its clients’ accounts.
OpCap has adopted written Proxy Voting Policies and Procedures (the “Proxy Guidelines”) that are reasonably designed to ensure that the firm is voting in the best interest of its clients. The Proxy Guidelines reflect
its general voting positions on specific corporate actions, including but not limited to those relating to social and corporate responsibility issues, stock option plans and other management compensation issues, changes to a portfolio company's
capital structure and corporate governance. For example, OpCap generally votes for proposals to declassify boards and to require majority votes in director elections. Some issues require a case-by-case analysis, such as mergers and corporate
restructurings.
OpCap has retained an independent third party service provider (the “Proxy Provider”) to assist in the proxy voting process by implementing the votes in accordance with the Proxy Guidelines as well as assisting in the
administrative process. The Proxy Provider provides a variety of proxy-related services to assist in OpCap’s handling of proxy voting responsibilities.
OpCap’s Proxy Guidelines also provide for oversight of the proxy voting process by a Proxy Committee. The Proxy Committee meets at a minimum on a quarterly basis and when necessary to address potential conflicts of interest.
OpCap may have conflicts of interest that can affect how it votes its client’s proxies. For example, OpCap may manage a pension plan whose management is sponsoring a proxy proposal. In order to ensure that all material conflicts of interest
are addressed appropriately while carrying out its obligation to vote proxies, the Proxy Committee is responsible for developing a process to identify proxy voting issues that may raise conflicts of interest between OpCap and its clients and to
resolve such issues, which may include reviewing the vote to confirm that the voting decision was not affected by the conflict.
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The Proxy Committee’s duties also include monitoring the outsourcing of voting obligations to the Proxy Provider and OpCap’s proxy voting recordkeeping practices; developing a process for resolution of voting issues
that require a case-by-case analysis; and, to the extent the Proxy Guidelines do not cover potential proxy voting issues, determining a process for voting such issues. The Proxy Committee will review, at least annually, the services provided by the
Proxy Provider and all proxy voting processes and procedures and will update or revise them as necessary.
In accordance with the Proxy Guidelines, OpCap may review additional criteria associated with voting proxies and evaluate the expected benefit to its clients when making an overall determination on how or whether to vote a proxy.
Upon receipt of a client’s written request, OpCap may also vote proxies for that client’s account in a particular manner that may differ from the Proxy Guidelines. In addition, OpCap may refrain from voting a proxy on behalf of its
clients’ accounts in certain circumstances, for example, due to de-minimis holdings, immaterial impact on the portfolio, items relating to foreign issuers (such as those described below), timing issues related to the opening/closing of
accounts and contractual arrangements with clients and/or their authorized delegate. For example, OpCap may refrain from voting a proxy of a foreign issuer due to logistical considerations that may have a detrimental effect on its ability to vote
the proxy. These issues may include, but are not limited to: (i) proxy statements and ballots being written in a foreign language, (ii) untimely notice of a shareholder meeting, (iii) requirements to vote proxies in person, (iv) restrictions on a
foreigner’s ability to exercise votes, (v) restrictions on the sale of securities for a period of time in proximity to the shareholder meeting, or (vi) requirements to provide local agents with power of attorney to facilitate the voting
instructions, or (vii) shares subject to share blocking restrictions. Such proxies are voted on a best-efforts basis.
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ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
1)
Nicholas-Applegate Capital Management LLC (“Nicholas-Applegate” or
“NACM”)
As of April 9, 2009, the following individual has primary responsibility for the day-today implementation of the Convertible Component.
Douglas G. Forsyth, CFA
Managing Director
Doug Forsyth has
been a Portfolio Manager since inception (February 2005) and oversees Nicholas-Applegate's
Income and Growth Strategies portfolio management and research teams and is a
member of the firm’s Executive
Committee. Prior to joining Nicholas-Applegate in 1994, Doug was a securities
analyst at AEGON USA, where he was responsible for financial and strategic analysis
of high yield securities. Mr. Forsyth was previously a research assistant at
The University of Iowa, where he earned his B.B.A. in finance. He has seventeen
years of investment industry experience.
NFJ Investment Group LLC (“NFJ”)
As of April 9, 2009, the following individuals constitute the team that has primary responsibility for the day-to-day implementation of the Equity Component, with Mr. Fischer serving as head of the team:
BEN J. FISCHER, CFA - MANAGING DIRECTOR
Mr. Fischer is a founding partner of NFJ Investment Group and has been a portfolio manager of the Fund since inception (February 2005). He has over 43 years of experience in portfolio management, investment
analysis and research. Prior to founding NFJ in 1989, he was chief investment officer (institutional and fixed income), senior vice president and senior portfolio manager at NationsBank which he joined in 1971. Prior to joining NationsBank, Mr.
Fischer was a securities analyst at Chase Manhattan Bank and Clark, Dodge. He received his BA degree in Economics and a JD degree from Oklahoma University, and an MBA from New York University.
JEFFREY S. PARTENHEIMER, CFA, CPA - MANAGING DIRECTOR
Mr. Partenheimer has over 24 years of experience in financial analysis, portfolio management and large corporate finance and has been a portfolio manager of the Fund since inception (February 2005). Prior to
joining NFJ Investment Group in 1999, he spent 10 years in commercial banking, eight of those years managing investment portfolios and four years as a treasury director for DSC Communications in Plano, Texas. He began his career as a financial
analyst with First City Bank of Dallas in 1985. Mr. Partenheimer received his BBA (Accounting) degree in 1982 from the University of Texas and his MSBA (Finance) degree from Texas Tech University in 1985.
Oppenheimer Capital LLC (“Oppenheimer Capital”)
As of April 9, 2009 the following individuals are part of the derivatives group at Oppenheimer Capital and constitute the team that has primary responsibility for the day-to-day implementation of the Index Option Strategy, with
Mr. Bond-Nelson serving as head of the team:
Stephen Bond-Nelson
,
Senior Vice President
(Portfolio
Manager since February, 2005 (Inception)) Mr. Bond-Nelson is a senior member
of the Structured Products team and is portfolio manager of the Structured Alpha – Absolute Yield and Enhanced Index – US
Large Cap Core institutional strategies. Prior to joining the firm in 1999, he
spent five years at Prudential Mutual Funds as a research analyst/ associate.
Mr. Bond-Nelson holds an MBA from Rutgers University, a BS from Lehigh University
and NASD Series 7 and 63 licenses.
Valentin Ivanov
,
Vice President
(Portfolio
Manager since February, 2005 (Inception)) Mr. Ivanov is a quantitative analyst
for Oppenheimer Capital’s Structured Products team and brings 10 years
of industry experience to his position. Prior to joining Oppenheimer Capital
in 2005, he served as a portfolio administrator and trader with Allianz Global
Investors Managed Accounts and Nicholas-Applegate Capital Management. Mr. Ivanov
holds a BA from the University of San Diego.
Michael Purcell
,
Assistant Vice President
(Portfolio
Manager since July 2006) Mr. Purcell is a research analyst for Oppenheimer Capital’s Structured Products team and brings 4 years of industry experience to his position. Prior to joining the firm he served as an
associate portfolio specialist and marketing analyst with Allianz Global Investors. Mr. Purcell earned a BS in Finance and Accounting from Fairfield University’s
Dolan School of Business, and holds NASD Series 7 and 66 licenses.
(a) 2)
NACM
The following summarizes information regarding each of the accounts, excluding the Fund, that were managed by the Portfolio Managers as of January 31, 2009 including accounts managed by a team, committee, or other
group that includes the Portfolio Managers.
|
Other
RICs
|
Other
Accounts
|
Other
Pooled
|
PM
|
#
|
AUM($million)
|
#
|
AUM($million)
|
#
|
AUM($million)
|
|
|
|
|
|
|
|
Douglas
G.
Forsyth,
CFA
|
7
|
2,032.4
|
10
|
944.6
|
6
|
646.3*
|
*
Of these other pooled investment vehicles, two accounts totaling $332.9 million in assets pay an advisory fee that is based in part on the performance of the
account.
NFJ
The following summarizes information regarding each of the accounts, excluding the Fund, that were managed by the Portfolio Managers as of January 31, 2009 including accounts managed by a team, committee, or other
group that includes the Portfolio Managers.
Portfolio Manager
|
|
Account Type
|
|
Number
|
|
|
Assets Under
|
|
|
|
|
|
of
|
|
|
Management
|
|
|
|
|
|
accounts
|
|
|
01/31/09
|
|
|
Ben Fischer
|
|
Other investment companies
|
|
5
|
|
$
|
107,265,508
|
|
|
|
Other accounts
|
|
60
|
|
$
|
10,943,983,405
|
|
|
|
Registered Investment
|
|
21
|
|
$
|
15,360,477,160
|
.
|
|
Jeff Partenheimer
|
|
Other investment companies
|
|
2
|
|
$
|
11,038,144
|
.
|
|
|
Other accounts
|
|
44
|
|
$
|
8,701,201,103
|
.
|
|
|
Registered Investment
|
|
13
|
|
$
|
8,422,884,866
|
.
|
Oppenheimer Capital
The following summarizes information regarding each of the accounts, excluding the Fund, that were managed by the Portfolio Managers as of January 31, 2009 including accounts managed by a team, committee, or other
group that includes the Portfolio Managers.
Stephen Bond-Nelson:
Other Investment Companies (3) $ 255,622,066
Other Pooled Investment Vehicles (5) $ 289,114,132
Other Accounts (1) - $171,514,956
(5 Other Pooled Investment Vehicles and 1 Account are performance-fee based)
Valentin Ivanov:
Other Investment Companies (3) $ 255,622,066
Other Pooled Investment Vehicles (5) $ 289,114,132
Other Accounts (1) - $171,514,956
(5 Other Pooled Investment Vehicles and 1 Account are performance-fee based)
Michael Purcell:
Other Investment Companies (3) $ 255,622,066
Other Pooled Investment Vehicles (5) $ 289,114,132
Other
Accounts (1) - $171,514,956
(5 Other Pooled Investment Vehicles and 1 Account are performance-fee based)
NACM
Like other investment professionals with multiple clients, a Portfolio Manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same
time. The paragraphs below describe some conflicts faced by investment professionals at most major financial firms.
NACM has adopted compliance policies and procedures that address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay
advisory fees based on account performance may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:
-
The most attractive investments could be allocated to higher-fee accounts or
performance fee accounts.
-
The trading of higher-fee accounts could be favored as to timing and/or execution
price. For example, higher-fee accounts could be permitted to sell
securities
earlier than other accounts when a prompt sale is desirable or to buy securities at
an earlier and more opportune time.
-
The investment management team could focus their time and efforts primarily on
higher-fee accounts due to a personal stake in compensation.
When NACM considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, NACM’s trading desk may, to the extent permitted by applicable laws and regulations,
aggregate the securities to be sold or purchased. Aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating the securities purchased or sold—for example, by
allocating a disproportionate amount of a security that is likely to increase in value to a favored account. NACM
considers many factors when allocating securities among accounts, including the
account’s investment style, applicable investment restrictions, availability of securities, available cash and other current holdings. NACM attempts to allocate investment opportunities among accounts in a fair and equitable manner. However,
accounts are not assured of participating equally or at all in particular investment allocations due to such factors as noted above.
“Cross trades,” in which one Investment Adviser account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of
interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. NACM has adopted compliance procedures that provide that all cross trades are to be made at an
independent current market price, as required by law.
Another potential conflict of interest may arise from the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or
different investment objectives, policies or restrictions than a Fund. Depending on another account’s objectives or other factors, a Portfolio Manager may give advice and make decisions that may differ from advice given, or the timing or
nature of decisions made, with respect to a Fund. In addition, investment decisions are subject to suitability for the particular account involved. Thus, a particular security may not be bought or sold for certain accounts even though it was bought
or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a Portfolio Manager when one or more other accounts are selling the security (including short sales). There may be
circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts.
NACM
maintains
trading policies designed to provide portfolio managers an opportunity to minimize the effect that short sales in one portfolio may have on holdings in other portfolios.
A Portfolio Manager who is responsible for managing multiple accounts may devote unequal time and attention to the management of those accounts. As a result, the Portfolio Manager may not be able to formulate as
complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential
conflict may be more pronounced where funds and/or accounts overseen by a particular Portfolio Manager have different investment strategies.
A Fund’s Portfolio Manager(s) may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Fund. In addition to executing trades, some
brokers and dealers provide NACM with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be
available. These services may be more beneficial to certain funds or accounts than to others. In order to be assured of continuing to receive services considered of value to its clients, NACM has adopted a brokerage allocation policy embodying the
concepts of Section 28(e) of the Securities Exchange Act of 1934. NACM allocates the payment of brokerage commissions is subject to the requirement that the Portfolio Manager determine in good faith that the commissions are reasonable in relation to
the value of the brokerage and research services provided to the Fund.
A Fund’s Portfolio Manager(s) may also face other potential conflicts of interest in managing a Fund, and the description above is not a complete description of every conflict that could be deemed to exist in
managing both the Funds and other accounts. In addition, a Fund’s Portfolio Manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The NACM’s investment
personnel, including each Fund’s Portfolio Manager, are subject
to restrictions on engaging in personal securities transactions pursuant to the NACM’s Codes of Ethics, which contain provisions and requirements designed to identify and address conflicts of interest between
personal investment activities and the interests of the Funds.
NFJ
Potential Conflict of Interest
Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and
other accounts at the same time. The paragraphs below describe some of these potential conflicts, which NFJ believes are faced by investment professionals at most major financial firms. NFJ, the Adviser and the Trustees have adopted compliance
policies and procedures that attempt to address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance
(“performance fee accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:
-
The most attractive investments could be allocated to higher-fee accounts or
performance fee accounts.
-
The trading of higher-fee accounts could be favored as to timing and/or execution
price. For example, higher fee accounts could be permitted to sell
securities
earlier than other accounts when a prompt sale is desirable or to buy securities at
an earlier and more opportune time.
-
The investment management team could focus their time and efforts primarily on
higher-fee accounts due to a personal stake in compensation.
A potential conflict of interest may arise when a Fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of
a security to be in the best interest of a Fund as well as other accounts, the NFJ’s trading desk may, to the extent by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. Aggregation o trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating securities purchased or sold – for example, by allocating a
disproportionate amount of a security that is likely to increase in value to a favored account.
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a
shorter-term investment horizon or different investment objective, policies or restrictions than a Fund. Depending on another account’s objectives or other factors, a portfolio manager may give advice and make decisions that may differ from
advice given, or the timing or nature of decision made, with respect to a Fund. In addition, investment decisions are the product of many factors in addition to basic suitability for
the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be
bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security. There may be circumstances when purchased or sales of portfolio securities for one or more accounts may have an adverse effect
on other accounts.
Portfolio managers are responsible for managing multiple funds and/or accounts with unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may
not be able to formulate as complete a strategy or identify equally attractive investment opportunities for ach of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The
effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
A Fund’s portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Funds. In addition to executing
trades, some brokers and dealers provide portfolio managers with brokerage an research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might
have otherwise been available. These services may be more beneficial to certain funs or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith and the
commissions are reasonable in relation to the value of the brokerage and research services provided to the Fund and NFJ’s other clients, a portfolio manager’s decision as to the selection of brokers and dealers could yield
disproportionate costs and benefits among the funds and/or accounts that he or she managers.
A Fund’s portfolio managers may also face other potential conflicts of interest in managing a Fund, and the description above is not complete description of every conflict that could be deemed
to exist in managing both the Funds and other accounts. In addition, a Fund’s portfolio manger may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these
accounts may also involve certain of the potential conflicts described above. Front-running could also exist if a portfolio manager transacted in his own account prior to placing an order for a Fund or other clients. NFJ’s investment
personnel, including each Fund’s portfolio manager, are subject to restrictions on engaging in personal securities transactions, pursuant to a Coe of Ethics adopted by NFJ, which contain provisions and requirements designed to identify and
address certain conflicts of interest between personal investments activities and the interest of the Funds.
As part of NFJ’s Compliance Program, NFJ has established a Compliance Committee, a Best Execution Committee, a Proxy Voting Committee and a Pricing
Committee to help develop policies and procedures that help NFJ avoid, mitigate, monitor and oversee areas that could present potential conflicts of interest.
Oppenheimer Capital
The potential for conflicts
of interests exists when portfolio managers are responsible for managing other
accounts that have similar investment objectives and strategies as the Funds.
Potential conflicts include, for example conflicts between investment strategies
and conflicts in the allocation of investment opportunities. Typically,
client portfolios having similar strategies are managed by portfolio managers
in the same group using similar objectives, approach and philosophy. Therefore,
portfolio holdings, relative position size and industry and sector exposures
tend to be similar across portfolios with similar
strategies, which minimizes the potential for conflicts of interest.
Oppenheimer Capital may receive more compensation with respect to certain accounts managed in a similar style than that received with respect to the Fund or may receive compensation
based in part on the performance of certain similarly managed accounts. This may create a potential conflict of interest for Oppenheimer Capital or its portfolio managers by providing an incentive to favor these types of accounts when for example,
placing securities transactions. Similarly, it could be viewed as having a conflict of interest to the extent that Oppenheimer Capital or an affiliate has a proprietary investment in an account managed in a similar strategy, or the portfolio manager
has personal investments in similarly managed strategies. Potential conflicts of interest many arise with both the aggregation and allocation of investment opportunities because of market factors or investment restrictions imposed upon Oppenheimer
Capital by law, regulation, contract or internal policies. The allocation of aggregated trades, in particular those that were partially completed due to limited availability, could also raise a conflict of interest, as Oppenheimer Capital could have
an incentive to allocate securities that are expected to increase in value to favored accounts, for example, initial public offerings of limited availability. Another potential conflict of interest may arise when transactions for one account occurs
after transactions in a different account in the same or different strategy thereby increasing the value of the securities when a purchase follows a purchase of size in another account or similarly decreasing the value if it is a sale. Oppenheimer
Capital also manages accounts that may engage in short sales of securities of the type in which the Fund invests, Oppenheimer Capital could be seen as harming the performance of the Fund for the benefit of the accounts engaging in the short sales if
the short sales cause the market value of the securities to fall.
Oppenheimer Capital or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments due
to liquidity or other concerns or regulatory restrictions. Such policies may preclude a Fund from purchasing a particular security or financial instrument, even if such security or financial instrument would otherwise meet the Fund’s
objectives.
Oppenheimer Capital and its affiliates
’ objective are to meet their fiduciary obligation with respect to all clients. Oppenheimer Capital and its
affiliates have policies and procedures that are reasonably designed to seek to manage conflicts. Oppenheimer Capital and its affiliates monitor a variety of areas, including compliance with fund guidelines, trade allocations, and compliance with
the respective Code of Ethics. Allocation policies and procedures are designed to achieve a fair and equitable allocation of investment opportunities among its client over time.
Orders for the same equity security traded through a single trading desk or system are typically aggregated on a continual basis throughout each trading day consistent with Oppenheimer
Capital’s best execution obligation for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be
allocated on a pro-rata average price basis, subject to certain limited exceptions.
3)
NACM
As of January 31, 2009
the following explains the compensation structure of each individual (as listed in the Prospectus) that shares primary responsibility for day-today
portfolio management of the Fund (for the purposes of this section, “Portfolio Managers”):
Nicholas-Applegate believes that competitive compensation is essential to retaining top industry talent. With that in mind, the firm continually reevaluates its compensation policies against industry benchmarks.
Its goal is to offer portfolio managers and analysts compensation and benefits in the top quartile for comparable experience, as measured by industry benchmarks surveyed by McLagan and ECS (Watson Wyatt Data Services).
Nicholas-Applegate’s compensation policy features both short-term and long-term components. The firm offers competitive base salaries and bonuses, profit-sharing and generous retirement plans. Investment
professionals’ annual compensation is directly affected by the performance of their portfolios, their performance as individuals and the success of the firm. Typically, an investment professional’s compensation is comprised of a base
salary and a bonus.
Investment professionals are awarded bonuses based primarily on product performance. A 360-degree qualitative review is also considered. As part of the 360-degree review, analysts and portfolio managers are
reviewed by the portfolio manager who is responsible for the team’s final investment decisions and other portfolio managers to whose portfolios they contribute. Portfolio managers responsible for final investment decisions are reviewed by the
Chief Investment Officer, who evaluates performance both quantitatively versus benchmarks and peer universes, as well as qualitatively.
Compensation and Account Performance
Compensation pools for investment teams are directly related to the size of the business and the performance of the products. Approximately half of the pool is based on one, three and five year performance relative to benchmarks
and peers. The team pools are then subjectively allocated to team members based on individual contributions to client accounts. We believe our compensation system clearly aligns the interests of clients with our people and keeps our compensation
competitive with industry norms.
Long-Term Incentive Plan
A Long-Term Incentive Plan provides rewards to certain key staff and executives of Nicholas-Applegate and the other Allianz Global Investors companies to promote long-term growth and profitability. The Plan provides awards that
are based on Nicholas-Applegate’s operating earnings growth. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long-term commitment to the company’s success.
Equity Ownership
In September 2006, Allianz SE approved an equity ownership plan for key employees of Nicholas-Applegate. The plan was implemented as of January 31, 2007. Nicholas-Applegate believes this plan is important in retaining and
recruiting key investment professionals, as well as providing ongoing incentives for Nicholas-Applegate employees.
NFJ
The following information is provided as of January 31, 2009.
NFJ believes that its compensation programs are competitively positioned to attract and retain high-caliber investment professionals. As described below, compensation includes a base salary and a variable bonus opportunity or
profit sharing participation and may also include participation in other incentive compensation programs. In addition, a full employee benefit package is offered.
-
Base Salary. Each Portfolio Manager/analyst is paid a base salary. In setting the base salary, NFJ’s intention is to be competitive in light of the particular Portfolio Manager/analyst’s experience and responsibilities.
Management of the firm evaluates competitive market compensation by reviewing compensation survey results of the investment industry conducted by an independent third
party.
-
Annual Bonus or Profit Sharing. Portfolio Managers who are Managing Directors of NFJ participate in NFJ’s Non-Qualified Profit Sharing Plan.
Other Portfolio Managers/analysts are eligible to receive an annual bonus which is tied to such Portfolio Manager/analyst’s successful job performance.
-
Other Incentive Programs. Portfolio Managers/analysts may be eligible to participate in a non-qualified deferred compensation plan, which allows participating
employees the tax benefits of deferring the receipt of a portion of their cash compensation. Portfolio Managers/analysts may also, from time to time, be granted specific deferred incentive awards.
Portfolio Managers/analysts who are not Managing Directors are also eligible to participate in the firm’s Long Term Cash Bonus Plan. Each of the Managing Directors
have also been awarded Allianz SE Restricted Stock Units which reflect changes in the value of Allianz SE stock. Grants of deferred incentive, Long Term Cash Bonus awards and Allianz SE
Restricted Stock Units all vest over a period of time which NFJ believes helps align employee and firm interests.
Oppenheimer Capital
The following information is provided as of January 31, 2009. Oppenheimer Capital believes that its compensation program is competitively positioned to attract and retain high caliber investment professionals. As more fully
described below, each portfolio manager receives a fixed base salary, a variable bonus opportunity, and a benefits package. Key investment professionals are also eligible to participate in the Firms long-term incentive program. Total cash
compensation, as described below, is set for each portfolio manager relative to his or her performance and the market. Portfolio manager compensation is reviewed and modified each year as appropriate to reflect changes in the market, as well as to
adjust drivers of compensation to promote good sustained fund performance. Oppenheimer Capital attempts to keep its compensation levels at or above the median for similar positions in its local area.
Each portfolio manager’s compensation may consist of the following elements:
Base salary.
Each portfolio manager is paid a fixed base salary that is set at a level determined by Oppenheimer Capital. In setting the base salary, the firm’s intentions are to be
competitive in light of the portfolio manager’s experience and responsibilities. Firm management evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry
compensation.
Annual bonus and Long Term Incentive Plan.
Each portfolio manager is eligible for an annual bonus in addition to a base salary. The bonus typically forms the majority of the individual’s cash
compensation and is based in part on pre-tax performance against the Fund’s relevant benchmark or peer group ranking of the portfolio over a one or three year period, with some consideration for longer time periods. In addition to any bonus,
the Firm utilizes two long-term incentive plans. The first plan is an Allianz Global Investors Plan for key employees. The plan provides awards that are based on the Compound Annual Growth Rate (CAGR) of Oppenheimer Capital over a period between one
year or over a three year period as well as the collective earnings growth of all the asset management companies of Allianz Global Investors. The second plan is a deferred
retention award for key investment professionals. The deferred retention award typically vests over a three year period and is invested in the fund(s) that the individual manages.
Participation in group retirement plans.
Portfolio managers are eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of
deferring the receipt of a portion of their cash compensation until such time as designated under the plan.
4) The following information is provided as of January 31, 2009.
NACM
None.
NFJ
NFJ
Dividend Interest and Premium Strategy
|
|
PM Ownership
|
Ben
Fischer
|
$10,001 - $50,000
|
Jeff
Partenheimer
|
None
|
Oppenheimer Capital
None.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED COMPANIES-
NONE
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the Funds Board of Trustees since the Fund last provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES
(a)
|
The registrants President and Chief Executive Officer and Treasurer, Principal Financial Accounting Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-2(c)
under the Act (17 CFR 270.30a -3(c))), as amended are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.
|
|
|
(b)
|
There were no significant changes over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3 (d))) that that occurred during the second fiscal quarter of the period covered by
this report that materially affected , or is reasonably likely to affect, the registrants control over financial reporting.
|
|
ITEM 12. EXHIBITS
(a) (1) Exhibit 99.CODE ETH - Code of Ethics
(a) (2) Exhibit 99 Cert. - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(b) Exhibit 99.906 Cert. - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant)
NFJ Dividend, Interest & Premium Strategy Fund
By
/s/ Brian S. Shlissel
President and Chief Executive Officer
Date
April 9, 2009
By
/s/ Lawrence G. Altadonna
Treasurer, Principal Financial & Accounting Officer
Date
April
9, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By
/s/ Brian S. Shlissel
President and Chief Executive Officer
Date
April
9, 2009
By
/s/ Lawrence G. Altadonna
Treasurer, Principal Financial & Accounting Officer
Date
April
9, 2009
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