SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☑                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

PIMCO Energy and Tactical Credit Opportunities Fund (“NRGX”)

PIMCO Strategic Income Fund, Inc. (“RCS”)

PIMCO Global StocksPLUS & Income Fund (“PGP”)

PIMCO High Income Fund (“PHK”)

PIMCO Dynamic Income Fund (“PDI”)

PIMCO Income Strategy Fund (“PFL”)

PIMCO Income Strategy Fund II (“PFN”)

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 29, 202028, 2021

PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND (“NRGX”)

PIMCO STRATEGIC INCOME FUND, INC. (“RCS”)

PIMCO GLOBAL STOCKSPLUS & INCOME FUND (“PGP”)

PIMCO HIGH INCOME FUND (“PHK”)

PIMCO DYNAMIC INCOME FUND (“PDI”)

PIMCO INCOME STRATEGY FUND (“PFL”)

PIMCO INCOME STRATEGY FUND II (“PFN”)

650 Newport Center Drive

Newport Beach, California 92660

To the Shareholders of PIMCO EnergyNRGX, RCS, PGP, PHK, PDI, PFL and Tactical Credit Opportunities Fund (“NRGX”), PIMCO Strategic Income Fund, Inc. (“RCS”), PIMCO Global StocksPlus & Income Fund (“PGP”), PIMCO High Income Fund (“PHK”), PIMCO Dynamic Income Fund (“PDI”), PIMCO Income Strategy Fund (“PFL”) and PIMCO Income Strategy Fund II (“PFN”)PFN (each, a “Fund” and, collectively, the “Funds”):

Notice is hereby given that a Joint Annual Meeting of Shareholders of each Fund (the “Meeting”) will be held at the offices of Pacific Investment Management Company LLC (“PIMCO” or the “Manager”), at 650 Newport Center Drive, Newport Beach, California 92660, on Monday, June 29, 2020,28, 2021, with the Meeting to be held at 8:9:00 A.M. Pacific Time, for the following purposes, which are more fully described in the accompanying Proxy Statement:¹

PIMCO is sensitive to the health and travel concerns of the Funds’ shareholders and the evolving recommendations from public health officials. Due to the difficulties arising from the coronavirus known asCOVID-19, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the Funds will issue a press release announcing the change and file the announcement on the Securities and Exchange Commission’s (the “SEC”) EDGAR system, among other steps, but may not deliver additional soliciting materials to shareholders or otherwise amend the Funds’ proxy materials. Although no decision has been made, theThe Funds may consider imposing additional procedures or limitations on Meeting attendees or conducting the Meeting as a “virtual” shareholder meeting through the internet or other electronic means in lieu of anin-person meeting, subject to any restrictions imposed by applicable law. If the Meeting will be held virtually in whole or in part, a Fund will notify its shareholders of such plans in a timely manner and disclose clear directions as to the logistical details of the “virtual” meeting, including how shareholders can remotely access, participate in and vote at such meeting. The Funds plan to announce these changes, if any, atpimco.com/en-us/our-firm/press-release,closedendfunds, and encourage you to check this website prior to the Meeting if you plan to attend.

If you are planning to attend the Meeting in-person, please call (866) 416-0559 in advance.

The Board of Trustees of each Fund has fixed the close of business on April 30, 202029, 2021 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.

Newport Beach, California

May 15, 202018, 2021

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 ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND (“NRGX”)

PIMCO STRATEGIC INCOME FUND, INC. (“RCS”)

PIMCO GLOBAL STOCKSPLUS & INCOME FUND (“PGP”)

PIMCO HIGH INCOME FUND (“PHK”)

PIMCO DYNAMIC INCOME FUND (“PDI”)

PIMCO INCOME STRATEGY FUND (“PFL”)

PIMCO INCOME STRATEGY FUND II (“PFN”)

650 Newport Center Drive

Newport Beach, California 92660

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 202028, 2021

This Proxy Statement and the Annual Reports to Shareholders for the fiscal year ended June 30, 20192020 for NRGX, RCS, PGP and PDI and for the fiscal year ended July 31, 20192020 for PHK, PFL and PFN are also available atpimco.com/closedendfunds.

PROXY STATEMENT

May 15, 202018, 2021

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 29, 202028, 2021

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Boards of Trustees/Directors¹ (each a “Board”) of the shareholders of each of PIMCO EnergyNRGX, RCS, PGP, PHK, PDI, PFL and Tactical Credit Opportunities Fund (“NRGX”), PIMCO Strategic Income Fund, Inc. (“RCS”), PIMCO Global StocksPLUS & Income Fund (“PGP”), PIMCO High Income Fund (“PHK”), PIMCO Dynamic Income Fund (“PDI”), PIMCO Income Strategy Fund (“PFL”) and PIMCO Income Strategy Fund II (“PFN”)PFN (each, a “Fund” and, collectively, the “Funds”) of proxies to be voted at the Joint Annual Meeting of Shareholders of each Fund and any adjournment(s) or postponement(s) thereof. The term “Meeting” is used throughout this joint Proxy Statement to refer to the Annual

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proxies to be voted at the Joint Annual Meeting of Shareholders of each Fund and any adjournment(s) or postponement(s) thereof. The term “Meeting” is used throughout this joint Proxy Statement to refer to the Annual Meeting of Shareholders of each Fund, as dictated by the context. The Meeting will be held at the offices of Pacific Investment Management Company LLC (“PIMCO” or the “Manager”), at 650 Newport Center Drive, Newport Beach, California 92660, on Monday, June 29, 2020,28, 2021, at 8:9:00 A.M. Pacific Time. The principal executive offices of the Funds are located at 1633 Broadway, between West 50^th and West 51^st Streets, 42^nd Floor, New York, New York 10019.

The Notice of Joint Annual Meeting of Shareholders (the “Notice”), this Proxy Statement and the enclosed proxy cards are first being sent to Shareholders on or about May 21, 2020.24, 2021.

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 common shares and preferred shares of PFL, PFN and PHK (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 the applicable proposal set forth herein (the “Proposal”) and on any other matters that may properly be presented for vote by the Shareholders of that Fund. The outcome of voting by the Shareholders of one Fund does not affect the outcome for the other Funds.

The Board of each Fund has fixed the close of business on April 30, 202029, 2021 as the record date (the “Record Date”) for the determination of Shareholders of each Fund entitled to notice of, and to vote at, the Meeting. The Shareholders of each Fund on the Record Date will be entitled to one vote per share on each matter to which they are entitled to vote and that is to be voted on by Shareholders of the Fund, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Trustees. The following table sets forth the number of common shares (“Common Shares”) and preferred shares (“Preferred Shares” and, together with the Common Shares, the “Shares”) issued and outstanding of each Fund at the close of business on the Record Date:

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

AtThe following table sets forth the Meeting, the electionnumber of one Trustee (the “Preferred Shares Trustee”)record holders of each class of PFL, PHK and PFN will be votedshares of the Funds on exclusively by the Preferred Shareholders of that Fund voting as a separate class. Record Date:

On each other proposal to be brought before the Meeting (including the election of the nominees other than the Preferred Shares Trustees (as defined below) by all Shareholders), the Preferred Shareholders, if any, will have equal voting rights (i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class.class, except that the re-election of one Trustee (Alan Rappaport)of each of PFL and PFN will be voted on exclusively by the Preferred Shareholders of that Fund voting as a separate class (the “Preferred Shares Trustee”). As summarized in the table below:

NRGX:

The Common Shareholders of NRGX, voting as a single class, have the right to vote on the electionre-election of Sarah E. Cogan, Joseph B. Kittredge, Jr., John C. ManeyDeborah A. DeCotis, David N. Fisher and William B. Ogden, IVHans W. Kertess as Trustees of NRGX.

RCS:

The Common Shareholders of RCS, voting as a single class, have the right to vote on the electionre-election of Joseph B. Kittredge, Jr.Deborah A. DeCotis, David N. Fisher and there-election of James A. Jacobson and Hans W. KertessAlan Rappaport as Directors of RCS.

PGP:

The Common Shareholders of PGP, voting as a single class, have the right to vote on the electionre-election of JosephDavid N. Fisher, Hans W. Kertess and William B. Kittredge, Jr. and there-election of Sarah E. Cogan, Deborah A. DeCotis and Alan RappaportOgden as Trustees of PGP.

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PFL:

The Common and Preferred Shareholders of PFL, voting together as a single class, have the right to vote on the electionre-election of Joseph B. Kittredge, Jr. and there-election of Sarah E. Cogan and William B. Ogden, IVJohn C. Maney as TrusteesTrustee of PFL; and the Preferred Shareholders of PFL, voting as a separate class, have the right to vote on there-election of Hans W. KertessAlan Rappaport as a Trustee of PFL.³

PFN:

The Common and Preferred Shareholders of PFN, voting together as a single class, have the right to vote on there-election of James A. Jacobson, Hans W. KertessDavid N. Fisher and John C. ManeyWilliam B. Ogden as Trustees of PFN; and the Preferred

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Shareholders of PFN, voting as a separate class, have the right to vote on the electionre-election of Joseph B. Kittredge, Jr.Alan Rappaport as a Trustee of PFN.⁴

PHK:

The Common and Preferred Shareholders of PHK, voting together as a single class, have the right to vote on the electionre-election of Deborah A. DeCotis, Hans W. Kertess and Joseph B. Kittredge, Jr. and there-election of David N. Fisher and James A. Jacobson as Trustees of PHK; and the Preferred Shareholders of PHK, voting as a separate class, have the right to vote on there-election of Sarah E. Cogan as a Trustee of PHK.³

PDI:

The Common Shareholders of PDI, voting as a single class, have the right to vote on the electionre-election of Joseph B. Kittredge, Jr.Sarah E. Cogan, Deborah A. DeCotis and there-election of David N. Fisher and James A. JacobsonHans W. Kertess as Trustees of PDI.

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Summary

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You may vote by mail by returning a properly executed proxy card, by internet by going to the website listed on the proxy card, by telephone using the toll-free number listed on the proxy card, or in person by attending the Meeting.

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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-election of 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 650 Newport Center Drive, Newport Beach, CA 92660, (ii) by properly executing and timely submitting a later-dated proxy vote, or (iii) by attending the Meeting and voting in person. PleaseIf you are planning to attend the Meeting in-person, please call (866) 1-866-416-0559416-0559 in advance. You may also call this phone number for information on how to obtain directions to be able to attend the Meeting and vote in person or for information or assistance regarding how to vote by telephone, mail or by internet. Please note that any shareholder wishing to attend the Meeting in-person is required to comply with any health regulations adopted by federal, state and local governments and PIMCO. If any proposal, other than the Proposal set forth herein, properly comes before the Meeting, the persons named as proxies will vote in their sole discretion.

The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. PIMCO serves as the investment manager of each Fund. Additional information regarding the Manager may be found under “Additional Information — Investment Manager” below.

The solicitation will be primarily by mail and by telephone and the cost of soliciting proxies for each Fund will be borne by PIMCO. Certain officers of the

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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. Anyout-of-pocket expenses incurred in connection with the solicitation will be borne by PIMCO.

Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more Shareholders share that address and 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, 650 Newport Center Drive, Newport Beach, California 92660, or by calling (866) 1-866-416-0559416-0559 on any business day.

As of the Record Date, the Trustees, nominees and the officers of each Fund as a group and individually beneficially owned less than one percent (1%) of

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each Fund’s outstanding Shares. ToAs of the Record Date, to the knowledge of the Funds, other than as set forth below, no person beneficially owned more than five percent (5%) of the outstanding shares of a Fund:

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PROPOSAL: ELECTION OF TRUSTEES

In accordance with NRGX’s, PGP’s, PHK’s, PDI’s, PFL’s and PFN’s Amended and Restated Agreement and Declaration of Trust (each, a “Declaration”) and RCS’s Articles of Incorporation, as amended (the “Articles”), the Trustees have been divided into the following three classes (each, a “Class”): Class I, Class II and Class III. The expiration dates of the classes are described below, and each Trustee will remain in office until the end of his or her term and when his or her successor is elected and qualified. The Governance and Nominating Committee and the Board of each applicable Fund have recommended the nominees listed herein for election orre-election as applicable, as Trustees by the Shareholders of the applicable Funds.

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NRGX. With respect to NRGX, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2020 through June 30, 2021); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022). The Governance; and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election by the Common Shareholders as a Class III Trustee and that Ms. Cogan and Messrs. Ogden and Maney be nominated for election by the Common Shareholders as Class I Trustees at the Meeting. Consistent with the Fund’s Declaration, if elected, the nominees shall holdterm of office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected at the Meeting, Ms. Cogan and Messrs. Ogden and Maney will serve terms consistent with the Class I Trustees which will expire at the Fund’s annual meeting of Shareholders forheld during the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023). Currently, Deborah A. DeCotis, David N. Fisher and Hans W. Kertess are Class II Trustees. The Governance and Nominating Committee has recommended to the Board that Ms. DeCotis and Mr. Kertess be nominated for

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re-election by the Common Shareholders as Class II Trustees and that Mr. Fisher be nominated for re-election by the Common Shareholders as a Class III Trustee at the Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and Mr. Kertess will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024), and Mr. KittredgeFisher will serve a term consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022).

RCS. With respect to RCS, the term of office of the Class IIIII Directors will expire at the Meeting; the term of office of the Class III Directors will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2020 through June 30, 2021); and the term of office of the Class I Directors will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022); and the term of office of the Class II Directors will expire at the annual meeting of Shareholders held during the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023). Currently, JamesDeborah A. JacobsonDeCotis, David N. Fisher and Hans W. KertessAlan Rappaport are Class IIIII Directors. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr.Ms. DeCotis and Messrs. Fisher and Rappaport be nominated for election by the Common Shareholders as a Class II Director and that Messrs. Jacobson and Kertess be nominated forre-election by the Common Shareholders as Class IIIII Directors at the Meeting. Consistent with the Fund’s Articles, if elected orre-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Directors to which they have been designated. Therefore, if elected orre-elected as applicable, at the Meeting, Ms. DeCotis and Messrs. Kittredge, JacobsonFisher and KertessRappaport will serve terms consistent with the Class IIIII Directors, which will expire at the Fund’s annual meeting of Shareholders for the 2022-20232023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 20222023 through June 30, 2023)2024).

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PGP. With respect to PGP, the term of office of the Class IIII Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2020 through June 30, 2021); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023). Currently, Sarah E. Cogan, Deborah A. DeCotisDavid N. Fisher, Hans Kertess and Alan RappaportWilliam B. Ogden are Class IIII Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr.Messrs. Fisher, Kertess and Ogden be nominated

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for election by the Common Shareholders as a Class II Trustee, and that Mses. Cogan and DeCotis and Mr. Rappaport be nominated forre-election by the Common Shareholders as Class IIII Trustees at the Meeting. Consistent with the Fund’s Declaration, if elected orre-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected orre-elected as applicable, at the Meeting, Mses. CoganMessrs. Fisher, Kertess and DeCotis and Mr. RappaportOgden will serve terms consistent with the Class IIII Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2022-20232023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 20222023 through June 30, 2023), and Mr. Kittredge will serve a term consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022)2024).

PFL. With respect to PFL, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2020 through July 31, 2021); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021 through July 31, 2022). Currently, Sarah E. Cogan, Hans W. Kertess; and William B. Ogden, IV arethe term of office of the Class I Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election as a Class III Trustee by the Common Shareholders and Preferred Shareholders, voting as a single class, that Mr. Ogden and Ms. Cogan be nominated forre-election as Class I Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, and that Mr. Kertess be nominated forre-election as a Class I Trustee by the Preferred Shareholders, voting as a separate class, at the Meeting. Consistent with the Fund’s Declaration, if elected orre-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been

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designated. Therefore, if elected orre-elected, as applicable, at the Meeting, Mr. Kittredge will serve a term consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021 through July 31, 2022), and Messrs. Kertess and Ogden and Ms. Cogan will serve terms consistent with the Class I Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2022 through July 31, 2023).

PFN. With respect Currently, John C. Maney and Alan Rappaport are Class II Trustees. The Governance and Nominating Committee has recommended to PFN, the termBoard that Mr. Maney be nominated for re-election as a Class II Trustee by the Common Shareholders and Preferred Shareholders, voting as a single class, and that Mr. Rappaport be nominated for re-election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, at the Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of office ofTrustees to which they have been designated. Therefore, if re-elected at the Meeting, Messrs. Maney and Rappaport will serve terms consistent with the Class IIIII Trustees, which will expire at the Meeting; the term of office of the Class I Trustees will expire at theFund’s annual meeting of Shareholders held duringfor the 2020-20212023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 20202023 through July 31, 2021); and2024).

PFN. With respect to PFN, the term of office of the Class I Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021 through July 31, 2022). Currently, James A. Jacobson, Hans W. Kertess; and John C. Maney are Class III Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, and that Messrs. Jacobson, Kertess and Maney be nominated forre-election as Class III Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, at the Meeting. Consistent with the Fund’s Declaration, if elected orre-elected, as applicable, the nominees shall holdterm of office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected orre-elected, as applicable, at the Meeting, Messrs. Jacobson, Kertess and Maney will serve terms consistent with the Class III Trustees which will expire at the Fund’s annual meeting of Shareholders forheld during the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2022 through July 31, 2023),. Currently, David N. Fisher, William B. Ogden and Alan Rappaport are Class I Trustees. The Governance and Nominating Committee has recommended to the Board that that Messrs. Fisher and Ogden be nominated for re-election as Class I Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, and that Mr. KittredgeRappaport be nominated for re-election as a Class I Trustee by the Preferred Shareholders, voting as a

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separate class, at the Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Messrs. Fisher, Ogden and Rappaport will serve a termterms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-20222023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 20212023 through July 31, 2022)2024).

PHK. With respect to PHK, the term of office of the Class IIIII Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2020 through July 31, 2021); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2021

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through July 31, 2022). Currently, David N. Fisher; and James A. Jacobson arethe term of office of the Class II Trustees and Sarah E. Cogan is a Class III Trustee. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election as a Class III Trustee by the Common Shareholders and Preferred Shareholders, voting as a single class, that Messrs. Fisher and Jacobson be nominated forre-election as Class II Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, and that Ms. Cogan, who is currently a Class III Trustee, be nominated forre-election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, at the Meeting. Consistent with the Fund’s Declaration, if elected orre-elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected orre-elected, as applicable, at the Meeting, Mr. Kittredge will serve a term consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2020 through July 31, 2021), and Messrs. Fisher and Jacobson and Ms. Cogan will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2022 through July 31, 2023).

PDI. With respect Currently, Deborah A. DeCotis, Hans W. Kertess and Joseph B. Kittredge, Jr. are Class III Trustees. The Governance and Nominating Committee has recommended to PDI, the termBoard that Ms. DeCotis and Messrs. Kertess and Kittredge be nominated for re-election as Class III Trustees by the Common Shareholders and Preferred Shareholders, voting as a single class, at the Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of office ofTrustees to which they have been designated. Therefore, if re-elected at the Meeting, Ms. DeCotis and Messrs. Kertess and Kittredge will serve terms consistent with the Class IIIII Trustees, which will expire at the Meeting; the term of office of the Class III Trustees will expire at theFund’s annual meeting of Shareholders held duringfor the 2020-20212023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from August 1, 2023 through July 1, 2020 through June 30, 2021); and31, 2024).

PDI. With respect to PDI, 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 held during the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2021 through June 30, 2022). Currently, James A. Jacobson; and David N. Fisher are Class II Trustees. The Governance and Nominating Committee has recommended to the Board that Joseph B. Kittredge, Jr. be nominated for election as a Class II Trustee by the Common Shareholders and that Messrs. Jacobson and Fisher be nominated forre-election as Class II Trustees by the Common Shareholders at the Meeting. Consistent with the Fund’s Declaration, if elected orre-elected, as applicable, the nominees shall holdterm of office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected orre-elected, as applicable, at the Meeting, Messrs. Jacobson, Fisher and Kittredge will serve terms consistent with the Class II Trustees which will expire at the Fund’s annual meeting of Shareholders forheld during the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2022 through June 30, 2023). Currently, Sarah E. Cogan, Deborah A. DeCotis and Hans W. Kertess are Class III Trustees. The Governance and Nominating Committee has recommended to the Board that Mses. Cogan and DeCotis and Mr. Kertess be nominated for re-election as Class III Trustees by the Common Shareholders at the Meeting. Consistent with the Fund’s Declaration, if re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if re-elected at the Meeting, Mses. Cogan and DeCotis and Mr. Kertess will serve terms consistent with the Class III Trustees,

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which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from July 1, 2023 through June 30, 2024).

All members of the Board of each of NRGX, PGP, PFL, PFN, PHK and PDI are and will remain, if elected orre-elected, as applicable, “Continuing Trustees,” as such term is defined in the Declaration of the applicable Fund, having either served as Trustee since the inception of the Fund or forthirty-six months, or having been nominated by at least a majority of the Continuing Trustees then members of the Board.

All members of the Board of RCS except for Joseph B. Kittredge, Jr., are and will remain, ifre-elected, “Continuing Directors,” as such term is defined in the Articles of Incorporation, either having served as Director for a period of at least 12 months or having been a successor to a Continuing Director and been recommended to succeed a Continuing Director by a majority of the Continuing Directors then members of the Board.

At any annual meeting of Shareholders, any Trustee elected to fill a vacancy that has arisen since the preceding annual meeting of Shareholders (whether or not such vacancy has been filled by election of a new Trustee by the Board) shall hold office for a term that coincides with the term (or any remaining term) of the Class of Trustees to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees and until his or her successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned and until his or her successor shall be elected and shall qualify.

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

15

16

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Under this classified Board structure, generally only those Trustees in a single Class may be replaced in any one year, and it would require a minimum of two years to change a majority of the Board under normal circumstances. This structure may make it more difficult for a Fund’s Shareholders to change the majority of Trustees of the Fund and, thus, promotes the continuity of management and limits the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board.

Unless authority is withheld, it is the intention of the persons named in the enclosed proxy for a Fund to vote each proxy for the persons listed above for that Fund. Each of the nominees has indicated he or she will serve if elected orre-elected, as applicable, but if he or she should be unable to serve for a Fund, the proxy holders may vote in favor of such substitute nominee as the Board may designate (or, alternatively, the Board may determine to save a vacancy).

Trustees and Officers

The business of each Fund is managed under the direction of the Fund’s Board. Subject to the provisions of each Fund’s Declaration or Articles, its Bylaws and applicable state law, the Trustees have all powers necessary and convenient to carry out their responsibilities, including the election and removal of the Fund’s officers.

Board Leadership Structure — Currently, and assuming the nominees arere-elected or elected as proposed, as applicable, the Board of Trustees of each Fund consists and will consist of nineeight Trustees, sevensix of whom willare and are anticipated to continue to be Independent Trustees. An Independent Trustee serves as Chair of the Board and is selected by a vote of the majority of the Independent Trustees. The Chair of the Board presides at

17

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 regularly meets 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.

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The Board of each Fund has established five standing Committees to facilitate the Trustees’ oversight of the management of the Funds: the Audit Oversight Committee, the Governance and Nominating Committee, the Valuation Oversight Committee, the Contracts Committee and the Performance Committee. The functions and role of each Committee are described below under “Board Committees and Meetings.” The membership of each Committee (other than the Performance Committee) consists of only the Independent Trustees. The Performance Committee consists of all the Trustees. The Independent Trustees whichbelieve that participation on each Committee allows them to participate in the full range of the Board’s oversight duties.

The Board reviews its leadership structure periodically and has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees (with the exception of the Performance Committee), is appropriate in light of the characteristics and circumstances of each Fund. In reaching this conclusion, the Board considered, among other things, the predominant role of the Manager in theday-to-day management of Fund affairs, the extent to which the work of the Board is conducted through the Committees, the number of portfoliosfunds in the fund complex overseen by the Boardmembers 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 portfoliosfunds include, the assets of each Fund and the other portfolios overseen by the Boardfunds in the Fund Complexfund 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 or have been executives with the Manager or Manager-affiliated entities, facilitates an efficient flow of information concerning the management of each Fund to the Independent Trustees.

Risk Oversight — Each of the Funds has retained the Manager to provide investment advisory services and administrative services. Accordingly, the Manager is immediately responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager serve as the Funds’ officers, including the Funds’ principal executive officer and principal

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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

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with the individual portfolio managers of the Funds or their delegates to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks. In the course of these meetings and discussions with the Manager, the Board has emphasized the importance of the Manager maintaining vigorous risk-management programs and procedures with respect to the Funds.

In addition, the Board has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance policies and procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to the Independent Trustees, interacts with individuals within the Manager’s organization and provides presentations to the Board at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board periodically discusses relevant risks affecting the Funds with the CCO at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.

The Board recognizes that the reports it receives concerning risk management matters are, by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve the Funds’ investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.

The Trustees and officers of the Funds, their years of birth, the positions they hold with the Funds, their terms of office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the fund complex that the Trustees oversee and any other public company directorships held by the Trustees are listed in the two tables immediately following. Except as shown, each Trustee’s and officer’s principal occupation and business experience for the last five years have been with the employer(s) indicated, although in some cases the Trustee may have held different positions with such employer(s).

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Information Regarding Trustees and Nominees.

The following table provides information concerning the Trustees/Nominees of the Funds.Funds as of May 1, 2021.

20

21

22

23

24

25

2625

2726

27

28

The following table states the dollar range of equity securities beneficially owned as of the Record Date by each Trustee and nominee of each Fund and, on an aggregate basis, of any registered investment companies overseen by the Trustees in the “family of investment companies,” including the Funds.

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To the knowledge of the Funds, as of the Record Date, Trustees and nominees who are Independent Trustees or Independent Nominees and their immediate family members did not own securities of an investment adviser or principal underwriter of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.

Mr. Ogden owns a less than 1% limited liability company interest in PIMCO Global Credit Opportunity Onshore Fund LLC, a PIMCO-sponsored private investment vehicle.

Compensation. Mses. Cogan and DeCotis and Messrs. Kertess, Jacobson, Ogden and Rappaport also serveEach of the Independent Trustees serves as trusteesa trustee of PIMCO Municipal Income Fund, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO

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Municipal Income Fund III, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund III, PIMCO Dynamic Credit & Mortgage Income Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PCM Fund, Inc. and PIMCO Income Opportunity Fund, PIMCO Dynamic Income Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Global StocksPLUS^®& Income Fund, PIMCO Energy and Tactical Credit Opportunities Fund, PCM Fund, Inc., PIMCO Strategic Income Fund, Inc., PIMCO Dynamic Credit and Mortgage Income Fund, and PIMCO Dynamic Income Opportunities Fund, each aclosed-end fund for which the Manager serves as investment manager (together with the Funds, the “PIMCOClosed-End Funds”), as well as PIMCO Flexible Credit Income Fund and PIMCO Flexible Municipal Income Fund, each aclosed-end management investment company that is operated as an “interval fund” for which the Manager serves as investment manager (the “PIMCO Interval Funds”) and PIMCO Managed Accounts Trust (“PMAT”), anopen-end management investment company with multiple series for which the Manager serves as

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investment adviser and administrator (together with the PIMCOClosed-End Funds and the PIMCO Interval Funds, the “PIMCO-Managed Funds”).

In addition, Mses. Cogan and DeCotis and Messrs. Kertess, Jacobson, Ogden and Rappaport also serve as trustees of AllianzGI Diversified Income & Convertible Fund, AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II, AllianzGI Dividend, Interest & Premium Strategy Fund, AllianzGI Equity & Convertible Income Fund, AllianzGI Convertible & Income 2024 Target Term Fund, AllianzGI Artificial Intelligence & Technology Opportunities Fund, Allianz Funds, Allianz Funds Multi-Strategy Trust and AllianzGI Institutional Multi-Series Trust (together, the “Allianz-Managed Funds”), for which Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), an affiliate of PIMCO, serves as investment manager. These Independent Trustees receive separate compensation from the Allianz-Managed Funds in addition to amounts received for service on the Boards of thePIMCO-Managed Funds.

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

Each Independent Trustee currently receives annual compensation of $225,000 for his or her service on the Boards of the PIMCO-Managed Funds, payable quarterly. The Independent Chair of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight Committee Chair receives an additional $50,000 annually, payable quarterly. Trustees are also reimbursed for meeting-related expenses.

Each Trustee’s compensation for his or her service as a Trustee on the Boards of the PIMCO-Managed Funds and other costs in connection with meetings of such Funds are allocated among the PIMCO-Managed Funds, as applicable, on the basis of fixed percentages as among PMAT, the PIMCO Interval Funds and the PIMCOClosed-End Funds. Trustee compensation and other costs are then further allocated pro rata among the individual funds within each grouping based on each such fund’s relative net assets.

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The Funds have no employees. The Funds’ officers Mr.and Interested Trustees (Mr. Fisher and Mr. ManeyManey) are compensated by the Manager or its affiliates, as applicable.

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

The following table provides information concerning the compensation paid to the Trustees and nominees for the fiscal years ended July 31, 20192020 for PFL, PFN and PHK and the fiscal years ended June 30, 20192020 for NRGX, RCS, PGP and PDI. For the calendar year ended December 31, 2019,2020, 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. Kittredge is not included in the table below because he did not serve on the Board of any of the Funds as of either June 

30 2019, July 31, 2019 or December 31, 2019. Mr. Kittredge had not received any compensation from the Funds or the Fund Complex for service as a Trustee of a Fund as of June 30, 2019, July 31, 2019 or December 31, 2019.

Compensation Table

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Trustee Qualifications — The Board has determined that each Trustee is qualified to serve as such based on several factors (none of which alone is decisive). Each Trustee, with the exception of Messrs. Fisher andMr. Kittredge, and Ms. Cogan, has served in such role for several years. Mr. Fisher isKittredge formerly served as a Managing

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DirectorPartner and Head of Traditional Product Strategies at PIMCO, Mr. Kittredge served for thirteen years as General Counsel, toat the investment management firm of Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), the adviser toand President, CEO, and Trustee of the GMO fund complex,Trust 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.GMO Series Trust. Accordingly, each Trustee is knowledgeable about the Funds’ business and service provider arrangements and/or similar arrangements and, with the exception of Ms. Cogan and Messrs. Fisher andMr. Kittredge, 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.affiliates with similar arrangements to that of the Funds. 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 Trustee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds, were a significant factor in the determination by the Board that the individual is qualified to serve as a Trustee of the Funds. The following is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience during the past five years set forth in the table above) that contributed to the Board’s conclusion that an individual is qualified to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual Trustees as having any

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special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Deborah A. DeCotis — Ms. DeCotis has substantial senior executive experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and experience in oversight of investment management functions through her experience as a former Director of the Helena Rubenstein Foundation, Stanford Graduate School of Business and Armor Holdings.

Sarah E. Cogan — Ms. Cogan has substantial legal experience in the investment management industry, having served as a partner at a large international law firm in the corporate department for over 25 years and as former head of the registered funds practice. She has extensive experience in oversight of investment company boards through her experience as counsel to the

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