Proxy Voting Policy and Procedures
The PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO ETF Trust, PIMCO Managed Accounts Trust, PIMCO sponsored closed-end funds, and PIMCO sponsored interval funds (collectively, the “Funds”) have adopted the proxy voting policy and procedures of the investment adviser, Pacific Investment Management Company LLC (“PIMCO”), when voting proxies on behalf of the Funds.
PIMCO Global Proxy Voting Policy Summary
Policy Statement: The proxy voting policy is intended to foster PIMCO’s compliance with its fiduciary obligations and applicable law; the policy applies to any voting or consent rights with respect to securities held in accounts over which PIMCO has discretionary voting authority. The Policy is designed in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCO’s clients.
Overview:PIMCO has adopted a written proxy1 voting policy (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act. As a general matter, when PIMCO has proxy voting authority, PIMCO has a fiduciary obligation to monitor corporate events and to take appropriate action on client proxies that come to its attention. Each proxy is voted on a case-by-case basis, taking into account relevant facts and circumstances. When considering client proxies, PIMCO may determine not to vote a proxy in limited circumstances.
Equity Securities.2 PIMCO has retained an Industry Service Provider (“ISP”) to provide researchand voting recommendations for proxies relating to equity securities inaccordance with the ISP’s guidelines. By following the guidelines of anindependent third party, PIMCO seeks to mitigate potential conflicts ofinterest PIMCO may have with respect to proxies covered by the ISP. PIMCOwill follow the recommendations of the ISP unless: (i) the ISP does notprovide a voting recommendation; or (ii) a PM decides to override the ISP’svoting recommendation. In either such case as described above, the Legaland Compliance department will review the proxy to determine whether amaterial conflict of interest, or the appearance of one, exists.
Fixed Income Securities.Fixed income securities can be processed as proxy ballots or corporateaction-consents3 at the discretion of the issuer/ custodian. When processed as proxyballots, the ISP generally does not provide a voting recommendation andtheir role is limited to election processing and recordkeeping. Whenprocessed as corporate action-consents, the Legal and Compliance departmentwill review all election forms to determine whether a conflict of interest,or the appearance of one, exists with respect to the PM’s consent election.PIMCO’s Credit Research and Portfolio Management Groups are responsible forissuing recommendations on how to vote proxy ballots and corporationaction-consents with respect to fixed income securities.
Resolution of potential conflicts of interest.The Proxy Policy permits PIMCO to seek to resolve material conflicts ofinterest by pursuing any one of several courses of action. With respect tomaterial conflicts of interest between PIMCO and a client account, theProxy Policy permits PIMCO to either: (i) convene a working group to assessand resolve the conflict (the “Proxy Working Group”); or (ii) vote inaccordance with protocols previously established by the Proxy Policy, theProxy Working Group and/or other relevant procedures approved by PIMCO’sLegal and Compliance department with respect to specific types ofconflicts.
PIMCO will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy
Sub-Adviser Engagement: As an investment manager, PIMCO may exercise its discretion to engage a Sub-Adviser to provide portfolio management services to certain Funds. Consistent with its management responsibilities, the Sub-Adviser will assume the authority for voting proxies on behalf of PIMCO for these Funds. Sub-Advisers may utilize third parties to perform certain services related to their portfolio management responsibilities. As a fiduciary, PIMCO will maintain oversight of the investment management responsibilities performed by the Sub-Adviser and contracted third parties.
Information about how PIMCO voted a client’s proxies for the most recent twelve month period ended June 30th (Form N-PX) will be available no later than the following August 31st, without charge, on the Funds’ website at http://www.pimco.com and on the SEC’s website at http://www.sec.gov.
Proxies generally describe corporate action-consent rights (relative to fixed income securities) and proxy voting ballots (relative to fixed income or equity securities) as determined by the issuer or custodian.2
The term “equity securities” means common and preferred stock,including common and preferred shares issued by investmentcompanies; it does not include debt securities convertible intoequity securities.3
Voting or consent rights shall not include matters which areprimarily decisions to buy or sell investments, such as tenderoffers, exchange offers, conversions, put options, redemptions, andDutch auctions.