UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number |
811-10555 |
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PIMCO Corporate Income Fund |
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(Exact name of registrant as specified in charter) |
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1345 Avenue of the Americas, New York, New York |
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10105 |
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(Address of principal executive offices) |
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(Zip code) |
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Lawrence G. Altadonna - 1345 Avenue of the Americas, New York, New York 10105 |
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(Name and address of agent for service) |
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Registrants telephone number, including area code: |
212-739-3371 |
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Date of fiscal year end: |
October 31, 2008 |
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Date of reporting period: |
October 31, 2008 |
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Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORT TO SHAREHOLDERS
Contents |
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Letter to Shareholders |
1 |
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Fund Insights/Performance & Statistics |
2 |
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Schedule of Investments |
3-12 |
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Statement of Assets and Liabilities |
13 |
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Statement of Operations |
14 |
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Statement of Changes in Net Assets |
15 |
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Notes to Financial Statements |
16-28 |
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Financial Highlights |
29 |
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Report of Independent Registered Public Accounting Firm |
30 |
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Annual Shareholder Meeting Results/Appointment of New Trustee |
31 |
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Matters Relating to the Trustees Consideration of the Investment Management & Portfolio Management Agreements |
32-34 |
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Privacy Policy/Proxy Voting Policies & Procedures |
35 |
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Dividend Reinvestment Plan |
36 |
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Board of Trustees |
37-38 |
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Fund Officers |
39 |
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PIMCO Corporate Income Fund Letter to Shareholders
December 15, 2008
Dear Shareholder:
We are pleased to provide you with the annual report for the PIMCO Corporate Income Fund (the Fund) for the fiscal year ended October 31, 2008
The U.S. bond market delivered flat returns in a period that turned increasingly negative in its second half. Economic growth moderated and investors backed away from investment and credit risk. In the rush to perceived safety, investors favored U.S. Treasury securities over corporate bonds, which fell significantly in price. This added to the spreads in yields between Treasuries and other debt securities, pushing spreads to record-high levels for some bond classes. The Federal Reserve (the Fed) cut the Federal Funds rate seven times in the period in response to economic slowing and a destabilizing lack of liquidity caused by a general deleveraging of the financial system. The moves lowered the key target rate on loans between member banks from 4.50% to 1.00%.
In the coming weeks or months, we would expect the deleveraging of the private sector to meet its counterpart in the leveraging of the federal government as it seeks to inject more than a trillion dollars of liquidity into the nations financial system. This initiative holds potential to restore stability and some relative safety to debt securities outside of the shortest-term government issues.
Due to the effects of the severe market conditions, the Fund is required to postpone the declaration of the next dividend on common shares, which would have been paid on December 31, 2008. Under federal law, a Fund is not permitted to pay or declare common share dividends unless its auction rate preferred shares (ARPS) have minimum asset coverage of 200% after payment or declaration of the common share dividend. The Funds asset coverage ratio is currently above the 200% level however, it would fall below the 200% level if the December dividends were declared.
A decision to redeem a portion of the Funds ARPS was made at the recommendation of the Funds manager and approved by the Board of Trustees. This redemption is intended to increase and maintain asset coverage of the Funds ARPS above the 200% level, permitting the Fund to pay previously declared common share dividends and to declare and pay future common share dividends. Depending on market conditions, coverage ratios may increase or decrease further. An announcement regarding actual dividend payment and declaration dates will be made at a future date.
If you have any questions regarding the information provided, we encourage you to contact your financial advisor or call the Funds shareholder servicing agent at (800) 331-1710. In addition, a wide range of information and resources is available on our Web site, www.allianzinvestors.com/closedendfunds.
Together with Allianz Global Investors Fund Management LLC, the Funds investment manager, and PIMCO, the Funds investment adviser, we thank you for investing with us.
We remain dedicated to serving your investment needs.
Sincerely,
Hans W. Kertess |
Brian S. Shlissel |
Chairman |
President & Chief Executive Officer |
10.31.08 | PIMCO Corporate Income Fund Annual Report 1
PIMCO Corporate Income Fund Fund Insights/Performance & Statistics
October 31, 2008 (unaudited)
· For the 12-month period ended October 31, 2008, the PIMCO Corporate Income Fund had a net asset value (NAV) return of (31.72)% and a market price return of (22.55)%.
· The investment-grade credit and high-yield markets, as measured by the Barclays Capital U.S. Credit and U.S. High Yield Bond Indices, posted total returns of (11.36)% and (25.81)%, respectively, for the 12-month period ended October 31, 2008.
· Given a fixed number of preferred shares, leverage in the Fund increased as asset values decreased in line with the broader credit markets. As leverage increased, the impact of falling asset prices was magnified in the performance of the Funds NAV.
· The Funds average exposure of 21.85% to the banking sector benefited the Fund, despite asset write-downs, as these bonds outperformed the market.
· An average 5.95% portfolio weighting in brokerage securities reduced Fund returns during the fiscal period as bankruptcy, increased credit risk, decreased revenue opportunities, and an almost complete freezing of the funding market weighed heavily on the sectors performance.
· The Funds average positioning of 12.80% to the communications sector hindered Fund returns as these issues trailed the market during the fiscal 12-month period.
· An average 8.98% exposure to electric issues enhanced performance as the sector outperformed the market during the 12-month period.
· The Funds average 4.74% position in the poor performing energy sector took away from performance along side a dramatic fall in oil and natural gas prices.
· Although relatively small at 1.73%, the Funds average allocation to the capital goods sector benefited performance as these bonds outpaced the market.
· An average 4.61% allocation to Treasuries was beneficial to the Fund as U.S. Government securities were among the few issues to post positive returns during the trailing 12-month period ended October 31, 2008.
Total Return(1): |
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Market Price |
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Net Asset Value (NAV) |
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1 year |
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(22.55 |
)% |
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(31.72 |
)% |
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3 year |
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(3.85 |
)% |
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(8.13 |
)% |
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5 year |
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1.33 |
% |
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(1.75 |
)% |
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Commencement of Operations (12/21/01) to 10/31/08 |
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3.98 |
% |
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2.36 |
% |
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Common Share Market Price/NAV Performance: |
Market Price/NAV: |
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Commencement of Operations (12/21/01) to 10/31/08 |
Market Price |
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$10.00 |
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NAV |
NAV |
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$8.47 |
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Market Price |
Premium to NAV |
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18.06% |
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Market Price Yield(2) |
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12.75% |
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(1) Past performance is no guarantee of future results. Returns are calculated by determining the percentage change in net asset value or market share price (as applicable) in the period covered. The calculation assumes that all of the Funds income dividends and capital gain distributions have been reinvested. Total return does not reflect broker commissions or sales charges. Total return for a period of less than one year is not annualized. Total return for a period of more than one year represents the average annual total return.
The Funds performance at market price will differ from its results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Funds shares, or changes in Fund distributions.
An investment in the Fund involves risk, including the loss of principal. Total return, market price, market yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a onetime public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is equal to total assets attributable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.
(2) Market Price Yield is determined by dividing the annualized current monthly per share dividend (comprised from net investment income) payable to common shareholders by the market price per common share at October 31, 2008.
2 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008
Principal |
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Credit Rating |
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Value |
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CORPORATE BONDS & NOTES 65.4% |
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Airlines 4.0% |
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American Airlines, Inc., |
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$1,136 |
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6.978%, 4/1/11 |
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Ba1/BBB+ |
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$1,056,744 |
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1,000 |
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7.858%, 4/1/13 |
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Ba1/BBB |
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795,000 |
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Continental Airlines, Inc., |
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10,000 |
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6.503%, 6/15/11 |
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Baa2/BBB+ |
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8,000,000 |
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745 |
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6.545%, 8/2/20 |
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Baa2/A- |
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633,268 |
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3,035 |
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7.056%, 9/15/09 |
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Baa2/A- |
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2,792,200 |
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2,225 |
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9.798%, 4/1/21 |
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Ba1/BB- |
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1,501,896 |
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296 |
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Delta Air Lines, Inc., 6.619%, 9/18/12 |
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NR/BBB |
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254,178 |
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9,473 |
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Northwest Airlines, Inc., 7.15%, 4/1/21 (MBIA) |
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A2/AA |
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7,730,271 |
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United Air Lines, Inc., |
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1,021 |
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6.201%, 12/31/49 |
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Ba2/BBB |
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980,411 |
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1,538 |
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7.336%, 7/2/19 (a) (d) |
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B1/B+ |
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899,729 |
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378 |
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10.36%, 11/13/12 (b) (e) |
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NR/NR |
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2,549 |
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24,646,246 |
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Automotive 0.1% |
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1,500 |
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Ford Motor Co., 9.98%, 2/15/47 |
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Caa1/CCC |
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517,500 |
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Banking 16.7% |
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6,000 |
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American Express Bank FSB, 5.50%, 4/16/13 |
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A1/A+ |
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4,930,182 |
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3,100 |
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ANZ National International Ltd., 6.20%, 7/19/13 (a) (d) |
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Aa2/AA |
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2,801,734 |
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Bank of America Corp., FRN (f), |
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20,000 |
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8.00%, 1/30/18 |
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A1/A |
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15,011,260 |
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1,400 |
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8.125%, 5/15/18 |
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A1/A |
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1,086,652 |
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Barclays Bank PLC FRN (a) (d) (f), |
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4,600 |
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7.434%, 12/15/17 |
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Aa3/A+ |
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2,911,078 |
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9,700 |
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7.70%, 4/25/18 |
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Aa2/A+ |
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6,748,290 |
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6,900 |
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BNP Paribas, 5.186%, 6/29/15, FRN (a) (d) (f) |
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Aa3/AA- |
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4,502,140 |
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5,000 |
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Colonial Bank, 9.375%, 6/1/11 (a) (b) |
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Baa2/BBB |
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4,673,590 |
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2,700 |
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Commonwealth Bank of Australia, 6.024%, 3/15/16, FRN (a) (d) (f) |
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Aa3/A+ |
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1,639,275 |
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2,800 |
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Credit Agricole S.A., 6.637%, 5/31/17, FRN (a) (d) (f) |
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Aa3/A |
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1,344,426 |
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7,500 |
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Credit Suisse First Boston, 5.00%, 5/15/13 |
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Aa1/AA- |
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6,773,197 |
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6,450 |
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HBOS Capital Funding L.P., 6.071%, 6/30/14, FRN (a) (d) (f) |
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A1/BBB+ |
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2,838,968 |
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2,000 |
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HBOS PLC, 6.75%, 5/21/18 (a) (d) |
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Aa3/A |
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1,503,174 |
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HSBC Capital Funding L.P., FRN, |
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3,900 |
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4.61%, 6/27/13 (a) (d) (f) |
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A1/A |
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2,681,383 |
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1,000 |
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10.176%, 6/30/30 (f) |
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A1/A |
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801,548 |
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HSBC Holdings PLC, |
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6,450 |
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6.50%, 5/2/36 |
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Aa3/A+ |
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5,105,936 |
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2,100 |
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6.50%, 9/15/37 |
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Aa3/A+ |
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1,656,782 |
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2,300 |
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Rabobank Capital Funding II, 5.26%, 12/31/13, FRN (a) (d) (f) |
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Aa2/AA |
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1,382,875 |
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4,600 |
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Rabobank Capital Funding Trust, 5.254%, 10/21/16, FRN (a) (d) (f) |
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Aa2/AA |
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2,991,840 |
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8,500 |
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RBS Capital Trust III, 5.512%, 9/30/14, FRN (f) |
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A1/BBB+ |
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3,911,530 |
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1,000 |
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Royal Bank of Scotland Group PLC, 7.648%, 9/30/31, FRN (f) |
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A1/BBB+ |
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551,227 |
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3,100 |
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State Street Capital Trust III, 8.25%, 3/15/11, FRN (f) |
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A1/A |
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2,671,797 |
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7,300 |
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UBS AG, 5.75%, 4/25/18 |
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Aa2/AA- |
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5,689,043 |
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5,700 |
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USB Capital IX, 6.189%, 4/15/11, FRN (f) |
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A1/A+ |
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2,965,402 |
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10.31.08 | PIMCO Corporate Income Fund Annual Report 3
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal |
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Credit Rating |
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Value |
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Banking (continued) |
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Wachovia Corp., |
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$2,100 |
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5.75%, 2/1/18 |
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A1/A+ |
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$1,837,863 |
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14,000 |
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7.98%, 3/15/18, FRN (f) |
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A3/A- |
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10,599,022 |
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7,200 |
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Wells Fargo Capital X, 5.95%, 12/15/36 |
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Aa2/AA- |
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4,709,376 |
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104,319,590 |
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Diversified Manufacturing 0.5% |
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Hutchison Whampoa International Ltd. (a) (d), |
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3,500 |
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6.25%, 1/24/14 |
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A3/A- |
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2,888,757 |
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500 |
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6.50%, 2/13/13 |
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A3/A- |
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436,507 |
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3,325,264 |
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Energy 2.9% |
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2,000 |
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Dynergy-Roseton Danskammer, Inc., 7.67%, 11/8/16 |
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Ba3/B |
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1,502,000 |
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2,000 |
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El Paso Corp., 10.75%, 10/1/10 |
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Ba3/BB- |
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1,952,714 |
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4,300 |
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Energy Transfer Partners L.P., 7.50%, 7/1/38 |
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Baa3/BBB- |
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3,266,074 |
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3,900 |
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Kinder Morgan Energy Partners L.P., 6.00%, 2/1/17 |
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Baa2/BBB |
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3,122,718 |
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4,100 |
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NGPL PipeCo LLC, 7.119%, 12/15/17 (a) (d) |
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Baa3/BBB- |
|
3,352,603 |
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1,200 |
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Northwest Pipeline Corp., 5.95%, 4/15/17 |
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Baa2/BBB- |
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981,012 |
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3,000 |
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Sonat, Inc., 7.625%, 7/15/11 |
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Ba3/BB- |
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2,510,907 |
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500 |
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Southern Natural Gas Co., 5.90%, 4/1/17 (a) (d) |
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Baa3/BB |
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388,522 |
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1,100 |
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Tennessee Gas Pipeline Co., 7.50%, 4/1/17 |
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Baa3/BB |
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876,399 |
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250 |
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Transcontinental Gas Pipe Line Corp., 8.875%, 7/15/12 |
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Baa2/BBB- |
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242,888 |
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18,195,837 |
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Financial Services 16.0% |
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1,800 |
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Bear Stearns Cos., Inc., 6.95%, 8/10/12 |
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Aa2/AA- |
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1,778,452 |
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7,704 |
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Beaver Valley II Funding, 9.00%, 6/1/17 |
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Baa3/BBB- |
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8,196,162 |
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4,300 |
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C10 Capital SPV Ltd., 6.722%, 12/31/16, FRN (f) |
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NR/BB+ |
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2,107,000 |
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2,958 |
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Cedar Brakes II LLC, 9.875%, 9/1/13 (a) (b) (d) |
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Baa2/BBB- |
|
3,070,327 |
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10,000 |
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Citigroup Capital XXI, 8.30%, 12/21/77, FRN |
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A1/A |
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6,865,700 |
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Citigroup, Inc., |
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4,300 |
|
6.125%, 11/21/17 |
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Aa3/AA- |
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3,705,461 |
|
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2,800 |
|
6.125%, 5/15/18 |
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Aa3/AA- |
|
2,404,492 |
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2,000 |
|
6.125%, 8/25/36 |
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A1/A+ |
|
1,349,252 |
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7,700 |
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8.40%, 4/30/18, FRN (f) |
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A2/A |
|
5,361,895 |
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1,000 |
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Fresenius Medical Care Capital Trust, 7.875%, 6/15/11 |
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Ba3/BB |
|
925,000 |
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General Electric Capital Corp., FRN, |
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|
|
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|
||
10,100 |
|
6.375%, 11/15/67 |
|
Aa1/AA+ |
|
6,547,446 |
|
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£500 |
|
6.50%, 9/15/67 (a) (d) |
|
Aa1/AA+ |
|
460,569 |
|
||
$2,500 |
|
General Motors Acceptance Corp., 6.75%, 12/1/14 |
|
Caa1/B- |
|
1,263,445 |
|
||
2,500 |
|
General Motors Acceptance Corp. LLC, 8.00%, 11/1/31 |
|
Caa1/B- |
|
1,133,810 |
|
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Goldman Sachs Group, Inc., |
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|
|
|
|
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5,200 |
|
6.15%, 4/1/18 |
|
Aa3/AA- |
|
4,317,815 |
|
||
4,000 |
|
6.45%, 5/1/36 |
|
A1/A+ |
|
2,573,052 |
|
||
250 |
|
Green Valley Ltd., 8.993%, 1/10/11, FRN (a) (b) (d) |
|
NR/BB+ |
|
305,759 |
|
||
$3,600 |
|
JPMorgan Chase & Co., 6.40%, 5/15/38 |
|
Aa2/AA- |
|
3,092,436 |
|
||
7,100 |
|
JPMorgan Chase Capital XVIII, 6.95%, 8/1/66 (converts to FRN on 8/18/36) |
|
Aa3/A |
|
5,186,216 |
|
||
4,100 |
|
JPMorgan Chase Capital XX, 6.55%, 9/15/66 (converts to FRN on 9/30/36) |
|
Aa3/A |
|
2,872,886 |
|
||
13,000 |
|
Lehman Brothers Holdings, Inc., 6.875%, 5/2/18 (e) |
|
NR/NR |
|
1,755,000 |
|
||
3,900 |
|
MBNA Capital, 3.601%, 2/1/27, FRN |
|
Aa3/A |
|
2,512,661 |
|
||
2,700 |
|
Merrill Lynch & Co., Inc., 5.221%, 1/31/14, FRN |
|
A2/A |
|
2,899,587 |
|
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4 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal |
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|
|
Credit Rating |
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Value |
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||
|
|
|
|
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|
||||
Financial Services (continued) |
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|
|
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|
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|
Morgan Stanley, |
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|
|
|
|
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$7,900 |
|
5.75%, 8/31/12 |
|
A1/A+ |
|
$6,716,896 |
|
||
4,000 |
|
6.00%, 4/28/15 |
|
A1/A+ |
|
3,255,900 |
|
||
1,200 |
|
6.625%, 4/1/18 |
|
A1/A+ |
|
1,000,676 |
|
||
1,982 |
|
Preferred Term Securities XIII, 3.366%, 3/24/34, FRN (a) (b) (d) |
|
Aaa/AAA |
|
1,191,413 |
|
||
4,200 |
|
Santander Perpetual S.A. Unipersonal, 6.671%, 10/24/17, FRN (a) (d) (f) |
|
Aa2/A+ |
|
2,964,616 |
|
||
5,700 |
|
UBS Preferred Funding Trust V, 6.243%, 5/15/16, FRN (f) |
|
A1/A |
|
3,420,741 |
|
||
1,500 |
|
Universal City Development Partners, 11.75%, 4/1/10 |
|
B1/B+ |
|
1,203,750 |
|
||
1,000 |
|
Universal City Florida Holding Co., 8.375%, 5/1/10 |
|
B3/B- |
|
745,000 |
|
||
10,100 |
|
Wells Fargo Capital XIII, 7.70%, 3/26/13, FRN (f) |
|
Aa2/AA- |
|
8,267,264 |
|
||
|
|
|
|
|
|
99,450,679 |
|
||
Food & Beverage 1.2% |
|
|
|
|
|
||||
|
|
Albertsons, Inc., |
|
|
|
|
|
||
1,500 |
|
7.75%, 6/15/26 |
|
B1/B+ |
|
1,119,323 |
|
||
9,000 |
|
8.00%, 5/1/31 |
|
B1/B+ |
|
6,483,681 |
|
||
|
|
|
|
|
|
7,603,004 |
|
||
Healthcare & Hospitals 0.1% |
|
|
|
|
|
||||
1,000 |
|
HCA, Inc., 9.25%, 11/15/16 |
|
B2/BB- |
|
852,500 |
|
||
Hotels/Gaming 0.6% |
|
|
|
|
|
||||
2,434 |
|
Times Square Hotel Trust, 8.528%, 8/1/26 (a) (b) (d) |
|
Baa3/BBB- |
|
2,458,305 |
|
||
2,000 |
|
Wynn Las Vegas LLC, 6.625%, 12/1/14 |
|
Ba2/BBB- |
|
1,485,000 |
|
||
|
|
|
|
|
|
3,943,305 |
|
||
Industrial 0.1% |
|
|
|
|
|
||||
700 |
|
Pemex Project Funding Master Trust, 6.625%, 6/15/38 (a) (d) |
|
Baa1/BBB+ |
|
525,000 |
|
||
Insurance 1.0% |
|
|
|
|
|
||||
|
|
American International Group, Inc., FRN, |
|
|
|
|
|
||
4,600 |
|
5.071%, 4/26/11 |
|
A3/A- |
|
2,817,209 |
|
||
$7,100 |
|
8.175%, 5/15/58 (a) (d) |
|
Baa1/BBB |
|
1,134,389 |
|
||
2,300 |
|
Dai-ichi Mutual Life Insurance Co., 5.73%, 3/17/14 (a) (d) |
|
NR/A- |
|
2,318,708 |
|
||
|
|
|
|
|
|
6,270,306 |
|
||
Metals & Mining 1.8% |
|
|
|
|
|
||||
300 |
|
Corporacion Nacional del Cobre del Chile, Inc., 6.15%, 10/24/36 |
|
Aa3/A |
|
213,213 |
|
||
3,000 |
|
Falconbridge Ltd., 7.25%, 7/15/12 |
|
Baa2/BBB+ |
|
2,865,114 |
|
||
4,700 |
|
Phelps Dodge Corp., 9.50%, 6/1/31 |
|
Baa2/BBB- |
|
5,056,147 |
|
||
|
|
Vale Overseas Ltd., |
|
|
|
|
|
||
1,900 |
|
6.25%, 1/11/16 |
|
Baa2/BBB+ |
|
1,599,338 |
|
||
1,700 |
|
6.875%, 11/21/36 |
|
Baa2/BBB+ |
|
1,227,133 |
|
||
|
|
|
|
|
|
10,960,945 |
|
||
Multi-Media 3.3% |
|
|
|
|
|
||||
3,000 |
|
Comcast Cable Communications Holdings, Inc., 8.375%, 3/15/13 |
|
Baa2/BBB+ |
|
2,913,912 |
|
||
2,250 |
|
Comcast Corp., 10.625%, 7/15/12 |
|
Baa3/BBB |
|
2,338,461 |
|
||
1,700 |
|
CSC Holdings, Inc., 7.875%, 2/15/18 |
|
B1/BB |
|
1,245,250 |
|
||
|
|
Historic TW, Inc., |
|
|
|
|
|
||
500 |
|
6.625%, 5/15/29 |
|
Baa2/BBB+ |
|
370,999 |
|
||
5,000 |
|
9.125%, 1/15/13 |
|
Baa2/BBB+ |
|
4,808,600 |
|
||
10.31.08 | PIMCO Corporate Income Fund Annual Report 5
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal
Amount |
|
|
|
Credit
Rating |
|
Value |
|
|
|
|
|
|
|
|
|||
Multi-Media (continued) |
|
|
|
|
|
|||
$1,610 |
|
News America Holdings, Inc., 6.75%, 1/9/38 |
|
Baa1/BBB+ |
|
$1,586,008 |
|
|
|
|
Rogers Cable, Inc., |
|
|
|
|
|
|
CAD1,750 |
|
7.25%, 12/15/11 |
|
Baa3/BBB- |
|
1,517,895 |
|
|
$3,000 |
|
8.75%, 5/1/32 |
|
Baa3/BBB- |
|
2,828,580 |
|
|
|
|
Time Warner Cable, Inc., |
|
|
|
|
|
|
230 |
|
5.85%, 5/1/17 |
|
Baa2/BBB+ |
|
188,921 |
|
|
1,830 |
|
6.55%, 5/1/37 |
|
Baa2/BBB+ |
|
1,393,970 |
|
|
2,000 |
|
Vivendi, 6.625%, 4/4/18 (a) (d) |
|
Baa2/BBB |
|
1,709,122 |
|
|
|
|
|
|
|
|
20,901,718 |
|
|
Oil & Gas 2.8% |
|
|
|
|
|
|||
950 |
|
Chesapeake Energy Corp., 7.625%, 7/15/13 |
|
Ba3/BB |
|
812,250 |
|
|
1,420 |
|
Dynergy-Roseton Danskammer, Inc., 7.27%, 11/8/10 |
|
Ba3/B |
|
1,377,515 |
|
|
1,975 |
|
El Paso Corp., 8.05%, 10/15/30 |
|
Ba3/BB- |
|
1,375,998 |
|
|
900 |
|
EnCana Corp., 6.50%, 8/15/34 |
|
Baa2/A- |
|
634,803 |
|
|
|
|
Gaz Capital S.A., |
|
|
|
|
|
|
800 |
|
6.212%, 11/22/16 (a) (d) |
|
A3/BBB |
|
500,000 |
|
|
4,900 |
|
8.625%, 4/28/34 |
|
A3/BBB |
|
3,430,000 |
|
|
4,200 |
|
Gazprom AG, 9.625%, 3/1/13 |
|
A3/BBB |
|
3,603,814 |
|
|
703 |
|
Perforadora Central S.A. de CV, 4.92%, 12/15/18 |
|
NR/NR |
|
758,685 |
|
|
1,700 |
|
Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, 9/30/20 (b) |
|
Aa2/A |
|
1,491,070 |
|
|
750 |
|
Ras Laffan Liquefied Natural Gas Co., Ltd. III, 6.332%, 9/30/27 (b) |
|
Aa2/A |
|
590,750 |
|
|
875 |
|
SandRidge Energy, Inc., 8.00%, 6/1/18 (a) (d) |
|
B3/B- |
|
586,250 |
|
|
2,000 |
|
USX Corp., 9.375%, 2/15/12 |
|
Baa1/BBB+ |
|
2,222,434 |
|
|
|
|
|
|
|
|
17,383,569 |
|
|
Paper/Paper Products 1.5% |
|
|
|
|
|
|||
|
|
Georgia-Pacific LLC, |
|
|
|
|
|
|
2,250 |
|
7.00%, 1/15/15 (a) (d) |
|
Ba3/BB- |
|
1,665,000 |
|
|
10,500 |
|
8.00%, 1/15/24 |
|
B2/B+ |
|
6,720,000 |
|
|
500 |
|
8.125%, 5/15/11 |
|
B2/B+ |
|
425,000 |
|
|
850 |
|
Norske Skogindustrier ASA, 6.125%, 10/15/15 (a) (d) |
|
B1/BB- |
|
531,250 |
|
|
|
|
|
|
|
|
9,341,250 |
|
|
Pharmaceuticals 0.3% |
|
|
|
|
|
|||
1,000 |
|
Hospira, Inc., 6.05%, 3/30/17 |
|
Baa3/BBB |
|
841,847 |
|
|
1,000 |
|
Wyeth, 6.50%, 2/1/34 |
|
A3/A+ |
|
817,535 |
|
|
|
|
|
|
|
|
1,659,382 |
|
|
Technology 0.2% |
|
|
|
|
|
|||
2,000 |
|
First Data Corp., 9.875%, 9/24/15 |
|
B3/B |
|
1,290,000 |
|
|
Telecommunications 6.1% |
|
|
|
|
|
|||
|
|
AT&T Corp., |
|
|
|
|
|
|
792 |
|
7.30%, 11/15/11 |
|
A2/A |
|
798,724 |
|
|
2,000 |
|
8.00%, 11/15/31 |
|
A2/A |
|
1,845,874 |
|
|
5,000 |
|
Bellsouth Capital Funding, 7.875%, 2/15/30 |
|
A2/A |
|
4,425,045 |
|
|
1,000 |
|
Citizens Communications Co., 7.875%, 1/15/27 |
|
Ba2/BB |
|
505,000 |
|
|
3,000 |
|
Deutsche Telekom International Finance BV, 8.75%, 6/15/30 |
|
Baa1/BBB+ |
|
2,656,812 |
|
|
|
|
Embarq Corp., |
|
|
|
|
|
|
5,000 |
|
7.082%, 6/1/16 |
|
Baa3/BBB- |
|
3,855,220 |
|
|
5,000 |
|
7.995%, 6/1/36 |
|
Baa3/BBB- |
|
3,306,745 |
|
|
3,000 |
|
France Telecom S.A., 8.50%, 3/1/31 |
|
A3/A- |
|
2,827,326 |
|
|
6 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal
Amount |
|
|
|
Credit
Rating |
|
Value |
|
|
|
|
|
|
|
|
|||
Telecommunications (continued) |
|
|
|
|
|
|||
$2,000 |
|
Nextel Communications, Inc., 7.375%, 8/1/15 |
|
Baa3/BB |
|
$1,100,576 |
|
|
2,000 |
|
Qwest Communications International, Inc., 7.50%, 2/15/14 |
|
Ba3/B+ |
|
1,370,000 |
|
|
|
|
Qwest Corp., |
|
|
|
|
|
|
2,300 |
|
6.069%, 6/15/13, FRN |
|
Ba1/BBB- |
|
1,679,000 |
|
|
8,860 |
|
7.20%, 11/10/26 |
|
Ba1/BBB- |
|
5,759,000 |
|
|
|
|
Sprint Capital Corp., |
|
|
|
|
|
|
1,800 |
|
6.90%, 5/1/19 |
|
Baa3/BB |
|
1,271,100 |
|
|
6,200 |
|
8.75%, 3/15/32 |
|
Baa3/BB |
|
4,068,471 |
|
|
1,200 |
|
Verizon Communications, Inc., 6.10%, 4/15/18 |
|
A3/A |
|
1,051,444 |
|
|
1,500 |
|
Verizon New York, Inc., 7.375%, 4/1/32 |
|
Baa3/A |
|
1,173,213 |
|
|
|
|
|
|
|
|
37,693,550 |
|
|
Transportation 0.1% |
|
|
|
|
|
|||
400 |
|
Norfolk Southern Corp., 5.75%, 4/1/18 |
|
Baa1/BBB+ |
|
345,145 |
|
|
Utilities 5.8% |
|
|
|
|
|
|||
1,000 |
|
CMS Energy Corp., 5.703%, 1/15/13, FRN |
|
Ba1/BB+ |
|
870,000 |
|
|
2,549 |
|
East Coast Power LLC, 7.066%, 3/31/12 |
|
Baa3/BBB- |
|
2,670,747 |
|
|
400 |
|
Entergy Gulf States, Inc., 5.25%, 8/1/15 |
|
Baa3/BBB+ |
|
319,582 |
|
|
2,000 |
|
FirstEnergy Corp., 7.375%, 11/15/31 |
|
Baa3/BBB- |
|
1,551,532 |
|
|
2,000 |
|
Florida Gas Transmission Co., 7.00%, 7/17/12 (a) (d) |
|
Baa2/BBB+ |
|
2,045,716 |
|
|
3,086 |
|
FPL Energy Wind Funding LLC, 6.876%, 6/27/17 (a) (d) |
|
Ba2/BB |
|
2,892,656 |
|
|
5,530 |
|
Homer City Funding LLC, 8.137%, 10/1/19 |
|
Ba2/BB |
|
5,004,650 |
|
|
3,339 |
|
Midwest Generation LLC, 8.56%, 1/2/16 |
|
Baa3/BB+ |
|
2,980,237 |
|
|
2,000 |
|
Northern States Power Co., 8.00%, 8/28/12 |
|
A2/A |
|
2,017,020 |
|
|
6,000 |
|
PSE&G Energy Holdings LLC, 8.50%, 6/15/11 |
|
Ba3/BB- |
|
5,993,604 |
|
|
8,000 |
|
PSE&G Power LLC, 8.625%, 4/15/31 |
|
Baa1/BBB |
|
6,801,232 |
|
|
2,440 |
|
Sithe Independence Funding Corp., 9.00%, 12/30/13 |
|
Ba2/B |
|
2,078,614 |
|
|
642 |
|
System Energy Resources, Inc., 5.129%, 1/15/14 (a) (d) |
|
Baa3/BBB+ |
|
645,888 |
|
|
|
|
|
|
|
|
35,871,478 |
|
|
Waste Disposal 0.3% |
|
|
|
|
|
|||
2,580 |
|
Waste Management, Inc., 7.10%, 8/1/26 |
|
Baa3/BBB |
|
1,847,197 |
|
|
Total Corporate Bonds & Notes (cost-$554,334,959) |
|
|
|
406,943,465 |
|
|||
|
|
|
|
|
|
|
|
|
U.S. GOVERNMENT AGENCY SECURITIES 4.1% |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Fannie Mae 4.1% |
|
|
|
|
|
|||
349 |
|
4.426%, 11/1/35, FRN, MBS |
|
Aaa/AAA |
|
351,063 |
|
|
303 |
|
5.50%, 10/1/37, MBS |
|
Aaa/AAA |
|
296,299 |
|
|
3,297 |
|
5.50%, 9/1/38, MBS |
|
Aaa/AAA |
|
3,223,489 |
|
|
221 |
|
7.00%, 2/1/29, MBS |
|
Aaa/AAA |
|
228,718 |
|
|
86 |
|
7.00%, 2/19/30, CMO, VRN |
|
Aaa/AAA |
|
90,384 |
|
|
66 |
|
7.00%, 1/1/32, MBS |
|
Aaa/AAA |
|
68,318 |
|
|
898 |
|
7.00%, 6/1/32, MBS |
|
Aaa/AAA |
|
927,203 |
|
|
93 |
|
7.00%, 10/1/32, MBS |
|
Aaa/AAA |
|
96,421 |
|
|
87 |
|
7.00%, 11/1/32, MBS |
|
Aaa/AAA |
|
89,768 |
|
|
280 |
|
7.00%, 12/1/32, MBS |
|
Aaa/AAA |
|
289,566 |
|
|
88 |
|
7.00%, 1/1/33, MBS |
|
Aaa/AAA |
|
90,348 |
|
|
122 |
|
7.00%, 2/1/33, MBS |
|
Aaa/AAA |
|
126,276 |
|
|
338 |
|
7.00%, 3/1/33, MBS |
|
Aaa/AAA |
|
349,372 |
|
|
936 |
|
7.00%, 5/1/33, MBS |
|
Aaa/AAA |
|
966,931 |
|
|
53 |
|
7.00%, 6/1/33, MBS |
|
Aaa/AAA |
|
54,648 |
|
|
127 |
|
7.00%, 7/1/33, MBS |
|
Aaa/AAA |
|
131,669 |
|
|
10.31.08 | PIMCO Corporate Income Fund Annual Report 7
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal
Amount |
|
|
|
Credit
Rating |
|
Value |
|
|
|
|
|
|
|
|
|||
Fannie Mae (continued) |
|
|
|
|
|
|||
$315 |
|
7.00%, 1/1/34, MBS |
|
Aaa/AAA |
|
$325,469 |
|
|
471 |
|
7.00%, 3/1/34, MBS |
|
Aaa/AAA |
|
486,839 |
|
|
263 |
|
7.00%, 9/1/34, MBS |
|
Aaa/AAA |
|
271,433 |
|
|
1,496 |
|
7.00%, 4/1/35, MBS |
|
Aaa/AAA |
|
1,544,471 |
|
|
476 |
|
7.00%, 6/1/35, MBS |
|
Aaa/AAA |
|
492,844 |
|
|
1,683 |
|
7.00%, 10/1/35, MBS |
|
Aaa/AAA |
|
1,740,004 |
|
|
1,817 |
|
7.00%, 2/1/36, MBS |
|
Aaa/AAA |
|
1,879,102 |
|
|
50 |
|
7.00%, 9/25/41, CMO, VRN |
|
Aaa/AAA |
|
52,816 |
|
|
954 |
|
7.00%, 12/25/41, CMO |
|
Aaa/AAA |
|
997,538 |
|
|
26 |
|
7.50%, 12/25/19, CMO |
|
Aaa/AAA |
|
27,330 |
|
|
205 |
|
7.50%, 5/1/22, MBS |
|
Aaa/AAA |
|
217,799 |
|
|
11 |
|
7.50%, 6/25/30, CMO |
|
Aaa/AAA |
|
11,558 |
|
|
231 |
|
7.50%, 12/1/33, MBS |
|
Aaa/AAA |
|
243,861 |
|
|
51 |
|
7.50%, 11/25/40, CMO |
|
Aaa/AAA |
|
53,351 |
|
|
100 |
|
7.50%, 5/25/42, CMO |
|
Aaa/AAA |
|
105,762 |
|
|
4,453 |
|
7.50%, 12/25/45, CMO |
|
Aaa/AAA |
|
4,601,859 |
|
|
23 |
|
8.00%, 7/18/27, CMO |
|
Aaa/AAA |
|
25,232 |
|
|
4,469 |
|
8.00%, 12/25/45, CMO |
|
Aaa/AAA |
|
4,631,821 |
|
|
|
|
|
|
|
|
25,089,562 |
|
|
Freddie Mac 0.0% |
|
|
|
|
|
|||
59 |
|
7.50%, 11/1/19, MBS |
|
Aaa/AAA |
|
62,162 |
|
|
21 |
|
8.00%, 9/15/26, CMO |
|
Aaa/AAA |
|
21,068 |
|
|
4 |
|
9.50%, 5/15/21, CMO |
|
Aaa/AAA |
|
4,545 |
|
|
|
|
|
|
|
|
87,775 |
|
|
Total U.S. Government Agency Securities (cost-$25,186,908) |
|
|
|
25,177,337 |
|
|||
|
|
|
|
|
|
|||
MUNICIPAL BONDS 2.9% |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
New Jersey 2.9% |
|
|
|
|
|
|||
|
|
Tobacco Settlement Financing Corp. Rev., |
|
|
|
|
|
|
6,570 |
|
5.75%, 6/1/32 |
|
Aaa/AAA |
|
7,021,162 |
|
|
1,840 |
|
6.125%, 6/1/24 |
|
Aaa/AAA |
|
1,925,891 |
|
|
8,330 |
|
6.375%, 6/1/32 |
|
Aaa/AAA |
|
9,096,360 |
|
|
Total Municipal Bonds (cost-$18,048,739) |
|
|
|
18,043,413 |
|
|||
|
|
|
|
|
|
|||
MORTGAGE-BACKED SECURITIES 1.9% |
|
|
|
|
|
|||
3,500 |
|
Chase Commercial Mortgage Securities Corp., 6.887%, 10/15/32, CMO (a) (d) |
|
NR/BB+ |
|
2,678,243 |
|
|
1,000 |
|
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.617%, 10/15/48, CMO |
|
Aaa/AAA |
|
776,851 |
|
|
|
|
GSMPS Mortgage Loan Trust, CMO (a) (d), |
|
|
|
|
|
|
2,431 |
|
7.50%, 6/19/27, VRN |
|
NR/NR |
|
2,517,057 |
|
|
65 |
|
7.50%, 6/19/32, VRN |
|
NR/NR |
|
70,231 |
|
|
2,627 |
|
7.50%, 6/25/43 |
|
NR/NR |
|
2,564,692 |
|
|
1,000 |
|
LB-UBS Commercial Mortgage Trust, 5.424%, 2/15/40, CMO |
|
NR/AAA |
|
743,369 |
|
|
2,805 |
|
Merrill Lynch Mortgage Investors, Inc., 6.876%, 12/15/30, CMO, VRN |
|
A3/AA |
|
2,418,874 |
|
|
250 |
|
Washington Mutual Mortgage, 3.665%, 8/25/46, CMO, FRN |
|
Aaa/AAA |
|
125,012 |
|
|
54 |
|
Washington Mutual, Inc., 7.50%, 4/25/33, CMO |
|
NR/AAA |
|
50,352 |
|
|
Total Mortgage-Backed Securities (cost-$13,832,427) |
|
|
|
11,944,681 |
|
|||
8 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal
Amount |
|
|
|
Credit
Rating |
|
Value |
|
|
SOVEREIGN DEBT OBLIGATIONS 1.8% |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Colombia 0.1% |
|
|
|
|
|
|||
$1,000 |
|
Colombia Government International Bond, 7.375%, 9/18/37 |
|
Ba1/BBB- |
|
$825,000 |
|
|
Guatemala 0.2% |
|
|
|
|
|
|||
1,500 |
|
Republic of Guatemala, 9.25%, 8/1/13 (a) (d) |
|
Ba2/BB |
|
1,402,500 |
|
|
Panama 1.1% |
|
|
|
|
|
|||
7,170 |
|
Republic of Panama, 9.375%, 4/1/29 |
|
Ba1/BB+ |
|
6,990,750 |
|
|
South Africa 0.3% |
|
|
|
|
|
|||
|
|
Republic of South Africa, |
|
|
|
|
|
|
2,600 |
|
5.875%, 5/30/22 |
|
Baa1/BBB+ |
|
1,670,164 |
|
|
120 |
|
7.375%, 4/25/12 |
|
Baa1/BBB+ |
|
111,000 |
|
|
|
|
|
|
|
|
1,781,164 |
|
|
Ukraine 0.1% |
|
|
|
|
|
|||
1,000 |
|
Republic of Ukraine, 7.65%, 6/11/13 |
|
B1/B |
|
510,000 |
|
|
Total Sovereign Debt Obligations (cost-$16,057,638) |
|
|
|
11,509,414 |
|
|||
|
|
|
|
|
|
|||
SENIOR LOANS (a) (c) 1.0% |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Containers & Packaging 0.1% |
|
|
|
|
|
|||
|
|
Smurfit-Stone Container, |
|
|
|
|
|
|
131 |
|
3.025%, 11/1/10 |
|
|
|
104,141 |
|
|
107 |
|
4.813%, 11/1/11, Term B |
|
|
|
85,362 |
|
|
215 |
|
4.813%, 11/1/11, Term C |
|
|
|
170,723 |
|
|
63 |
|
5.125%, 11/1/10, Term C |
|
|
|
49,914 |
|
|
39 |
|
5.125%, 11/1/11, Term B |
|
|
|
31,393 |
|
|
|
|
|
|
|
|
441,533 |
|
|
Energy 0.2% |
|
|
|
|
|
|||
|
|
AES Corp., Term B (b), |
|
|
|
|
|
|
714 |
|
5.063%, 8/10/11 |
|
|
|
603,572 |
|
|
714 |
|
5.10%, 8/10/11 |
|
|
|
603,571 |
|
|
|
|
|
|
|
|
1,207,143 |
|
|
Financial Services 0.2% |
|
|
|
|
|
|||
2,475 |
|
Chrysler Financial Corp., 6.82%, 8/3/12 |
|
|
|
1,697,436 |
|
|
Healthcare & Hospitals 0.4% |
|
|
|
|
|
|||
2,948 |
|
HCA, Inc., 6.012%, 11/18/13, Term B |
|
|
|
2,439,793 |
|
|
Hotels/Gaming 0.1% |
|
|
|
|
|
|||
990 |
|
Las Vegas Sands Corp., 5.52%, 5/15/14 |
|
|
|
569,210 |
|
|
Total Senior Loans (cost-$8,290,995) |
|
|
|
6,355,115 |
|
|||
|
|
|
|
|
|
|
|
|
CONVERTIBLE PREFERRED STOCK 0.2% |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
|
|
Banking 0.2% |
|
|
|
|
|
|||
1,000 |
|
Bank of America Corp., 7.25%, 12/31/49 |
|
A1/A |
|
709,000 |
|
|
1,000 |
|
Wachovia Corp., 7.50%, 12/31/49 |
|
A3/A- |
|
707,500 |
|
|
|
|
|
|
|
|
1,416,500 |
|
|
Financial Services 0.0% |
|
|
|
|
|
|||
2,000 |
|
Citigroup, Inc., 6.50%, 12/31/49 |
|
A2/A |
|
67,125 |
|
|
|
|
|
|
|
|
|
|
|
Insurance 0.0% |
|
|
|
|
|
|||
13,500 |
|
American International Group, Inc., 8.50%, 8/1/11 |
|
Baa1/NR |
|
60,075 |
|
|
Total Convertible Preferred Stock (cost-$2,255,331) |
|
|
|
1,543,700 |
|
|||
10.31.08 | PIMCO Corporate Income Fund Annual Report 9
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Principal
Amount |
|
|
|
Credit
Rating |
|
Value |
|
|
|
|
|
|
|
|
|||
ASSET-BACKED SECURITIES 0.0% |
|
|
|
|
|
|||
$259 |
|
SLM Student Loan Trust, 3.535%, 10/25/16, FRN (cost-$259,060) |
|
Aaa/AAA |
|
$255,660 |
|
|
|
|
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS 23.3% |
|
|
|
|
|
|||
U.S. Treasury Bills (g) 15.1% |
|
|
|
|
|
|||
93,940 |
|
0.02%-1.705%,11/28/08-12/26/08 (cost-$93,864,062) |
|
NR/NR |
|
93,864,062 |
|
|
|
|
|
|
|
|
|
|
|
Corporate Notes 2.4% |
|
|
|
|
|
|||
Banking 1.2% |
|
|
|
|
|
|||
5,910 |
|
Republic New York Corp., 9.70%, 2/1/09 |
|
A1/A+ |
|
5,918,410 |
|
|
1,750 |
|
Riggs National Corp., 9.65%, 6/15/09 |
|
A2/A |
|
1,769,834 |
|
|
|
|
|
|
|
|
7,688,244 |
|
|
Financial Services 0.4% |
|
|
|
|
|
|||
2,000 |
|
American General Finance Corp., 8.45%, 10/15/09 |
|
Baa1/BBB |
|
1,187,610 |
|
|
1,180 |
|
General Electric Capital Corp., 8.30%, 9/20/09 |
|
Aaa/AAA |
|
1,197,390 |
|
|
|
|
|
|
|
|
2,385,000 |
|
|
Multi-Media 0.2% |
|
|
|
|
|
|||
1,625 |
|
CSC Holdings, Inc., 8.125%, 8/15/09 |
|
B1/BB |
|
1,560,000 |
|
|
Oil & Gas 0.4% |
|
|
|
|
|
|||
2,350 |
|
Salomon Brothers AG for OAO Siberian Oil Co., 10.75%, 1/15/09 |
|
Baa3/BBB- |
|
2,321,356 |
|
|
Telecommunications 0.2% |
|
|
|
|
|
|||
1,000 |
|
Sprint Capital Corp., 6.375%, 5/1/09 |
|
Baa3/BB |
|
962,610 |
|
|
Total Corporate Notes (cost-$15,998,506) |
|
|
|
14,917,210 |
|
|||
|
|
|
|
|
|
|
|
|
Commercial Paper 2.8% |
|
|
|
|
|
|||
Financial Services 2.8% |
|
|
|
|
|
|||
11,300 |
|
Goldman Sachs Group, Inc., 3.25%, 1/22/09 |
|
P-1/A-1+ |
|
11,211,634 |
|
|
6,200 |
|
Morgan Stanley, 3.80%, 1/26/09 |
|
P-1/A-1 |
|
6,148,416 |
|
|
Total Commercial Paper (cost-$17,360,066) |
|
|
|
17,360,050 |
|
|||
Repurchase Agreements 3.0% |
|
|
|
|
|
|||
13,000 |
|
Deutsche Bank, dated 10/31/08, 0.15%, due 11/3/08, proceeds $13,000,163; collateralized by Federal Home Loan Bank, 4.449%, due 10/13/09, valued at $13,286,114 including accrued interest |
|
|
|
13,000,000 |
|
|
6,000 |
|
JPMorgan Chase Bank, dated 10/31/08, 0.25%, due 11/3/08, proceeds $6,000,125; collateralized at U.S. Treasury Notes, 3.50%, due 5/31/13, valued at $6,008,825 including accrued interest |
|
|
|
6,000,000 |
|
|
Total Repurchase Agreements (cost-$19,000,000) |
|
|
19,000,000 |
|
||||
Total Short-Term Investments (cost-$146,222,634) |
|
|
|
145,141,322 |
|
|||
10 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Contracts/ |
|
|
|
|
|
|
|
|
Notional |
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
Value |
|
|
OPTIONS PURCHASED (h) 0.4% |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Call Options 0.3% |
|
|
|
|
|
|||
|
|
2-Year Interest Rate Swap (OTC), |
|
|
|
|
|
|
|
|
Pay 3-Month USD-LIBOR Floating Rate Index, |
|
|
|
|
|
|
44,100,000 |
|
strike rate 4.75%, expires 9/8/09 |
|
|
|
$1,235,078 |
|
|
1,000,000 |
|
strike rate 5.00%, expires 8/28/09 |
|
|
|
32,310 |
|
|
|
|
Euro versus U.S. Dollar (OTC), |
|
|
|
|
|
|
2,500,000 |
|
strike price $1.37, expires 6/3/10 |
|
|
|
176,230 |
|
|
1,000,000 |
|
strike price $1.38, expires 5/21/10 |
|
|
|
68,637 |
|
|
1,000,000 |
|
strike price $1.38, expires 5/21/10 |
|
|
|
68,637 |
|
|
|
|
U.S. Treasury Bonds 30 yr. Futures (CBOT), |
|
|
|
|
|
|
536 |
|
strike price $140, expires 11/21/08 |
|
|
|
8,318 |
|
|
|
|
U.S. Treasury Notes 5 yr. Futures (CBOT), |
|
|
|
|
|
|
160 |
|
strike price $123.50, expires 11/21/08 |
|
|
|
1,250 |
|
|
130 |
|
strike price $125, expires 11/21/08 |
|
|
|
1,016 |
|
|
|
|
|
|
|
|
1,591,476 |
|
|
Put Options 0.1% |
|
|
|
|
|
|||
|
|
Euro versus U.S. Dollar (OTC), |
|
|
|
|
|
|
2,500,000 |
|
strike price $1.37, expires 6/3/10 |
|
|
|
410,474 |
|
|
1,000,000 |
|
strike price $1.38, expires 5/21/10 |
|
|
|
165,266 |
|
|
1,000,000 |
|
strike price $1.38, expires 5/21/10 |
|
|
|
165,266 |
|
|
|
|
Financial Future Euro 90 day, |
|
|
|
|
|
|
300 |
|
strike price $89.75, expires 3/15/10 (CME) |
|
|
|
1,875 |
|
|
360 |
|
strike price $90, expires 6/15/09 (CME) |
|
|
|
2,250 |
|
|
1,200 |
|
strike price $90, expires 12/14/09 (CME) |
|
|
|
7,500 |
|
|
90 |
|
strike price $91, expires 12/14/09 (CME) |
|
|
|
1,666 |
|
|
200 |
|
strike price $91.75, expires 12/14/09 (LIFFE) |
|
|
|
1 |
|
|
700 |
|
strike price $93.25, expires 3/16/09 (CME) |
|
|
|
4,375 |
|
|
190 |
|
strike price $94, expires 3/16/09 (LIFFE) |
|
|
|
|
|
|
|
|
United Kingdom 90 day (LIFFE), |
|
|
|
|
|
|
276 |
|
strike price $89.50, expires 12/16/09 |
|
|
|
1 |
|
|
296 |
|
strike price $89.625, expires 6/17/09 |
|
|
|
1 |
|
|
118 |
|
strike price $90.50, expires 3/18/09 |
|
|
|
|
|
|
230 |
|
strike price $91.25, expires 12/17/08 |
|
|
|
|
|
|
125 |
|
strike price $92, expires 3/18/09 |
|
|
|
|
|
|
|
|
U.S. Treasury Notes 10 yr. Futures (CBOT), |
|
|
|
|
|
|
983 |
|
strike price $99, expires 11/21/08 |
|
|
|
14,909 |
|
|
200 |
|
strike price $100, expires 11/21/08 |
|
|
|
3,027 |
|
|
|
|
|
|
|
|
776,611 |
|
|
Total Options Purchased (cost-$1,009,981) |
|
|
|
2,368,087 |
|
|||
Total Investments before options written and securities sold short |
|
|
|
|
|
|||
(cost-$785,498,672) 101.0% |
|
|
|
629,282,194 |
|
|||
|
|
|
|
|
|
|||
OPTIONS WRITTEN (h) (0.1)% |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Call Options (0.1)% |
|
|
|
|
|
|||
|
|
2-Year Interest Rate Swap (OTC), |
|
|
|
|
|
|
|
|
Pay 3-Month USD-LIBOR Floating Rate Index, |
|
|
|
|
|
|
14,700,000 |
|
strike rate 5.15%, expires 9/8/09 |
|
|
|
(779,103 |
) |
|
|
|
Dow Jones CDX IG-10 5 Year Index, |
|
|
|
|
|
|
4,000,000 |
|
strike price $1.50, expires 12/22/08 |
|
|
|
(6,000 |
) |
|
|
|
|
|
|
|
(785,103 |
) |
|
10.31.08 | PIMCO Corporate Income Fund Annual Report 11
PIMCO Corporate Income Fund Schedule of Investments
October 31, 2008 (continued)
Contracts/ |
|
|
|
|
|
|
|
|||||
Notional |
|
|
|
|
|
|
|
|||||
Amount |
|
|
|
|
|
Value |
|
|||||
|
|
|
|
|
|
|
|
|||||
Put Options (0.0)% |
|
|
|
|
|
|||||||
|
|
Dow Jones CDX IG-10 5 Year Index, |
|
|
|
|
|
|||||
4,000,000 |
|
strike price $1.50, expires 12/22/08 |
|
|
|
$(143,000 |
) |
|||||
Total Options Written (premiums received-$544,611) |
|
|
|
(928,103 |
) |
|||||||
|
|
|
|
|
|
|||||||
SECURITIES SOLD SHORT (0.9)% |
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Principal |
|
|
|
|
|
|
|
|||||
Amount |
|
|
|
|
|
|
|
|||||
(000) |
|
|
|
|
|
|
|
|||||
5,900 |
|
Fannie Mae, 5.50%, TBA (proceeds-$5,793,062) |
|
|
|
(5,793,062 |
) |
|||||
Total Investments net of options written and securities sold short |
|
|
|
|
|
|||||||
(cost-$779,160,999) 100.0% |
|
|
|
$622,561,029 |
|
|||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
Notes to Schedule of Investments: |
|
|
|
|
|
|||||||
* Unaudited. |
||||||||||||
(a) Private PlacementRestricted as to resale and may not have a readily available market. Securities with an aggregate value of $84,577,697, representing 13.46% of total investments. |
||||||||||||
(b) Illiquid security. |
||||||||||||
(c) These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the LIBOR or the prime rate offered by one or more major United States banks, or the certificate of deposit rate. These securities are generally considered to be restricted as the Fund is ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect on October 31, 2008. |
||||||||||||
(d) 144A SecuritySecurity exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid. |
||||||||||||
(e) Security in default. |
||||||||||||
(f) Perpetual maturity security. Maturity date shown is the first call date. Interest rate is fixed until the first call date and variable thereafter. |
||||||||||||
(g) All or partial amount segregated as collateral for futures contracts, options written and swaps. |
||||||||||||
(h) Non-income producing. |
||||||||||||
|
||||||||||||
|
||||||||||||
Glossary: |
||||||||||||
£/GBP |
- |
|
British Pound Sterling |
|||||||||
/EUR |
- |
|
Euro |
|||||||||
CAD |
- |
|
Canadian Dollar |
|||||||||
CBOT |
- |
|
Chicago Board of Trade |
|||||||||
CME |
- |
|
Chicago Mercantile Exchange |
|||||||||
CMO |
- |
|
Collateralized Mortgage Obligation |
|||||||||
FRN |
- |
|
Floating Rate Note. The interest rate disclosed reflects the rate in effect on October 31, 2008. |
|||||||||
LIBOR |
- |
|
London Inter-Bank Offered Rate |
|||||||||
LIFFE |
- |
|
London International Financial Futures and Options Exchange |
|||||||||
MBIA |
- |
|
insured by Municipal Bond Investors Assurance |
|||||||||
MBS |
- |
|
Mortgage-Backed Security |
|||||||||
NR |
- |
|
Not Rated |
|||||||||
OTC |
- |
|
Over-the-Counter |
|||||||||
VRN |
- |
|
Variable Rate Note. Instruments whose interest rates change on specified date (such as a coupon date or interest payment date) and/or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). The interest rate disclosed reflects the rate in effect on October 31, 2008. |
|||||||||
12 PIMCO Corporate Income Fund Annual Report | 10.31.08 | See accompanying Notes to Financial Statements.
PIMCO Corporate Income Fund Statement of Assets and Liabilities
October 31, 2008
|
|
|
|
Assets: |
|
|
|
Investments, at value (cost-$785,498,672) |
|
$629,282,194 |
|
Cash (including foreign currency of $10,926,009 with a cost of $11,405,678) |
|
12,424,518 |
|
Unrealized appreciation of swaps |
|
75,059,327 |
|
Receivable for investments sold |
|
32,017,550 |
|
Interest receivable |
|
11,121,712 |
|
Receivable for swaps purchased |
|
8,889,161 |
|
Deposits with brokers for futures contracts collateral |
|
4,405,400 |
|
Unrealized appreciation of forward foreign currency contracts |
|
2,658,165 |
|
Receivable for collateral held at broker |
|
835,412 |
|
Receivable for terminated swaps |
|
738,118 |
|
Prepaid expenses and other assets |
|
41,448 |
|
Total Assets |
|
777,473,005 |
|
|
|
|
|
Liabilities: |
|
|
|
Unrealized depreciation of swaps |
|
72,110,872 |
|
Premium for swaps sold |
|
41,817,334 |
|
Payable to broker for swap collateral |
|
21,750,000 |
|
Payable for investments purchased |
|
12,277,655 |
|
Securities sold short, at value (proceeds of $5,793,062) |
|
5,793,062 |
|
Dividends payable to common and preferred shareholders |
|
3,961,270 |
|
Unrealized depreciation of forward foreign currency contracts |
|
3,940,771 |
|
Payable for terminated swaps |
|
2,158,194 |
|
Options written, at value (premiums received - $544,611) |
|
928,103 |
|
Payable for variation margin on futures contracts |
|
738,574 |
|
Investment management fees payable |
|
342,428 |
|
Accrued expenses |
|
165,494 |
|
Total Liabilities |
|
165,983,757 |
|
Preferred Shares ($25,000 net asset and liquidation value per share applicable to an aggregate of 12,000 shares issued and outstanding) |
|
300,000,000 |
|
Net Assets Applicable to Common Shareholders |
|
$311,489,248 |
|
|
|
|
|
Composition of Net Assets Applicable to Common Shareholders: |
|
|
|
Common stock: |
|
|
|
Par value ($0.00001 per share, applicable to 36,794,562 shares issued and outstanding) |
|
$368 |
|
Paid-in-capital in excess of par |
|
522,425,292 |
|
Undistributed net investment income |
|
931,725 |
|
Accumulated net realized loss |
|
(64,574,829 |
) |
Net unrealized depreciation of investments, futures contracts, options written, swaps, unfunded loan commitments and foreign currency transactions |
|
(147,293,308 |
) |
Net Assets Applicable to Common Shareholders |
|
$ 311,489,248 |
|
Net Asset Value Per Common Share |
|
$8.47 |
|
See accompanying Notes to Financial Statements. | 10.31.08 | PIMCO Corporate Income Fund Annual Report 13
PIMCO Corporate Income Fund Statement of Operations
For the year ended October 31, 2008
|
|
|
|
Investment Income: |
|
|
|
Interest |
|
$51,843,450 |
|
Dividends |
|
191,446 |
|
Facility and other fee income |
|
178,648 |
|
Total Investment Income |
|
52,213,544 |
|
|
|
|
|
Expenses: |
|
|
|
Investment management fees |
|
5,623,594 |
|
Auction agent fees and commissions |
|
779,370 |
|
Interest expense |
|
504,857 |
|
Custodian and accounting agent fees |
|
224,140 |
|
Shareholder communications |
|
156,600 |
|
Audit and tax services |
|
114,927 |
|
Trustees fees and expenses |
|
62,363 |
|
Legal fees |
|
34,754 |
|
Transfer agent fees |
|
31,014 |
|
New York Stock Exchange listing fees |
|
29,589 |
|
Insurance expense |
|
11,074 |
|
Miscellaneous |
|
20,461 |
|
Total expenses |
|
7,592,743 |
|
Less: investment management fees waived |
|
(812,792 |
) |
custody credits earned on cash balances |
|
(8,970 |
) |
Net expenses |
|
6,770,981 |
|
|
|
|
|
Net Investment Income |
|
45,442,563 |
|
|
|
|
|
Realized and Change in Unrealized Gain (Loss): |
|
|
|
Net realized gain (loss) on: |
|
|
|
Investments |
|
(17,841,630 |
) |
Futures contracts |
|
9,014,862 |
|
Options written |
|
(3,840,440 |
) |
Swaps |
|
(34,679,275 |
) |
Foreign currency transactions |
|
2,453,131 |
|
Net change in unrealized appreciation/depreciation of: |
|
|
|
Investments |
|
(158,731,229 |
) |
Futures contracts |
|
8,909,947 |
|
Options written |
|
(166,505 |
) |
Swaps |
|
15,280,273 |
|
Unfunded loan commitments |
|
(1,040 |
) |
Foreign currency transactions |
|
(2,175,907 |
) |
Net realized and change in unrealized loss on investments, futures contracts, options written, swaps, unfunded loan commitments and foreign currency transactions |
|
(181,777,813 |
) |
Net Decrease in Net Assets Resulting from Investment Operations |
|
(136,335,250 |
) |
Dividends on Preferred Shares from Net Investment Income |
|
(11,447,049 |
) |
Net Decrease in Net Assets Applicable to Common Shareholders Resulting from Investment Operations |
|
$(147,782,299 |
) |
14 PIMCO Corporate Income Fund Annual Report | 10.31.08 | See accompanying Notes to Financial Statements.
PIMCO Corporate Income Fund |
Statement of Changes in Net Assets Applicable to Common Shareholders |
||||||
|
|
|
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|||
Investment Operations: |
|
|
|
|
|
|
|
Net investment income |
|
$45,442,563 |
|
|
$47,292,960 |
|
|
Net realized gain (loss) on investments, futures contracts, options written, swaps and foreign currency transactions |
|
(44,893,352 |
) |
|
9,891,956 |
|
|
Net change in unrealized appreciation/depreciation of investments, futures contracts, options written, swaps, unfunded loan commitments and foreign currency transactions |
|
(136,884,461 |
) |
|
(28,448,936 |
) |
|
Net increase (decrease) in net assets resulting from investment operations |
|
(136,335,250 |
) |
|
28,735,980 |
|
|
|
|
|
|
|
|
|
|
Dividends on Preferred Shares from Net Investment Income: |
|
(11,447,049 |
) |
|
(15,622,315 |
) |
|
Net increase (decrease) in net assets applicable to common shareholders resulting from investment operations |
|
(147,782,299 |
) |
|
13,113,665 |
|
|
|
|
|
|
|
|
|
|
Dividends and Distributions to Common Shareholders from: |
|
|
|
|
|
|
|
Net investment income |
|
(46,757,319 |
) |
|
(46,427,290 |
) |
|
Net realized gains |
|
|
|
|
(3,368,998 |
) |
|
Total dividends and distributions to common shareholders |
|
(46,757,319 |
) |
|
(49,796,288 |
) |
|
|
|
|
|
|
|
|
|
Capital Share Transactions: |
|
|
|
|
|
|
|
Reinvestment of dividends and distributions |
|
3,314,833 |
|
|
4,292,291 |
|
|
Total decrease in net assets applicable to common shareholders |
|
(191,224,785 |
) |
|
(32,390,332 |
) |
|
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Shareholders: |
|
|
|
|
|
|
|
Beginning of year |
|
502,714,033 |
|
|
535,104,365 |
|
|
End of year (including undistributed (dividends in excess of) net investment income of $931,725 and $(6,376,628), respectively) |
|
$311,489,248 |
|
|
$502,714,033 |
|
|
|
|
|
|
|
|
|
|
Common Shares Issued in Reinvestment of Dividends and Distributions: |
|
250,253 |
|
|
291,238 |
|
|
See accompanying Notes to Financial Statements. | 10.31.08 | PIMCO Corporate Income Fund Annual Report 15
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
1. Organization and Significant Accounting Policies
PIMCO Corporate Income Fund (the Fund), was organized as a Massachusetts business trust on October 17, 2001. Prior to commencing operations on December 21, 2001, the Fund had no operations other than matters relating to its organization and registration as a diversified, closed-end management investment company registered under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended. Allianz Global Investors Fund Management LLC (the Investment Manager) serves as the Funds Investment Manager and is an indirect, wholly-owned subsidiary of Allianz Global Investors of America L.P. (Allianz Global). Allianz Global is an indirect, majority-owned subsidiary of Allianz SE, a publicly traded European insurance and financial services company. The Fund has an unlimited amount of $0.00001 par value common stock authorized.
The Funds primary investment objective is to seek high current income with capital preservation and capital appreciation as secondary objectives by investing at least 80% of its total assets in a diversified portfolio of U.S. dollar denominated corporate debt obligations and of other income-producing securities.
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
In the normal course of business the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been asserted. However, the Fund expects the risk of any loss to be remote.
In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109 (the Interpretation). The Interpretation establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. Fund management has determined that its evaluation of the Interpretation has resulted in no material impact to the Funds financial statements at October 31, 2008. The Funds federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
In September 2006, FASB issued Statement of Financial Accounting Standards (SFAS) 157, Fair Value Measurements, which clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. Adoption of SFAS 157 requires the use of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. At this time, the Fund is in the process of reviewing SFAS 157 against its current valuation policies to determine the effect the adoption of this standard will have on the Fund.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about a funds derivative and hedging activities. Fund management is currently evaluating the impact the adoption of SFAS 161 will have on the Funds financial statement disclosures.
In September 2008, FASB issued a FASB Staff Position No. 133-1 and FIN 45-4 Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (FSP). FSP requires enhanced transparency of the effect of credit derivatives and guarantees on an issuers financial position, financial performance and cash flows. FSP is effective for fiscal years ending after November 15, 2008. FSP applies to certain credit derivatives, hybrid instruments that have embedded credit derivatives (for example, credit-linked notes), and certain guarantees and it requires additional disclosures regarding credit derivatives with sold protection. Fund management is currently evaluating the impact of this new requirement.
16 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
1. Organization and Significant Accounting Policies (continued)
The following is a summary of significant accounting policies consistently followed by the Fund:
(a) Valuation of Investments
Portfolio securities and other financial instruments for which market quotations are readily available are stated at market value. Market value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or pricing services.
Portfolio securities and other financial instruments for which market quotations are not readily available or if a development/event occurs that may significantly impact the value of a security are fair-valued, in good faith, pursuant to procedures established by the Board of Trustees, or persons acting at their discretion pursuant to procedures established by the Board of Trustees, including certain fixed income securities which may be valued with reference to securities whose prices are more readily available. The Funds investments, including over-the-counter options, are valued daily using prices supplied by an independent pricing service or dealer quotations, or by using the last sale price on the exchange that is the primary market for such securities, or the last quoted mean price for those securities for which the over-the-counter market is the primary market or for listed securities in which there were no sales. Independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. The Funds investments in senior floating rate loans (Senior Loans) for which a secondary market exists will be valued at the mean of the last available bid and asked prices in the market for such Senior Loans, as provided by an independent pricing service. Other Senior Loans are valued at fair value pursuant to procedures approved by the Funds Board of Trustees. At October 31, 2008, no Senior loans were fair valued. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. Short-term securities maturing in 60 days or less are valued at amortized cost, if their original term to maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if the original term to maturity exceeded 60 days. Investments initially valued in currencies other than U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the Net Asset Value (NAV) of the Funds shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the New York Stock Exchange (NYSE) is closed and the NAV may change on days when an investor is not able to purchase or sell shares.
The prices used by the Fund to value securities may differ from the value that would be realized if the securities were sold and these differences could be material to the financial statements. The Funds NAV is normally determined daily as of the close of regular trading (normally, 4:00 p.m. Eastern time) on the NYSE on each day the NYSE is open for business.
(b) Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Interest income is recorded on an accrual basis. Discounts or premiums on debt securities purchased are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Facility fees and other fees (such as origination fees) received by the Fund are amortized as income over the expected term of the senior loan. Commitment fees received by the Fund relating to unfunded purchase commitments are deferred and amortized to facility fee income over the period of the commitment.
(c) Federal Income Taxes
The Fund intends to distribute all of its taxable income and to comply with the other requirements of the U.S. Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required.
(d) Dividends and Distributions Common Stock
The Fund declares dividends from net investment income monthly to common shareholders. Distributions of net realized capital gains, if any, are paid at least annually. The Fund records dividends and distributions to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from generally accepted accounting principles. These book-tax differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal income tax treatment; temporary differences do not require reclassification. To the
10.31.08 | PIMCO Corporate Income Fund Annual Report 17
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
1. Organization and Significant Accounting Policies (continued)
(d) Dividends and Distributions Common Stock (continued)
extent dividends and/or distributions exceed current and accumulated earnings and profits for federal income tax purposes, they are reported as dividends and/or distributions of paid-in-capital in excess of par.
(e) Foreign Currency Translation
The Funds accounting records are maintained in U.S. dollars as follows: (1) the foreign currency market value of investments and other assets and liabilities denominated in foreign currency are translated at the prevailing exchange rate at the end of the period; and (2) purchases and sales, income and expenses are translated at the prevailing exchange rate on the respective dates of such transactions. The resulting net foreign currency gain or loss is included in the Statements of Operations.
The Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments.
However, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain or loss upon the sale or maturity of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations; such amount is categorized as foreign currency gain or loss for both financial reporting and income tax reporting purposes.
(f) Forward Foreign Currency Contracts
A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. The Fund may enter into forward foreign currency contracts for the purpose of hedging against foreign currency risk arising from the investment or anticipated investment in securities denominated in foreign currencies. The Fund may also enter these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The market value of a forward foreign currency contract fluctuates with changes in forward currency exchange rates. All commitments are marked to market daily at the applicable exchange rates and any resulting unrealized appreciation or depreciation is recorded. Realized gains or losses are recorded at the time the forward contract matures or by delivery of the currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
(g) Futures Contracts
A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker an amount of cash or securities equal to the minimum initial margin requirements of the relevant exchange. Pursuant to the contracts, the Fund agrees to receive from or pay to the broker an amount of cash or securities equal to the daily fluctuation in the value of the contracts. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized appreciation or depreciation. When the contracts are closed, the Fund records a realized gain or loss equal to the difference between the value of the contracts at the time they were opened and the value at the time they were closed. Any unrealized appreciation or depreciation recorded is simultaneously reversed. The use of futures transactions involves the risk of an imperfect correlation in the movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts.
(h) Option Transactions
The Fund may purchase and write (sell) put and call options on securities for hedging purposes, risk management purposes or as part of its investment strategies. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options is decreased by the premiums paid.
When an option is written, the premium received is recorded as an asset with an equal liability which is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount
18 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
1. Organization and Significant Accounting Policies (continued)
(h) Option Transactions (continued)
paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchased transactions, as a realized loss. If a call option written by the Fund is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a put option written by the Fund is exercised, the premium reduces the cost basis of the security. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of a written option could result in the Fund purchasing a security at a price different from the current market value.
(i) Interest Rate/Credit Default Swaps
The Fund enters into interest rate and credit default swap contracts (swaps) for investment purposes, to manage its interest rate and credit risk or to add leverage. As a seller in the credit default swap contract, the Fund would be required to pay the notional amount or other agreed-upon value of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the referenced debt obligation. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. Such periodic payments are accrued daily and recorded as realized gain (loss).
The Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held, in which case the Fund would function as the counterparty referenced in the preceding paragraph. As a purchaser of a credit default swap contract, the Fund would receive the notional amount or other agreed upon value of a referenced debt obligation from the counterparty in the event of default by a third party, such as a U.S. or foreign corporate issuer on the referenced debt obligation. In return, the Fund would make periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such periodic payments are accrued daily and recorded as realized gain (loss).
Interest rate swap agreements involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Net periodic payments received (paid) by the Fund are included as part of realized gain (loss) and net periodic payments accrued, but not yet received (paid) are included in change in the unrealized appreciation/depreciation on the Statement of Operations.
Swaps are marked to market daily based upon quotations from brokers or market makers and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Funds Statement of Operations. For a credit default swap sold by the Fund, payment of the agreed upon amount made by the Fund in the event of default of the referenced debt obligation is recorded as the cost of the referenced debt obligation purchased/received. For a credit default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.
Entering into swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in net interest rates.
(j) Senior Loans
The Fund purchases assignments of Senior Loans originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the Agent) for a lending syndicate of financial institutions (the Lender). When purchasing an assignment, the Fund succeeds all the rights and obligations under the loan agreement with the same rights and obligations as the assigning Lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning Lender.
(k) Credit-Linked Trust Certificates
Credit-linked trust certificates are investments in a limited purpose trust or other vehicle formed under state law which, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to the high yield or another fixed income market.
10.31.08 | PIMCO Corporate Income Fund Annual Report 19
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
1. Organization and Significant Accounting Policies (continued)
(k) Credit-Linked Trust Certificates (continued)
Similar to an investment in a bond, investments in credit-linked trust certificates represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the trusts receipt of payments from, and the trusts potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests.
(l) Repurchase Agreements
The Fund may enter into transactions with its custodian bank or securities brokerage firms whereby it purchases securities under agreements to resell at an agreed upon price and date (repurchase agreements). Such agreements are carried at the contract amount in the financial statements. Collateral pledged (the securities received), which consists primarily of U.S. government obligations and asset-backed securities, are held by the custodian bank until maturity of the repurchase agreement. Provisions of the repurchase agreements and the procedures adopted by the Fund require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Fund may be delayed or limited.
(m) Short Sales
Short sale transactions involve the Fund selling securities it does not own in anticipation of a decline in the market price of the securities. The Fund is obligated to deliver securities at the market price at the time the short position is closed. Possible losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.
(n) Interest Expense
Interest expense relates to the Funds liability in connection with floating rate notes held by third parties in conjunction with Inverse Floater transactions. Interest expense is recorded as incurred.
(o) Custody Credits on Cash Balances
The Fund benefits from an expense offset arrangement with its custodian bank whereby uninvested cash balances earn credits which reduce monthly custodian and accounting agent expenses. Had these cash balances been invested in income producing securities, they would have generated income for the Fund.
2. Investment Manager/Sub-Adviser
The Fund has an Investment Management Agreement (the Agreement) with the Investment Manager. Subject to the supervision of the Funds Board of Trustees, the Investment Manager is responsible for managing, either directly or through others selected by it, the Funds investment activities, business affairs and administrative matters. Pursuant to the Agreement, the Investment Manager receives an annual fee, payable on a monthly basis, at the annual rate of 0.75% of the Funds average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding. In order to reduce Fund expenses, the Investment Manager has contractually agreed to waive a portion of its investment management fee at the annual rate of 0.15% of average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding, for the twelve months ended December 31, 2007. On January 1, 2008, the contractual fee waiver was reduced to 0.10% of average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding through December 31, 2008, and for a declining amount thereafter through December 31, 2009.
The Investment Manager has retained its affiliate, Pacific Investment Management Company LLC, (the Sub-Adviser), to manager the Funds investments. Subject to the supervision of the Investment Manager, the Sub-Adviser is responsible for making all of the Funds investment decisions. The Investment Manager, not the Fund, pays a portion of the fees it receives to the Sub-Adviser in return for its services.
3. Investments in Securities
For the year ended October 31, 2008, purchases and sales of investments, other than short-term securities and U.S. government obligations, were $266,874,967 and $373,894,177, respectively. Purchases and sales in U.S. Government obligations were $572,171,987 and $575,972,946, respectively.
20 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
3. Investments in Securities (continued)
(a) Futures contracts outstanding at October 31, 2008:
Type |
|
Contracts |
|
Market |
|
Expiration |
|
Unrealized |
|
|||
Long: |
Euribor Future |
|
33 |
|
$10,158 |
|
6/15/09 |
|
$280,196 |
|
||
|
Euribor Future |
|
15 |
|
4,602 |
|
3/15/10 |
|
98,436 |
|
||
|
Financial Future Euro 90 day |
|
750 |
|
182,597 |
|
9/14/09 |
|
1,893,750 |
|
||
|
Financial Future Euro 90 day |
|
1,200 |
|
291,480 |
|
12/14/09 |
|
2,455,896 |
|
||
|
Financial Future Euro 90 day |
|
1,000 |
|
242,650 |
|
3/15/10 |
|
1,491,540 |
|
||
|
United Kingdom 90 day |
|
125 |
|
24,417 |
|
3/18/09 |
|
607,877 |
|
||
|
United Kingdom 90 day |
|
150 |
|
29,333 |
|
6/17/09 |
|
726,250 |
|
||
|
United Kingdom 90 day |
|
250 |
|
48,835 |
|
9/19/09 |
|
|
861,944 |
|
|
|
|
|
|
|
|
|
|
|
$8,415,889 |
|
||
The Fund pledged cash collateral of $4,405,400 for futures contracts.
(b) Transactions in options written for the year ended at October 31, 2008:
|
|
Contracts/Notional |
|
Premiums |
|
||||
Options outstanding, October 31, 2007 |
|
154,100,700 |
|
$3,489,263 |
|
||||
Options written |
|
29,000,000 |
|
234,091 |
|
||||
Options terminated in closing purchase transactions |
|
(117,400,000 |
) |
(2,686,815 |
) |
||||
Options exercised |
|
(22,000,700 |
) |
(359,037 |
) |
||||
Options expired |
|
|
(21,000,000 |
) |
|
(132,891 |
) |
||
Options outstanding, October 31, 2008 |
|
|
22,700,000 |
|
|
$544,611 |
|
||
(c) Credit default swaps contracts outstanding at October 31, 2008:
Swap |
|
Notional |
|
Termination |
|
Payments |
|
Unrealized |
|
||||
Bank of America: |
|
|
|
|
|
|
|
|
|
||||
Freeport-McMoRan |
|
$3,000 |
|
|
6/20/12 |
|
|
0.90 |
% |
|
$(394,106 |
) |
|
LCDX 10 Index |
|
7,000 |
|
|
6/20/13 |
|
|
3.25 |
% |
|
(601,255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays Bank: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Waste |
|
2,500 |
|
|
6/20/13 |
|
|
3.70 |
% |
|
247,763 |
|
|
Autozone |
|
800 |
|
|
6/20/13 |
|
|
(0.875 |
)% |
|
12,761 |
|
|
Dow Jones CDX 1G-9 5 Year 3-7% |
|
5,000 |
|
|
12/20/12 |
|
|
(7.05 |
)% |
|
1,523,608 |
|
|
Gazprom |
|
4,500 |
|
|
7/20/12 |
|
|
0.63 |
% |
|
(1,374,789 |
) |
|
General Electric |
|
8,800 |
|
|
12/20/12 |
|
|
0.63 |
% |
|
(1,374,450 |
) |
|
Sprint Nextel |
|
2,300 |
|
|
6/20/09 |
|
|
7.15 |
% |
|
49,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bear Stearns: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ford Motor Credit |
|
4,000 |
|
|
6/20/10 |
|
|
5.60 |
% |
|
(880,249 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNP Paribas: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Citigroup |
|
9,600 |
|
|
12/20/12 |
|
|
0.67 |
% |
|
(429,515 |
) |
|
Royal Bank of Scotland |
|
1,500 |
|
|
6/20/13 |
|
|
1.50 |
% |
|
30,891 |
|
|
Royal Bank of Scotland |
|
1,500 |
|
|
6/20/13 |
|
|
2.65 |
% |
|
113,841 |
|
|
10.31.08 | PIMCO Corporate Income Fund Annual Report 21
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
3. Investments in Securities (continued)
Swap |
|
Notional |
|
Termination |
|
Payments |
|
Unrealized |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Citigroup: |
|
|
|
|
|
|
|
|
|
||||
Bear Stearns |
|
$4,100 |
|
9/20/12 |
|
0.48 |
% |
$(95,180 |
) |
||||
Freeport-McMoRan |
|
2,000 |
|
6/20/12 |
|
1.00 |
% |
(256,457 |
) |
||||
GMAC |
|
5,000 |
|
6/20/12 |
|
1.40 |
% |
(2,373,221 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Credit Suisse First Boston: |
|
|
|
|
|
|
|
|
|
||||
Chesapeake Energy |
|
3,000 |
|
6/20/12 |
|
1.01 |
% |
(499,971 |
) |
||||
Ford Motor Credit |
|
4,200 |
|
9/20/09 |
|
3.79 |
% |
(681,697 |
) |
||||
Gazprom |
|
1,500 |
|
11/20/08 |
|
1.00 |
% |
(2,337 |
) |
||||
Qwest Capital Funding |
|
7,000 |
|
12/20/10 |
|
4.56 |
% |
(352,270 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Deutsche Bank: |
|
|
|
|
|
|
|
|
|
||||
AIG |
|
3,400 |
|
12/20/12 |
|
0.90 |
% |
(1,692,739 |
) |
||||
Chesapeake Energy |
|
1,000 |
|
6/20/12 |
|
1.05 |
% |
(165,480 |
) |
||||
Chesapeake Energy |
|
1,600 |
|
3/20/14 |
|
1.32 |
% |
(335,624 |
) |
||||
Dow Jones CDX IG-9 5 Year Index 3-7% |
|
5,000 |
|
12/20/12 |
|
(7.05 |
)% |
1,523,608 |
|
||||
Dow Jones CDX IG-9 5 Year Index 30-100% |
|
8,751 |
|
12/20/12 |
|
0.68 |
% |
30,776 |
|
||||
Dow Jones CDX IG-10 5 Year Index |
|
29,573 |
|
6/20/13 |
|
(1.55 |
)% |
1,301,392 |
|
||||
GMAC |
|
10,500 |
|
9/20/09 |
|
1.50 |
% |
(2,807,318 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Goldman Sachs: |
|
|
|
|
|
|
|
|
|
||||
Bombardier |
|
3,000 |
|
12/20/10 |
|
4.05 |
% |
26,331 |
|
||||
Citigroup |
|
2,000 |
|
12/20/12 |
|
0.77 |
% |
(81,840 |
) |
||||
Citigroup |
|
1,000 |
|
12/20/12 |
|
0.80 |
% |
(39,774 |
) |
||||
Dow Jones CDX IG-9 5 Year Index 3-7% |
|
10,000 |
|
12/20/12 |
|
(7.02 |
)% |
3,055,734 |
|
||||
Dow Jones CDX IG-10 5 Year Index |
|
3,709 |
|
6/20/13 |
|
(1.55 |
)% |
122,208 |
|
||||
Echostar |
|
2,500 |
|
6/20/09 |
|
0.54 |
% |
(35,680 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
JPMorgan Chase: |
|
|
|
|
|
|
|
|
|
||||
Bear Stearns |
|
1,800 |
|
9/20/12 |
|
0.67 |
% |
(29,120 |
) |
||||
Gazprom |
|
9,800 |
|
7/20/12 |
|
0.625 |
% |
(2,995,441 |
) |
||||
Merrill Lynch & Co.: |
|
|
|
|
|
|
|
|
|
||||
Dow Jones CDX IG-9 5 Year Index 25-35% |
|
17,500 |
|
12/20/12 |
|
3.215 |
% |
(2,956,767 |
) |
||||
Dow Jones CDX |
|
2,400 |
|
12/20/13 |
|
(1.50 |
)% |
|
|
||||
El Paso |
|
2,500 |
|
6/20/09 |
|
0.45 |
% |
(62,760 |
) |
||||
Ford Motor |
|
5,000 |
|
6/20/13 |
|
5.00 |
% |
(1,830,644 |
) |
||||
Ford Motor |
|
3,000 |
|
6/20/13 |
|
5.00 |
% |
(1,105,886 |
) |
||||
Gazprom |
|
5,000 |
|
7/20/12 |
|
0.63 |
% |
(1,527,544 |
) |
||||
General Motors |
|
3,000 |
|
6/20/13 |
|
5.00 |
% |
(1,250,542 |
) |
||||
Lyondell Chemical |
|
2,500 |
|
6/20/09 |
|
1.00 |
% |
(192,145 |
) |
||||
Reliant Energy |
|
2,000 |
|
12/20/10 |
|
2.80 |
% |
(224,423 |
) |
||||
Vale Overseas |
|
3,000 |
|
4/20/12 |
|
0.50 |
% |
(272,003 |
) |
||||
22 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
3. Investments in Securities (continued)
Swap |
|
Notional |
|
Termination |
|
Payments |
|
Unrealized |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Morgan Stanley: |
|
|
|
|
|
|
|
|
|
||||
Chesapeake Energy |
|
$2,500 |
|
6/20/09 |
|
0.45 |
% |
$(127,195 |
) |
||||
Citigroup |
|
2,700 |
|
12/20/12 |
|
0.80 |
% |
(107,389 |
) |
||||
Dow Jones CDX IG-10 10 Year Index |
|
135,371 |
|
6/20/18 |
|
(1.50 |
)% |
5,345,511 |
|
||||
Dow Jones CDX IG-9 5 Year Index 30-100% |
|
14,584 |
|
12/20/12 |
|
0.72 |
% |
74,672 |
|
||||
Dynegy Holdings |
|
2,500 |
|
6/20/09 |
|
1.05 |
% |
(67,291 |
) |
||||
Ford Motor Credit |
|
5,000 |
|
9/20/10 |
|
4.05 |
% |
(1,317,643 |
) |
||||
General Motors |
|
1,700 |
|
6/20/13 |
|
5.00 |
% |
(708,641 |
) |
||||
LCDX 10 Index |
|
5,600 |
|
6/20/13 |
|
3.25 |
% |
(481,004 |
) |
||||
MetLife |
|
4,000 |
|
3/20/13 |
|
2.05 |
% |
(379,854 |
) |
||||
MGM |
|
7,000 |
|
12/20/10 |
|
2.55 |
% |
(2,032,662 |
) |
||||
Reliant Energy |
|
2,500 |
|
6/20/09 |
|
1.05 |
% |
(121,135 |
) |
||||
Reliant Energy |
|
5,000 |
|
12/20/10 |
|
2.90 |
% |
(551,493 |
) |
||||
Republic of Indonesia |
|
2,600 |
|
3/20/09 |
|
0.46 |
% |
(44,257 |
) |
||||
Ukraine |
|
2,600 |
|
3/20/09 |
|
0.66 |
% |
(229,786 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Royal Bank of Scotland: |
|
|
|
|
|
|
|
|
|
||||
ARAMARK |
|
2,500 |
|
6/20/12 |
|
2.32 |
% |
(248,319 |
) |
||||
Autozone |
|
3,200 |
|
6/20/13 |
|
(0.92 |
)% |
44,879 |
|
||||
Freeport-McMoRan |
|
1,500 |
|
6/20/09 |
|
0.32 |
% |
(35,399 |
) |
||||
RadioShack Corp. |
|
4,000 |
|
6/20/13 |
|
(1.455 |
)% |
149,752 |
|
||||
Williams Cos. |
|
2,500 |
|
6/20/09 |
|
0.30 |
% |
(29,695 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
UBS: |
|
|
|
|
|
|
|
|
|
||||
LCDX |
|
32,600 |
|
6/20/13 |
|
3.25 |
% |
(2,771,832 |
) |
||||
|
|
|
|
|
|
|
|
$(22,521,953 |
) |
||||
10.31.08 | PIMCO Corporate Income Fund Annual Report 23
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
3. Investments in Securities (continued)
(d) Interest rate swap agreements outstanding at October 31, 2008:
|
|
|
|
|
|
Rate Type |
|
|
|
|||||
Swap Counterparty |
|
Notional |
|
Termination |
|
Payments |
|
Payments |
|
Unrealized |
) |
|||
Bank of America |
|
23,200 |
|
3/18/14 |
|
6-month EUR-LIBOR |
|
4.00% |
|
$(896 |
) |
|||
Barclays Bank |
|
$5,800 |
|
12/17/10 |
|
3-Month USD-LIBOR |
|
4.00% |
|
9,746 |
|
|||
Barclays Bank |
|
£16,500 |
|
3/18/14 |
|
6-Month GBP-LIBOR |
|
5.00% |
|
264,159 |
|
|||
Barclays Bank |
|
2,300 |
|
9/17/18 |
|
5.00% |
|
6-month EUR-LIBOR |
|
(118,412 |
) |
|||
Barclays Bank |
|
$20,000 |
|
12/17/18 |
|
3-Month USD-LIBOR |
|
5.00% |
|
(710,598 |
) |
|||
Barclays Bank |
|
200,000 |
|
12/18/24 |
|
3-Month USD-LIBOR |
|
5.30% |
|
12,957,040 |
|
|||
Barclays Bank |
|
196,000 |
|
12/19/24 |
|
5.70% |
|
3-Month USD-LIBOR |
|
(17,934,526 |
) |
|||
Barclays Bank |
|
160,000 |
|
6/21/25 |
|
3-Month USD-LIBOR |
|
5.70% |
|
23,611,942 |
|
|||
Citigroup |
|
1,500 |
|
12/17/13 |
|
3-Month USD-LIBOR |
|
4.00% |
|
11,854 |
|
|||
Credit Suisse First Boston |
|
11,800 |
|
12/17/38 |
|
5.00% |
|
3-Month USD-LIBOR |
|
172,436 |
|
|||
Deutsche Bank |
|
11,600 |
|
12/17/10 |
|
3-Month USD-LIBOR |
|
4.00% |
|
27,960 |
|
|||
Deutsche Bank |
|
£10,000 |
|
3/18/14 |
|
6-Month GBP-LIBOR |
|
5.00% |
|
508,938 |
|
|||
Goldman Sachs |
|
16,000 |
|
3/18/14 |
|
6-month EUR-LIBOR |
|
4.00% |
|
267,135 |
|
|||
Goldman Sachs |
|
£18,200 |
|
3/18/14 |
|
6-Month GBP-LIBOR |
|
5.00% |
|
337,464 |
|
|||
Goldman Sachs |
|
MXN 56,800 |
|
11/4/16 |
|
28-Day Mexico Interbank TIIE Banxico |
|
8.17% |
|
(404,917 |
) |
|||
Goldman Sachs |
|
£10,500 |
|
7/17/27 |
|
5.628% |
|
6-Month GBP-LIBOR |
|
(1,771,249 |
) |
|||
HSBC Bank |
|
10,200 |
|
12/15/35 |
|
4.00% |
|
6-Month GBP-LIBOR |
|
341,364 |
|
|||
Merrill Lynch & Co. |
|
$34,900 |
|
12/17/09 |
|
3-Month USD-LIBOR |
|
4.00% |
|
244,223 |
|
|||
Merrill Lynch & Co. |
|
925,800 |
|
6/17/10 |
|
3-Month USD-LIBOR |
|
4.00% |
|
15,161,688 |
|
|||
Merrill Lynch & Co. |
|
5,800 |
|
12/17/10 |
|
3-Month USD-LIBOR |
|
4.00% |
|
9,340 |
|
|||
Merrill Lynch & Co. |
|
160,000 |
|
6/19/25 |
|
5.70% |
|
3-Month USD-LIBOR |
|
(14,995,452 |
) |
|||
Morgan Stanley |
|
30,000 |
|
12/17/13 |
|
3-Month USD-LIBOR |
|
4.00% |
|
214,580 |
|
|||
Morgan Stanley |
|
23,300 |
|
12/17/18 |
|
3-Month USD-LIBOR |
|
5.00% |
|
671,519 |
|
|||
Royal Bank of Canada |
|
AUD 6,700 |
|
9/15/11 |
|
6-Month Australian Bank Bill |
|
6.25% |
|
47,380 |
|
|||
Royal Bank of Scotland |
|
$253,800 |
|
2/25/17 |
|
4.38% |
|
3-Month USD-LIBOR |
|
5,969,937 |
|
|||
Royal Bank of Scotland |
|
£10,500 |
|
7/17/27 |
|
6-Month GBP-LIBOR |
|
4.75% |
|
320,601 |
|
|||
Royal Bank of Scotland |
|
$33,200 |
|
12/17/38 |
|
5.00% |
|
3-Month USD-LIBOR |
|
194,520 |
|
|||
UBS |
|
AUD 12,100 |
|
9/15/10 |
|
3-Month Australian Bank Bill |
|
6.00% |
|
|
62,632 |
|
||
|
|
|
|
|
|
|
|
|
|
|
$25,470,408 |
|
||
The Fund received $6,400,000 principal value in U.S. Treasury Bills and $21,750,000 in cash as collateral for derivative contracts.
AUDAustralian Dollar
EUR/Euro
GBP/£Great British Pound
LIBORLondon Inter-Bank Offered Rate
MXNMexican Peso
TIIEInter-Bank Equilibrium Interest Rate
24 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
3. Investments in Securities (continued)
(e) Forward foreign currency contracts outstanding at October 31, 2008:
|
|
U.S. $ Value on |
|
U.S. $ Value |
|
Unrealized |
|
|||||
Purchased: |
6,858,240 Brazilian Real settling 11/4/08 |
|
$3,107,494 |
|
$3,224,827 |
|
$117,333 |
|
||||
|
7,726,800 Brazilian Real settling 12/2/08 |
|
4,514,636 |
|
3,594,585 |
|
(920,051 |
) |
||||
|
8,451,960 Chinese Yuan Renminbi settling 12/9/08 |
|
1,236,557 |
|
1,228,015 |
|
(8,543 |
) |
||||
|
20,575,759 Chinese Yuan Renminbi settling 7/15/09 |
|
3,134,937 |
|
2,942,380 |
|
(192,556 |
) |
||||
|
3,533,000 British Pound settling 11/5/08 |
|
6,160,245 |
|
5,708,073 |
|
(452,172 |
) |
||||
|
3,226,815 Mexican Peso settling 11/19/08 |
|
304,173 |
|
253,347 |
|
(50,826 |
) |
||||
|
3,226,815 Mexican Peso settling 5/19/09 |
|
295,685 |
|
243,111 |
|
(52,574 |
) |
||||
|
6,172,990 Malaysian Ringgit settling 11/12/08 |
|
1,899,488 |
|
1,738,107 |
|
(161,381 |
) |
||||
|
72,480,000 Philippines Peso settling 11/12/08 |
|
1,582,852 |
|
1,481,175 |
|
(101,677 |
) |
||||
|
30,376,000 Philippines Peso settling 2/6/09 |
|
677,345 |
|
619,783 |
|
(57,563 |
) |
||||
|
3,326,700 Polish Zloty settling 11/19/08 |
|
1,412,149 |
|
1,196,661 |
|
(215,488 |
) |
||||
|
1,198,539 Polish Zloty settling 5/6/09 |
|
531,079 |
|
427,878 |
|
(103,201 |
) |
||||
|
61,898,108 Russian Ruble settling 11/19/08 |
|
2,409,001 |
|
2,243,898 |
|
(165,102 |
) |
||||
|
74,257,500 Russian Ruble settling 5/6/09 |
|
3,041,782 |
|
2,393,530 |
|
(648,252 |
) |
||||
|
1,356,827 Singapore Dollar settling 11/19/08 |
|
950,050 |
|
914,751 |
|
(35,299 |
) |
||||
|
644,784 Singapore Dollar settling 11/21/08 |
|
472,658 |
|
434,727 |
|
(37,931 |
) |
||||
|
888,741 Singapore Dollar settling 12/10/08 |
|
622,804 |
|
599,566 |
|
(23,238 |
) |
||||
|
|
|
|
|
|
|
|
|
||||
Sold: |
320,000 Australian Dollar settling 11/6/08 |
|
217,530 |
|
211,078 |
|
6,452 |
|
||||
|
491,000 Australian Dollar settling 11/28/08 |
|
295,012 |
|
323,159 |
|
(28,147 |
) |
||||
|
6,858,240 Brazilian Real settling 11/4/08 |
|
2,820,000 |
|
3,224,827 |
|
(404,827 |
) |
||||
|
8,093,240 Brazilian Real settling 12/2/08 |
|
3,813,523 |
|
3,765,057 |
|
48,467 |
|
||||
|
1,363,000 Canadian Dollar settling 11/5/08 |
|
1,152,760 |
|
1,120,997 |
|
31,763 |
|
||||
|
28,673,150 Chinese Yuan Renminbi settling 7/15/09 |
|
4,070,000 |
|
4,100,326 |
|
(30,326 |
) |
||||
|
7,035,000 Euro settling 12/4/08 |
|
8,871,804 |
|
8,908,777 |
|
(36,974 |
) |
||||
|
7,244,000 British Pound settling 11/3/08 |
|
13,160,175 |
|
11,704,486 |
|
1,455,689 |
|
||||
|
7,244,000 British Pound settling 12/9/08 |
|
11,820,759 |
|
11,679,187 |
|
141,572 |
|
||||
|
3,226,815 Mexican Peso settling 11/19/08 |
|
302,760 |
|
253,347 |
|
49,413 |
|
||||
|
6,209,160 Malaysian Ringgit settling 11/12/08 |
|
1,770,000 |
|
1,748,291 |
|
21,709 |
|
||||
|
72,480,000 Philippines Peso settling 11/12/08 |
|
1,500,000 |
|
1,481,175 |
|
18,825 |
|
||||
|
32,280,000 Philippines Peso settling 2/6/09 |
|
669,709 |
|
658,631 |
|
11,078 |
|
||||
|
3,326,700 Polish Zloty settling 11/19/08 |
|
1,300,000 |
|
1,196,661 |
|
103,339 |
|
||||
|
1,160,200 Polish Zloty settling 5/6/09 |
|
409,675 |
|
414,191 |
|
(4,516 |
) |
||||
|
61,898,108 Russian Ruble settling 11/19/08 |
|
2,518,000 |
|
2,243,898 |
|
274,102 |
|
||||
|
73,096,458 Russian Ruble settling 5/6/09 |
|
2,502,832 |
|
2,356,106 |
|
146,725 |
|
||||
|
2,845,398 Singapore Dollar settling 11/21/08 |
|
1,940,000 |
|
1,918,429 |
|
|
21,571 |
|
|||
|
|
|
|
|
|
|
|
$(1,282,606 |
) |
|||
4. Income Tax Information
For the year ended October 31, 2008, the tax character of dividends paid of $58,204,368 was comprised entirely of ordinary income.
At October 31, 2008, the Fund had no distributable earnings.
For the year ended October 31, 2008, permanent book-tax differences were primarily attributable to the differing treatment of swap payments, foreign currency transactions, consent fees and paydowns. These adjustments were to increase paid-in-capital in excess of par by $35,061, increase undistributed net investment income by $20,070,158 and increase accumulated net realized loss by $20,105,219.
10.31.08 | PIMCO Corporate Income Fund Annual Report 25
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
4. Income Tax Information (continued)
Net investment income and net realized gains differ for financial statement and federal income tax purposes primarily due to the treatment of amounts received under swap agreements. For year ended October 31, 2008, the Fund received $14,403,050 from swap agreements, which are treated as net realized gain (loss) for financial statement purposes and as net income (loss) for federal income tax purposes.
At October 31, 2008, the Fund had a capital loss carryforward of $57,836,620, $1,571,848 of which will expire in 2015 and $56,264,772 of which will expire in 2016, 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 disbursed.
The cost basis of portfolio securities for federal income tax purposes is $785,513,602. Aggregate gross unrealized appreciation for securities in which there is an excess of value over tax cost is $2,854,792; aggregate gross unrealized depreciation for securities in which there is an excess of tax cost over value is $159,086,200; net unrealized depreciation for federal income tax purposes is $156,231,408. The difference between book and tax appreciation is primarily attributable to wash sales.
5. Auction Rate Preferred Shares
The Fund has issued 2,400 shares of Preferred Shares Series M, 2,400 shares of Preferred Shares Series T, 2,400 shares of Preferred Shares Series W, 2,400 shares of Preferred Shares Series TH and 2,400 shares of Preferred Shares Series F, each with a net asset and liquidation value of $25,000 per share plus accrued dividends.
Dividends are accumulated daily at an annual rate (typically re-set every seven days) through auction procedures.
Distributions of net realized capital gains, if any, are paid annually.
For the year ended October 31, 2008, the annualized dividend rates ranged from:
|
|
High |
|
Low |
|
At October 31, 2008 |
|
Series M |
|
5.81% |
|
2.237% |
|
2.402% |
|
Series T |
|
5.81% |
|
1.952% |
|
2.507% |
|
Series W |
|
5.96% |
|
1.862% |
|
1.862% |
|
Series TH |
|
5.86% |
|
1.442% |
|
1.442% |
|
Series F |
|
5.67% |
|
1.577% |
|
1.577% |
|
The Fund is subject to certain limitations and restrictions while Preferred Shares are outstanding. Failure to comply with these limitations and restrictions could preclude the Fund from declaring any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of Preferred Shares at their liquidation value.
Preferred Shares, which are entitled to one vote per share, generally vote together with the common shareholders but vote separately as a class to elect two Trustees and on any matters affecting the rights of the preferred shares.
Since mid-February 2008, holders of auction-rate preferred shares (ARPS) issued by the Fund have been directly impacted by an unprecedented lack of liquidity, which has similarly affected ARPS holders in many of the nations closed-end funds. Since then, regularly scheduled auctions for ARPS issued by the Fund have consistently failed because of insufficient demand (bids to buy shares) to meet the supply (shares offered for sale) at each auction. In a failed auction, ARPS holders cannot sell all, and may not be able to sell any, of their shares tendered for sale. While repeated auction failures have affected the liquidity for ARPS, they do not constitute a default or alter the credit quality of the ARPS, and ARPS holders have continued to receive dividends at the defined maximum rate, the 7-day AA Composite Commercial Paper Rate multiplied by 150% (which is a function of short-term interest rates and typically higher than the rate that would have otherwise been set through a successful auction).
These developments with respect to ARPS have not affected the management or investment policies of the Fund, and the Funds outstanding common shares continue to trade on the NYSE. If the Funds ARPS auctions continue to fail and the maximum rate payable on the ARPS rises as a result of changes in short-term interest rates, returns for the Funds common shareholders could be adversely affected.
26 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
6. Subsequent Common Dividend Declarations
On November 3, 2008, a dividend of $0.10625 per share was declared to common shareholders payable December 1, 2008 to shareholders of record on November 13, 2008.
On December 5, 2008, a dividend of $0.10625 per share was declared to common shareholders payable December 31, 2008 to shareholders of record on December 15, 2008.
7. Legal Proceedings
In June and September 2004, the Investment Manager and certain of its affiliates (including PEA Capital LLC (PEA), Allianz Global Investors Distributors LLC 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 Fund.
Since February 2004, the Investment Manager and certain of its 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 of Maryland. Any potential resolution of these matters may include, but not be limited to, judgments or settlements for damages against the Investment Manager or its affiliates or related injunctions.
The Investment Manager and the Sub-Adviser believe that these matters are not likely to have a material adverse effect on the Fund or on their ability to perform their respective investment advisory activities relating to the Fund.
The foregoing speaks only as of the date hereof.
8. Market and Credit Risk
On September 15, 2008, Lehman Brothers Holdings Inc. filed for protection under Chapter 11 of the United States Bankruptcy Code. On September 19, 2008, a proceeding under the Securities Investor Protection Act (SIPA) was commenced with respect to Lehman Brothers Inc., a broker-dealer. A trustee appointed under SIPA is administering the bankruptcy estate of Lehman Brothers Inc. Lehman Brothers International (Europe) was placed in administration under the UK Insolvency Act on September 15, 2008. Lehman Brothers Special Financing Inc. filed for protection under Chapter 11 of the United States Bankruptcy Code on October 3, 2008. In connection with these filings, the Lehman Brothers group of companies (collectively Lehman Brothers) will be reorganized and/or liquidated in an orderly fashion, subject to court approval. Each Lehman Brothers entity is a separate legal entity that is subject to its own bankruptcy proceeding.
Certain portfolios had select holdings, credit default swap agreements, foreign currency transactions, securities and derivatives transactions outstanding with Lehman Brothers entities as issuer, referenced entity, counterparty or guarantor at the time the relevant Lehman Brothers entity filed for protection or was placed in administration. The security holdings, credit default swap agreements, foreign currency transactions, securities and derivatives transactions associated with Lehman Brothers have been written down to their estimated recoverable values. Anticipated losses for securities and derivatives transactions associated with Lehman Brothers have been incorporated as components of other liabilities on the Statement of Assets and Liabilities and net change in unrealized appreciation (depreciation) on the Statement of Operations. A facilitated auction occurred on October 10, 2008 comprising multiple pre-approved brokerage agencies to determine the estimated recovery rate for holdings and credit default swap agreements with Lehman Brothers Holdings Inc. as referenced entity. These recovery rates have been utilized in determining estimated recovery values. Financial assets and liabilities may be offset and the net amount may be reported in the statement of assets and liabilities where there is a legally enforceable right to set off the recognized amounts and the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts (FIN 39) have been met. As of October 31, 2008, a portion of the receivable for terminated swaps on the statement of assets and liabilities which was due from the early termination
10.31.08 | PIMCO Corporate Income Fund Annual Report 27
PIMCO Corporate Income Fund Notes to Financial Statements
October 31, 2008
8. Market and Credit Risk (continued)
of derivative contracts with Lehman Brothers was netted by cash collateral of $1,000,000 as a result of the application of FIN 39.
The Sub-Adviser has delivered notices of default to the relevant Lehman Brothers entities in accordance with the terms of the applicable agreements. For transactions with Lehman Brothers counterparties, the Sub-Adviser has terminated the trades, has obtained quotations from brokers for replacement trades and, where deemed appropriate, has re-opened positions with new counterparties.
Subsequent Event Partial Redemption of Auction Rate Preferred Shares (ARPS)
On November 26, 2008, the Fund announced that it will redeem, at par, a portion of its ARPS, beginning December 15, 2008 and concluding on December 19, 2008.
The decision to redeem a portion of the Funds ARPS was made by the Funds Board of Trustees at the recommendation of the Funds Investment Manager and Sub-Adviser and is intended to increase asset coverage of the Funds ARPS.
The Fund will redeem, in total, $30,000,000 of its outstanding ARPS ($6,000,000 for each of the five series of ARPS outstanding) at the full liquidation preference of $25,000 per share plus accumulated but unpaid dividends, up to each series respective dates of redemption.
28 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Financial Highlights
For a share of common stock outstanding throughout each year:
|
|
|
|||||||||||||
|
|
Year ended October 31, |
|||||||||||||
|
|
2008 |
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|||||
Net asset value, beginning of year |
|
$13.76 |
|
|
$14.76 |
|
|
$14.63 |
|
|
$15.58 |
|
|
$15.38 |
|
Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
1.24 |
|
|
1.31 |
|
|
1.42 |
|
|
1.30 |
|
|
1.33 |
|
Net realized and unrealized gain (loss) on investments, futures contracts, options written, swaps, unfunded loan commitments and foreign currency transactions |
|
(4.94 |
) |
|
(0.51 |
) |
|
0.43 |
|
|
(0.46 |
) |
|
0.73 |
|
Total from investment operations |
|
(3.70 |
) |
|
0.80 |
|
|
1.85 |
|
|
0.84 |
|
|
2.06 |
|
Dividends and Distributions on Preferred Shares from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.31 |
) |
|
(0.43 |
) |
|
(0.38 |
) |
|
(0.23 |
) |
|
(0.10 |
) |
Net realized gains |
|
|
|
|
|
|
|
|
|
|
(0.01 |
) |
|
(0.01 |
) |
Total dividends and distributions on preferred shares |
|
(0.31 |
) |
|
(0.43 |
) |
|
(0.38 |
) |
|
(0.24 |
) |
|
(0.11 |
) |
Net increase (decrease) in net assets applicable to common shareholders resulting from investment operations |
|
(4.01 |
) |
|
0.37 |
|
|
1.47 |
|
|
0.60 |
|
|
1.95 |
|
Dividends and Distributions to Common Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(1.28 |
) |
|
(1.28 |
) |
|
(1.34 |
) |
|
(1.28 |
) |
|
(1.41 |
) |
Net realized gains |
|
|
|
|
(0.09 |
) |
|
|
|
|
(0.27 |
) |
|
(0.34 |
) |
Total dividends and distributions to common shareholders |
|
(1.28 |
) |
|
(1.37 |
) |
|
(1.34 |
) |
|
(1.55 |
) |
|
(1.75 |
) |
Net asset value, end of year |
|
$8.47 |
|
|
$13.76 |
|
|
$14.76 |
|
|
$14.63 |
|
|
$15.58 |
|
Market price, end of year |
|
$10.00 |
|
|
$14.25 |
|
|
$15.68 |
|
|
$14.92 |
|
|
$15.46 |
|
Total Investment Return (1) |
|
(22.55 |
)% |
|
(0.26 |
)% |
|
15.08 |
% |
|
6.92 |
% |
|
12.32 |
% |
RATIOS/SUPPLEMENTAL DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common shareholders, end of year (000) |
|
$311,489 |
|
|
$502,714 |
|
|
$535,104 |
|
|
$525,728 |
|
|
$556,515 |
|
Ratio of expenses to average net assets including interest expense (2)(3)(5) |
|
1.50 |
% |
|
1.30 |
%(4) |
|
1.16 |
% |
|
1.12 |
% |
|
1.12 |
% |
Ratio of expenses to average net assets, excluding interest expense (2)(3)(5) |
|
1.39 |
% |
|
1.21 |
% |
|
1.13 |
% |
|
1.12 |
% |
|
1.12 |
% |
Ratio of net investment income to average net assets (2)(5) |
|
10.09 |
% |
|
9.11 |
% |
|
9.83 |
% |
|
8.54 |
% |
|
8.95 |
% |
Preferred shares asset coverage per share |
|
$50,953 |
|
|
$66,871 |
|
|
$69,566 |
|
|
$68,791 |
|
|
$71,365 |
|
Portfolio turnover |
|
118 |
% |
|
46 |
% |
|
30 |
% |
|
108 |
% |
|
74 |
% |
(1) |
|
Total investment return is calculated assuming a purchase of common stock at the current market price on the first day and a sale 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. |
(2) |
|
Calculated on the basis of income and expenses applicable to both common and preferred shares relative to the average net assets of common shareholders. |
(3) |
|
Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(o) in Notes to Financial Statements). |
(4) |
|
Interest expense relates to the liability for floating rate notes issued in connection with inverse floater transactions. |
(5) |
|
During the fiscal periods indicated above, the Investment Manager waived a portion of its investment management fee. The effect of such waiver had relative to the average net assets of common shareholders was 0.18%, 0.25%, 0.32%, 0.31%, and 0.31% for the years ended October 31, 2008, October 31, 2007, October 31, 2006, October 31, 2005 and October 31, 2004, respectively. |
10.31.08 | PIMCO Corporate Income Fund Annual Report 29
PIMCO Corporate Income Fund Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
PIMCO Corporate Income Fund:
In our opinion, the accompanying statements of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets applicable to common shareholders and the financial highlights present fairly, in all material respects, the financial position of PIMCO Corporate Income Fund (the Fund) at October 31, 2008, the results of its operations for the year then ended, the changes in its net assets applicable to common shareholders for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 a 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 October 31, 2008 by correspondence with the custodian, brokers and agent banks, provide a reasonable basis for our opinion.
PricewaterhouseCoopers
LLP
New York, New York
December 24, 2008
30 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Annual Shareholder Meeting Results/Appointment of New Trustee (unaudited) |
Annual Shareholder Meeting Results:
The Fund held its annual meeting of shareholders on April 2, 2008. Shareholders voted to re-elect John C. Maney and R. Peter Sullivan III as Trustees as indicated below:
|
|
Affirmative |
|
Withheld |
|
Re-election of John C. Maney Class III to serve until 2011 |
|
33,036,344 |
|
389,994 |
|
Re-election of R. Peter Sullivan III Class III to serve until 2011 |
|
33,027,849 |
|
398,489 |
|
Paul Belica, Robert Connor*, Hans W. Kertess*, William B. Ogden IV continue to serve as Trustees of the Fund. Mr. John J. Dalessandro II served as a Class II Trustee of the Fund until his death on September 14, 2008.
* Preferred Shares Trustee
Appointment of New Trustee:
In May 2008, the Funds Board of Trustees appointed Diana L. Taylor as a Class II Trustee.
10.31.08 | PIMCO Corporate Income Fund Annual Report 31
PIMCO Corporate Income Fund Matters Relating to the Trustees Consideration of the Investment Management and Portfolio Management Agreements (unaudited) |
The Investment Company Act of 1940 requires that both the full Board of Trustees (the Trustees) and a majority of the non-interested (Independent) Trustees, voting separately, approve the Funds Management Agreement (the Advisory Agreement) with the Investment Manager and Portfolio Management Agreement (the Sub-Advisory Agreement, and together with the Advisory Agreement, the Agreements) between the Investment Manager and the Sub-Adviser. The Trustees met on June 10 - 11, 2008 (the contract review meeting) for the specific purpose of considering whether to approve the Advisory Agreement and the Sub-Advisory Agreement. The Independent Trustees were assisted in their evaluation of the Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately from Fund management during the contract review meeting.
Based on their evaluation of factors that they deemed to be material, including those factors described below, the Board of Trustees, including a majority of the Independent Trustees, concluded that the continuation of the Funds Advisory Agreement and the Sub-Advisory Agreement should be approved for a one-year period commencing July 1, 2008.
In connection with their deliberations regarding the continuation of the Agreements, the Trustees, including the Independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. As described below, the Trustees considered the nature, quality, and extent of the various investment management, administrative and other services performed by the Investment Manager or the Sub-Adviser under the applicable Agreement.
In connection with their contract review meeting, the Trustees received and relied upon materials provided by the Investment Manager which included, among other items: (i) information provided by Lipper Inc. (Lipper) on the total return investment performance (based on net assets) of the Funds for various time periods and the investment performance of a group of funds with substantially similar investment classifications/objectives as the Funds identified by Lipper and the performance of applicable benchmark indices, (ii) information provided by Lipper. on the Funds management fees and other expenses and the management fees and other expenses of comparable funds identified by Lipper, (iii) information regarding the investment performance and management fees of comparable portfolios of other clients of the Sub-Adviser, including institutional separate accounts and other clients, (iv) the profitability to the Investment Manager and the Sub-Adviser from their relationship with the Fund for the twelve months ended March 31, 2008, (v) descriptions of various functions performed by the Investment Manager and the Sub-Adviser for the Fund, such as portfolio management, compliance monitoring and portfolio trading practices, and (vi) information regarding the overall organization of the Investment Manager and the Sub-Adviser, including information regarding senior management, portfolio managers and other personnel providing investment management, administrative and other services to the Fund.
The Trustees conclusions as to the continuation of the Agreements were based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.
As part of their review, the Trustees examined the Investment Managers and the Sub-Advisers abilities to provide high quality investment management and other services to the Fund. The Trustees considered the investment philosophy and research and decision-making processes of the Sub-Adviser; the experience of key advisory personnel of the Sub-Adviser responsible for portfolio management of the Fund; the ability of the Investment Manager and the Sub-Adviser to attract and retain capable personnel; the capability and integrity of the senior management and staff of the Investment Manager and the Sub-Adviser; and the level of skill required to manage the Fund. In addition, the Trustees reviewed the quality of the Investment Managers and the Sub-Advisers services with respect to regulatory compliance and compliance with the investment policies of the Fund; the nature and quality of certain administrative services the Investment Manager is responsible for providing to the Fund; and conditions that might affect the Investment Managers or the Sub-Advisers ability to provide high quality services to the Fund in the future under the Agreements, including each organizations respective business reputation, financial condition and operational stability. Based on the foregoing, the Trustees concluded that the Sub-Advisers investment process, research capabilities and philosophy were well suited to the Fund given their investment objectives and policies, and that the Investment Manager and the Sub-Adviser would be able to continue to meet any reasonably foreseeable obligations under the Agreements.
32 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Matters Relating to the Trustees Consideration of the Investment Management and Portfolio Management Agreements (unaudited) |
Based on information provided by Lipper, the Trustees also reviewed the Funds total return investment performance as well as the performance of comparable funds identified by Lipper In the course of their deliberations, the Trustees took into account information provided by the Investment Manager in connection with the contract review meeting, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Funds performance.
In assessing the reasonableness of the Funds fees under the Agreements, the Trustees considered, among other information, the Funds management fee and the total expense ratio as a percentage of average net assets attributable to common shares and the management fee and total expense ratios of comparable funds identified by Lipper.
The Trustees specifically took note of how the Fund compared to its Lipper peers as to performance, management fee expenses and total expenses. The Trustees noted that the Investment Manager had provided a memorandum containing comparative information on the performance and expenses information of the Funds compared to the their Lipper peer categories. The Trustees noted that while the Funds are not charged a separate administration fee, it was not clear whether the peer funds in the Lipper categories were charged such a fee by their investment managers.
The Trustees noted that the Fund outperformed its peer groups low returns but had underperformed its peer groups median and high returns for the one-year, three-year and five-year periods ended March 31, 2008. The Trustees also noted that the Funds expense ratio (after taking into account waivers) was ranked as the second lowest expense ratio among its peer group of four.
After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreements, that they were satisfied with the Investment Managers and the Sub-Advisers responses and efforts relating to investment performance and the comparative positioning of the Fund with respect to the management fee paid to the Investment Manager.
The Trustees also considered the management fees charged by the Sub-Adviser to other clients, including institutional separate accounts with investment strategies similar to those of the Fund. Regarding the institutional separate accounts, they noted that the management fees paid by the Fund was generally higher than the fees paid by these other clients of the Sub-Adviser, but were advised that the administrative burden for the Investment Manager and the Sub-Adviser with respect to the Fund is also relatively higher, due in part to the more extensive regulatory regime to which the Fund was subject in comparison to institutional separate accounts. The Trustees noted that the management fees paid by the Fund was generally higher than the fees paid by the open-end funds offered for comparison but were advised that there are additional portfolio management challenges in managing the Fund, such as the use of leverage and meeting a regular dividend.
The Trustees also took into account that the Fund have preferred shares outstanding, which increases the amount of fees received by the Investment Manager and the Sub-Adviser under the Agreements (because the fees are calculated based on either the Funds net assets or total managed assets, including assets attributable to preferred shares and other forms of leverage outstanding but not deducting any liabilities connected to the leverage). In this regard, the Trustees took into account that the Investment Manager and the Sub-Adviser have a financial incentive for the Fund to continue to have preferred shares outstanding, which may create a conflict of interest between the Investment Manager and the Sub-Adviser, on the one hand, and the Funds common shareholders, on the other. In this regard, the Trustees considered information provided by the Investment Manager and the Sub-Adviser indicating that the Funds use of leverage through preferred shares continues to be appropriate and in the interests of the respective Funds common shareholders.
Based on a profitability analysis provided by the Investment Manager, the Trustees also considered the profitability of the Investment Manager and the Sub-Adviser from its relationship with the Fund and determined that such profitability was not excessive.
The Trustees also took into account that, as closed-end investment companies, the Fund did not currently intend to raise additional assets, so the assets of the Fund would grow (if at all) only through the investment performance of the Fund. Therefore, the Trustees did not consider potential economies of scale as a principal factor in assessing the fee rates payable under the Agreements.
10.31.08 | PIMCO Corporate Income Fund Annual Report 33
PIMCO Corporate Income Fund Matters Relating to the Trustees Consideration of the Investment Management and Portfolio Management Agreements (unaudited) |
Additionally, the Trustees considered so-called fall-out benefits to the Investment Manager and the Sub-Adviser, such as reputational value derived from serving as Investment Manager and Sub-Adviser to the Fund.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the Agreements, that the fees payable under the Agreements represent reasonable compensation in light of the nature and quality of the services being provided by the Investment Manager and Sub-Adviser to the Fund.
34 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate 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. We have developed policies designed to protect this confidentiality, while allowing client needs to be served.
Obtaining Personal 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
As a matter of policy, 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 or as necessary for third parties to perform their agreements with respect to the Fund. 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. In most cases you will be clients of the third party, but 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, the fund may disclose information about a shareholders accounts to a non-affiliated third party with the consent or upon the request of the shareholder.
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 sponsored by us or our affiliates, 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 shareholder non-public personal information. In addition to this policy, the Funds have also implemented procedures that are designed to restrict access to a shareholders 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 Fund has adopted to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30 is available (i) without charge, upon request, by calling the Funds shareholder servicing agent 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.
10.31.08 | PIMCO Corporate Income Fund Annual Report 35
PIMCO Corporate 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 PNC Global Investment Servicing, 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 PNC Global Investment Servicing, 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) |
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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 Fund 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 |
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(2) |
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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 Fund. 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 Fund 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 Fund reserves 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 agent, PNC Global Investment Servicing., P.O. Box 43027, Providence, RI 02940-3027, telephone number (800) 331-1710.
36 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Board of Trustees (unaudited)
Name, Date of Birth, Position(s) Held with Fund, |
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Principal Occupation(s) During Past 5 Years: |
The address of each trustee is 1345 Avenue of the Americas, New York, NY 10105. |
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Hans W. Kertess |
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President, H. Kertess & Co., a financial advisory company. Formerly, Managing Director, Royal Bank of Canada Capital Markets. |
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Paul Belica |
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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 & Wyns-stone Fund LLC. |
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Robert E. Connor |
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Retired. Formerly, Senior Vice President, Corporate Office, Smith Barney Inc. |
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William B. Ogden, IV |
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Asset Management Industry Consultant; Formerly, Managing Director, Investment Banking Division of Citigroup Global Markets Inc. |
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R. Peter Sullivan III |
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Retired. Formerly, Managing Partner, Bear Wagner Specialists LLC, specialist firm on the New York Stock Exchange. |
10.31.08 | PIMCO Corporate Income Fund Annual Report 37
PIMCO Corporate Income Fund Board of Trustees (unaudited) (continued)
Name, Date of Birth, Position(s) Held with Fund, |
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Principal Occupation(s) During Past 5 Years: |
Diana L. Taylor |
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Managing Director, Wolfensohn & Co., 2007-present; Superintendent of Banks, State of New York, 2003-2007. |
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John C. Maney |
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Management Board of Allianz Global Investors Fund Management LLC; Management Board and Managing Director of Allianz Global Investors of America L.P. since January 2005 and also Chief Operating Officer of Allianz Global Investors of America L.P. since November 2006; Formerly, Executive Vice President and Chief Financial Officer of Apria Healthcare Group, Inc. (1998-2001). |
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Mr. Maney is an interested person of the Fund 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, Allianz Global Investors of America L.P. and Allianz Global Investors of America Holdings Inc.; Chief Financial Officer of Allianz Global Investors Managed Accounts LLC and Allianz Global Investors NY Holdings LLC; Managing Director and Chief Financial Officer of Allianz Hedge Fund Partners Holding L.P. and Allianz-Pac Life Partner LLC; Chief Financial Officer of Allianz Global Investors Advertising Agency Inc.; Managing Director and Chief Financial Officer of Allianz Global Investors U.S. Retail LLC and Allianz Hedge Fund Partners Holding L.P.; Chief Financial Officer of Allianz Hedge Fund Partners L.P.; Chief Financial Officer of Allianz Hedge Fund Partners Inc., Alpha Vision LLC, Alpha Vision Capital Management LLC, NFJ Investment Group L.P., NFJ Management Inc., Nicholas-Applegate Capital Management LLC, Nicholas-Applegate Holdings LLC, Nicholas-Applegate Securities LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, Pacific Investment Management Company LLC, PIMCO Australia Pty Ltd, PIMCO Canada Holding LLC, PIMCO Canada Management Inc., PIMCO Canada Corp., PIMCO Europe Limited, PIMCO Global Advisors LLC, PIMCO Global Advisors (Resources) Limited and StocksPLUS Management, Inc.; and Executive Vice President and Chief Financial Officer of PIMCO Japan Ltd. |
Further information about certain of the Funds Trustees is available in the Funds Statements of Additional Information, dated February 14, 2002, which can be obtained upon request, without charge, by calling the Funds shareholder servicing agent at (800) 331-1710.
38 PIMCO Corporate Income Fund Annual Report | 10.31.08
PIMCO Corporate Income Fund Fund Officers (unaudited)
Name, Date of Birth, Position(s) Held with Fund. |
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Principal Occupation(s) During Past 5 Years: |
Brian S. Shlissel |
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Executive Vice President, Director of Fund Administration, Allianz Global Investors Fund Management LLC; Director of 6 funds in the Fund Complex; President and Chief Executive Officer of 35 funds in the Fund Complex; treasurer; Principal Financial and Accounting Officer of 41 funds in the Fund Complex and The Korea Fund, Inc. |
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Lawrence G. Altadonna |
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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 41 funds in the Fund Complex and The Korea Fund, Inc. |
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Thomas J. Fuccillo |
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Executive Vice President, Senior Counsel, Allianz Global Investors of America L.P.; Executive Vice President and Chief Legal Officer, Allianz Global Investors Fund Management LLC and Allianz Global Investors Solutions LLC; Vice President, Secretary and Chief Legal Officer of 76 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 (1991-2004). |
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Scott Whisten |
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Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 76 funds in the Fund Complex. Formerly, Accounting Manager, Prudential Investments (2002-2005). |
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Richard J. Cochran |
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Vice President, Allianz Global Investors Fund Management LLC, Assistant Treasurer of 76 Funds in the Funds Complex. Formerly, Tax Manager, Teacher Insurance Annuity Association/College Retirement Equity Fund (2002-2008). |
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Youse E. Guia |
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Senior Vice President, Group Compliance Manager, Allianz Global Investors of America L.P., Chief Compliance Officer of 76 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). |
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William V. Healey |
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Executive Vice President and Chief Legal Officer, 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., Allianz Global Investors Managed Accounts LLC, Allianz Global Investors U.S. Retail LLC and OpCap Advisors LLC. Assistant Secretary of 76 funds in the Fund Complex; formerly, Chief Legal Officer, Vice President and Associate General Counsel of The Prudential Insurance Company of America (1998-2005). |
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Richard H. Kirk |
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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 76 funds in the Fund Complex; formerly, Vice President, Counsel, The Prudential Insurance Company of America/American Skandia (2002-2004). |
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Kathleen A. Chapman |
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Assistant Secretary of 76 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 |
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Assistant Secretary of 76 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). |
Officers hold office at the pleasure of the Board and until their successors are appointed and qualified or until their earlier resignation or removal.
10.31.08 | PIMCO Corporate Income Fund Annual Report 39
Trustees and Fund Officers
Hans W. Kertess |
Brian S. Shlissel |
Trustee, Chairman of the Board of Trustees |
President & Chief Executive Officer |
Paul Belica |
Lawrence G. Altadonna |
Trustee |
Treasurer, Principal Financial & Accounting Officer |
Robert E. Connor |
Thomas J. Fuccillo |
Trustee |
Vice President, Secretary & Chief Legal Officer |
John C. Maney |
Scott Whisten |
Trustee |
Assistant Treasurer |
William B. Ogden, IV |
Richard J. Cochran |
Trustee |
Assistant Treasurer |
R. Peter Sullivan III |
Youse E. Guia |
Trustee |
Chief Compliance Officer |
Diana L. Taylor |
William V. Healey |
Trustee |
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 |
Investment Manager
Allianz
Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, NY 10105
Sub-Adviser
Pacific
Investment Management Company LLC
840 Newport Center Drive
Newport Beach, CA 92660
Custodian & Accounting Agent
State
Street Bank & Trust Co.
801 Pennsylvania
Kansas City, MO 64105-1307
Transfer Agent, Dividend Paying Agent and Registrar
PNC
Global Investment Servicing
P.O. Box 43027
Providence, RI 02940-3027
Independent Registered Public Accounting Firm
PricewaterhouseCoopers
LLP
300 Madison Avenue
New York, NY 10017
Legal Counsel
Ropes &
Gray LLP
One International Place
Boston, MA 02210-2624
This report, including the financial information herein, is transmitted to the shareholders of PIMCO Corporate Income Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of its fiscal year on Form N-Q. The Funds Form N-Q is available on the SECs website at www.sec.gov and may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The information on Form N-Q is also available on the Funds website at www.allianzinvestors.com/closedendfunds.
On April 15, 2008, the 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 Fund 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 Funds disclosure controls and procedures and internal control over financial reporting, as applicable.
Information on the Fund is available at www.allianzinvestors.com/closedendfunds or by calling the Funds shareholder servicing agent at (800) 331-1710.
ITEM 2. CODE OF ETHICS
(a) |
As of the end of the period covered by this report, the registrant has adopted a code of ethics (the Section 406 Standards for Investment Companies Ethical Standards for Principal Executive and Financial Officers) that applies to the 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.CODE ETH hereto. |
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(b) |
During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above. |
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(c) |
During the period covered by this report, there were not any waivers or implicit waivers to a provision of the code of ethics adopted in 2(a) above. |
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The 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) |
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 $63,000 in 2007 and $69,000 in 2008. |
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b) |
Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the principal accountant that are reasonably related to the performance of the audit registrants financial statements and are not reported under paragraph (e) of this Item were $16,000 in 2007 and $16,000 in 2008. These services consist of accounting consultations, agreed upon procedure reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares), attestation reports and comfort letters. |
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c) |
Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax service and tax planning (Tax Services) were $13,500 in 2007 and $14,175 in 2008. 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) |
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) |
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 |
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and financial reporting of the Registrant. The Registrants policy is stated below. |
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PIMCO Corporate Income Fund (the Fund) |
AUDIT OVERSIGHT COMMITTEE POLICY FOR PRE-APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT ACCOUNTANTS
The Funds Audit Oversight Committee (Committee) is charged with the oversight of the Funds financial reporting policies and practices and their internal controls. As part of this responsibility, the Committee must pre-approve any independent accounting 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 FUND
On an annual basis, the Funds Committee will review and pre-approve the scope of the audit 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 Funds (but not including any sub-adviser whose role is primarily portfolio management and is sub-contracted by the investment manager) (the Investment Manager) and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Fund (including affiliated sub-advisers to the Fund), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund (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:
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(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; |
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(2) |
Such services were not recognized by the Fund at the time of the engagement for such services to be non-audit services; and |
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(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. |
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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. |
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f) |
Not applicable |
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g) |
Non-audit fees. The aggregate non-audit fees billed by the Auditor for services rendered to |
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the Registrant, and rendered to the Adviser, for the 2007 Reporting Period was $2,798,824 and the 2008 Reporting Period was $3,925,147. |
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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 and 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.
PIMCO CORPORATE INCOME FUND
(the TRUST)
PROXY VOTING POLICY
1. 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 a Trusts 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, each Trusts policy shall be to delegate proxy voting responsibility to those entities with portfolio management responsibility for the Trust.
2. 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. AGIFMs Proxy Voting Policy Summary is attached as Appendix A hereto. A summary of the detailed proxy voting policy of PIMCO, the Trusts 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 policy.
3. The party voting the proxies (i.e., the sub-adviser) shall vote such proxies in accordance with such partys proxy voting policies and, to the extent consistent with such policies, may rely on information and/or recommendations supplied by others.
4. 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.
5. The party voting the proxy shall: (i) maintain such records and provide such voting information as is required for the Trusts 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 Trusts Chief Compliance Officer.
6. This Proxy Voting Policy Statement (including Appendix B), the Proxy Voting Policy Summary of AGIFM and summary of the detailed proxy voting policy of PIMCO, the sub-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 Trusts website at www.allianzinvestors.com. In addition, to the extent required by applicable law or determined by the Trusts Chief Compliance Officer or Board of Trustees, the Proxy Voting Policy Summary of AGIFM and summary of the detailed proxy voting policy of PIMCO, the Trusts sub-adviser with proxy voting authority shall also be included in the Trusts Registration Statements or Form N-CSR filings.
Appendix A
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC (AGIFM)
1. 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, AGIFMs policy shall be to delegate proxy voting responsibility to those entities with portfolio management responsibility for the funds.
2. 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.
3. The party voting the proxies (e.g., the sub-adviser) shall vote such proxies in accordance with such partys proxy voting policies and, to the extent consistent with such policies, may rely on information and/or recommendations supplied by others.
4. 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.
5. 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.
6. 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 funds 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.
Appendix B
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
Pacific Investment Management Company LLC (PIMCO) has adopted written proxy voting policies and procedures (Proxy Policy) as required by Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. PIMCO has implemented the Proxy Policy for each of its clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that clients proxies. Recognizing that proxy voting is a rare event in the realm of fixed income investing and is typically limited to solicitation of consent to changes in features of debt securities, the Proxy Policy also applies to any voting rights and/or consent rights of PIMCO, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures.
The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCOs clients. Each proxy is voted on a case-bycase basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. In general, PIMCO reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. PIMCO may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or its shareholders.
PIMCO will supervise and periodically review its proxy voting activities and implementation of the Proxy Policy. PIMCO will review each proxy to determine whether there may be a material conflict between PIMCO and its client. If no conflict exists, the proxy will be forwarded to the appropriate portfolio manager for consideration. If a conflict does exist, PIMCO will seek to resolve any such conflict in accordance with the Proxy Policy. PIMCO seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, PIMCO will seek to resolve such conflict in the clients best interest by pursuing any one of the following courses of action: (i) convening a committee to assess and resolve the conflict; (ii) voting in accordance with the instructions of the client; (iii) voting in accordance with the recommendation of an independent third-party service provider; (iv) suggesting that the client engage another party to determine how the proxy should be voted; (v) delegating the vote to a third-party service provider; or (vi) voting in accordance with the factors discussed in the Proxy Policy.
Clients may obtain a copy of PIMCOs written Proxy Policy and the factors that PIMCO may consider in determining how to vote a clients proxy. Except as required by law, PIMCO will not disclose to third parties how it voted on behalf of a client. However, upon request from an appropriately authorized individual, PIMCO will disclose to its clients or the entity delegating the voting authority to PIMCO for such clients, how PIMCO voted such clients proxy. In addition, a client may obtain copies of PIMCOs Proxy Policy and information as to how its proxies have been voted by contacting PIMCO.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a)(1)
As of January 8 2009, the following individual has primary responsibility for the day-to-day implementation of the PIMCO Income Fund (PCN), (the Fund):
Mark Kiesel
Mr. Kiesel has been the portfolio manager for the Fund since March 2005. Mr. Kiesel, an executive vice president of PIMCO in the Newport Beach office, is a generalist portfolio manager, and a senior member of the investment strategy and portfolio management group. He also heads the investment-grade corporate bond desk and manages corporate portfolios for the firm. He joined PIMCO in 1996, and previously served as PIMCOs head of equity derivatives and as a senior credit analyst. He has 14 years of investment experience and holds an MBA from the University of Chicago Graduate School of Business. He received his undergraduate degree from the University of Michigan.
(a)(2)
The following summarizes information regarding each of the accounts, excluding the respective Fund managed by the Portfolio Manager as of October 31, 2008, including accounts managed by a team, committee, or other group that includes the Portfolio Manager. Unless mentioned otherwise, the advisory fee charged for managing each of the accounts listed below is not based on performance.
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Registered Investment |
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Other Pooled Investment |
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Other Accounts |
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PM |
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Fund |
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# |
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AUM($million) |
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# |
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AUM($million) |
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# |
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AUM($million) |
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Mark Kiesel |
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PCN |
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6 |
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8,191.57 |
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12 |
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4,330.05 |
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30 |
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5,119.90 |
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From time to time, potential conflicts of interest may arise between a portfolio managers management of the investments of a fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the funds, track the same index a fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the funds. The other accounts might also have different investment objectives or strategies than the funds.
Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of a fund. Because of their positions with the funds, the portfolio managers know the size, timing and possible market impact of a funds trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a fund.
Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Under PIMCOs allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCOs investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the funds and certain pooled investment vehicles, including investment opportunity allocation issues.
Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the funds and such other accounts on a fair and equitable basis over time.
(a) (3)
As of October 31, 2008, the following explains the compensation structure of the individual that shares primary responsibility for day-to-day portfolio management of the Fund:
PIMCO has adopted a Total Compensation Plan for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firms mission statement. The Total Compensation Plan includes a significant incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, a bonus, and may include a retention bonus. Portfolio managers who are Managing Directors of PIMCO also receive compensation from PIMCOs profits. Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCOs deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employees compensation. PIMCOs contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.
Salary and Bonus. Base salaries are determined by considering an individual portfolio managers experience and expertise and may be reviewed for adjustment annually. Portfolio managers are entitled to receive bonuses, which may be significantly more than their base salary, upon attaining certain performance objectives based on predetermined measures of group or department success. These goals are specific to individual portfolio managers and are mutually agreed upon annually by each portfolio manager and his or her manager. Achievement of these goals is an important, but not exclusive, element of the bonus decision process.
In addition, the following non-exclusive list of qualitative criteria (collectively, the Bonus Factors) may be considered when determining the bonus for portfolio managers:
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3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager (including the funds) and relative to applicable industry peer groups; |
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Appropriate risk positioning that is consistent with PIMCOs investment philosophy and the Investment Committee/CIO approach to the generation of alpha; |
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Amount and nature of assets managed by the portfolio manager; |
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Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion); |
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Generation and contribution of investment ideas in the context of PIMCOs secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis; |
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Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager; |
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Contributions to asset retention, gathering and client satisfaction; |
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Contributions to mentoring, coaching and/or supervising; and |
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Personal growth and skills added. |
A portfolio managers compensation is not based directly on the performance of any fund or any other account managed by that portfolio manager. Final bonus award amounts are determined by the PIMCO Compensation Committee.
Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan (Cash Bonus Plan), which provides cash awards that appreciate or depreciate based upon the performance of PIMCOs parent company, Allianz Global Investors, and PIMCO over a three-year period. The aggregate amount available for distribution to participants is based upon Allianz Global Investors profit growth and PIMCOs profit growth. Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the payment of benefits from the Cash Bonus Plan, is contingent upon continued employment at PIMCO.
Key employees of PIMCO, including certain Managing Directors, Executive Vice Presidents, and Senior Vice Presidents, are eligible to participate in the PIMCO Class M Unit Equity Participation Plan, a long-term equity plan. The Class M Unit Equity Participation Plan grants options on PIMCO equity that vest in years three, four and five. Upon vesting, the options will convert into PIMCO M Units, which are non-voting common equity of PIMCO. M Units pay out quarterly distributions equal to a pro-rata share of PIMCOs net profits. There is no assured liquidity and they may remain outstanding perpetually.
Profit Sharing Plan. Instead of a bonus, portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCOs net profits. Portfolio managers who are Managing Directors receive an amount determined by the Partner Compensation Committee, based upon an individuals overall contribution to the firm and the Bonus Factors. Under his employment agreement, William Gross receives a fixed percentage of the profit sharing plan.
Allianz Transaction Related Compensation. In May 2000, a majority interest in the predecessor holding company of PIMCO was acquired by a subsidiary of Allianz AG (currently known as Allianz SE) (Allianz). In connection with the transaction, Mr. Gross received a grant of restricted stock of Allianz, the last of which vested on May 5, 2005.
Portfolio managers who are Managing Directors also have long-term employment contracts, which guarantee severance payments in the event of involuntary termination of a Managing Directors employment with PIMCO.
(a)(4)
The following summarizes the dollar range of securities the portfolio manager for the Fund beneficially owned of the Fund that he managed as of 10/31/08.
PIMCO Corporate Income Fund
Portfolio Manager |
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Dollar Range of Equity Securities in the Fund |
Mark Kiesel |
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None |
ITEM 9.
Purchase 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 occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially 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) PIMCO Corporate Income Fund |
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By |
/s/ Brian S. Shlissel |
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President and Chief Executive Officer |
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Date January 8, 2009 |
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By |
/s/ Lawrence G. Altadonna |
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Treasurer, Principal Financial & Accounting Officer |
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Date January 8, 2009 |
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By |
/s/ Brian S. Shlissel |
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President and Chief Executive Officer |
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Date January 8, 2009 |
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By |
/s/ Lawrence G. Altadonna |
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Treasurer, Principal Financial & Accounting Officer |
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Date January 8, 2009 |
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