SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☑
Filed by a Party other than the
Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy
Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Joint
Proxy Statement
☐ Definitive
Additional Materials
☐ Soliciting
Material Under Rule 14a-12
PIMCO Municipal Income Fund
PIMCO California Municipal Income Fund
PIMCO New York Municipal Income Fund
PIMCO Municipal Income Fund II
PIMCO California Municipal Income Fund II
PIMCO New York Municipal Income Fund II
PIMCO Municipal Income Fund III
PIMCO California Municipal Income Fund
III
PIMCO New York Municipal Income Fund III
(Name of Registrant as Specified in its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which
transaction applies: |
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Fee paid previously with preliminary
materials: |
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 2022
PIMCO MUNICIPAL INCOME FUND (“PMF”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
(“PCQ”)
PIMCO NEW YORK MUNICIPAL INCOME FUND
(“PNF”)
PIMCO MUNICIPAL INCOME FUND II (“PML”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
(“PCK”)
PIMCO NEW YORK MUNICIPAL INCOME FUND II
(“PNI”)
PIMCO MUNICIPAL INCOME FUND III (“PMX”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND III
(“PZC”)
PIMCO NEW YORK MUNICIPAL INCOME FUND III
(“PYN”)
650 Newport Center Drive
Newport Beach, California 92660
To the Shareholders of PIMCO Municipal Income Fund (“PMF”), PIMCO
California Municipal Income Fund (“PCQ”), PIMCO New York Municipal
Income Fund (“PNF”), PIMCO Municipal Income Fund II (“PML”), PIMCO
California Municipal Income Fund II (“PCK”), PIMCO New York
Municipal Income Fund II (“PNI”), PIMCO Municipal Income Fund III
(“PMX”), PIMCO California Municipal Income Fund III (“PZC”) and
PIMCO New York Municipal Income Fund III (“PYN”) (each, a “Fund”
and, collectively, the “Funds”):
Notice is hereby given that a Joint Annual Meeting of Shareholders
of each Fund (the “Meeting”) will be held at the offices of Pacific
Investment Management Company LLC (“PIMCO” or the “Manager”), at
650 Newport Center Drive, Newport Beach, California 92660, on
Friday, December 16, 2022, at 8:00 A.M., Pacific Time, for the
following purposes, which are more fully described in the
accompanying Proxy Statement:1
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1. |
To elect Trustees of each Fund, each to hold office
for the term indicated and until his or her successor shall have
been elected and qualified; and
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1 |
The principal executive offices of the Funds are
located at 1633 Broadway, New York, New York 10019.
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PIMCO is sensitive to the health and travel concerns of the Funds’
shareholders and the evolving recommendations from public health
officials. Due to the difficulties arising from the coronavirus
known as COVID-19, the
date, time, location or means of conducting the Meeting may change.
In the event of such a change, the Funds will issue a press release
announcing the change and file the announcement on the Securities
and Exchange Commission’s (the “SEC”) EDGAR system, among other
steps, but may not deliver additional soliciting materials to
shareholders or otherwise amend the Funds’ proxy materials. The
Funds may consider imposing additional procedures or limitations on
Meeting attendees or conducting the Meeting as a “virtual”
shareholder meeting through the internet or other electronic means
in lieu of an in-person
meeting, subject to any restrictions imposed by applicable law. If
the Meeting will be held virtually in whole or in part, a Fund will
notify its shareholders of such plans in a timely manner and
disclose clear directions as to the logistical details of the
“virtual” meeting, including how shareholders can remotely access,
participate in and vote at such meeting. The Funds plan to announce
these changes, if any, at pimco.com/en-us/closedendfunds, and
encourage you to check this website prior to the Meeting if you
plan to attend.
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2. |
To transact such other business as may properly come
before the Meeting or any adjournment(s) or postponement(s)
thereof.
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If you are planning to attend the Meeting in-person, please call 1-866-796-7180 in
advance.
The Board of Trustees of each Fund has fixed the close of business
on October 17, 2022 as the record date for the determination
of shareholders entitled to receive notice of, and to vote at, the
Meeting or any adjournment(s) or postponement(s) thereof. The
enclosed proxy is being solicited on behalf of the Board of
Trustees of each Fund.
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By order of the Board of Trustees of each
Fund |
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Wu-Kwan
Kit |
Vice President, Senior Counsel and Secretary |
Newport Beach, California
November 3, 2022
It is important that your shares be represented at the Meeting
in person or by proxy, no matter how many shares you own. If you do
not expect to attend the Meeting, please complete, date, sign and
return the applicable enclosed proxy or proxies in the accompanying
envelope, which requires no postage if mailed in the United States.
Please mark and mail your proxy or proxies promptly in order to
save any additional costs of further proxy solicitations and in
order for the Meeting to be held as scheduled.
PIMCO MUNICIPAL INCOME FUND (“PMF”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
(“PCQ”)
PIMCO NEW YORK MUNICIPAL INCOME FUND
(“PNF”)
PIMCO MUNICIPAL INCOME FUND II (“PML”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
(“PCK”)
PIMCO NEW YORK MUNICIPAL INCOME FUND II
(“PNI”)
PIMCO MUNICIPAL INCOME FUND III (“PMX”)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND III
(“PZC”)
PIMCO NEW YORK MUNICIPAL INCOME FUND III
(“PYN”)
650 Newport Center Drive
Newport Beach, California 92660
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON DECEMBER 16, 2022
This Proxy Statement and the Annual Reports to Shareholders for the
fiscal year ended December 31, 2021 for PMF, PCQ, PNF, PML,
PCK, PNI, PMX, PZC and PYN are also available
at pimco.com/closedendfunds.
PROXY STATEMENT
November 3, 2022
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 2022
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by the Boards of Trustees (each a “Board”) of the
shareholders of each of PIMCO Municipal Income Fund (“PMF”), PIMCO
California Municipal Income Fund (“PCQ”), PIMCO New York Municipal
Income Fund (“PNF”), PIMCO Municipal Income Fund II (“PML”), PIMCO
California Municipal Income Fund II (“PCK”), PIMCO New York
Municipal Income Fund II (“PNI”), PIMCO Municipal Income Fund III
(“PMX”), PIMCO California Municipal Income Fund III (“PZC”) and
PIMCO New York Municipal Income Fund III (“PYN”) (each, a “Fund”
and, collectively, the “Funds”) of proxies to be voted at the Joint
Annual Meeting of Shareholders of each Fund and any adjournment(s)
or postponement(s) thereof. The term “Meeting” is used throughout
this joint Proxy Statement to refer to the Annual Meeting of
Shareholders of each Fund, as dictated by the context. The Meeting
will be held at the offices of Pacific Investment Management
Company
1
LLC (“PIMCO” or the “Manager”), at 650 Newport Center Drive,
Newport Beach, California 92660, on Friday, December 16, 2022,
at 8:00 A.M., Pacific Time. The principal executive offices of the
Funds are located at 1633 Broadway, New York, New York 10019.
The Notice of Joint Annual Meeting of Shareholders (the “Notice”),
this Proxy Statement and the enclosed proxy cards are first being
sent to Shareholders on or about November 7, 2022.
The Meeting is scheduled as a joint meeting of the holders of all
shares of the Funds, which consist of holders of common shares of
each Fund (the “Common Shareholders”) and holders of preferred
shares (the “Preferred Shareholders” and, together with the Common
Shareholders, the “Shareholders”), which include Auction Rate
Preferred Shares (“ARPS”) of each Fund and, for each Fund other
than PNF and PYN, Variable Rate Municipal Term Preferred Shares
(“VMTPS”). The Shareholders of each Fund are expected to consider
and vote on similar matters. The Shareholders of each Fund will
vote on the applicable proposal set forth herein (the “Proposal”)
and on any other matters that may properly be presented for vote by
the Shareholders of that Fund. The outcome of voting by the
Shareholders of one Fund does not affect the outcome for the other
Funds.
The Board of each Fund has fixed the close of business on
October 17, 2022 as the record date (the “Record Date”) for
the determination of Shareholders of each Fund entitled to notice
of, and to vote at, the Meeting. The Shareholders of each Fund on
the Record Date will be entitled to one vote per share on each
matter to which they are entitled to vote and that is to be voted
on by Shareholders of the Fund, and a fractional vote with respect
to fractional shares, with no cumulative voting rights in the
election of Trustees. The following table sets forth the number of
common shares (“Common Shares”) and preferred shares (“Preferred
Shares” and, together with the Common Shares, the “Shares”) issued
and outstanding of each Fund at the close of business on the Record
Date:
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Outstanding
Common
Shares |
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Outstanding
Preferred Shares |
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ARPS |
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VMTPS |
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PMF
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26,124,837 |
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6,668 |
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233 |
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PCQ
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18,956,636 |
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4,825 |
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293 |
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PNF
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7,859,932 |
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1,641 |
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None |
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PML
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64,234,915 |
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11,933 |
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687 |
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PCK
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32,229,660 |
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5,147 |
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343 |
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PNI
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11,209,146 |
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2,320 |
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210 |
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PMX
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33,358,579 |
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6,189 |
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343 |
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PZC
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22,452,126 |
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3,915 |
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271 |
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PYN
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5,743,614 |
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1,178 |
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None |
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2
The classes of Shares listed for each Fund in the table above are
the only classes of Shares currently issued by that Fund.
The following table sets forth the number of record holders of each
class of shares of the Funds on the Record Date:
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Fund
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Title of Class
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Number of Record
Holders |
PMF
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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74
39
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PCQ
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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51
21
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PNF
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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50
6
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PML
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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82
45
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PCK
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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56
26
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PNI
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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52
20
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PMX
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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65
40
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PZC
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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54
15
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PYN
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Common Shares, par value $0.00001
Preferred Shares, par value $0.00001
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45
4
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At the Meeting, the election of one Trustee (the “Preferred Shares
Trustee”) of each Fund will be voted on exclusively by the
Preferred Shareholders (including holders of ARPS and, for each
Fund other than PNF and PYN, holders of VMTPS, voting together) of
that Fund. Holders of ARPS and VMTPS will be entitled to one vote
per share, regardless of the relative liquidation preference of the
Preferred Shares. On each other proposal to be brought before the
Meeting (including the election of the nominees other than the
Preferred Shares Trustees by all Shareholders), the Preferred
Shareholders, if any, will have equal voting rights (i.e.,
one vote per Share) with the applicable Fund’s Common Shareholders
and will vote together with Common Shareholders as a single
class.
PCQ/PCK/PMF/PML/PNF/PNI:
The Common and Preferred Shareholders of each Fund, voting together
as a single class, have the right to vote on the re-election of Deborah DeCotis and the
election of Kathleen McCartney as Trustees of each Fund. The
Preferred Shareholders, voting as a separate class, have the right
to vote on the re-election
of Sarah E. Cogan as a Trustee of each Fund.
3
PMX/PZC:
The Common and Preferred Shareholders of each Fund, voting together
as a single class, have the right to vote on the re-election of Alan Rappaport and the
election of Kathleen McCartney as Trustees of each Fund. The
Preferred Shareholders, voting as a separate class, have the right
to vote on the re-election
of Joseph B. Kittredge, Jr. as a Trustee of the Fund.
PYN:
The Common and Preferred Shareholders of the Fund, voting together
as a single class, have the right to vote on the re-election of David Fisher and the
election of Kathleen McCartney as Trustees of the Fund. The
Preferred Shareholders, voting as a separate class, have the right
to vote on the re-election
of Sarah E. Cogan as a Trustee of the Fund.
Summary
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Proposal
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Common
Shareholders |
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Preferred
Shareholders |
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Election/Re-Election of
Trustees
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PCQ/PCK/PMF/PML/PNF/PNI
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Independent Trustees/Nominees*
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Re-election of Sarah E.
Cogan**
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N/A |
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✓ |
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Re-election of Deborah
DeCotis
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✓ |
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✓ |
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Election of Kathleen McCartney
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✓ |
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✓ |
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PMX/PZC
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Independent Trustees/Nominees*
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Re-election of Joseph B.
Kittredge, Jr.**
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N/A |
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✓ |
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Re-election of Alan
Rappaport
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✓ |
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✓ |
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Election of Kathleen McCartney
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✓ |
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✓ |
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PYN
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Independent Trustees/Nominees
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Re-election of Sarah E.
Cogan**
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N/A |
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✓ |
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Election of Kathleen McCartney
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✓ |
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✓ |
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Interested Trustees/Nominees
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Re-election of David
Fisher***
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✓ |
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✓ |
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* |
“Independent Trustees” or “Independent Nominees” are
those Trustees or nominees who are not “interested persons,” as
defined in the Investment Company Act of 1940, as amended (the
“1940 Act”), of each Fund.
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** |
Ms. Cogan, who is currently a Class II
Trustee elected by Common and Preferred Shareholders of each of
PCQ, PCK, PMF, PML, PNF, PNI and PYN, voting together as a single
class, is being nominated for re-election as a Class II Trustee
to be elected by Preferred Shareholders of each such
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4
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Fund, voting as a separate class. In
addition, Mr. Kittredge, who is currently a Class II
Trustee elected by Common and Preferred Shareholders of each of PMX
and PZC, voting together as a single class, is being nominated for
re-election as a
Class II Trustee to be elected by Preferred Shareholders of
each such Fund, voting as a separate class. |
*** |
Mr. Fisher is an “interested person” of each
Fund, as defined in Section 2(a)(19) of the 1940 Act
(“Interested Trustee”), due to his affiliation with PIMCO and its
affiliates. Mr. Fisher does not receive compensation from the
Funds for his services as a Trustee. In addition, Mr. Fisher,
who is currently a Class III Trustee elected by Common and
Preferred Shareholders of PYN, voting together as a single class,
is being nominated for re-election as a Class II Trustee
to be elected by Common and Preferred Shareholders of such Fund,
voting together as a single class.
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You may vote by mail by returning a properly executed proxy card,
by internet by going to the website listed on the proxy card, by
telephone using the toll-free number listed on the proxy card, or
in person by attending the Meeting. Shares represented by duly
executed and timely delivered proxies will be voted as instructed
on the proxy. If you execute and mail the enclosed proxy and no
choice is indicated for the election or re-election of Trustees listed in the
attached Notice, your proxy will be voted in favor of the election
or re-election, as
applicable, of all nominees. At any time before it has been voted,
your proxy may be revoked in one of the following ways: (i) by
timely delivering a signed, written letter of revocation to the
Secretary of the applicable Fund at 650 Newport Center Drive,
Newport Beach, CA 92660, (ii) by properly executing and timely
submitting a later-dated proxy vote to the Funds, or (iii) by
attending the Meeting and voting in person. If you are planning to
attend the Meeting in-person, please call 1-866-796-7180 in
advance. You may also call this phone number for information on how
to obtain directions to be able to attend the Meeting and vote in
person or for information or assistance regarding how to vote by
telephone, mail or by internet. Please note that any shareholder
wishing to attend the Meeting in-person is required to comply with
any health regulations adopted by federal, state and local
governments and/or by PIMCO. If any proposal, other than the
Proposal set forth herein, properly comes before the Meeting, the
persons named as proxies will vote in their sole discretion.
The principal executive offices of the Funds are located at 1633
Broadway, New York, New York 10019. PIMCO serves as the investment
manager of each Fund. Additional information regarding the Manager
may be found under “Additional Information — Investment Manager”
below.
The solicitation will be primarily by mail and by telephone and the
cost of soliciting proxies for each Fund will be borne by PIMCO.
Certain officers of the
5
Funds and certain officers and employees of the Manager or its
affiliates (none of whom will receive additional compensation
therefor) may solicit proxies by telephone, mail, e-mail and personal interviews. Any
out-of-pocket expenses incurred
in connection with the solicitation will be borne by PIMCO.
Unless a Fund receives contrary instructions, only one copy of this
Proxy Statement will be mailed to a given address where two or more
Shareholders share that address and share the same surname.
Additional copies of the Proxy Statement will be delivered promptly
upon request. Requests may be sent to the Secretary of the Fund c/o
Pacific Investment Management Company LLC, 650 Newport Center
Drive, Newport Beach, California 92660, or by calling 1-866-796-7180 on any
business day.
As of the Record Date, the Trustees, nominees and the officers of
each Fund as a group and individually beneficially owned less than
one percent (1%) of each Fund’s outstanding Shares. As of the
Record Date, to the knowledge of the Funds, other than as set forth
below, no person beneficially owned more than five percent
(5%) of the outstanding shares of a Fund:
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Name/Address of Owner of
Record
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Fund |
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Percentage of
Ownership of Class
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UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
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PIMCO California Municipal
Income Fund II A Prefrd |
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68.01% |
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PERSHING LLC
1 PERSHING PLZ
JERSEY CITY, NJ 07399-000 |
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PIMCO California Municipal
Income Fund II A Prefrd |
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15.08% |
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BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
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PIMCO California Municipal
Income Fund II A Prefrd |
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9.18% |
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BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
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PIMCO California Municipal
Income Fund II A Prefrd |
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6.25% |
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UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
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PIMCO California Municipal
Income Fund III A Prefrd |
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42.02% |
6
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Name/Address of Owner of
Record
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Fund |
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Percentage of
Ownership of Class
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BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
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PIMCO California Municipal
Income Fund III A Prefrd |
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6.47% |
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UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
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PIMCO California Municipal
Income Fund Preferred A
Prefrd |
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85.37% |
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BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
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PIMCO California Municipal
Income Fund Preferred A
Prefrd |
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5.72% |
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UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
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PIMCO Municipal Income
Fund A Prefrd |
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80.99% |
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OPPENHEIMER & CO., INC.
125 BROAD STREET, NEW YORK, NY 10004 |
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PIMCO Municipal Income
Fund A Prefrd |
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7.07% |
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UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
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PIMCO Municipal Income
Fund II A Prefrd |
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73.61% |
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OPPENHEIMER & CO., INC.
125 BROAD STREET, NEW YORK, NY 10004 |
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PIMCO Municipal Income
Fund II A Prefrd |
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5.90% |
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PERSHING LLC
1 PERSHING PLZ
JERSEY CITY, NJ 07399-000 |
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PIMCO Municipal Income
Fund II A Prefrd |
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5.72% |
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|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO Municipal Income
Fund II A Prefrd |
|
5.63% |
7
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO Municipal Income
Fund II A Prefrd |
|
5.44% |
|
|
|
UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO Municipal Income
Fund III A Prefrd |
|
16.89% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO Municipal Income
Fund III A Prefrd |
|
5.25% |
|
|
|
UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO New York
Municipal Income Fund II
A Prefrd |
|
37.11% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York
Municipal Income Fund II
A Prefrd |
|
8.30% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York
Municipal Income Fund II
A Prefrd |
|
5.45% |
|
|
|
UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO New York
Municipal Income Fund
III A Prefrd |
|
88.12% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York
Municipal Income Fund
III A Prefrd |
|
9.59% |
|
|
|
UBS SECURITIES LLC
677 WASHINGTON BOULEVARD, STAMFORD, CT 6912 |
|
PIMCO New York
Municipal Income Fund
Preferred A Prefrd |
|
78.37% |
8
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York Municipal
Income Fund Preferred A
Prefrd |
|
16.64% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL
CENTER
NEW YORK NY 10281-1003 |
|
PIMCO New York Municipal
Income Fund III |
|
13.39% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO New York Municipal
Income Fund III |
|
12.34% |
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY, NJ 07310-2055 |
|
PIMCO New York Municipal
Income Fund III |
|
8.83% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO New York Municipal
Income Fund III |
|
8.54% |
|
|
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY, NJ 07399-000 |
|
PIMCO New York Municipal
Income Fund III |
|
7.76% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER, PLAZA 2
JERSEY CITY, NJ 07311 |
|
PIMCO New York Municipal
Income Fund III |
|
7.09% |
9
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA NE
68103-2226 |
|
PIMCO New York Municipal
Income Fund III |
|
7.07% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York Municipal
Income Fund III |
|
5.89% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK, NY 10038 |
|
PIMCO New York Municipal
Income Fund III |
|
5.22% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO California Municipal
Income Fund II |
|
16.18% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL
CENTER
NEW YORK NY 10281-1003 |
|
PIMCO California Municipal
Income Fund II |
|
13.16% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA NE
68103-2226 |
|
PIMCO California Municipal
Income Fund II |
|
13.00% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO California Municipal
Income Fund II |
|
7.80% |
10
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY, NJ 07310-2055 |
|
PIMCO California Municipal
Income Fund II |
|
7.54% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA 2
JERSEY CITY, NJ 07311 |
|
PIMCO California Municipal
Income Fund II |
|
7.50% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK, NY 10038 |
|
PIMCO California Municipal
Income Fund II |
|
6.50% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO California Municipal
Income Fund II |
|
6.19% |
|
|
|
E*TRADE SECURITIES LLC
1271 AVENUE OF THE AMERICAS 14TH FL
NEW YORK, NY 10020 |
|
PIMCO California Municipal
Income Fund II |
|
5.18% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO California Municipal
Income Fund |
|
23.04% |
11
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL
CENTER
NEW YORK NY 10281-1003 |
|
PIMCO California Municipal
Income Fund |
|
13.80% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA 2
JERSEY CITY, NJ 07311 |
|
PIMCO California Municipal
Income Fund |
|
11.61% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA
NE 68103-2226 |
|
PIMCO California Municipal
Income Fund |
|
9.70% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK, NY 10038 |
|
PIMCO California Municipal
Income Fund |
|
7.89% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO California Municipal
Income Fund |
|
5.82% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003 |
|
PIMCO Municipal Income
Fund |
|
19.23% |
12
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO Municipal Income
Fund |
|
14.13% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA NE 68103-2226 |
|
PIMCO Municipal Income
Fund |
|
11.87% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER, PLAZA
2
JERSEY CITY, NJ 07311 |
|
PIMCO Municipal Income
Fund |
|
6.46% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL CENTER
NEW YORK
NY 10281-1003 |
|
PIMCO New York
Municipal Income Fund |
|
16.52% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER, PLAZA
2
JERSEY CITY, NJ 07311 |
|
PIMCO New York
Municipal Income Fund |
|
13.05% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO New York
Municipal Income Fund |
|
9.75% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK,
NY 10038
|
|
PIMCO New York
Municipal Income Fund |
|
8.77% |
13
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY,
NJ 07310-2055 |
|
PIMCO New York Municipal
Income Fund |
|
7.92% |
|
|
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY, NJ 07399-000 |
|
PIMCO New York Municipal
Income Fund |
|
6.99% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA
NE 68103-2226 |
|
PIMCO New York Municipal
Income Fund |
|
5.68% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York Municipal
Income Fund |
|
5.15% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL
CENTER
NEW YORK
NY 10281-1003 |
|
PIMCO Municipal Income
Fund II |
|
15.74% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO Municipal Income
Fund II |
|
12.42% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK,
NY 10038 |
|
PIMCO Municipal Income
Fund II |
|
12.04% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA
NE 68103-2226 |
|
PIMCO Municipal Income
Fund II |
|
9.71% |
14
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA
2
JERSEY CITY,
NJ 07311 |
|
PIMCO Municipal Income
Fund II |
|
9.22% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO Municipal Income
Fund II |
|
5.68% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL
CENTER
NEW YORK
NY 10281-1003 |
|
PIMCO New York
Municipal Income Fund II |
|
17.00% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO New York
Municipal Income Fund II |
|
12.18% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO New York
Municipal Income Fund II |
|
9.43% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK,
NY 10038 |
|
PIMCO New York
Municipal Income Fund II |
|
7.30% |
15
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA
2
JERSEY CITY, NJ 07311 |
|
PIMCO New York Municipal
Income Fund II |
|
7.01% |
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY, NJ 07310-2055 |
|
PIMCO New York Municipal
Income Fund II |
|
6.13% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO New York Municipal
Income Fund II |
|
5.55% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST, ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003 |
|
PIMCO Municipal Income
Fund III |
|
15.62% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO Municipal Income
Fund III |
|
12.01% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA
NE 68103-2226 |
|
PIMCO Municipal Income
Fund III |
|
11.00% |
16
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO Municipal Income
Fund III |
|
7.56% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK,
NY 10038 |
|
PIMCO Municipal Income
Fund III |
|
6.59% |
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY,
NJ 07310-2055 |
|
PIMCO Municipal Income
Fund III |
|
6.06% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA 2
JERSEY CITY,
NJ 07311 |
|
PIMCO Municipal Income
Fund III |
|
5.40% |
|
|
|
CHARLES SCHWAB & CO INC
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151 |
|
PIMCO California
Municipal Income Fund
III |
|
23.06% |
|
|
|
TD AMERITRADE INC
PO BOX 2226
OMAHA
NE 68103-2226 |
|
PIMCO California
Municipal Income Fund
III |
|
10.36% |
|
|
|
NATIONAL FINANCIAL SERVICES LLC
200 LIBERTY ST,
ONE WORLD FINANCIAL CENTER
NEW YORK
NY 10281-1003 |
|
PIMCO California
Municipal Income Fund
III |
|
9.20% |
17
|
|
|
|
|
Name/Address of Owner of
Record
|
|
Fund |
|
Percentage of
Ownership of Class
|
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY,
NJ 07310-2055 |
|
PIMCO California Municipal
Income Fund III |
|
8.37% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK, NY 10038 |
|
PIMCO California Municipal
Income Fund III |
|
7.40% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO California Municipal
Income Fund III |
|
7.35% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA 2
JERSEY CITY, NJ 07311 |
|
PIMCO California Municipal
Income Fund III |
|
6.64% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO California Municipal
Income Fund III |
|
5.06% |
PROPOSAL: ELECTION OF TRUSTEES
In accordance with each Fund’s Amended and Restated Agreement and
Declaration of Trust (each, a “Declaration”), the Trustees have
been divided into the following three classes (each a “Class”):
Class I, Class II and Class III. The expiration
dates of the classes are described below, and each Trustee will
remain in office until the end of his or her term and when his or
her successor is elected and qualified. The Governance and
Nominating Committee and the Board of each
18
applicable Fund have recommended the nominees listed herein for
election or re-election, as
applicable, as Trustees by the Shareholders of the applicable
Funds.
PMF/PCQ/PNF/PML/PCK/PNI. With respect to PMF,
PCQ, PNF, PML, PCK and PNI, the term of office of the Class II
Trustees will expire at the Meeting; the term of office of the
Class III Trustees will expire at the annual meeting of
Shareholders held during the 2023 fiscal year (i.e., the
annual meeting held during the fiscal year running from
January 1, 2023 through December 31, 2023); and the term
of office of the Class I Trustees will expire at the annual
meeting of Shareholders held during the 2024 fiscal year
(i.e., the annual meeting held during the fiscal year
running from January 1, 2024 through December 31, 2024).
Currently, Sarah E. Cogan, Deborah DeCotis and Kathleen McCartney
are Class II Trustees. The Governance and Nominating Committee
of each Fund has recommended to the Board that Ms. DeCotis be
nominated for re-election
and that Ms. McCartney be nominated for election by the Common
Shareholders and Preferred Shareholders, voting together as a
single class, as Class II Trustees, and that Ms. Cogan be
nominated for re-election
as a Class II Trustee by the Preferred Shareholders, voting as
a separate class, at the Meeting. Consistent with each Fund’s
Declaration, if elected or re-elected, the nominees shall hold
office for terms coinciding with the Classes of Trustees to which
they have been designated. Therefore, if elected or re-elected at the Meeting, Mses. Cogan,
DeCotis and McCartney will serve terms consistent with the
Class II Trustees, which will expire at each Fund’s annual
meeting of Shareholders held during the 2025 fiscal year
(i.e., the annual meeting held during the fiscal year
running from January 1, 2025 through December 31,
2025).
PMX/PZC. With respect to PMX and PZC, the term of office of
the Class II Trustees will expire at the Meeting; the term of
office of the Class III Trustees will expire at the annual
meeting of Shareholders held during the 2023 fiscal year
(i.e., the annual meeting held during the fiscal year
running from January 1, 2023 through December 31, 2023);
and the term of office of the Class I Trustees will expire at
the annual meeting of Shareholders held during the 2024 fiscal year
(i.e., the annual meeting held during the fiscal year
running from January 1, 2024 through December 31, 2024).
Currently, Joseph B. Kittredge, Jr., Alan Rappaport and Kathleen
McCartney are Class II Trustees. The Governance and Nominating
Committee of each Fund has recommended to the Board that
Mr. Rappaport be nominated for re-election and that Ms. McCartney
be nominated for election by the Common Shareholders and Preferred
Shareholders, voting together as a single class, as Class II
Trustees, and that Mr. Kittredge be nominated for re-election as a Class II Trustee
by the Preferred Shareholders, voting as a separate class, at the
Meeting. Consistent with each Fund’s Declaration, if elected or
re-elected, the nominees
shall hold office for terms coinciding with the Classes of Trustees
to which they have been designated.
19
Therefore, if elected or re-elected at the Meeting, Messrs.
Kittredge and Rappaport and Ms. McCartney will serve terms
consistent with the Class II Trustees, which will expire at
each Fund’s annual meeting of Shareholders held during the 2025
fiscal year (i.e., the annual meeting held during the fiscal
year running from January 1, 2025 through December 31,
2025).
PYN. With respect to PYN, the term of office of the
Class II Trustees will expire at the Meeting; the term of
office of the Class III Trustees will expire at the annual
meeting of Shareholders held during the 2023 fiscal year
(i.e., the annual meeting held during the fiscal year
running from January 1, 2023 through December 31, 2023);
and the term of office of the Class I Trustees will expire at
the annual meeting of Shareholders held during the 2024 fiscal year
(i.e., the annual meeting held during the fiscal year
running from January 1, 2024 through December 31, 2024).
Currently, Sarah E. Cogan, David Fisher and Kathleen McCartney are
Class II Trustees. Mr. Ogden is also currently a
Class II Trustee of the Fund, and his term will expire at the
Meeting. Due to his scheduled retirement from the Board of all
PIMCO Sponsored Closed-End Funds at
the end of 2022, he is not standing for re-election as a Trustee
of the Fund at the Meeting. The Governance and Nominating
Committee of the Fund has recommended to the Board that
Mr. Fisher be nominated for re-election and that Ms. McCartney
be nominated for election by the Common Shareholders and Preferred
Shareholders, voting together as a single class, as Class II
Trustees, and that Ms. Cogan be nominated for re-election as a Class II Trustee
by the Preferred Shareholders, voting as a separate class, at the
Meeting. Consistent with each Fund’s Declaration, if elected or
re-elected, the nominees
shall hold office for terms coinciding with the Classes of Trustees
to which they have been designated. Therefore, if elected or
re-elected at the Meeting,
Mses. Cogan and McCartney and Mr. Fisher will serve terms
consistent with the Class II Trustees, which will expire at
each Fund’s annual meeting of Shareholders held during the 2025
fiscal year (i.e., the annual meeting held during the fiscal
year running from January 1, 2025 through December 31,
2025).
Certain current members of the Board of each Fund are “Continuing
Trustees,” as such term is defined in the Declaration of the
applicable Fund. In the case of PMF, PCQ and PNF, a “Continuing
Trustee” is a Trustee that is not a person or an affiliated person
of a person who is entering into or proposing to enter into certain
transactions with the applicable Fund, as specified in such Fund’s
Declaration, and who has either served as a Trustee for a period of
at least twelve months (or since the inception of the Fund, if less
than twelve months) or is a successor to a Continuing Trustee and
has been recommended to succeed a Continuing Trustee by a majority
of the Continuing Trustees then members of the Board. All current
members of the Boards of PMF, PCQ and PNF other than
Ms. McCartney are “Continuing Trustees,” and the nominees
20
other than Ms. McCartney will remain Continuing Trustees if
elected or re-elected. In
the case of PML, PCK, PNI, PMX, PZC and PYN, a “Continuing Trustee”
is a Trustee that has either served as Trustee since the inception
of the Fund or for thirty-six months or has been nominated
by at least a majority of the Continuing Trustees then members of
the Board. All current members of the Boards of PML, PCK, PNI, PMX,
PZC and PYN are “Continuing Trustees,” and all of the nominees will
remain Continuing Trustees if elected or re-elected.
Pursuant to each Fund’s Declaration of Trust, certain corporate
actions and/or transactions involving the Fund outside of the
ordinary course of business (including, among others, mergers,
consolidations, significant dispositions of Fund assets, any
shareholder proposals as to specific investment decisions and the
conversion of a Fund to an open-end fund) would require the
approval of 75% of the Funds’ outstanding shares, unless approved
by both a majority of the Board of Trustees and 75% of the
Continuing Trustees (in which case shareholders have only the
voting rights required by the 1940 Act with respect to such
transaction or corporate action, if any).
At any annual meeting of Shareholders, any Trustee elected to fill
a vacancy that has arisen since the preceding annual meeting of
Shareholders (whether or not such vacancy has been filled by
election of a new Trustee by the Board) shall hold office for a
term that coincides with the term (or any remaining term) of the
Class of Trustees to which such office was previously
assigned, if such vacancy arose other than by an increase in the
number of Trustees and until his or her successor shall be elected
and shall qualify. In the event such vacancy arose due to an
increase in the number of Trustees, any Trustee so elected to fill
such vacancy at an annual meeting shall hold office for a term
which coincides with that of the Class of Trustee to which
such office has been apportioned and until his or her successor
shall be elected and shall qualify.
The following table summarizes the nominees who will stand for
election or re-election at
the Meeting, the respective Classes of Trustees to which they have
been designated and the expiration of their respective terms if
elected or re-elected, as
applicable:
|
|
|
|
|
|
|
Trustee/Nominee
|
|
Class |
|
|
Expiration of Term if Elected/Re-Elected*
|
PCQ/PCK/PMF/ PML/PNF/PNI
|
Sarah E. Cogan
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
Deborah DeCotis
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
Kathleen McCartney
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
PMX/PZC
|
|
|
|
|
|
|
Joseph B. Kittredge, Jr.
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
Alan Rappaport
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
Kathleen McCartney
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
21
|
|
|
|
|
|
|
Trustee/Nominee
|
|
Class |
|
|
Expiration of Term if Elected/Re-Elected*
|
PYN
|
|
|
|
|
|
|
Sarah E. Cogan
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
David Fisher**
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
Kathleen McCartney
|
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year
|
* |
A Trustee elected or re-elected at an annual meeting shall
hold office until the annual meeting for the year in which his or
her term expires and until his or her successor is elected and
qualifies, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
|
** |
Mr. Fisher is an Interested Trustee/Nominee.
|
Under this classified Board structure, generally only those
Trustees in a single Class may be replaced in any one year,
and it would require a minimum of two years to change a majority of
the Board under normal circumstances. This structure may make it
more difficult for a Fund’s Shareholders to change the majority of
Trustees of a Fund and, thus, promotes the continuity of management
and limits the ability of other entities or persons to acquire
control of a Fund by delaying the replacement of a majority of the
Board.
Unless authority is withheld, it is the intention of the persons
named in the enclosed proxy for a Fund to vote each proxy for the
persons listed above for that Fund. Each of the nominees has
indicated he or she will serve if elected or re-elected, as applicable, but if he or
she should be unable to serve for a Fund, the proxy holders may
vote in favor of such substitute nominee as the Board may designate
(or, alternatively, the Board may determine to save a vacancy).
Trustees and Officers
The business of each Fund is managed under the direction of the
Fund’s Board. Subject to the provisions of each Fund’s Declaration,
its Bylaws and applicable state law, the Trustees have all powers
necessary and convenient to carry out their responsibilities,
including the election and removal of the Fund’s officers.
Board Leadership Structure — The Board of each Fund is
currently composed of nine Trustees, seven of whom are Independent
Trustees, which represents 78% of the Trustees that are Independent
Trustees. An Independent Trustee serves as Chair of the Board and
is selected by a vote of the majority of the Independent Trustees.
The Chair of the Board presides at meetings of the Board, acts as a
liaison with service providers, officers, attorneys and other
Trustees generally between meetings, and performs such other
functions as may be requested by the Board from time to time.
22
The Board of each Fund meets regularly four times each year to
discuss and consider matters concerning the Funds, and also holds
special meetings to address matters arising between regular
meetings. The Independent Trustees regularly meet outside the
presence of management and are advised by independent legal
counsel. Regular meetings generally take place in-person; other meetings may take
place in-person or by
telephone.
The Board of each Fund has established five standing Committees to
facilitate the Trustees’ oversight of the management of the Funds:
the Audit Oversight Committee, the Governance and Nominating
Committee, the Valuation Oversight Committee, the Contracts
Committee and the Performance Committee. The functions and role of
each Committee are described below under “Committees of the Board
of Trustees.” The membership of each Committee (other than the
Performance Committee) consists of only the Independent Trustees.
The Performance Committee consists of all the Trustees. The
Independent Trustees believe that participation on each Committee
allows them to participate in the full range of the Board’s
oversight duties.
The Board reviews its leadership structure periodically and has
determined that this leadership structure, including an Independent
Chair, a supermajority of Independent Trustees and Committee
membership limited to Independent Trustees (with the exception of
the Performance Committee), is appropriate in light of the
characteristics and circumstances of each Fund. In reaching this
conclusion, the Board considered, among other things, the
predominant role of the Manager in the day-to-day management of Fund
affairs, the extent to which the work of the Board is conducted
through the Committees, the number of funds in the fund complex
overseen by members, the variety of asset classes those funds
include, the assets of each Fund and other funds in the fund
complex and the management and other service arrangements of each
Fund and such other funds. The Board also believes that its
structure, including the presence of two Trustees who are or have
been executives with the Manager or Manager-affiliated entities,
facilitates an efficient flow of information concerning the
management of each Fund to the Independent Trustees.
Risk Oversight — Each of the Funds has retained the
Manager to provide investment advisory services and administrative
services. Accordingly, the Manager is immediately responsible for
the management of risks that may arise from Fund investments and
operations. Some employees of the Manager serve as the Funds’
officers, including the Funds’ principal executive officer and
principal financial and accounting officer, chief compliance
officer and chief legal officer. The Manager and the Funds’ other
service providers have adopted policies, processes, and procedures
to identify, assess and manage different types of risks associated
with each Fund’s activities. The Board oversees the performance
of
23
these functions by the Manager and the Funds’ other service
providers, both directly and through the Committee structure it has
established. The Board receives from the Manager a wide range of
reports, both on a regular and as-needed basis, relating to the Funds’
activities and to the actual and potential risks of the Funds.
These include reports on investment and market risks, custody and
valuation of Fund assets, compliance with applicable laws, and the
Funds’ financial accounting and reporting. In addition, the Board
meets periodically with the individual portfolio managers of the
Funds or their delegates to receive reports regarding the portfolio
management of the Funds and their performance, including their
investment risks. In the course of these meetings and discussions
with the Manager, the Board has emphasized the importance of the
Manager maintaining vigorous risk-management programs and
procedures with respect to the Funds.
In addition, the Board has appointed a Chief Compliance Officer
(“CCO”). The CCO oversees the development of compliance policies
and procedures that are reasonably designed to minimize the risk of
violations of the federal securities laws (“Compliance Policies”).
The CCO reports directly to the Independent Trustees, interacts
with individuals within the Manager’s organization and provides
presentations to the Board at its quarterly meetings and an annual
report on the application of the Compliance Policies. The Board
periodically discusses relevant risks affecting the Funds with the
CCO at these meetings. The Board has approved the Compliance
Policies and reviews the CCO’s reports. Further, the Board annually
reviews the sufficiency of the Compliance Policies, as well as the
appointment and compensation of the CCO.
The Board recognizes that the reports it receives concerning risk
management matters are, by their nature, typically summaries of the
relevant information. Moreover, the Board recognizes that not all
risks that may affect the Funds can be identified in advance; that
it may not be practical or cost-effective to eliminate or mitigate
certain risks; that it may be necessary to bear certain risks (such
as investment-related risks) in seeking to achieve the Funds’
investment objectives; and that the processes, procedures and
controls employed to address certain risks may be limited in their
effectiveness.
The Trustees and officers of the Funds, their year of birth, the
positions they hold with the Funds, their term of office and length
of time served, a description of their principal occupations during
the past five years, the number of portfolios in the Fund Complex
(as defined below) that the Trustee oversees and any other public
company directorships held by the Trustee are listed in the two
tables immediately following. Except as shown, each Trustee’s and
officer’s principal occupation and business experience for the last
five years have been with the employer(s) indicated, although in
some cases the Trustee may have held different positions with such
employer(s).
24
Information Regarding Trustees and Nominees.
The following table provides information concerning the
Trustees/Nominees of the Funds as of October 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
Independent Trustees/Nominees
|
Deborah A.
DeCotis
1952
PMF/PCQ/PNF /PML/PCK/PNI - Class II
PMX/PZC/PYN -
Class III
|
|
Chair of
the
Board,
Trustee,
Nominee |
|
PMF/PCQ/
PNF/PML
/PCK/PNI/
PMX/
PZC/PYN -
Chair,
Since 2019
Trustee,
Since 2011
|
|
Advisory Director, Morgan Stanley & Co.,
Inc. (since 1996); Member, Circle Financial Group (since 2009);
Member, Council on Foreign Relations (since 2013); Trustee, Smith
College (since 2017); and Director, Watford Re (since 2017).
Formerly, Co-Chair Special
Projects Committee, Memorial Sloan Kettering (2005-2015); Trustee,
Stanford University (2010-2015); Principal, LaLoop LLC, a retail
accessories company (1999-2014); Director, Helena Rubenstein
Foundation (1997-2010); and Director, Armor Holdings
(2002-2010). |
|
|
26 |
|
|
Trustee, Allianz Funds (2011-2021); Trustee,
Virtus Funds (2021-Present). |
25
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
Sarah E. Cogan
1956
PMF/PCQ/PNF /PML/PCK/PNI/PYN - Class II
PMX/PZC -
Class I
|
|
Trustee,
Nominee
|
|
Since
2019 |
|
Retired Partner, Simpson Thacher &
Bartlett LLP (law firm) (1989-2018); Director, Girl Scouts of
Greater New York, Inc. (since 2016); and Trustee, Natural Resources
Defense Council, Inc. (since 2013). |
|
|
26 |
|
|
Trustee, Allianz Funds (2019-2021); Trustee,
Virtus Funds (2021-Present). |
26
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
|
|
|
|
|
E. Grace Vandecruze(4) 1963
PMF/PCQ/PNF
/PML/PCK/PNI/ PMX/PZC/PYN -
Class I
|
|
Trustee |
|
Since
2021 |
|
Founder and Managing Director, Grace Global
Capital LLC, a strategic advisory firm to the insurance industry
(since 2006); Director, The Doctors Company, a medical malpractice
insurance company (since 2020); Chief Financial Officer, Athena
Technology Acquisition Corp, a special purpose acquisition company
(since 2021); Director, Link Logistics REIT, a real estate company
(since 2021); Director and Member of the Investment & Risk
Committee, Resolution Life Group Holdings, a global life insurance
group (since 2021); and Director, Wharton Graduate Executive Board.
Formerly, Director, Resolution Holdings (2015-2019). Formerly,
Director and Member of the Audit Committee and the Wealth Solutions
Advisory Committee, M Financial Group, a life insurance company
(2015-2021); Director, SBLI USA, a life insurance company
(2015-2018). |
|
|
26 |
|
|
None. |
27
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
|
|
|
|
|
Joseph B. Kittredge, Jr. 1954
PMF/PCQ/PNF/PML/PCK/PNI/PYN -
Class III
PMX/PZC -
Class II
|
|
Trustee,
Nominee |
|
Since
2020 |
|
Trustee (since 2019) and Governance Committee
(since 2020), Vermont Law School (since 2019); Director and
Treasurer, Center for Reproductive Rights (since 2015); Formerly,
Director (2013-2020) and Chair (2018-2020), ACLU of Massachusetts;
General Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(2005-2018) and Partner (2007-2018); President, GMO Trust
(institutional mutual funds) (2009-2018); Chief Executive Officer,
GMO Trust (2009-2015); President and Chief Executive Officer, GMO
Series Trust (platform based mutual funds) (2011-2013). |
|
|
26 |
|
|
Trustee, GMO Trust (2010-2018); Chairman of the
Board of Trustees, GMO Series Trust (2011-2018). |
28
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
|
|
|
|
|
Kathleen McCartney(4)
1956
PMF/PCQ/PNF
/PML/PCK/PNI/ PMX/PZC/PYN -
Class II
|
|
Trustee,
Nominee |
|
Since
2022 |
|
President, Smith College (since 2013); Director
(since 2013) and President (since 2020), Five Colleges, Inc.,
consortium of liberal arts colleges and universities (since 2013);
Formerly, Director, American Council on Education Board of
Directors, (2015-2019); Director, Consortium on Financing Higher
Education Board of Directors (2015-2019); Director, edX Board of
Directors, online course provider (2012-2013); Director, Bellwether
Education Partners Board, national nonprofit organization
(2010-2013); Dean, Harvard Graduate School of Education
(2006-2013); Trustee, Tufts University (2007-2013). |
|
|
26 |
|
|
None |
29
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
|
|
|
|
|
William B.
Ogden, IV
1945(5)
PMF/PCQ/PNF
/PML/PCK/PNI/PMX/PZC - Class III
PYN -
Class II
|
|
Trustee |
|
Since
2006 |
|
Retired. Formerly, Asset Management Industry
Consultant; and Managing Director, Investment Banking Division of
Citigroup Global Markets Inc. |
|
|
26 |
|
|
Trustee, Allianz Funds (2006-2021); Trustee,
Virtus Closed-End Funds
(2021-Present). |
30
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
|
|
|
|
|
|
Alan
Rappaport
1953
PMF/PCQ/PNF
/PML/PCK/PNI/PYN - Class I
PMX/PZC -
Class II
|
|
Trustee,
Nominee
|
|
Since
2010 |
|
Director, Victory Capital Holdings, Inc., an asset
management firm (since 2013). Formerly, Adjunct Professor, New York
University Stern School of Business (2011-2020); Lecturer, Stanford
University Graduate School of Business (2013-2020); Advisory
Director (formerly Vice Chairman), Roundtable Investment Partners
(2009-2018); Member of Board of Overseers, NYU Langone Medical
Center (2015-2016); Trustee, American Museum of Natural History
(2005-2015); Trustee, NYU Langone Medical Center (2007-2015); and
Vice Chairman (formerly, Chairman and President), U.S. Trust
(formerly, Private Bank of Bank of America, the predecessor entity
of U.S. Trust) (2001-2008). |
|
|
26 |
|
|
Trustee, Allianz Funds (2010-2021); Chairman of
the Board of Trustees, Virtus Closed-End Funds (2021-Present). |
31
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
Interested Trustees/Nominees
|
David N.
Fisher(6)
1968
650 Newport Center Drive, Newport Beach, CA
92660
PMF/PCQ/PNF
/PML/PCK/PNI/
PMX/PZC -
Class III
PYN - Currently, Class III, if elected as nominated,
Class II
|
|
Trustee,
Nominee |
|
Since
2019 |
|
Managing Director and Co-Head of U.S. Global Wealth
Management Strategic Accounts, PIMCO (since 2021); Managing
Director and Head of Traditional Product Strategies, PIMCO
(2015-2021); and Director, Court Appointed Special Advocates (CASA)
of Orange County, a non-profit organization (since 2015).
Formerly, Global Bond Strategist, PIMCO (2008-2015); and Managing
Director and Head of Global Fixed Income, HSBC Global Asset
Management (2005-2008). |
|
|
26 |
|
|
None |
32
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address,
Year of Birth
and Class(1)
|
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years
|
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years
|
John C.
Maney(6)
1959
650 Newport Center Drive, Newport Beach, CA 92660
PMF/PCQ/PNF
/PML/PCK/PNI/
PMX/PZC/PYN -
Class I
|
|
Trustee |
|
Since
2006 |
|
Senior Advisor to PIMCO (since June 2021);
Non-Executive Director and
a member of the Compensation Committee of PIMCO Europe Ltd (since
December 2017). Formerly, Consultant to PIMCO (January 2020-June
2021); Managing Director of Allianz Asset Management of America
L.P. (2005-2019); member of the Management Board and Chief
Operating Officer of Allianz Asset Management of America L.P
(2006-2019); Member of the Management Board of Allianz Global
Investors Fund Management LLC (2007-2014) and Managing Director of
Allianz Global Investors Fund Management LLC (2011-2014). |
|
|
26 |
|
|
None |
(1) |
Unless otherwise indicated, the business address of
the persons listed above is c/o Pacific Investment Management
Company LLC, 1633 Broadway, New York, New York 10019.
|
33
(2) |
Under each Fund’s Declaration, a Trustee serves until
his or her death, retirement, removal, disqualification,
resignation or replacement. In accordance with each Fund’s
Declaration, the Common and/or Preferred Shareholders of a Fund, as
applicable, elect Trustees to fill the vacancies of Trustees whose
terms expire at each annual meeting of such Fund’s
shareholders.
|
(3) |
The Term “Fund Complex” as used herein includes the
Funds and any other registered investment company (i) that
holds itself out to investors as a related company for purposes of
investment and investor services; or (ii) for which PIMCO or
an affiliate of PIMCO serves as primary investment adviser.
|
(4) |
Ms. McCartney was appointed as a Trustee of each
Fund on July 1, 2022. Ms. Vandecruze was appointed as a
Trustee of each Fund other than PYN on June 29, 2021 and was
appointed as a Trustee of PYN on June 30, 2021.
|
(5) |
In anticipation of his expected retirement from all of
the PIMCO Sponsored Closed-End Funds as of
December 31, 2022, Mr. Ogden is not standing for
re-election as a Trustee of
PYN.
|
(6) |
Each of Messrs. Fisher and Maney is an Interested
Trustee of each Fund due to his affiliation with PIMCO and its
affiliates.
|
The following table states the dollar range of equity securities
beneficially owned as of the Record Date by each Trustee and
nominee of each Fund and, on an aggregate basis, of any registered
investment companies overseen by the Trustees in the “family of
investment companies,” including the Funds.
|
|
|
|
|
Name of Trustee/
Nominee
|
|
Dollar Range of
Equity
Securities in the Funds* |
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by Trustee/
Nominee in the Family
of Investment
Companies* |
Independent Trustees/ Nominees
|
Sarah E. Cogan
|
|
PMF: $10,001 - $50,000
PNI: $10,001 - $50,000
PMX: $10,001 - $50,000
|
|
Over $100,000 |
Deborah A. DeCotis
|
|
None |
|
Over $100,000 |
Joseph B. Kittredge, Jr.
|
|
PML: Over $100,000 |
|
Over $100,000 |
Kathleen McCartney**
|
|
None |
|
None |
William B. Ogden, IV***
|
|
PMF: $50,001 - $100,000
PML: $50,001 - $100,000
|
|
Over $100,000 |
Alan Rappaport
|
|
None |
|
Over $100,000 |
E. Grace Vandecruze****
|
|
None |
|
None |
34
|
|
|
|
|
Name of Trustee/
Nominee
|
|
Dollar Range of
Equity
Securities in the Funds* |
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by Trustee/
Nominee in the Family
of Investment
Companies* |
|
Interested Trustees/Nominees
|
John C. Maney
|
|
None |
|
Over $100,000 |
David N. Fisher
|
|
None |
|
Over $100,000 |
* |
Securities are valued as of the Record Date.
|
** |
Ms. McCartney was appointed as a Trustee of each
Fund on July 1, 2022.
|
*** |
In anticipation of his expected retirement from all of
the PIMCO Sponsored Closed-End Funds as of
December 31, 2022, Mr. Ogden is not standing for
re-election as a Trustee of
the Funds.
|
**** |
Ms. Vandecruze was appointed as a Trustee of each
Fund other than PYN on June 29, 2021 and was appointed as a
Trustee of PYN on June 30, 2021.
|
To the knowledge of the Funds, as of the Record Date, Trustees and
nominees who are Independent Trustees or Independent nominees and
their immediate family members did not own securities of an
investment adviser or principal underwriter of the Funds or a
person (other than a registered investment company) directly or
indirectly controlling, controlled by, or under common control with
an investment adviser or principal underwriter of the Funds.
Mr. Ogden owns a less than 1% limited liability company
interest in PIMCO Global Credit Opportunity Onshore Fund LLC, a
PIMCO-sponsored private investment vehicle.
Compensation. Each of the Independent Trustees
serves as a trustee of PIMCO Municipal Income Fund, PIMCO
California Municipal Income Fund, PIMCO New York Municipal Income
Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal
Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO
Municipal Income Fund III, PIMCO California Municipal Income Fund
III, PIMCO New York Municipal Income Fund III, PIMCO Access Income
Fund, PIMCO Corporate & Income Strategy Fund, PIMCO
Corporate & Income Opportunity Fund, PIMCO Dynamic Income
Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO
Income Strategy Fund II, PIMCO Global StocksPLUS®& Income Fund, PIMCO
Energy and Tactical Credit Opportunities Fund, PCM Fund, Inc.,
PIMCO Strategic Income Fund, Inc. and PIMCO Dynamic Income
Opportunities Fund, each a closed-end fund for which the Manager
serves as investment manager (together with the Funds, the “PIMCO
Closed-End Funds”), as well
as PIMCO Flexible
35
Emerging Markets Income Fund, PIMCO Flexible Credit Income Fund,
PIMCO California Flexible Municipal Income Fund and PIMCO Flexible
Municipal Income Fund, each a closed-end investment management
company that is operated as an “interval fund” for which the
Manager serves as investment manager (the “PIMCO Interval Funds”)
and PIMCO Managed Accounts Trust (“PMAT”), an open-end investment management company
with multiple series for which the Manager serves as investment
adviser and administrator (together with the PIMCO Closed-End Funds and the PIMCO Interval
Funds, the “PIMCO-Managed Funds”).
Each Independent Trustee receives annual compensation of $250,000
for his or her service on the Boards of the PIMCO-Managed Funds,
payable quarterly. The Independent Chair of the Boards receives an
additional $75,000 per year, payable quarterly. The Audit Oversight
Committee Chair receives an additional $35,000 annually, payable
quarterly. The Performance Committee Chair and the Valuation
Oversight Committee Chair each receive an additional $10,000
annually, payable quarterly. The Contracts Committee Chair receives
an additional $25,000 annually, payable quarterly. Trustees are
also reimbursed for meeting-related expenses.
Each Trustee’s compensation for his or her service as a Trustee on
the Boards of the PIMCO-Managed Funds and other costs in connection
with joint meetings of such Funds are allocated among the
PIMCO-Managed Funds, as applicable, on the basis of fixed
percentages as among PMAT, the PIMCO Interval Funds and the PIMCO
Closed-End Funds. Trustee
compensation and other costs are then further allocated pro rata
among the individual funds within each grouping based on each such
fund’s relative net assets.
The Funds have no employees. The Funds’ officers and Interested
Trustees (Messrs. Fisher and Maney) are compensated by the Manager
or its affiliates, as applicable.
The Trustees do not currently receive any pension or retirement
benefits from the Funds or the Fund Complex (see below).
The following table sets forth information regarding the
compensation received by the Independent Trustees and nominees for
the fiscal year ended December 31, 2021. For the calendar year
ended December 31, 2021, the Independent Trustees received the
compensation set forth in the table below for serving as Trustees
of the Funds and other funds in the same Fund Complex as the Funds.
Each officer and each Trustee who is a director, officer, partner,
member or employee of the Manager, or of any entity controlling,
controlled by or under common control with the Manager, including
any Interested Trustee,
36
serves without any compensation from the Funds. Ms. McCartney
is not included in the table below because she was appointed to the
Board of the Funds effective July 1, 2022 and thus did not
serve on the Board of the Funds as of December 31, 2021.
Ms. McCartney had not received any compensation from the Funds
or the Fund Complex for service as Trustee of the Funds as of
December 31, 2021.
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee/
Nominees
|
|
Aggregate
Compensation
from PMF for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PCQ for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PNF for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PML for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PCK for
the Fiscal
Year Ended
December 31,
2021
|
|
Independent Trustee/ Nominee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Matthew Buffington(2)
|
|
$ |
23,802 |
|
|
$ |
18,476 |
|
|
$ |
6,032 |
|
|
$ |
51,035 |
|
|
$ |
20,182 |
|
Derrick A. Clark(3)
|
|
$ |
4,291 |
|
|
$ |
3,353 |
|
|
$ |
1,087 |
|
|
$ |
9,239 |
|
|
$ |
3,655 |
|
Sarah E. Cogan
|
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
Deborah A. DeCotis
|
|
$ |
7,199 |
|
|
$ |
5,613 |
|
|
$ |
1,823 |
|
|
$ |
15,482 |
|
|
$ |
6,121 |
|
Hans W. Kertess(4)
|
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
Joseph B. Kittredge, Jr.
|
|
$ |
6,599 |
|
|
$ |
5,145 |
|
|
$ |
1,671 |
|
|
$ |
14,192 |
|
|
$ |
5,611 |
|
Kathleen McCartney(5)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
William B. Ogden, IV(7)
|
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
Alan Rappaport
|
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
E. Grace Vandecruze(8)
|
|
$ |
3,964 |
|
|
$ |
3,083 |
|
|
$ |
1,004 |
|
|
$ |
8,518 |
|
|
$ |
3,364 |
|
Interested Trustee/Nominee
|
|
|
|
|
|
|
|
|
|
David N. Fisher(6)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
John C. Maney(6)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee/ Nominees
|
|
Aggregate
Compensation
from PNI for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PMX for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PZC for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Total
Compensation
from the
Funds and
Fund
Complex Paid
to Trustees/
Nominees for
the Calendar
Year Ended
December 31,
2021(1) |
|
Independent Trustee/ Nominee
|
|
|
|
|
|
|
|
|
|
T. Matthew Buffington(2)
|
|
$ |
9,280 |
|
|
$ |
25,186 |
|
|
$ |
15,697 |
|
|
$ |
169,690 |
|
Derrick A. Clark(3)
|
|
$ |
1,670 |
|
|
$ |
4,553 |
|
|
$ |
2,843 |
|
|
$ |
30,690 |
|
Sarah E. Cogan
|
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
Deborah A. DeCotis
|
|
$ |
2,803 |
|
|
$ |
7,631 |
|
|
$ |
4,763 |
|
|
$ |
300,000 |
|
Hans W. Kertess(4)
|
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
Joseph B. Kittredge, Jr.
|
|
$ |
2,569 |
|
|
$ |
6,995 |
|
|
$ |
4,366 |
|
|
$ |
275,000 |
|
Kathleen McCartney(5)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
William B. Ogden, IV(7)
|
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
Alan Rappaport
|
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
E. Grace Vandecruze(8)
|
|
$ |
1,544 |
|
|
$ |
4,200 |
|
|
$ |
2,617 |
|
|
$ |
168,750 |
|
Interested Trustee/ Nominee
|
|
|
|
|
|
David N. Fisher(6)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
John C. Maney(6)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
(1) |
Prior to February 1, 2021, the Fund Complex was
composed of the PIMCO-Managed Funds and a number of open- and
closed-end funds advised by
Allianz Global Investors U.S. LLC, an affiliate of PIMCO. Effective
February 1, 2021 (and February 26, 2021 with respect to
Virtus Artificial Intelligence & Technology Opportunities
Fund (formerly, Virtus AllianzGI Artificial Intelligence &
Technology Opportunities Fund)), however, Virtus Investment
Advisers, Inc. became the primary investment adviser of those
funds, and therefore they ceased to be included within the
definition of Fund Complex as used herein. For the calendar year
ended December 31, 2021, amounts received by the Trustees from
the PIMCO-Managed Funds were: for each of Messrs. Buffington and
Clark, $50,654; for Ms. Cogan, $225,000; for Ms. DeCotis,
$300,000; for each of Messrs. Kertess, Ogden and Rappaport,
$225,000; and for Mr. Kittredge, $168,750. These amounts are
included in the Fund Complex totals in the table above.
|
(2) |
Effective December 17, 2021, Matthew Buffington
was no longer a Trustee of PIMCO Municipal Income Fund, PIMCO
California Municipal Income Fund, PIMCO New York Municipal Income
Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal
Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO
Municipal Income Fund III and PIMCO California Municipal Income
Fund III.
|
38
(3) |
Effective December 3, 2021, Derrick A. Clark was
no longer a Trustee of PIMCO Municipal Income Fund, PIMCO
California Municipal Income Fund, PIMCO New York Municipal Income
Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal
Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO
Municipal Income Fund III and PIMCO California Municipal Income
Fund III.
|
(4) |
Mr. Kertess retired from the Board of each Fund
effective December 31, 2021.
|
(5) |
Effective July 1, 2022, Ms. McCartney became
a Trustee of the Funds.
|
(6) |
Messrs. Fisher and Maney are interested persons of the
Fund and do not receive compensation from the Fund for their
services as Trustees.
|
(7) |
In anticipation of his expected retirement from all of
the PIMCO Sponsored Closed-End Funds as of
December 31, 2022, Mr. Ogden is not standing for
re-election as a Trustee of
the Funds.
|
(8) |
Ms. Vandecruze became a Trustee of the Funds
other than PYN effective June 29, 2021 and became a Trustee of
PYN effective June 30, 2021.
|
Trustee Qualifications — The Board has determined that
each nominee is qualified to serve as a Trustee based on several
factors (none of which alone is decisive). Each nominee is
knowledgeable about the Funds’ business and service provider
arrangements in part because he or she serves as trustee or
director to a number of other investment companies advised by PIMCO
and/or its affiliates with similar arrangements to that of the
Funds or has had significant experience in the investment
management and/or financial services industries. Among the factors
the Board considers when concluding that an individual is qualified
to serve on the Board were the following: (i) the individual’s
business and professional experience and accomplishments;
(ii) the individual’s ability to work effectively with other
members of the Board; (iii) the individual’s prior experience,
if any, serving on the boards of public companies (including, where
relevant, other investment companies) and other complex enterprises
and organizations; and (iv) how the individual’s skills,
experiences and attributes would contribute to an appropriate mix
of relevant skills and experience on the Board.
In respect of each current Trustee and/or nominee, the individual’s
substantial professional accomplishments and prior experience,
including, in some cases, in fields related to the operations of
the Funds, were a significant factor in the determination by the
Board that the individual is qualified to serve as a Trustee of the
Funds. The following is a summary of various qualifications,
experiences and skills of each Trustee and/or nominee (in addition
to business experience during the past five years set forth in the
table above) that contributed to the Board’s conclusion that an
individual is qualified to serve on the Board. References to
qualifications, experiences and skills are not intended to hold
out
39
the Board or individual nominees as having any special expertise or
experience and shall not impose any greater responsibility or
liability on any such person or on the Board by reason thereof.
Deborah A. DeCotis — Ms. DeCotis has substantial
senior executive experience in the investment banking industry,
having served as a Managing Director for Morgan Stanley. She has
extensive board experience and experience in oversight of
investment management functions through her experience as a former
Director of the Helena Rubenstein Foundation, Stanford Graduate
School of Business and Armor Holdings.
Sarah E. Cogan — Ms. Cogan has substantial legal
experience in the investment management industry, having served as
a partner at a large international law firm in the corporate
department for over 25 years and as former head of the registered
funds practice. She has extensive experience in oversight of
investment company boards through her experience as counsel to the
Independent Trustees of certain PIMCO-Managed Funds and as counsel
to other independent trustees, investment companies and asset
management firms.
David N. Fisher — Mr. Fisher has substantial executive
experience in the investment management industry. Mr. Fisher
is a Managing Director and Co-Head of U.S. Global Wealth
Management Strategic Accounts at PIMCO. In this role, he helps
oversee relationships with key distribution partners and develop
the firm’s growth strategy across wealth management channels. Prior
to taking on this position, Mr. Fisher was Head of Traditional
Product Strategies at PIMCO, where he oversaw teams of product
strategists covering core and non-core fixed income strategies as
well as the firm’s suite of equity strategies, was a Global Bond
Strategist at PIMCO, and has managed PIMCO’s Total Return Strategy.
Because of his familiarity with PIMCO and its affiliates,
Mr. Fisher serves as an important information resource for the
Independent Trustees and as a facilitator of communication with
PIMCO.
Joseph B. Kittredge, Jr. — Mr. Kittredge has
substantial experience in the investment management industry,
having served for thirteen years as General Counsel to Grantham,
Mayo, Van Otterloo & Co. LLC, the adviser to the GMO
mutual fund complex, and as a Trustee and senior officer for Funds
in the GMO complex. Previously, he was a partner at a large
international law firm. Mr. Kittredge has extensive experience
in asset management regulation and has provided legal advice to
investment company boards, registered funds and their sponsors with
respect to a broad range of financial, legal, tax, regulatory and
other issues. He also serves as the Audit Oversight Committee’s
Chair and has been determined by the Board to be an “audit
committee financial expert.”
40
John C. Maney — Mr. Maney has substantial
executive and board experience in the investment management
industry. Prior to January 2020, he served in a variety of
senior-level positions with investment advisory firms affiliated
with the Manager, including Allianz Asset Management of America
L.P. (the Manager’s U.S. parent company). In addition,
Mr. Maney currently provides various services to the Manager
as a senior advisor. Because of his familiarity with the Manager
and affiliated entities, he serves as an important information
resource for the Independent Trustees and as a facilitator of
communication with the Manager and its affiliates.
Kathleen McCartney — Ms. McCartney has substantial
board experience, having served on a number of nonprofit boards, as
trustee of Tufts University, director of the American Council on
Education, director of the Consortium on Financing Higher
Education, founding board member of edX, and director of the
Bellwether Education Partners board. She also has substantial
senior executive experience as the President of Smith College and
director of Five Colleges, Inc.
William B. Ogden, IV — Mr. Ogden has substantial
senior executive experience in the investment banking industry. He
served as Managing Director at Citigroup, where he established and
led the firm’s efforts to raise capital for, and provide mergers
and acquisition advisory services to, asset managers and investment
advisers. He also has significant experience with fund products
through his senior-level responsibility for originating and
underwriting a broad variety of such products.
Alan Rappaport — Mr. Rappaport has substantial
senior executive experience in the financial services industry. He
formerly served as Chairman and President of the Private Bank of
Bank of America and as Vice Chairman of U.S. Trust and as an
Advisory Director of an investment firm.
E. Grace Vandecruze — Ms. Vandecruze has substantial
senior executive experience in the financial services industry. She
is Founder and Managing Director of Grace Global Capital LLC, a
strategic advisory firm to the insurance industry (since 2006). She
has extensive board experience and experience in oversight of
investment management and insurance company functions through her
experience as a Director and Member of the Audit Committee and the
Wealth Solutions Advisory Committee, M Financial Group, a life
insurance company (2015-2021), a Director of The Doctors Company, a
medical malpractice insurance company (since 2020) and a Director
and Member of the Investment & Risk Committee, Resolution
Life Group Holdings, a global life insurance group (since
2021).
41
Committees of the Board of Trustees.
Audit Oversight Committee. The Board of each Fund has
established an Audit Oversight Committee in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), currently consisting of Messrs.
Kittredge, Ogden, Rappaport and Mses. Cogan, DeCotis, McCartney and
Vandecruze, each of whom is an Independent Trustee.
Mr. Kittredge is the current Chair of each Fund’s Audit
Oversight Committee. Each Fund’s Audit Oversight Committee provides
oversight with respect to the internal and external accounting and
auditing procedures of each Fund and, among other things,
determines the selection of the independent registered public
accounting firm for each Fund and considers the scope of the audit,
approves all audit and permitted non-audit services proposed to be
performed by those auditors on behalf of each Fund and approves
non-audit services to be
performed by the auditors for certain affiliates, including the
Manager and entities in a control relationship with the Manager
that provide services to each Fund where the engagement relates
directly to the operations and financial reporting of the Fund. The
Audit Oversight Committee considers the possible effect of those
services on the independence of the Funds’ independent registered
public accounting firm. Each member of each Fund’s Audit Oversight
Committee is “independent,” as independence for audit committee
members is defined in the currently applicable listing standards of
the NYSE, on which the Common Shares of each Fund are listed.
The Board of each Fund has adopted a written charter for its Audit
Oversight Committee. A copy of the written charter for each Fund,
as amended through January 1, 2022, is attached to this Proxy
Statement as Exhibit A. A report of the Audit Oversight
Committee of each Fund, dated February 23, 2022, is attached
to this Proxy Statement as Exhibit C.
Governance and Nominating Committee. The Board of each
Fund has established a Governance and Nominating Committee composed
solely of Independent Trustees, currently consisting of Messrs.
Kittredge, Ogden and Rappaport and Mses. Cogan, DeCotis, McCartney
and Vandecruze. Ms. DeCotis is the current Chair of each
Fund’s Governance and Nominating Committee. The primary purposes
and responsibilities of each Fund’s Governance and Nominating
Committee are: (i) advising and making recommendations to the
Board on matters concerning Board governance and related Trustee
practices, and (ii) the screening and nomination of candidates
for election to the Board as Independent Trustees.
The responsibilities of each Fund’s Governance and Nominating
Committee include considering and making recommendations to the
Fund’s Board regarding: (1) governance, retirement and other
policies, procedures and practices relating to
42
the Board and the Trustees; (2) in consultation with the Chair
of the Board, matters concerning the functions and duties of the
Trustees and committees of the Board; (3) the size of the
Board and, in consultation with the Chair of the Board, the Board’s
committees and their composition; and (4) Board and committee
meeting procedures. The Committee will also periodically review and
recommend for approval by the Board the structure and levels of
compensation and any related benefits to be paid or provided by a
Fund to the Independent Trustees for their services on the Board
and any committees on the Board.
The Governance and Nominating Committee is responsible for
reviewing and recommending qualified candidates to the Board in the
event that a position is vacated or created or when Trustees are to
be re-elected. The
Governance and Nominating Committee of each Fund has adopted a
charter, which is attached to this Proxy Statement as Exhibit
B.
Each member of each Fund’s Governance and Nominating Committee is
“independent,” as independence for nominating committee members is
defined in the currently applicable listing standards of the NYSE,
on which the Common Shares of each Fund are listed.
Qualifications, Evaluation and Identification of
Trustees/Nominees. The Governance and Nominating Committee
of each Fund requires that Trustee candidates have a college degree
or equivalent business experience. When evaluating candidates, each
Fund’s Governance and Nominating Committee may take into account a
wide variety of factors including, but not limited to:
(i) availability and commitment of a candidate to attend
meetings and perform his or her responsibilities on the Board,
(ii) relevant industry and related experience,
(iii) educational background, (iv) ability, judgment and
expertise and (v) overall diversity of the Board’s
composition.
The process of identifying nominees involves the consideration of
candidates recommended by one or more of the following sources:
(i) the Fund’s current Trustees, (ii) the Fund’s
officers, (iii) the Fund’s investment adviser, (iv) the
Fund’s shareholders and (v) any other source the Committee
deems to be appropriate. The Governance and Nominating Committee of
each Fund may, but is not required to, retain a third-party search
firm at a Fund’s expense to identify potential candidates.
Consideration of Candidates Recommended by
Shareholders. The Governance and Nominating Committee of
each Fund will review and consider nominees recommended by
shareholders to serve as Trustees, provided that the recommending
shareholder follows the “Procedures for Shareholders to Submit
Nominee Candidates for the PIMCO Sponsored Closed-End Funds”, which are
43
set forth as Appendix B to the Funds’ Governance and Nominating
Committee Charter, attached to this Proxy Statement as Exhibit
B. Among other requirements, these procedures provide that the
recommending shareholder must submit any recommendation in writing
to the Fund, to the attention of the Fund’s Secretary, at the
address of the principal executive offices of the Fund and that
such submission must be received at such offices not less than 45
days nor more than 75 days prior to the date of the Board or
shareholder meeting at which the nominee would be elected. . Any
recommendation must include certain biographical and other
information regarding the candidate and the recommending
shareholder and must include a written and signed consent of the
candidate to be named as a nominee and to serve as a Trustee if
elected. The foregoing description of the requirements is only a
summary. Please refer to Appendix B to the Governance and
Nominating Committee Charter for each Fund, which is attached to
this Proxy Statement as Exhibit B for details.
The Governance and Nominating Committee has full discretion to
reject nominees recommended by shareholders and there is no
assurance that any such person properly recommended and considered
by the Committee will be nominated for election to the Board of
each Fund.
Diversity. The Governance and Nominating Committee
takes diversity of a particular nominee and overall diversity of
the Board into account when considering and evaluating nominees for
Trustee. The Board has adopted a diversity policy and, when
considering a nominee’s and the Board’s diversity, the Committee
generally considers the manner in which each nominee’s professional
experience, education, expertise in matters that are relevant to
the oversight of the Funds (e.g., investment management,
distribution, accounting, trading, compliance, legal), general
leadership experience, and life experience are complementary and,
as a whole, contribute to the ability of the Board to oversee the
Funds.
Valuation Oversight Committee. The Board of each Fund
has established a Valuation Oversight Committee currently
consisting of Messrs. Kittredge, Ogden and Rappaport and Mses.
Cogan, DeCotis, McCartney and Vandecruze. Mr. Ogden is the
current Chair of each Fund’s Valuation Oversight Committee. The
Valuation Oversight Committee has been delegated responsibility by
the Board for overseeing determination of the fair value of each
Fund’s portfolio securities and other assets. The Valuation
Oversight Committee of each Fund reviews and approves procedures
for the fair valuation of the Fund’s portfolio securities and
periodically reviews reports and assessments provided by the
Manager pursuant to the Fund’s valuation procedures and the
Manager’s pricing policy. With respect to the fair valuation of
portfolio securities for which market quotations are not readily
available, the Manager has been designated as
44
“valuation designee” for each Fund in accordance with Rule
2a-5 under the 1940 Act.
Each Fund’s Valuation Oversight Committee reports to the Board
periodically as to the Committee’s activities and oversight of the
Manager’s administration of the Fund’s valuation procedures and the
valuation designee’s carrying out of its responsibilities under
Rule 2a-5.
Contracts Committee. The Board of each Fund has
established a Contracts Committee, currently consisting of Messrs.
Kittredge, Ogden, and Rappaport and Mses. Cogan, DeCotis,
McCartney and Vandecruze. Ms. Cogan is the current Chair of
each Fund’s Contracts Committee. The Contracts Committee meets as
the Board deems necessary to review the performance of, and the
reasonableness of the fees paid to, as applicable, the Funds’
investment adviser(s) and any sub-adviser(s), administrators(s) and
principal underwriters(s) and to make recommendations to the Board
regarding the approval and continuance of each Fund’s contractual
arrangements for investment advisory, sub-advisory, administrative and
distribution services, as applicable. The Contracts Committee also
may review and evaluate the terms of other contracts or amendments
thereto with the Funds’ other major service providers at the
Board’s request.
Performance Committee. The Board of each Fund has
established a Performance Committee, currently consisting of
Messrs. Kittredge, Ogden, Rappaport, Maney and Fisher and Mses.
Cogan, DeCotis, McCartney and Vandecruze. Mr. Rappaport is the
current Chair of each Fund’s Performance Committee. The Performance
Committee’s responsibilities include reviewing the performance of
the Funds and any changes in investment philosophy, approach and
personnel of the Manager.
Meetings. During the fiscal year ended
December 31, 2021, the Board of Trustees held four regular
meetings. The Audit Oversight Committee met in separate session six
times, the Governance and Nominating Committee met in separate
session three times, the Valuation Oversight Committee met in
separate session four times, the Contracts Committee met in
separate session three times, and the Performance Committee met in
separate session four times. Each Trustee attended in person or
via teleconference at least 75% of the regular meetings of
the Board and meetings of the committees on and during which such
Trustee served for the Fund that were held during the fiscal year
ended December 31, 2021.
The Trustees generally do not attend the annual shareholder
meetings.
Shareholder Communications with the Board of
Trustees. The Board of Trustees of each Fund has adopted
procedures by which Shareholders may send communications to the
Board. Shareholders may mail written communications to
45
the Board to the attention of the Board of Trustees, [name of
Fund], c/o Fund Administration, Pacific Investment Management
Company LLC, 1633 Broadway, New York, New York 10019. Shareholder
communications must (i) be in writing and be signed by the
Shareholder and (ii) identify the class and number of Shares
held by the Shareholder. The Secretary of each Fund or her designee
is responsible for reviewing properly submitted shareholder
communications. The Secretary shall either (i) provide a copy
of each properly submitted shareholder communication to the Board
at its next regularly scheduled Board meeting or (ii) if the
Secretary determines that the communication requires more immediate
attention, forward the communication to the Trustees promptly after
receipt. The Secretary may, in good faith, determine that a
shareholder communication should not be provided to the Board
because it does not reasonably relate to a Fund or its operations,
management, activities, policies, service providers, Board,
officers, shareholders or other matters relating to an investment
in a Fund or is otherwise routine or ministerial in nature. These
procedures do not apply to (i) any communication from an
officer or Trustee of a Fund or (ii) any communication from an
employee or agent of a Fund, unless such communication is made
solely in such employee’s or agent’s capacity as a shareholder, but
they shall apply to any shareholder proposal submitted
pursuant to Rule 14a-8
under the Exchange Act or any communication made in connection with
such a proposal. A Fund’s Trustees are not required to attend the
Fund’s annual shareholder meetings or to otherwise make themselves
available to shareholders for communications, other than by the
aforementioned procedures.
Section 16(a) Reports. Each Fund’s Trustees
and certain officers, investment adviser, certain affiliated
persons of the investment adviser and persons who beneficially own
more than 10% of any class of outstanding securities of a Fund
(i.e., a Fund’s Common Shares or Preferred Shares) are
required to file forms reporting their affiliation with the Fund
and reports of ownership and changes in ownership of the Fund’s
securities with the Securities and Exchange Commission (the “SEC”)
and the NYSE. Based solely on a review of these forms filed
electronically with the SEC and any written representation from
reporting persons during the most recently concluded fiscal year,
each Fund believes that each of the Trustees and officers,
investment adviser and relevant affiliated persons of the
investment adviser and the persons who beneficially own more than
10% of any class of outstanding securities of the Fund has complied
with all applicable filing requirements during each Fund’s
respective fiscal year.
Required Vote. The election of Ms. McCartney and the
re-election of
Ms. DeCotis to the Boards of PMF, PCQ, PNF, PML, PCK and PNI
will require the affirmative vote of a plurality of the votes of
the Common Shareholders and
46
Preferred Shareholders (voting together as a single class) of the
relevant Fund cast in the election of Trustees at the Meeting, in
person or by proxy. The re-election of Ms. Cogan to the
Boards of PMF, PCQ, PNF, PML, PCK and PNI will require the
affirmative vote of a plurality of the votes of the Preferred
Shareholders (voting as a separate class) of the relevant Fund cast
in the election of Trustees at the Meeting, in person or by proxy.
The election of Ms. McCartney and the re-election of Mr. Rappaport to
the Boards of PMX and PZC will require the affirmative vote of a
plurality of the votes of the Common Shareholders and Preferred
Shareholders (voting together as a single class) of the relevant
Fund cast in the election of Trustees at the Meeting, in person or
by proxy. The re-election
of Mr. Kittredge to the Boards of PMX and PZC will require the
affirmative vote of a plurality of the Preferred Shareholders
(voting as a separate class) of the relevant Fund cast in the
election of Trustees at the Meeting, in person or by proxy. The
election of Ms. McCartney and the re-election of Mr. Fisher to the
Board of PYN will require the affirmative vote of a plurality of
the votes of the Common Shareholders and Preferred Shareholders
(voting together as a single class) of the Fund cast in the
election of Trustees at the Meeting, in person or by proxy. The
re-election of
Ms. Cogan to the Board of PYN will require the affirmative
vote of a plurality of the votes of the Preferred Shareholders
(voting as a separate class) of the Fund cast in the election of
Trustees at the Meeting, in person or by proxy. The requirement for
“the affirmative vote of a plurality of the votes… cast” means,
assuming that a quorum is present, that the nominee who receives
the largest number of votes of the applicable Shares cast in person
or by proxy at the Meeting (even if he or she receives less than a
majority) will be elected or re-elected, as applicable, as a
Trustee.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL AND THE ELECTION OF ALL
THE NOMINEES.
ADDITIONAL INFORMATION
Executive and Other Officers of the Funds. The table
below provides certain information concerning the executive
officers of the Funds and certain other officers who perform
similar duties. Officers of the Funds hold office at the pleasure
of the relevant Board and until their successors are chosen and
qualified, or in each case until he or she sooner dies, resigns, is
removed with or without cause or becomes disqualified. Officers and
employees of the Funds who are principals, officers, members or
employees of the Manager are not compensated by the Funds.
47
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds |
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Eric D. Johnson1
1970
|
|
President |
|
Since 2019 |
|
Executive Vice President and Head of Funds
Business Group Americas, PIMCO. President, PIMCO-Managed Funds,
PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO
Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
Keisha Audain-Pressley2
1975
|
|
Chief
Compliance
Officer |
|
Since 2018 |
|
Executive Vice President and Deputy Chief
Compliance Officer, PIMCO. Chief Compliance Officer, PIMCO-Managed
Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF
Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
Ryan G. Leshaw1
1980
|
|
Chief Legal
Officer |
|
Since 2019 |
|
Executive Vice President and Senior Counsel,
PIMCO. Chief Legal Officer, PIMCO-Managed Funds. Vice President,
Senior Counsel and Secretary, PIMCO Funds, PIMCO Variable Insurance
Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. Formerly, Associate, Willkie Farr & Gallagher
LLP. |
|
|
|
|
Joshua D. Ratner2
1976
|
|
Senior Vice
President |
|
Since 2019 |
|
Executive Vice President and Head of Americas
Operations, PIMCO. Senior Vice President, PIMCO-Managed Funds,
PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO
Equity Series and PIMCO Equity Series VIT. |
48
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds |
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Peter G. Strelow1
1970
|
|
Senior Vice
President |
|
Since 2019 |
|
Managing Director and Co-Chief Operating Officer, PIMCO.
Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO
Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and
PIMCO Equity Series VIT. Formerly, Chief Administrative Officer,
PIMCO. |
|
|
|
|
Douglas B. Burrill2
1980
|
|
Vice
President |
|
Since August 2022 |
|
Senior Vice President, PIMCO. Vice President,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
Wu-Kwan Kit1
1981
|
|
Vice
President,
Senior
Counsel
and
Secretary |
|
Since 2018 |
|
Senior Vice President and Senior Counsel, PIMCO.
Vice President, Senior Counsel and Secretary, PIMCO-Managed Funds.
Assistant Secretary, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.
Formerly, Assistant General Counsel, VanEck Associates Corp. |
|
|
|
|
Jeffrey A. Byer1
1976
|
|
Vice
President |
|
Since 2020 |
|
Executive Vice President, PIMCO. Vice President,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
Brian J. Pittluck1
1977
|
|
Vice
President |
|
Since 2020 |
|
Senior Vice President, PIMCO. Vice President,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
49
|
|
|
|
|
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held
with Funds |
|
Length of
Time Served
|
|
Principal Occupation(s)
During the Past 5 Years
|
Keith A. Werber1
1973
|
|
Vice
President |
|
Since June 2022 |
|
Executive Vice President, PIMCO. Vice President,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
Elizabeth A. Duggan1
1964
|
|
Vice
President |
|
Since March 2021 |
|
Executive Vice President, PIMCO. Vice President,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
Mark A. Jelic1
1981
|
|
Vice
President |
|
Since September 2021 |
|
Senior Vice President, PIMCO. Vice President,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
Bijal Parikh1
1978
|
|
Treasurer |
|
Since January 2021 |
|
Executive Vice President, PIMCO. Treasurer,
PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust,
PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
Erik C. Brown3
1967
|
|
Assistant
Treasurer |
|
Since 2015 |
|
Executive Vice President, PIMCO. Assistant
Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable
Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. |
|
|
|
|
Brandon T. Evans1
1982
|
|
Deputy
Treasurer |
|
Since March 2022 |
|
Senior Vice President, PIMCO. Deputy Treasurer,
PIMCO-Managed Funds, Assistant Treasurer, PIMCO-Managed Funds,
PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO
Equity Series and PIMCO Equity Series VIT. |
1 |
The address of these officers is Pacific Investment
Management Company LLC, 650 Newport Center Drive, Newport Beach,
California 92660.
|
50
2 |
The address of these officers is Pacific Investment
Management Company LLC, 1633 Broadway, New York, New York
10019.
|
3 |
The address of these officers is Pacific Investment
Management Company LLC, 401 Congress Ave., Austin, Texas 78701.
|
Each of the Funds’ executive officers is an “interested person” of
each Fund (as defined in Section 2(a)(19) of the 1940 Act) as
a result of his or her position(s) set forth in the table
above.
Investment Manager. The Manager serves as the
investment manager of the Funds. Subject to the supervision of the
Board of each Fund, the Manager is responsible for managing the
investment activities of the Funds and the Funds’ business affairs
and other administrative matters. The Manager is located at
650 Newport Center Drive, Newport Beach, CA, 92660. The
Manager is a majority-owned indirect subsidiary of Allianz SE, a
publicly traded European insurance and financial services
company.
Independent Registered Public Accounting Firm. The Audit
Oversight Committee of each Fund’s Board and the full Board of each
Fund unanimously selected PricewaterhouseCoopers LLP (“PwC”) as the
independent registered public accounting firm for the fiscal year
ending December 31, 2022 for the Funds. PwC served as the
independent registered public accounting firm of each Fund for the
fiscal year ended December 31, 2021 and also serves as the
independent registered public accounting firm of various other
investment companies for which the Manager serves as investment
adviser. PwC is located at 300 Madison Avenue, New York, New York
10017. None of the Funds know of any direct financial or material
indirect financial interest of PwC in the Funds. A representative
of PwC, if requested by any Shareholder, will be present at the
Meeting via telephone to respond to appropriate questions
from Shareholders and will have an opportunity to make a statement
if he or she chooses to do so.
Pre-approval Policies
and Procedures. Each Fund’s Audit Oversight Committee has
adopted written policies relating to the pre-approval of audit and permitted
non-audit services to be
performed by the Fund’s independent registered public accounting
firm. Under the policies, on at least an annual basis, a Fund’s
Audit Oversight Committee reviews and pre-approves proposed audit and
permitted non-audit
services to be performed by the independent registered public
accounting firm on behalf of the Fund.
In addition, each Fund’s Audit Oversight Committee pre-approves at least annually any
permitted non-audit
services (including audit-related services) to be provided by the
independent registered public accounting firm to the Manager and
any entity controlling, controlled by, or under common control with
the
51
Manager that provides ongoing services to the Fund (together, the
“Service Affiliates”), provided, in each case, that the engagement
relates directly to the operations and financial reporting of the
Fund. Although the Audit Oversight Committee does not pre-approve all services provided by
the independent registered public accounting firm to Service
Affiliates (for instance, if the engagement does not relate
directly to the operations and financial reporting of the Fund),
the Committee receives an annual report from the independent
registered public accounting firm showing the aggregate fees paid
by Service Affiliates for such services.
Each Fund’s Audit Oversight Committee may also from time to time
pre-approve individual
non-audit services to be
provided to the Fund or a Service Affiliate that were not
pre-approved as part of the
annual process described above. A member of the Audit Oversight
Committee to whom this responsibility has been delegated (a
“Designated Member”) may also pre-approve these individual
non-audit services,
provided that the fee for such services does not exceed a
pre-determined dollar
threshold. Any such pre-approval by the Designated Member
is reported to the full Audit Oversight Committee for ratification
at its next regularly scheduled meeting.
The pre-approval policies
provide for waivers of the requirement that the Audit Oversight
Committee pre-approve
permitted non-audit
services provided to the Funds or their Service Affiliates pursuant
to de minimis exceptions described in Section 10A of the
Exchange Act and applicable regulations (referred to herein as the
“de minimis exception”).
Audit Fees. Audit Fees are fees related to the audit
and review of the financial statements included in annual reports
and registration statements, and other services that are normally
provided in connection with statutory and regulatory filings or
engagements. For each Fund’s last two fiscal years as reflected
below, the Audit Fees billed by PwC to the Fund or to PIMCO with
respect to the Fund are shown in the table below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended |
|
|
Audit Fees |
|
PMF
|
|
|
December 31, 2021 |
|
|
$ |
65,572 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
PCQ
|
|
|
December 31, 2021 |
|
|
$ |
56,108 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
PNF
|
|
|
December 31, 2021 |
|
|
$ |
51,545 |
|
|
|
|
December 31, 2020 |
|
|
$ |
45,196 |
|
PML
|
|
|
December 31, 2021 |
|
|
$ |
74,867 |
|
|
|
|
December 31, 2020 |
|
|
$ |
61,082 |
|
52
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended |
|
|
Audit Fees |
|
PCK
|
|
|
December 31, 2021 |
|
|
$ |
56,108 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
PNI
|
|
|
December 31, 2021 |
|
|
$ |
51,545 |
|
|
|
|
December 31, 2020 |
|
|
$ |
47,055 |
|
PMX
|
|
|
December 31, 2021 |
|
|
$ |
65,572 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
PZC
|
|
|
December 31, 2021 |
|
|
$ |
56,108 |
|
|
|
|
December 31, 2020 |
|
|
$ |
47,055 |
|
PYN
|
|
|
December 31, 2021 |
|
|
$ |
49,686 |
|
|
|
|
December 31, 2020 |
|
|
$ |
42,323 |
|
Audit-Related Fees. Audit-Related Fees are fees related
to assurance and related services that are reasonably related to
the performance of the audit or review of financial statements, but
not reported under “Audit Fees” above, and that include accounting
consultations, attestation reports, comfort letters, and
agreed-upon procedure reports (inclusive of annual review of basic
maintenance testing associated with the Preferred Shares for the
Funds), if applicable. The table below shows, for each Fund’s last
two fiscal years as reflected below, the Audit-Related Fees billed
by PwC to the Fund or to PIMCO with respect to the Fund. During
those fiscal years, there were no Audit-Related Fees billed by PwC
to the Funds’ Service Affiliates for audit-related services related
directly to the operation and financial reporting of the Funds.
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended |
|
|
Audit-Related Fees |
|
PMF
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PCQ
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PNF
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PML
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PCK
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PNI
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PMX
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PZC
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
PYN
|
|
|
December 31, 2021 |
|
|
$ |
13,000 |
|
|
|
|
December 31, 2020 |
|
|
$ |
13,000 |
|
53
Tax Fees. Tax Fees are fees associated with tax
compliance, tax advice and tax planning, including services
relating to the filing or amendment of federal, state or local
income tax returns, regulated investment company qualification
reviews, and tax distribution and analysis reviews. The table below
shows, for each Fund’s last two fiscal years as reflected below,
the aggregate Tax Fees billed by PwC to the Fund or to PIMCO with
respect to the Fund. During those fiscal years, there were no Tax
Fees billed by PwC to the Funds’ Service Affiliates for
tax-related services
related directly to the operation and financial reporting of the
Funds.
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended |
|
|
Tax Fees |
|
PMF
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PCQ
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PNF
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PML
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PCK
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PNI
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PMX
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PZC
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
PYN
|
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
All Other Fees. All Other Fees are fees related to
services other than those reported above under “Audit Fees,”
“Audit-Related Fees” and “Tax Fees.” For each Fund’s last two
fiscal years, no such fees were billed by PwC to the Fund or the
Fund’s Service Affiliates.
During the periods indicated in the tables above, no services
described under “Audit-Related Fees,” “Tax Fees” or “All Other
Fees” were approved pursuant to the de minimis exception.
54
Aggregate Non-Audit
Fees. The aggregate non-audit fees billed by PwC, during
each Fund’s last two fiscal years as reflected below, for services
rendered to each Fund and the Fund’s Service Affiliates are shown
in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Fiscal Year Ended |
|
|
Aggregate Non-Audit
Fees for Fund |
|
|
Non-Audit Fees for
Service Affiliates |
|
|
Aggregate
Non-Audit Fees* |
|
PMF
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PCQ
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PNF
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PML
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PCK
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PNI
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PMX
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PZC
|
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
PYN
|
|
|
December 31, 2021 |
|
|
$ |
13,000 |
|
|
$ |
14,035,102 |
|
|
$ |
14,048,102 |
|
|
|
|
December 31, 2020 |
|
|
$ |
13,000 |
|
|
$ |
16,178,737 |
|
|
$ |
16,191,737 |
|
* |
Includes the sum of the Aggregate Non-Audit Fees for Fund and the
Non-Audit Fees for Service
Affiliates as noted in the columns to the left.
|
55
The table below shows a breakdown of the fees billed by PwC to each
Fund, or to PIMCO with respect to each Fund, for the most recently
completed fiscal year attributable the following categories: 1)
Audit Fees, 2) Audit- Related Fees, 3) Tax Compliance/Preparation
fees and 4) All Other Fees, as well as the percentage of the total
fees billed attributable to the “All Other Fees” category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PMF
(Fiscal Year
Ended
December 31,
2021) |
|
|
PCQ
(Fiscal Year
Ended
December 31,
2021) |
|
|
PNF
(Fiscal Year
Ended
December 31,
2021) |
|
|
PML
(Fiscal Year
Ended
December 31,
2021) |
|
|
PCK
(Fiscal Year
Ended
December 31,
2021) |
|
|
PNI
(Fiscal Year
Ended
December 31,
2021) |
|
|
PMX
(Fiscal Year
Ended
December 31,
2021) |
|
|
PZC
(Fiscal Year
Ended
December 31,
2021) |
|
|
PYN
(Fiscal Year
Ended
December 31,
2021) |
|
Audit Fees
|
|
$ |
65,572 |
|
|
$ |
56,108 |
|
|
$ |
51,545 |
|
|
$ |
74,867 |
|
|
$ |
56,108 |
|
|
$ |
51,545 |
|
|
$ |
65,572 |
|
|
$ |
56,108 |
|
|
$ |
49,686 |
|
Audit-Related Fees
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
13,000 |
|
Tax Compliance/ Tax Return Preparation Fees
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
All Other Fees
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Percentage of Total Fees attributable to All Other
Fees
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Each Fund’s Audit Oversight Committee has determined that the
provision by PwC of non-audit services to the Fund’s
Service Affiliates that were not pre-approved by the Committee was
compatible with maintaining the independence of PwC as the Fund’s
principal auditors.
Other Business. As of the date of this Proxy Statement,
each Fund’s officers and the Manager know of no business to come
before the Meeting other than as set forth in the Notice. If any
other business is properly brought before the Meeting, the persons
named as proxies will vote in their sole discretion.
Quorum, Adjournments, Meeting Logistics and Methods of
Tabulation. A quorum for each Fund at the Meeting will
consist of the presence in person or by proxy of thirty percent
(30%) of the total Shares of the Fund entitled to vote at such
Meeting, except that, where the Preferred Shares or Common Shares
will vote as separate classes, then 30% of the shares of each class
entitled to vote will be necessary to constitute a quorum for the
transaction of business by that class. By way of clarification, in
the case of Preferred Shares voting as a separate class, 30% of the
total number of ARPS and VMTPS entitled to vote (regardless of the
relative liquidation preference of the shares) will be necessary to
constitute a quorum. If the quorum required for a Proposal has not
been met, the persons named as proxies may propose adjournment of
the Meeting with respect to such Proposal and, if adjournment is
proposed, will vote
56
all Shares that they are entitled to vote in favor of such
adjournment. Any adjournments with respect to the Proposal for a
Fund will require the affirmative vote of a plurality of the Shares
of the relevant Fund entitled to vote thereon present in person or
represented by proxy at the session of the Meeting to be adjourned.
However, where the Preferred Shares or Common Shares will vote as
separate classes, the affirmative vote of a plurality of shares of
the applicable class present in person or by proxy at the session
of the Meeting to be adjourned will be necessary to adjourn the
Meeting with respect to that class. The costs of any additional
solicitation and of any adjourned session will be borne by PIMCO
under its investment management agreement with the Funds. Any
proposal properly brought before the Meeting for which sufficient
favorable votes have been received by the time of the Meeting will
be acted upon and such action will be final regardless of whether
the Meeting is adjourned to permit additional solicitation with
respect to any other proposal with respect to which a quorum has
not been reached. In certain circumstances in which the Funds have
received sufficient votes to approve a matter being recommended for
approval by the Boards, the Funds may request that brokers and
nominee entities, in their discretion, withhold or withdraw
submission of broker non-votes in order to avoid the need
for solicitation of additional votes in favor of the proposal.
Votes cast by proxy or in person at the Meeting will be counted by
persons appointed by the Funds as tellers (the “Tellers”) for the
Meeting. For purposes of determining the presence of a quorum for
each Fund, the Tellers will include the total number of Shares
present at the Meeting in person or by proxy, including Shares
represented by proxies that reflect abstentions and “broker
non-votes” (i.e.,
shares held by brokers or nominees as to which instructions have
not been received from the beneficial owners or the persons
entitled to vote and the broker or nominee does not have the
discretionary voting power on a particular matter). For a proposal
requiring approval of a plurality of votes cast, such as the
election of Trustees, abstentions and broker non-votes will not be counted towards
the achievement of a plurality of votes cast for a nominee and will
have no effect on the outcome of the proposal. In the case of a
contested election, abstentions and non-votes may require a nominee to
receive a higher percentage of the votes cast in order to achieve a
plurality of the votes cast but will not be counted as votes
against such nominee’s election.
PIMCO is sensitive to the health and travel concerns of the Funds’
shareholders and the evolving recommendations from public health
officials. Due to the difficulties arising from the coronavirus
known as COVID-19, the
date, time, location or means of conducting the Meeting may change.
In the event of such a change, the Funds will issue a press release
announcing the change and file the announcement on the SEC’s EDGAR
system, among other steps, but may not deliver additional
soliciting materials to shareholders or
57
otherwise amend the Funds’ proxy materials. The Funds may consider
imposing additional procedures or limitations on Meeting attendees
or conducting the Meeting as a “virtual” shareholder meeting
through the internet or other electronic means in lieu of an
in-person meeting, subject
to any restrictions imposed by applicable law. If the Meeting will
be held virtually in whole or in part, a Fund will notify its
shareholders of such plans in a timely manner and disclose clear
directions as to the logistical details of the “virtual” meeting,
including how shareholders can remotely access, participate in and
vote at such meeting. The Funds plan to announce these changes, if
any, at pimco.com/en-us/our-firm/closedendfunds
and encourage you to check this website prior to the Meeting if you
plan to attend. Please note that any shareholder wishing to attend
the Meeting in-person is
required to comply with any health regulations adopted by federal,
state and local governments and/or by PIMCO.
Reports to Shareholders. Below is the date on or about
which the Annual Report to Shareholders for the most recently
completed fiscal year of each Fund was mailed:
|
|
|
Fund
|
|
Mail Date for Annual Report to Shareholders
for the Most Recently Completed Fiscal Year |
PMF/PCQ/PNF/PML/PCK/PNI/PMX/PZC/PYN |
|
March 11, 2022 |
Additional copies of the Funds’ Annual Reports and Semi-Annual
Reports may be obtained without charge from the Funds by
calling 1-(844)-337-4626,
by visiting the Funds’ website at pimco.com/closedendfunds or by
writing to the Funds at 1633 Broadway, New York, New York
10019.
Shareholder Proposals for the Annual Meeting held during
the 2023 Fiscal Year. It is currently anticipated
that each Fund’s next annual meeting of Shareholders after the
Meeting addressed in this Proxy Statement will be held in December
2023. Proposals of Shareholders intended to be presented at that
annual meeting of each Fund must be received by each Fund no later
than July 10, 2023 for inclusion in each Fund’s proxy
statement and proxy cards relating to that meeting. The submission
by a Shareholder of a proposal for inclusion in the proxy materials
does not guarantee that it will be included. Shareholder proposals
are subject to certain requirements under the federal securities
laws and must be submitted in accordance with the applicable Fund’s
Bylaws. Shareholders submitting any other proposals (including
proposals to elect Trustee nominees) for each Fund intended to be
presented at the annual meeting held during the 2023 fiscal year
(i.e., other than those to be included in
58
the Fund’s proxy materials) must ensure that such proposals are
received by each Fund, in good order and complying with all
applicable legal requirements and requirements set forth in each
Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal
must be received in writing by each Fund not less than 45 days nor
more than 60 days prior to the first anniversary date of the date
on which each Fund first mailed its proxy materials for the prior
year’s shareholder meeting; provided that, if, in accordance with
applicable law, the upcoming shareholder meeting is set for a date
that is not within 30 days from the anniversary of each Fund’s
prior shareholder meeting, such proposal must be received by the
later of the close of business on (i) the date 45 days prior
to such upcoming shareholder meeting date or (ii) the
10th business
day following the date such upcoming shareholder meeting date is
first publicly announced or disclosed. Assuming the next annual
meeting is ultimately scheduled to be within 30 days of the
December 16 anniversary of this year’s meeting, such proposals
must be received no earlier than September 8, 2023 and no
later than September 23, 2023 for each Fund. If a Shareholder
who wishes to present a proposal fails to notify the Fund within
these dates described above, the proxies solicited for the meeting
will be voted on the Shareholder’s proposal, if it is properly
brought before the meeting, in accordance with the judgment of the
persons named in the enclosed proxy card(s). If a Shareholder makes
a timely notification, the proxies may still exercise discretionary
voting authority under circumstances consistent with the SEC’s
proxy rules. Shareholder proposals should be addressed to the
attention of the Secretary of the applicable Fund, at the address
of the principal executive offices of the Fund, with a copy to
David C. Sullivan, Ropes & Gray LLP, Prudential
Tower, 800 Boylston Street, Boston, Massachusetts 02199-3600.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARDS PROMPTLY TO
ENSURE THAT A QUORUM IS PRESENT AT THE APPLICABLE ANNUAL MEETING. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
November 3, 2022
59
Exhibit A to Proxy
Statement
PIMCO Sponsored Closed-End Funds
Audit Oversight Committee Charter
(Adopted as of January 14, 2004,
as amended through January 1, 2022)
The Board of Trustees (each a “Board”) of each of the registered
investment companies listed in Appendix A hereto (each, a “Fund”
and, collectively, the “Funds”), as the same may be periodically
updated, has adopted this Charter to govern the activities of the
Audit Oversight Committee (the “Committee”) of the particular Board
with respect to its oversight of the Fund. This Charter applies
separately to each Fund and its particular Board and Committee and
shall be interpreted accordingly. This Charter supersedes and
replaces any audit committee charter previously adopted by the
Board or a committee of the Board.
Statement of Purpose and Functions
The Committee’s general purpose is to oversee the Fund’s accounting
and financial reporting policies and practices and its internal
controls, including by assisting with the Board’s oversight of the
integrity of the Fund’s financial statements, the Fund’s compliance
with legal and regulatory requirements relevant to financial
reporting matters, the qualifications and independence of the
Fund’s independent auditors, and the performance of the Fund’s
internal control systems and independent auditors. The Committee’s
purpose is also to prepare reports required by Securities and
Exchange Commission rules to be included in the Fund’s annual proxy
statements, if any.
The Committee’s function is oversight. While the Committee has the
responsibilities set forth in this Charter, it is not the
responsibility of the Committee to plan or conduct audits, to
prepare or determine that the Fund’s financial statements are
complete and accurate and are in accordance with generally accepted
accounting principles, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. Fund
management is responsible for Fund accounting and the
implementation and maintenance of the Fund’s internal control
systems, and the independent auditors are responsible for
conducting a proper audit of the Fund’s financial statements.
Members of the Committee are not employees of the Funds and, in
serving on this Committee, are not, and do not hold themselves out
to be, acting as accountants or auditors. As such, it is not the
duty or responsibility of the Committee or its members to conduct
“field work” or other types of auditing or accounting reviews or
procedures.
A-1
Each member of the Committee shall be entitled to rely on
(i) the integrity of those persons and organizations within
management and outside the Fund from which the Committee receives
information and (ii) the accuracy of financial and other
information provided to the Committee by such persons or
organizations absent actual knowledge to the contrary.
Membership
The Committee shall be comprised of as many trustees as the Board
shall determine, but in any event not less than three
(3) Trustees. Each member of the Committee must be a member of
the Board. The Board may remove or replace any member of the
Committee at any time in its sole discretion.
Each member of the Committee may not be an “interested person” of
the Fund, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and
must otherwise satisfy the standards for independence of an audit
committee member of an investment company issuer as set forth in
Rule 10A-3(b) (taking into
account any exceptions to those requirements set forth in such
rule) under the Securities Exchange Act of 1934, as amended, and
under applicable listing standards of the New York Stock Exchange
(the “NYSE”). Each member of the Committee must be “financially
literate” (or must become so within a reasonable time after his or
her appointment to the Committee) and at least one member of the
Committee must have “accounting or related financial management
expertise,” in each case as the Board interprets such qualification
in its business judgment under NYSE listing standards.
Unless the Board otherwise determines, at least one member of the
Committee shall be determined by the Board to be an “audit
committee financial expert” (as defined for purposes of Form
N-CSR).
One or more members of the Committee may be designated by the Board
as the Committee’s chair or vice chair, as the case may be, and
shall serve for such term or terms as the Board may determine. The
Committee Chair shall: (1) schedule meetings to take place at
such times and frequency as he or she deems appropriate;
(2) provide input to management regarding its establishment of
an agenda for each Committee meeting, with assistance from other
Committee members as the Chair deems appropriate; (3) serve as
chair of each Committee meeting; (4) serve as the primary
Committee member who shall interface with management regarding
Committee-related matters; and (5) perform such other duties
as the Board or the Committee deems appropriate. The Chair can
delegate to one or more other Committee members one or more of such
duties as he or she deems appropriate.
A-2
Responsibilities and Duties
The Committee’s policies and procedures shall remain flexible to
facilitate the Committee’s ability to react to changing conditions
and to generally discharge its functions. The following describe
areas of attention in broad terms. The Committee shall:
1. Determine the selection, retention or termination of the Fund’s
independent auditors based on an evaluation of their independence
and the nature and performance of the audit and any permitted
non-audit services.
Decisions by the Committee concerning the selection, retention or
termination of the independent auditors shall be submitted to the
Board for ratification in accordance with the requirements of
Section 32(a) of the Investment Company Act. The Fund’s
independent auditors must report directly to the Committee, which
shall be responsible for resolution of disagreements between
management and the independent auditors relating to financial
reporting.
2. To consider the independence of the Fund’s independent auditors
at least annually, and in connection therewith receive on a
periodic basis formal written disclosures and letters from the
independent auditors as required by the applicable rules of the
Public Company Accounting Oversight Board (the “PCAOB”).
3. To the extent required by applicable regulations, pre-approve (i) all audit and
permitted non-audit
services rendered by the independent auditors to the Fund and
(ii) all non-audit
services rendered by the independent auditors to the Fund’s
investment advisers (including sub-advisers) and to certain of the
investment advisers’ affiliates. The Committee may implement
policies and procedures by which such services are approved other
than by the full Committee.
4. Review and approve the fees charged by the independent auditors
to the Fund, the investment advisers and certain affiliates of the
investment advisers for audit, audit-related and permitted
non-audit services.
5. If and to the extent that the Fund intends to have employees,
set clear policies for the hiring by the Fund of employees or
former employees of the Fund’s independent auditors.
6. Obtain and review at least annually a report from the
independent auditors describing (i) the accounting firm’s
internal quality-control procedures and (ii) any material
issues raised (a) by the accounting firm’s most recent
internal quality-control review or peer review or (b) by any
governmental or
A-3
other professional inquiry or investigation performed within the
preceding five years respecting one or more independent audits
carried out by the firm, and any steps taken to address any such
issues.
7. Review with the Fund’s independent auditors arrangements for and
the scope of the annual audit and any special audits, including the
form of any opinion proposed to be rendered to the Board and
shareholders of the Fund.
8. Meet with management and the independent auditors to review and
discuss the Fund’s annual audited financial statements, including a
review of any specific disclosures of management’s discussion of
the Fund’s investment performance; and, with respect to the Fund’s
audited financial statements, discuss with the independent auditors
matters required by the applicable rules of the PCAOB and any other
matters required to be reported to the Committee under applicable
law; and provide a statement whether, based on its review of the
Fund’s audited financial statements, the Committee recommends to
the Board that the audited financial statements be included in the
Fund’s Annual Report.
Meet with management to review and discuss the Fund’s unaudited
financial statements included in the semi-annual report, including,
if any, a review of any specific disclosure of management’s
discussion of the Fund’s investment performance.
9. Discuss with management and the independent auditors the Fund’s
unaudited financial statements.
10. Review with the independent auditors any audit problems or
difficulties encountered in the course of their audit work and
management’s responses thereto.
11. Review with management and, as applicable, with the independent
auditors the Fund’s accounting and financial reporting policies,
practices and internal controls, management’s guidelines and
policies with respect to risk assessment and risk management,
including the effect on the Fund of any recommendation of changes
in accounting principles or practices by management or the
independent auditors.
12. Discuss with management any press releases discussing the
Fund’s investment performance and other financial information about
the Fund, as well as any financial information provided by
management to analysts or rating agencies. The Committee may
discharge this responsibility by discussing the general types of
information to be disclosed by the Fund and the form of
presentation (i.e., a case-by-case review is not
required) and need not discuss in advance each such release of
information.
A-4
13. Establish procedures for (i) the receipt, retention, and
treatment of complaints received by the Fund regarding accounting,
internal accounting controls, or auditing matters; and
(ii) the confidential, anonymous submission by employees of
the Fund, the Fund’s investment advisers, administrator, principal
underwriter (if any) or any other provider of accounting-related
services for the investment advisers of concerns regarding
accounting or auditing matters.
14. Investigate or initiate the investigation of any fraud,
improprieties or suspected improprieties in the Fund’s accounting
operations or financial reporting.
15. Review with counsel legal and regulatory matters that have a
material impact on the Fund’s financial and accounting reporting
policies and practices or its internal controls.
16. Report to the Board on a regular basis (at least annually) on
the Committee’s activities.
17. Perform such other functions consistent with this Charter, the
Agreement and Declaration of Trust, Articles of Incorporation
and/or Bylaws applicable to the Fund, and applicable law or
regulation, as the Committee or the Board deems necessary or
appropriate.
The Committee may delegate any portion of its authority and
responsibilities as set forth in this Charter to a subcommittee of
one or more members of the Committee.
Scope of Responsibility
This Charter shall not be read to impose on the Committee or any
member thereof any responsibility to take any action or supervise
any activity of the Fund not otherwise specifically imposed by this
Charter or applicable law on the Committee (acting as a body) or
any member of the Committee (acting individually). The Committee
and members thereof shall be held to the same standard of care, as
applicable, generally applied to the Board or a Trustee under
applicable law, and service on the Committee shall not cause any
member thereof to be held to a standard of care different from that
applicable to his or her service on the Board generally. The
designation of a Committee member as an audit committee financial
expert does not impose on such person any duties or
responsibilities that are greater than the duties and
responsibilities imposed on such person as a member of the
Committee and the Board. The designation of an audit committee
financial expert also does not affect the duties or
responsibilities of any other member of the Committee or the
Board.
A-5
Meetings
At least annually, the Committee shall meet separately with the
independent auditors and separately with the representatives of
Fund management responsible for the financial and accounting
operations of the Fund. The Committee shall hold other regular or
special meetings as and when it deems necessary or appropriate.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to
provide such information, data and services as the Committee may
request. The Committee shall have the authority to engage at the
Fund’s expense independent counsel and other experts and
consultants whose expertise the Committee considers necessary to
carry out its responsibilities. The Fund shall provide for, or
arrange for the provision of, appropriate funding, as determined by
the Committee, for the payment of: (i) compensation of the
Fund’s independent auditors for the issuance of an audit report
relating to the Fund’s financial statements or the performance of
other audit, review or attest services for the Fund;
(ii) compensation of independent legal counsel or other
advisers retained by the Committee; and (iii) ordinary
administrative expenses of the Committee that are necessary or
appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this
Charter at least annually and recommend any changes to the Board.
In addition, the performance of the Committee shall be reviewed at
least annually.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the
Charter at any time on the Board’s own motion.
A-6
Appendix A
Funds Subject to this Charter
(As of December 10, 2021)
PCM FUND, INC. (PCM)
PIMCO MUNICIPAL INCOME FUND (PMF)
PIMCO MUNICIPAL INCOME II FUND (PML)
PIMCO MUNICIPAL INCOME III FUND (PMX)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND (PCQ)
PIMCO CALIFORNIA MUNICIPAL INCOME II FUND (PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME III FUND (PZC)
PIMCO NEW YORK MUNICIPAL INCOME FUND (PNF)
PIMCO NEW YORK MUNICIPAL INCOME II FUND (PNI)
PIMCO NEW YORK MUNICIPAL INCOME III FUND (PYN)
PIMCO CORPORATE AND INCOME STRATEGY FUND (PCN)
PIMCO CORPORATE AND INCOME OPPORTUNITY FUND
(PTY)
PIMCO HIGH INCOME FUND (PHK)
PIMCO INCOME STRATEGY FUND (PFL)
PIMCO INCOME STRATEGY II FUND (PFN)
PIMCO INCOME OPPORTUNITY FUND (PKO)
PIMCO GLOBAL STOCKSPLUS & INCOME FUND
(PGP)
PIMCO STRATEGIC INCOME FUND, INC. FUND (RCS)
PIMCO DYNAMIC INCOME FUND (PDI)
PIMCO DYNAMIC INCOME OPPORTUNITIES FUND (PDO)
PIMCO DYNAMIC CREDIT AND MORTGAGE INCOME FUND
(PCI)
PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND
(NRGX)
A-7
Exhibit B to Proxy Statement
Governance and Nominating Committee
Charter
PIMCO Managed Accounts Trust and
PIMCO Sponsored Closed-End Funds
PIMCO Sponsored Interval Funds
The Boards of Directors/Trustees (the “Boards”) of each Trust and
respective series thereof (each Trust or series, a “Fund”) have
adopted this Charter to govern the activities of the Governance and
Nominating Committee (the “Committee”) of each Board.
Statement of Purpose and Responsibility
The primary purpose and responsibility of each Committee are
(i) advising and making recommendations to the Board on
matters concerning Board governance and related Trustee practices,
and (ii) the screening and nomination of candidates for
election to the Board as Independent Directors/Trustees, as defined
below.
Organization
1. Each Committee shall be comprised of as many Directors/Trustees
as the Board shall determine, but in any event not fewer than two
(2) Directors/Trustees. Each Committee must consist entirely
of Board members who are not “interested persons” of the relevant
Funds (“Independent Trustees”), as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended. Each Board may
remove or replace any member of the Committee at any time in its
sole discretion.
2. One or more members of a Committee may be designated by the
Board as the Committee’s chair or vice chair, as the case may be,
and shall serve for such term or terms as the Board may determine.
The Committee Chair shall: (1) schedule meetings to take place
at such times and frequency as he or she deems appropriate;
(2) provide input to management regarding its establishment of
an agenda for each Committee meeting, with assistance from other
Committee members as the Chair deems appropriate; (3) serve as
chair of each Committee meeting; (4) serve as the primary
Committee member who shall interface with management regarding
Committee-related matters; and (5) perform such other duties
as the Board or the Committee deems appropriate. The Chair can
delegate to one or more other Committee members one or more of such
duties as he or she deems appropriate.
B-1
3. The Committee will have at least one regularly scheduled meeting
per year to consider the compensation of Independent Trustees and
other matters the Committee deems appropriate. Additional Committee
meetings shall be held as and when the Committee or the Board
determines necessary or appropriate in accordance with each Fund’s
Bylaws.
Duties and Responsibilities for Governance Matters
1. Overview of Responsibilities. The responsibilities of the
Committee of each Fund include considering and making
recommendations to the Board regarding: (1) governance,
retirement and other policies, procedures and practices relating to
the Board and the Trustees; (2) in consultation with the Chair
of the Trustees, matters concerning the functions and duties of the
Trustees and committees of the Board; (3) the size of the
Board and, in consultation with the Chair of the Trustees, the
Board’s committees and their composition; and (4) Board and
committee meeting procedures, including the appropriateness and
adequacy of the information supplied to the Trustees in connection
with such meetings.
2. Trustee Compensation. The Committee will periodically
review and recommend for approval by the Board the structure and
levels of compensation and any related benefits to be paid or
provided by each Fund to the Independent Trustees for their
services on the Board and any committees of the Board.
3. Board Governance Policies. The Committee shall review the
Board Governance Policies designed to enhance the independence and
effectiveness of the Independent Trustees in serving the interests
of the Funds and their shareholders. The Committee shall review
these Policies no less than every two years and shall recommend any
changes to the Board for its approval.
4. The Committee shall discharge any other duties or
responsibilities delegated to the Committee by the Board from time
to time.
Trustee Nominations
1. Qualifications for Director/Trustee Nominees. A
Director/Trustee candidate must have a college degree or equivalent
business experience. The Committee may take into account a wide
variety of factors in considering Director/Trustee candidates,
including (but not limited to): (i) availability and commitment of
a candidate to attend meetings and perform his or her
responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background,
(iv) ability, judgment and expertise and (v) overall
diversity of the Board’s composition. The Committee shall consider
the effect of
B-2
any relationships delineated in the 1940 Act or other types of
relationships, (e.g., business, financial or family
relationships) with the investment adviser(s) or other principal
service providers, which might impair independence.
2. Identification of Nominees. In identifying potential
nominees for a Board, the Committee may consider candidates
recommended by the following sources: (i) the Fund’s current
Directors/Trustees; (ii) the Fund’s officers; (iii) the
Fund’s investment adviser or sub-advisers; (iv) shareholders of
the Fund (see below); and (v) any other source the Committee
deems to be appropriate. The Committee may, but is not required to,
retain a third party search firm at the Fund’s expense to identify
potential candidates. With respect to annual nominations for the
Closed-End Funds, absent
circumstances warranting different action, the Board expects that
such nominations will be made in a manner designed to maintain
common Board membership with the other Funds.
3. Consideration of Candidates Recommended By Shareholders.
The Committee will consider and evaluate nominee candidates
properly submitted by shareholders on the same basis as it
considers and evaluates candidates recommended by other sources.
Appendix A (for PIMCO Managed Accounts Trust and PIMCO
Sponsored Interval Funds) and Appendix B (for the PIMCO
Sponsored Closed-End Funds) to this Charter, as they may be amended
from time to time by a Committee, set forth procedures that must be
followed by shareholders to submit properly a nominee candidate to
the Committee (recommendations not properly submitted in accordance
with Appendix A or Appendix B (as applicable) will
not be considered by the Committee).
4. Recommendation of Candidates to the Board. The Committee
will recommend to the Board the Directors/Trustees candidates that
it deems qualified to serve as Independent Trustees on the Board.
To the extent practicable, the Committee will rank such potential
nominees for the Board in order of preference. The Committee may
also consider and recommend to the Board Trustee candidates who
would not qualify as Independent Trustees.
Operating Guidelines
1. The appropriate officers of the Fund shall provide or arrange to
provide such information, data and services as the Committee may
request. The Committee shall have the resources and authority
necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to
engage such legal counsel and other experts and consultants at the
Fund’s expense as the Committee, in its discretion, deems necessary
or appropriate to carry out its responsibilities.
B-3
2. Absent actual knowledge to the contrary, each Committee member
is entitled to rely upon (1) the integrity and competence of
those persons and organizations that render services to the Trust
and from whom the Committee receives information or reports and
(2) the accuracy and completeness (both at the time of
presentation and on a continuing basis, as appropriate) of the
information and reports provided to the Committee by such persons
or organizations. Nothing in this Charter is intended to impose, or
should be interpreted as imposing, on any member of the Committee
any additional duties or responsibilities over and above those
placed on the member in his or her capacity as a Trustee of a Fund,
under federal and state law.
B-4
Appendix A
Procedures for Shareholders to Submit Nominee
Candidates for PIMCO Managed Accounts Trust and PIMCO Sponsored
Interval Funds
A shareholder of a Fund must follow the following procedures in
order to submit properly a nominee recommendation for the
Committee’s consideration.
1. |
The shareholder must submit any such recommendation (a
“Shareholder Recommendation”) in writing to a Fund, to the
attention of the Secretary, at the address of the principal
executive offices of the Fund. Once each quarter, if any
Shareholder Recommendations have been received by the Secretary
during the quarter, the Secretary will inform the Committee of the
new Shareholder Recommendations. Because the Fund does not hold
annual or other regular meetings of shareholders for the purpose of
electing Trustees, the Committee will accept Shareholder
Recommendations on a continuous basis.
|
2. |
All Shareholder Recommendations properly submitted to
a Fund will be held by the Secretary until such time as
(i) the Committee convenes to consider candidates to fill
Board vacancies or newly created Board positions (a “Trustee
Consideration Meeting”) or (ii) the Committee instructs the
Secretary to discard a Shareholder Recommendation following a
Trustee Consideration Meeting or an Interim Evaluation (as defined
below).
|
3. |
At a Trustee Consideration Meeting, the Committee will
consider each Shareholder Recommendation then held by the
Secretary. Following a Trustee Consideration Meeting, the Committee
may instruct the Secretary to discard any or all of the Shareholder
Recommendations currently held by the Secretary.
|
4. |
The Committee may, in its discretion and at any time,
convene to conduct an evaluation of validly submitted Shareholder
Recommendations (each such meeting, an “Interim Evaluation”) for
the purpose of determining which Shareholder Recommendations will
be considered at the next Trustee Consideration Meeting. Following
an Interim Evaluation, the Committee may instruct the Secretary to
discard any or all of the Shareholder Recommendations currently
held by the Secretary.
|
5. |
The Shareholder Recommendation must include:
(i) a statement in writing setting forth (A) the name,
date of birth, business address, residence address and nationality
of the person recommended by the shareholder (the “candidate”); (B)
the number of shares of (and class, if any) of the Fund(s) owned of
record or beneficially by the candidate, as reported to such
shareholder by the candidate; (C) any other information
regarding the candidate called for with respect to director
nominees by paragraphs (a), (d),
|
B-5
|
(e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), adopted by the Securities and
Exchange Commission (or the corresponding provisions of any
regulation or rule subsequently adopted by the Securities and
Exchange Commission or any successor agency applicable to the
Trust); (D) any other information regarding the candidate that
would be required to be disclosed if the candidate were a nominee
in a proxy statement or other filing required to be made in
connection with the election of Trustees or directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (E) whether the recommending
shareholder believes that the candidate is or will be an
“interested person” of the Fund (as defined in the Investment
Company Act of 1940, as amended) and, if not an “interested
person,” information regarding the candidate that will be
sufficient for the Fund to make such determination; (ii) the
written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected; (iii) the
recommending shareholder’s name as it appears on the Fund’s books;
(iv) the number of shares of (and class, if any) of the
Fund(s) owned beneficially and of record by the recommending
shareholder; and (v) a description of all arrangements or
understandings between the recommending shareholder and the
candidate and any other person or persons (including their names)
pursuant to which the recommendation is being made by the
recommending shareholder. In addition, the Committee may require
the candidate to furnish such other information as it may
reasonably require or deem necessary to determine the eligibility
of such candidate to serve on the Board or to satisfy applicable
law. |
B-6
Appendix B
Procedures for Shareholders to Submit Nominee
Candidates for
the PIMCO Sponsored Closed-End
Funds
A Fund shareholder must follow the following procedures in order to
properly submit a nominee recommendation for the Committee’s
consideration.
1. |
The shareholder/stockholder must submit any such
recommendation (a “Shareholder Recommendation”) in writing to a
Fund, to the attention of the Secretary, at the address of the
principal executive offices of the Fund.
|
2. |
The Shareholder Recommendation must be delivered to or
mailed and received at the principal executive offices of a Fund
not less than forty-five (45) calendar days nor more than
seventy-five (75) calendar days prior to the date of the Board
or shareholder meeting at which the nominee would be elected.
|
3. |
The Shareholder Recommendation must include:
(i) a statement in writing setting forth (A) the name,
age, date of birth, business address, residence address and
nationality of the person recommended by the shareholder (the
“candidate”); (B) the class and number of all shares of the Fund
owned of record or beneficially by the candidate, as reported to
such shareholder by the candidate; (C) any other information
regarding the candidate called for with respect to director
nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), adopted by the Securities and
Exchange Commission (or the corresponding provisions of any
regulation or rule subsequently adopted by the Securities and
Exchange Commission or any successor agency applicable to the
Fund); (D) any other information regarding the candidate that would
be required to be disclosed if the candidate were a nominee in a
proxy statement or other filing required to be made in connection
with solicitation of proxies for election of Directors/Trustees or
directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder; and (E) whether
the recommending shareholder believes that the candidate is or will
be an “interested person” of the Fund (as defined in the Investment
Company Act of 1940, as amended) and, if not an “interested
person,” information regarding the candidate that will be
sufficient for the Fund to make such determination; (ii) the
written and signed consent of the candidate to be named as a
nominee and to serve as a Director/Trustee if elected;
(iii) the recommending shareholder’s name as it appears on the
Fund’s books; (iv) the class and number of all shares of the
Fund owned beneficially and of record by the recommending
shareholder; and (v) a description of all
|
B-7
|
arrangements or understandings
between the recommending shareholder and the candidate and any
other person or persons (including their names) pursuant to which
the recommendation is being made by the recommending shareholder.
In addition, the Committee may require the candidate to furnish
such other information as it may reasonably require or deem
necessary to determine the eligibility of such candidate to serve
on the Board. |
B-8
Exhibit C to Proxy Statement
Report of Audit Oversight Committees
of the Boards of Trustees of
PIMCO California Municipal Income Fund (PCQ)
PIMCO Municipal Income Fund (PMF)
PIMCO New York Municipal Income Fund (PNF)
PIMCO California Municipal Income Fund II (PCK)
PIMCO Municipal Income Fund II (PML)
PIMCO New York Municipal Income Fund II (PNI)
PIMCO California Municipal Income Fund III (PZC)
PIMCO Municipal Income Fund III (PMX)
PIMCO New York Municipal Income Fund III (PYN)
(each, a “Fund” and, collectively, the “Funds”)
Dated February 23, 2022
The Audit Oversight Committees (collectively, the “Committee”)
oversee the Funds’ financial reporting process on behalf of the
Board of Trustees of each Fund (collectively, the “Board”) and
operate under a written Charter adopted by the Board. The Committee
meets with each Fund’s management (“Management”) and independent
registered public accounting firm and reports the results of its
activities to the Board. Management has the primary responsibility
for the financial statements and the reporting process, including
the system of internal controls. In connection with the Committee’s
and independent accountant’s responsibilities, Management has
advised that the Funds’ financial statements for the fiscal year
ended December 31, 2021 were prepared in conformity with the
generally accepted accounting principles.
The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP (“PwC”), the Funds’ independent
registered public accounting firm, the audited financial statements
for the fiscal year ended December 31, 2021. The Committee has
discussed with PwC the matters required to be discussed by
Statements on Auditing Standard No. 61 (SAS 61). SAS 61
requires the independent registered public accounting firm to
communicate to the Committee matters including, if applicable: 1)
methods used to account for significant unusual transactions; 2)
the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance
or consensus; 3) the process used by Management in formulating
particularly sensitive accounting estimates and the basis for the
auditor’s conclusions regarding the reasonableness of those
estimates; and 4) disagreements with Management over the
application of accounting principles and certain other matters.
C-1
With respect to each Fund, the Committee has received the written
disclosure and the letter from PwC required by Rule 3526 of the
Public Company Accounting Oversight Board (requiring registered
public accounting firms to make written disclosure to and discuss
with the Committee various matters relating to the auditor’s
independence) and has discussed with PwC their independence. The
Committee has also reviewed the aggregate fees billed by PwC for
professional services rendered to, or on behalf of, each Fund and,
to the extent applicable with respect to each Fund’s reporting
period, for non-audit
services provided to Pacific Investment Management Company LLC
(“PIMCO”), the Funds’ investment manager, and any entity
controlling, controlled by or under common control with PIMCO that
provided services to each Fund during its reporting period. As part
of this review, the Committee considered, in addition to other
practices and requirements relating to selection of the Funds’
independent registered public accounting firm, whether the
provision of such non-audit
services was compatible with maintaining the independence of
PwC.
Based on the foregoing review and discussions, the Committee
presents this Report to the Board and recommends that (1) the
audited financial statements for the fiscal year ended
December 31, 2021 be included in the Funds’ Annual Report to
shareholders for such fiscal year, (2) such Annual Report be
filed with the Securities and Exchange Commission and the New York
Stock Exchange, and (3) PwC be reappointed as the Funds’
independent registered public accounting firm for the fiscal year
ending December 31, 2022.
Submitted by the Audit Oversight Committee of the Board of
Trustees:
Sarah E. Cogan
Deborah A. DeCotis,
Joseph B. Kittredge, Jr.,
William B. Ogden, IV and
Alan Rappaport
E. Grace Vandecruze
C-2
CEF_PROXY_121622

PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO CALIFORNIA MUNICIPAL
INCOME FUND II – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE
SIDE PROXY VOTING OPTIONS 1. MAIL your signed and voted proxy back
in the postage paid envelope provided 2. ONLINE at
vote.proxyonline.com using your proxy voting number found below 3.
PHONE dial toll-free (888) 227-9349 to reach an automated
touchtone voting line 4. LIVE with a live operator when you call
toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m.
Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of common shares of PIMCO California Municipal
Income Fund II, a Massachusetts business trust (the “Fund”), hereby
appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the
undersigned to: (i) attend the Annual Meeting of Shareholders
of the Fund (the “Annual Meeting”) to be held at the offices of
Pacific Investment Management Company LLC, 650 Newport Center
Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned as if personally present at
such Annual Meeting. The undersigned acknowledges receipt of the
Notice of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior
proxy given with respect to the Annual Meeting, and ratifies and
confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion
of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for
PIMCO California Municipal Income Fund II are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO CALIFORNIA MUNICIPAL INCOME FUND II –
COMMON SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her title.
PROXY CARD SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF
HELD JOINTLY) DATE TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK.
Example: FOR WITHHOLD PROPOSAL A. Election of Trustees — The Board
of Trustees urges you to vote FOR the election of the Nominees. 1.
(01) Deborah DeCotis ( )
( ) (02) Kathleen McCartney
( ) ( ) 2. To vote
and otherwise represent the undersigned on any other business that
may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof, in the discretion of the proxy
holder(s). B. Non-Voting Items Change of Address — Please print new
address below. Comments — Please print your comments below. You can
vote on the internet, by telephone or by mail. Please see the
reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU
RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE
FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR
VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO CALIFORNIA MUNICIPAL
INCOME FUND – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS 1. MAIL your signed and voted proxy back in
the postage paid envelope provided 2. ONLINE at
vote.proxyonline.com using your proxy voting number found below 3.
PHONE dial toll-free (888) 227-9349 to reach an automated
touchtone voting line 4. LIVE with a live operator when you call
toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m.
Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of common shares of PIMCO California Municipal
Income Fund, a Massachusetts business trust (the “Fund”), hereby
appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the
undersigned to: (i) attend the Annual Meeting of Shareholders
of the Fund (the “Annual Meeting”) to be held at the offices of
Pacific Investment Management Company LLC, 650 Newport Center
Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned as if personally present at
such Annual Meeting. The undersigned acknowledges receipt of the
Notice of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior
proxy given with respect to the Annual Meeting, and ratifies and
confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion
of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for
PIMCO California Municipal Income Fund are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO CALIFORNIA MUNICIPAL INCOME FUND –
COMMON SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her title.
PROXY CARD SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF
HELD JOINTLY) DATE TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK.
Example: FOR WITHHOLD PROPOSAL A. Election of Trustees — The Board
of Trustees urges you to vote FOR the election of the Nominees. 1.
(01) Deborah DeCotis (02) Kathleen McCartney 2. To vote
and otherwise represent the undersigned on any other business that
may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof, in the discretion of the proxy
holder(s). B. Non-Voting Items Change of Address — Please print new
address below. Comments — Please print your comments below. You can
vote on the internet, by telephone or by mail. Please see the
reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU
RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE
FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR
VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO MUNICIPAL INCOME FUND
– COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY
VOTING OPTIONS 1. MAIL your signed and voted proxy back in the
postage paid envelope provided 2. ONLINE at vote.proxyonline.com
using your proxy voting number found below 3. PHONE dial toll-free
(888) 227-9349 to reach an automated touchtone voting line 4.
LIVE with a live operator when you call toll-free 1-866-796-7180
Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON DECEMBER 16, 2022 The undersigned holder of common shares
of PIMCO Municipal Income Fund, a Massachusetts business trust (the
“Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of
them, each with full power of substitution, as the proxy or proxies
for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16,
2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned as if personally present at
such Annual Meeting. The undersigned acknowledges receipt of the
Notice of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior
proxy given with respect to the Annual Meeting, and ratifies and
confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion
of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for
PIMCO Municipal Income Fund are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO MUNICIPAL INCOME FUND – COMMON SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign
this proxy card exactly as your name(s) appear(s) on the proxy
card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer
who should state his or her title. PROXY CARD SIGNATURE (AND TITLE
IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE TO VOTE, MARK
ONE CIRCLE IN BLUE OR BLACK INK. Example: FOR WITHHOLD PROPOSAL A.
Election of Trustees — The Board of Trustees urges you to vote FOR
the election of the Nominees. 1. (01) Deborah DeCotis (02) Kathleen
McCartney 2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s). B. Non-Voting Items Change of Address — Please
print new address below. Comments — Please print your comments
below. You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions. PLEASE VOTE ALL YOUR
BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE
INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE
MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED. THANK YOU FOR VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE]
[CUSIP HERE]

PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU ASA FUND SHAREHOLDER.
PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR
PROXY VOTE TODAY! PROXY CARD PIMCO MUNICIPAL INCOME FUND II –
COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING
OPTIONS 1. MAIL your signed and voted proxy back in the postage
paid envelope provided 2. ONLINE at vote.proxyonline.com using your
proxy voting number found below 3. PHONE dial toll-free
(888) 227-9349 to reach an automated touchtone voting line 4.
LIVE with a live operator when you call toll-free 1-866-796-7180
Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON DECEMBER 16, 2022 The undersigned holder of common shares
of PIMCO Municipal Income Fund II, a Massachusetts business trust
(the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or
any of them, each with full power of substitution, as the proxy or
proxies for the undersigned to: (i) attend the Annual Meeting
of Shareholders of the Fund (the “Annual Meeting”) to be held at
the offices of Pacific Investment Management Company LLC, 650
Newport Center Drive, Newport Beach, California 92660, on
December 16, 2022 beginning at 8:00 A.M. Pacific Time, and any
adjournment(s) or postponement(s) thereof; and (ii) cast on
behalf of the undersigned all votes that the undersigned is
entitled to cast at the Annual Meeting and otherwise to represent
the undersigned with all powers possessed by the undersigned as if
personally present at such Annual Meeting. The undersigned
acknowledges receipt of the Notice of the Annual Meeting and
accompanying Proxy Statement dated November 3, 2022. The
undersigned hereby revokes any prior proxy given with respect to
the Annual Meeting, and ratifies and confirms all that the proxies,
or any one of them, may lawfully do. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY
RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS
PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED
WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS
PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL
INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. Please refer to
the Proxy Statement for a discussion of the proposal. PLEASE VOTE,
DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022. The Proxy Statement
and the Annual Report to Shareholders for the fiscal year ended
December 31, 2021 for PIMCO Municipal Income Fund II are also
available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO MUNICIPAL INCOME FUND II – COMMON
SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign this proxy card exactly as your name(s) appear(s) on
the proxy card. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they
sign, and where more than one name appears, a majority must sign.
If a corporation, the signature should be that of an authorized
officer who should state his or her title. PROXY CARD SIGNATURE
(AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE TO
VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: FOR WITHHOLD
PROPOSAL A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees. 1. (01) Deborah DeCotis
(02) Kathleen McCartney 2. To vote and otherwise represent the
undersigned on any other business that may properly come before the
Annual Meeting or any adjournment(s) or postponement(s) thereof, in
the discretion of the proxy holder(s). B. Non-Voting Items Change
of Address — Please print new address below. Comments — Please
print your comments below. You can vote on the internet, by
telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT
DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE
ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. THANK YOU FOR VOTING [PROXY ID NUMBER HERE]
[BAR CODE HERE] [CUSIP HERE]

PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO NEW YORK MUNICIPAL
INCOME FUND – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS 1. MAIL your signed and voted proxy back in
the postage paid envelope provided 2. ONLINE at
vote.proxyonline.com using your proxy voting number found below 3.
PHONE dial toll-free (888) 227-9349 to reach an automated
touchtone voting line 4. LIVE with a live operator when you call
toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m.
Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of common shares of PIMCO New York Municipal
Income Fund, a Massachusetts business trust (the “Fund”), hereby
appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the
undersigned to: (i) attend the Annual Meeting of Shareholders
of the Fund (the “Annual Meeting”) to be held at the offices of
Pacific Investment Management Company LLC, 650 Newport Center
Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned as if personally present at
such Annual Meeting. The undersigned acknowledges receipt of the
Notice of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior
proxy given with respect to the Annual Meeting, and ratifies and
confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion
of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for
PIMCO New York Municipal Income Fund are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO NEW YORK MUNICIPAL INCOME FUND – COMMON
SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
Please sign this proxy card exactly as your name(s) appear(s) on
the proxy card. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they
sign, and where more than one name appears, a majority must sign.
If a corporation, the signature should be that of an authorized
officer who should state his or her title. PROXY CARD SIGNATURE
(AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE TO
VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: FOR WITHHOLD
PROPOSAL A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees. 1. (01) Deborah DeCotis
(02) Kathleen McCartney 2. To vote and otherwise represent the
undersigned on any other business that may properly come before the
Annual Meeting or any adjournment(s) or postponement(s) thereof, in
the discretion of the proxy holder(s). B. Non-Voting Items Change
of Address — Please print new address below. Comments — Please
print your comments below. You can vote on the internet, by
telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT
DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE
ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. THANK YOU FOR VOTING [PROXY ID NUMBER HERE]
[BAR CODE HERE] [CUSIP HERE]

PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR
CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU ASA FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO NEW YORK MUNICIPAL
INCOME FUND II – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE
SIDE PROXY VOTING OPTIONS 1. MAIL your signed and voted proxy back
in the postage paid envelope provided 2. ONLINE at
vote.proxyonline.com using your proxy voting number found below 3.
PHONE dial toll-free (888) 227-9349 to reach an automated
touchtone voting line 4. LIVE with a live operator when you
calltoll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10
p.m. Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of common shares of PIMCO New York Municipal
Income Fund II, a Massachusetts business trust (the “Fund”), hereby
appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the
undersigned to: (i) attend the Annual Meeting of Shareholders
of the Fund (the “Annual Meeting”) to be held at the offices of
Pacific Investment Management Company LLC, 650 Newport Center
Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned as if personally present at
such Annual Meeting. The undersigned acknowledges receipt of the
Notice of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior
proxy given with respect to the Annual Meeting, and ratifies and
confirms all that the proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion
of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for
PIMCO New York Municipal Income Fund II are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO NEW YORK MUNICIPAL INCOME FUND II –
COMMON SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her title.
PROXY CARD SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF
HELD JOINTLY) DATE TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK.
Example: FOR WITHHOLD PROPOSAL A. Election of Trustees — The Board
of Trustees urges you to vote FOR the election of the Nominees. 1.
(01) Deborah DeCotis (02) Kathleen McCartney 2. To vote and
otherwise represent the undersigned on any other business that may
properly come before the Annual Meeting or any adjournment(s) or
postponement(s) thereof, in the discretion of the proxy holder(s).
B. Non-Voting ItemsChange of Address — Please print new address
below. Comments — Please print your comments below. You can vote on
the internet, by telephone or by mail. Please see the reverse side
for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE
THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER
TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD
IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING [PROXY ID
NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PROXY CARD PIMCO NEW YORK MUNICIPAL INCOME
FUND III – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS YOUR VOTE IS IMPORTANT NO MATTER
HOW
MANY SHARES YOU OWN. THE MATTERS WE 1. MAIL your signed
and voted proxy back in ARE SUBMITTING FOR YOUR CONSIDERATION the
postage paid envelope provided ARE SIGNIFICANT TO THE FUND AND TO
YOU AS
A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST 2. ONLINE at vote.proxyonline.com using
YOUR PROXY VOTE TODAY! your proxy voting number found below 3.
PHONE dial toll-free (888) 227-9349 to reach an automated touchtone
voting line 4. LIVE with a live operator when you call toll-free
1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The undersigned holder
of common shares of PIMCO New York Municipal Income Fund III, a
Massachusetts business trust (the “Fund”), hereby appoints Ryan G.
Leshaw and Wu-Kwan Kit, or any of them, each with full power of
substitution, as the proxy or proxies for the undersigned to: (i)
attend the Annual Meeting of Shareholders of the Fund (the “Annual
Meeting”) to be held at the offices of Pacific Investment
Management Company LLC, 650 Newport Center Drive, Newport Beach,
California 92660, on December 16, 2022 beginning at 8:00 A.M.
Pacific Time, and any adjournment(s) or postponement(s) thereof;
and (ii) cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise
to represent the undersigned with all powers possessed by the
undersigned as if personally present at such Annual Meeting. The
undersigned acknowledges receipt of the Notice of the Annual
Meeting and accompanying Proxy Statement dated November 3, 2022.
The undersigned hereby revokes any prior proxy given with respect
to the Annual Meeting, and ratifies and confirms all that the
proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES
ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER
DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE
DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY
STATEMENT, SUCH VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH
PROPOSAL.
Please refer to the Proxy Statement for a discussion of
the proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual
Report to Shareholders for the fiscal year ended December 31, 2021
for PIMCO New York Municipal Income Fund III are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO NEW YORK MUNICIPAL INCOME FUND III –
COMMON SHARES
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees SIGNATURE (AND TITLE IF APPLICABLE) DATE and
other fiduciaries should indicate the capacity in which they sign,
and where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer
who should state his or her title. SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1.
(01) David Fisher O O
(02) Kathleen McCartney O O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PROXY CARD PIMCO MUNICIPAL INCOME FUND III –
COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING
OPTIONS YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
THE MATTERS WE your signed and voted proxy back 1. MAIL in ARE
SUBMITTING FOR YOUR CONSIDERATION the postage paid envelope
provided ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST 2. ONLINE at vote.proxyonline.com using YOUR PROXY VOTE TODAY!
your proxy voting number found below 3. PHONE dial toll-free (888)
227-9349 to reach an automated touchtone voting line 4. LIVE with a
live operator when you call toll-free 1-866-796-7180 Monday through
Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER PROXY IN
CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022 The undersigned holder of common shares of PIMCO
Municipal Income Fund III, a Massachusetts business trust (the
“Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of
them, each with full power of substitution, as the proxy or proxies
for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully do. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF
THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE
SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED
TO BE
CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the
proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual
Report to Shareholders for the fiscal year ended December 31, 2021
for PIMCO Municipal Income Fund III are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO MUNICIPAL INCOME FUND III – COMMON
SHARES PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees SIGNATURE (AND TITLE IF APPLICABLE) DATE and
other fiduciaries should indicate the capacity in which they sign,
and where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer
who should state his or her title. SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1.
(01) Alan Rappaport O O (02) Kathleen McCartney
O
O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PROXY CARD PIMCO CALIFORNIA MUNICIPAL INCOME
FUND III – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. THE MATTERS WE your signed and voted proxy back 1.
MAIL in ARE SUBMITTING FOR YOUR CONSIDERATION the postage paid
envelope provided ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST 2. ONLINE at vote.proxyonline.com using YOUR PROXY VOTE TODAY!
your proxy voting number found below 3. PHONE dial toll-free (888)
227-9349 to reach an automated touchtone voting line 4. LIVE with a
live operator when you call toll-free 1-866-796-7180 Monday through
Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER PROXY IN
CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022 The undersigned holder of common shares of PIMCO
California Municipal Income Fund III, a Massachusetts business
trust (the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit,
or any of them, each with full power of substitution, as the proxy
or proxies for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully do. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF
THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE
SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED
TO BE
CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the
proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual
Report to Shareholders for the fiscal year ended December 31, 2021
for PIMCO California Municipal Income Fund III are also available
at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO CALIFORNIA MUNICIPAL INCOME FUND III –
COMMON SHARES
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees SIGNATURE (AND TITLE IF APPLICABLE) DATE and
other fiduciaries should indicate the capacity in which they sign,
and where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer
who should state his or her title. SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1. (01) Alan Rappaport O O
(02) Kathleen McCartney O O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PROXY CARD PIMCO CALIFORNIA MUNICIPAL INCOME
FUND II – PREFERRED SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. THE MATTERS WE . your signed and voted proxy back
1. MAIL in ARE SUBMITTING FOR YOUR CONSIDERATION the postage paid
envelope provided ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST 2. ONLINE at vote.proxyonline.com using
YOUR PROXY VOTE TODAY! your proxy voting number found
below 3. PHONE dial toll-free (888) 227-9349 to reach an automated
touchtone voting line 4. LIVE with a live operator when you call
toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m.
Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of preferred shares of PIMCO California
Municipal Income Fund II, a Massachusetts business trust (the
“Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of
them, each with full power of substitution, as the proxy or proxies
for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully
do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES
ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER
DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE
DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY
STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST “FOR” SUCH PROPOSAL. Please refer to the Proxy Statement
for a discussion of the proposal. PLEASE VOTE, DATE AND SIGN ON THE
REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON DECEMBER 16,
2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for PIMCO
California Municipal Income Fund II are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PIMCO CALIFORNIA MUNICIPAL INCOME FUND II –
PREFERRED SHARES
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees SIGNATURE (AND TITLE IF APPLICABLE) DATE and
other fiduciaries should indicate the capacity in which they sign,
and where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer
who should state his or her title. SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1. (01) Deborah DeCotis O O
(02) Kathleen McCartney
O O
(03) Sarah E. Cogan O O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PROXY CARD
PIMCO CALIFORNIA MUNICIPAL INCOME FUND – PREFERRED
SHARES
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. THE MATTERS WE your signed and voted
proxy back
1. MAIL in ARE SUBMITTING FOR YOUR CONSIDERATION the
postage paid envelope provided ARE SIGNIFICANT TO THE FUND AND TO
YOU AS
A FUND SHAREHOLDER. PLEASE TAKE THE TIME
TO READ THE PROXY STATEMENT AND CAST 2. ONLINE at
vote.proxyonline.com using
YOUR PROXY VOTE TODAY! your proxy voting number found
below
3. PHONE dial toll-free (888) 227-9349 to reach an
automated touchtone voting line
4. LIVE with a live operator when you call toll-free
1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern
time
CONTROL NUMBER
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022
The undersigned holder of preferred shares of PIMCO
California Municipal Income Fund, a Massachusetts business trust
(the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or
any of them, each with full power of substitution, as the proxy or
proxies for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment
Management Company LLC, 650 Newport Center Drive, Newport
Beach, California 92660, on December 16, 2022 beginning at 8:00
A.M. Pacific Time, and any adjournment(s) or postponement(s)
thereof; and (ii) cast on behalf of the undersigned all votes that
the undersigned is entitled to cast at the Annual Meeting and
otherwise to represent the undersigned with all powers possessed by
the undersigned as if personally present at such Annual Meeting.
The undersigned acknowledges receipt of the Notice of the Annual
Meeting and accompanying Proxy Statement dated November 3, 2022.
The undersigned hereby revokes any prior proxy given with respect
to the Annual Meeting, and ratifies and confirms all that the
proxies, or any one of them, may lawfully do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH
PROPOSAL.
Please refer to the Proxy Statement for a discussion of
the proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual
Report to Shareholders for the fiscal year ended December 31, 2021
for PIMCO California Municipal Income Fund are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO CALIFORNIA MUNICIPAL INCOME FUND –
PREFERRED SHARES PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees SIGNATURE (AND TITLE IF APPLICABLE) DATE and
other fiduciaries should indicate the capacity in which they sign,
and where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer
who should state his or her title. SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1.
(01) Deborah DeCotis O O (02) Kathleen
McCartney
O O
(03) Sarah E. Cogan O O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO PROXY CARD PIMCO MUNICIPAL INCOME FUND
– PREFERRED SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR
VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE
ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND
AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! PROXY VOTING
OPTIONS 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
2. ONLINE at vote.proxyonline.com using your proxy voting
number found below 3. PHONE dial toll-free (888) 227-9349 to reach
an automated touchtone voting line 4. LIVE with a live operator
when you call toll-free 1-866-796-7180 Monday through Friday 9 a.m.
to 10 p.m. Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of preferred shares of PIMCO Municipal Income
Fund, a Massachusetts business trust (the “Fund”), hereby appoints
Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with full
power of substitution, as the proxy or proxies for the undersigned
to: (i) attend the Annual Meeting of Shareholders of the Fund (the
“Annual Meeting”) to be held at the offices of Pacific Investment
Management Company LLC, 650 Newport Center Drive, Newport Beach,
California 92660, on December 16, 2022 beginning at 8:00 A.M.
Pacific Time, and any adjournment(s) or postponement(s) thereof;
and (ii) cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise
to represent the undersigned with all powers possessed by the
undersigned as if personally present at such Annual Meeting. The
undersigned acknowledges receipt of the Notice of the Annual
Meeting and accompanying Proxy Statement dated November 3, 2022.
The undersigned hereby revokes any prior proxy given with respect
to the Annual Meeting, and ratifies and confirms all that the
proxies, or any one of them, may lawfully do. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of
the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for PIMCO
Municipal Income Fund are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO MUNICIPAL INCOME FUND – PREFERRED
SHARES
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her
title.
SIGNATURE (AND TITLE IF APPLICABLE) DATE
SIGNATURE (IF HELD JOINTLY) DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.’
1. (01) Deborah DeCotis
(02) Kathleen McCartney
(03) Sarah E. Cogan
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address
below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO PROXY CARD PIMCO MUNICIPAL INCOME FUND
II – PREFERRED SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR
VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE
ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND
AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! PROXY VOTING
OPTIONS 1. MAIL your signed and voted proxy back in the postage
paid envelope provided
2. ONLINE at vote.proxyonline.com using your proxy voting
number found below 3. PHONE dial toll-free (888) 227-9349 to reach
an automated touchtone voting line 4. LIVE with a live operator
when you call toll-free 1-866-796-7180 Monday through Friday 9 a.m.
to 10 p.m. Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of preferred shares of PIMCO Municipal Income
Fund II, a Massachusetts business trust (the “Fund”), hereby
appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with
full power of substitution, as the proxy or proxies for the
undersigned to: (i) attend the Annual Meeting of Shareholders of
the Fund (the “Annual Meeting”) to be held at the offices of
Pacific Investment Management Company LLC, 650 Newport Center
Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully do. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion
of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for PIMCO
Municipal Income Fund II are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

proxy card
PIMCO MUNICIPAL INCOME FUND II – PREFERRED
SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her
title.
SIGNATURE (AND TITLE IF APPLICABLE) DATE
SIGNATURE (IF HELD JOINTLY) DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1. (01) Deborah DeCotis
(02) Kathleen McCartney
(03) Sarah E. Cogan
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address
below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO PROXY CARD PIMCO NEW YORK MUNICIPAL
INCOME FUND – PREFERRED SHARES
SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR VOTE IS
IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE
SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND
TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! PROXY VOTING
OPTIONS 1. MAIL your signed and voted proxy back in the postage
paid envelope provided 2. ONLINE at vote.proxyonline.com using your
proxy voting number found below 3. PHONE dial toll-free (888)
227-9349 to reach an automated touchtone voting line 4. LIVE with a
live operator when you call toll-free 1-866-796-7180 Monday through
Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER PROXY IN
CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022 The undersigned holder of preferred shares of
PIMCO New York Municipal Income Fund, a Massachusetts business
trust (the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit,
or any of them, each with full power of substitution, as the proxy
or proxies for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16,
2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully do. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF
THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE
SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED
TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the
proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022.
The Proxy Statement and the Annual Report to Shareholders for the
fiscal year ended December 31, 2021 for PIMCO New York Municipal
Income Fund are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]

PROXY CARD
PIMCO NEW YORK MUNICIPAL INCOME FUND – PREFERRED
SHARES
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her
title.
SIGNATURE (AND TITLE IF APPLICABLE) DATE
SIGNATURE (IF HELD JOINTLY) DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
●
FOR WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1. (01) Deborah DeCotis
(02) Kathleen McCartney
(03) Sarah E. Cogan
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address
below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]

PIMCO PROXY CARD PIMCO NEW YORK MUNICIPAL
INCOME FUND II – PREFERRED SHARES SIGN, DATE AND VOTE ON THE
REVERSE SIDE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE
TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE
TODAY! PROXY VOTING OPTIONS
1. MAIL your signed and voted proxy back in the postage
paid envelope provided
2. ONLINE at vote.proxyonline.com using your proxy voting
number found below
3. PHONE dial toll-free (888) 227-9349 to reach an
automated touchtone voting line
4. LIVE with a live operator when you call toll-free
1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern
time
CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 2022
The undersigned holder of preferred shares of PIMCO New
York Municipal Income Fund II, a Massachusetts business trust (the
“Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of
them, each with full power of substitution, as the proxy or proxies
for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16,
2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully do. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF
THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE
SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED
TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the
proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022.
The Proxy Statement and the Annual Report to Shareholders for the
fiscal year ended December 31, 2021 for PIMCO New York Municipal
Income Fund II are also available
at https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE]
[BAR CODE HERE] [CUSIP HERE]

PIMCO NEW YORK MUNICIPAL INCOME FUND II –
PREFERRED SHARES
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her
title.
SIGNATURE (AND TITLE IF APPLICABLE)
DATE
SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK.
Example:
FOR
WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1. (01) Deborah DeCotis O O
(02) Kathleen McCartney O O
(03) Sarah E. Cogan O O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address
below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE]
[BAR CODE HERE]
[CUSIP HERE]

PIMCO
PROXY CARD
PIMCO NEW YORK MUNICIPAL INCOME FUND III – PREFERRED
SHARES
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE
SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE
TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE
TODAY!
PROXY VOTING OPTIONS
1. MAIL your signed and voted proxy back in the postage
paid envelope provided
2. ONLINE at vote.proxyonline.com using your proxy voting
number found below
3. PHONE dial toll-free (888) 227-9349 to reach an
automated touchtone voting line
4. LIVE with a live operator when you call toll-free
1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern
time
CONTROL NUMBER
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 2022
The undersigned holder of preferred shares of PIMCO New
York Municipal Income Fund III, a Massachusetts business trust (the
“Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of
them, each with full power of substitution, as the proxy or proxies
for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16,
2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully
do.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO
BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS
MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR”
SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of
the proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for PIMCO
New York Municipal Income Fund III are also available
at https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
[PROXY ID NUMBER HERE]
[BAR CODE HERE]
[CUSIP HERE]

PIMCO NEW YORK MUNICIPAL INCOME FUND III –
PREFERRED SHARES
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED.
Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her
title.
SIGNATURE (AND TITLE IF APPLICABLE)
DATE
SIGNATURE (IF HELD JOINTLY)
DATE
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK.
Example:
FOR
WITHHOLD
PROPOSAL
A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees.
1. (01) David Fisher O O
(02) Kathleen McCartney O O
(03) Sarah E. Cogan O O
2. To vote and otherwise represent the undersigned on any
other business that may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s).
B. Non-Voting Items
Change of Address — Please print new address
below.
Comments — Please print your comments below.
You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN
ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE]
[BAR CODE HERE]
[CUSIP HERE]

[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE] PIMCO MUNICIPAL INCOME FUND III – PREFERRED SHARES PROXY IN
CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 16, 2022 The undersigned holder of preferred shares of
PIMCO Municipal Income Fund III, a Massachusetts business trust
(the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or
any of them, each with full power of substitution, as the proxy or
proxies for the undersigned to: (i) attend the Annual Meeting of
Shareholders of the Fund (the “Annual Meeting”) to be held at the
offices of Pacific Investment Management Company LLC, 650 Newport
Center Drive, Newport Beach, California 92660, on December 16, 2022
beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or
postponement(s) thereof; and (ii) cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned as if personally present at such
Annual Meeting. The undersigned acknowledges receipt of the Notice
of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy
given with respect to the Annual Meeting, and ratifies and confirms
all that the proxies, or any one of them, may lawfully do. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF
THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE
SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED
TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the
proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022.
The Proxy Statement and the Annual Report to Shareholders for the
fiscal year ended December 31, 2021 for PIMCO Municipal Income Fund
III are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
1. MAIL your signed and voted proxy back in the postage paid
envelope provided 2. ONLINE at vote.proxyonline.com using your
proxy voting number found below 3. PHONE dial toll-free (888)
227-9349 to reach an automated touchtone voting line 4. LIVE with a
live operator when you call toll-free 1-866-796-7180 Monday through
Friday 9 a.m. to 10 p.m. Eastern time PROXY VOTING OPTIONS CONTROL
NUMBER SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY CARD YOUR VOTE
IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE
SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND
TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE] PIMCO MUNICIPAL INCOME FUND III – PREFERRED SHARES TO VOTE,
MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ● FO R WITHH OLD A.
Election of Trustees — The Board of Trustees urges you to vote FOR
the election of the Nominees. 1. (01) Alan Rappaport O O (02)
Kathleen McCartney O O (03) Joseph B. Kittredge, Jr. O O 2. To vote
and otherwise represent the undersigned on any other business that
may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof, in the discretion of the proxy
holder(s). B. Non-Voting Items Change of Address — Please print new
address below. Comments — Please print your comments below. You can
vote on the internet, by telephone or by mail. Please see the
reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU
RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE
FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR
VOTING PROPOSAL YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. Please sign this proxy card exactly as your name(s)
appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her title.
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE PROXY CARD

[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE] PIMCO CALIFORNIA MUNICIPAL INCOME FUND III – PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON DECEMBER 16, 2022 The undersigned holder of preferred
shares of PIMCO California Municipal Income Fund III, a
Massachusetts business trust (the “Fund”), hereby appoints Ryan G.
Leshaw and Wu-Kwan Kit, or any of them, each with full power of
substitution, as the proxy or proxies for the undersigned to: (i)
attend the Annual Meeting of Shareholders of the Fund (the “Annual
Meeting”) to be held at the offices of Pacific Investment
Management Company LLC, 650 Newport Center Drive, Newport Beach,
California 92660, on December 16, 2022 beginning at 8:00 A.M.
Pacific Time, and any adjournment(s) or postponement(s) thereof;
and (ii) cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise
to represent the undersigned with all powers possessed by the
undersigned as if personally present at such Annual Meeting. The
undersigned acknowledges receipt of the Notice of the Annual
Meeting and accompanying Proxy Statement dated November 3, 2022.
The undersigned hereby revokes any prior proxy given with respect
to the Annual Meeting, and ratifies and confirms all that the
proxies, or any one of them, may lawfully do. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND, WHICH
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS
PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE
HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S)
ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS
PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A
PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. Please
refer to the Proxy Statement for a discussion of the proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022. The Proxy
Statement and the Annual Report to Shareholders for the fiscal year
ended December 31, 2021 for PIMCO California Municipal Income Fund
III are also available at
https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf.
1. MAIL your signed and voted proxy back in the postage paid
envelope provided 2. ONLINE at vote.proxyonline.com using your
proxy voting number found below 3. PHONE dial toll-free (888)
227-9349 to reach an automated touchtone voting line 4. LIVE with a
live operator when you call toll-free 1-866-796-7180 Monday through
Friday 9 a.m. to 10 p.m. Eastern time PROXY VOTING OPTIONS CONTROL
NUMBER SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY CARD YOUR VOTE
IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE
SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND
TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE
PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE] PIMCO CALIFORNIA MUNICIPAL INCOME FUND III – PREFERRED SHARES
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: ● FO R
WITHH OLD A. Election of Trustees — The Board of Trustees urges you
to vote FOR the election of the Nominees. 1. (01) Alan Rappaport O
O (02) Kathleen McCartney O O (03) Joseph B. Kittredge, Jr. O O 2.
To vote and otherwise represent the undersigned on any other
business that may properly come before the Annual Meeting or any
adjournment(s) or postponement(s) thereof, in the discretion of the
proxy holder(s). B. Non-Voting Items Change of Address — Please
print new address below. Comments — Please print your comments
below. You can vote on the internet, by telephone or by mail.
Please see the reverse side for instructions. PLEASE VOTE ALL YOUR
BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE
INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE
MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED. THANK YOU FOR VOTING YOUR SIGNATURE IS REQUIRED FOR YOUR
VOTE TO BE COUNTED. Please sign this proxy card exactly as your
name(s) appear(s) on the proxy card. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be
that of an authorized officer who should state his or her title.
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE PROXY CARD PROPOSAL
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