<SEC-DOCUMENT>0001236835-12-000050.txt : 20120227
<SEC-HEADER>0001236835-12-000050.hdr.sgml : 20120227
<ACCEPTANCE-DATETIME>20120227145601
ACCESSION NUMBER:		0001236835-12-000050
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20111231
FILED AS OF DATE:		20120227
DATE AS OF CHANGE:		20120227
EFFECTIVENESS DATE:		20120227

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PCM FUND, INC.
		CENTRAL INDEX KEY:			0000908187
		IRS NUMBER:				521834031
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-07816
		FILM NUMBER:		12641471

	BUSINESS ADDRESS:	
		STREET 1:		1633 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		212 -739-3000

	MAIL ADDRESS:	
		STREET 1:		1633 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST INC
		DATE OF NAME CHANGE:	19930624
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
000 B000000 12/31/2011
000 C000000 0000908187
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 PCM Fund, Inc.
001 B000000 811-07816
001 C000000 2127393371
002 A000000 1633 BROADWAY
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
008 B000001 A
008 C000001 801-57798
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10019
008 A000002 PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
008 B000002 S
008 C000002 801-48187
008 D010002 NEWPORT BEACH
008 D020002 CA
008 D030002 92660
010 A000001 ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
010 B000001 801-57798
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10019
012 A000001 BNY Mellon
012 B000001 84-58023
012 C010001 Providence
012 C020001 RI
012 C030001 02940
012 C040001 3027
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 KANSAS CITY
013 B020001 MO
013 B030001 64106
013 B040001 2797
<PAGE>      PAGE  2
014 A000001 ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
014 B000001 8-41811
014 A000002 PIMCO INVESTMENTS LLC
014 B000002 8-68686
015 A000001 STATE STREET BANK & TRUST CO.
015 B000001 C
015 C010001 KANSAS CITY
015 C020001 MO
015 C030001 64105
015 C040001 1307
015 E010001 X
015 A000002 CLEARSTREAM BANKING S.A.
015 B000002 S
015 C010002 LUXEMBOURG
015 D010002 LUXEMBOURG
015 E040002 X
018  000000 Y
019 A000000 Y
019 B000000   80
019 C000000 ALLIANZGLO
021  000000        0
022 A000001 BARCLAYS CAPITAL, INC.
022 B000001 06-1031656
022 C000001    137702
022 D000001    355326
022 A000002 GREENWICH CAPITAL MARKETS, INC.
022 B000002 13-3172275
022 C000002         0
022 D000002    405555
022 A000003 BANK OF AMERICA CORP.
022 B000003 56-0906609
022 C000003     28058
022 D000003    161309
022 A000004 JPMORGAN CHASE & CO.
022 B000004 13-3224016
022 C000004     30330
022 D000004    100187
022 A000005 CREDIT SUISSE GROUP
022 B000005 13-5659485
022 C000005     37870
022 D000005     85747
022 A000006 STATE STREET BANK & TRUST CO.
022 B000006 04-2456637
022 C000006    110291
022 D000006       998
022 A000007 MORGAN STANLEY
022 B000007 36-3145972
022 C000007     10259
022 D000007     55053
022 A000008 DEUTSCHE BANK AG
022 B000008 13-2944980
<PAGE>      PAGE  3
022 C000008     23400
022 D000008     16898
022 A000009 ROYAL BANK OF CANADA
022 C000009      5600
022 D000009      4741
022 A000010 THE GOLDMAN SACHS GROUP, INC.
022 B000010 13-4019460
022 C000010      5047
022 D000010      4455
023 C000000     407744
023 D000000    1206672
024  000000 Y
025 A000001 JPMORGAN CHASE & CO.
025 B000001 13-3224016
025 C000001 D
025 D000001   26662
025 A000002 BANK OF AMERICA CORP.
025 B000002 56-0906609
025 C000002 D
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025 A000003 MORGAN STANLEY
025 B000003 36-3145972
025 C000003 D
025 D000003   11296
025 A000004 CREDIT SUISSE GROUP
025 B000004 13-5659485
025 C000004 D
025 D000004    9746
025 A000005 GREENWICH CAPITAL MARKETS, INC.
025 B000005 13-3172275
025 C000005 D
025 D000005    9223
025 A000006 THE GOLDMAN SACHS GROUP, INC.
025 B000006 13-4019460
025 C000006 D
025 D000006    8879
025 A000007 BARCLAYS CAPITAL, INC.
025 B000007 06-1031656
025 C000007 D
025 D000007    8737
025 A000008 ROYAL BANK OF CANADA
025 C000008 D
025 D000008    5600
025 A000009 STATE STREET BANK & TRUST CO.
025 B000009 04-2456637
025 C000009 D
025 D000009     518
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026 B000000 N
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078  000000 N
080 A000000 Great American Insurance Group
080 B000000 National Union Fire Insurance Company
080 C000000    62500
081 A000000 Y
081 B000000  79
082 A000000 Y
082 B000000      250
083 A000000 N
083 B000000        0
084 A000000 N
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087 A020000 69323T101
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SIGNATURE   LAWRENCE G. ALTADONNA
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>pcmauditletter.txt
<DESCRIPTION>ACCT LETTER
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
of PCM Fund, Inc.

In planning and performing our audit of the financial statements of
PCM Fund, Inc. ("the Fund") as of and for the year ended December
31, 2011, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the
Fund's internal control over financial reporting, including controls
over safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of
the Fund's internal control over financial reporting.  Accordingly, we
do not express an opinion on the effectiveness of the Fund's internal
control over financial reporting.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.  In
fulfilling this responsibility, estimates and judgments by management
are required to assess the expected benefits and related costs of
controls.  A fund's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles.  A fund's internal control over
financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the fund
are being made only in accordance with authorizations of
management and directors of the fund; and (3)  provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a fund's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial reporting exists when
the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis.  A
material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the fund's
annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control
over financial reporting that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Fund's internal control over financial reporting and its operation,
including controls over safeguarding securities, that we consider to
be material weaknesses as defined above as of December 31, 2011.

This report is intended solely for the information and use of
management and the Board of Directors of PCM Fund, Inc. and the
Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.

PricewaterhouseCoopers LLP

Kansas City, Missouri
February 22, 2011
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>pcmvotes.txt
<DESCRIPTION>VOTES
<TEXT>
Annual Stockholder Meeting Results:
The Fund held its annual meeting of stockholders on April 14, 2011.
Stockholders voted as indicated below:

                                                            Withheld
                                     Affirmative            Authority

Election of Bradford K. Gallagher
Class II to serve until 2014         10,296,087             147,719
Re-election of Hans W. Kertess
Class II to serve until 2014         10,283,708             160,098
Re-election of John C. Maney+
Class II to serve until 2014         10,283,226             160,580
Election of Alan Rappaport
Class III to serve until 2012        10,305,735             138,071

The other members of the Board of Directors at the time of the meeting,
namely, Paul Belica, James A. Jacobson and William B. Ogden, IV
continued to serve as Directors.

+ Interested Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>driplan.txt
<DESCRIPTION>DRIP PLAN
<TEXT>
ALLIANZ-SPONSORED CLOSED-END FUNDS

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT
PLAN
      Holders of common shares of beneficial interest (the "Common
Shares") of each of the Allianz-sponsored closed-end investment companies
listed on Appendix A hereto, as it may be amended from time to time (each
a "Fund"), whose Common Shares are registered with the Agent (as defined
below) (the "Registered Common Shareholders" or "Shareholders"), will
automatically be enrolled (those so enrolled, the "Participants") in the
Fund's Dividend Reinvestment Plan (the "Plan") and are advised as follows
with respect to each such Fund:

      1.  THE PLAN AGENT.    BNY Mellon Investment Servicing (US)
Inc. (the "Agent") will act as Agent for each Participant.  The Agent will
open an account for each Participant under the Plan with respect to the
Fund in the same name in which his or her outstanding Common Shares of
the Fund are registered with the Agent.

      2.  AUTOMATIC REINVESTMENT FOR PARTICIPANTS /
CASH OPTION ELECTION.  On behalf of each Participant, the Agent will
automatically reinvest each Fund's distributions of income, capital gains
and returns of capital (together, "Distributions") in Common Shares as
described herein as of the first record date for a Distribution by the Fund to
shareholders following the date on which the Participant becomes a
shareholder of record of the Fund.  In accordance with the foregoing, each
Registered Common Shareholder will have all Distributions on his or her
Common Shares automatically reinvested in additional Common Shares,
unless such Shareholder elects to not be a Participant in the Plan and to
receive such Distributions in cash.  Registered Common Shareholders who
wish to receive Distributions in cash, whether following his or her initial
purchase of Common Shares or after having been a Participant in the Plan
for some period, should so notify the Agent online at
www.bnymellon.com/shareowner/equityaccess,, by calling (800) 254-5197,
by writing to the Agent at P.O. Box 358035, Pittsburgh, PA 15252-8035,
or, as applicable, by completing and returning the transaction form attached
to each Plan statement, as specified and in accordance with Section 13.
hereof.

      3.  MARKET PREMIUM ISSUANCES.  With respect to each
Participant, if on the payment date for a Distribution, the net asset value per
Common Share of the Fund is equal to or less than the market price per
Common Share plus estimated brokerage commissions, the Agent shall
cause the Distribution to be invested by receiving newly issued Common
Shares ("Additional Common Shares"), including fractions, from the Fund
for each Participant's account.  The number of Additional Common Shares
to be credited shall be determined by dividing the dollar amount of the
Distribution by 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.

      4.  MARKET DISCOUNT PURCHASES.  With respect to each
Participant, and except as provided below, if the net asset value per
Common Share of the Fund exceeds the market price per Common Share
plus estimated brokerage commissions on the payment date for a
Distribution, the Agent (or a broker-dealer selected by the Agent) shall
endeavor to apply the amount of such Distribution on such Participant's
Common Shares to purchase Common Shares of the Fund on the open
market.  Such market purchases will commence on or shortly after the
payment date for such Distribution and the Agent shall complete such
purchases not more than thirty (30) calendar days after such Distribution
payment date, except where temporary curtailment or suspension of
purchase is necessary to comply with applicable provisions of federal
securities laws.  If the Agent is unable to invest the full amount of a
Distribution through open market purchases pursuant to this Section 4. or, if
before the Agent has completed the open market purchases, the market
price per Common Share of the Fund plus estimated brokerage
commissions exceeds the net asset value per Common Share as of the last
business day immediately prior to the purchase date (the "prior business
day"), the Agent shall cause the remainder of the Distribution to be invested
by receiving Additional Common Shares, including fractions, from the
Fund for each Participant's account, the number of which shall be
determined by dividing the dollar amount of the remainder (i.e., the
uninvested portion) of the Distribution by the greater of (i) the net asset
value per Common Share on the prior business day, or (ii) 95% of the
market price per Common Share on the prior business day (which, in either
case, may be a price greater or lesser than the net asset value per Common
Share on the payment date for the applicable Distribution).  Participants
should note that they will not be able to instruct the Agent to purchase
Common Shares at a specific time or at a specific price.  Open-market
purchases may be made on any securities exchange where Common Shares
are traded, in the over-the-counter market or in negotiated transactions, and
may be on such terms as to price, delivery and otherwise as the Agent shall
determine.
      The Agent may commingle all Participants' amounts to be used for
open market purchases of the Fund's Common Shares.  The weighted
average price (including brokerage commissions) of all Common Shares
purchased on the open market by the Agent as Agent and/or issued by the
Fund pursuant to Section 3 shall be the price per Common Share allocable
to each Participant.

      5.  VALUATION.  The market price of Common Shares of a Fund
on a particular date shall be the last sales price on the securities exchange
where the Common Shares are listed on that date (the "Exchange"), or, if
there is no sale on such Exchange on that date, then the mean between the
closing bid and asked quotations on such Exchange on such date will be
used.  The net asset value per Common Share on a particular date shall be
the amount calculated on that date (or if not calculated on such date, the
amount most recently calculated) by or on behalf of the Fund in accordance
with the Fund's current policies.

      6.  SAFEKEEPING.  In order to protect against loss, theft or
destruction, if Participants hold Common Shares registered in their own
names in certificate form, Participants may deposit such Common Shares
into their Plan accounts.  Certificates, along with a letter of instruction,
should be sent to the Agent by registered mail, insured for 2% of their
market value.  Participants should not endorse their certificates.  There are
no fees for this service.

      7.  TAXATION.  The automatic reinvestment of Distributions does
not relieve Participants of any taxes which may be payable on Distributions.
Participants will receive tax information annually for their personal records
and to help them prepare their federal income tax return.  For further
information as to tax consequences of participation in the Plan, Participants
should consult with their own tax advisors.

      8.  LIABILITY OF AGENT.  The Agent shall at all times act in
good faith and agrees to use its best efforts within reasonable limits to
ensure the accuracy of all services performed under these terms and
conditions and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by the Agent's negligence, bad faith, or willful
misconduct or that of its employees.  Each Participant's uninvested funds
held by the Agent will not bear interest.  The Agent shall have no liability
in connection with any inability to purchase Common Shares within the
time period specified herein, or with the timing of any purchases effected.
The Agent shall have no responsibility for the value of Common Shares
acquired.  The Agent may commingle Participants' funds.

      9.  RECORDKEEPING.  The Agent may hold each Participant's
Common Shares acquired pursuant to the Plan together with the Common
Shares of other Registered Common Shareholders of the Fund acquired
pursuant to the Plan in non-certificated form in the Agent's name or that of
the Agent's nominee.  Distributions on fractional shares will be credited to
each Participant's account.  Each Participant will be sent a confirmation by
the Agent of each acquisition made for his or her account as soon as
practicable, but in no event later than sixty (60) calendar days, after the date
thereof.  For Funds that issue share certificates, upon a Participant's
request, the Agent will deliver to the Participant, without charge, a
certificate or certificates for the full Common Shares.  Although each
Participant may from time to time have an undivided fractional interest
(computed to four decimal places) in a Common Share of the Fund, no
certificates for a fractional share will be issued.  For Funds that issue share
certificates, Participants may request a certificate online at
www.bnymellon.com/shareowner/ equityaccess, by calling the Agent at
(800) 254-5197, by writing to the Agent at P.O. Box 358035, Pittsburgh,
PA 15252-8035, or by completing and returning the transaction form
attached to each Plan statement.  The Agent will issue certificates as soon
as possible but in no event more than five (5) business days after receipt of
a Participant's request.  Similarly, Participants may request to sell a portion
of the Common Shares held by the Agent in their Plan accounts online, by
calling the Agent, by writing to the Agent, or by completing and returning
the transaction form attached to each Plan statement as specified above.
The Agent will sell such Common Shares through a broker-dealer selected
by the Agent within five (5) business days of receipt of the request
assuming the relevant markets are open and sufficient market liquidity
exists (and except where deferral of the sale is required under applicable
federal or state laws or regulations).  The sale price, which will not be
determined until such time as the broker-dealer completes the sale, will
equal the weighted average price of all Common Shares sold through the
Plan on the day of the sale, less a transaction fee and brokerage commissions.
Participants should note that the Agent is unable to accept instructions
to sell on a specific date or at a specific price. As an alternative
to selling Common Shares through the Agent, a Participant may request that
the Agent electronically transfer his or her Common Shares to his or her
brokerage account in applicable circumstances.   Any share dividends or
split shares distributed by the Fund on Common Shares held by the Agent
for Participants will be credited to their accounts.  In the event that the Fund
makes available to its Common Shareholders rights to purchase additional
Common Shares, the Common Shares held for each Participant under the
Plan will be added to other Common Shares held by the Participant in
calculating the number of rights to be issued to each Participant.

      10.  PROXY MATERIALS.  The Agent will forward to each
Participant any proxy solicitation material it receives with respect to the
Common Shares in the Participant's Plan account.  The Agent will vote any
Common Shares held for a Participant first in accordance with the
instructions set forth on proxies returned by such Participant to the Fund,
and then with respect to any proxies not returned by such Participant to the
Fund, in the same proportion as the Agent votes the proxies returned by the
Participants to the Fund.

      11.  BROKERS, NOMINEE HOLDERS, ETC.  In the case of
Registered Common Shareholders such as a broker, bank or other nominee
that holds Common Shares for others who are the beneficial owners, the
Agent will administer the Plan on the basis of the number of Common
Shares certified by the nominee/record shareholder as representing the total
amount registered in such shareholder's name and held for the account of
beneficial owners who are to participate in the Plan.  If a beneficial owner's
broker, bank or other nominee who is the record shareholder for the
beneficial owner's Common Shares is not a Registered Common
Shareholder (i.e., the Common Shares are not registered with the Agent),
neither the nominee nor the beneficial owner will be a Participant under the
Plan and have Distributions automatically reinvested by the Agent
(although the broker, bank or other nominee may offer other dividend
reinvestment programs independent from this Plan).   If a beneficial owner
of Common Shares wishes to participate in the Plan, but his or her broker,
bank or other nominee is unable or unwilling to become a Registered
Common Shareholder and a Participant on behalf of the beneficial owner,
the beneficial owner may request that the broker, bank or other nominee
arrange to have all or a portion of his or her Common Shares re-registered
with the Agent in the name of the beneficial owner, such that the beneficial
owner becomes a Registered Common Shareholder and, as such, would be
enrolled as a Participant in the Plan unless he or she elects otherwise in
accordance with the terms hereof.  Participants whose Common Shares are
registered in the name of one nominee firm may not be able to transfer the
Common Shares to another nominee firm and continue to participate in the
Plan.

      12.  FEES.  The Agent's service fee for handling Distributions will
be paid by the Fund.  Each Participant will be charged his or her pro rata
share of brokerage commissions on all open-market purchases.  If a
Participant elects to have the Agent sell part or all of his or her Common
Shares and remit the proceeds, such Participant will be charged a
transaction fee plus his or her pro rata share of brokerage commissions.
The Participant will not be charged any other fees for this service.

      13.  TERMINATION IN THE PLAN / NOTIFICATION OF
ELECTION TO RECEIVE CASH DISTRIBUTIONS.  Each Registered
Common Shareholder may elect to receive Distributions from a Fund in
cash and, if a Participant in the Plan, to disenroll from and terminate his
or her account under the Plan, by notifying the Agent online at
www.bnymellon.com/shareowner/equityaccess,, in writing at P.O. Box
358035, Pittsburgh, PA 15252, by calling the Agent at (800) 254-5197, or
by completing and returning the transaction form attached to each Plan
statement.  Any such written notification must be in proper order and duly
executed by the Participant and any notification online or by telephone
must be in accordance with such reasonable requirements as the Agent and
the Fund may agree.  Any such notification will be effective immediately if
proper notice is received by the Agent at least ten (10) calendar days prior
to the record date for the Fund's next Distribution, in which case it will
apply to such Distribution; otherwise, a notification will be effective shortly
following the Fund's next Distribution and will apply with respect to the
Fund's next succeeding Distribution thereafter.  The Plan may be
terminated for a Fund by the Agent or the Fund upon notice in writing
mailed to each Participant at least sixty (60) calendar days prior to the
effective date of the termination.  Upon any termination, the Agent will
arrange to deposit all full Common Shares held for each Participant into his
or her account, where they will be held in book-entry by the Agent.  A cash
adjustment will be made for any fraction of a Common Share at the then
current market value of the Common Shares to be delivered to him or her
without charge.  If preferred, a Participant may request the sale of all full
and fractional Common Shares held by the Agent in his or her Plan account
in order to terminate participation in the Plan in accordance with Section 9
hereof.  If a Participant has terminated his or her participation in the Plan
but continues to have Common Shares registered in his or her name with
the Agent, he or she may re-enroll in the Plan at any time by calling the
Agent at (800) 254-5197.

      14.  AMENDMENT OF THE PLAN.  These terms and conditions
may be amended by the Agent or the Fund at any time but, except when
necessary or appropriate to comply with applicable law or the rules or
policies of the Securities and Exchange Commission or any other regulatory
authority, only by mailing to each Participant appropriate written notice at
least thirty (30) calendar days prior to the effective date thereof.  The
amendment shall be deemed to be accepted by each Participant unless, prior
to the effective date thereof, the Agent receives notice of the termination of
the Participant's account under the Plan.  Any such amendment may
include an appointment by the Agent of a successor Agent, subject to the
prior written approval of the successor Agent by the Fund.  Upon any such
appointment of a successor Agent for the purpose of receiving distributions,
the Fund will be authorized to pay to such successor Agent, for each
Participant's account, all Distributions payable on Common Shares of the
Fund held in the Participant's name or under the Plan for retention or
application by such successor Agent as provided in these terms and
conditions.

      15.  APPLICABLE LAW.  These terms and conditions shall be
governed by the laws of The Commonwealth of Massachusetts.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
