N-2 1 dn2.htm ALLIANZ RCM GLOBAL ECOTRENDS FUND Allianz RCM Global EcoTrends Fund

As filed with the Securities and Exchange Commission on July 20, 2007

1933 Act File No. 333-            

1940 Act File No. 811-21975

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

 

x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

¨ Pre-Effective Amendment No.     

 

¨ Post-Effective Amendment No.     

and

 

x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

x Amendment No. 7

Allianz RCM Global EcoTrends Fund

(Exact Name of Registrant as Specified in Charter)

1345 Avenue of the Americas

New York, New York 10105

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(212) 739-3369

(Registrant’s Telephone Number, including Area Code)

William V. Healey

c/o Allianz Global Investors Fund Management LLC

1345 Avenue of the Americas

New York, New York 10105

(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)

Copies of Communications to:

David C. Sullivan, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box x.

It is proposed that this filing will become effective (check appropriate box):

 

¨ when declared effective pursuant to section 8(c).

 

x immediately upon filing pursuant to paragraph (b) of Rule 486

 

¨ on (date) pursuant to paragraph (b) of Rule 486

 

¨ 60 days after filing pursuant to paragraph (a) of Rule 486

 

¨ on (date) pursuant to paragraph (a) of Rule 486

 

¨ This post-effective amendment designates a new effective date for a previously filed registration statement.

 

¨ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is                     .

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

 

Title of Securities

Being

Registered

   Amount of Shares
Being
Registered (1)
   Proposed
Maximum
Offering Price
Per Unit
   Proposed
Maximum
Aggregate
Offering Price (2)
   Amount of
Registration
Fee (2)

Class A*

   12,000,000    $ 31.41    $ 376,920,000    $ 11,572
 

 

 

Title of Securities

Being

Registered

   Amount of Shares
Being
Registered (3)
   Proposed
Maximum
Offering Price
Per Unit
   Proposed
Maximum
Aggregate
Offering Price
   Amount of
Registration
Fee (4)

Class A*

   5,000,000    $ 25.00    $ 125,000,000    $ 13,375
 

 

* Previously designated as Common Shares.

 

(1) Being registered pursuant to this Registration Statement.

 

(2) Calculated pursuant to Rule 457(d) based on the net asset value per share of $31.41 as of July 11, 2007.

 

(3) Previously registered.

 

(4) Previously paid.

 


 


PARTS A AND B

The Registrant’s Prospectus and Statement of Additional Information as filed with the Securities and Exchange Commission on May 25, 2007 in Post-Effective Amendment No. 3 (under the Securities Act of 1933) and Amendment No. 6 (under the Investment Company Act of 1940) to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-138388 and 811-21975), as amended to date, are incorporated into this filing by reference.


PART C—OTHER INFORMATION

 

Item 25: Financial Statements and Exhibits

 

  1. Financial Statements:

The Registrant’s financial highlights for the unaudited operating performance of the Registrant from the commencement of investment operations on January 31, 2007 through April 30, 2007 are included in Part A of this Registration Statement in the section entitled “Financial Highlights (Unaudited).”

The Registrant’s unaudited financial statements and notes thereto are included in Part B of this Registration Statement in the section entitled “Financial Statements.”

The Registrant’s Statement of Net Assets as of January 19, 2007, including the Notes thereto, and the report of PricewaterhouseCoopers LLP thereon dated January 22, 2007, as included in the Registrant’s Statement of Additional Information dated January 26, 2007 and filed electronically with the SEC on January 30, 2007, are incorporated by reference into Part B of this Registration Statement in the section entitled “Financial Statements.”

 

  2. Exhibits:

 

a.1

Agreement and Declaration of Trust dated October 13, 2006.(1)

 

a.2

Amended and Restated Agreement and Declaration of Trust, dated November 29, 2006.(2)

 

a.3

Second Amended and Restated Agreement and Declaration of Trust, dated January 18, 2007.(3)

 

b.1

Bylaws of Registrant dated October 13, 2006.(1)

 

b.2

Amended and Restated Bylaws of Registrant, dated November 29, 2006.(2)

 

b.3

Second Amended and Restated Bylaws, dated January 18, 2007.(3)

 

c. None.

 

d.1

Article III (Shares) and Article V (Shareholders’ Voting Powers and Meetings) of the Amended and Restated Agreement and Declaration of Trust.(3)

 

d.2

Article 10 (Shareholders’ Voting Powers and Meetings) of the Amended and Restated Bylaws of Registrant.(3)

 

d.3

Form of Share Certificate of the Common Shares.(3)

 

d.4 Form of Share Certificate of Class A Shares — To be filed by amendment.

 

e.

Terms and Conditions of Dividend Reinvestment Plan.(3)

 

f. None.

 

g.1

Form of Investment Management Agreement between Registrant and Allianz Global Investors Fund Management LLC.(3)

 

g.2

Form of Sub-Advisory Agreement between Allianz Global Investors Fund Management LLC and RCM Capital Management LLC.(3)

 

g.3

Form of Portfolio Management Agreement between RCM Capital Management LLC and Allianz Global Investors Advisory GmbH.(3)

 

h.1

Form of Distribution Contract.(3)

 

h.2

Form of Selected Dealer Agreement and Addendum.(3)

 

h.3

Form of Initial Offering Period Agreement.(3)

 

i. None.

 

j.

Form of Custodian and Investment Accounting Agreement between Registrant and State Street Bank and Trust Company.(3)

 

k.1

Form of Transfer Agency Services Agreement between Registrant and PFPC Inc.(4)

 

k.2

Form of Organizational and Offering Expenses Reimbursement Agreement between Registrant and Allianz Global Investors Fund Management LLC.(3)

 

k.3

Form of Servicing Plan.(3)

 

k.4

Form of Sub-Administration Agreement between Allianz Global Investors Fund Management LLC and State Street Bank and Trust Company.(3)

 

l.1 Opinion and consent of Ropes & Gray LLP.*

 

m.

Consent of Allianz Global Investors Advisory GmbH to service of process as a non-U.S. resident. (4)

 

n. Consent of Registrant’s independent registered public accounting firm.*

 

o. None.

 

p.

Form of Subscription Agreement of Allianz Global Investors of America L.P.(3)

 

q. None.

 

r.1

Code of Ethics of Registrant.(4)

 

r.2

Codes of Ethics of Allianz Global Investors Fund Management LLC and Allianz Global Investors Distributors LLC.(3)

 

r.3

Code of Ethics of RCM Capital Management LLC.(3)

 

1


r.4

Code of Ethics of Allianz Global Investors Advisory GmbH.(3)

 

s.1

Powers of Attorney for Messrs. Belica, Connor, Dalessandro, Kertess and Maney.(2)

 

s.2

Power of Attorney for Mr. Ogden.(3)

 

* Filed herewith.

 

(1)

Incorporated by reference to Registrant’s Initial Registration Statement on Form N-2, file no. 333-138388, filed November 2, 2006.

 

(2)

Incorporated by reference to Registrant’s First Amendment to its Registration Statement on Form N-2, file no. 333-138388, filed December 19, 2006.

 

(3)

Incorporated by reference to Registrant’s Second Amendment to its Registration Statement on Form N-2, file no. 333-138388, filed January 22, 2007.

 

(4)

Incorporated by reference to Registrant’s Third Registration Statement on Form N-2, file no. 333-138388, filed January 25, 2007.

 

Item 26: Marketing Arrangements

See Form of Distribution Contract and Form of Initial Offering Period Agreement incorporated herein by reference to the Registrant’s Second Amendment to its Registration Statement on Form N-2.

 

Item 27: Other Expenses of Issuance and Distribution

 

Securities and Exchange Commission fees

   $11,572

Printing and engraving expenses

   25,000

Legal fees

   40,000

Accounting expenses

   9,000
    

Total

   $85,572

 

Item 28: Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 29: Number of Holders of Securities

At May 1, 2007:

 

title of Class

   Number of
Record
Holders

Class A Shares (previously designated as Common Shares), par value $0.00001

   149

 

Item 30: Indemnification

Reference is made to Article VIII, Sections 1 through 4, of the Registrant’s Amended and Restated Agreement and Declaration of Trust, which is incorporated by reference herein.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust’s Agreement and Declaration of Trust, its Bylaws or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

2


Item 31: Business and Other Connections of Investment Adviser

Descriptions of the business of Allianz Global Investors Fund Management LLC, the Registrant’s investment manager, and RCM Capital Management LLC and Allianz Global Investors Advisory GmbH, the Registrant’s sub-adviser, are set forth under the captions “Investment Manager” and “Sub-Adviser” under “Management of the Fund” in both the Prospectus and Statement of Additional Information forming part of this Registration Statement. The following sets forth business and other connections of each director and executive officer (and persons performing similar functions) of Allianz Global Investors Fund Management LLC, RCM Capital Management LLC and Allianz Global Investors Advisory GmbH.

Allianz Global Investors Fund Management LLC

1345 Avenue of the Americas

New York, NY 10105

 

Name

   Position with Adviser    Other Connections
Larry Altadonna    Senior Vice President    Vice President, OpCap Advisors LLC
Cindy Columbo    Vice President    Vice President, Retirement Plans, Allianz Global
Investors Distributors LLC
Kellie E. Davidson    Assistant Secretary    Assistant Secretary, Allianz Global Investors
Advertising Agency Inc., Allianz Global
Investors of America L.P., Allianz Global
Investors of America Holdings, Inc., Allianz
Global Investors Distributors LLC, Allianz
Global Investors Fund Management LLC,
Allianz Global Investors Managed Accounts
LLC, Allianz Global Investors NY Holdings
LLC, Allianz Global Investors U.S. Equities
LLC, Allianz Global Investors U.S. Retail LLC,
Allianz Hedge Fund Partners Holding L.P.,
Allianz Hedge Fund Partners L.P., Allianz
Hedge Fund Partners Inc., Allianz-PacLife
Partners LLC, 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, Oppenheimer Group,
Inc., PIMCO Canada Holding LLC, PIMCO
Canada Management Inc., PIMCO Global
Advisors LLC, PIMCO Global Advisors
(Resources) Limited, and Vision Holdings LLC
Thomas J. Fuccillo    Senior Vice President   
Derek Hayes    Senior Vice President    Senior Vice President, Allianz Global Investors
Distributors LLC
William Healey    Executive Vice President and
Chief Legal Officer
   Executive Vice President and Chief Legal
Officer, Allianz Global Investors U.S. Retail
LLC and Allianz Global Investors Distributors
LLC
Richard J. Lavery    Vice President   
Manuel Madero    Assistant Vice President   
John C. Maney    Executive Vice President and
Chief Financial Officer
   Executive Vice President and Chief Financial
Officer, Allianz Global Investors of America
L.P., Chief Financial Officer, Allianz Dresdner
Asset Management U.S. Equities LLC, Cadence
Capital Management LLC, NFJ Investment
Group L.P., OCC Distributors LLC, OpCap
Advisors LLC, Oppenheimer Capital LLC,
Pacific Investment Management Company LLC,
Allianz Global Investors Managed Accounts
LLC, Allianz Global Investors CD Distributors
LLC, PEA Capital LLC, Allianz Global
Investors Advertising Agency Inc., Allianz
Global Investors Distributors LLC, Allianz
Private Client Services LLC, and StocksPLUS
Management Inc. and Value Advisors LLC
Collen Martin    Senior Vice President and
Controller
  
Andrew Meyers    Managing Director and Chief
Operating Officer
   Executive Vice President, Allianz Global
Investors Advertising Agency Inc.; Managing
Director, Chief Operating Officer-U.S. Retail,
Allianz Global Investors Distributors LLC;
Chief Operating Officer, Allianz Global
Investors U.S. Retail LLC
Kevin Murphy    Vice President and Chief
Compliance Officer
   Vice President, Allianz Global Investors of
America L.P.

 

3


Name

   Position with Adviser    Other Connections
Vinh T. Nguyen    Senior Vice President and
Treasurer
   Senior Vice President and Controller, Allianz Global
Investors of America L.P., Allianz Dresdner Asset
Management U.S. Equities LLC, Cadence Capital
Management LLC, NFJ Investment Group L.P.,
OCC Distributors LLC, OpCap Advisors LLC,
Oppenheimer Capital LLC, Pacific Investment
Management Company LLC, Allianz Global
Investors Managed Accounts LLC, Allianz Global
Investors CD Distributors LLC, PEA Capital LLC,
PEA Partners LLC, Allianz Global Investors
Advertising Agency Inc., Allianz Global Investors
Distributors LLC, Allianz Private Client Services
LLC, and StocksPLUS Management Inc.
Daisy S. Ramraj-Singh    Assistant Vice President    None
Bob Rokose    Vice President and
Assistant Controller
   Executive Vice President, Allianz Global Investors
of America L.P.
Brian S. Shlissel    Executive Vice President
and Chief Fund
Administrator
   Senior Vice President and Treasurer, OpCap
Advisors LLC
James G. Ward    Managing Director and
Director of Human
Resources
   Executive Vice President, Allianz Global Investors
of America L.P., Director of Human Resources,
Allianz Asset Management U.S. Equities LLC,
Allianz Global Investors Distributors LLC
Scott Whisten    Vice President    None

 

4


RCM Capital Management LLC

Four Embarcadero Center

San Francisco, CA 94111

 

Name

   Position with RCM Capital
Management LLC
   Other Connections
Robert J. Goldstein    Chief Operating Officer, Board of
Managers
   Member of Board of Directors of Cayward-Scholl
Capital Management LLC
Gregory M. Siemons    Chief Compliance Officer    None
Udo Frank    Chief Executive Officer, Board of
Managers
   Managing Director and CEO, Allianz Global Investors
U.S. Equities LLC
Theodore J. Deutz    Chief Marketing Officer, Board
of Managers
   None
Peter J. Anderson    Chief Investment Officer, Board
of Managers
   None

Allianz Global Investors Advisory GmbH

Mainzer Landstrasse 11-13

Frankfurt am Main, Germany 60329

 

Name

   Position with Allianz Global
Investors Advisors GmbH
   Other Connections
Martin Scholz    Managing Director    Managing Director at dresdnerbank investment
management Kapitalanlagegesellschaft mbH
Peter Vogel    Managing Director    Member of the management committee at
Fondsdepot Bank GmbH
Bruno Brocks    Managing Director    None
Wilfried Hauck    Speaker of the Management
Board
   Head of Allianz as a Client at Allianz Global
Investors Aktiengesellschaft
Harald Alberts    Chief Compliance Officer    Head of Risk Management and Compliance at
DEUTSCHER INVESTMENT-TRUST
Gesellschaft für Wertpapieranlagen mbH
Neil Dwane    Chief Investment Officer    Managing Director at DEUTSCHER
INVESTMENT-TRUST Gesellschaft für
Wertpapieranlagen mbH; Managing Director
at RCM UK Ltd.

 

Item 32: Location of Accounts and Records

The account books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of PFPC Inc., 400 Bellevce Parkway, Wilmington, Delaware 19809, State Street Bank and Trust Company, 801 Pennsylvania Avenue, Kansas City, Missouri, 64105, Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, New York, NY 10105, RCM Capital Management LLC, Four Embarcadero Center, San Francisco, CA 94111, and/or Allianz Global Investors Advisory GmbH Mainzer Landstrasse 11-13, Frankfurt am Main, Germany 60329.

 

Item 33: Management Services

Not applicable.

 

Item 34: Undertakings

The Registrant undertakes that:

 

1. Not applicable.

 

2. Not applicable.

 

5


3. Not applicable.

 

4. (a) It will file during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) It will remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

5. The Registrant undertakes that:

 

  a. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective; and

 

  b. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

 

6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

NOTICE

A copy of the Agreement and Declaration of Trust of Allianz RCM Global EcoTrends Fund (the “Fund”), together with all amendments thereto, is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund by any officer or Trustee of the Fund as an officer or Trustee and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees of the Fund or shareholders of the Fund individually, but are binding only upon the assets and property of the Fund.

 

6


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 20th day of July, 2007.

The Registrant hereby certifies that this Registration Statement meets all of the requirements for effectiveness under paragraph (b) of Rule 486 of the Securities Act of 1933, as amended.

 

Allianz RCM Global EcoTrends Fund
By:   /s/ Brian S. Shlissel
  Brian S. Shlissel
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in their capacities and on the date indicated.

 

Name and Signature

  

Capacity

 

Date

/s/ Brian S. Shlissel

Brian S. Shlissel

   President and Chief Executive Officer   July 20, 2007

/s/ Lawrence G. Altadonna

Lawrence G. Altadonna

   Treasurer   July 20, 2007

/s/ Paul Belica

Paul Belica*

   Trustee   July 20, 2007

/s/ Robert E. Connor

Robert E. Connor*

   Trustee   July 20, 2007

/s/ John J. Dalessandro II

John J. Dalessandro II*

   Trustee   July 20, 2007

/s/ Hans W. Kertess

Hans W. Kertess*

   Trustee   July 20, 2007

/s/ William B. Ogden, IV

William B. Ogden, IV*

   Trustee   July 20, 2007

/s/ John C. Maney

John C. Maney*

   Trustee   July 20, 2007

 

*By:   /s/ Brian S. Shlissel
Brian S. Shlissel, Attorney-in-Fact by Power of Attorney previously filed
Date: July 20, 2007


INDEX OF EXHIBITS

 

Exhibit Number

  

Exhibit

(l)(1)

   Opinion and consent of Ropes & Gray LLP.

(n)    

   Consent of Registrant’s independent registered public accounting firm.