UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number |
811-21311 |
|||||||
|
||||||||
PIMCO High Income Fund |
||||||||
(Exact name of registrant as specified in charter) |
||||||||
|
||||||||
1345 Avenue of the Americas, New York, |
|
New York 10105 |
||||||
(Address of principal executive offices) |
|
(Zip code) |
||||||
|
||||||||
Lawrence G. Altadonna - 1345 Avenue of the Americas, New York, New York 10105 |
||||||||
(Name and address of agent for service) |
||||||||
|
||||||||
Registrants telephone number, including area code: |
212-739-3371 |
|
||||||
|
||||||||
Date of fiscal year end: |
March 31, 2007 |
|
||||||
|
||||||||
Date of reporting period: |
March 31, 2007 |
|
||||||
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. Schedule of Investments
PIMCO High Income Fund
Annual Report
March 31, 2007
|
|
Contents |
|
|
|
||
Letter to Shareholders |
1 |
||
|
|
||
Performance & Statistics |
2 |
||
|
|
||
|
Schedule of Investments |
3-11 |
|
|
|
|
|
|
Statement of Assets and Liabilities |
12 |
|
|
|
|
|
|
Statement of Operations |
13 |
|
|
|
|
|
|
Statement of Changes in Net Assets |
14 |
|
|
|
|
|
|
Notes to Financial Statements |
15-24 |
|
|
|
|
|
|
Financial Highlights |
25 |
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm |
26 |
|
|
|
|
|
|
Tax Information/Annual Shareholder Meeting Results/Corporate Changes |
27 |
|
|
|
|
|
|
Privacy Policy/Proxy Voting Policies & Procedures |
28 |
|
|
|
|
|
|
Dividend Reinvestment Plan |
29 |
|
|
|
|
|
|
Board of Trustees |
30-31 |
|
|
|
|
|
|
Principal Officers |
32 |
PIMCO High Income Fund Letter to Shareholders
May 1, 2007
Dear Shareholder:
We are pleased to provide you with the annual report for PIMCO High Income Fund (the Fund) for the fiscal year ended March 31, 2007.
During the period, higher-income US bonds outperformed the broad bond market. The Merrill Lynch High Yield Master II Index returned 11.1% in the period, compared with the Lehman Brothers Aggregate Bond Index return of 6.59%.
For performance and specific information on the Fund please refer to the following pages. 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 Pacific Investment Management Company LLC, the Funds sub-adviser, we thank you for investing with us.
We remain dedicated to serving your financial needs.
Sincerely,
|
|
Hans W. Kertess |
Brian S. Shlissel |
|
|
Chairman |
President & Chief Executive Officer |
|
|
3.31.07 | PIMCO High Income Fund Annual Report 1
PIMCO High Income Fund Performance & Statistics
March 31, 2007
For the fiscal year ended March 31, 2007, the Fund had a net asset value (NAV) return of 14.04% and a market price return of 19.29%.
Security selection in the consumer cyclical sector 11.4% was a significant contributor to performance, as auto-related bonds 9.7% led the broader industry category higher.
Security selection and increasing exposure to the healthcare sector 9.3% in the last six months of the period was a strong positive as these bonds have come off their mid-2006 lows and posted strong returns.
A relative large weight to the telecom sector 12.3% and an emphasis on wirelines 8.7% which significantly outpaced wireless, benefited the Funds performance.
An emphasis on pipelines 6.7% within the energy sector, which outperformed the broader sector by 200 basis points, was a boost to performance.
As utilities underperformed the high yield market, a relatively large exposure to the sector 7.2% detracted from performance.
Within media, a relatively small weight to the publishing sector 3.6% weighed on returns as these bonds outperformed.
An emphasis on B-rated issues 71.0% within the high yield market added to performance as these bonds outperformed BB-rated bonds by about 150 basis points.
Total Return(1): |
|
Market Price |
|
Net Asset Value (NAV) |
|
||
1 year |
|
19.29 |
% |
|
14.04 |
% |
|
3 year |
|
15.38 |
% |
|
11.62 |
% |
|
Commencement of Operations (4/30/03) to 3/31/07 |
|
13.53 |
% |
|
13.20 |
% |
|
Market Price/NAV: |
|
|
Commencement of Operations (4/30/03) to 3/31/07 |
Market Price |
$15.96 |
|
NAV |
$15.19 |
Premium to NAV |
5.07% |
|
Market Price Yield(2) |
9.16% |
|
|
||
|
(1) Past performance is no guarantee of future results. Total return is determined by subtracting the initial investment from the value at the end of the period and dividing the remainder by the initial investment and expressing the result as a percentage. The calculation assumes that all income dividends and capital gain distributions have been reinvested at prices obtained under the Funds dividend reinvestment plan. Total return does not reflect broker commissions or sales charges. Total return for a period of less than one year is not annualized. Total return for a period of more than one year represents the average annual total return.
An investment in the Fund involves risk, including the loss of principal. Investment return, price, yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is total assets applicable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.
(2) Market Price Yield is determined by dividing the annualized current monthly per share dividend to common shareholders by the market price per common share at March 31, 2007.
2 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Schedule of Investments
March 31, 2007
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
|||
CORPORATE BONDS & NOTES 90.5% |
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||
Aerospace 0.2% |
|
|
|
|
|
|||||||
$ |
5,600 |
|
Armor Holdings, Inc., 8.25%, 8/15/13 |
|
B1/B+ |
|
$ |
5,908,000 |
|
|||
Airlines 1.1% |
|
|
|
|
|
|||||||
8,760 |
|
American Airlines, Inc., pass thru certificates, |
|
Baa3/BB+ |
|
9,269,175 |
|
|||||
|
|
Continental Airlines, Inc., pass thru certificates, |
|
|
|
|
|
|||||
13,348 |
|
6.92%, 4/2/13, 97-5A 9 (a) (b) (g) |
|
NR/NR |
|
13,161,290 |
|
|||||
4,105 |
|
7.373%, 6/15/17, Ser. 01-1 |
|
Ba1/BB+ |
|
4,127,860 |
|
|||||
1,917 |
|
8.307%, 10/2/19, Ser. 00-2 |
|
Ba2/BB- |
|
1,999,603 |
|
|||||
3,250 |
|
Northwest Airlines, Inc., pass thru certificates, |
|
Caa1/CCC |
|
3,256,505 |
|
|||||
289 |
|
United Air Lines, Inc., pass thru certificates, |
|
Aaa/BBB |
|
293,398 |
|
|||||
|
|
|
|
|
|
32,107,831 |
|
|||||
Automotive 4.6% |
|
|
|
|
|
|||||||
15,475 |
|
ArvinMeritor, Inc., 8.75%, 3/1/12 |
|
B1/B+ |
|
16,055,312 |
|
|||||
5,375 |
|
Cooper-Standard Automotive, Inc., 7.00%, 12/15/12 |
|
B3/CCC+ |
|
5,039,063 |
|
|||||
23,250 |
|
Ford Motor Co., 7.45%, 7/16/31 |
|
Caa1/CCC+ |
|
18,105,938 |
|
|||||
|
|
General Motors Corp., |
|
|
|
|
|
|||||
17,200 |
|
8.25%, 7/15/23 |
|
Caa1/B- |
|
15,566,000 |
|
|||||
3,000 |
|
8.80%, 3/1/21 |
|
Caa1/B- |
|
2,865,000 |
|
|||||
20,000 |
|
9.40%, 7/15/21 |
|
Caa1/B- |
|
19,700,000 |
|
|||||
|
|
Goodyear Tire & Rubber Co., |
|
|
|
|
|
|||||
12,300 |
|
9.00%, 7/1/15 |
|
B2/B- |
|
13,560,750 |
|
|||||
7,000 |
|
11.25%, 3/1/11 |
|
B2/B- |
|
7,726,250 |
|
|||||
|
|
Tenneco Automotive, Inc., |
|
|
|
|
|
|||||
14,000 |
|
8.625%, 11/15/14 |
|
B3/B |
|
14,665,000 |
|
|||||
14,025 |
|
10.25%, 7/15/13, Ser. B |
|
Ba3/B+ |
|
15,357,375 |
|
|||||
500 |
|
TRW Automotive, Inc., 9.375%, 2/15/13 |
|
B1/BB- |
|
539,755 |
|
|||||
|
|
|
|
|
|
129,180,443 |
|
|||||
Building/Construction 0.5% |
|
|
|
|
|
|||||||
|
|
Ahern Rentals, Inc., |
|
|
|
|
|
|||||
5,000 |
|
9.25%, 8/15/13 |
|
B3/B |
|
5,243,750 |
|
|||||
6,000 |
|
9.25%, 8/15/13 (d) |
|
B3/B |
|
6,292,500 |
|
|||||
|
2,000 |
|
Grohe Holding GmbH, 8.625%, 10/1/14 |
|
B3/CCC+ |
|
2,748,825 |
|
||||
|
|
|
|
|
|
14,285,075 |
|
|||||
Chemicals 3.2% |
|
|
|
|
|
|||||||
|
|
ARCO Chemical Co., |
|
|
|
|
|
|||||
$ |
3,808 |
|
9.80%, 2/1/20 |
|
B1/B+ |
|
4,464,880 |
|
||||
2,000 |
|
10.25%, 11/1/10 |
|
B1/B+ |
|
2,230,000 |
|
|||||
15,000 |
|
Equistar Chemicals L.P., 10.125%, 9/1/08 |
|
B1/BB- |
|
15,862,500 |
|
|||||
21,925 |
|
Ineos Group Holdings PLC, 8.50%, 2/15/16 (d) |
|
B2/B- |
|
21,102,812 |
|
|||||
|
|
Lyondell Chemical Co., |
|
|
|
|
|
|||||
4,150 |
|
8.00%, 9/15/14 |
|
B1/B+ |
|
4,367,875 |
|
|||||
3,825 |
|
8.25%, 9/15/16 |
|
B1/B+ |
|
4,111,875 |
|
|||||
15,300 |
|
Nalco Co., 8.875%, 11/15/13 |
|
B3/B- |
|
16,332,750 |
|
|||||
13,660 |
|
PQ Corp., 7.50%, 2/15/13 |
|
B3/B- |
|
13,864,900 |
|
|||||
6,500 |
|
Rockwood Specialties Group, Inc., 7.50%, 11/15/14 |
|
B3/B- |
|
6,630,000 |
|
|||||
|
|
|
|
|
|
88,967,592 |
|
|||||
Commercial Products 1.9% |
|
|
|
|
|
|||||||
12,150 |
|
Aramark Corp., 8.50%, 2/1/15 (d) |
|
B3/B- |
|
12,696,750 |
|
|||||
3.31.07 | PIMCO High Income Fund Annual Report 3
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
||
|
|
|
|
|
|
|
|
||||
Commercial Products (continued) |
|
|
|
|
|
||||||
$ |
19,800 |
|
Hertz Corp., 8.875%, 1/1/14 |
|
B1/B |
|
$ |
21,433,500 |
|
||
18,000 |
|
Reynolds American, Inc., 7.75%, 6/1/18 |
|
Ba2/BB |
|
19,512,144 |
|
||||
|
|
|
|
|
|
53,642,394 |
|
||||
Computer Services 1.3% |
|
|
|
|
|
||||||
|
|
SunGard Data Systems, Inc., |
|
|
|
|
|
||||
15,306 |
|
9.125%, 8/15/13 |
|
Caa1/B- |
|
16,492,215 |
|
||||
17,000 |
|
10.25%, 8/15/15 |
|
Caa1/B- |
|
18,636,250 |
|
||||
|
|
|
|
|
|
35,128,465 |
|
||||
Computer Software 0.4% |
|
|
|
|
|
||||||
9,500 |
|
UGS Corp., 10.00%, 6/1/12 |
|
B3/B- |
|
10,438,125 |
|
||||
Consumer Products 0.7% |
|
|
|
|
|
||||||
|
|
Buhrmann U.S., Inc., |
|
|
|
|
|
||||
500 |
|
7.875%, 3/1/15 |
|
B2/B |
|
502,500 |
|
||||
6,875 |
|
8.25%, 7/1/14 |
|
B2/B |
|
6,978,125 |
|
||||
11,550 |
|
NPC International, Inc., 9.50%, 5/1/14 |
|
Caa1/B- |
|
12,012,000 |
|
||||
|
|
|
|
|
|
19,492,625 |
|
||||
Containers & Packaging 1.7% |
|
|
|
|
|
||||||
|
|
Crown Americas LLC, |
|
|
|
|
|
||||
2,475 |
|
7.625%, 11/15/13 |
|
B1/B |
|
2,558,531 |
|
||||
5,650 |
|
7.75%, 11/15/15 |
|
B1/B |
|
5,904,250 |
|
||||
5,000 |
|
Graphic Packaging International Corp., 8.50%, 8/15/11 |
|
B2/B- |
|
5,225,000 |
|
||||
|
|
Jefferson Smurfit Corp., |
|
|
|
|
|
||||
11,200 |
|
7.50%, 6/1/13 |
|
B3/CCC+ |
|
10,920,000 |
|
||||
10,263 |
|
8.25%, 10/1/12 |
|
B3/CCC+ |
|
10,314,315 |
|
||||
|
|
Smurfit-Stone Container, |
|
|
|
|
|
||||
3,000 |
|
8.00%, 3/15/17 (d) |
|
B3/CCC+ |
|
2,947,500 |
|
||||
9,000 |
|
8.375%, 7/1/12 |
|
B3/CCC+ |
|
9,067,500 |
|
||||
|
|
|
|
|
|
46,937,096 |
|
||||
Electronics 2.5% |
|
|
|
|
|
||||||
|
|
Freescale Semi-conductor, Inc. (d), |
|
|
|
|
|
||||
24,425 |
|
8.875%, 12/15/14 |
|
B1/B |
|
24,577,656 |
|
||||
8,000 |
|
10.125%, 12/15/16 |
|
B2/B |
|
8,060,000 |
|
||||
14,750 |
|
Sanmina-SCI Corp., 8.125%, 3/1/16 |
|
B2/B- |
|
13,938,750 |
|
||||
17,600 |
|
Sensata Technologies BV, 8.00%, 5/1/14 |
|
Caa1/B- |
|
17,578,000 |
|
||||
6,400 |
|
Solectron Global Finance Ltd., 8.00%, 3/15/16 |
|
B3/B |
|
6,416,000 |
|
||||
|
|
|
|
|
|
70,570,406 |
|
||||
Energy 0.9% |
|
|
|
|
|
||||||
|
|
Reliant Energy, Inc., |
|
|
|
|
|
||||
7,025 |
|
9.25%, 7/15/10 |
|
B2/B |
|
7,437,719 |
|
||||
15,525 |
|
9.50%, 7/15/13 |
|
B2/B |
|
16,980,469 |
|
||||
|
|
|
|
|
|
24,418,188 |
|
||||
Financial Services 16.2% |
|
|
|
|
|
||||||
30,426 |
|
AES Ironwood LLC, 8.857%, 11/30/25 |
|
B1/B+ |
|
34,381,667 |
|
||||
7,926 |
|
AES Red Oak LLC, 8.54%, 11/30/19, Ser. A |
|
B1/B+ |
|
8,659,316 |
|
||||
26,047 |
|
BCP Crystal U.S. Holding Corp., 9.625%, 6/15/14 |
|
B2/B |
|
29,717,543 |
|
||||
18,675 |
|
Bluewater Finance Ltd., 10.25%, 2/15/12 |
|
B2/B- |
|
19,562,063 |
|
||||
5,000 |
|
Buffalo Thunder Development Authority, 9.375%, 12/15/14 (d) |
|
B2/B |
|
5,125,000 |
|
||||
7,700 |
|
Chukchansi Economic Development Authority, |
|
|
|
|
|
||||
|
|
8.00%, 11/15/13 (d) |
|
B2/BB- |
|
7,998,375 |
|
||||
9,977 |
|
Consolidated Communications Holdings, 9.75%, 4/1/12 |
|
B3/B |
|
10,613,034 |
|
||||
4 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
|||
|
|
|
|
|
|
|
|
|||||
Financial Services (continued) |
|
|
|
|
|
|||||||
|
|
Ford Motor Credit Co., |
|
|
|
|
|
|||||
$ |
5,000 |
|
7.00%, 10/1/13 |
|
B1/B |
|
$ |
4,653,825 |
|
|||
3,000 |
|
7.25%, 10/25/11 |
|
B1/B |
|
2,918,481 |
|
|||||
5,000 |
|
7.375%, 2/1/11 |
|
B1/B |
|
4,921,690 |
|
|||||
99,950 |
|
8.00%, 12/15/16 |
|
B1/B |
|
96,334,709 |
|
|||||
10,000 |
|
8.11%, 1/13/12, FRN |
|
B1/B |
|
9,786,710 |
|
|||||
12,100 |
|
General Motors Acceptance Corp., 8.00%, 11/1/31 |
|
Ba1/BB+ |
|
13,009,085 |
|
|||||
6,000 |
|
Hexion U.S. Finance Corp., 9.75%, 11/15/14 (d) |
|
B3/B- |
|
6,322,500 |
|
|||||
8,000 |
|
Idearc, Inc., 8.00%, 11/15/16 (d) |
|
B2/B+ |
|
8,270,000 |
|
|||||
|
|
JET Equipment Trust (b) (d) (f), |
|
|
|
|
|
|||||
186 |
|
7.63%, 8/15/12, Ser. 95-B (g) |
|
NR/NR |
|
137,384 |
|
|||||
279 |
|
10.00%, 6/15/12, Ser. 94-A |
|
NR/NR |
|
275,276 |
|
|||||
13,326 |
|
JSG Funding PLC, 9.625%, 10/1/12 |
|
B2/B |
|
14,225,505 |
|
|||||
18,445 |
|
KRATON Polymers LLC, 8.125%, 1/15/14 |
|
B3/B- |
|
18,560,281 |
|
|||||
£ |
2,929 |
|
Royal Bank of Scotland PLC, |
|
|
|
|
|
||||
|
|
9.37%, 4/6/11, Ser. EMTN, VRN (b) (g) |
|
NR/NR |
|
5,806,839 |
|
|||||
$ |
8,000 |
|
Sally Holdings LLC, 9.25%, 11/15/14 (d) |
|
B2/CCC+ |
|
8,260,000 |
|
||||
81,933 |
|
Targeted Return Index Securities Trust, |
|
|
|
|
|
|||||
|
|
7.548%, 5/1/16 (d) (h) (k) |
|
B1/B+ |
|
83,446,958 |
|
|||||
19,203 |
|
Universal City Development Partners Ltd., 11.75%, 4/1/10 |
|
B2/B- |
|
20,427,191 |
|
|||||
8,030 |
|
Universal City Florida Holding Co., 8.375%, 5/1/10 |
|
B3/B- |
|
8,321,088 |
|
|||||
|
10,200 |
|
UPC Holding BV, 8.625%, 1/15/14 |
|
B3/CCC+ |
|
14,290,563 |
|
||||
|
|
Yankee Acquisition Corp. (d), |
|
|
|
|
|
|||||
$ |
6,000 |
|
8.50%, 2/15/15 |
|
B3/CCC+ |
|
6,105,000 |
|
||||
8,600 |
|
9.75%, 2/15/17 |
|
Caa1/CCC+ |
|
8,750,500 |
|
|||||
|
|
|
|
|
|
450,880,583 |
|
|||||
Food 1.6% |
|
|
|
|
|
|||||||
|
|
Dole Foods Co., Inc., |
|
|
|
|
|
|||||
1,106 |
|
7.25%, 6/15/10 |
|
Caa1/B- |
|
1,061,760 |
|
|||||
1 |
|
8.875%, 3/15/11 |
|
Caa1/B- |
|
807 |
|
|||||
24,925 |
|
Ingles Markets, Inc., 8.875%, 12/1/11 |
|
B3/B |
|
26,046,625 |
|
|||||
18,800 |
|
Pilgrims Pride Corp., 8.375%, 5/1/17 |
|
B2/B |
|
18,659,000 |
|
|||||
|
|
|
|
|
|
45,768,192 |
|
|||||
Healthcare & Hospitals 6.5% |
|
|
|
|
|
|||||||
9,000 |
|
CDRV Investors, Inc., 9.86%, 12/1/11, FRN (d) |
|
Caa1/CCC+ |
|
8,955,000 |
|
|||||
8,000 |
|
DaVita, Inc., 7.25%, 3/15/15 |
|
B2/B |
|
8,130,000 |
|
|||||
4,950 |
|
Encore Medical Finance LLC, 11.75%, 11/15/14 (d) |
|
Caa1/CCC+ |
|
5,098,500 |
|
|||||
|
|
HCA, Inc., |
|
|
|
|
|
|||||
10,625 |
|
6.75%, 7/15/13 |
|
Caa1/B- |
|
9,828,125 |
|
|||||
6,406 |
|
7.19%, 11/15/15 |
|
Caa1/B- |
|
5,682,468 |
|
|||||
15,295 |
|
7.50%, 12/15/23 |
|
Caa1/B- |
|
13,054,619 |
|
|||||
4,130 |
|
7.58%, 9/15/25 |
|
Caa1/B- |
|
3,506,713 |
|
|||||
5,550 |
|
7.69%, 6/15/25 |
|
Caa1/B- |
|
4,812,066 |
|
|||||
3,550 |
|
8.36%, 4/15/24 |
|
Caa1/B- |
|
3,251,108 |
|
|||||
22,052 |
|
9.00%, 12/15/14 |
|
Caa1/B- |
|
21,977,001 |
|
|||||
6,000 |
|
9.25%, 11/15/16 (d) |
|
B2/BB- |
|
6,487,500 |
|
|||||
21,450 |
|
9.625%, 11/15/16 (d) |
|
B2/BB- |
|
23,219,625 |
|
|||||
6,700 |
|
National Mentor Holdings, Inc., 11.25%, 7/1/14 |
|
Caa1/CCC+ |
|
7,353,250 |
|
|||||
19,990 |
|
Rotech Healthcare, Inc., 9.50%, 4/1/12 |
|
Caa3/CCC |
|
19,890,050 |
|
|||||
|
|
Tenet Healthcare Corp., |
|
|
|
|
|
|||||
15,206 |
|
7.375%, 2/1/13 |
|
Caa1/CCC+ |
|
14,198,603 |
|
|||||
25,925 |
|
9.875%, 7/1/14 |
|
Caa1/CCC+ |
|
26,313,875 |
|
|||||
|
|
|
|
|
|
181,758,503 |
|
|||||
3.31.07 | PIMCO High Income Fund Annual Report 5
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
|||
|
|
|
|
|
|
|
|
|||||
Hotels/Gaming 1.6% |
|
|
|
|
|
|||||||
$ |
2,000 |
|
Gaylord Entertainment Co., 8.00%, 11/15/13 |
|
B3/B- |
|
$ |
2,057,500 |
|
|||
5,000 |
|
Herbst Gaming, Inc., 8.125%, 6/1/12 |
|
B3/B- |
|
5,075,000 |
|
|||||
19,279 |
|
Mandalay Resort Group, 9.375%, 2/15/10 |
|
B1/B+ |
|
20,869,517 |
|
|||||
8,948 |
|
Premier Entertainment LLC, 10.75%, 2/1/12 |
|
Caa1/CCC |
|
9,305,920 |
|
|||||
|
|
Station Casinos, Inc., |
|
|
|
|
|
|||||
5,500 |
|
6.875%, 3/1/16 |
|
Ba3/B |
|
5,066,875 |
|
|||||
2,000 |
|
7.75%, 8/15/16 |
|
Ba2/B+ |
|
2,062,500 |
|
|||||
|
|
|
|
|
|
44,437,312 |
|
|||||
Machinery 0.1% |
|
|
|
|
|
|||||||
2,600 |
|
Chart Industries, Inc., 9.875%, 10/15/15 (d) |
|
B3/B- |
|
2,730,000 |
|
|||||
Manufacturing 0.1% |
|
|
|
|
|
|||||||
3,000 |
|
Bombardier, Inc., 8.00%, 11/15/14 (d) |
|
Ba2/BB |
|
3,120,000 |
|
|||||
Medical Products 0.9% |
|
|
|
|
|
|||||||
22,785 |
|
VWR International, Inc., 8.00%, 4/15/14 |
|
B3/CCC+ |
|
23,867,288 |
|
|||||
Metals & Mining 0.6% |
|
|
|
|
|
|||||||
|
|
Freeport-McMoRan Copper & Gold, Inc., |
|
|
|
|
|
|||||
3,575 |
|
8.25%, 4/1/15 |
|
Ba3/BB |
|
3,856,531 |
|
|||||
11,725 |
|
8.375%, 4/1/17 |
|
Ba3/BB |
|
12,706,969 |
|
|||||
|
|
|
|
|
|
16,563,500 |
|
|||||
Miscellaneous 2.8% |
|
|
|
|
|
|||||||
74,570 |
|
Dow Jones CDX U.S. High Yield, |
|
|
|
|
|
|||||
|
|
8.375%, 12/29/11, Ser. 7-T1 (d) (h) (k) |
|
B3/NR |
|
77,362,646 |
|
|||||
Multi-Media 4.6% |
|
|
|
|
|
|||||||
3,000 |
|
Cablemas S.A. de C.V., 9.375%, 11/15/15 (d) |
|
B1/BB- |
|
3,375,000 |
|
|||||
5,600 |
|
Cablevision Systems Corp., 8.00%, 4/15/12, Ser. B |
|
B3/B+ |
|
5,712,000 |
|
|||||
39,300 |
|
CCO Holdings LLC, 8.75%, 11/15/13 |
|
Caa1/CCC- |
|
40,872,000 |
|
|||||
10,000 |
|
Charter Communications Holdings I LLC, 11.00%, 10/1/15 |
|
Caa2/CCC- |
|
10,425,000 |
|
|||||
14,325 |
|
Charter Communications Operating LLC, 8.375%, 4/30/14 (d) |
|
B3/B- |
|
14,987,531 |
|
|||||
|
|
CSC Holdings, Inc., |
|
|
|
|
|
|||||
6,300 |
|
7.625%, 7/15/18 |
|
B2/B+ |
|
6,394,500 |
|
|||||
4,485 |
|
7.875%, 2/15/18 |
|
B2/B+ |
|
4,630,763 |
|
|||||
2,000 |
|
8.125%, 7/15/09, Ser. B |
|
B2/B+ |
|
2,080,000 |
|
|||||
4,000 |
|
DirecTV Holdings LLC, 8.375%, 3/15/13 |
|
Ba3/BB- |
|
4,235,000 |
|
|||||
4,750 |
|
Iesy Repository GmbH, 10.375%, 2/15/15 (d) |
|
Caa2/CCC+ |
|
5,058,750 |
|
|||||
|
6,370 |
|
Lighthouse International Co. S.A., 8.00%, 4/30/14 (d) |
|
B2/B |
|
9,231,976 |
|
||||
$ |
12,000 |
|
Rogers Cable, Inc., 8.75%, 5/1/32 |
|
Baa3/BB+ |
|
14,880,000 |
|
||||
|
3,735 |
|
Telenet Communications NV, 9.00%, 12/15/13 (d) |
|
B3/B- |
|
5,469,031 |
|
||||
|
|
|
|
|
|
127,351,551 |
|
|||||
Oil & Gas 9.2% |
|
|
|
|
|
|||||||
$ |
18,000 |
|
Dynegy Holdings, Inc., 8.375%, 5/1/16 |
|
B2/B- |
|
18,810,000 |
|
||||
|
|
Dynergy-Roseton Danskammer, Inc., pass thru certificates, |
|
|
|
|
|
|||||
1,050 |
|
7.27%, 11/8/10, Ser. A |
|
Ba3/B |
|
1,074,281 |
|
|||||
25,500 |
|
7.67%, 11/8/16, Ser. B |
|
Ba3/B |
|
27,045,938 |
|
|||||
|
|
El Paso Corp., |
|
|
|
|
|
|||||
29,150 |
|
7.80%, 8/1/31 |
|
Ba3/BB- |
|
32,356,500 |
|
|||||
27,850 |
|
8.05%, 10/15/30 |
|
Ba3/BB- |
|
31,749,000 |
|
|||||
19,615 |
|
El Paso Production Holding Co., 7.75%, 6/1/13 |
|
B1/BB |
|
20,595,750 |
|
|||||
|
|
Ferrellgas L.P., |
|
|
|
|
|
|||||
14,325 |
|
8.75%, 6/15/12 |
|
B2/B- |
|
14,933,812 |
|
|||||
20,000 |
|
8.87%, 8/1/09 (a) (b) (g) |
|
NR/NR |
|
20,858,383 |
|
|||||
6 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
||
|
|
|
|
|
|
|
|
||||
Oil & Gas (continued) |
|
|
|
|
|
||||||
|
|
Hanover Compressor Co., |
|
|
|
|
|
||||
$ |
7,585 |
|
8.625%, 12/15/10 |
|
B2/B |
|
$ |
8,002,175 |
|
||
1,550 |
|
9.00%, 6/1/14 |
|
B2/B |
|
1,685,625 |
|
||||
12,028 |
|
Hanover Equipment Trust, 8.50%, 9/1/08, Ser. A |
|
Ba3/B+ |
|
12,148,280 |
|
||||
7,000 |
|
OPTI Canada, Inc., 8.25%, 12/15/14 (d) |
|
B1/BB |
|
7,315,000 |
|
||||
1,270 |
|
Pogo Producing Co., 7.875%, 5/1/13 |
|
B1/B+ |
|
1,285,875 |
|
||||
17,125 |
|
SemGroup L.P., 8.75%, 11/15/15 (d) |
|
B1/NR |
|
17,467,500 |
|
||||
37,726 |
|
Williams Cos., Inc., 7.875%, 9/1/21 |
|
Ba2/BB |
|
41,687,230 |
|
||||
|
|
|
|
|
|
257,015,349 |
|
||||
Paper/Paper Products 3.6% |
|
|
|
|
|
||||||
|
|
Abitibi-Consolidated, Inc., |
|
|
|
|
|
||||
6,500 |
|
8.375%, 4/1/15 |
|
B3/B+ |
|
6,142,500 |
|
||||
8,525 |
|
8.55%, 8/1/10 |
|
B3/B+ |
|
8,674,187 |
|
||||
2,200 |
|
Bowater, Inc., 9.375%, 12/15/21 |
|
B3/B+ |
|
2,222,000 |
|
||||
8,750 |
|
Bowater Canada Finance, 7.95%, 11/15/11 |
|
B3/B+ |
|
8,553,125 |
|
||||
8,750 |
|
Cascades, Inc., 7.25%, 2/15/13 |
|
Ba3/BB- |
|
8,793,750 |
|
||||
|
|
Georgia-Pacific Corp., |
|
|
|
|
|
||||
4,550 |
|
7.75%, 11/15/29 |
|
B2/B |
|
4,527,250 |
|
||||
27,775 |
|
8.00%, 1/15/24 |
|
B2/B |
|
28,052,750 |
|
||||
16,585 |
|
8.875%, 5/15/31 |
|
B2/B |
|
17,663,025 |
|
||||
|
|
Verso Paper Holdings LLC (d), |
|
|
|
|
|
||||
10,000 |
|
9.125%, 8/1/14 |
|
B2/B |
|
10,450,000 |
|
||||
5,000 |
|
11.375%, 8/1/16 |
|
B3/CCC+ |
|
5,262,500 |
|
||||
|
|
|
|
|
|
100,341,087 |
|
||||
Printing/Publishing 2.8% |
|
|
|
|
|
||||||
17,631 |
|
Dex Media West LLC, 9.875%, 8/15/13, Ser. B |
|
B2/B |
|
19,327,984 |
|
||||
1,000 |
|
Hollinger, Inc., 11.875%, 3/1/11 (d) (g) |
|
B3/NR |
|
943,516 |
|
||||
7,000 |
|
Nielsen Finance LLC, 10.00%, 8/1/14 (d) |
|
Caa1/CCC+ |
|
7,665,000 |
|
||||
10,477 |
|
Primedia, Inc., 8.875%, 5/15/11 |
|
B2/B |
|
10,817,502 |
|
||||
2,000 |
|
RH Donnelley, Inc., 10.875%, 12/15/12 |
|
B2/B |
|
2,170,000 |
|
||||
34,800 |
|
RH Donnelley Corp., 8.875%, 1/15/16, Ser. A-3 |
|
B3/B |
|
37,149,000 |
|
||||
|
|
|
|
|
|
78,073,002 |
|
||||
Real Estate 0.3% |
|
|
|
|
|
||||||
8,000 |
|
Delhaize America, Inc., 9.00%, 4/15/31 |
|
Ba1/BB+ |
|
9,652,168 |
|
||||
Retail 0.8% |
|
|
|
|
|
||||||
21,500 |
|
Bon-Ton Stores, Inc., 10.25%, 3/15/14 |
|
B3/B- |
|
23,193,125 |
|
||||
Telecommunications 15.5% |
|
|
|
|
|
||||||
2,317 |
|
American Cellular Corp., 10.00%, 8/1/11, Ser. B |
|
B3/CCC |
|
2,464,709 |
|
||||
14,555 |
|
Centennial Communications Corp., 8.125%, 2/1/14 |
|
B2/CCC |
|
15,100,812 |
|
||||
31,800 |
|
Cincinnati Bell, Inc., 8.375%, 1/15/14 |
|
B2/B- |
|
32,674,500 |
|
||||
12,000 |
|
Citizens Communications Co., 9.00%, 8/15/31 |
|
Ba2/BB+ |
|
13,200,000 |
|
||||
13,800 |
|
Cricket Communications, Inc., 9.375%, 11/1/14 (d) |
|
Caa2/CCC |
|
14,697,000 |
|
||||
|
|
Digicel Group Ltd. (d), |
|
|
|
|
|
||||
21,500 |
|
8.875%, 1/15/15 |
|
Caa2/CC |
|
20,908,750 |
|
||||
8,500 |
|
9.125%, 1/15/15 |
|
Caa2/CC |
|
8,160,000 |
|
||||
|
|
Hawaiian Telcom Communications, Inc., Ser. B, |
|
|
|
|
|
||||
12,225 |
|
9.75%, 5/1/13 (k) |
|
B3/CCC |
|
12,714,000 |
|
||||
1,250 |
|
10.889%, 5/1/13, FRN |
|
B3/CCC |
|
1,275,000 |
|
||||
|
|
Intelsat Bermuda Ltd. (d), |
|
|
|
|
|
||||
20,000 |
|
9.25%, 6/15/16 |
|
B2/B+ |
|
22,250,000 |
|
||||
13,000 |
|
11.25%, 6/15/16 |
|
Caa1/B |
|
14,820,000 |
|
||||
3.31.07 | PIMCO High Income Fund Annual Report 7
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
|||
|
|
|
|
|
|
|
|
|||||
Telecommunications (continued) |
|
|
|
|
|
|||||||
$ |
18,250 |
|
Intelsat Subsidiary Holding Co., Ltd., 8.625%, 1/15/15 |
|
B2/B+ |
|
$ |
19,618,750 |
|
|||
14,700 |
|
MetroPCS Wireless, Inc., 9.25%, 11/1/14 (d) |
|
Caa2/CCC |
|
15,618,750 |
|
|||||
|
|
Nordic Telephone Co. Holdings ApS, 8.875%, 5/1/16 (d) |
|
|
|
|
|
|||||
|
5,000 |
|
8.25%, 5/1/16 |
|
B2/B |
|
7,271,408 |
|
||||
2,300 |
|
8.25%, 5/1/16 (d) |
|
B2/B |
|
3,344,848 |
|
|||||
$ |
8,600 |
|
8.875%, 5/1/16 (d) |
|
B2/B |
|
9,245,000 |
|
||||
|
|
Nortel Networks Ltd. (d), |
|
|
|
|
|
|||||
13,000 |
|
10.125%, 7/15/13 |
|
B3/B- |
|
14,332,500 |
|
|||||
11,500 |
|
10.75%, 7/15/16 |
|
B3/B- |
|
12,822,500 |
|
|||||
14,625 |
|
PanAmSat Corp., 6.875%, 1/15/28 |
|
Ba2/BB |
|
13,564,688 |
|
|||||
37,000 |
|
Qwest Capital Funding, Inc., 7.90%, 8/15/10 |
|
B1/B+ |
|
38,757,500 |
|
|||||
|
|
Qwest Communications International, Inc., |
|
|
|
|
|
|||||
14,625 |
|
7.50%, 2/15/14 |
|
Ba3/B+ |
|
15,136,875 |
|
|||||
23,225 |
|
7.50%, 2/15/14, Ser. B |
|
Ba3/B+ |
|
24,037,875 |
|
|||||
|
|
Qwest Corp., |
|
|
|
|
|
|||||
1,250 |
|
7.50%, 6/15/23 |
|
Ba1/BB+ |
|
1,276,562 |
|
|||||
1,175 |
|
7.625%, 6/15/15 |
|
Ba1/BB+ |
|
1,260,188 |
|
|||||
10,450 |
|
8.875%, 3/15/12 |
|
Ba1/BB+ |
|
11,599,500 |
|
|||||
3,000 |
|
8.875%, 6/1/31 |
|
Ba1/BB+ |
|
3,142,500 |
|
|||||
18,020 |
|
Rural Cellular Corp., 9.875%, 2/1/10 |
|
B3/CCC |
|
19,101,200 |
|
|||||
12,400 |
|
Superior Essex Communications LLC, 9.00%, 4/15/12 |
|
B3/B |
|
12,865,000 |
|
|||||
24,975 |
|
Time Warner Telecom Holdings, Inc., 9.25%, 2/15/14 |
|
B3/CCC+ |
|
26,848,125 |
|
|||||
13,000 |
|
Wind Acquisition Finance S.A., 10.75%, 12/1/15 (d) |
|
B2/B- |
|
14,950,000 |
|
|||||
9,000 |
|
Windstream Corp., 8.625%, 8/1/16 |
|
Ba3/BB- |
|
9,888,750 |
|
|||||
|
|
|
|
|
|
432,947,290 |
|
|||||
Transportation 0.3% |
|
|
|
|
|
|||||||
|
|
Grupo Transportacion Ferroviaria Mexicana S.A. de C.V., |
|
|
|
|
|
|||||
2,400 |
|
9.375%, 5/1/12 |
|
B3/B- |
|
2,592,000 |
|
|||||
5,000 |
|
12.50%, 6/15/12 |
|
B3/B- |
|
5,385,000 |
|
|||||
|
|
|
|
|
|
7,977,000 |
|
|||||
Utilities 3.6% |
|
|
|
|
|
|||||||
16,850 |
|
AES Corp., 8.75%, 5/15/13 (d) |
|
Ba3/BB- |
|
18,029,500 |
|
|||||
2,000 |
|
Empresa Energetica de Sergipe and Sociedade Anonima de |
|
|
|
|
|
|||||
|
|
Eletrificaao da Paraiba, 10.50%, 7/19/13 (d) |
|
NR/B+ |
|
2,065,830 |
|
|||||
19,450 |
|
Legrand Holding S.A., 8.50%, 2/15/25 |
|
Baa3/BBB |
|
22,951,000 |
|
|||||
|
|
Midwest Generation LLC, pass thru certificates, |
|
|
|
|
|
|||||
19,534 |
|
8.56%, 1/2/16, Ser. B |
|
Ba2/BB- |
|
21,377,878 |
|
|||||
1,500 |
|
8.75%, 5/1/34 |
|
Ba2/B+ |
|
1,635,000 |
|
|||||
21,500 |
|
PSE&G Energy Holdings LLC, 8.50%, 6/15/11 |
|
Ba3/BB- |
|
23,327,500 |
|
|||||
3,147 |
|
Sithe Independence Funding Corp., 9.00%, 12/30/13, Ser. A |
|
Ba2/B |
|
3,471,286 |
|
|||||
6,676 |
|
South Point Energy Center LLC, 8.40%, 5/30/12 (b) (d) |
|
NR/D |
|
6,533,208 |
|
|||||
|
|
|
|
|
|
99,391,202 |
|
|||||
Waste Disposal 0.4% |
|
|
|
|
|
|||||||
10,000 |
|
Allied Waste North America, Inc., 7.25%, 3/15/15 |
|
B1/BB |
|
10,250,000 |
|
|||||
|
|
|
|
|
|
|
|
|||||
Total Corporate Bonds & Notes (cost-$2,411,515,490) |
|
|
|
2,523,756,038 |
|
|||||||
|
|
|
|
|
|
|
|
|||||
SENIOR LOANS (a) (b) (c) 2.8% |
|
|
|
|
|
|||||||
Chemicals 0.1% |
|
|
|
|
|
|||||||
1,800 |
|
Ineos Group Ltd., 7.58%, 10/7/12, Term A |
|
|
|
1,813,275 |
|
|||||
8 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
|
|
|||||||||
Amount |
|
|
|
|
|
|
|||||||||
(000) |
|
|
|
|
Value |
|
|||||||||
|
|
|
|
|
|
|
|||||||||
Containers & Packaging 0.3% |
|
|
|
||||||||||||
|
|
JSG Packaging, |
|
|
|
||||||||||
|
431 |
|
6.234%, 1/12/13, Term B |
|
$ |
578,964 |
|
||||||||
1,049 |
|
6.335%, 11/29/13, Term B |
|
1,408,813 |
|
||||||||||
287 |
|
6.343%, 1/12/13, Term B |
|
385,976 |
|
||||||||||
324 |
|
6.362%, 1/12/13, Term B |
|
435,422 |
|
||||||||||
559 |
|
6.396%, 1/12/13, Term B |
|
750,509 |
|
||||||||||
431 |
|
6.734%, 1/12/14, Term C |
|
580,430 |
|
||||||||||
287 |
|
6.757%, 1/12/14, Term C |
|
386,954 |
|
||||||||||
1,049 |
|
6.835%, 11/29/14, Term C |
|
1,412,380 |
|
||||||||||
324 |
|
6.862%, 1/12/14, Term C |
|
436,525 |
|
||||||||||
559 |
|
6.896%, 1/12/14, Term C |
|
752,408 |
|
||||||||||
$ |
750 |
|
7.735%, 11/29/13, Term B |
|
757,415 |
|
|||||||||
750 |
|
8.235%, 11/29/14, Term C |
|
757,415 |
|
||||||||||
|
|
|
|
8,643,211 |
|
||||||||||
Financial Services 0.1% |
|
|
|
||||||||||||
|
1,200 |
|
UPC Holding BV, 7.75%, 1/15/14 |
|
1,633,321 |
|
|||||||||
Healthcare & Hospitals 0.3% |
|
|
|
||||||||||||
$ |
9,429 |
|
HealthSouth Corp., 7.86%, 3/10/13 |
|
9,488,755 |
|
|||||||||
Hotels/Gaming 0.5% |
|
|
|
||||||||||||
15,000 |
|
Harrahs Entertainment, Inc., 7.50%, 3/9/08 (e) (g) |
|
14,943,724 |
|
||||||||||
Medical Products 0.3% |
|
|
|
||||||||||||
8,000 |
|
Biomet, Inc., 6.00%, 3/8/08 (e) (g), |
|
7,968,736 |
|
||||||||||
Recreation 0.1% |
|
|
|
||||||||||||
|
|
Amadeus Global Travel, |
|
|
|
||||||||||
|
862 |
|
5.974%, 4/8/12, Term A |
|
1,152,179 |
|
|||||||||
$ |
1,250 |
|
8.07%, 4/8/13, Term B |
|
1,261,197 |
|
|||||||||
1,250 |
|
8.57%, 4/8/14, Term C |
|
1,266,276 |
|
||||||||||
|
|
|
|
3,679,652 |
|
||||||||||
Telecommunications 0.9% |
|
|
|
||||||||||||
|
|
Nordic Telephone Co. Holdings ApS, |
|
|
|
||||||||||
|
3,200 |
|
6.242%, 11/30/14, Term B |
|
4,307,602 |
|
|||||||||
3,200 |
|
6.579%, 11/30/14, Term C |
|
4,318,422 |
|
||||||||||
$ |
2,000 |
|
NTL Investment, 7.36%, 1/6/13, Term B |
|
2,011,340 |
|
|||||||||
6,000 |
|
Telesat Canada, Inc., 2.62%, 2/14/08 (e) (g) |
|
5,982,180 |
|
||||||||||
|
|
Weather Investments SARL (e), |
|
|
|
||||||||||
|
3,000 |
|
6.124%, 5/26/12, Term A |
|
4,002,935 |
|
|||||||||
1,500 |
|
6.514%, 6/17/13, Term B |
|
2,011,392 |
|
||||||||||
1,500 |
|
7.264%, 6/17/14, Term C |
|
2,015,754 |
|
||||||||||
|
|
|
|
24,649,625 |
|
||||||||||
Wholesale 0.2% |
|
|
|
||||||||||||
|
|
Roundys, Inc., |
|
|
|
||||||||||
$ |
12 |
|
8.07%, 11/3/11 |
|
12,486 |
|
|||||||||
4,938 |
|
8.09%, 11/3/11 |
|
4,982,064 |
|
||||||||||
|
|
|
|
4,994,550 |
|
||||||||||
Total Senior Loans (cost-$75,344,021) |
|
77,814,849 |
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
3.31.07 | PIMCO High Income Fund Annual Report 9
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
Principal |
|
|
|
|
Credit Rating |
* |
|
Value |
|
||||
|
|
|
|
|
|
|
|
||||||
MUNICIPAL BONDS & NOTES 0.6% |
|
|
|
|
|
||||||||
California 0.6% |
|
|
|
|
|
||||||||
|
|
Los Angeles Community Redev. Agcy. Rev., Ser. H, |
|
|
|
|
|
||||||
$ |
200 |
|
8.25%, 9/1/07 |
|
NR/NR |
|
$ |
199,602 |
|
||||
725 |
|
9.00%, 9/1/12 |
|
NR/NR |
|
749,201 |
|
||||||
1,160 |
|
9.75%, 9/1/17 |
|
NR/NR |
|
1,235,261 |
|
||||||
1,375 |
|
9.75%, 9/1/22 |
|
NR/NR |
|
1,461,749 |
|
||||||
2,170 |
|
9.75%, 9/1/27 |
|
NR/NR |
|
2,294,384 |
|
||||||
3,480 |
|
9.75%, 9/1/32 |
|
NR/NR |
|
3,667,154 |
|
||||||
|
|
San Diego Redev. Agcy., Tax Allocation, |
|
|
|
|
|
||||||
1,785 |
|
6.59%, 11/1/13 |
|
Baa3/NR |
|
1,810,490 |
|
||||||
1,435 |
|
7.49%, 11/1/18 |
|
Baa3/NR |
|
1,513,064 |
|
||||||
1,885 |
|
7.74%, 11/1/21 |
|
Baa3/NR |
|
1,987,732 |
|
||||||
Total Municipal Bonds & Notes (cost-$14,573,674) |
|
|
|
14,918,637 |
|
||||||||
|
|
|
|
|
|
||||||||
ASSET-BACKED SECURITIES 0.0% |
|
|
|
|
|
||||||||
742 |
|
Reliant Energy Mid-Atlantic Power Holdings LLC, |
|
|
|
|
|
||||||
|
|
9.237%, 7/2/17, Ser. B (cost-$782,989) |
|
Ba2/B+ |
|
823,804 |
|
||||||
PREFERRED STOCK 0.9% |
|
|
|
|
|
||||||||
Financial Services 0.9% |
|
|
|
|
|
||||||||
24,700 |
|
Fresenius Medical Care Capital Trust II, 7.875%, UNIT |
|
B1/B+ |
|
25,070,500 |
|
||||||
Shares |
|
|
|
|
|
|
|
|
|||||
Telecommunications 0.0% |
|
|
|
|
|
||||||||
155,565 |
|
Superior Essex Holding Corp., 9.50%, Ser. A |
|
NR/NR |
|
127,564 |
|
||||||
Total Preferred Stock (cost-$26,157,273) |
|
|
|
25,198,064 |
|
||||||||
|
|
|
|
|
|
||||||||
SHORT-TERM INVESTMENTS 5.2% |
|
|
|
|
|
||||||||
Principal |
|
|
|
|
|
|
|
|
|||||
Amount |
|
|
|
|
|
|
|
|
|||||
(000) |
|
|
|
|
|
|
|
|
|||||
Commercial Paper 3.0% |
|
|
|
|
|
||||||||
Financial Services 3.0% |
|
|
|
|
|
||||||||
$ |
11,100 |
|
BNP Paribas, 5.41%, 4/2/07 |
|
NR/NR |
|
11,098,332 |
|
|||||
73,300 |
|
Rabobank Nederland, 5.39%, 4/2/07 |
|
A-1/A-1+ |
|
73,282,048 |
|
||||||
Total Commercial Paper (cost-$84,380,380) |
|
|
|
84,380,380 |
|
||||||||
U.S. Treasury Bills (i) 1.5% |
|
|
|
|
|
||||||||
42,550 |
|
4.895%-4.96%, 5/31/07-6/14/07 (cost-$42,135,436) |
|
|
|
42,099,943 |
|
||||||
Repurchase Agreements 0.7% |
|
|
|
|
|
||||||||
3,000 |
|
Lehman Brothers Holdings, Inc., dated 3/30/07, 5.15%, |
|
|
|
|
|
||||||
|
|
due 4/2/07, proceeds $3,001,288; collateralized by |
|
|
|
|
|
||||||
|
|
U.S. Treasury Inflation Indexed Note, 3.625%, due 1/15/08, |
|
|
|
|
|
||||||
|
|
valued at $3,064,919 including accrued interest |
|
|
|
3,000,000 |
|
||||||
15,257 |
|
State Street Bank & Trust Co., dated 3/30/07, 4.90%, |
|
|
|
|
|
||||||
|
|
due 4/2/07, proceeds $15,263,230; collateralized by |
|
|
|
|
|
||||||
|
|
Federal Home Loan Bank, 4.50%, due 5/21/07, valued at |
|
|
|
|
|
||||||
|
|
$15,565,746 including accrued interest |
|
|
|
15,257,000 |
|
||||||
Total Repurchase Agreements (cost-$18,257,000) |
|
|
|
18,257,000 |
|
||||||||
Total Short-Term Investments (cost-$144,772,816) |
|
|
|
144,737,323 |
|
||||||||
10 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Schedule of Investments
March 31, 2007 (continued)
|
|
|
|
|
|
|
|
|
|
|||
Contracts |
|
|
|
|
|
|
|
Value |
|
|||
|
|
|
|
|
|
|
|
|||||
OPTIONS PURCHASED (j) 0.0% |
|
|
|
|
|
|||||||
Put Options 0.0% |
|
|
|
|
|
|||||||
|
|
Financial Future Euro 90 day, Chicago Mercantile Exchange, |
|
|
|
|
|
|||||
1,346 |
|
strike price $90.25, expires 9/17/07 |
|
|
|
$ |
3 |
|
||||
1,483 |
|
strike price $91.25, expires 6/18/07 |
|
|
|
4 |
|
|||||
Total Options Purchased (cost-$26,875) |
|
|
|
7 |
|
|||||||
Total Investments (cost-$2,673,173,138) 100.0% |
|
|
|
$ |
2,787,248,722 |
|
||||||
|
|
|
|
|
|
|||||||
Notes to Schedule of Investments: * Unaudited (a) Private Placement. Restricted as to resale and may not have a readily available market. Securities with an aggregate value of $111,834,522, represents 4.01% 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 March 31, 2007. (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) Delayed-delivery security. To be settled/delivered after March 31, 2007. (f) Security in default. (g) Fair-valued security. Securities with an aggregate value of $69,802,052, which represents 2.50% of total investments, have been fair valued. (h) Credit-linked trust certificate. (i) All or partial amount segregated as collateral for futures contracts and/or swaps. (j) Non-income producing. (k) All or partial amount segregated as collateral for reverse repurchase agreements. |
||||||||||||
Glossary: |
||||||||||||
£ |
- |
British Pound Sterling |
||||||||||
|
- |
Euro |
||||||||||
FRN |
- |
Floating Rate Note. The interest rate disclosed reflects the rate in effect on March 31, 2007. |
||||||||||
LIBOR |
- |
London Inter-Bank Offered Rate |
||||||||||
NR |
- |
Not Rated |
||||||||||
UNIT |
- |
More than one class of securities traded together. |
||||||||||
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 March 31, 2007. |
||||||||||
|
||||||||||||
|
||||||||||||
See accompanying Notes to Financial Statements | 3.31.07 | PIMCO High Income Fund Annual Report 11
PIMCO High Income Fund Statement of Assets and Liabilities
March 31, 2007
|
|
|
|
|
|
|
|
Assets: |
|
|
|
Investments, at value (cost-$2,673,173,138) |
|
$2,787,248,722 |
|
Cash (including foreign currency of $687,573 with a cost of $689,440) |
|
11,735,586 |
|
Unrealized appreciation on swaps |
|
133,870,566 |
|
Interest receivable |
|
55,036,914 |
|
Premium for swaps purchased |
|
42,582,360 |
|
Receivable for terminated swaps |
|
312,500 |
|
Unrealized appreciation on forward foreign currency contracts |
|
234,931 |
|
Prepaid expenses |
|
102,934 |
|
Total Assets |
|
3,031,124,513 |
|
|
|
|
|
Liabilities: |
|
|
|
Payable for reverse repurchase agreements |
|
124,487,500 |
|
Unrealized depreciation on swaps |
|
121,304,138 |
|
Payable for investments purchased |
|
58,092,395 |
|
Premium for swaps sold |
|
53,609,920 |
|
Dividends payable to common and preferred shareholders |
|
14,598,643 |
|
Investment management fees payable |
|
1,579,449 |
|
Interest payable on reverse repurchase agreements |
|
545,119 |
|
Payable for variation margin on futures contracts |
|
232,991 |
|
Unrealized depreciation of forward foreign currency contracts |
|
32,324 |
|
Accrued expenses |
|
369,232 |
|
Total Liabilities |
|
374,851,711 |
|
Preferred Shares ($25,000 net asset and liquidation value per share applicable to an aggregate of 36,000 shares issued and outstanding) |
|
900,000,000 |
|
Net Assets Applicable to Common Shareholders |
|
$1,756,272,802 |
|
|
|
|
|
Composition of Net Assets Applicable to Common Shareholders: |
|
|
|
Common Stock: |
|
|
|
Par value ($0.00001 per share, applicable to 115,589,567 shares issued and outstanding) |
|
$1,156 |
|
Paid-in-capital in excess of par |
|
1,645,373,206 |
|
Dividends in excess of net investment income |
|
(8,312,245 |
) |
Accumulated net realized gain |
|
(6,123,358 |
) |
Net unrealized appreciation of investments, futures contracts, swaps and foreign currency transactions |
|
125,334,043 |
|
Net Assets Applicable to Common Shareholders |
|
$1,756,272,802 |
|
Net Asset Value Per Common Share |
|
$15.19 |
|
|
|
|
|
12 PIMCO High Income Fund Annual Report | 3.31.07 | See accompanying Notes to Financial Statements
PIMCO High Income Fund Statement of Operations
For the year ended March 31, 2007
|
|
|
|
|
|
|
|
Investment Income: |
|
|
|
Interest |
|
$215,623,869 |
|
Facility and other fee income |
|
2,055,861 |
|
Dividends |
|
1,959,904 |
|
Total Investment Income |
|
219,639,634 |
|
|
|
|
|
Expenses: |
|
|
|
Investment management fees |
|
18,277,134 |
|
Interest expense on reverse repurchase agreements |
|
4,584,027 |
|
Auction agent fees and commissions |
|
2,275,884 |
|
Custodian and accounting agent fees |
|
569,614 |
|
Shareholder communications |
|
264,381 |
|
Trustees fees and expenses |
|
144,201 |
|
Audit and tax services |
|
112,734 |
|
New York Stock Exchange listing fees |
|
91,426 |
|
Legal fees |
|
63,225 |
|
Insurance expense |
|
55,540 |
|
Transfer agent fees |
|
37,063 |
|
Investor relations |
|
19,150 |
|
Miscellaneous |
|
28,170 |
|
Total expenses |
|
26,522,549 |
|
Less: custody credits earned on cash balances |
|
(102,267 |
) |
Net expenses |
|
26,420,282 |
|
|
|
|
|
Net Investment Income |
|
193,219,352 |
|
|
|
|
|
Realized and Change in Unrealized Gain (Loss): |
|
|
|
Net realized gain (loss) on: |
|
|
|
Investments |
|
35,857,143 |
|
Futures contracts |
|
(5,332,566 |
) |
Options written |
|
5,846,018 |
|
Swaps |
|
(712,121 |
) |
Foreign currency transactions |
|
(18,028,004 |
) |
Net change in unrealized appreciation/depreciation of: |
|
|
|
Investments |
|
43,387,622 |
|
Futures contracts |
|
4,516,084 |
|
Options written |
|
(1,366,533 |
) |
Swaps |
|
12,224,397 |
|
Foreign currency transactions |
|
1,191,433 |
|
Net realized and change in unrealized gain on investments, futures contracts, options written, swaps and foreign currency transactions |
|
77,583,473 |
|
Net Increase in Net Assets Resulting from Investment Operations |
|
270,802,825 |
|
|
|
|
|
Dividends and Distributions on Preferred Shares from: |
|
|
|
Net investment income |
|
(41,072,292 |
) |
Net realized gains |
|
(3,925,740 |
) |
Total dividends and distributions on preferred shares |
|
(44,998,032 |
) |
Net Increase in Net Assets Applicable to Common Shareholders Resulting from Investment Operations |
|
$225,804,793 |
|
See accompanying Notes to Financial Statements | 3.31.07 | PIMCO High Income Fund Annual Report 13
PIMCO High Income Fund |
Statement of Changes in Net Assets |
||||||||
|
Applicable to Common Shareholders |
||||||||
|
|
Year ended |
|
||||||
|
|
March 31, 2007 |
|
|
March 31, 2006 |
|
|||
Investment Operations: |
|
|
|
|
|
|
|||
Net investment income |
|
$ |
193,219,352 |
|
|
$ |
189,307,177 |
|
|
Net realized gain on investments, futures contracts, options written, swaps and foreign currency transactions |
|
17,630,470 |
|
|
30,431,259 |
|
|||
Net change in unrealized appreciation/depreciation of investments, futures contracts, options written, swaps and foreign currency transactions |
|
59,953,003 |
|
|
(14,766,722 |
) |
|||
Net increase in net assets resulting from investment operations |
|
270,802,825 |
|
|
204,971,714 |
|
|||
|
|
|
|
|
|
|
|||
Dividends and Distributions on Preferred Shares from: |
|
|
|
|
|
|
|||
Net investment income |
|
(41,072,292 |
) |
|
(32,793,903 |
) |
|||
Net realized gains |
|
(3,925,740 |
) |
|
(380,097 |
) |
|||
Total dividends and distributions to preferred shareholders |
|
(44,998,032 |
) |
|
(33,174,000 |
) |
|||
Net increase in net assets applicable to common shareholders resulting from investment operations |
|
225,804,793 |
|
|
171,797,714 |
|
|||
|
|
|
|
|
|
|
|||
Dividends and Distributions to Common Shareholders from: |
|
|
|
|
|
|
|||
Net investment income |
|
(168,270,342 |
) |
|
(166,003,982 |
) |
|||
Net realized gains |
|
(37,751,236 |
) |
|
(5,426,890 |
) |
|||
Total dividends and distributions to common shareholders |
|
(206,021,578 |
) |
|
(171,430,872 |
) |
|||
|
|
|
|
|
|
|
|||
Capital Share Transactions: |
|
|
|
|
|
|
|||
Reinvestment of dividends and distributions |
|
16,386,960 |
|
|
3,476,807 |
|
|||
Total increase in net assets applicable to common shareholders |
|
36,170,175 |
|
|
3,843,649 |
|
|||
|
|
|
|
|
|
|
|||
Net Assets Applicable to Common Shareholders: |
|
|
|
|
|
|
|||
Beginning of year |
|
1,720,102,627 |
|
|
1,716,258,978 |
|
|||
End of year (including dividends in excess of net investment income of $(8,312,245) and $(2,585,048), respectively) |
|
$1,756,272,802 |
|
|
$1,720,102,627 |
|
|||
|
|
|
|
|
|
|
|||
Common Shares Issued in Reinvestment of Dividend and Distributions: |
|
1,094,235 |
|
|
232,168 |
|
|||
14 PIMCO High Income Fund Annual Report | 3.31.07 | See accompanying Notes to Financial Statements
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
1. Organization and Significant Accounting Policies
PIMCO High Income Fund (the Fund), was organized as a Massachusetts business trust on February 18, 2003. Prior to commencing operations on April 30, 2003, the Fund had no operations other than matters relating to its organization and registration as a diversified, closed-end management investment company registered under the Investment Company Act of 1940 and the rules and regulations there under, as amended. Allianz Global Investors Fund Management LLC (the Investment Manager) serves as the 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 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. Capital appreciation is a secondary objective. The Fund attempts to achieve these objectives by investing in a diversified portfolio of U.S. dollar-denominated debt obligations and other income-producing securities that are primarily rated below investment grade.
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.
In July 2006, the Financial Accounting Standards Board 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. The Interpretation is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. Fund management has recently begun to evaluate the application of the Interpretation, and is not in a position at this time to estimate the significance of its impact, if any, on the Funds financial statements. On December 22, 2006, the Securities & Exchange Commission announced that it would not object if a fund implements the Interpretation in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. Consequently, the Fund will be required to comply with the Interpretation by September 30, 2007.
In September 2006, the Financial Accounting Standards Board 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 Funds are in the process of reviewing the Standard against its current valuation policies to determine future applicability.
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.
The following is a summary of significant accounting policies followed by the Fund:
(a) Valuation of Investments
Portfolio securities and other financial instruments for which market quotations are readily available are stated at market value. Portfolio securities and other financial instruments for which market quotations are not readily available or if a development/event occurs that may significantly impact the value of a security, are fair-valued, in good faith, pursuant to guidelines established by the Board of Trustees, including certain fixed income securities which may be valued with reference to securities whose prices are more readily available. The 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
3.31.07 | PIMCO High Income Fund Annual Report 15
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
1. Organization and Significant Accounting Policies (continued)
pricing service. Other Senior Loans are valued at fair value pursuant to procedures approved by the Funds Board of Trustees, which include consideration and evaluation of: (1) the creditworthiness of the borrower and any intermediate participants; (2) the term of the Senior Loan; (3) recent prices in the market for similar loans, if any; (4) recent prices in the market for loans of similar quality, coupon rate, and period until next interest rate reset and maturity; and (5) general economic and market conditions affecting the fair value of the Senior Loan. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. Securities purchased on a when-issued or delayed delivery basis are marked to market daily until settlement at the forward settlement value. Short-term 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. The prices used by the Fund to value securities may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. The Funds net asset value is determined daily as of the close of regular trading (normally, 4:00 p.m. Eastern time) on the New York Stock Exchange (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. Securities purchased and sold on a when-issued or delayed-delivery basis may be settled a month or more after the trade date. Realized gains and losses on investments are determined on the identified cost basis. Interest income is recorded on an accrual basis. Discounts or premiums on debt securities purchased are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. 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 income tax treatment; temporary differences do not require reclassification. To the extent dividends and/or distributions exceed current and accumulated earnings and profits for federal income tax purposes; they are reported as dividends and/or distributions of paid-in capital in excess of par.
(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 Statement of Operations.
The Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments. However, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain or loss upon the sale or maturity of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations; such amount is categorized as foreign currency gain or loss for both financial reporting and income tax reporting purposes.
(f) Futures Contracts
A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker an amount of cash or securities
16 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
1. Organization and Significant Accounting Policies (continued)
equal to the minimum initial margin requirements of the exchange. Pursuant to the contracts, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the 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.
(g) Option Transactions
The Fund may purchase and write (sell) put and call options, for hedging purposes, risk management purposes or as a part of its investment strategy. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from the securities sold through the exercise of put options is decreased by the premiums paid.
When an option is written, the premium received is recorded as an asset with an equal liability and is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transactions, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a put option is exercised, the premium 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.
(h) Interest Rate/Credit Default Swaps
The Fund enters into interest rate and credit default swap contracts (swaps) for investment purposes, to manage its interest rate and credit risk or to add leverage.
As a seller in the credit default swap contract, the Fund 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 obligation. In return, the Fund would make periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such periodic payments are accrued daily and recorded as realized gain (loss).
Interest rate swap agreements involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Net periodic payments received by the Fund are included as part of realized gain (loss) and or change in unrealized appreciation/depreciation on the Statement of Operations.
Swaps are marked to market daily 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
3.31.07 | PIMCO High Income Fund Annual Report 17
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
1. Organization and Significant Accounting Policies (continued)
debt obligation is recorded as the cost of the referenced debt obligation purchased/received. For a credit default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/ delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.
Entering into swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in net interest rates.
(i) Senior Loans
The Fund purchases assignments of Senior Loans originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the Agent) for a lending syndicate of financial institutions (the Lender). When purchasing an assignment, the Fund succeeds all the rights and obligations under the loan agreement with the same rights and obligations as the assigning Lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning Lender.
(j) Forward Foreign Currency Contracts
A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. The Fund may enter into forward foreign currency contracts for the purpose of hedging against foreign currency risk arising from the investment or anticipated investment in securities denominated in foreign currencies. The Fund may also enter into 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.
Credit-linked trust certificates are investments in a limited purpose trust or other vehicle formed under state law which, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to the high yield or another fixed income market.
Similar to an investment in a bond, investments in credit-linked trust certificates represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the 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 enters into transactions with its custodian bank or securities brokerage firms whereby it purchases securities under agreements to resell at an agreed upon price and date (repurchase agreements). Such agreements are carried at the contract amount in the financial statements. Collateral pledged (the securities received), which consists primarily of U.S. government obligations and asset-backed securities, are held by the custodian bank until maturity of the repurchase agreement. Provisions of the repurchase agreements and the procedures adopted by the Fund require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Fund may be delayed or limited.
(m) Reverse Repurchase Agreements
The Fund enters into reverse repurchase agreements. In a reverse repurchase agreement, the Fund sells securities to a bank or broker-dealer and agrees to repurchase the securities at a mutually agreed upon date and price. Generally, the effect of such a transaction is that the Fund can recover and reinvest all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement and still be entitled to the returns associated with those portfolio securities. Such transactions are advantageous if the interest cost to the Fund of the reverse
18 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
1. Organization and Significant Accounting Policies (continued)
repurchase transaction is less than the returns it obtains on investments purchased with the cash. Unless the Fund covers its positions in reverse repurchase agreements (by segregating liquid assets at least equal in amount to the forward purchase commitment), its obligations under the agreements will be subject to the Funds limitations on borrowings. Reverse repurchase agreements involve leverage risk and also the risk that the market value of the securities that the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Funds use of the proceeds of the agreement may be restricted pending determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities.
(n) When-Issued/Delayed-Delivery Transactions
The Fund may purchase or sell securities on a when-issued or delayed-delivery basis. The transactions involve a commitment to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. When delayed-delivery purchases are outstanding, the Fund will set aside and maintain until the settlement date in a designated account, liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed-delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Fund may dispose of or renegotiate a delayed-delivery transaction after it is entered into, and may sell when-issued securities before they are delivered, which may result in a realized gain or loss. When a security on a delayed-delivery basis is sold, the Fund does not participate in future gains and losses with respect to the security.
(o) Custody Credits on Cash Balances
The Fund benefits from an expense offset arrangement with its custodian bank whereby uninvested cash balances earn credits which reduce monthly custodian and accounting agent expenses. Had these cash balances been invested in income producing securities, they would have generated income for the Fund.
2. Investment Manager/Sub-Adviser
The Fund has entered into an Investment Management Agreement (the Agreement) with the Investment Manager. Subject to the supervision of the 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 monthly, at an annual rate of 0.70% of the Funds average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding.
The Investment Manager has retained its affiliate, Pacific Investment Management Company LLC (the Sub-Adviser), to manage the Funds investments. Subject to the supervision of the Investment Manager, the Sub-Adviser is responsible for making all the Funds investment decisions. The Investment Manager and not the Fund pays a portion of the fees it receives as Investment Manager to the Sub-Adviser in return for its services, at an annual rate of 0.3575% of the Funds average daily net assets, inclusive of assets attributable to any preferred shares that may be outstanding, for the period from commencement of operations through April 30, 2008, and at an annual rate of 0.50% of average daily net assets, inclusive of assets attributable to any preferred shares that may be outstanding, thereafter.
3. Investment in Securities
For the year ended March 31, 2007, purchases and sales of investments, other than short-term securities were $1,382,622,074 and $1,368,014,405, respectively.
(a) Futures contracts outstanding at March 31, 2007:
Type |
|
Contracts |
|
Market |
|
Expiration |
|
Unrealized |
|
|||||
Long: |
Financial Future British Pound 90 day |
|
1,340 |
|
$309,636 |
|
|
3/19/08 |
|
|
$ |
(361,594 |
) |
|
|
Financial Future Euro 90 day |
|
1,435 |
|
341,261 |
|
|
12/17/07 |
|
|
(789,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
$(1,150,844 |
) |
|
3.31.07 | PIMCO High Income Fund Annual Report 19
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
3. Investment in Securities (continued)
(b) Transactions in options written for the year ended March 31, 2007:
|
|
Contracts/Notional |
|
Premiums |
|
|||||
Options outstanding, March 31, 2006 |
|
|
58,607,211 |
|
|
|
$ |
2,490,254 |
|
|
Options written |
|
|
36,412 |
|
|
|
11,319,123 |
|
|
|
Options terminated in closing purchase transactions |
|
|
(58,643,623 |
) |
|
|
(13,809,377 |
) |
|
|
Options outstanding, March 31, 2007 |
|
|
|
|
|
|
$ |
|
|
|
(c) Credit default swaps contracts outstanding at March 31, 2007:
Swap |
|
Notional |
|
Termination |
|
Payments |
|
Unrealized |
|
|||||||||
Bank of America |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AES Corp. |
|
|
$ |
1,000 |
|
|
12/20/07 |
|
|
|
1.50 |
% |
|
|
$ |
6,199 |
|
|
Williams Cos. |
|
|
|
2,000 |
|
|
12/20/07 |
|
|
|
1.25 |
% |
|
|
13,045 |
|
|
|
Barclays Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Republic of Brazil |
|
|
15,000 |
|
|
2/20/12 |
|
|
|
0.90 |
% |
|
|
78,183 |
|
|
||
Bear Stearns |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cable Systems Corp. |
|
|
3,000 |
|
|
12/20/07 |
|
|
|
2.15 |
% |
|
|
39,767 |
|
|
||
Georgia-Pacific Corp. |
|
|
1,500 |
|
|
12/20/07 |
|
|
|
0.82 |
% |
|
|
1,552 |
|
|
||
MGM Mirage |
|
|
3,500 |
|
|
9/20/09 |
|
|
|
1.92 |
% |
|
|
98,393 |
|
|
||
Royal Caribbean Cruises |
|
|
3,500 |
|
|
9/20/07 |
|
|
|
1.50 |
% |
|
|
21,270 |
|
|
||
Citigroup |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allied Waste Industries |
|
|
3,500 |
|
|
9/20/07 |
|
|
|
2.18 |
% |
|
|
31,947 |
|
|
||
Crown Cork |
|
|
3,500 |
|
|
9/20/07 |
|
|
|
2.38 |
% |
|
|
(32,601 |
) |
|
||
Ford Motor Credit |
|
|
5,000 |
|
|
9/20/07 |
|
|
|
2.00 |
% |
|
|
32,406 |
|
|
||
GMAC |
|
|
10,000 |
|
|
3/20/12 |
|
|
|
1.12 |
% |
|
|
(283,622 |
) |
|
||
GMAC |
|
|
10,000 |
|
|
3/20/12 |
|
|
|
1.88 |
% |
|
|
18,622 |
|
|
||
Owens-Brockway |
|
|
7,000 |
|
|
9/20/07 |
|
|
|
2.05 |
% |
|
|
52,956 |
|
|
||
Starwood Hotels & Resorts Worldwide |
|
|
3,500 |
|
|
9/20/07 |
|
|
|
1.20 |
% |
|
|
17,917 |
|
|
||
Credit Suisse First Boston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ford Motor Credit |
|
|
5,000 |
|
|
6/20/07 |
|
|
|
0.70 |
% |
|
|
3,728 |
|
|
||
Solectron |
|
|
3,000 |
|
|
3/20/12 |
|
|
|
2.85 |
% |
|
|
(113,715 |
) |
|
||
Solectron |
|
|
2,000 |
|
|
6/20/12 |
|
|
|
3.70 |
% |
|
|
|
|
|
||
Deutsche Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Dow Jones CDX High Yield |
|
|
64,000 |
|
|
12/20/11 |
|
|
|
3.25 |
% |
|
|
1,659,356 |
|
|
||
Russian Federation |
|
|
15,000 |
|
|
6/20/07 |
|
|
|
0.44 |
% |
|
|
28,448 |
|
|
||
SoftBank Corp. |
|
|
¥ |
308,000 |
|
|
9/20/07 |
|
|
|
2.30 |
% |
|
|
23,191 |
|
|
|
Goldman Sachs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
DirecTV |
|
|
$ |
5,000 |
|
|
12/20/11 |
|
|
|
(1.70 |
)% |
|
|
(35,994 |
) |
|
|
GMAC |
|
|
15,000 |
|
|
3/20/12 |
|
|
|
1.05 |
% |
|
|
(478,920 |
) |
|
||
HCA |
|
|
1,000 |
|
|
12/20/07 |
|
|
|
0.75 |
% |
|
|
1,251 |
|
|
||
Starwood Hotels & Resorts Worldwide |
|
|
1,000 |
|
|
12/20/07 |
|
|
|
1.10 |
% |
|
|
6,586 |
|
|
||
JP Morgan Chase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
AES Corp. |
|
|
3,500 |
|
|
9/20/07 |
|
|
|
2.15 |
% |
|
|
28,482 |
|
|
||
Electronic Data |
|
|
1,000 |
|
|
12/20/07 |
|
|
|
1.30 |
% |
|
|
8,635 |
|
|
||
Gazprom Capital |
|
|
10,000 |
|
|
2/20/12 |
|
|
|
0.77 |
% |
|
|
8,320 |
|
|
||
GMAC |
|
|
3,000 |
|
|
3/20/12 |
|
|
|
2.11 |
% |
|
|
33,162 |
|
|
||
Smurfit-Stone Container Corp. |
|
|
4,700 |
|
|
12/20/09 |
|
|
|
2.30 |
% |
|
|
68,526 |
|
|
||
20 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
3. Investment in Securities (continued)
Swap |
|
Notional |
|
Termination |
|
Payments |
|
Unrealized |
|
||||||||
Lehman Securities |
|
|
|
|
|
|
|
|
|
||||||||
ArvinMeritor |
|
$ |
3,000 |
|
|
12/20/09 |
|
|
|
2.35% |
|
|
|
$ |
49,763 |
|
|
Ford Motor Credit |
|
4,000 |
|
|
9/20/07 |
|
|
|
2.15% |
|
|
|
28,972 |
|
|
||
NRG Energy |
|
5,000 |
|
|
9/20/11 |
|
|
|
2.25% |
|
|
|
103,271 |
|
|
||
Merrill Lynch |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
AES Corp. |
|
8,000 |
|
|
6/20/07 |
|
|
|
0.95% |
|
|
|
11,358 |
|
|
||
Morgan Stanley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Gazprom Capital |
|
13,000 |
|
|
4/20/11 |
|
|
|
1.05% |
|
|
|
240,295 |
|
|
||
Georgia-Pacific Corp. |
|
5,000 |
|
|
12/20/09 |
|
|
|
1.15% |
|
|
|
7,276 |
|
|
||
Royal Bank of Scotland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Republic of Indonesia |
|
10,000 |
|
|
3/20/12 |
|
|
|
1.10% |
|
|
|
(15,466 |
) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,762,559 |
|
|
(d) Interest rate swap agreements outstanding at March 31, 2007:
|
|
|
|
|
|
Rate Type |
|
|
|
|||||
Swap Counterparty |
|
Notional |
|
Termination |
|
Payments |
|
Payments |
|
Unrealized |
|
|||
Barclays Bank |
|
$ 685,000 |
|
|
6/21/25 |
|
|
5.70% |
|
3 month LIBOR |
|
$ |
(11,631,574 |
) |
Citigroup |
|
240,000 |
|
|
7/20/16 |
|
|
3 month LIBOR |
|
5.10% |
|
(2,515,800 |
) |
|
Deutsche Bank |
|
207,200 |
|
|
12/19/08 |
|
|
3 month LIBOR |
|
5.00% |
|
101,777 |
|
|
Deutsche Bank |
|
£400 |
|
|
9/15/10 |
|
|
6 month LIBOR |
|
5.00% |
|
(13,181 |
) |
|
Goldman Sachs |
|
$39,400 |
|
|
12/19/08 |
|
|
3 month LIBOR |
|
5.00% |
|
12,100 |
|
|
Goldman Sachs |
|
1,800,000 |
|
|
6/21/26 |
|
|
3 month LIBOR |
|
6.00% |
|
100,036,275 |
|
|
Goldman Sachs |
|
1,800,000 |
|
|
6/21/26 |
|
|
6.00% |
|
3 month LIBOR |
|
(103,139,494 |
) |
|
Lehman Securities |
|
33,100 |
|
|
6/20/17 |
|
|
5.00% |
|
3 month LIBOR |
|
753,657 |
|
|
UBS |
|
8,700 |
|
|
12/19/08 |
|
|
3 month LIBOR |
|
5.00% |
|
4,934 |
|
|
UBS |
|
400,000 |
|
|
7/20/16 |
|
|
5.10% |
|
3 month LIBOR |
|
(3,043,771 |
) |
|
UBS |
|
400,000 |
|
|
7/20/16 |
|
|
3 month LIBOR |
|
6.45% |
|
1,969,023 |
|
|
UBS |
|
680,000 |
|
|
6/21/25 |
|
|
3 month LIBOR |
|
5.70% |
|
28,269,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,803,869 |
|
The Fund received $35,250,000 par value in U.S. Treasury Bills as collateral for swap contracts.
LIBORLondon Interbank Offered Rate
3.31.07 | PIMCO High Income Fund Annual Report 21
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
3. Investment in Securities (continued)
(e) Forward foreign currency contracts outstanding at March 31, 2007:
|
|
|
|
|
|
Unrealized |
|
||||||||
|
|
U.S. $ Value |
|
U.S. $ Value |
|
Appreciation |
|
||||||||
|
|
Origination Date |
|
March 31, 2007 |
|
(Depreciation) |
|
||||||||
Purchased: |
3,005,000 settling 4/26/07 |
|
$ |
4,016,663 |
|
|
$ |
4,004,293 |
|
|
|
$ |
(12,370 |
) |
|
|
¥ 115,432,000 settling 5/15/07 |
|
|
959,232 |
|
|
|
983,691 |
|
|
|
24,459 |
|
|
|
Sold: |
£ 6,111,000 settling 4/5/07 |
|
|
11,965,712 |
|
|
|
11,985,666 |
|
|
|
(19,954 |
) |
|
|
|
49,798,000 settling 4/26/07 |
|
|
66,568,477 |
|
|
|
66,358,005 |
|
|
|
210,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$202,607 |
|
|
£British Pound
Euros
¥Japanese Yen
(f) Open reverse repurchase agreements at March 31, 2007:
Counterparty |
|
Rate |
|
Trade Date |
|
Maturity Date |
|
Principal & Interest |
|
Par |
|
|||||||
Lehman Securities |
|
4.50% |
|
|
10/30/06 |
|
|
4/25/08 |
|
|
$ |
4,879,061 |
|
|
|
$ |
4,787,500 |
|
|
|
1.00% |
|
|
5/26/06 |
|
|
5/26/08 |
|
|
|
4,929,587 |
|
|
|
|
4,887,500 |
|
|
|
5.20% |
|
|
3/5/07 |
|
|
3/5/09 |
|
|
|
48,500,919 |
|
|
|
|
48,312,500 |
|
|
|
5.25% |
|
|
3/9/07 |
|
|
3/9/09 |
|
|
|
66,723,052 |
|
|
|
|
66,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
124,487,500 |
|
Collateral for open reverse repurchase agreements at March 31, 2007 as reflected in the schedule of investments:
Counterparty |
|
Description |
|
Rate |
|
Maturity Date |
|
Par |
|
Value (including |
|
||||||
Lehman Securities |
|
American Airlines, Inc. |
|
8.608% |
|
|
10/1/12 |
|
|
$ |
5,000,000 |
|
|
$ |
5,505,825 |
|
|
|
|
Dow Jones CDX High Yield |
|
8.375% |
|
|
12/29/11 |
|
|
|
70,000,000 |
|
|
|
74,264,288 |
|
|
|
|
Hawaiian Telcom Communications, Inc. |
|
9.75% |
|
|
5/1/13 |
|
|
|
5,000,000 |
|
|
|
5,403,350 |
|
|
|
|
Targeted Return Index Securities Trust |
|
7.548% |
|
|
5/1/16 |
|
|
|
50,000,000 |
|
|
|
51,886,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
137,060,387 |
|
|
The weighted average daily balance of Reverse Repurchase Agreements outstanding for the year end March 31, 2007 was $98,453,912 at a weighted average interest rate of 4.59%
4. Income Tax Information
The tax character of dividends and distributions paid were:
|
|
Year Ended |
|
Year Ended |
|
||
Ordinary Income |
|
$227,359,407 |
|
|
$200,189,233 |
|
|
Long-Term Capital Gains |
|
23,660,203 |
|
|
4,415,639 |
|
|
In accordance with U.S. Treasury regulations, the Fund elected to defer realized foreign currency losses of $1,715,818 and realized capital losses of $6,772,202, arising after October 31, 2006. Such losses are treated as arising on April 1, 2007.
22 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
4. Income Tax Information (continued)
Net investment income and net realized gains differ for financial statement and tax purposes primarily due to the treatment of amounts received under swap agreements. For the year ended March 31, 2007, the Fund received $19,176,069 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.
For the year ended March 31, 2007, permanent book-tax differences were primarily attributable to the differing treatment of foreign currency transactions swap payments and consent fees. These adjustments were to decrease dividends in excess of net investment income and decrease accumulated net realized gains by $10,396,085.
The cost basis of portfolio securities for federal income tax purposes is $2,673,481,242. Aggregated gross unrealized appreciation for securities in which there is an excess value over tax cost is $123,778,340; aggregate gross unrealized depreciation for securities in which there is an excess of tax cost over value is $10,010,860; net unrealized appreciation for federal income tax purposes is $113,767,480. The difference between book and tax appreciation is primarily attributable to wash sales and mark-to-market on option contracts.
5. Auction Preferred Shares
The Fund has issued 7,200 shares of Preferred Shares Series M, 7,200 shares of Preferred Shares Series T, 7,200 shares of Preferred Shares Series W, 7,200 shares of Preferred Shares Series TH and 7,200 shares of Preferred Shares Series F each with a net asset and liquidation value of $25,000 per share plus accrued dividends.
Dividends and distributions of net realized long-term capital gains, if any, are accumulated daily at an annual rate (typically re-set every seven days) through auction procedures.
For the year ended March 31, 2007, the annualized dividend rate ranged from:
|
|
High |
|
Low |
|
At March 31, 2007 |
|
|||
Series M |
|
5.32% |
|
|
4.50% |
|
|
5.15% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series T |
|
5.32% |
|
|
4.50% |
|
|
5.20% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series W |
|
5.35% |
|
|
4.50% |
|
|
5.25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series TH |
|
5.40% |
|
|
4.50% |
|
|
5.23% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series F |
|
5.32% |
|
|
4.60% |
|
|
5.15% |
|
|
The Fund is subject to certain limitations and restrictions while Preferred Shares are outstanding. Failure to comply with these limitations and restrictions could preclude the Fund from declaring any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of Preferred Shares at their liquidation value.
Preferred Shares, which are entitled to one vote per share, generally vote together with the common stock but vote separately as a class to elect two Trustees and on any matters affecting the rights of the preferred shares.
6. Subsequent Common Dividend Declarations
On April 2, 2007, a dividend of $0.121875 per share was declared to common shareholders payable May 1, 2007 to shareholders of record on April 12, 2007.
On May 1, 2007, a dividend of $0.121875 per share was declared to common shareholders payable June 1, 2007 to shareholders of record on May 11, 2007.
7. Legal Proceedings
In June and September 2004, the Investment Manager and certain of its affiliates (Allianz Global Investors Distributors LLC, PEA Capital LLC and Allianz Global), agreed to settle, without admitting or denying the allegations, claims brought by the Securities and Exchange Commission (the Commission), the New Jersey Attorney General and the California 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. Two settlements (with the Commission and New Jersey) related to an alleged market timing arrangement in certain open-end funds sub-advised by PEA Capital LLC. Two settlements (with the Commission and California) related to the alleged use of cash and fund portfolio commissions to finance shelf-space arrangements with broker-dealers for open-end funds. The Investment Manager and its affiliates agreed to pay a total of $68 million to settle the claims related to market timing and $20.6 million to settle
3.31.07 | PIMCO High Income Fund Annual Report 23
PIMCO High Income Fund Notes to Financial Statements
March 31, 2007
7. Legal Proceedings (continued)
the claims related to shelf space. In addition to monetary payments, the settling parties agreed to undertake certain corporate governance, compliance and disclosure reforms related to market timing, brokerage commissions, revenue sharing and shelf space arrangements, and consented to cease and desist orders and censures. 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 and revenue sharing/shelf-space/directed brokerage, 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 United States District Court for the District of Maryland, and the revenue sharing/shelf-space/directed brokerage lawsuits have been consolidated in the United States District Court for the District of Connecticut. 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.
24 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Financial Highlights
For a share of common stock outstanding throughout each period.
|
||||||||||||
|
|
Year ended |
|
For the period |
||||||||
|
|
March 31, 2007 |
|
March 31, 2006 |
|
March 31, 2005 |
|
March 31, 2004 |
||||
Net asset value, beginning of period |
|
$15.02 |
|
|
$15.02 |
|
|
$15.45 |
|
|
$14.33 |
** |
Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
1.68 |
|
|
1.66 |
|
|
1.65 |
|
|
1.28 |
|
Net realized and change in unrealized gain on investments, futures contracts, options written, swaps, unfunded loan commitments and foreign currency transactions |
|
0.67 |
|
|
0.13 |
|
|
0.03 |
|
|
1.23 |
|
Total from investment operations |
|
2.35 |
|
|
1.79 |
|
|
1.68 |
|
|
2.51 |
|
Dividends and Distributions on Preferred Shares from: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.36 |
) |
|
(0.29 |
) |
|
(0.14 |
) |
|
(0.07 |
) |
Net realized gains |
|
(0.03 |
) |
|
(0.00 |
)(a) |
|
(0.01 |
) |
|
|
|
Total dividends and distributions on preferred shares |
|
(0.39 |
) |
|
(0.29 |
) |
|
(0.15 |
) |
|
(0.07 |
) |
Net increase in net assets applicable to common shareholders resulting from investment operations |
|
1.96 |
|
|
1.50 |
|
|
1.53 |
|
|
2.44 |
|
Dividends and Distributions to Common Shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(1.46 |
) |
|
(1.46 |
) |
|
(1.51 |
) |
|
(1.22 |
) |
Net realized gains |
|
(0.33 |
) |
|
(0.04 |
) |
|
(0.45 |
) |
|
|
|
Total dividends and distributions to common shareholders |
|
(1.79 |
) |
|
(1.50 |
) |
|
(1.96 |
) |
|
(1.22 |
) |
Capital Share Transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock offering costs charged to paid-in capital in excess of par |
|
|
|
|
|
|
|
|
|
|
(0.01 |
) |
Preferred shares offering costs/underwriting discounts charged to paid-in capital in excess of par |
|
|
|
|
|
|
|
|
|
|
(0.09 |
) |
Total capital share transactions |
|
|
|
|
|
|
|
|
|
|
(0.10 |
) |
Net asset value, end of period |
|
$15.19 |
|
|
$15.02 |
|
|
$15.02 |
|
|
$15.45 |
|
Market price, end of period |
|
$15.96 |
|
|
$15.07 |
|
|
$14.08 |
|
|
$14.78 |
|
Total Investment Return (1) |
|
19.29 |
% |
|
18.35 |
% |
|
8.81% |
|
|
7.08 |
% |
RATIOS/SUPPLEMENTAL DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common shareholders, end of period (000) |
|
$1,756,273 |
|
|
$1,720,103 |
|
|
$1,716,259 |
|
|
$1,765,102 |
|
Ratio of expenses to average net assets, including interest expense (2)(3) |
|
1.55 |
% |
|
1.28 |
% |
|
1.26 |
% |
|
1.18 |
%(4) |
Ratio of expenses to average net assets, excluding interest expense (2)(3) |
|
1.28 |
% |
|
1.27 |
% |
|
1.26 |
% |
|
1.18 |
%(4) |
Ratio of net investment income to average net |
|
11.29 |
% |
|
11.02 |
% |
|
10.68 |
% |
|
9.34 |
%(4) |
Preferred shares asset coverage per share |
|
$73,758 |
|
|
$72,762 |
|
|
$72,662 |
|
|
$74,024 |
|
Portfolio turnover |
|
53 |
% |
|
65 |
% |
|
40 |
% |
|
73 |
% |
* |
Commencement of operations. |
** |
Initial public offering price of $15.00 per share less underwriting discount of $0.675 per share. |
(a) |
Less then $0.005 per common share. |
(1) |
Total investment return is calculated assuming a purchase of a share of common stock at the current market price on the first day of each period and a sale of a share of common stock at the current market price on the last day of each period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges. Total investment return for a period of less than one year is not annualized. |
(2) |
Calculated on the basis of income and expenses applicable to both common and preferred shares relative to the average net assets of common shareholders. |
(3) |
Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(o) in Notes to Financial Statements). |
(4) |
Annualized. |
See accompanying Notes to Financial Statements | 3.31.07 | PIMCO High Income Fund Annual Report 25
PIMCO High Income Fund Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
PIMCO High Income Fund
In our opinion, the accompanying statement 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 High Income Fund (the Fund) at March 31, 2007, 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 three years in the period then ended and for the period April 30, 2003 (commencement of operations) through March 31, 2004, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at March 31, 2007 by correspondence with the custodian, brokers and agent banks, provide a reasonable basis for our opinion.
PricewaterhouseCoopers
LLP
New York, New York
May 31, 2007
26 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund |
Tax Information/Annual Shareholder |
|
Meeting Results/Corporate Changes (unaudited) |
Tax Information:
Subchapter M of the Internal Revenue Code of 1986, as amended, requires the Fund to advise shareholders within 60 days of the Funds tax year ended (March 31, 2007) as to the federal tax status of dividends and distributions received by shareholders during such tax year. Per share dividends for the tax year ended March 31, 2007 were as follows:
Dividends to common shareholders from ordinary income |
|
$ |
1.6175 |
|
Dividends to preferred shareholders from ordinary income |
|
$ |
1,140.8970 |
|
|
|
|
|
|
Distributions to common shareholders from long-term gains |
|
$ |
0.1729 |
|
Distribution to preferred shareholders from long-term gains |
|
$ |
109.0483 |
|
Since the Funds tax year is not the calendar year, another notification will be sent with respect to calendar year 2007. In January 2008, shareholders will be advised on IRS Form 1099 DIV as to the federal tax status of the dividends and distributions received during calendar 2007. The amount that will be reported will be the amount to use on your 2007 federal income tax return and may differ from the amount which must be reported in connection with the Funds tax year ended March 31, 2007. Shareholders are advised to consult their tax advisers as to the federal, state and local tax status of the dividend income received from the Fund.
Annual Shareholder Meeting Results:
The Fund held its annual meetings of shareholders on December 14, 2006. Common and/or Preferred shareholders voted to elect/re-elect the Trustees as indicated below:
|
|
Affirmative |
|
Withheld |
|
Class I Trustee: |
|
|
|
|
|
Election of William B. Ogden, IV to serve until 2007 |
|
98,823,941 |
|
1,051,626 |
|
Class III Trustee: |
|
|
|
|
|
Re-election of Paul Belica to serve until 2009 |
|
98,786,795 |
|
1,088,772 |
|
Messrs. Robert E. Connor*, John J. Dalessandro II*, Hans W. Kertess, John C. Maney and R. Peter Sullivan III continue to serve as Trustees of the Fund.
* Preferred Shares Trustee
Corporate Changes:
On December 12, 2006, the Funds Board of Trustees appointed John C. Maney as a Class III (interested) Trustee and appointed Hans W. Kertess as Chairman of the Board of Trustees, effective January 1, 2007.
3.31.07 | PIMCO High Income Fund Annual Report 27
PIMCO High 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 may obtain non-public personal information about you. This information may come from sources such as account applications and other forms, from other written, electronic or verbal correspondence, from your transactions, from your brokerage or financial advisory firm, financial adviser or consultant, and/or from information captured on our internet web sites.
Respecting Your Privacy
We do not disclose any personal or account information provided by you or gathered by us to non-affiliated third parties, except as required or permitted by law. As is common in the industry, non-affiliated companies may from time to time be used to provide certain services, such as preparing and mailing prospectuses, reports, account statements and other information, conducting research on client satisfaction, and gathering shareholder proxies. We may also retain non-affiliated companies to market our products and enter in joint marketing agreements with other companies. These companies may have access to your personal and account information, but are permitted to use the information solely to provide the specific service or as otherwise permitted by law. We may also provide your personal and account information to your brokerage or financial advisory firm and/or to your financial adviser or consultant.
Sharing Information with Third Parties
We do reserve the right to disclose or report personal information to non-affiliated third parties in limited circumstances where we believe in good faith that disclosure is required under law, to cooperate with regulators or law enforcement authorities, to protect our rights or property, or upon reasonable request by any mutual fund in which you have chosen to invest. In addition, 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, 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 twelve months ended June 30, 2006 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.
28 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Dividend Reinvestment Plan (unaudited)
Pursuant to the Funds Dividend Reinvestment Plan (the Plan), all Common Shareholders whose shares are registered in their own names will have all dividends, including any capital gain dividends, reinvested automatically in additional Common Shares by PFPC Inc., as agent for the Common Shareholders (the Plan Agent), unless the shareholder elects to receive cash. An election to receive cash may be revoked or reinstated at the option of the shareholder. In the case of record shareholders such as banks, brokers or other nominees that hold Common Shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder as representing the total amount registered in such shareholders name and held for the account of beneficial owners who are to participate in the Plan. Shareholders whose shares are held in the name of a bank, broker or nominee should contact the bank, broker or nominee for details. All distributions to investors who elect not to participate in the Plan (or whose broker or nominee elects not to participate on the investors behalf), will be paid cash by check mailed, in the case of direct shareholder, to the record holder by PFPC Inc., as the Funds dividend disbursement agent.
Unless you (or your broker or nominee) elects not to participate in the Plan, the number of Common Shares you will receive will be determined as follows:
(1) If on the payment date the net asset value of the Common Shares is equal to or less than the market price per Common Share plus estimated brokerage commissions that would be incurred upon the purchase of Common Shares on the open market, the 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
(2) If on the payment date the net asset value of the Common Shares is greater than the market price per Common Share plus estimated brokerage commissions that would be incurred upon the purchase of Common Shares on the open market, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the New York Stock Exchange or elsewhere, for the participants accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price on the payment date, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the 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, PFPC Inc., P.O. Box 43027, Providence, RI 02940-3027, telephone number (800) 331-1710.
3.31.07 | PIMCO High Income Fund Annual Report 29
PIMCO High Income Fund Board of Trustees (unaudited)
Name, Date of Birth, Position(s)
Held with Fund,
|
|
Principal Occupation(s) During Past 5 Years:
|
The address of each trustee is 1345 Avenue of the Americas, New York, NY 10105. |
|
|
|
|
|
Hans W.
Kertess Term of office: Expected to stand for re-election at 2007 annual meeting of shareholders. Trustee/Director of 27 Funds in Fund Complex; Trustee/Director of no funds outside of Fund Complex |
|
President, H. Kertess & Co., a financial advisory company; Formerly, Managing Director, Royal Bank of Canada Capital Markets. |
|
|
|
Paul
Belica Term of office: Expected to stand for re-election at 2009 annual meeting of shareholders. Trustee/Director of 27 funds in Fund Complex Trustee/Director of no funds outside of Fund Complex |
|
Retired. Formerly Director, Student Loan Finance Corp., Education Loans, Inc., Goal Funding, Inc., Goal Funding II, Inc. and Surety Loan Fund, Inc.; formerly, Manager of Stratigos Fund LLC, Whistler Fund LLC, Xanthus Fund LLC & Wynstone Fund LLC. |
|
|
|
Robert E.
Connor Term of office: Expected to stand for re-election at 2007 annual meeting of shareholders. Trustee/Director of 27 funds in Fund Complex Trustee/Director of no funds outside of Fund Complex |
|
Corporate Affairs Consultant. Formerly, Senior Vice President, Corporate Office, Smith Barney Inc. |
|
|
|
John J.
Dalessandro II Term of office: Expected to stand for re-election Trustee/Director of 27 funds in Fund Complex Trustee/Director of no funds outside of Fund complex |
|
Retired. Formerly, President and Director, J.J. Dalessandro II Ltd., registered broker-dealer and member of the New York Stock Exchange. |
|
|
|
William
B. Ogden, IV Term of office: Expected to stand for election at 2007 annual meeting of shareholders. Trustee/Director of 26 Funds in Fund Complex; Trustee/Director of no funds outside of Fund Complex |
|
Asset Management Industry Consultant; Formerly, Managing Director, Investment Banking Division of Citigroup Global Markets Inc. |
|
|
|
R. Peter
Sullivan III Term of office: Expected to stand for re-election at 2008 annual meeting of shareholders. Trustee/Director of 25 funds in Fund Complex Trustee/Director of no funds outside of Fund Complex |
|
Retired. Formerly, Managing Partner, Bear Wagner Specialists LLC, specialist firm on the New York Stock Exchange. |
30 PIMCO High Income Fund Annual Report | 3.31.07
PIMCO High Income Fund Board of Trustees (unaudited) (continued)
Name,
Date of Birth, Position(s) Held with Fund,
|
|
Principal Occupation(s) During Past 5 Years:
|
John C. Maney Term of office: Expected to stand for election at 2007 annual meeting of shareholders. Trustee/Director of 63 Funds in the Fund Complex Trustee/Director of No Funds outside the Fund Complex |
|
Chief Financial Officer of Allianz Global Investors Fund Management LLC; Managing Director and Chief Financial Officer of AGIFM and Allianz Global Investors of America L.P. since Jan. 2005 and Chief Operating Officer of Allianz Global Investors of America since Nov. 2006, Executive Vice President and Chief Financial Officer since 2001. Chief Financial Officer of PIMCO, Oppenheimer Capital LLC, AGID, NFJ Investment Group and a number of other affiliated entities. Chief Financial Officer and Executive Vice President of Allianz Global Investors Distributors LLC. Formerly, Executive Vice President and Chief Financial Officer of Apria Healthcare Group, Inc. (1998-2001) |
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 the Funds Trustees is available in the Funds Statement of Additional Information, dated April 24, 2003 which can be obtained upon request, without charge, by calling the Funds shareholder servicing agent at (800) 331-1710.
3.31.07 | PIMCO High Income Fund Annual Report 31
PIMCO High Income Fund Principal Officers (unaudited)
Name, Date of Birth, Position(s) Held with Fund.
|
|
Principal Occupation(s) During Past 5 Years:
|
Brian S. Shlissel |
|
Executive Vice President, Director of Fund Administration, Allianz Global Investors Fund Management LLC; Director of 8 funds in the Fund Complex; President and Chief Executive Officer of 35 funds in the Fund Complex; Treasurer; Principal Financial and Accounting Officer of 36 funds in the Fund Complex. |
|
|
|
Lawrence G. Altadonna Treasurer, Principal/Financial |
|
Senior Vice President, Allianz Global Investors Fund Management LLC; Treasurer, Principal Financial and Accounting officer of 36 funds in the Fund Complex; Assistant Treasurer of 38 funds in the Fund Complex. |
|
|
|
Thomas J. Fuccillo Vice President, Secretary & |
|
Senior Vice President, Senior Fund Attorney, Allianz Global Investors of America L.P., Secretary of 71 funds in the Fund Complex. Formerly, Vice President and Associate General Counsel, Neuberger Berman LLC. |
|
|
|
Scott Whisten |
|
Vice President, Allianz Global Investors Fund Management LLC; Assistant Treasurer of 35 funds in the Fund Complex. Formerly Accounting Manager Prudential Investments (2002-2005). |
|
|
|
Youse E. Guia |
|
Senior Vice President, Group Compliance Manager, Allianz Global Investors of America L.P., Chief Compliance Officer of 71 funds in the Fund Complex. Formerly, Vice President, Group Compliance Manager, Allianz Global Investors of America L.P. (2002-2004), Audit Manager, Pricewaterhouse Coopers LLP (1996-2002). |
|
|
|
William V. Healey |
|
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 71 funds in the Fund Complex. Formerly, Chief Legal Officer, Vice President and Associate General Counsel of The Prudential Insurance Company of America (1998-2005). |
|
|
|
Richard H. Kirk |
|
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 71 funds in the Fund Complex. Formerly, Vice President, Counsel, The Prudential Insurance Company of America/American Skandia (2002-2004). |
|
|
|
Kathleen A. Chapman |
|
Assistant Secretary of 71 funds in the Fund Complex. Formerly 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). |
|
|
|
Lagan Srivastava |
|
Assistant Secretary of 71 funds in the Fund Complex. 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.
32 PIMCO High Income Fund Annual Report | 3.31.07
(This Page Intentionally Left Blank)
(This Page Intentionally Left Blank)
(This Page Intentionally Left Blank)
(This Page Intentionally Left Blank)
Trustees and Principal Officers
Hans
W. Kertess
Trustee, Chairman of the Board of Trustees
Paul
Belica
Trustee
Robert
E. Connor
Trustee
John
J. Dalessandro II
Trustee
John
C. Maney
Trustee
William
B. Ogden, IV
Trustee
R.
Peter Sullivan III
Trustee
Brian
S. Shlissel
President & Chief Executive Officer
Lawrence
G. Altadonna
Treasurer, Principal Financial & Accounting Officer
Thomas
J. Fuccillo
Vice President, Secretary & Chief Legal Officer
Scott
Whisten
Assistant Treasurer
Youse
E. Guia
Chief Compliance Officer
Kathleen
A. Chapman
Assistant Secretary
William
V. Healey
Assistant Secretary
Richard
H. Kirk
Assistant Secretary
Lagan
Srivastava
Assistant Secretary
Investment Manager
Allianz Global Investors Fund Management LLC
1345 Avenue of the Americas
New York, NY 10105
Sub-Adviser
Pacific Investment Management Company LLC
840 Newport Center Drive
Newport Beach, CA 92660
Custodian & Accounting Agent
State Street Bank & Trust Co.
801 Pennsylvania
Kansas City, MO 64105-1307
Transfer Agent, Dividend Paying Agent and Registrar
PFPC Inc.
P.O. Box 43027
Providence, RI 02940-3027
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Legal Counsel
Ropes & Gray LLP
One International Place
Boston, MA 02210-2624
This report, including the financial information herein, is transmitted to the shareholders of PIMCO High Income Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarter of its fiscal year on Form N-Q. The 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 January 8, 2007, 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.
(b) During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, there were not any waivers or implicit waivers to a provision of the code of ethics adopted in 2(a) above.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The 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 $74,500 in 2006 and $75,000 in 2007.
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 $20,000 in 2006 and $16,000 in 2007. These services consist of accounting consultations, agreed upon procedure reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares), attestation reports and comfort letters.
c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax service and tax planning (Tax Services) were $11,850 in 2006 and $12,500 in 2007. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.
d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant.
e) 1. Audit Committee Pre-Approval Policies and Procedures. The Registrants Audit Committee has established policies and procedures for pre-approval of all audit and permissible non-audit services by the Auditor for the Registrant, as well as the Auditors engagements related directly to the operations and financial reporting of the Registrant. The Registrants policy is stated below.
PIMCO High 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 FUNDS
On an annual basis, the Funds Committee will review and pre-approve the scope of the audits of the Funds and proposed audit fees and permitted non-audit (including audit-related) services that may be performed by the Funds independent accountants. At least annually, the Committee will receive a report of all audit and non-audit services that were rendered in the previous calendar year pursuant to this Policy. In addition to the 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 Funds will also require the separate written pre-approval of the President of the Funds, 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 $100,000. Any such pre-approval shall be reported to the full Committee at its next regularly scheduled meeting.
TAX SERVICES
The following categories of tax services are considered to be consistent with the role of the Funds independent accountants and services falling under one of these categories will be pre-approved by the Committee on an annual basis if the Committee deems those services to be consistent with the accounting 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 $100,000. Any such pre-approval shall be reported to the full Committee at its next regularly scheduled meeting.
PROSCRIBED SERVICES
The Funds independent accountants will not render services in the following categories of non-audit services:
Bookkeeping or other services related to the accounting records or financial statements of the Funds
Financial information systems design and implementation
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
Actuarial services
Internal audit outsourcing services
Management functions or human resources
Broker or dealer, investment adviser or investment banking services
Legal services and expert services unrelated to the audit
Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible
PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO OTHER ENTITIES WITHIN THE FUND COMPLEX
The Committee will pre-approve annually any permitted non-audit services to be provided to Allianz Global Investors Fund Management LLC (Formerly, PA Fund Management LLC) or any other investment manager to the Funds (but not including any sub-adviser whose role is primarily portfolio management and is sub-contracted by the investment manager) (the Investment Manager) and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Funds (including affiliated sub-advisers to the Funds), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Funds (such entities, including the Investment Manager, shall be referred to herein as the Accounting Affiliates). Individual projects that are not presented to the Committee as part of the annual pre-approval process, may be pre-approved, if deemed consistent with the accounting 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 $100,000. Any such pre-approval shall be reported to the full Committee at its next regularly scheduled meeting.
Although the Committee will not pre-approve all services provided to the Investment Manager and its affiliates, the Committee will receive an annual report from the Funds independent accounting firm showing the aggregate fees for all services provided to the Investment Manager and its affiliates.
DE MINIMUS EXCEPTION TO REQUIREMENT OF PRE-APPROVAL OF NON-AUDIT SERVICES
With respect to the provision of permitted non-audit services to a Fund or Accounting Affiliates, the pre-approval requirement is waived if:
(1) The aggregate amount of all such permitted non-audit services provided constitutes no more than (i) with respect to such services provided to the Fund, five percent (5%) of the total amount of revenues paid by the Fund to its independent accountant during the fiscal year in which the services are provided, and (ii) with respect to such services provided to Accounting Affiliates, five percent (5%) of the total amount of revenues paid to the Funds independent accountant by the Fund and the Accounting Affiliates during the fiscal year in which the services are provided;
(2) Such services were not recognized by the Fund at the time of the engagement for such services to be non-audit services; and
(3) Such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by the Committee Chairman (or any other Committee member who is a disinterested trustee under the Investment Company Act to whom this Committee Chairman or other delegate shall be reported to the full Committee at its next regularly scheduled meeting.
e) 2. No services were approved pursuant to the procedures contained in paragraph (C) (7) (i) (C) of Rule 2-01 of Registration S-X.
f) Not applicable
g) Non-audit fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to the Adviser, for the 2006 Reporting Period was $2,762,103 and the 2007 Reporting Period was $2,307,704.
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, John J. Dalessandro II, Hans W. Kertess, R. Peter Sullivan III and William B. Ogden, IV.
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 HIGH 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. TheTrust believes that the firms and/or persons purchasing and selling securities for the Trust and analyzing the performance of the 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, the 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. Summary of the detailed proxy voting policies of the Trusts current sub-adviser is set forth in Appendix B attached hereto. Such summaries may be revised from time to time to reflect changes to the sub-advisers detailed proxy voting policies.
3. The party voting the proxies (i.e., the sub-adviser or portfolio manager) 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 the sub-adviser of a 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 summaries of the detailed proxy voting policies of each 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 June 8, 2007, the following individual has primary responsibility for the day-to-day management of the PIMCO High Income Fund (PHK) (the Fund):
Mark T. Hudoff
Mr. Hudoff has been the Portfolio Manager of the Fund since May 2007.
Mr. Hudoff is an Executive Vice President and portfolio manager in the high yield area. He joined PIMCO in 1996, previously having been associated with BCA where he worked as a fixed income strategist. Mr. Hudoff started as a credit analyst for the high yield team and moved to Europe in 2000 to build and manage our European credit business, including the management of PIMCOs European High Yield funds. He currently oversees the European team and our Global High Yield products. Mr. Hudoff has eighteen years of investment experience and holds a bachelors degree in economics from Arizona State University, and an MBA in finance from the University of Chicago School of Business.
(a)(2)
The following summarizes information regarding each of the accounts, excluding the Fund that were managed by the Portfolio Manager as of May 31, 2007, including accounts managed by a team, committee, or other group that includes the Portfolio Manager. Unless mentioned otherwise, the advisory fee charged for managing each of the accounts listed below is not based on performance.
|
|
|
|
Registered Investment |
|
Other Pooled Investment |
|
Other Accounts |
|
||||||
PM |
|
Fund |
|
# |
|
AUM($million) |
|
# |
|
AUM($million) |
|
# |
|
AUM($million) |
|
Mark T. Hudoff |
|
PHK |
|
7 |
|
10,218.28 |
|
25 |
* |
7,967.77 |
* |
25 |
|
5,154.61 |
|
* Of these other pooled investment vehicles, one account totaling $60.79 million in assets pay an advisory fee that is based in part on the performance of the account.
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 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 May 31, 2007, the following explains the compensation structure of the individual that has 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:
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 and relative to applicable industry peer groups;
Appropriate risk positioning that is consistent with PIMCOs investment philosophy and the Investment Committee/CIO approach to the generation of alpha;
Amount and nature of assets managed by the portfolio manager;
Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);
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;
Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;
Contributions to asset retention, gathering and client satisfaction;
Contributions to mentoring, coaching and/or supervising; and
Personal growth and skills added.
A portfolio managers compensation is not based directly on the performance of any portfolio or any other account managed by that portfolio manager. Final bonus award amounts are determined by the PIMCO Compensation Committee.
Retention Bonuses. Certain portfolio managers may receive a discretionary, fixed amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO. Each portfolio manager who is a Senior Vice President or Executive Vice President of PIMCO receives a variable amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO.
Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan (Cash Bonus Plan), which provides cash awards that appreciate or depreciate based upon the performance of 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 Investorss 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.
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 Managing Director Compensation Committee, based upon an individuals overall contribution to the firm and the Bonus Factors.
From time to time, under the PIMCO Class B Unit Purchase Plan, Managing Directors and certain executive management (including Executive Vice Presidents) of PIMCO may become eligible to purchase Class B Units of PIMCO. Upon their purchase, the Class B Units are immediately exchanged for Class A Units of PIMCO Partners, LLC, a California limited liability company that holds a minority interest in PIMCO and is owned by the Managing Directors and certain executive management of PIMCO. The Class A Units of PIMCO Partners, LLC entitle their holders to distributions of a portion of the profits of PIMCO. The PIMCO Compensation Committee determines which Managing Directors and executive management may purchase Class B Units and the number of Class B Units that each may purchase. The Class B Units are purchased pursuant to full recourse notes issued to the holder. The base compensation of each Class B Unit holder is increased in an amount equal to the principal amortization applicable to the notes given by the Managing Director or member of executive management.
Portfolio managers who are Managing Directors also have long-term employment contracts, which guarantee severance payments in the event of involuntary termination of a Managing 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 5/31/07.
PIMCO High Income Fund
Portfolio Manager |
|
Dollar Range of Equity Securities in the Funds |
Mark T. Hudoff |
|
None |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED COMPANIES
|
|
|
|
|
|
Total Number |
|
Maximum Number of |
|
|
|
|
|
|
|
Of Shares Purchased |
|
Shares That May Yet Be |
|
|
|
Total Number |
|
Average |
|
As Part Of Publicly |
|
Purchased Under The |
|
|
|
Of Shares |
|
Price Paid |
|
Announced Plans Or |
|
Plans |
|
Period |
|
Purchased |
|
Per Share |
|
Programs |
|
Or Programs |
|
|
|
|
|
|
|
|
|
|
|
April 2006 |
|
N/A |
|
15.030 |
|
75,421 |
|
N/A |
|
May 2006 |
|
N/A |
|
14.960 |
|
75,526 |
|
N/A |
|
June 2006 |
|
N/A |
|
14.710 |
|
75,514 |
|
N/A |
|
July 2006 |
|
N/A |
|
14.490 |
|
76,743 |
|
N/A |
|
August 2006 |
|
N/A |
|
14.540 |
|
74,490 |
|
N/A |
|
September 2006 |
|
N/A |
|
14.770 |
|
70,891 |
|
N/A |
|
October 2006 |
|
N/A |
|
14.982 |
|
171,991 |
|
N/A |
|
November 2006 |
|
N/A |
|
14.920 |
|
78,108 |
|
N/A |
|
December 2006 |
|
N/A |
|
15.157 |
|
151,674 |
|
N/A |
|
January 2007 |
|
N/A |
|
15.229 |
|
94,694 |
|
N/A |
|
February 2007 |
|
N/A |
|
15.295 |
|
75,069 |
|
N/A |
|
March 2007 |
|
N/A |
|
15.371 |
|
74,114 |
|
N/A |
|
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the 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 Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.
(b) There were no significant changes over financial reporting as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that ocurred 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 High Income Fund |
|
|||||
|
|||||||
By |
/s/ Brian S. Shlissel |
|
|||||
President and Chief Executive Officer |
|||||||
|
|||||||
Date |
June 8, 2007 |
|
|||||
|
|||||||
By |
/s/ Lawrence G. Altadonna |
|
|||||
Treasurer, Principal Financial & Accounting Officer |
|||||||
|
|||||||
Date |
June 8, 2007 |
|
|||||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By |
/s/ Brian S. Shlissel |
|
|||
President and Chief Executive Officer |
|||||
Date |
June 8, 2007 |
|
|||
|
|||||
By |
/s/ Lawrence G. Altadonna |
|
|||
Treasurer, Principal Financial & Accounting Officer |
|||||
Date |
June 8, 2007 |
|
|||