SCHEDULE 14A

(Rule14a-101)

 

 

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.    )

 

 

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☐        Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☐        Definitive Joint Proxy Statement

☐        Definitive Additional Materials

☐        Soliciting Material Under Rule14a-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)


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Dear Shareholder:

The Boards of Trustees 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”) and PIMCO California Municipal Income Fund III (“PZC”) (each a “Fund” and, collectively, the “Funds”) are currently comprised of ten members, nine of whom were either previously elected at the nomination of the Board or appointed by the Board (the “Board-Nominated Trustees”). In addition, each Fund has one Trustee who was elected in December 2018 by the Fund’s preferred shareholders, voting as a separate class (a “preferred share Trustee”) at the nomination of Dryden Capital, LLC and a hedge fund it manages (together, “Dryden”). We hope for your support to elect orre-elect the incumbent Board-Nominated Trustees who have been nominated by the Board (the “Board Nominees”) of each Fund at its upcoming annual shareholder meeting.

Preferred Shareholders: At the upcoming annual shareholder meeting for the Funds, you will be asked to vote for there-election of each Fund’s incumbent Board Nominees. We have received notice that, at the upcoming annual meeting, Dryden intends to nominate anothernon-incumbent candidate for election as a preferred share Trustee of each Fund. The Trustees do not support the Dryden Nominee and urge you to vote in favor ofre-electing the incumbent preferred share Board Nominee, James A. Jacobson. We believe that the current Board-Nominated Trustees are experienced and highly qualified individuals who have worked well together as a Board and have a strong history of actively supporting the interests of the Funds and all of their shareholders.

The Funds’ Trustees (including preferred share Trustees) have a fiduciary duty to act in the best interests of the Fund, and in carrying out this duty, they must consider the interests of all shareholders, both common and preferred. This applies to all aspects of the Trustees’ oversight responsibilities, including, without limitation, their oversight of the Funds’ performance and use of leverage.

At each of the Funds’ regular quarterly meetings,the Trustees review and consider detailed reports from PIMCO regarding the Funds’ use of leverage, financing costs, and available alternatives to the Funds’ Auction Rate Preferred Shares (“ARPS”). In considering such alternatives, PIMCO and the Trustees consider PIMCO’s economic and interest rate outlook, market conditions, the rollover and refinancing risks inherent in alternative forms of leverage, the costs, terms, permanency, asset coverage requirements and covenants, as applicable, associated with the leverage alternatives available in the marketplace and the viability of conducting additional ARPS tender offers at an adequately discounted price. These factors may vary over time and the decision regarding the best form of financing for a Fund is a Fund-specific decision based on the particular dynamics of the Fund’s financing profile and other market factors.

In 2018, at PIMCO’s recommendation, each Fund offered all holders of ARPS, including Dryden, an opportunity to tender up to 100% of their ARPS at a price of 85% of the ARPS’ liquidation preference (i.e., “face value”) in a tender offer. In considering the interests of all shareholders, the Board determined that, at the time and under then-current market conditions, this price represented fair value for the ARPS and was in the best interests of the Funds and their shareholders. Although a substantial percentage of ARPS holders participated in the tender offers,Dryden was offered a 100% liquidity alternative for its ARPS and chose not to participate.

Prior to Dryden’s nomination of Mr. Buffington to stand for election as a preferred share Trustee at the Funds’ 2018 annual shareholder meeting, PIMCO and certain of the Funds’ Trustees met with and responded to various questions from Dryden to the extent possible without disclosing material,non-public information. PIMCO and those Trustees explained their views on the value of the permanency of the ARPS to the Funds as compared to available financing alternatives, and explained the Trustees’ fiduciary duty to consider the best interests of all shareholders (both common and preferred), including when considering the Funds’ use of leverage.

Following Mr. Buffington’s election last year,PIMCO and the Trustees have continued to closely monitor the Funds’ leverage and actively consider alternative primary forms of financing that are in the best interests of Funds and all of their shareholders (both common and preferred), and will continue to do so. In this regard, at each quarterly Board meeting, PIMCO continues to provide the Trustees with extensive materials and engage in robust discussions regarding the Funds’ use of


leverage, including, without limitation, PIMCO’s assessment of the relative costs of ARPS, VMTPS and other forms of leverage available to the Funds. PIMCO has continued to explain its views on the value of the ARPS to the Funds as compared to available financing alternatives.

In this regard, PIMCO has explained to the Trustees that recent declines in market interest rates since the 2018 tender offers have reduced the weekly dividends payable on theARPS and the Funds’ associated costs, such that the ARPS have, in PIMCO’s view, become an even more valuable source of leverage for the Funds in comparison to alternative forms of leverage available to the Funds, based on, among other considerations, current market conditions and PIMCO’s current interest rate outlook.

For these reasons, the Board-Nominated Trustees of the Funds urge you to vote in favor ofre-electing each Fund’s incumbent preferred share Board Nominee, James A. Jacobson. The Trustees of the Funds urge youNOT TO RETURN any proxy card sent by Dryden.

Common Shareholders: For common shareholders, the upcoming annual shareholder meeting for the Funds will be similar to previous meetings. As has been the case at previous meetings, you will be asked to vote, together with the preferred shareholders, on the Funds’ incumbent Board Nominees. You willnot be asked to vote for any Dryden nominee.

************

The current Trustees thank you for your support of the Funds’ incumbent Board Nominees in the past, and we hope for your continued support at the upcoming annual shareholder meeting. If you have any questions about the upcoming meeting, please call a shareholder service representative at 1-(866)406-2288.

Sincerely yours,

 

LOGO

Deborah A. DeCotis

Chair of the Boards


NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 201717, 2019

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”)

1633 Broadway

New York, New York 10019

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”), and 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 1633 Broadway, between West 50th and West 51st Streets, 42nd Floor, New York, New York 10019, on Tuesday, December 19, 2017,17, 2019, with the Meeting to be held at 10:3011:00 A.M., Eastern Time, for the following purposes, which are more fully described in the accompanying Proxy Statement:

 

 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

 

 2.

To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.


The Board of Trustees of each Fund has fixed the close of business on October 17, 201718, 2019 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.

 

By order of the Board of Trustees of each Fund

LOGO

Joshua D. Ratner

Wu-Kwan Kit

Secretary

New York, New York

October 23, 2017November 1, 2019

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”)

1633 Broadway

New York, New York 10019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 19, 201717, 2019

This Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 20162018 for PMF, PCQ, PNF, PML, PCK, PNI, PMX PZC and PYNPZC are also available at pimco.com/closedendfunds.

 

 

PROXY STATEMENT

October 23, 2017November [1], 2019

 

 

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 201717, 2019

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”), and 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

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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 LLC (“PIMCO” or the “Manager”), at 1633 Broadway, between West 50thand West 51st Streets, 42nd Floor, New York, New York 10019, on Monday,Tuesday, December 19, 2017,17, 2019, at 10:3011:00 A.M Eastern Time.

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 3, 2017.[12], 2019.

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, which include Auction Rate Preferred Shares (“ARPS”) and, for each Fund other than PNF, Variable Rate Municipal Term Preferred Shares (“VMTPS”), of each Fund (the “Preferred Shareholders” and, together with the Common Shareholders, the “Shareholders”). The Shareholders of each Fund are expected to consider and vote on similar matters. The Shareholders of each Fund will vote on whether to elect the applicable proposal set forth hereinBoards’ nominees for Trustees of the Funds (the “Board Nominees”) (the “Proposal”) and on any other matters that may properly be presentedarise 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.

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The Board of each Fund has fixed the close of business on October 17, 201718, 2019 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:

 

  

Outstanding

            Common Shares             

 

Outstanding

Preferred Shares

 
  Outstanding
Common
Shares
   Outstanding
Preferred Shares
      ARPS VMTPS

PMF

   25,667,826.000    7,600   [  ] 6,668 233

PCQ

   18,725,901.000    6,000   [  ] 4,825 293

PNF

   7,754,216.000    1,880   [  ] 1,641 None

PML

   61,880,311.000    14,680   [  ] 11,931 687

PCK

   31,968,166.000    6,520   [  ] 5,147 343

PNI

   11,124,517.000    3,160   [  ] 2,320 210

PMX

   32,821,509.000    7,560   [  ] 6,188 343

PZC

   22,234,579.000    5,000   [  ] 3,915 271

PYN

   5,702,855.000    1,280 

The classes of Shares listed for each Fund in the table above are the only classes of Shares currently authorized by that Fund.

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At the Meeting, with respect to the election of Trusteesone Trustee (the “Preferred Shares Trustee”) of each Fund will be voted on exclusively by the Preferred Shareholders (including holders of ARPS and, onfor each Fund other than PNF, 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 Trustee by all Shareholders), the Preferred Shareholders, if any, will have equal voting rights (i.e.(i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As summarizedIn connection with the Boards’ nomination process for the Meeting, all current Trustees who have previously been nominated by the Board (the “Board-Nominated Trustees”) voted in favor of the nominations of all Board Nominees standing forre-election.

In addition to the Board Nominees, Dryden Capital, LLC, operating in concert with a hedge fund it manages (“Dryden”), has nominated Derrick A. Clark as a competing Preferred Shares Trustee nominee for each Fund (the “Dryden Nominee”). Dryden is a Preferred Shareholder that owns less than 1% of each Fund’s ARPS. Dryden first purchased ARPS of each Fund in 2016, and continued to purchase ARPS of certain of the Funds at a substantial discount to their face value as recently as 2018. The current Board-Nominated Trustees do not support the Dryden Nominee and urge you to vote in favor ofre-electing the incumbent preferred share Board Nominee. The current Board-Nominated Trustees have worked well together as a Board and have a strong history of actively supporting the interests of the Funds and all of their shareholders.

The Funds’ Trustees (including the Preferred Share Trustees) have a fiduciary duty to act in the table below:best interests of the Fund, and in carrying out this duty, they must consider the interests of all shareholders, both common and preferred. At each of the Funds’ regular quarterly meetings, PIMCO provides the Trustees with detailed reports regarding the Funds’ use of leverage, financing costs, and available leverage alternatives to the Funds’ ARPS. In considering such alternatives, PIMCO and the Trustees consider PIMCO’s economic and interest rate outlook, market conditions, the rollover and refinancing risks inherent in alternative forms of leverage, the costs, terms, permanency, asset coverage requirements and covenants, as applicable, associated with the leverage alternatives available in the marketplace and the viability of conducting additional ARPS tender offers at an adequately discounted price. These factors may vary over time and the decision regarding the best form of financing for a Fund is a Fund-specific decision based on the particular dynamics of the Fund’s financing profile and other market factors.

In this regard, in 2018, at PIMCO’s recommendation, each Fund offered all holders of ARPS, including Dryden, an opportunity to tender up to 100% of their ARPS at a price of 85% of the ARPS’ liquidation preference (i.e.,

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“face value”) in a tender offer. In considering the interests of all shareholders, the Board determined that, at the time and under then-current market conditions, this price represented fair value for the ARPS and was in the best interests of the Funds and their shareholders. Although a substantial percentage of ARPS holders participated in the tender offers, Dryden was offered a 100% liquidity alternative for its ARPS and chose not to participate. As a condition of such tender offers, certain of the Funds issued VMTPS in amounts equal to the aggregate liquidation preference of the ARPS accepted for purchase in such Fund’s tender offer.

Prior to Dryden’s nomination of Mr. Buffington to stand for election as a preferred share Trustee at the Funds’ 2018 annual shareholder meeting, PIMCO and certain of the Funds’ Trustees met with and responded to various questions from Dryden to the extent possible without disclosing material,non-public information. PIMCO and those Trustees explained their views on the value of the permanency of the ARPS to the Funds as compared to available financing alternatives, and explained the Trustees’ fiduciary duty to consider the best interests of all shareholders (both common and preferred) when considering the Funds’ use of leverage. Following Mr. Buffington’s election last year,PIMCO and the Trustees have continued to closely monitor the Funds’ leverage and actively consider alternative primary forms of financing that are in the best interests of Funds and all of their shareholders (both common and preferred), and will continue to do so.

In this regard, at each quarterly Board meeting, PIMCO continues to provide the Trustees with extensive materials and engage in robust discussions regarding the Funds’ use of leverage, including, without limitation, PIMCO’s assessment of the relative costs of ARPS, VMTPS and other forms of leverage available to the Funds. PIMCO has continued to explain its views on the value of the ARPS to the Funds as compared to available financing alternatives.

In this regard, PIMCO has explained to the Trustees that recent declines in market interest rates since the 2018 tender offers have reduced the weekly dividends payable on the ARPS and the Funds’ associated costs, such that the ARPS have, in PIMCO’s view, become an even more valuable source of leverage for the Funds in comparison to alternative forms of leverage available to the Funds, based on, among other considerations, current market conditions and PIMCO’s current interest rate outlook.

Your current Board-Nominated Trustees are experienced and highly qualified fiduciaries who exercise strong fund governance practices. Seven of the nine Board-Nominated Trustees are not “interested persons” (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds or of the Manager. The Trustees have significant current and past related industry experience, and have actively supported the interests of all of the Funds’ shareholders, both common and preferred. The Board-Nominated Trustees include individuals with substantial professional accomplishments and prior experience in a variety of fields, as further detailed below. In addition, the Board-Nominated Trustees include a combination of long-tenured and newer members, bringing diverse perspectives to Fund oversight.

The Funds’ Trustees urge that youNOT RETURN any proxy card sent to you by Dryden.

PMF/PCQ/PNF/PML/PCK/PNI:

The Common and Preferred Shareholders of each Fund, voting together as a single class, have the right to vote on the election of Sarah E. Cogan, Hans W. Kertess and David N. Fisher, and there-election of CraigDeborah A. Dawson and Bradford K. Gallagher andDeCotis, as Trustees of each Fund. The Preferred Shareholders of each Fund, voting as a separate class, have the electionright to vote on there-election of William B. Ogden, IV and John C. ManeyJames A. Jacobson (or his proposed replacement by the Dryden Nominee) as a Trustee of each Fund.1

PMX/PZC/PYN:PZC:

The Common and Preferred Shareholders of each Fund, voting together as a single class, have the right to vote on the election of Sarah E. Cogan, David N. Fisher and Alan Rappaport as Trustees of each Fund. The Preferred Shareholders of each Fund, voting as a separate class, have the right to vote on there-election of CraigJames A. Dawson and Deborah A. DeCotis andJacobson (or his proposed replacement by the election of William B. Ogden, IV and John C. ManeyDryden Nominee) as a Trustee of each Fund.1

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Summary

 

Proposal

  Common
Shareholders
  Preferred
Shareholders

Election of Trustees

PMF/PCQ/PNF/PML/PCK/PNI

Independent Trustees/Nominees*

Re-election of Bradford K. Gallagher

     
PMF/PCQ/PNF/PML/PCK/PNI
Independent Trustees/Nominees* 

Election of William B. Ogden, IV**Sarah E. Cogan

    

Interested Trustees/NomineesRe-election of James A. Jacobson

  

Re-electionElection of Craig A. Dawson***Hans W. Kertess

    

Election of John C. Maney****, *****Re-election Deborah A. DeCotis

    

PMX/PZC/PYNInterested Trustees/Nominees

  

Independent Trustees/Nominees*

Re-electionElection of Deborah A. DeCotisDavid N. Fisher**

    

PMX/PZC

    

Independent Trustees/Nominees*

Election of William B. Ogden, IV**Sarah E. Cogan

    

Interested Trustees/NomineesRe-election of James A. Jacobson

  

Re-electionElection of Craig A. Dawson***Alan Rappaport

    

Interested Trustees/Nominees

    

Election of John C. Maney****, ****David N. Fisher**

    

 

1Mr. Ogden, who is currently a Class I Trustee of each Fund, is being nominated for election as a Class III Trustee of each Fund. Mr. Maney, who is currently a Class III Trustee of each Fund, is being nominated for election as a Class I Trustee of each Fund.

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*

“Independent Trustees” or “Independent Nominees” are those Trustees or nominees who are not “interested persons,” as defined in the Investment Company1940 Act, of 1940, as amended (the “1940 Act”), of each Fund.

**

Mr. Ogden, who is currently a Class I Trustee of each Fund, is being nominated for election as a Class III Trustee of each Fund.

***Mr. DawsonFisher 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. Maney is an Interested Trustee of each Fund, due to his affiliation with Allianz Asset Management of America L.P. and its affiliates.
*****Mr. Maney, who is currently a Class III Trustee of each Fund, is being nominated for election as a Class I Trustee of each Fund.

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 orre-electionof Trustees listed in the attached Notice, your proxy will be voted in favor of the election orre-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 1633 Broadway, New York, New York 10019,650 Newport Center Drive, Newport Beach, California 92660, (ii) by properly executing and timely submitting a later-dated proxy vote, or (iii) by attending the Meeting and voting in person. Please call 1-1-(866)406-2288866-406-2288 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. 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 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. In addition, AST Fund Solutions LLC (“AST”) has been engaged to assist in the solicitation of proxies and manage the Funds’ overall proxy campaign. While the fees received by AST will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval of the current Trustees’ recommendations (and may be increased in connection with the potential Dryden proposal mentioned above), the fees paid to AST are estimated to be between approximately $9,000 and $30,000 per Fund. The actual amount of these expenses will vary depending on a number of factors. Anyout-of-pocket expenses incurred in connection with the solicitation will be borne by PIMCO.

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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 also 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, 1633 Broadway, New York, New York 10019,650 Newport Center Drive, Newport Beach, California 92660, or by calling1-(866)406-2288866-406-2288 on any business day.

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As of September 30, 2017,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. To the knowledge of the Funds, the following entities beneficially owned more than five percent (5%) of a class of shares of a Fund:

 

Beneficial Owner

  Fund              

Percentage of  Ownership of Class

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PMF[   ]  73.54% of Preferred Shares[   ]

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PCQ[   ]  72.82% of Preferred Shares[   ]

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

[   ]
  PCQ[   ]  5.95% of Common Shares[   ]

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PNF[   ]  68.40% of Preferred Shares[   ]

Bank of America Corporation

100 North Tryon Street,

Charlotte, North Carolina 28255

[   ]
  PNF[   ]  13.40% of Preferred Shares[   ]

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

[   ]
  PNF[   ]  10.65% of Common Shares[   ]

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PML[   ]  63.27% of Preferred Shares[   ]

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

[   ]
  PML[   ]  5.32% of Common Shares

5


[   ]

Beneficial Owner

[   ]
  Fund[   ]  

Percentage of Ownership of Class

[   ]

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PCK[   ]  57.27% of Preferred Shares[   ]

Bank of America Corporation

100 North Tryon Street,

Charlotte, North Carolina 28255

[   ]
  PCK[   ]  7.20% of Preferred Shares[   ]

RiverNorth Capital Management, LLC

325 N. LaSalle Street, Suite 645

Chicago, IL 60654-7030

[   ]
  PCK[   ]  5.89% of Preferred Shares[   ]

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PNI[   ]  62.53% of Preferred Shares[   ]

Bank of America Corporation

100 North Tryon Street,

Charlotte, North Carolina 28255

[   ]
  PNI[   ]  7.50% of Preferred Shares[   ]

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

[   ]
  PMX[   ]  67.76% of Preferred Shares

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

PZC66.98% of Preferred Shares

UBS AG

Bahnhofstrasse 45, PO BoxCH-8021

Zurich, Switzerland

PYN81.09% of Preferred Shares

Bank of America Corporation

100 North Tryon Street,

Charlotte, North Carolina 28255

PYN8.40% of Preferred Shares[   ]

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 Nominating Committee and the Board of each applicable Fund has recommended the nominees listed herein for election orre-election, as applicable, as Trustees byrecommends that the Shareholders of the applicable Funds.Fundsre-elect the Board Nominees listed herein as Trustees.

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 and David N. Fisher, will expire at the Meeting; the term of office of the Class III Trustees will expire at the

6


Meeting; annual meeting of Shareholders held during the 2020 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2020 through December 31, 2020); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders during the 2018 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2018 through December 31, 2018); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 20192021 fiscal year (i.e., the annual meeting during the fiscal year running from January 1, 20192021 through December 31, 2019)2021). Currently, CraigSarah E. Cogan, James A. Dawson, John C. Maney and Bradford K. GallagherJacobson, Hans W. Kertess, Deborah A. DeCotis are Class IIIII Trustees and Mr. OgdenDavid N. Fisher is a Class IIII Trustee. The Nominating Committee of each Fund has recommended to the Board that Messrs. DawsonMses. Cogan and GallagherDeCotis and Mr. Kertess be nominated for election orre-election, as applicable, by the Common Shareholders and Preferred Shareholders, voting as a single class, as Class IIIII Trustees, that Mr. Maney be nominated for election by the Common Shareholders and Preferred Shareholders, voting as a single class, as a Class I Trustee and that Mr. OgdenFisher be nominated for election by the Common Shareholders and Preferred Shareholders, voting as a single class, as a Class III Trustee and that Mr. Jacobson be nominated forre-election by the Preferred Shareholders, voting as a separate class, as a Class II Trustee. In addition, Dryden has nominated Derrick A. Clark for election by the Preferred Shareholders, voting as a separate class, as a Class II Trustee at the Meeting.Meeting for the seat currently held by Mr. Jacobson. Consistent with each Fund’s Declaration, ifre-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected orre-elected or elected, as applicable, at the Meeting, Mses. Cogan and DeCotis and Messrs. Dawson, GallagherJacobson and OgdenKertess will serve terms consistent with the Class II Trustees, which will expire at each Fund’s annual meeting of Shareholders held during the 2022 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2022 through December 31, 2022), and Mr. Fisher will serve a term consistent with the Class III Trustees, which will expire at each Fund’s annual meeting of Shareholders held during the 2020 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2020 through December 31, 2020),.

PMX/PZC.With respect to PMX and Mr. Maney will serve aPZC, the term consistent withof office of the Class III Trustees whichand David N. Fisher will expire at the endMeeting; the term of each Fund’soffice of the Class III Trustees will expire at the annual meeting of Shareholders held during the 20182020 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 20182020 through December 31, 2018).

PMX/PZC/PYN.With respect to PMX, PZC2020); and PYN, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders during the 2018 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2018 through December 31, 2018); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 20192021 fiscal year (i.e., the annual meeting during the fiscal year running from January 1, 20192021 through December 31, 2019)2021). Currently, CraigSarah E. Cogan, James A. Dawson, John C. ManeyJacobson and Deborah A. DeCotis

5


Alan Rappaport are Class IIIII Trustees1 and Mr. OgdenDavid N. Fisher is a Class IIII Trustee. The Nominating Committee of each Fund has recommended to the Board that Ms. DeCotisCogan and Mr. DawsonRappaport be nominated forre-election election by the Common Shareholders and Preferred Shareholders, voting as a single class, as Class IIIII Trustees, that Mr. ManeyFisher be nominated for election by the Common Shareholders and Preferred Shareholders, voting as a single class, as a Class IIII Trustee, and that Mr. OgdenJacobson be nominated for electionre-election by the Common Shareholders and Preferred Shareholders, voting as a singleseparate class, as a Class III

7


II Trustee. In addition, Dryden has nominated Derrick A. Clark for election by the Preferred Shareholders, voting as a separate class, as a Class II Trustee at the Meeting.Meeting for the seat currently held by Mr. Jacobson. Consistent with each Fund’s Declaration, ifre-elected, the nomineesBoard Nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected orre-elected or elected, as applicable, at the Meeting, Ms. DeCotisCogan and Messrs. DawsonJacobson and OgdenRappaport will serve terms consistent with the Class II Trustees, which will expire at each Fund’s annual meeting of Shareholders held during the 2022 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2022 through December 31, 2022), and Mr. Fisher will serve a term consistent with the Class III Trustees, which will expire at each Fund’s annual meeting of Shareholders held during the 2020 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2020 through December 31, 2020), and Mr. Maney will serve a term consistent with the Class I Trustees, which will expire at the end of each Fund’s annual meeting of Shareholders held during the 2018 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2018 through December 31, 2018).

AllCertain current members of the Board of each Fund are and will remain, if elected, “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 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 Mr. Buffington and Ms. Cogan are “Continuing Trustees,” and the Board Nominees other than Ms. Cogan will remain Continuing Trustees if elected orre-elected.In the case of PML, PCK, PNI, PMX PZC and PYN,PZC, a “Continuing Trustee” is a Trustee that has either served as Trustee since the inception of the Fund or forthirty-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 and PZC other than Mr. Buffington are “Continuing Trustees,” and all of the Board Nominees will remain Continuing Trustees if elected orre-elected. The Dryden Nominee, if elected, would not be a “Continuing Trustee” of any Fund.

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 anopen-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.

 

81 Bradford K. Gallagher is also currently a Class II Trustee of PMX and PZC, 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 2019, he is not standing for re-election as a Trustee of PMX and PZC at the Meeting, and he will no longer be a Trustee of either Fund following the Meeting.

6


The following table summarizes the nomineesBoard Nominees who will stand for election orre-election at the Meeting, the respective Classes of Trustees to which they have been designated and the expiration of their respective terms if elected orre-elected, as applicable:

 

Trustee/Nominee

  

    Class    

Class                             Expiration of Term if Elected/Re-Elected*                             

PMF/PCQ/PNF/PML/PCK/PNI   

Expiration of Term ifElected/Re-Elected*

PMF/PCQ/PNF/PML/PCK/PNISarah E. Cogan

Bradford K. Gallagher

  Class IIIII  

Annual Meeting held during the 20202022 fiscal year

William B. Ogden, IV

Class III

Annual Meeting held during the 2020 fiscal year

Craig A. Dawson**

Class III

Annual Meeting held during the 2020 fiscal year

John C. Maney**

Class I

Annual Meeting held during the 2018 fiscal year

PMX/PZC/PYN

Deborah A. DeCotis

  Class IIAnnual Meeting held during the 2022 fiscal year

David N. Fisher**

  Class III  

Annual Meeting held during the 2020 fiscal year

William B. Ogden, IVHans W. Kertess

  Class IIAnnual Meeting held during the 2022 fiscal year

James A. Jacobson

Class IIAnnual Meeting held during the 2022 fiscal year

PMX/PZC

Sarah E. Cogan

Class IIAnnual Meeting held during the 2022 fiscal year

David N. Fisher**

  Class III  

Annual Meeting held during the 2020 fiscal year

Craig A. Dawson**Alan Rappaport

  Class IIIII  

Annual Meeting held during the 20202022 fiscal year

John C. Maney**James A. Jacobson

  Class III  

Annual Meeting held during the 20182022 fiscal year

 

*

A Trustee elected orre-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 shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

**Each of

Mr. Dawson and Mr. ManeyFisher 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, which may be regarded as an “anti-takeover” provision, may make it more difficult for a Fund’s Shareholders to change the majority of Trustees of the Fund and, thus, promotes the continuity of management.

Under each Fund’s Bylaws, the Trustees may increase the size of the Board between shareholder meetings and fill a vacancy created by such increase. In the event that Mr. Jacobson is notre-elected by Preferred Shareholders of each Fund the Board of that Fund may increase its size to add one or morenon-Preferred Shares Trustee positions, and may determine to appoint Mr. Jacobson to fill a vacancy. In such event, any Trustee added to the Board would be subject to election by Shareholders at the annual meeting of Shareholders held during the 2020 fiscal year, regardless of the Class of Trustee to which he or she is assigned.

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 nomineesBoard Nominees has indicated he or she will serve if elected, 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 saveleave 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.

9


Board Leadership Structure — Currently, and assuming the nominees are elected as proposed, the Board of Trustees of each Fund consists and will continue to consist of eightten Trustees, sixeight of whom are Independent Trustees. An Independent Trustee serves as ChairmanChair of the TrusteesBoard and is selected by a vote of the majority of the Independent Trustees. The ChairmanChair of the TrusteesBoard presides at meetings of the Board and 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.

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 placein-person; other meetings may take placein-person or by telephone.

The Board has established sixseven standing Committees to facilitate oversight of the management of the Funds: the Audit Oversight Committee, the Nominating Committee, the Valuation Oversight Committee, the Compensation Committee, the Contracts Committee, the Performance Committee and the PerformanceBoard-Nominated Trustees Committee. The functions and role of each Committee are described below under “Board Committees and Meetings.” The membership of each Committee (other than the Performance Committee and Board-Nominated Trustees Committee) consists of only the Independent Trustees. The Performance Committee consists of all the Trustees. The Board-Nominated Trustees Committee consists of each Trustee who has been nominated for election or appointed to serve as a Trustee by a majority of the Trustees. The Independent Trustees which the Board believesbelieve that participation on each Committee allows them to participate in the full range of the Board’s oversight duties. In addition, the Performance Committee consists of all the Trustees.

7


The Board reviews its leadership structure periodically and has determined that this leadership structure, including an Independent Chairman,Chair, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees (with the exception of the Performance Committee and Board-Nominated Trustees 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 theday-to-day management of Fund affairs, the extent to which the work of the Board is conducted through the Committees, the number of portfolios overseen by the Board that are advised by the Manager or have an investment adviser that is an affiliated person of the Manager (the “Fund Complex”), the variety of asset classes those portfolios include, the assets of each Fund and other portfolios overseen by the Board in the Fund Complex and the management and other service arrangements of each Fund and such other portfolios. The Board also believes that its structure, including the presence of two Trustees who are executives with the Manager or Manager-affiliated entities, facilitates an efficient flow of information concerning the management of each Fund to the Independent Trustees.

10


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 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 andas-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.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.

 

118


Information Regarding Trustees and Board Nominees.

The following table provides information concerning the Trustees/Board Nominees of the Funds.

 

Name,

Address,

Name,
Address,
Year of Birth
and Class*Class(1)            

  Position(s)
Held
with the
Funds
  Term of
Office and
Length of
Time ServedServed(2)
  

Principal Occupation(s)

During the Past 5 Years

  Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
  

Other
Directorships
Held by
Trustee/
Nominee
During the
Past  5 Years

Independent Trustees/Nominees

Hans W. Kertess

1939

 

PMF/PCQ/PNF/PML/PCK/PNI/PMX/PZC/PYN-Class I

Chairman
of the
Board,
Trustee
PMF/PCQ/
PNF-
Since 2001

PML/PCK/
PNI-
Since 2002

PMX/PZC/
PYN-
Since 2003

President, H. Kertess & Co., a financial advisory company; and Senior Adviser (formerly Managing Director), Royal Bank of Canada Capital Markets (since 2004).84None

12


Name,
Address,
Year of Birth
and Class*

Position(s)
Held
with the
Funds
Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past 5 Years

Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee

Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years

Deborah A.

DeCotis

1952

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI

Class II

 

PMX/PZC/PYN PZC

Class III

  Chair of
the
Trustees,
Trustee,
Nominee
  PMF/PCQ/
PNF/PML/
PML

/PCK/PNI/

PMX/
PZC/PYN-PZC -
Since 2011

  

Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); and 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)(2010- 2015); Principal, LaLoop LLC, a retail accessories company (1999-2014); Director, Helena Rubenstein Foundation (1997-2010); and Director, Armor Holdings(2002-2010).

  8491None

T. Matthew

Buffington(3)

1982

PMF/PCQ/PNF

/PML/PCK/PNI/

PMX/PZC

Class I

TrusteePMF/PCQ/
PNF/PML

/PCK/PNI/

PMX/PZC –

Since
December
2018

Portfolio Manager of Dryden Capital, LLC since January 2013. The principal business of Dryden Capital, LLC is to provide investment advisory, portfolio and wealth management, consulting, financial planning and investment supervisory services8None

Sarah E. Cogan

PMF/PCQ/PNF

/PML/PCK/PNI/

PMX/PZC

Class II

Trustee,
Nominee
Since
January 2019

Of Counsel, Simpson Thacher & Bartlett LLP (law firm); Director, Girl Scouts of Greater New York, Inc. (since 2016); and Trustee, Natural Resources Defense Council, Inc. (since 2013). Formerly, Partner, Simpson Thacher & Bartlett LLP (1989-2018).

91  None

 

139


Name,

Address,

Name,
Address,
Year of Birth
and Class*Class(1)          

  Position(s)
Held
with the
Funds
  Term of
Office and
Length of
Time ServedServed(2)
  

Principal Occupation(s)

During the Past 5 Years

  Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
  

Other
Directorships
Held by
Trustee/
Nominee
During the
Past  5 Years

Bradford K.

Gallagher(4)

1944

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI

Class III

 

PMX/PZC/PYN PZC

Class II

  Trustee
Nominee
  Since 2010  

Retired. Founder, Spyglass Investments LLC, a private investment vehicle (since 2001). Formerly, Chairman and Trustee, The Common Fund(2005-2014); Partner, New Technology Ventures Capital Management LLC, a venture capital fund (2011-2013); Chairman and Trustee, Atlantic Maritime Heritage Foundation (2007-2012); and Founder, President and CEO, Cypress Holding Company and Cypress Tree Investment Management Company (1995-2001).

84Formerly, Chairman and Trustee of Grail Advisors ETF Trust (2009-2010) and Trustee of Nicholas-Applegate Institutional Funds(2007-2010).

 

14


Name,
Address,
Year of Birth
and Class*

  Position(s)
Held
with the
Funds
91
  Term ofFormerly,
Office Chairman
and
Length of
Time Served

Principal Occupation(s)
During the Past 5 Years

Number Trustee
of Grail
PortfoliosAdvisors
in FundETF Trust
Complex(2009-2010)
Overseenand Trustee
byof Nicholas-
Trustee/Applegate
Nominee
Institutional
Funds (2007-
2010).

Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years

James A.

Jacobson

1945

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI/

PMX/PZC/PYN-ClassPZC -

Class II

  Trustee,
Nominee
  Since 2009  

Retired. Trustee (since 2002) and Chairman of Investment Committee (since 2007), Ronald McDonald House of New York; and Trustee, New Jersey City University (since 2014). Formerly, Vice Chairman and Managing Director, Spear, Leeds & Kellogg Specialists, LLC, a specialist firm on the New York Stock Exchange (2003-2008).

  8491  Formerly,
Trustee,
Alpine
Mutual
Funds
Complex
(consisting of
18 funds.funds)
(2009-2016).

Hans W.

Kertess

1939

PMF/PCQ/PNF

/PML/PCK/PNI

Class II

PMX/PZC -

Class I

Trustee,

Nominee

PMF/PCQ/
PNF-Since
2001

PML/PCK/
PNI-Since
2002

PMX/PZC -
Since 2003

President, H. Kertess & Co., a financial advisory company; and Senior Adviser (formerly Managing Director), Royal Bank of Canada Capital Markets (since 2004).91None

William B.

Ogden, IV

1945

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI/

PMX/PZC/ PYN-Currently, Class I, if elected as nominated, PZC -

Class III

  Trustee
Nominee
  Since 2006  Retired. Formerly, Asset Management Industry Consultant; and Managing Director, Investment Banking Division of Citigroup Global Markets Inc.  8491  None

 

1510


Name,

Address,

Name,
Address,
Year of Birth
and Class*Class(1)          

  Position(s)
Held
with the
Funds
  Term of
Office and
Length of
Time ServedServed(2)
  

Principal Occupation(s)

During the Past 5 Years

  Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee
  

Other
Directorships
Held by
Trustee/
Nominee
During the
Past  5 Years

Alan

Rappaport

1953

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI/PNI

- Class I

PMX/PZC/PYN-Class IPZC – Class II

  Trustee,
Nominee
  Since 2010  Advisory Director (formerly Vice Chairman), Roundtable Investment Partners (since 2009); Adjunct Professor, New York University Stern School of Business (since 2011); Lecturer, Stanford University Graduate School of Business (since 2013); and Director, Victory Capital Holdings, Inc., an asset management firm (since 2013). Formerly, Advisory Director (formerly Vice Chairman), Roundtable Investment Partners (2009-2018); Member of Board of Overseers, NYU Langone Medical Center (2015-2016). Formerly,; Trustee, American Museum of Natural History (2005-2015); Trustee, NYU Langone Medical Center (2007-2015); 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).  8491  None

 Interested Trustees

 

16


Name,
Address,
Year of Birth
and Class*

Position(s)
Held
with the
Funds
Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past 5 Years

Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee

Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years

Interested TrusteesDavid N.

Craig A. Dawson**Fisher(5)

1968

 

650 Newport

Center Drive,

Newport Beach,

CA 92660

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI/

PMX/PZC/PYN-ClassPZC –

Class III

  Trustee,
Nominee
  Since 2014
January 2019
  Managing Director and Head of Traditional Product Strategies, PIMCO Europe, Middle East(Since 2015); and AfricaDirector, Court Appointed Special Advocates (CASA) of Orange County,a non-profit organization (since 2016). Director of a number of PIMCO’s Europeans investment vehicles and affiliates (since 2008)2015). Formerly, Global Bond Strategist, PIMCO (2008-2015); and Managing Director and Head of Strategic BusinessGlobal Fixed Income, HSBC Global Asset Management PIMCO (2014-2016), head of PIMCO’s Munich office and head of European product management for PIMCO.(2005-2008).  2628  None

17


Name,
Address,
Year of Birth
and Class*

Position(s)
Held
with the
Funds
Term of
Office and
Length of
Time Served

Principal Occupation(s)
During the Past 5 Years

Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee/
Nominee

Other
Directorships
Held by
Trustee/
Nominee
During the
Past 5 Years

John C. Maney***

Maney(6)

1959

 

650 Newport

Center Drive,

Newport Beach,

CA 92660

 

PMF/PCQ/PNF/PNF

/PML/PCK/PNI/

PMX/PZC/PYN-Currently, Class III, if elected as nominated, PZC –

Class I

  Trustee
Nominee
  Since 2006  Managing Director of Allianz Asset Management of America L.P. (since January 2005) and a member of the Management Board and Chief Operating Officer of Allianz Asset Management of America L.P. (since November 2006) and aNon-Executive Director and a member of the Compensation Committee of PIMCO Europe Ltd (since December 2017). Formerly, 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).  2628  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.

11


(2)

Under each Fund’s Declaration, a Trustee serves until his or her retirement, resignation or replacement.

**(3)

Mr. DawsonBuffington’s address is Dryden Capital, LLC (New York Office), 641 Lexington Avenue, 13th Floor, New York, New York 10022.

(4)

Mr. Gallagher is expected to retire from the Boards of PMF, PCQ, PNF, PML, PCK and PNI as of December 31, 2019. In addition, he is not standing forre-election as a Trustee of PMX and PZC, and will no longer be a Trustee of either Fund following the Meeting.

(5)

Mr. Fisher is an Interested Trustee of each Fund due to his affiliation with PIMCO and its affiliates.

***(6)

Mr. Maney is an Interested Trustee of each Fund due to his affiliation with Allianz Asset Management of America L.P. and its affiliates.

18


The following table states the dollar range of equity securities beneficially owned as of the Record Date by each Trustee and nomineeBoard 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/

                      Board Nominee

  

Dollar Range of Equity
Securities in the Funds*

  Aggregate Dollar Range
of Equity  Securities in
All Registered
Investment Companies
Overseen by Trustee/
    Board Nominee in the Family
of Investment
Companies*

Independent Trustees/Board Nominees

T. Matthew Buffington**

Hans W. KertessPMF: Over $100,000

PML: Over $100,000

PMX: Over $100,000

PZC: Over $100,000

PNF: Over $100,000

PNI: Over $100,000

PCQ: Over $100,000

PCK: $10,001-$50,000

    Over $100,000
Deborah A. DeCotis  None  Over $100,000

Deborah A. DeCotis

Sarah E. Cogan
  None  Over $100,000    None

Bradford K. Gallagher

  None  Over $100,000

James A. Jacobson

  None  Over $100,000

William B. Ogden, IV

$50,000 - $100,000 (PMF)
$50,000 - $100,000  (PML)
Over $100,000

Alan Rappaport

$10,001 - $  50,000 (PML)Over $100,000

Interested Trustees/Nominees

John C. Maney

Hans W. Kertess
  None  Over $100,000
William B. Ogden, IV

Craig A. Dawson$50,001-$100,000 (PMF)

$50,001-$100,000 (PML)

    Over $100,000
Alan Rappaport$10,001-$50,000 (PML)    Over $100,000
Interested Trustees/Board Nominees
John C. Maney  None  Over $100,000

David N. Fisher

 

None

    Over $100,000

*

Securities are valued as of the Record Date.

**

Mr. Buffington may be deemed to beneficially own the 147 shares of ARPS beneficially owned by Dryden, by virtue of being a managing member of Dryden Capital, LLC and the general partner of the hedge fund the hedge fund that owns the ARPS.

To the knowledge of the Funds, as of the Record Date, Trustees and nomineesBoard Nominees who are Independent Trustees or Independent Nomineesnominees 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.

12


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 other than Mr. Buffington also serves as a trustee of PCM Fund, Inc., PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Income Opportunity Fund, PIMCO Dynamic Credit and Mortgage Income Fund, PIMCO Dynamic Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO High Income Fund, PIMCO New York Municipal Fund III, PIMCO Strategic Income Fund, Inc., PIMCO Global StocksPLUS® & Income Fund and PIMCO Global StocksPLUS® & IncomeEnergy and Tactical Credit Opportunities Fund, each aclosed-end fund for which the Manager serves as investment manager (together with the Funds, the “PIMCOClosed-End

19


Funds”), as well as PIMCO Flexible Credit Income Fund and PIMCO Flexible Municipal Income Fund, each a closed end management investment company that is operated as an “interval fund” for which the Manager serves as investment manager (“PFLEX”(the “PIMCO Interval Funds”), and PIMCO Managed Accounts Trust (“PMAT”), anopen-end management investment company with multiple series for which the Manager serves as investment adviser and administrator (together with the PIMCOClosed-End Funds and PFLEX,the PIMCO Interval Funds, the “PIMCO-Managed Funds”).

In addition, each of the Independent Trustees (other than Mr. Buffington) also serves as a trustee of AllianzGI Diversified Income & Convertible Fund, AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II, AllianzGI NFJ Dividend, Interest & Premium Strategy Fund, AllianzGI Equity & Convertible Income Fund, AllianzGI Convertible & Income 2024 Target Term Fund, Allianz Funds, Allianz Funds Multi-Strategy Trust, AllianzGI Institutional Multi-Series Trust and Premier Multi-Series VIT (together, the “Allianz-Managed Funds”), for which Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), an affiliate of PIMCO, serves as investment manager. PriorThe Independent Trustees receive separate compensation from the Allianz-Managed Funds in addition to amounts received for service on the closeBoards of business on September 5, 2014, a predecessor entity of AllianzGI U.S. served as investment manager of PMAT and the PIMCOClosed-EndPIMCO-Managed Funds.

As indicated below, certain of the officers of the Funds are affiliated with the Manager.

Each of the PIMCO-Managed Funds holds joint meetings of their Boards of Trustees whenever possible. Each Independent Trustee other than Mr. Buffington currently receives annual compensation of $225,000 for his or her service on the Boards of the PIMCO-Managed Funds, payable quarterly. The Independent Chairman of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight Committee Chairman receives an additional $50,000 annually, payable quarterly. Trustees are also reimbursed for meeting-related expenses. Mr. Buffington, who does not serve on the Board of any PIMCO-Managed Funds other than the Funds, will receive a portion of the $225,000 annual compensation paid to the Independent Trustees based on a fixed percentage allocated to the PIMCOClosed-End Funds for other Trustees, which will then be further allocated pro rata among the Funds based on the relative net assets of each Fund, as described below.

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, PFLEXthe PIMCOClosed-End Funds and the PIMCOClosed-End Interval 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. Mr. Buffington’s compensation will be determined and allocated among the Funds in accordance with this methodology as noted above.

The Funds have no employees. The Funds’ officers, Mr. DawsonFisher and Mr. Maney are compensated by the Manager or its affiliates, as applicable.

20


The Trustees do not currently receive any pension or retirement benefits from the Funds or the Fund Complex.

The following table provides information concerning the compensation paid to the Trustees and nomineesBoard Nominees for the fiscal yearsyear ended December 31, 2016.2018. For the calendar year ended December 31, 2016,2018, the 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, serves without any compensation from the Funds. Mr. Buffington is not included in the table below, because he was elected to the Board of each Fund at the December 2018

Compensation Table

Name of Trustee/ Nominees

 Aggregate
Compensation
from PMF for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PCQ for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PNF for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PML for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PCK for
the Fiscal
Year Ended
December 31,
2016
 

Independent Trustee/Nominee

 

 

Hans W. Kertess

 $11,564  $9,220  $3,087  $24,376  $9,797 

Bradford K. Gallagher

 $8,673  $6,915  $2,315  $18,552  $7,348 

James A. Jacobson

 $10,600  $8,452  $2,830  $22,675  $8,980 

William B. Ogden, IV

 $8,673  $6,915  $2,315  $18,552  $7,348 

Alan Rappaport

 $8,673  $6,915  $2,315  $18,552  $7,348 

Deborah A. DeCotis

 $8,673  $6,915  $2,315  $18,552  $7,348 

Interested Trustee/Nominee

 

John C. Maney

 $0  $0  $0  $0  $0 

Craig A. Dawson**

 $0  $0  $0  $0  $0 

Name of Trustee/ Nominees

 Aggregate
Compensation
from PNI for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PMX for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PZC for
the Fiscal
Year Ended
December 31,
2016
  Aggregate
Compensation
from PYN for
the Fiscal
Year Ended
December 31,
2016
 

Independent Trustee/Nominee

 

Hans W. Kertess

 $4,485  $12,171  $7,698  $1,882 

Bradford K. Gallagher

 $3,364  $9,128  $5,773  $1,412 

James A. Jacobson

 $4,111  $11,156  $7,056  $1,725 

William B. Ogden, IV

 $3,364  $9,128  $5,773  $1,412 

Alan Rappaport

 $3,364  $9,128  $5,773  $1,412 

Deborah A. DeCotis

 $3,364  $9,128  $5,773  $1,412 

Interested Trustee/Nominee

    

John C. Maney**

 $0  $0  $0  $0 

Craig A. Dawson**

 $0  $0  $0  $0 

 

2113


Name of Trustee/ Nominees

  Total Compensation
from the Funds and
Fund Complex Paid
to  Trustees/Nominees
for the Calendar Year
Ended December 31,
2016*
 

Independent Trustee/Nominee

  

Hans W. Kertess

  $525,000 

Bradford K. Gallagher

  $450,000 

James A. Jacobson

  $525,000 

William B. Ogden, IV

  $450,000 

Alan Rappaport

  $450,000 

Deborah A. DeCotis

  $450,000 

Interested Trustee/Nominee

  

John C. Maney**

  $0 

Craig A. Dawson**

  $0 

annual shareholder meeting and had not received any compensation from the Funds for service as Trustee of the Fund as of December 31, 2018. In addition, Ms. Cogan and Mr. Fisher are not included in the table below because they were appointed to the Board of each Fund effective January 1, 2019 and thus did not serve on the Board of any of the Funds as of December 31, 2018. Neither Ms. Cogan nor Mr. Fisher had received any compensation from the Funds or the Fund Complex for service as Trustee of the Fund as of December 31, 2018.2

Compensation Table

      

Name of Trustee/Board

Nominees                                   

 

  

Aggregate
Compensation
from PMF for
the Fiscal Year
Ended December
31, 2018

 

  

Aggregate
Compensation
from PCQ for
the Fiscal Year
Ended December
31, 2018

 

  

Aggregate
Compensation
from PNF for
the Fiscal Year
Ended December
31, 2018

 

  

Aggregate
Compensation
from PML for
the Fiscal Year
Ended December
31, 2018

 

  

Aggregate
Compensation
from PCK for
the Fiscal Year
Ended December
31, 2018

 

  

Independent 

Trustee/Nominee

                
  

Deborah A. DeCotis

  $7,330  $5,806  $1,937  $15,730  $6,174
  

Bradford K. Gallagher

  $7,330  $5,806  $1,937  $15,730  $6,174
  

Hans W. Kertess

  $9,773  $7,741  $2,582  $20,973  $8,232
  

James A. Jacobson

  $8,959  $7,096  $2,367  $19,225  $7,546
  

William B. Ogden, IV

  $7,330  $5,806  $1,937  $15,730  $6,174
  

Alan Rappaport

  $7,330  $5,806  $1,937  $15,730  $6,174
  

Interested Trustee/Board 

Nominee

           
  

Craig A. Dawson(2), (3)

  $0  $0  $0  $0  $0
  

John C. Maney(2)

  $0  $0  $0  $0  $0

     

Name of Trustee/ Board

Nominees

 

  

Aggregate
Compensation
from PNI for
the Fiscal Year
Ended December
31, 2018

 

  

Aggregate
Compensation
from PMX for
the Fiscal Year
Ended
December 31,
2018

 

  

Aggregate
Compensation
from PZC for
the Fiscal Year
Ended
December 31,
2018

 

  

Total Compensation

from the Funds and
Fund Complex Paid to
Trustees/Nominees for
the Calendar Year  Ended
December 31,

2018 (1)

 

Independent      

Trustee/Board Nominee

             
  

Deborah A. DeCotis

  $2,852  $7,760  $4,854  470,000
  

Bradford K. Gallagher

  $2,852  $7,760  $4,854  460,000
  

Hans W. Kertess

  $3,803  $10,347  $6,472  535,000
  

James A. Jacobson

  $3,486  $9,485  $5,932  535,000
  

William B. Ogden, IV

  $2,852  $7,760  $4,854  465,000
  

Alan Rappaport

  $2,852  $6,174  $4,854  470,000
  

Interested Trustee/Nominee

         
  

Craig A. Dawson(2), (3)

  $0  $0  $0  $0

John C. Maney(2)

  $0  $0  $0  $0

 

*(1)

In addition to the PIMCO-Managed Funds, which are advised by the Manager, during each Fund’s most recently completed calendar year, all of the Trustees (other than Messrs. Buffington, Dawson and Maney) served as trustees of the Allianz-Managed Funds, which are currently managed by AllianzGI U.S., an affiliate of PIMCO. The Allianz-Managed Funds and the PIMCO-Managed Funds are considered to be in the same “Fund Complex.” Ms. DeCotis and Messrs. Kertess, Gallagher, Jacobson, Ogden and Rappaport currently serve as trustee or director of 8491 funds in the Fund Complex. Mr. Maney and Mr. Dawson currently serve as trustee or director of 2628 funds in the Fund Complex. For the calendar year ended December 31, 2016,2018, amounts received by the Trustees from PIMCO-Managed Funds were: for Mr. Kertess, $300,000; for Mr. Jacobson, $275,000; for each of Messrs. Gallagher, Ogden, and Rappaport and Ms. DeCotis, $225,000. These amounts are included in the Fund Complex totals in the table above.

**(2)

Neither Mr. Dawson nor Mr. Maney receivesreceived compensation from the Funds.

(3)

Mr. Dawson resigned from the Board of each Fund effective January 1, 2019.

2 Simpson Thacher & Bartlett LLP, the law firm of which Ms. Cogan is Of Counsel and of which she previously was a Partner, received fees from the Funds and from the Fund Complex for serving as counsel to the Independent Trustees of the PIMCO-Managed Funds and the Allianz-Managed Funds during the Funds’ fiscal years ended December 31, 2017 and December 31, 2018.

14


Trustee Qualifications — The Board has determined that each current Board-Nominated Trustee and Board Nominee is qualified to serve as sucha Trustee based on several factors (none of which alone is decisive). Each current Board-Nominated Trustee and Board Nominee, with the exception of Ms. Cogan and Mr. Fisher, has served in such role for several years. Mr. Fisher is a Managing Director and Head of Traditional Product Strategies at PIMCO and Ms. Cogan is Of Counsel, and formerly served as a Partner, at the law firm of Simpson Thacher & Bartlett LLP, which served as counsel to the Independent Trustees of the Funds until December 31, 2018. Accordingly, each Board-Nominated Trustee and Board Nominee is knowledgeable about the Funds’ business and service provider arrangements and, with the exception of Ms. Cogan and Mr. Fisher, has also served for several years as trustee or director to a number of other investment companies advised by the Manager and/or its affiliates. Among the factors the Board considered 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 Board-Nominated Trustee and/or Board Nominee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related

22


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 (in addition to business experience during the past five years set forth in the table above) that contributed to the Board’s conclusion (in the case of the Board-Nominated Trustees) that an individual is qualified to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual Board-Nominated Trustees 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.

Hans W. Kertess — Mr. Kertess has substantial executive experience in the investment management industry. He is the president of a financial advisory company, H. Kertess & Co. and a Senior Adviser of Royal Bank of Canada Capital Markets, and formerly served as a Managing Director of Royal Bank of Canada Capital Markets. He has significant expertise in the investment banking industry.

Craig A. Dawson — Mr. Dawson has substantial executive experience in the investment management industry. Mr. Dawson is a Managing Director and Head of PIMCO Europe, Middle East and Africa. In that role he is in charge of guiding PIMCO’s business initiatives in Europe, the Middle East and Africa. Prior to taking on this position, Mr. Dawson was PIMCO’s Head of Strategic Business Management. Mr. Dawson also serves as a Director of a number of PIMCO’s European investment vehicles and affiliates. Because of his familiarity with PIMCO and its affiliates, Mr. Dawson serves as an important information resource for the Independent Trustees and as a facilitator of communication with PIMCO.

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 the Fund 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 Head of Traditional Product Strategies at PIMCO. In this role, he oversees teams of product strategists covering core andnon-core fixed income strategies as well as the firm’s suite of equity strategies. Prior to taking on this position, Mr. Fisher was a product strategist at PIMCO with responsibility for the firm’s Total Return and Global Bond strategies. 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.

Bradford K. Gallagher — Mr. Gallagher has substantial executive and board experience in the financial services and investment management industries. He has served as director to several other investment companies. Having served on the Operating Committee of Fidelity Investments and as a Managing Director and President of Fidelity Investments Institutional Services Company, he provides the Funds with significant asset management industry expertise. He also brings significant securities industry experience, having served as a developer and founder of several enterprises and private investment vehicles.

 

2315


James A. Jacobson — Mr. Jacobson has substantial executive and board experience in the financial services industry. He served for more than 15 years as a senior executive at a New York Stock Exchange (the “NYSE”) specialist firm. He has also served on the NYSE Board of Directors, including terms as Vice Chair. As such, he provides significant expertise on matters relating to portfolio brokerage and trade execution. He also provides the Funds with significant financial expertise, serves as the Audit Oversight Committee’s Chair and has been determined by the Board to be an “audit committee financial expert.”

Hans W. Kertess — Mr. Kertess has substantial executive experience in the investment management industry. He is the president of a financial advisory company, H. Kertess & Co. and a Senior Adviser of Royal Bank of Canada Capital Markets, and formerly served as a Managing Director of Royal Bank of Canada Capital Markets. He has significant expertise in the investment banking industry.

John C. Maney — Mr. Maney has substantial executive and board experience in the investment management industry. He has served in a variety of senior-level positions with investment advisory firms affiliated with the Manager. 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 Allianz Asset Management of America L.P., PIMCO’s U.S. parent company.

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 expertise 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. He is currentlyTrust and as an Advisory Director of an investment firm.

T. Matthew Buffington — is aco-founder and has been the Portfolio Manager of Dryden Capital, LLC since January 2013. Previously, Mr. Buffington was a research analyst at Southpoint Capital Advisors LP, a value-oriented equity investment firm with AUM of approximately $2 billion. Mr. Buffington was responsible for idea generation, investment research and portfolio monitoring across a variety of industries. Prior to joining Southpoint, Mr. Buffington worked at the private equity firm Clayton, Dubilier & Rice, LLC (“CD&R”), where he helped identify new private equity investments across a wide range of industries, advised portfolio companies as they explored strategic acquisitions and helped analyze performance. Prior to joining CD&R, Mr. Buffington worked in the Mergers & Acquisitions Group at Merrill Lynch where he advised in analyzing strategic alternatives, structuring transactions and determining valuation.

Board Committees and Meetings.

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”). Each Fund’s Audit Oversight Committee currently consists of Messrs. Gallagher, Jacobson, Kertess, Ogden, Rappaport and Ms. DeCotis, each of whom is an Independent Trustee. Mr. Jacobson 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 permittednon-audit services proposed

24


to be performed by those auditors on behalf of each Fund, and approvesnon-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 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 February 24, 2017,December 13, 2018, is attached to this Proxy Statement as Exhibit A. A report of the Audit Oversight Committee of each Fund, dated February 24, 2017,20, 2019, is attached to this Proxy Statement asExhibit C.

16


Nominating Committee. The Board of each Fund has established a Nominating Committee composed solely of Independent Trustees, currently consisting of Messrs. Buffington, Gallagher, Jacobson, Kertess, Ogden, Rappaport and Mses. Cogan and DeCotis. Ms. DeCotis.DeCotis serves as Chair of each Fund’s Nominating Committee. The 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 bere-elected. The Nominating Committee of each Fund has adopted a charter, which is attached to this Proxy Statement asExhibit B.

Each member of each Fund’s 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/Board Nominees. The Nominating Committee of each Fund requires that Trustee candidates have a college degree or equivalent business experience. When evaluating candidates, each Fund’s 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) shareholders of the Fund, and (v) any other source the Committee deems to

25


be appropriate. The 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 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 SponsoredClosed-End Funds,” which are set forth as Appendix B to the Funds’ Nominating Committee Charter, attached to this Proxy Statement asExhibit 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 Nominating Committee Charter for each Fund, which is attached to this Proxy Statement asExhibit B for details.

The 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 Nominating Committee takes diversity of a particular nominee and overall diversity of the Board into account when considering and evaluating nominees for Trustee. While the Committee has not adopted a particular definition of diversity, 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. Buffington, Gallagher, Jacobson, Kertess, Ogden and Rappaport and Ms.Mses. Cogan and DeCotis. Mr. Ogden isserves as the

26


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 on behalf of the Board in accordance with the Funds’ valuation procedures. The Valuation Oversight Committee of each Fund reviews and approves procedures for the fair valuation of the Fund’s portfolio securities and periodically reviews information from the Manager regarding fair value determinations made pursuant to Board-approved procedures, and makes related recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters. In certain circumstances as specified in the Funds’ valuation policies, the Valuation Oversight Committee may also determine the fair value of portfolio holdings after consideration of all relevant factors, which determinations shall be reported to the full Board.

17


Compensation Committee. The Board of each Fund has established a Compensation Committee currently consisting of Messrs. Buffington, Gallagher, Jacobson, Kertess, Ogden, Rappaport and Mses. Cogan and DeCotis. Ms. DeCotis.DeCotis serves as the Chair of each Fund’s Compensation Committee. The Compensation Committee meets as the Board deems necessary to review and make recommendations regarding compensation payable to the Trustees of the Fund who are not directors, officers, partners or employees of the Manager or any entity controlling, controlled by or under common control with the Manager.

Contracts Committee. The Board of each Fund has established a Contracts Committee currently consisting of Messrs. Buffington, Gallagher, Jacobson, Kertess, Ogden, Rappaport and Ms.Mses. Cogan and DeCotis. Ms. DeCotis isCogan serves as the 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 anysub-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.

Performance Committee. The Board has established a Performance Committee, which consists of Messrs. Buffington, Gallagher, Jacobson, Kertess, Ogden, Rappaport, Maney and DawsonFisher and Ms.Mses. Cogan and DeCotis. Mr. Rappaport isserves as the Chair of the 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 Funds’ Manager.

Board-Nominated Trustees Committee.The PerformanceBoard established a Board-Nominated Trustees Committee was established on March 23, 201726, 2019, which consists of Messrs. Gallagher, Jacobson, Kertess, Ogden, Rappaport, Maney and Fisher and Mses. Cogan and DeCotis. Ms. DeCotis is the Chair of the Board-Nominated Trustees Committee. The Board-Nominated Trustees Committee’s purpose is to handle these responsibilities that have been performedprovide a body pursuant to date bywhich the Board-Nominated Trustees may meet separately to consider and formulate recommendations for the full Board regarding (i) matters with respect to which Trustees who are not Board-Nominated Trustees may be deemed to have a conflict or potential conflict of interest, including, without limitation, conflicts involving affiliations with parties adverse to the Funds or Trustees in litigation or potential litigation and held its initial meeting in September 2017.(ii) other matters that may be deemed appropriate for separate consideration by the Board-Nominated Trustees.

27


Meetings. With respect to each Fund, during the fiscal year ended December 31, 2016,2018, the Board of Trustees held four regular meetings and onethree special meeting.meetings. The Audit Oversight Committee met in separate session sevensix times, the Nominating Committee met in separate session one time,two times, the Valuation Oversight Committee met in separate session fivefour times, the Compensation Committee met in separate session one time, the Contracts Committee met in separate session five times and the ContractsPerformance Committee met in separate session three times. The PerformanceBoard-Nominated Trustees Committee was established on March 23, 2017,26, 2019 and therefore did not meet during the fiscal year.year ended December 31, 2018. Each Trustee attended in person orvia teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for each Fund that were held during the fiscal year ended December 31, 2016.2018.

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 the Board to the attention of the Board of Trustees, [name of Fund], c/o Joshua D. Ratner, Vice President, Secretary and Chief Legal Officer (“CLO”),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 CLOSecretary of each Fund or hisher designee is responsible for reviewing properly submitted shareholder communications. The CLOSecretary 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 CLOSecretary determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The CLOSecretary 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

18


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, (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, or (iii) any shareholder proposal submitted pursuant to Rule14a-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.

28


Delinquent Section 16(a) Beneficial Ownership Reporting Compliance.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. These persons and entities are required by SEC regulation to furnish each Fund with copies of all such forms they file. Based solely on a review of these forms furnished to each Fundfiled 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. There-election of Messrs. Dawson and GallaherMs. DeCotis and the election of Ms. Cogan and Messrs. ManeyFisher and OgdenKertess to the BoardBoards of PMF, PCQ, PNF, PML, PCK and PNI 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. There-election of Ms. DeCotis and Mr. Dawson andJacobson or the election of Messrs. Maney and Ogdenthe Dryden Nominee to the Board 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 Preferred Shares Trustees at the Meeting, in person or by proxy. The election of Ms. Cogan and Messrs. Fisher and Rappaport to the Boards of PMX PZC and PYNPZC 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. There-election of Mr. Jacobson or the election of the Dryden Nominee to the Board of PMX and PZC 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 Preferred Shares 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 orre-elected, as applicable, as a Trustee.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL AND THE PROPOSALBOARD NOMINEES FOR EACH FUND.

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.

Funds

 

2919


Name,
Address

and Year of

 Birth

  Position(s)
Held
with Fund
  

Term of

Office and

Length of

Time Served+

  

Principal Occupation(s)

During the Past 5 Years

Peter G. StrelowEric D.

Johnson1(1)

1970

  President  Since 20142019            Executive Vice President, PIMCO. President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.

Ryan G.

Leshaw(1)

1980

Chief Legal

Officer

Since 2019Senior 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.

Keisha Audain-      

Pressley(2)

1975

Chief

Compliance

Officer

Since 2018Senior Vice President and Deputy Chief Compliance Officer, PIMCO. Chief Compliance Officer, PIMCO-Managed Funds.

Peter G.

Strelow(1)

1970

Senior Vice

President

Since 2019Managing Director andCo-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, PIMCOPIMCO.

Youse Guia1

1972

Chief
Compliance
Officer
Since 2014Executive Vice President and Deputy Chief Compliance Officer, PIMCO. Chief Compliance Officer, PIMCO-Managed Funds. Formerly, Head of Compliance, Allianz Global Investors U.S. Holdings LLC and Chief Compliance Officer of the Allianz Funds, Allianz Multi-Strategy Trust, Allianz Global Investors SponsoredClosed-End Funds, Premier Multi-Series VIT and The Korea Fund, Inc.

Joshua D.

Ratner2(2)

1976

  Senior Vice
President
Secretary
and Chief
Legal
Officer
  Since 20142019  Executive Vice President and Senior Counsel,Head of Americas Operations, PIMCO. Chief Legal Officer, PIMCO Investments LLC. Vice President, Secretary and Chief Legal Officer, PIMCO-Managed Funds. Vice President — Senior Counsel, Secretary, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.

30


Name,
Address

and Year of Birth

Position(s)
Held
with Fund

Term of

Office and

Length of

Time Served

Principal Occupation(s)

During the Past 5 Years

Ryan Leshaw1

1980

Assistant
Secretary
Since 2014Senior Vice President, and Senior Counsel, PIMCO. Assistant Secretary, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Associate, Willkie Farr & Gallagher LLP.

Wu-Kwan Kit1

1981

Assistant
Secretary
Since March 2017Vice President and Counsel, PIMCO. Assistant Secretary, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Assistant General Counsel, VanEck.

Stacie D.

Anctil1(1)

1969

  Vice
President
  Since 2015  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.

Eric D. Johnson2William G.

1970Galipeau(1)

1974

  Vice
President
  Since 20142017  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.

Bijal ParikhWu-Kwan Kit1(1)

19781981

  

Vice
President,

Senior Counsel

and Secretary

  Since 20172018  Senior Vice President and Senior Counsel, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF TrustSenior Counsel and PIMCO Equity Series.

31


Name,
Address

and Year of Birth

Position(s)
Held
with Fund

Term of

Office and

Length of

Time Served

Principal Occupation(s)

During the Past 5 Years

William G. Galipeau1

1974

TreasurerSince 2014Executive Vice President, PIMCO. Treasurer,Secretary, PIMCO-Managed Funds. Vice President,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.

Bradley A.

Todd(1)

1960

TreasurerSince 2019Senior Vice President, PIMCO. Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Consultant, EY.

20


 Year of

 Birth        

Position(s)
Held
with Fund

Term of

Office and

Length of

     Time Served+

Principal Occupation(s)

During the Past 5 Years

Erik C. Brown1(2)

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.

Laura Melman2Brandon T.

1966Evans(1)

1982

  

Assistant

Treasurer

  Since March2019Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.

Colleen Miller(2)

1980

Assistant

Treasurer

Since 2017  Senior 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.

Colleen MillerChristopher M.

Morin2(1)

1980

  

Assistant

Treasurer

  Since March 20172016  Senior 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. Formerly, Vice President Cohen & Steers Capital Management.

Christopher M. Morin1

1980

Assistant
Treasurer
Since 2016Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly, Vice President of Operations, Standard Life Investments USA; Assistant Vice President, Brown Brothers Harriman.

32


Name,
Address

and Year of Birth

Position(s)
Held
with Fund

Term of

Office and

Length of

Time Served

Principal Occupation(s)

During the Past 5 Years

Jason J. Nagler2(2)

1982

  

Assistant

Treasurer

  Since 2015  Senior 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. Formerly, Head of Mutual Fund Reporting, GMO, and Assistant Treasurer, GMO Trust and GMO Series Trust Funds.

Trent W. WalkerBijal Parikh1(1)

19741978

  

Assistant

Treasurer

  Since 20142019  ExecutiveSenior Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds. Treasurer,Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT.

Shwetha P. Shenoy(2)

1975

 

Assistant

Treasurer

Since 2019

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.

1 

The address of these officers is Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660.

2 

The address of these officers is Pacific Investment Management Company LLC, 1633 Broadway, New York, New York 10019.

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. Effective atThe Manager serves as the closeinvestment manager of business on September 5, 2014,the Funds. Subject to the supervision of the Board, 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, assumed responsibility as the investment manager to the Funds pursuant to a new investment management agreement (the “Agreement”) between each Fund and the Manager (the “Transition”). Under the Agreement, the Manager provides theday-to-day portfolio management services it provided to each Fund as itssub-adviser prior to the Transition and also assumed responsibility for the supervisory and administrative services previously provided by each Fund’s former investment manager, Allianz Global Investors Fund Management LLC (“AGIFM”). As part of the Transition, the Manager’s personnel replaced AGIFM personnel as officers of each Fund and in other roles to provide and/or oversee the administrative, accounting/financial reporting, compliance, legal, marketing, transfer agency, shareholder servicing and other services required for the daily

33


operations of the Funds.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, 20172019 for the Funds. PwC served as the independent registered public accounting firm of each Fund for the fiscal yearsyear ended December 31, 2016 for each Fund2018 and also serves as the independent registered public accounting firm of various other investment companies

21


for which the Manager serves as investment adviser. PwC is located at 300 Madison Avenue, New York, New York 10017. None of the Funds knows 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 Meetingvia 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 thepre-approval of audit and permittednon-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 andpre-approves proposed audit and permittednon-audit services to be performed by the independent registered public accounting firm on behalf of the Fund.

In addition, each Fund’s Audit Oversight Committeepre-approves at least annually any permittednon-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 Manager that provides ongoing services to the Fund (together, the “Accounting 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 notpre-approve all services provided by the independent registered public accounting firm to Accounting 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 Accounting Affiliates for such services.

Each Fund’s Audit Oversight Committee may also from time to timepre-approve individualnon-audit services to be provided to the Fund or an Accounting Affiliate that were notpre-approved as part of the annual process described above. A member of the Audit Oversight Committee to whom this

34


responsibility has been delegated (a “Designated Member”) may alsopre-approve these individualnon-audit services, provided that the fee for such services does not exceed apre-determined dollar threshold. Any suchpre-approval by the Designated Member is reported to the full Audit Oversight Committee for ratification at its next regularly scheduled meeting.

Thepre-approval policies provide for waivers of the requirement that the Audit Oversight Committeepre-approve permittednon-audit services provided to the Funds or their Accounting 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 full fiscal years and “stub” period (as applicable) 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               Fiscal Year Ended                   Audit Fees     

PMF

   December 31, 2016  $31,160   December 31, 2018  $42,453 
   December 31, 2015**  $28,712   December 31, 2017  $38,543 
   April 30, 2015  $28,960 

PCQ

   December 31, 2016  $31,160   December 31, 2018  $38,160 
   December 31, 2015**  $28,712 
   April 30, 2015  $28,445   December 31, 2017  $38,543 

PNF

   December 31, 2016  $25,840   December 31, 2018  $36,411 
   December 31, 2015**  $23,532   December 31, 2017  $33,223 
   April 30, 2015  $23,733 

PML

   December 31, 2016  $38,912   December 31, 2018  $51,357 
   December 31, 2015***  $36,260 
   May 31, 2015  $35,189   December 31, 2017  $46,295 

PCK

   December 31, 2016  $31,160   December 31, 2018  $42,453 
   December 31, 2015***  $28,712   December 31, 2017  $38,543 
   May 31, 2015  $28,548 

PNI

   December 31, 2016  $25,840   December 31, 2018  $36,411 
   December 31, 2015***  $23,532 
   May 31, 2015  $23,734   December 31, 2017  $33,223 

PMX

   December 31, 2016  $31,160   December 31, 2018  $42,453 
   December 31, 2015****  $21,534   December 31, 2017  $38,543 

PZC

  December 31, 2018  $38,160 
   September 30, 2015  $26,455   December 31, 2017  $34,743 

 

3522


Fund

  Fiscal Year Ended  Audit Fees 

PZC

   December 31, 2016  $27,360 
   December 31, 2015****  $18,759 
   September 30, 2015  $22,880 

PYN

   December 31, 2016  $23,560 
   December 31, 2015****  $15,984 
   September 30, 2015  $19,305 

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 full fiscal years and “stub” period (as applicable) 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’ Accounting 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, 2016  $9,500 
   December 31, 2015**  $8,584 
   April 30, 2015  $8,584 

PCQ

   December 31, 2016  $9,500 
   December 31, 2015**  $8,584 
   April 30, 2015  $8,583 

PNF

   December 31, 2016  $9,500 
   December 31, 2015**  $8,584 
   April 30, 2015  $8,583 

PML

   December 31, 2016  $9,500 
   December 31, 2015***  $8,584 
   May 31, 2015  $8,584 

PCK

   December 31, 2016  $9,500 
   December 31, 2015***  $8,584 
   May 31, 2015  $8,583 

PNI

   December 31, 2016  $9,500 
   December 31, 2015***  $8,584 
   May 31, 2015  $8,583 

PMX

   December 31, 2016  $9,500 
   December 31, 2015****  $8,584 
   September 30, 2015  $8,584 

Fund            

                 Fiscal Year Ended                  

 Audit-Related 

Fees

PMF

 December 31, 2018 $9,500  
  December 31, 2017 $9,500 

PCQ

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

PNF

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

PML

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

PCK

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

PNI

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

PMX

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

PZC

 December 31, 2018 $9,500 
  December 31, 2017 $9,500 

36


Fund

  Fiscal Year Ended  Audit-Related Fees 

PZC

   December 31, 2016  $9,500 
   December 31, 2015****  $8,584 
   September 30, 2015  $8,584��

PYN

   December 31, 2016  $9,500 
   December 31, 2015****  $8,584 
   September 30, 2015  $8,584 

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 and “stub” period 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’ Accounting Affiliates fortax-related services related directly to the operation and financial reporting of the Funds.

 

Fund

  Fiscal Year Ended   Tax Fees 

PMF

   December 31, 2016   $ 
   December 31, 2015**   $12,450 
   April 30, 2015   $15,450 

PCQ

   December 31, 2016   $ 
   December 31, 2015**   $12,450 
   April 30, 2015   $15,950 

PNF

   December 31, 2016   $ 
   December 31, 2015**   $12,450 
   April 30, 2015   $15,950 

PML

   December 31, 2016   $ 
   December 31, 2015***   $8,500 
   May 31, 2015   $15,950 

PCK

   December 31, 2016   $ 
   December 31, 2015***   $8,500 
   May 31, 2015   $15,450 

PNI

   December 31, 2016   $ 
   December 31, 2015***   $8,500 
   May 31, 2015   $15,450 

PMX

   December 31, 2016   $ 
   December 31, 2015****   $7,500 
   September 30, 2015   $19,700 

PZC

   December 31, 2016   $ 
   December 31, 2015****   $7,500 
   September 30, 2015   $18,700 

Fund    

                Fiscal Year Ended                       Tax Fees      

PMF

December 31, 2018  $—  
December 31, 2017  $1,300

PCQ

December 31, 2018  $—  
December 31, 2017  $1,300

PNF

December 31, 2018  $—  
December 31, 2017  $1,300

PML

December 31, 2018  $—  
December 31, 2017  $1,300

PCK

December 31, 2018  $—  
December 31, 2017  $1,300

PNI

December 31, 2018  $—  
December 31, 2017  $1,300

PMX

December 31, 2018  $—  
December 31, 2017  $1,300

PZC

December 31, 2018  $—  
December 31, 2017  $1,300

 

3723


Fund

  Fiscal Year Ended   Tax Fees 

PYN

   December 31, 2016   $ 
   December 31, 2015****   $7,500 
   September 30, 2015   $15,450 

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, and “stub” period (as applicable), no such fees were billed by PwC to the Fund or the Fund’s Accounting 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.

AggregateNon-Audit Fees. The aggregatenon-audit fees billed by PwC, during each Fund’s last two fiscal years and “stub period” (as applicable) as reflected below, for services rendered to each Fund and the Fund’s Accounting Affiliates are shown in the table below.

 

Fund

 Fiscal Year Ended Aggregate Non-Audit
Fees for Fund
 Non-Audit Fees for
Accounting  Affiliates
 Aggregate
Non-Audit Fees*
  

Fiscal Year Ended

 

            Aggregate Non-Audit         

Fees for Fund

 

Non-Audit Fees for

                  Accounting Affiliates                   

 

Aggregate

                  Non-Audit Fees*              

PMF

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015**  $21,034  $9,180,305  $9,201,339  December 31, 2017 $10,800 $6,271,517 $6,282,317
  April 30, 2015  $24,034  $9,379,621  $9,403,655 

PCQ

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015**  $21,034  $9,180,305  $9,201,339 
  April 30, 2015  $24,533  $9,379,621  $9,404,154  December 31, 2017 $10,800 $6,271,517 $6,282,317

PNF

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015**  $21,034  $9,180,305  $9,201,339  December 31, 2017 $10,800 $6,271,517 $6,282,317
  April 30, 2015  $24,533  $9,379,621  $9,404,154 

PML

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015***  $17,084  $9,180,305  $9,197,389 
  May 31, 2015  $24,534  $9,379,621  $9,404,155  December 31, 2017 $10,800 $6,271,517 $6,282,317

PCK

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015***  $17,084  $9,180,305  $9,197,389  December 31, 2017 $10,800 $6,271,517 $6,282,317
  May 31, 2015  $24,033  $9,379,621  $9,403,654 

PNI

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015***  $17,084  $9,180,305  $9,197,389 
  May 31, 2015  $24,033  $9,379,621  $9,403,654  December 31, 2017 $10,800 $6,271,517 $6,282,317

PMX

  December 31, 2016  $9,500  $6,210,720  $6,220,220  December 31, 2018 $9,500 $8,437,919 $8,447,419
  December 31, 2015****  $16,084  $9,180,305  $9,196,389  December 31, 2017 $10,800 $6,271,517 $6,282,317

PZC

 December 31, 2018 $9,500 $8,437,919 $8,447,419
  September 30, 2015  $28,284  $9,861,441  $9,889,725  December 31, 2017 $10,800 $6,271,517 $6,282,317

*Includes the sum of the AggregateNon-Audit Fees for Fund and theNon-Audit Fees for Accounting Affiliates as noted in the columns to the left.

38


Fund

 Fiscal Year Ended  Aggregate Non-Audit
Fees for Fund
  Non-Audit Fees for
Accounting  Affiliates
  Aggregate
Non-Audit Fees*
 

PZC

  December 31, 2016  $9,500  $6,210,720  $6,220,220 
  December 31, 2015****  $16,084  $9,180,305  $9,196,389 
  September 30, 2015  $27,284  $9,861,441  $9,888,725 

PYN

  December 31, 2016  $9,500  $6,210,720  $6,220,220 
  December 31, 2015****  $16,084  $9,180,305  $9,196,389 
  September 30, 2015  $24,034  $9,861,441  $9,885,475 

*Includes the sum of the AggregateNon-Audit Fees for Fund and theNon-Audit Fees for Accounting Affiliates as noted in the columns to the left.
**On December 16, 2014, the Board approved a change of PMF’s, PCQ’s and PNF’s fiscal year end from April 30 to December 31. Information is provided for the “stub” period from May 1, 2015 through each Fund’s new fiscal year end of December 31, 2015.
***On December 16, 2014, the Board approved a change of PML’s, PCK’s and PNI’s fiscal year end from May 31 to December 31. Information is provided for the “stub” period from June 1, 2015 through the Fund’s new fiscal year end of December 31, 2015.
****On December 16, 2014, the Board approved a change of PMX’s, PZC’s and PYN’s fiscal year end from September 30 to December 31. Information is provided for the “stub” period from October 1, 2015 through the Fund’s new fiscal year end of December 31, 2015.

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,
2016)
  PCQ
(Fiscal Year
Ended
December 31,
2016)
  PNF
(Fiscal Year
Ended
December 31,
2016)
  PML
(Fiscal Year
Ended
December 31,
2016)
  PCK
(Fiscal Year
Ended
December 31,
2016)
  PNI
(Fiscal Year
Ended
December 31,
2016)
 

Audit Fees

 $31,160  $31,160  $25,840  $38,912  $31,160  $25,840 

Audit-Related Fees

 $9,500  $9,500  $9,500  $9,500  $9,500  $9,500 

Tax Compliance/Tax Return Preparation Fees

 $0  $0  $0  $0  $0  $0 

All Other Fees

 $0  $0  $0  $0  $0  $0 

Percentage of Total Fees attributable to All Other Fees

  0  0  0  0  0  0

   

PMF

(Fiscal

Year Ended
December

31, 2018)

 

PCQ

(Fiscal

Year Ended
December

31, 2018)

 

PNF

(Fiscal

Year Ended

December

31, 2018)

 

PML

(Fiscal

Year Ended

December

31, 2018)

 

PCK

(Fiscal

Year Ended

December

31, 2018)

 

PNI

(Fiscal

Year Ended

December

31, 2018)

 

PMX

(Fiscal

Year Ended
December

31, 2018)

 

PZC

(Fiscal

Year Ended
December

31, 2018)

   

Audit Fees

 

  $ 42,453      $ 38,160      $ 36,411      $ 51,357      $ 42,453      $ 36,411      $ 42,453      $ 38,160    
   
Audit-Related Fees  $9,500    $9,500    $9,500    $9,500    $9,500    $9,500    $9,500    $9,500  
   
Tax Compliance/ Tax Return Preparation Fees  $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0 
   
All Other Fees  $ 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% 

39


    PMX
(Fiscal Year
Ended
December 31,
2016)
  PZC
(Fiscal Year
Ended
December 31,
2016)
  PYN
(Fiscal Year
Ended
December 31,
2016)
 

Audit Fees

  $31,160  $27,360  $23,560 

Audit-Related Fees

  $9,500  $9,500  $9,500 

Tax Compliance/Tax Return Preparation Fees

  $0  $0  $0 

All Other Fees

  $0  $0  $0 

Percentage of Total Fees attributable to All Other Fees

   0  0  0

Each Fund’s Audit Oversight Committee has determined that the provision by PwC ofnon-audit services to the Fund’s Accounting Affiliates that were notpre-approved by the Committee was compatible with maintaining the independence of PwC as the Fund’s principal auditors.

Effective at the close of business on September 5, 2014, pursuant to its Investment Management Agreement with the Funds, PIMCO began bearing Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees with respect to the Funds under its new investment management agreement with the Funds. These fees were borne by the Funds for periods prior to September 5, 2014.

24


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 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 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

40


with the Funds. Any proposals properly 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 a Fund has received sufficient votes to approve a matter being recommended for approval by the Fund’s Board, the Fund may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of brokernon-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 “brokernon-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 brokernon-votes will have no effect onnot be counted towards the outcomeachievement of such a Proposal.plurality of votes cast for a nominee.

Reports to Shareholders. Below are the dates on or about which the Annual Reports to Shareholders for the most recently completed fiscal year of each Fund were 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

PZC

  March 10, 201714, 2019

Additional copies of the Funds’ Annual Reports and Semi-Annual Reports may be obtained without charge from the Funds bycalling1-(844)-337-4626 or by visiting the Funds’ website at pimco.com/closedendfunds.

Shareholder Proposals for the Annual Meeting held during the 20182020 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 2018.2020. Proposals of Shareholders intended to be presented at that annual meeting of each Fund must be received by each Fund no later than July 6, 201815, 2020 for inclusion in each Fund’s proxy statement and proxy cards relating to

41


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 20182020 fiscal year (i.e., other than those to be included in 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

25


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 1917 anniversary of this year’s meeting, such proposals must be received no earlier than September 4, 201813, 2020 and no later than September 19, 201828, 2020 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.

October 23, 2017November 1, 2019

 

4226


Exhibit A to Proxy Statement

PIMCO SponsoredClosed-End Funds

Audit Oversight Committee Charter

(Adopted as of January 14, 2004,

as amended through February 24, 2017)December 13, 2018)

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, 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.

43


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. One or more members of the Committee may be designated by the Board as the Committee’s chairman orco- chairman, as the case may be.

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)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.

A-1


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 permittednon-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,

44


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 permittednon-audit services rendered by the independent auditors to the Fund and (ii) allnon-audit services rendered by the independent auditors to the Fund’s investment advisers (includingsub-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 permittednon-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 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

45


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.

A-2


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., acase-by-case review is not required) and need not discuss in advance each such release of information.

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 improprieties or suspected improprieties in the Fund’s accounting operations or financial reporting.

46


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.

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.

 

47A-3


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.

 

48A-4


Appendix A

Funds Subject to this Charter

(As of September 5, 2014)December 13, 2018)

PCM Fund, Inc. (PCM)

PIMCO Municipal Income (PMF)

PIMCO Municipal Income II (PML)

PIMCO Municipal Income III (PMX)

PIMCO California Municipal Income (PCQ)

PIMCO California Municipal Income II (PCK)

PIMCO California Municipal Income III (PZC)

PIMCO New York Municipal Income (PNF)

PIMCO New York Municipal Income II (PNI)

PIMCO New York Municipal Income III (PYN)

PIMCO Corporate and Income Strategy (PCN)

PIMCO Corporate and Income Opportunity (PTY)

PIMCO High Income (PHK)

PIMCO Income Strategy (PFL)

PIMCO Income Strategy II (PFN)

PIMCO Income Opportunity (PKO)

PIMCO Global StocksPLUS & Income (PGP)

PIMCO Strategic Income Fund, Inc. (RCS)

PIMCO Dynamic Income (PDI)

PIMCO Dynamic Credit and Mortgage Income Fund (PCI)

PIMCO Energy and Tactical Credit Opportunities Fund (NRGX)

 

49A-5


Exhibit B to Proxy Statement

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 Nominating Committee (the “Committee”) of each Board.

Statement of Purpose and Responsibility

The primary purpose and responsibility of each Committee is the screening and nomination of candidates for election to the Board as independent Directors/Trustees.

Organization and Governance

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, 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.

One or more members of a Committee may be designated by the Board as the Committee’s chairman or co-chairman, as the case may be.

A Committee will not have regularly scheduled meetings. Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with the Fund’s Bylaws.

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.

50


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 orsub- 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.

Consideration of Candidates Recommended By Shareholders

A 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) andAppendix 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 withAppendix A orAppendix B (as applicable) will not be considered by the Committee).

B-1


Recommendation of Candidates to the Board

A Committee will recommend to the Board the Directors/Trustees candidates that it deems qualified to serve as independent directors/trustees on the Board. To the extent practicable, the Committee will rank such potential nominees for the Board in order of preference.

 

51B-2


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.

A 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),

52


(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.

 

53B-3


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

54


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.

 

55B-4


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 24, 201720, 2019

The Audit Oversight Committees (the “Committee”) oversee the Funds’ financial reporting process on behalf of the Board of Trustees of each Fund (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, 20162018 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, 2016.2018. 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.

56


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 each Fund and, to the extent applicable with respect to each Fund’s reporting period, fornon-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 suchnon-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, 20162018 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, 2017.2019.

Submitted by the Audit Oversight Committee of the Board of Trustees:

Sarah E. Cogan

Deborah A. DeCotis,

Bradford K. Gallagher,

James A. Jacobson,

Hans W. Kertess,

William B. Ogden, IV and

Alan Rappaport

 

57C-1


 

 

 

CEF_PROXY_101717

CEF_SPPROXY_ 121719


FORM OF PROXY CARD (PMF, PCQ, PNF, PML, PCK, PNI) 

    

LOGO

 

 

 

 

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THEOWN.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!

LOGO

 

LOGO

 

PIMCO MUNICIPAL INCOME FUND

 [FUND NAME]COMMONPREFERRED SHARES

 

LOGO

LOGOLOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 201717, 2019

The undersigned holder of commonpreferred shares of PIMCO Municipal Income Fund,[FUND], a Massachusetts business trust (the “Fund”), hereby appoints William[Eric D. Johnson and Ryan G. Galipeau, Joshua D. Ratner and Peter G. Strelow,Leshaw], 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, at 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 201717, 2019 beginning at 10:3011:00 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 the accompanying Proxy Statement dated October 23, 2017.November [1], 2019. 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.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 19, 2017. 17, 2019.The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 20162018 for PIMCO Municipal Income Fund[FUND] are also available atpimcopimco.com/closedendfunds..com/closedendfunds.

 

    

    [PROXY ID NUMBER HERE]

    

  

    

[BAR CODE HERE]

  

    

[CUSIP HERE]    


FORM OF PROXY CARD (PMF, PCQ, PNF, PML, PCK, PNI) 

PIMCO MUNICIPAL INCOME [FUND NAME] COMMONPREFERRED 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.

LOGO

 

 

SIGNATURE (AND TITLE IF APPLICABLE)  DATE        

SIGNATURE (IF HELD JOINTLY)  DATE
 

 

 

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

 

   FOR  FORWITHHOLDWITHHOLD  

 PROPOSAL

PROPOSAL
A.

A.      

Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

1.Nominees:

(01) Bradford K. GallagherSarah E. Cogan

  O  O

(02) William B. Ogden, IVJames A. Jacobson

  O  O

(03) Craig A DawsonHans W. Kertess

  O  O

(04) John C. ManeyDeborah A. DeCotis

  O  O

(05) David N. Fisher

  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.

 

   

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]    


FORM OF PROXY CARD (PMF, PCQ, PNF, PML, PCK, PNI) 

    

LOGO

 

 

 

 

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 TIMETO READ THE PROXY STATEMENT AND CASTYOUR PROXY VOTE TODAY!

LOGO

 

LOGO

 

PIMCO MUNICIPAL INCOME FUND

 [FUND NAME]PREFERREDCOMMON SHARES

 

LOGO

LOGOLOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 201717, 2019

The undersigned holder of preferredcommon shares of PIMCO Municipal Income Fund,[FUND], a Massachusetts business trust (the “Fund”), hereby appoints William[Eric D. Johnson and Ryan G. Galipeau, Joshua D. Ratner and Peter G. Strelow,Leshaw], 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, at 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 201717, 2019 beginning at 10:3011:00 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 the accompanying Proxy Statement dated October 23, 2017.November [1], 2019. 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.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 19, 2017. 17, 2019.The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 20162018 for PIMCO Municipal Income Fund[FUND] are also available atpimcopimco.com/closedendfunds..com/closedendfunds.

 

    

    [PROXY ID NUMBER HERE]

    

  

    

[BAR CODE HERE]

  

    

[CUSIP HERE]    


FORM OF PROXY CARD (PMF, PCQ, PNF, PML, PCK, PNI)  

PIMCO MUNICIPAL INCOME FUND[FUND]PREFERREDCOMMON 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.

LOGO

 

 

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

PROPOSAL
A.

A.      

Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

1.Nominees:

(01) Bradford K. GallagherSarah E. Cogan

  O  O

(02) William B. Ogden, IVHans W. Kertess

  O  O

(03) CraigDeborah A. DawsonDeCotis

  O  O

(04) John C. ManeyDavid N. Fisher

  O  O

2.

  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.

 

   

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]    


FORM OF PROXY CARD (PMX, PZC) 

    

LOGO

 

 

 

 

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THEOWN.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!

LOGO

 

LOGO

 

PIMCO CALIFORNIA MUNICIPAL INCOME FUND

 [FUND NAME]COMMONPREFERRED SHARES

 

LOGO

LOGOLOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 201717, 2019

The undersigned holder of commonpreferred shares of PIMCO California Municipal Income Fund,[FUND], a Massachusetts business trust (the “Fund”), hereby appoints William[Eric D. Johnson and Ryan G. Galipeau, Joshua D. Ratner and Peter G. Strelow,Leshaw], 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, at 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 201717, 2019 beginning at 10:3011:00 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 the accompanying Proxy Statement dated October 23, 2017.November [1], 2019. 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.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 19, 2017. 17, 2019.The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 20162018 for PIMCO California Municipal Income Fund[FUND] are also available atpimcopimco.com/closedendfunds..com/closedendfunds.

 

    

    [PROXY ID NUMBER HERE]

    

  

    

[BAR CODE HERE]

  

    

[CUSIP HERE]    


FORM OF PROXY CARD (PMX, PZC) 

PIMCO CALIFORNIA MUNICIPAL INCOME [FUND NAME] COMMONPREFERRED 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.

LOGO

 

 

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

PROPOSAL
A.

A.      

Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

1.Nominees:

(01) Bradford K. GallagherSarah E. Cogan

  O  O

(02) William B. Ogden, IVJames A. Jacobson

  O  O

(03) Craig A DawsonAlan Rappaport

  O  O

(04) John C. ManeyDavid N. Fisher

  O  O

2.

  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.

 

   

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]    


FORM OF PROXY CARD (PMX, PZC) 

    

LOGO

 

 

 

 

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THEOWN.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!

LOGO

 

LOGO

 

PIMCO CALIFORNIA MUNICIPAL INCOME FUND

 [FUND NAME]PREFERREDCOMMON SHARES

 

LOGO

LOGOLOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 201717, 2019

The undersigned holder of preferredcommon shares of PIMCO California Municipal Income Fund,[FUND], a Massachusetts business trust (the “Fund”), hereby appoints William[Eric D. Johnson and Ryan G. Galipeau, Joshua D. Ratner and Peter G. Strelow,Leshaw], 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, at 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 201717, 2019 beginning at 10:3011:00 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 the accompanying Proxy Statement dated October 23, 2017.November [1], 2019. 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.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 19, 2017.17, 2019.The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 20162018 for PIMCO California Municipal Income Fund[FUND] are also available atpimcopimco.com/closedendfunds..com/closedendfunds.

 

    

    [PROXY ID NUMBER HERE]

    

  

    

[BAR CODE HERE]

  

    

[CUSIP HERE]    


FORM OF PROXY CARD (PMX, PZC) 

PIMCO CALIFORNIA MUNICIPAL INCOME FUND[FUND]PREFERREDCOMMON 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.

LOGO

 

 

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

PROPOSAL
A.

A.      

Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

1.Nominees:

(01) Bradford K. GallagherSarah E. Cogan

  O  O

(02) William B. Ogden, IVAlan Rappaport

  O  O

(03) Craig A. DawsonDavid N. Fisher

  O  O

(04) John C. Maney

2.

  OO

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.

 

   

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]    


LOGO

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!

LOGO

PIMCO NEW YORK MUNICIPAL INCOME FUND – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO New York Municipal Income Fund, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO New York Municipal Income Fund are also available at pimco.com/closedendfunds.

    [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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO NEW YORK MUNICIPAL INCOME FUND – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO New York Municipal Income Fund, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO New York Municipal Income Fund are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO MUNICIPAL INCOME FUND II – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO Municipal Income Fund II are also available at pimco.com/closedendfunds.

    [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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO MUNICIPAL INCOME FUND II – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO Municipal Income Fund II are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO CALIFORNIA MUNICIPAL INCOME FUND II – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO California Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO California Municipal Income Fund II are also available at pimco.com/closedendfunds.

    [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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO CALIFORNIA MUNICIPAL INCOME FUND II – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO California Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO California Municipal Income Fund II are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO CALIFORNIA 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO NEW YORK MUNICIPAL INCOME FUND II – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO New York Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO New York Municipal Income Fund II are also available at pimco.com/closedendfunds.

    [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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO NEW YORK MUNICIPAL INCOME FUND II – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO New York Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO New York Municipal Income Fund II are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO NEW YORK 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Bradford K. Gallagher

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO MUNICIPAL INCOME FUND III – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO Municipal Income Fund III, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO Municipal Income Fund III are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO MUNICIPAL INCOME FUND III – 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Deborah A. DeCotis

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO MUNICIPAL INCOME FUND III – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO Municipal Income Fund III, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO Municipal Income Fund III are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO MUNICIPAL INCOME FUND III – 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Deborah A. DeCotis

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO CALIFORNIA MUNICIPAL INCOME FUND III – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO California Municipal Income Fund III, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO California Municipal Income Fund III are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO CALIFORNIA MUNICIPAL INCOME FUND III – 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

��       

(01) Deborah A. DeCotis

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO CALIFORNIA MUNICIPAL INCOME FUND III – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO California Municipal Income Fund III, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO California Municipal Income Fund III are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO CALIFORNIA MUNICIPAL INCOME FUND III – 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Deborah A. DeCotis

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO NEW YORK MUNICIPAL INCOME FUND III – COMMON SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of common shares of PIMCO New York Municipal Income Fund III, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO New York Municipal Income Fund III are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO NEW YORK MUNICIPAL INCOME FUND III – 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Deborah A. DeCotis

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]    


LOGO

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!

LOGO

PIMCO NEW YORK MUNICIPAL INCOME FUND III – PREFERRED SHARES

LOGO

LOGO

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 19, 2017

The undersigned holder of preferred shares of PIMCO New York Municipal Income Fund III, a Massachusetts business trust (the “Fund”), hereby appoints William G. Galipeau, Joshua D. Ratner and Peter G. Strelow, 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, 1633 Broadway, between West 50thand West 51stStreets, 42nd Floor, New York, New York 10019, on December 19, 2017 beginning at 10:30 A.M. Eastern Time, and any adjournment(s) or postponement(s) thereof; and (ii) to 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 October 23, 2017. 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 19, 2017. The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2016 for PIMCO New York Municipal Income Fund III are also available at pimco.com/closedendfunds.

    [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]    


PIMCO NEW YORK MUNICIPAL INCOME FUND III – 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.

LOGO

SIGNATURE (AND TITLE IF APPLICABLE)DATE            
SIGNATURE (IF HELD JOINTLY)DATE

TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑

FORWITHHOLD
PROPOSAL

A.      Election of Trustees — The Board of Trustees urges you to voteFOR the election of the Nominees.

1.       Nominees:

(01) Deborah A. DeCotis

OO

(02) William B. Ogden, IV

OO

(03) Craig A. Dawson

OO

(04) John C. Maney

OO

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]