|
|
|
|
|
| Name/Address of Owner of
Record |
|
Fund |
|
Percentage of
Ownership of Class |
|
|
|
UBS FINANCIAL
499 WASHINGTON BLVD 9TH F
JERSEY CITY, NJ 07310-2055 |
|
PIMCO California Municipal
Income Fund III |
|
8.37% |
|
|
|
MERRILL LYNCH PROFESSIONAL
CLEARING CORP.
222 BROADWAY
NEW YORK, NY 10038 |
|
PIMCO California Municipal
Income Fund III |
|
7.40% |
|
|
|
BANK OF NEW YORK MELLON
ONE WALL STREET
NEW YORK, NEW YORK 10286 |
|
PIMCO California Municipal
Income Fund III |
|
7.35% |
|
|
|
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER,PLAZA 2
JERSEY CITY, NJ 07311 |
|
PIMCO California Municipal
Income Fund III |
|
6.64% |
|
|
|
WELLS FARGO CLEARING SERVICES, LLC
1 NORTH JEFFERSON AVE
SAINT LOUIS, MO 63103-2523 |
|
PIMCO California Municipal
Income Fund III |
|
5.06% |
PROPOSAL: ELECTION OF TRUSTEES
In accordance with each Fund’s Amended and Restated Agreement and Declaration of Trust (each, a “Declaration”), the Trustees
have been divided into the following three classes (each a “Class”): Class I, Class II and Class III. The expiration dates of the classes are described below, and each Trustee will remain in office until the end of his or
her term and when his or her successor is elected and qualified. The Governance and Nominating Committee and the Board of each
18
applicable Fund have recommended the nominees listed herein for election or re-election, as applicable, as Trustees by the Shareholders of the applicable
Funds.
PMF/PCQ/PNF/PML/PCK/PNI. With respect to PMF, PCQ, PNF, PML, PCK and PNI, the term of office of the
Class II Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2023 fiscal year (i.e., the annual meeting held during the fiscal year
running from January 1, 2023 through December 31, 2023); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2024 fiscal year (i.e., the annual meeting held during
the fiscal year running from January 1, 2024 through December 31, 2024). Currently, Sarah E. Cogan, Deborah DeCotis and Kathleen McCartney are Class II Trustees. The Governance and Nominating Committee of each Fund has recommended to
the Board that Ms. DeCotis be nominated for re-election and that Ms. McCartney be nominated for election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as
Class II Trustees, and that Ms. Cogan be nominated for re-election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, at the Meeting. Consistent with each
Fund’s Declaration, if elected or re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected or re-elected at the Meeting, Mses. Cogan, DeCotis and McCartney will serve terms consistent with the Class II Trustees, which will expire at each Fund’s annual meeting of Shareholders held during the 2025
fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2025 through December 31, 2025).
PMX/PZC. With respect to PMX and PZC, the term of office of the Class II Trustees will expire at the Meeting; the term of office
of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2023 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2023 through December 31, 2023); and the
term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2024 through December 31,
2024). Currently, Joseph B. Kittredge, Jr., Alan Rappaport and Kathleen McCartney are Class II Trustees. The Governance and Nominating Committee of each Fund has recommended to the Board that Mr. Rappaport be nominated for re-election and that Ms. McCartney be nominated for election by the Common Shareholders and Preferred Shareholders, voting together as a single class, as Class II Trustees, and that Mr. Kittredge be
nominated for re-election as a Class II Trustee by the Preferred Shareholders, voting as a separate class, at the Meeting. Consistent with each Fund’s Declaration, if elected or re-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated.
19
Therefore, if elected or re-elected at the Meeting, Messrs. Kittredge and Rappaport and Ms. McCartney will serve terms consistent with the
Class II Trustees, which will expire at each Fund’s annual meeting of Shareholders held during the 2025 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2025 through December 31,
2025).
PYN. With respect to PYN, the term of office of the Class II Trustees will expire at the Meeting; the term of office
of the Class III Trustees will expire at the annual meeting of Shareholders held during the 2023 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2023 through December 31, 2023); and the
term of office of the Class I Trustees will expire at the annual meeting of Shareholders held during the 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2024 through December 31,
2024). Currently, Sarah E. Cogan, David Fisher and Kathleen McCartney are Class II Trustees. Mr. Ogden is also currently a Class II Trustee of the Fund, and his term will expire at the Meeting. Due to his scheduled retirement from the
Board of all PIMCO Sponsored Closed-End Funds at the end of 2022, he is not standing for re-election as a Trustee of the Fund at the
Meeting. The Governance and Nominating Committee of the Fund has recommended to the Board that Mr. Fisher be nominated for re-election and that Ms. McCartney be nominated for election by the
Common Shareholders and Preferred Shareholders, voting together as a single class, as Class II Trustees, and that Ms. Cogan be nominated for re-election as a Class II Trustee by the Preferred
Shareholders, voting as a separate class, at the Meeting. Consistent with each Fund’s Declaration, if elected or re-elected, the nominees shall hold office for terms coinciding with the Classes of
Trustees to which they have been designated. Therefore, if elected or re-elected at the Meeting, Mses. Cogan and McCartney and Mr. Fisher will serve terms consistent with the Class II Trustees, which
will expire at each Fund’s annual meeting of Shareholders held during the 2025 fiscal year (i.e., the annual meeting held during the fiscal year running from January 1, 2025 through December 31, 2025).
Certain current members of the Board of each Fund are “Continuing Trustees,” as such term is defined in the Declaration of the
applicable Fund. In the case of PMF, PCQ and PNF, a “Continuing Trustee” is a Trustee that is not a person or an affiliated person of a person who is entering into or proposing to enter into certain transactions with the applicable Fund,
as specified in such Fund’s Declaration, and who has either served as a Trustee for a period of at least twelve months (or since the inception of the Fund, if less than twelve months) or is a successor to a Continuing Trustee and has been
recommended to succeed a Continuing Trustee by a majority of the Continuing Trustees then members of the Board. All current members of the Boards of PMF, PCQ and PNF other than Ms. McCartney are “Continuing Trustees,” and the nominees
20
other than Ms. McCartney will remain Continuing Trustees if elected or re-elected. In the case of PML, PCK, PNI, PMX, PZC and PYN, a “Continuing
Trustee” is a Trustee that has either served as Trustee since the inception of the Fund or for thirty-six months or has been nominated by at least a majority of the Continuing Trustees then members of the
Board. All current members of the Boards of PML, PCK, PNI, PMX, PZC and PYN are “Continuing Trustees,” and all of the nominees will remain Continuing Trustees if elected or re-elected.
Pursuant to each Fund’s Declaration of Trust, certain corporate actions and/or transactions involving the Fund outside of the ordinary
course of business (including, among others, mergers, consolidations, significant dispositions of Fund assets, any shareholder proposals as to specific investment decisions and the conversion of a Fund to an
open-end fund) would require the approval of 75% of the Funds’ outstanding shares, unless approved by both a majority of the Board of Trustees and 75% of the Continuing Trustees (in which case
shareholders have only the voting rights required by the 1940 Act with respect to such transaction or corporate action, if any).
At any
annual meeting of Shareholders, any Trustee elected to fill a vacancy that has arisen since the preceding annual meeting of Shareholders (whether or not such vacancy has been filled by election of a new Trustee by the Board) shall hold office for a
term that coincides with the term (or any remaining term) of the Class of Trustees to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees and until his or her successor shall be
elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of
Trustee to which such office has been apportioned and until his or her successor shall be elected and shall qualify.
The
following table summarizes the nominees who will stand for election or re-election at the Meeting, the respective Classes of Trustees to which they have been designated and the expiration of their respective
terms if elected or re-elected, as applicable:
|
|
|
|
|
|
|
| Trustee/Nominee |
|
Class |
|
|
Expiration of Term if Elected/Re-Elected* |
| PCQ/PCK/PMF/ PML/PNF/PNI |
| Sarah E. Cogan |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| Deborah DeCotis |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| Kathleen McCartney |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| PMX/PZC |
|
|
|
|
|
|
| Joseph B. Kittredge, Jr. |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| Alan Rappaport |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| Kathleen McCartney |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal
year |
21
|
|
|
|
|
|
|
| Trustee/Nominee |
|
Class |
|
|
Expiration of Term if Elected/Re-Elected* |
| PYN |
|
|
|
|
|
|
| Sarah E. Cogan |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| David Fisher** |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| Kathleen McCartney |
|
|
Class II |
|
|
Annual Meeting held during the 2025 fiscal year |
| * |
A Trustee elected or re-elected at an annual meeting shall hold office
until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualifies, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
|
| ** |
Mr. Fisher is an Interested Trustee/Nominee. |
Under this classified Board structure, generally only those Trustees in a single Class may be replaced in any one year, and it would
require a minimum of two years to change a majority of the Board under normal circumstances. This structure may make it more difficult for a Fund’s Shareholders to change the majority of Trustees of a Fund and, thus, promotes the continuity of
management and limits the ability of other entities or persons to acquire control of a Fund by delaying the replacement of a majority of the Board.
Unless authority is withheld, it is the intention of the persons named in the enclosed proxy for a Fund to vote each proxy for the persons
listed above for that Fund. Each of the nominees has indicated he or she will serve if elected or re-elected, as applicable, but if he or she should be unable to serve for a Fund, the proxy holders may vote in
favor of such substitute nominee as the Board may designate (or, alternatively, the Board may determine to save a vacancy).
Trustees and Officers
The business of each Fund is managed under the direction of the Fund’s Board. Subject to the provisions of each Fund’s
Declaration, its Bylaws and applicable state law, the Trustees have all powers necessary and convenient to carry out their responsibilities, including the election and removal of the Fund’s officers.
Board Leadership Structure — The Board of each Fund is currently composed of nine Trustees, seven of whom are Independent
Trustees, which represents 78% of the Trustees that are Independent Trustees. An Independent Trustee serves as Chair of the Board and is selected by a vote of the majority of the Independent Trustees. The Chair of the Board presides at meetings of
the Board, acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings, and performs such other functions as may be requested by the Board from time to time.
22
The Board of each Fund meets regularly four times each year to discuss and consider matters
concerning the Funds, and also holds special meetings to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. Regular meetings
generally take place in-person; other meetings may take place in-person or by telephone.
The Board of each Fund has established five standing Committees to facilitate the Trustees’ oversight of the management of the Funds: the
Audit Oversight Committee, the Governance and Nominating Committee, the Valuation Oversight Committee, the Contracts Committee and the Performance Committee. The functions and role of each Committee are described below under “Committees of the
Board of Trustees.” The membership of each Committee (other than the Performance Committee) consists of only the Independent Trustees. The Performance Committee consists of all the Trustees. The Independent Trustees believe that participation
on each Committee allows them to participate in the full range of the Board’s oversight duties.
The Board reviews its leadership
structure periodically and has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees and Committee membership limited to Independent Trustees (with the exception of the Performance
Committee), is appropriate in light of the characteristics and circumstances of each Fund. In reaching this conclusion, the Board considered, among other things, the predominant role of the Manager in the day-to-day management of Fund affairs, the extent to which the work of the Board is conducted through the Committees, the number of funds in the fund complex overseen by members, the variety of asset classes
those funds include, the assets of each Fund and other funds in the fund complex and the management and other service arrangements of each Fund and such other funds. The Board also believes that its structure, including the presence of two Trustees
who are or have been executives with the Manager or Manager-affiliated entities, facilitates an efficient flow of information concerning the management of each Fund to the Independent Trustees.
Risk Oversight — Each of the Funds has retained the Manager to provide investment advisory services and administrative
services. Accordingly, the Manager is immediately responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager serve as the Funds’ officers, including the Funds’ principal
executive officer and principal financial and accounting officer, chief compliance officer and chief legal officer. The Manager and the Funds’ other service providers have adopted policies, processes, and procedures to identify, assess and
manage different types of risks associated with each Fund’s activities. The Board oversees the performance of
23
these functions by the Manager and the Funds’ other service providers, both directly and through the Committee structure it has established. The Board receives from the Manager a wide range
of reports, both on a regular and as-needed basis, relating to the Funds’ activities and to the actual and potential risks of the Funds. These include reports on investment and market risks, custody and
valuation of Fund assets, compliance with applicable laws, and the Funds’ financial accounting and reporting. In addition, the Board meets periodically with the individual portfolio managers of the Funds or their delegates to receive reports
regarding the portfolio management of the Funds and their performance, including their investment risks. In the course of these meetings and discussions with the Manager, the Board has emphasized the importance of the Manager maintaining vigorous
risk-management programs and procedures with respect to the Funds.
In addition, the Board has appointed a Chief Compliance Officer
(“CCO”). The CCO oversees the development of compliance policies and procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to
the Independent Trustees, interacts with individuals within the Manager’s organization and provides presentations to the Board at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board periodically
discusses relevant risks affecting the Funds with the CCO at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well
as the appointment and compensation of the CCO.
The Board recognizes that the reports it receives concerning risk management matters are,
by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate
certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve the Funds’ investment objectives; and that the processes, procedures and controls employed to address certain risks may be
limited in their effectiveness.
The Trustees and officers of the Funds, their year of birth, the positions they hold with the Funds,
their term of office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the Fund Complex (as defined below) that the Trustee oversees and any other public company
directorships held by the Trustee are listed in the two tables immediately following. Except as shown, each Trustee’s and officer’s principal occupation and business experience for the last five years have been with the employer(s)
indicated, although in some cases the Trustee may have held different positions with such employer(s).
24
Information Regarding Trustees and Nominees.
The following table provides information concerning the Trustees/Nominees of the Funds as of October 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
| Independent Trustees/Nominees |
| Deborah A. DeCotis
1952
PMF/PCQ/PNF /PML/PCK/PNI - Class II
PMX/PZC/PYN - Class III
|
|
Chair of
the
Board,
Trustee,
Nominee |
|
PMF/PCQ/
PNF/PML/PCK/PNI/
PMX/
PZC/PYN - Chair,
Since 2019 Trustee,
Since 2011 |
|
Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); Trustee, Smith College (since 2017); and Director, Watford Re
(since 2017). Formerly, Co-Chair Special Projects Committee, Memorial Sloan Kettering (2005-2015); Trustee, Stanford University (2010-2015); Principal, LaLoop LLC, a retail accessories company (1999-2014);
Director, Helena Rubenstein Foundation (1997-2010); and Director, Armor Holdings (2002-2010). |
|
|
26 |
|
|
Trustee, Allianz Funds (2011-2021); Trustee, Virtus Funds (2021-Present). |
25
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
| Sarah E. Cogan 1956
PMF/PCQ/PNF /PML/PCK/PNI/PYN - Class II
PMX/PZC -
Class I |
|
Trustee,
Nominee |
|
Since
2019 |
|
Retired Partner, Simpson Thacher & Bartlett LLP (law firm) (1989-2018); Director, Girl Scouts of Greater New York, Inc. (since 2016); and Trustee, Natural Resources Defense Council, Inc. (since 2013). |
|
|
26 |
|
|
Trustee, Allianz Funds (2019-2021); Trustee, Virtus Funds (2021-Present). |
26
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
|
|
|
|
|
|
| E. Grace Vandecruze(4) 1963
PMF/PCQ/PNF
/PML/PCK/PNI/ PMX/PZC/PYN -
Class I |
|
Trustee |
|
Since
2021 |
|
Founder and Managing Director, Grace Global Capital LLC, a strategic advisory firm to the insurance industry (since 2006); Director, The Doctors Company, a medical malpractice insurance company (since 2020); Chief Financial Officer,
Athena Technology Acquisition Corp, a special purpose acquisition company (since 2021); Director, Link Logistics REIT, a real estate company (since 2021); Director and Member of the Investment & Risk Committee, Resolution Life Group
Holdings, a global life insurance group (since 2021); and Director, Wharton Graduate Executive Board. Formerly, Director, Resolution Holdings (2015-2019). Formerly, Director and Member of the Audit Committee and the Wealth Solutions Advisory
Committee, M Financial Group, a life insurance company (2015-2021); Director, SBLI USA, a life insurance company (2015-2018). |
|
|
26 |
|
|
None. |
27
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
|
|
|
|
|
|
| Joseph B. Kittredge, Jr. 1954
PMF/PCQ/PNF/PML/PCK/PNI/PYN - Class III
PMX/PZC -
Class II |
|
Trustee,
Nominee |
|
Since
2020 |
|
Trustee (since 2019) and Governance Committee (since 2020), Vermont Law School (since 2019); Director and Treasurer, Center for Reproductive Rights (since 2015); Formerly, Director (2013-2020) and Chair (2018-2020), ACLU of
Massachusetts; General Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (2005-2018) and Partner (2007-2018); President, GMO Trust (institutional mutual funds) (2009-2018); Chief Executive Officer, GMO Trust (2009-2015); President and Chief
Executive Officer, GMO Series Trust (platform based mutual funds) (2011-2013). |
|
|
26 |
|
|
Trustee, GMO Trust (2010-2018); Chairman of the Board of Trustees, GMO Series Trust (2011-2018). |
28
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
|
|
|
|
|
|
| Kathleen McCartney(4)
1956
PMF/PCQ/PNF /PML/PCK/PNI/ PMX/PZC/PYN -
Class II |
|
Trustee,
Nominee |
|
Since
2022 |
|
President, Smith College (since 2013); Director (since 2013) and President (since 2020), Five Colleges, Inc., consortium of liberal arts colleges and universities (since 2013); Formerly, Director, American Council on Education Board
of Directors, (2015-2019); Director, Consortium on Financing Higher Education Board of Directors (2015-2019); Director, edX Board of Directors, online course provider (2012-2013); Director, Bellwether Education Partners Board, national nonprofit
organization (2010-2013); Dean, Harvard Graduate School of Education (2006-2013); Trustee, Tufts University (2007-2013). |
|
|
26 |
|
|
None |
29
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
|
|
|
|
|
|
| William B. Ogden, IV
1945(5)
PMF/PCQ/PNF /PML/PCK/PNI/PMX/PZC - Class III
PYN -
Class II |
|
Trustee |
|
Since
2006 |
|
Retired. Formerly, Asset Management Industry Consultant; and Managing Director, Investment Banking Division of Citigroup Global Markets Inc. |
|
|
26 |
|
|
Trustee, Allianz Funds (2006-2021); Trustee, Virtus Closed-End Funds (2021-Present). |
30
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
|
|
|
|
|
|
| Alan
Rappaport 1953
PMF/PCQ/PNF
/PML/PCK/PNI/PYN - Class I
PMX/PZC - Class II |
|
Trustee,
Nominee |
|
Since
2010 |
|
Director, Victory Capital Holdings, Inc., an asset management firm (since 2013). Formerly, Adjunct Professor, New York University Stern School of Business (2011-2020); Lecturer, Stanford University Graduate School of Business
(2013-2020); Advisory Director (formerly Vice Chairman), Roundtable Investment Partners (2009-2018); Member of Board of Overseers, NYU Langone Medical Center (2015-2016); Trustee, American Museum of Natural History (2005-2015); Trustee, NYU Langone
Medical Center (2007-2015); and Vice Chairman (formerly, Chairman and President), U.S. Trust (formerly, Private Bank of Bank of America, the predecessor entity of U.S. Trust) (2001-2008). |
|
|
26 |
|
|
Trustee, Allianz Funds (2010-2021); Chairman of the Board of Trustees, Virtus Closed-End Funds (2021-Present). |
31
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
| Interested Trustees/Nominees |
| David N. Fisher(6) 1968
650 Newport Center Drive, Newport Beach, CA 92660
PMF/PCQ/PNF /PML/PCK/PNI/
PMX/PZC - Class III
PYN - Currently, Class III, if elected as nominated,
Class II |
|
Trustee,
Nominee |
|
Since
2019 |
|
Managing Director and Co-Head of U.S. Global Wealth Management Strategic Accounts, PIMCO (since 2021); Managing Director and Head of Traditional Product Strategies, PIMCO (2015-2021); and
Director, Court Appointed Special Advocates (CASA) of Orange County, a non-profit organization (since 2015). Formerly, Global Bond Strategist, PIMCO (2008-2015); and Managing Director and Head of Global Fixed
Income, HSBC Global Asset Management (2005-2008). |
|
|
26 |
|
|
None |
32
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name, Address,
Year of Birth
and
Class(1) |
|
Position(s)
Held
with the
Funds |
|
Term of
Office and
Length of
Time Served(2) |
|
Principal Occupation(s)
During the Past 5 Years |
|
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by
Trustee/
Nominee |
|
|
Other
Directorships
Held
by
Trustee/
Nominee
During the
Past 5 Years |
| John C. Maney(6) 1959
650 Newport Center Drive, Newport Beach, CA 92660
PMF/PCQ/PNF /PML/PCK/PNI/
PMX/PZC/PYN - Class I |
|
Trustee |
|
Since
2006 |
|
Senior Advisor to PIMCO (since June 2021); Non-Executive Director and a member of the Compensation Committee of PIMCO Europe Ltd (since December 2017). Formerly, Consultant to PIMCO (January
2020-June 2021); Managing Director of Allianz Asset Management of America L.P. (2005-2019); member of the Management Board and Chief Operating Officer of Allianz Asset Management of America L.P (2006-2019); Member of the Management Board of Allianz
Global Investors Fund Management LLC (2007-2014) and Managing Director of Allianz Global Investors Fund Management LLC (2011-2014). |
|
|
26 |
|
|
None |
| (1) |
Unless otherwise indicated, the business address of the persons listed above is c/o Pacific Investment
Management Company LLC, 1633 Broadway, New York, New York 10019. |
33
| (2) |
Under each Fund’s Declaration, a Trustee serves until his or her death, retirement, removal,
disqualification, resignation or replacement. In accordance with each Fund’s Declaration, the Common and/or Preferred Shareholders of a Fund, as applicable, elect Trustees to fill the vacancies of Trustees whose terms expire at each annual
meeting of such Fund’s shareholders. |
| (3) |
The Term “Fund Complex” as used herein includes the Funds and any other registered investment company
(i) that holds itself out to investors as a related company for purposes of investment and investor services; or (ii) for which PIMCO or an affiliate of PIMCO serves as primary investment adviser. |
| (4) |
Ms. McCartney was appointed as a Trustee of each Fund on July 1, 2022. Ms. Vandecruze was
appointed as a Trustee of each Fund other than PYN on June 29, 2021 and was appointed as a Trustee of PYN on June 30, 2021. |
| (5) |
In anticipation of his expected retirement from all of the PIMCO Sponsored
Closed-End Funds as of December 31, 2022, Mr. Ogden is not standing for re-election as a Trustee of PYN. |
| (6) |
Each of Messrs. Fisher and Maney is an Interested Trustee of each Fund due to his affiliation with PIMCO and
its affiliates. |
The following table states the dollar range of equity securities beneficially owned as of the Record
Date by each Trustee and nominee of each Fund and, on an aggregate basis, of any registered investment companies overseen by the Trustees in the “family of investment companies,” including the Funds.
|
|
|
|
|
| Name of Trustee/
Nominee |
|
Dollar Range of Equity
Securities in the Funds* |
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen
by Trustee/
Nominee in the Family
of Investment
Companies* |
| Independent Trustees/ Nominees |
| Sarah E. Cogan |
|
PMF: $10,001 - $50,000
PNI: $10,001 - $50,000
PMX: $10,001 - $50,000 |
|
Over $100,000 |
| Deborah A. DeCotis |
|
None |
|
Over $100,000 |
| Joseph B. Kittredge, Jr. |
|
PML: Over $100,000 |
|
Over $100,000 |
| Kathleen McCartney** |
|
None |
|
None |
| William B. Ogden, IV*** |
|
PMF: $50,001 - $100,000
PML: $50,001 - $100,000 |
|
Over $100,000 |
| Alan Rappaport |
|
None |
|
Over $100,000 |
| E. Grace Vandecruze**** |
|
None |
|
None |
34
|
|
|
|
|
| Name of Trustee/
Nominee |
|
Dollar Range of Equity
Securities in the Funds* |
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen
by Trustee/
Nominee in the Family
of Investment
Companies* |
|
| Interested Trustees/Nominees |
| John C. Maney |
|
None |
|
Over $100,000 |
| David N. Fisher |
|
None |
|
Over $100,000 |
| * |
Securities are valued as of the Record Date. |
| ** |
Ms. McCartney was appointed as a Trustee of each Fund on July 1, 2022. |
| *** |
In anticipation of his expected retirement from all of the PIMCO Sponsored
Closed-End Funds as of December 31, 2022, Mr. Ogden is not standing for re-election as a Trustee of the Funds. |
| **** |
Ms. Vandecruze was appointed as a Trustee of each Fund other than PYN on June 29, 2021 and was
appointed as a Trustee of PYN on June 30, 2021. |
To the knowledge of the Funds, as of the Record Date, Trustees and
nominees who are Independent Trustees or Independent nominees and their immediate family members did not own securities of an investment adviser or principal underwriter of the Funds or a person (other than a registered investment company) directly
or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.
Mr. Ogden owns a less than 1% limited liability company interest in PIMCO Global Credit Opportunity Onshore Fund LLC, a PIMCO-sponsored
private investment vehicle.
Compensation. Each of the Independent Trustees serves as a trustee of PIMCO Municipal
Income Fund, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO
California Municipal Income Fund III, PIMCO New York Municipal Income Fund III, PIMCO Access Income Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Dynamic Income Fund, PIMCO High
Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Global StocksPLUS®& Income Fund, PIMCO Energy and Tactical Credit Opportunities Fund, PCM Fund, Inc., PIMCO
Strategic Income Fund, Inc. and PIMCO Dynamic Income Opportunities Fund, each a closed-end fund for which the Manager serves as investment manager (together with the Funds, the “PIMCO Closed-End Funds”), as well as PIMCO Flexible
35
Emerging Markets Income Fund, PIMCO Flexible Credit Income Fund, PIMCO California Flexible Municipal Income Fund and PIMCO Flexible Municipal Income Fund, each a
closed-end investment management company that is operated as an “interval fund” for which the Manager serves as investment manager (the “PIMCO Interval Funds”) and PIMCO Managed Accounts
Trust (“PMAT”), an open-end investment management company with multiple series for which the Manager serves as investment adviser and administrator (together with the PIMCO Closed-End Funds and the PIMCO Interval Funds, the “PIMCO-Managed Funds”).
Each Independent
Trustee receives annual compensation of $250,000 for his or her service on the Boards of the PIMCO-Managed Funds, payable quarterly. The Independent Chair of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight
Committee Chair receives an additional $35,000 annually, payable quarterly. The Performance Committee Chair and the Valuation Oversight Committee Chair each receive an additional $10,000 annually, payable quarterly. The Contracts Committee Chair
receives an additional $25,000 annually, payable quarterly. Trustees are also reimbursed for meeting-related expenses.
Each
Trustee’s compensation for his or her service as a Trustee on the Boards of the PIMCO-Managed Funds and other costs in connection with joint meetings of such Funds are allocated among the PIMCO-Managed Funds, as applicable, on the basis of
fixed percentages as among PMAT, the PIMCO Interval Funds and the PIMCO Closed-End Funds. Trustee compensation and other costs are then further allocated pro rata among the individual funds within each
grouping based on each such fund’s relative net assets.
The Funds have no employees. The Funds’ officers and Interested
Trustees (Messrs. Fisher and Maney) are compensated by the Manager or its affiliates, as applicable.
The Trustees do not currently
receive any pension or retirement benefits from the Funds or the Fund Complex (see below).
The following table sets forth information
regarding the compensation received by the Independent Trustees and nominees for the fiscal year ended December 31, 2021. For the calendar year ended December 31, 2021, the Independent Trustees received the compensation set forth in the
table below for serving as Trustees of the Funds and other funds in the same Fund Complex as the Funds. Each officer and each Trustee who is a director, officer, partner, member or employee of the Manager, or of any entity controlling, controlled by
or under common control with the Manager, including any Interested Trustee,
36
serves without any compensation from the Funds. Ms. McCartney is not included in the table below because she was appointed to the Board of the Funds effective July 1, 2022 and thus did
not serve on the Board of the Funds as of December 31, 2021. Ms. McCartney had not received any compensation from the Funds or the Fund Complex for service as Trustee of the Funds as of December 31, 2021.
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name of Trustee/
Nominees |
|
Aggregate
Compensation
from PMF for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PCQ for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PNF for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PML for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PCK for
the Fiscal
Year Ended
December 31,
2021
|
|
| Independent Trustee/ Nominee |
|
|
|
|
|
|
|
|
|
|
|
|
|
| T. Matthew Buffington(2) |
|
$ |
23,802 |
|
|
$ |
18,476 |
|
|
$ |
6,032 |
|
|
$ |
51,035 |
|
|
$ |
20,182 |
|
| Derrick A. Clark(3) |
|
$ |
4,291 |
|
|
$ |
3,353 |
|
|
$ |
1,087 |
|
|
$ |
9,239 |
|
|
$ |
3,655 |
|
| Sarah E. Cogan |
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
| Deborah A. DeCotis |
|
$ |
7,199 |
|
|
$ |
5,613 |
|
|
$ |
1,823 |
|
|
$ |
15,482 |
|
|
$ |
6,121 |
|
| Hans W. Kertess(4) |
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
| Joseph B. Kittredge, Jr. |
|
$ |
6,599 |
|
|
$ |
5,145 |
|
|
$ |
1,671 |
|
|
$ |
14,192 |
|
|
$ |
5,611 |
|
| Kathleen McCartney(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| William B. Ogden, IV(7) |
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
| Alan Rappaport |
|
$ |
5,399 |
|
|
$ |
4,210 |
|
|
$ |
1,367 |
|
|
$ |
11,611 |
|
|
$ |
4,591 |
|
| E. Grace Vandecruze(8) |
|
$ |
3,964 |
|
|
$ |
3,083 |
|
|
$ |
1,004 |
|
|
$ |
8,518 |
|
|
$ |
3,364 |
|
| Interested Trustee/Nominee |
|
|
|
|
|
|
|
|
|
| David N. Fisher(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| John C. Maney(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name of Trustee/ Nominees |
|
Aggregate
Compensation
from PNI for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PMX for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Aggregate
Compensation
from PZC for
the Fiscal
Year Ended
December 31,
2021
|
|
|
Total
Compensation
from the
Funds and
Fund
Complex Paid
to Trustees/
Nominees for
the Calendar
Year
Ended
December 31,
2021(1) |
|
| Independent Trustee/ Nominee |
|
|
|
|
|
|
|
|
|
| T. Matthew Buffington(2) |
|
$ |
9,280 |
|
|
$ |
25,186 |
|
|
$ |
15,697 |
|
|
$ |
169,690 |
|
| Derrick A. Clark(3) |
|
$ |
1,670 |
|
|
$ |
4,553 |
|
|
$ |
2,843 |
|
|
$ |
30,690 |
|
| Sarah E. Cogan |
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
| Deborah A. DeCotis |
|
$ |
2,803 |
|
|
$ |
7,631 |
|
|
$ |
4,763 |
|
|
$ |
300,000 |
|
| Hans W. Kertess(4) |
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
| Joseph B. Kittredge, Jr. |
|
$ |
2,569 |
|
|
$ |
6,995 |
|
|
$ |
4,366 |
|
|
$ |
275,000 |
|
| Kathleen McCartney(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| William B. Ogden, IV(7) |
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
| Alan Rappaport |
|
$ |
2,102 |
|
|
$ |
5,724 |
|
|
$ |
3,572 |
|
|
$ |
225,000 |
|
| E. Grace Vandecruze(8) |
|
$ |
1,544 |
|
|
$ |
4,200 |
|
|
$ |
2,617 |
|
|
$ |
168,750 |
|
| Interested Trustee/ Nominee |
|
|
|
|
|
| David N. Fisher(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| John C. Maney(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| (1) |
Prior to February 1, 2021, the Fund Complex was composed of the PIMCO-Managed Funds and a number of open-
and closed-end funds advised by Allianz Global Investors U.S. LLC, an affiliate of PIMCO. Effective February 1, 2021 (and February 26, 2021 with respect to Virtus Artificial Intelligence &
Technology Opportunities Fund (formerly, Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund)), however, Virtus Investment Advisers, Inc. became the primary investment adviser of those funds, and therefore they ceased
to be included within the definition of Fund Complex as used herein. For the calendar year ended December 31, 2021, amounts received by the Trustees from the PIMCO-Managed Funds were: for each of Messrs. Buffington and Clark, $50,654; for
Ms. Cogan, $225,000; for Ms. DeCotis, $300,000; for each of Messrs. Kertess, Ogden and Rappaport, $225,000; and for Mr. Kittredge, $168,750. These amounts are included in the Fund Complex totals in the table above.
|
| (2) |
Effective December 17, 2021, Matthew Buffington was no longer a Trustee of PIMCO Municipal Income Fund,
PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO Municipal Income Fund III and PIMCO California
Municipal Income Fund III. |
38
| (3) |
Effective December 3, 2021, Derrick A. Clark was no longer a Trustee of PIMCO Municipal Income Fund, PIMCO
California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, PIMCO New York Municipal Income Fund II, PIMCO Municipal Income Fund III and PIMCO California
Municipal Income Fund III. |
| (4) |
Mr. Kertess retired from the Board of each Fund effective December 31, 2021. |
| (5) |
Effective July 1, 2022, Ms. McCartney became a Trustee of the Funds. |
| (6) |
Messrs. Fisher and Maney are interested persons of the Fund and do not receive compensation from the Fund for
their services as Trustees. |
| (7) |
In anticipation of his expected retirement from all of the PIMCO Sponsored
Closed-End Funds as of December 31, 2022, Mr. Ogden is not standing for re-election as a Trustee of the Funds. |
| (8) |
Ms. Vandecruze became a Trustee of the Funds other than PYN effective June 29, 2021 and became a
Trustee of PYN effective June 30, 2021. |
Trustee Qualifications — The Board has determined that
each nominee is qualified to serve as a Trustee based on several factors (none of which alone is decisive). Each nominee is knowledgeable about the Funds’ business and service provider arrangements in part because he or she serves as trustee or
director to a number of other investment companies advised by PIMCO and/or its affiliates with similar arrangements to that of the Funds or has had significant experience in the investment management and/or financial services industries. Among the
factors the Board considers when concluding that an individual is qualified to serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to
work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and
organizations; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee and/or nominee, the individual’s substantial professional accomplishments and prior experience,
including, in some cases, in fields related to the operations of the Funds, were a significant factor in the determination by the Board that the individual is qualified to serve as a Trustee of the Funds. The following is a summary of various
qualifications, experiences and skills of each Trustee and/or nominee (in addition to business experience during the past five years set forth in the table above) that contributed to the Board’s conclusion that an individual is qualified to
serve on the Board. References to qualifications, experiences and skills are not intended to hold out
39
the Board or individual nominees as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Deborah A. DeCotis — Ms. DeCotis has substantial senior executive experience in the investment banking industry,
having served as a Managing Director for Morgan Stanley. She has extensive board experience and experience in oversight of investment management functions through her experience as a former Director of the Helena Rubenstein Foundation, Stanford
Graduate School of Business and Armor Holdings.
Sarah E. Cogan — Ms. Cogan has substantial legal experience in the
investment management industry, having served as a partner at a large international law firm in the corporate department for over 25 years and as former head of the registered funds practice. She has extensive experience in oversight of investment
company boards through her experience as counsel to the Independent Trustees of certain PIMCO-Managed Funds and as counsel to other independent trustees, investment companies and asset management firms.
David N. Fisher — Mr. Fisher has substantial executive experience in the investment management industry. Mr. Fisher is a
Managing Director and Co-Head of U.S. Global Wealth Management Strategic Accounts at PIMCO. In this role, he helps oversee relationships with key distribution partners and develop the firm’s growth
strategy across wealth management channels. Prior to taking on this position, Mr. Fisher was Head of Traditional Product Strategies at PIMCO, where he oversaw teams of product strategists covering core and
non-core fixed income strategies as well as the firm’s suite of equity strategies, was a Global Bond Strategist at PIMCO, and has managed PIMCO’s Total Return Strategy. Because of his familiarity
with PIMCO and its affiliates, Mr. Fisher serves as an important information resource for the Independent Trustees and as a facilitator of communication with PIMCO.
Joseph B. Kittredge, Jr. — Mr. Kittredge has substantial experience in the investment management industry, having served for
thirteen years as General Counsel to Grantham, Mayo, Van Otterloo & Co. LLC, the adviser to the GMO mutual fund complex, and as a Trustee and senior officer for Funds in the GMO complex. Previously, he was a partner at a large international
law firm. Mr. Kittredge has extensive experience in asset management regulation and has provided legal advice to investment company boards, registered funds and their sponsors with respect to a broad range of financial, legal, tax, regulatory
and other issues. He also serves as the Audit Oversight Committee’s Chair and has been determined by the Board to be an “audit committee financial expert.”
40
John C. Maney — Mr. Maney has substantial executive and board experience in
the investment management industry. Prior to January 2020, he served in a variety of senior-level positions with investment advisory firms affiliated with the Manager, including Allianz Asset Management of America L.P. (the Manager’s U.S.
parent company). In addition, Mr. Maney currently provides various services to the Manager as a senior advisor. Because of his familiarity with the Manager and affiliated entities, he serves as an important information resource for the
Independent Trustees and as a facilitator of communication with the Manager and its affiliates.
Kathleen McCartney —
Ms. McCartney has substantial board experience, having served on a number of nonprofit boards, as trustee of Tufts University, director of the American Council on Education, director of the Consortium on Financing Higher Education, founding
board member of edX, and director of the Bellwether Education Partners board. She also has substantial senior executive experience as the President of Smith College and director of Five Colleges, Inc.
William B. Ogden, IV — Mr. Ogden has substantial senior executive experience in the investment banking industry. He
served as Managing Director at Citigroup, where he established and led the firm’s efforts to raise capital for, and provide mergers and acquisition advisory services to, asset managers and investment advisers. He also has significant experience
with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.
Alan
Rappaport — Mr. Rappaport has substantial senior executive experience in the financial services industry. He formerly served as Chairman and President of the Private Bank of Bank of America and as Vice Chairman of U.S. Trust
and as an Advisory Director of an investment firm.
E. Grace Vandecruze — Ms. Vandecruze has substantial senior executive
experience in the financial services industry. She is Founder and Managing Director of Grace Global Capital LLC, a strategic advisory firm to the insurance industry (since 2006). She has extensive board experience and experience in oversight of
investment management and insurance company functions through her experience as a Director and Member of the Audit Committee and the Wealth Solutions Advisory Committee, M Financial Group, a life insurance company (2015-2021), a Director of The
Doctors Company, a medical malpractice insurance company (since 2020) and a Director and Member of the Investment & Risk Committee, Resolution Life Group Holdings, a global life insurance group (since 2021).
41
Committees of the Board of Trustees.
Audit Oversight Committee. The Board of each Fund has established an Audit Oversight Committee in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently consisting of Messrs. Kittredge, Ogden, Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze, each of whom is an
Independent Trustee. Mr. Kittredge is the current Chair of each Fund’s Audit Oversight Committee. Each Fund’s Audit Oversight Committee provides oversight with respect to the internal and external accounting and auditing procedures of
each Fund and, among other things, determines the selection of the independent registered public accounting firm for each Fund and considers the scope of the audit, approves all audit and permitted non-audit
services proposed to be performed by those auditors on behalf of each Fund and approves non-audit services to be performed by the auditors for certain affiliates, including the Manager and entities in a
control relationship with the Manager that provide services to each Fund where the engagement relates directly to the operations and financial reporting of the Fund. The Audit Oversight Committee considers the possible effect of those services on
the independence of the Funds’ independent registered public accounting firm. Each member of each Fund’s Audit Oversight Committee is “independent,” as independence for audit committee members is defined in the currently
applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.
The Board of each Fund has adopted a
written charter for its Audit Oversight Committee. A copy of the written charter for each Fund, as amended through January 1, 2022, is attached to this Proxy Statement as Exhibit A. A report of the Audit Oversight Committee of each
Fund, dated February 23, 2022, is attached to this Proxy Statement as Exhibit C.
Governance and Nominating
Committee. The Board of each Fund has established a Governance and Nominating Committee composed solely of Independent Trustees, currently consisting of Messrs. Kittredge, Ogden and Rappaport and Mses. Cogan, DeCotis, McCartney and
Vandecruze. Ms. DeCotis is the current Chair of each Fund’s Governance and Nominating Committee. The primary purposes and responsibilities of each Fund’s Governance and Nominating Committee are: (i) advising and making
recommendations to the Board on matters concerning Board governance and related Trustee practices, and (ii) the screening and nomination of candidates for election to the Board as Independent Trustees.
The responsibilities of each Fund’s Governance and Nominating Committee include considering and making recommendations to the Fund’s
Board regarding: (1) governance, retirement and other policies, procedures and practices relating to
42
the Board and the Trustees; (2) in consultation with the Chair of the Board, matters concerning the functions and duties of the Trustees and committees of the Board; (3) the size of the
Board and, in consultation with the Chair of the Board, the Board’s committees and their composition; and (4) Board and committee meeting procedures. The Committee will also periodically review and recommend for approval by the Board the
structure and levels of compensation and any related benefits to be paid or provided by a Fund to the Independent Trustees for their services on the Board and any committees on the Board.
The Governance and Nominating Committee is responsible for reviewing and recommending qualified candidates to the Board in the event that a
position is vacated or created or when Trustees are to be re-elected. The Governance and Nominating Committee of each Fund has adopted a charter, which is attached to this Proxy Statement as Exhibit B.
Each member of each Fund’s Governance and Nominating Committee is “independent,” as independence for nominating committee
members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.
Qualifications, Evaluation and Identification of Trustees/Nominees. The Governance and Nominating Committee of each Fund requires
that Trustee candidates have a college degree or equivalent business experience. When evaluating candidates, each Fund’s Governance and Nominating Committee may take into account a wide variety of factors including, but not limited to:
(i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and
expertise and (v) overall diversity of the Board’s composition.
The process of identifying nominees involves the consideration
of candidates recommended by one or more of the following sources: (i) the Fund’s current Trustees, (ii) the Fund’s officers, (iii) the Fund’s investment adviser, (iv) the Fund’s shareholders and (v) any
other source the Committee deems to be appropriate. The Governance and Nominating Committee of each Fund may, but is not required to, retain a third-party search firm at a Fund’s expense to identify potential candidates.
Consideration of Candidates Recommended by Shareholders. The Governance and Nominating Committee of each Fund will review and
consider nominees recommended by shareholders to serve as Trustees, provided that the recommending shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the PIMCO Sponsored
Closed-End Funds”, which are
43
set forth as Appendix B to the Funds’ Governance and Nominating Committee Charter, attached to this Proxy Statement as Exhibit B. Among other requirements, these procedures provide
that the recommending shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund and that such submission must be received at such
offices not less than 45 days nor more than 75 days prior to the date of the Board or shareholder meeting at which the nominee would be elected. . Any recommendation must include certain biographical and other information regarding the candidate and
the recommending shareholder and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary. Please refer to Appendix B to
the Governance and Nominating Committee Charter for each Fund, which is attached to this Proxy Statement as Exhibit B for details.
The Governance and Nominating Committee has full discretion to reject nominees recommended by shareholders and there is no assurance that any
such person properly recommended and considered by the Committee will be nominated for election to the Board of each Fund.
Diversity. The Governance and Nominating Committee takes diversity of a particular nominee and overall diversity of the Board into
account when considering and evaluating nominees for Trustee. The Board has adopted a diversity policy and, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s
professional experience, education, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience
are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds.
Valuation Oversight
Committee. The Board of each Fund has established a Valuation Oversight Committee currently consisting of Messrs. Kittredge, Ogden and Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze. Mr. Ogden is the current Chair of each
Fund’s Valuation Oversight Committee. The Valuation Oversight Committee has been delegated responsibility by the Board for overseeing determination of the fair value of each Fund’s portfolio securities and other assets. The Valuation
Oversight Committee of each Fund reviews and approves procedures for the fair valuation of the Fund’s portfolio securities and periodically reviews reports and assessments provided by the Manager pursuant to the Fund’s valuation procedures
and the Manager’s pricing policy. With respect to the fair valuation of portfolio securities for which market quotations are not readily available, the Manager has been designated as
44
“valuation designee” for each Fund in accordance with Rule 2a-5 under the 1940 Act. Each Fund’s Valuation Oversight Committee reports to the
Board periodically as to the Committee’s activities and oversight of the Manager’s administration of the Fund’s valuation procedures and the valuation designee’s carrying out of its responsibilities under Rule 2a-5.
Contracts Committee. The Board of each Fund has established a Contracts Committee,
currently consisting of Messrs. Kittredge, Ogden, and Rappaport and Mses. Cogan, DeCotis, McCartney and Vandecruze. Ms. Cogan is the current Chair of each Fund’s Contracts Committee. The Contracts Committee meets as the Board deems
necessary to review the performance of, and the reasonableness of the fees paid to, as applicable, the Funds’ investment adviser(s) and any sub-adviser(s), administrators(s) and principal underwriters(s)
and to make recommendations to the Board regarding the approval and continuance of each Fund’s contractual arrangements for investment advisory, sub-advisory, administrative and distribution services, as
applicable. The Contracts Committee also may review and evaluate the terms of other contracts or amendments thereto with the Funds’ other major service providers at the Board’s request.
Performance Committee. The Board of each Fund has established a Performance Committee, currently consisting of Messrs. Kittredge,
Ogden, Rappaport, Maney and Fisher and Mses. Cogan, DeCotis, McCartney and Vandecruze. Mr. Rappaport is the current Chair of each Fund’s Performance Committee. The Performance Committee’s responsibilities include reviewing the
performance of the Funds and any changes in investment philosophy, approach and personnel of the Manager.
Meetings. During
the fiscal year ended December 31, 2021, the Board of Trustees held four regular meetings. The Audit Oversight Committee met in separate session six times, the Governance and Nominating Committee met in separate session three times, the
Valuation Oversight Committee met in separate session four times, the Contracts Committee met in separate session three times, and the Performance Committee met in separate session four times. Each Trustee attended in person or via
teleconference at least 75% of the regular meetings of the Board and meetings of the committees on and during which such Trustee served for the Fund that were held during the fiscal year ended December 31, 2021.
The Trustees generally do not attend the annual shareholder meetings.
Shareholder Communications with the Board of Trustees. The Board of Trustees of each Fund has adopted procedures by which
Shareholders may send communications to the Board. Shareholders may mail written communications to
45
the Board to the attention of the Board of Trustees, [name of Fund], c/o Fund Administration, Pacific Investment Management Company LLC, 1633 Broadway, New York, New York 10019. Shareholder
communications must (i) be in writing and be signed by the Shareholder and (ii) identify the class and number of Shares held by the Shareholder. The Secretary of each Fund or her designee is responsible for reviewing properly submitted
shareholder communications. The Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled Board meeting or (ii) if the Secretary determines that the
communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not
reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in a Fund or is otherwise routine or ministerial in nature. These procedures
do not apply to (i) any communication from an officer or Trustee of a Fund or (ii) any communication from an employee or agent of a Fund, unless such communication is made solely in such employee’s or agent’s capacity as a
shareholder, but they shall apply to any shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection with such a proposal. A Fund’s Trustees
are not required to attend the Fund’s annual shareholder meetings or to otherwise make themselves available to shareholders for communications, other than by the aforementioned procedures.
Section 16(a) Reports. Each Fund’s Trustees and certain officers, investment adviser, certain affiliated
persons of the investment adviser and persons who beneficially own more than 10% of any class of outstanding securities of a Fund (i.e., a Fund’s Common Shares or Preferred Shares) are required to file forms reporting their affiliation
with the Fund and reports of ownership and changes in ownership of the Fund’s securities with the Securities and Exchange Commission (the “SEC”) and the NYSE. Based solely on a review of these forms filed electronically with the SEC
and any written representation from reporting persons during the most recently concluded fiscal year, each Fund believes that each of the Trustees and officers, investment adviser and relevant affiliated persons of the investment adviser and the
persons who beneficially own more than 10% of any class of outstanding securities of the Fund has complied with all applicable filing requirements during each Fund’s respective fiscal year.
Required Vote. The election of Ms. McCartney and the re-election of Ms. DeCotis to
the Boards of PMF, PCQ, PNF, PML, PCK and PNI will require the affirmative vote of a plurality of the votes of the Common Shareholders and
46
Preferred Shareholders (voting together as a single class) of the relevant Fund cast in the election of Trustees at the Meeting, in person or by proxy. The
re-election of Ms. Cogan to the Boards of PMF, PCQ, PNF, PML, PCK and PNI will require the affirmative vote of a plurality of the votes of the Preferred Shareholders (voting as a separate class) of the
relevant Fund cast in the election of Trustees at the Meeting, in person or by proxy. The election of Ms. McCartney and the re-election of Mr. Rappaport to the Boards of PMX and PZC will require the
affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of the relevant Fund cast in the election of Trustees at the Meeting, in person or by proxy. The re-election of Mr. Kittredge to the Boards of PMX and PZC will require the affirmative vote of a plurality of the Preferred Shareholders (voting as a separate class) of the relevant Fund cast in the election of
Trustees at the Meeting, in person or by proxy. The election of Ms. McCartney and the re-election of Mr. Fisher to the Board of PYN will require the affirmative vote of a plurality of the votes of
the Common Shareholders and Preferred Shareholders (voting together as a single class) of the Fund cast in the election of Trustees at the Meeting, in person or by proxy. The re-election of Ms. Cogan to
the Board of PYN will require the affirmative vote of a plurality of the votes of the Preferred Shareholders (voting as a separate class) of the Fund cast in the election of Trustees at the Meeting, in person or by proxy. The requirement for
“the affirmative vote of a plurality of the votes… cast” means, assuming that a quorum is present, that the nominee who receives the largest number of votes of the applicable Shares cast in person or by proxy at the Meeting (even if
he or she receives less than a majority) will be elected or re-elected, as applicable, as a Trustee.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL AND THE ELECTION OF ALL THE NOMINEES.
ADDITIONAL INFORMATION
Executive and Other Officers of the Funds. The table below provides certain information concerning the executive officers of the
Funds and certain other officers who perform similar duties. Officers of the Funds hold office at the pleasure of the relevant Board and until their successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is
removed with or without cause or becomes disqualified. Officers and employees of the Funds who are principals, officers, members or employees of the Manager are not compensated by the Funds.
47
|
|
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held
with Funds |
|
Length of
Time Served |
|
Principal Occupation(s)
During the Past 5 Years |
| Eric D. Johnson1
1970 |
|
President |
|
Since 2019 |
|
Executive Vice President and Head of Funds Business Group Americas, PIMCO. President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Keisha Audain-Pressley2
1975 |
|
Chief
Compliance
Officer |
|
Since 2018 |
|
Executive Vice President and Deputy Chief Compliance Officer, PIMCO. Chief Compliance Officer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
|
|
|
|
| Ryan G. Leshaw1
1980 |
|
Chief Legal
Officer |
|
Since 2019 |
|
Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO-Managed Funds. Vice President, Senior Counsel and Secretary, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Associate, Willkie Farr & Gallagher LLP. |
|
|
|
|
| Joshua D. Ratner2
1976 |
|
Senior Vice
President |
|
Since 2019 |
|
Executive Vice President and Head of Americas Operations, PIMCO. Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
48
|
|
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held
with Funds |
|
Length of
Time Served |
|
Principal Occupation(s)
During the Past 5 Years |
| Peter G. Strelow1
1970
|
|
Senior Vice
President |
|
Since 2019 |
|
Managing Director and Co-Chief Operating Officer, PIMCO. Senior Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Chief Administrative Officer, PIMCO. |
|
|
|
|
| Douglas B. Burrill2
1980 |
|
Vice
President |
|
Since August 2022 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Wu-Kwan Kit1
1981 |
|
Vice
President,
Senior
Counsel
and
Secretary |
|
Since 2018 |
|
Senior Vice President and Senior Counsel, PIMCO. Vice President, Senior Counsel and Secretary, PIMCO-Managed Funds. Assistant Secretary, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO
Equity Series VIT. Formerly, Assistant General Counsel, VanEck Associates Corp. |
|
|
|
|
| Jeffrey A. Byer1
1976 |
|
Vice
President |
|
Since 2020 |
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Brian J. Pittluck1
1977 |
|
Vice
President |
|
Since 2020 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series
VIT. |
49
|
|
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held
with Funds |
|
Length of
Time Served |
|
Principal Occupation(s)
During the Past 5 Years |
| Keith A. Werber1
1973 |
|
Vice
President |
|
Since June 2022 |
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Elizabeth A. Duggan1
1964 |
|
Vice
President |
|
Since March 2021 |
|
Executive Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Mark A. Jelic1
1981 |
|
Vice
President |
|
Since September 2021 |
|
Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Bijal Parikh1
1978 |
|
Treasurer |
|
Since January 2021 |
|
Executive Vice President, PIMCO. Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Erik C. Brown3
1967 |
|
Assistant
Treasurer |
|
Since 2015 |
|
Executive Vice President, PIMCO. Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
|
|
|
|
| Brandon T. Evans1
1982 |
|
Deputy
Treasurer |
|
Since March 2022 |
|
Senior Vice President, PIMCO. Deputy Treasurer, PIMCO-Managed Funds, Assistant Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. |
| 1 |
The address of these officers is Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport
Beach, California 92660. |
50
| 2 |
The address of these officers is Pacific Investment Management Company LLC, 1633 Broadway, New York, New York
10019. |
| 3 |
The address of these officers is Pacific Investment Management Company LLC, 401 Congress Ave., Austin, Texas
78701. |
Each of the Funds’ executive officers is an “interested person” of each Fund (as defined in
Section 2(a)(19) of the 1940 Act) as a result of his or her position(s) set forth in the table above.
Investment
Manager. The Manager serves as the investment manager of the Funds. Subject to the supervision of the Board of each Fund, the Manager is responsible for managing the investment activities of the Funds and the Funds’ business
affairs and other administrative matters. The Manager is located at 650 Newport Center Drive, Newport Beach, CA, 92660. The Manager is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European insurance and financial
services company.
Independent Registered Public Accounting Firm. The Audit Oversight Committee of each Fund’s Board and the
full Board of each Fund unanimously selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the fiscal year ending December 31, 2022 for the Funds. PwC served as the independent registered
public accounting firm of each Fund for the fiscal year ended December 31, 2021 and also serves as the independent registered public accounting firm of various other investment companies for which the Manager serves as investment adviser. PwC
is located at 300 Madison Avenue, New York, New York 10017. None of the Funds know of any direct financial or material indirect financial interest of PwC in the Funds. A representative of PwC, if requested by any Shareholder, will be present at the
Meeting via telephone to respond to appropriate questions from Shareholders and will have an opportunity to make a statement if he or she chooses to do so.
Pre-approval Policies and Procedures. Each Fund’s Audit Oversight Committee has
adopted written policies relating to the pre-approval of audit and permitted non-audit services to be performed by the Fund’s independent registered public
accounting firm. Under the policies, on at least an annual basis, a Fund’s Audit Oversight Committee reviews and pre-approves proposed audit and permitted non-audit
services to be performed by the independent registered public accounting firm on behalf of the Fund.
In addition, each Fund’s Audit
Oversight Committee pre-approves at least annually any permitted non-audit services (including audit-related services) to be provided by the independent registered
public accounting firm to the Manager and any entity controlling, controlled by, or under common control with the
51
Manager that provides ongoing services to the Fund (together, the “Service Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial
reporting of the Fund. Although the Audit Oversight Committee does not pre-approve all services provided by the independent registered public accounting firm to Service Affiliates (for instance, if the
engagement does not relate directly to the operations and financial reporting of the Fund), the Committee receives an annual report from the independent registered public accounting firm showing the aggregate fees paid by Service Affiliates for such
services.
Each Fund’s Audit Oversight Committee may also from time to time pre-approve
individual non-audit services to be provided to the Fund or a Service Affiliate that were not pre-approved as part of the annual process described above. A member of the
Audit Oversight Committee to whom this responsibility has been delegated (a “Designated Member”) may also pre-approve these individual non-audit services,
provided that the fee for such services does not exceed a pre-determined dollar threshold. Any such pre-approval by the Designated Member is reported to the full Audit
Oversight Committee for ratification at its next regularly scheduled meeting.
The pre-approval
policies provide for waivers of the requirement that the Audit Oversight Committee pre-approve permitted non-audit services provided to the Funds or their Service
Affiliates pursuant to de minimis exceptions described in Section 10A of the Exchange Act and applicable regulations (referred to herein as the “de minimis exception”).
Audit Fees. Audit Fees are fees related to the audit and review of the financial statements included in annual reports and
registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. For each Fund’s last two fiscal years as reflected below, the Audit Fees billed by PwC to the Fund or to
PIMCO with respect to the Fund are shown in the table below:
|
|
|
|
|
|
|
|
|
| Fund |
|
Fiscal Year Ended |
|
|
Audit Fees |
|
| PMF |
|
|
December 31, 2021 |
|
|
$ |
65,572 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
| PCQ |
|
|
December 31, 2021 |
|
|
$ |
56,108 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
| PNF |
|
|
December 31, 2021 |
|
|
$ |
51,545 |
|
|
|
|
December 31, 2020 |
|
|
$ |
45,196 |
|
| PML |
|
|
December 31, 2021 |
|
|
$ |
74,867 |
|
|
|
|
December 31, 2020 |
|
|
$ |
61,082 |
|
52
|
|
|
|
|
|
|
|
|
| Fund |
|
Fiscal Year Ended |
|
|
Audit Fees |
|
| PCK |
|
|
December 31, 2021 |
|
|
$ |
56,108 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
| PNI |
|
|
December 31, 2021 |
|
|
$ |
51,545 |
|
|
|
|
December 31, 2020 |
|
|
$ |
47,055 |
|
| PMX |
|
|
December 31, 2021 |
|
|
$ |
65,572 |
|
|
|
|
December 31, 2020 |
|
|
$ |
51,618 |
|
| PZC |
|
|
December 31, 2021 |
|
|
$ |
56,108 |
|
|
|
|
December 31, 2020 |
|
|
$ |
47,055 |
|
| PYN |
|
|
December 31, 2021 |
|
|
$ |
49,686 |
|
|
|
|
December 31, 2020 |
|
|
$ |
42,323 |
|
Audit-Related Fees. Audit-Related Fees are fees related to assurance and related services that are
reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” above, and that include accounting consultations, attestation reports, comfort letters, and agreed-upon procedure
reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares for the Funds), if applicable. The table below shows, for each Fund’s last two fiscal years as reflected below, the Audit-Related Fees billed
by PwC to the Fund or to PIMCO with respect to the Fund. During those fiscal years, there were no Audit-Related Fees billed by PwC to the Funds’ Service Affiliates for audit-related services related directly to the operation and financial
reporting of the Funds.
|
|
|
|
|
|
|
|
|
| Fund |
|
Fiscal Year Ended |
|
|
Audit-Related Fees |
|
| PMF |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PCQ |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PNF |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PML |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PCK |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PNI |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PMX |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PZC |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
| PYN |
|
|
December 31, 2021 |
|
|
$ |
13,000 |
|
|
|
|
December 31, 2020 |
|
|
$ |
13,000 |
|
53
Tax Fees. Tax Fees are fees associated with tax compliance, tax advice and tax
planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. The table below shows, for each
Fund’s last two fiscal years as reflected below, the aggregate Tax Fees billed by PwC to the Fund or to PIMCO with respect to the Fund. During those fiscal years, there were no Tax Fees billed by PwC to the Funds’ Service Affiliates for tax-related services related directly to the operation and financial reporting of the Funds.
|
|
|
|
|
|
|
|
|
| Fund |
|
Fiscal Year Ended |
|
|
Tax Fees |
|
| PMF |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PCQ |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PNF |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PML |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PCK |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PNI |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PMX |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PZC |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
| PYN |
|
|
December 31, 2021 |
|
|
$ |
— |
|
|
|
|
December 31, 2020 |
|
|
$ |
— |
|
All Other Fees. All Other Fees are fees related to services other than those reported above under
“Audit Fees,” “Audit-Related Fees” and “Tax Fees.” For each Fund’s last two fiscal years, no such fees were billed by PwC to the Fund or the Fund’s Service Affiliates.
During the periods indicated in the tables above, no services described under “Audit-Related Fees,” “Tax Fees” or
“All Other Fees” were approved pursuant to the de minimis exception.
54
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by PwC, during each Fund’s last two fiscal years as reflected below, for services rendered to each Fund and the Fund’s Service Affiliates are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund |
|
Fiscal Year Ended |
|
|
Aggregate Non-Audit
Fees for Fund |
|
|
Non-Audit Fees for
Service Affiliates |
|
|
Aggregate
Non-Audit Fees* |
|
| PMF |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PCQ |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PNF |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PML |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PCK |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PNI |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PMX |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PZC |
|
|
December 31, 2021 |
|
|
$ |
10,500 |
|
|
$ |
14,035,102 |
|
|
$ |
14,045,602 |
|
|
|
|
December 31, 2020 |
|
|
$ |
10,500 |
|
|
$ |
16,178,737 |
|
|
$ |
16,189,237 |
|
| PYN |
|
|
December 31, 2021 |
|
|
$ |
13,000 |
|
|
$ |
14,035,102 |
|
|
$ |
14,048,102 |
|
|
|
|
December 31, 2020 |
|
|
$ |
13,000 |
|
|
$ |
16,178,737 |
|
|
$ |
16,191,737 |
|
| * |
Includes the sum of the Aggregate Non-Audit Fees for Fund and the Non-Audit Fees for Service Affiliates as noted in the columns to the left. |
55
The table below shows a breakdown of the fees billed by PwC to each Fund, or to PIMCO with
respect to each Fund, for the most recently completed fiscal year attributable the following categories: 1) Audit Fees, 2) Audit- Related Fees, 3) Tax Compliance/Preparation fees and 4) All Other Fees, as well as the percentage of the total fees
billed attributable to the “All Other Fees” category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PMF
(Fiscal Year
Ended
December 31,
2021) |
|
|
PCQ
(Fiscal Year
Ended
December 31,
2021) |
|
|
PNF
(Fiscal Year
Ended
December 31,
2021) |
|
|
PML
(Fiscal Year
Ended
December 31,
2021) |
|
|
PCK
(Fiscal Year
Ended
December 31,
2021) |
|
|
PNI
(Fiscal Year
Ended
December 31,
2021) |
|
|
PMX
(Fiscal Year
Ended
December 31,
2021) |
|
|
PZC
(Fiscal Year
Ended
December 31,
2021) |
|
|
PYN
(Fiscal Year
Ended
December 31,
2021) |
|
| Audit Fees |
|
$ |
65,572 |
|
|
$ |
56,108 |
|
|
$ |
51,545 |
|
|
$ |
74,867 |
|
|
$ |
56,108 |
|
|
$ |
51,545 |
|
|
$ |
65,572 |
|
|
$ |
56,108 |
|
|
$ |
49,686 |
|
| Audit-Related Fees |
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
|
$ |
13,000 |
|
| Tax Compliance/ Tax Return Preparation Fees |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| All Other Fees |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| Percentage of Total Fees attributable to All Other Fees |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Each Fund’s Audit Oversight Committee has determined that the provision by PwC of non-audit services to the Fund’s Service Affiliates that were not pre-approved by the Committee was compatible with maintaining the independence of PwC as the Fund’s
principal auditors.
Other Business. As of the date of this Proxy Statement, each Fund’s officers and the Manager know of
no business to come before the Meeting other than as set forth in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.
Quorum, Adjournments, Meeting Logistics and Methods of Tabulation. A quorum for each Fund at the Meeting will consist of the
presence in person or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Meeting, except that, where the Preferred Shares or Common Shares will vote as separate classes, then 30% of the shares of each
class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. By way of clarification, in the case of Preferred Shares voting as a separate class, 30% of the total number of ARPS and VMTPS entitled to
vote (regardless of the relative liquidation preference of the shares) will be necessary to constitute a quorum. If the quorum required for a Proposal has not been met, the persons named as proxies may propose adjournment of the Meeting with respect
to such Proposal and, if adjournment is proposed, will vote
56
all Shares that they are entitled to vote in favor of such adjournment. Any adjournments with respect to the Proposal for a Fund will require the affirmative vote of a plurality of the Shares of
the relevant Fund entitled to vote thereon present in person or represented by proxy at the session of the Meeting to be adjourned. However, where the Preferred Shares or Common Shares will vote as separate classes, the affirmative vote of a
plurality of shares of the applicable class present in person or by proxy at the session of the Meeting to be adjourned will be necessary to adjourn the Meeting with respect to that class. The costs of any additional solicitation and of any
adjourned session will be borne by PIMCO under its investment management agreement with the Funds. Any proposal properly brought before the Meeting for which sufficient favorable votes have been received by the time of the Meeting will be acted upon
and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal with respect to which a quorum has not been reached. In certain circumstances in which the Funds have
received sufficient votes to approve a matter being recommended for approval by the Boards, the Funds may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of broker
non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Funds as tellers (the “Tellers”) for the
Meeting. For purposes of determining the presence of a quorum for each Fund, the Tellers will include the total number of Shares present at the Meeting in person or by proxy, including Shares represented by proxies that reflect abstentions and
“broker non-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the broker or
nominee does not have the discretionary voting power on a particular matter). For a proposal requiring approval of a plurality of votes cast, such as the election of Trustees, abstentions and broker non-votes
will not be counted towards the achievement of a plurality of votes cast for a nominee and will have no effect on the outcome of the proposal. In the case of a contested election, abstentions and non-votes may
require a nominee to receive a higher percentage of the votes cast in order to achieve a plurality of the votes cast but will not be counted as votes against such nominee’s election.
PIMCO is sensitive to the health and travel concerns of the Funds’ shareholders and the evolving recommendations from public health
officials. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the Funds will issue a
press release announcing the change and file the announcement on the SEC’s EDGAR system, among other steps, but may not deliver additional soliciting materials to shareholders or
57
otherwise amend the Funds’ proxy materials. The Funds may consider imposing additional procedures or limitations on Meeting attendees or conducting the Meeting as a “virtual”
shareholder meeting through the internet or other electronic means in lieu of an in-person meeting, subject to any restrictions imposed by applicable law. If the Meeting will be held virtually in whole or in
part, a Fund will notify its shareholders of such plans in a timely manner and disclose clear directions as to the logistical details of the “virtual” meeting, including how shareholders can remotely access, participate in and vote at such
meeting. The Funds plan to announce these changes, if any, at pimco.com/en-us/our-firm/closedendfunds and encourage you to check this website prior to the Meeting if you
plan to attend. Please note that any shareholder wishing to attend the Meeting in-person is required to comply with any health regulations adopted by federal, state and local governments and/or by PIMCO.
Reports to Shareholders. Below is the date on or about which the Annual Report to Shareholders for the most recently completed
fiscal year of each Fund was mailed:
|
|
|
| Fund |
|
Mail Date for Annual Report to Shareholders
for the Most Recently Completed Fiscal Year |
| PMF/PCQ/PNF/PML/PCK/PNI/PMX/PZC/PYN |
|
March 11, 2022 |
Additional copies of the Funds’ Annual Reports and Semi-Annual Reports may be obtained without charge
from the Funds by calling 1-(844)-337-4626, by visiting the Funds’ website at pimco.com/closedendfunds or by writing to
the Funds at 1633 Broadway, New York, New York 10019.
Shareholder Proposals for the Annual Meeting held during the
2023 Fiscal Year. It is currently anticipated that each Fund’s next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in December 2023. Proposals of Shareholders intended to be
presented at that annual meeting of each Fund must be received by each Fund no later than July 10, 2023 for inclusion in each Fund’s proxy statement and proxy cards relating to that meeting. The submission by a Shareholder of a proposal
for inclusion in the proxy materials does not guarantee that it will be included. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the applicable Fund’s Bylaws.
Shareholders submitting any other proposals (including proposals to elect Trustee nominees) for each Fund intended to be presented at the annual meeting held during the 2023 fiscal year (i.e., other than those to be included in
58
the Fund’s proxy materials) must ensure that such proposals are received by each Fund, in good order and complying with all applicable legal requirements and requirements set forth in each
Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal must be received in writing by each Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which each Fund first mailed its proxy
materials for the prior year’s shareholder meeting; provided that, if, in accordance with applicable law, the upcoming shareholder meeting is set for a date that is not within 30 days from the anniversary of each Fund’s prior shareholder
meeting, such proposal must be received by the later of the close of business on (i) the date 45 days prior to such upcoming shareholder meeting date or (ii) the 10th business day
following the date such upcoming shareholder meeting date is first publicly announced or disclosed. Assuming the next annual meeting is ultimately scheduled to be within 30 days of the December 16 anniversary of this year’s meeting, such
proposals must be received no earlier than September 8, 2023 and no later than September 23, 2023 for each Fund. If a Shareholder who wishes to present a proposal fails to notify the Fund within these dates described above, the proxies
solicited for the meeting will be voted on the Shareholder’s proposal, if it is properly brought before the meeting, in accordance with the judgment of the persons named in the enclosed proxy card(s). If a Shareholder makes a timely
notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules. Shareholder proposals should be addressed to the attention of the Secretary of the applicable Fund, at the
address of the principal executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-3600.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARDS PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE APPLICABLE ANNUAL MEETING. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
November 3, 2022
59
Exhibit A to Proxy Statement
PIMCO Sponsored Closed-End Funds
Audit Oversight Committee Charter
(Adopted as of January 14, 2004,
as amended through January 1, 2022)
The Board of Trustees (each a “Board”) of each of the registered investment companies listed in Appendix A hereto (each, a
“Fund” and, collectively, the “Funds”), as the same may be periodically updated, has adopted this Charter to govern the activities of the Audit Oversight Committee (the “Committee”) of the particular Board with respect
to its oversight of the Fund. This Charter applies separately to each Fund and its particular Board and Committee and shall be interpreted accordingly. This Charter supersedes and replaces any audit committee charter previously adopted by the Board
or a committee of the Board.
Statement of Purpose and Functions
The Committee’s general purpose is to oversee the Fund’s accounting and financial reporting policies and practices and its internal
controls, including by assisting with the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements relevant to financial reporting matters, the qualifications
and independence of the Fund’s independent auditors, and the performance of the Fund’s internal control systems and independent auditors. The Committee’s purpose is also to prepare reports required by Securities and Exchange
Commission rules to be included in the Fund’s annual proxy statements, if any.
The Committee’s function is oversight. While the
Committee has the responsibilities set forth in this Charter, it is not the responsibility of the Committee to plan or conduct audits, to prepare or determine that the Fund’s financial statements are complete and accurate and are in accordance
with generally accepted accounting principles, or to assure compliance with laws, regulations or any internal rules or policies of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Fund’s
internal control systems, and the independent auditors are responsible for conducting a proper audit of the Fund’s financial statements. Members of the Committee are not employees of the Funds and, in serving on this Committee, are not, and do
not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures.
A-1
Each member of the Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within management and outside the Fund from which the Committee receives information and (ii) the accuracy of financial and other information provided to the Committee by such persons or organizations absent actual knowledge
to the contrary.
Membership
The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three (3) Trustees. Each
member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee at any time in its sole discretion.
Each member of the Committee may not be an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and must otherwise satisfy the standards for independence of an audit committee member of an investment company issuer as set forth in Rule
10A-3(b) (taking into account any exceptions to those requirements set forth in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock
Exchange (the “NYSE”). Each member of the Committee must be “financially literate” (or must become so within a reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have
“accounting or related financial management expertise,” in each case as the Board interprets such qualification in its business judgment under NYSE listing standards.
Unless the Board otherwise determines, at least one member of the Committee shall be determined by the Board to be an “audit committee
financial expert” (as defined for purposes of Form N-CSR).
One or more members of the
Committee may be designated by the Board as the Committee’s chair or vice chair, as the case may be, and shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such
times and frequency as he or she deems appropriate; (2) provide input to management regarding its establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve
as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The
Chair can delegate to one or more other Committee members one or more of such duties as he or she deems appropriate.
A-2
Responsibilities and Duties
The Committee’s policies and procedures shall remain flexible to facilitate the Committee’s ability to react to changing conditions
and to generally discharge its functions. The following describe areas of attention in broad terms. The Committee shall:
1. Determine the
selection, retention or termination of the Fund’s independent auditors based on an evaluation of their independence and the nature and performance of the audit and any permitted non-audit services.
Decisions by the Committee concerning the selection, retention or termination of the independent auditors shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The
Fund’s independent auditors must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the independent auditors relating to financial reporting.
2. To consider the independence of the Fund’s independent auditors at least annually, and in connection therewith receive on a periodic
basis formal written disclosures and letters from the independent auditors as required by the applicable rules of the Public Company Accounting Oversight Board (the “PCAOB”).
3. To the extent required by applicable regulations, pre-approve (i) all audit and permitted non-audit services rendered by the independent auditors to the Fund and (ii) all non-audit services rendered by the independent auditors to the Fund’s investment
advisers (including sub-advisers) and to certain of the investment advisers’ affiliates. The Committee may implement policies and procedures by which such services are approved other than by the full
Committee.
4. Review and approve the fees charged by the independent auditors to the Fund, the investment advisers and certain affiliates
of the investment advisers for audit, audit-related and permitted non-audit services.
5. If and
to the extent that the Fund intends to have employees, set clear policies for the hiring by the Fund of employees or former employees of the Fund’s independent auditors.
6. Obtain and review at least annually a report from the independent auditors describing (i) the accounting firm’s internal
quality-control procedures and (ii) any material issues raised (a) by the accounting firm’s most recent internal quality-control review or peer review or (b) by any governmental or
A-3
other professional inquiry or investigation performed within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to address any such
issues.
7. Review with the Fund’s independent auditors arrangements for and the scope of the annual audit and any special audits,
including the form of any opinion proposed to be rendered to the Board and shareholders of the Fund.
8. Meet with management and the
independent auditors to review and discuss the Fund’s annual audited financial statements, including a review of any specific disclosures of management’s discussion of the Fund’s investment performance; and, with respect to the
Fund’s audited financial statements, discuss with the independent auditors matters required by the applicable rules of the PCAOB and any other matters required to be reported to the Committee under applicable law; and provide a statement
whether, based on its review of the Fund’s audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Fund’s Annual Report.
Meet with management to review and discuss the Fund’s unaudited financial statements included in the semi-annual report,
including, if any, a review of any specific disclosure of management’s discussion of the Fund’s investment performance.
9.
Discuss with management and the independent auditors the Fund’s unaudited financial statements.
10. Review with the independent
auditors any audit problems or difficulties encountered in the course of their audit work and management’s responses thereto.
11.
Review with management and, as applicable, with the independent auditors the Fund’s accounting and financial reporting policies, practices and internal controls, management’s guidelines and policies with respect to risk assessment and risk
management, including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the independent auditors.
12. Discuss with management any press releases discussing the Fund’s investment performance and other financial information about the
Fund, as well as any financial information provided by management to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation
(i.e., a case-by-case review is not required) and need not discuss in advance each such release of information.
A-4
13. Establish procedures for (i) the receipt, retention, and treatment of complaints
received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the Fund’s investment advisers, administrator, principal underwriter
(if any) or any other provider of accounting-related services for the investment advisers of concerns regarding accounting or auditing matters.
14. Investigate or initiate the investigation of any fraud, improprieties or suspected improprieties in the Fund’s accounting operations
or financial reporting.
15. Review with counsel legal and regulatory matters that have a material impact on the Fund’s financial and
accounting reporting policies and practices or its internal controls.
16. Report to the Board on a regular basis (at least annually) on
the Committee’s activities.
17. Perform such other functions consistent with this Charter, the Agreement and Declaration of Trust,
Articles of Incorporation and/or Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as set forth in this Charter to a subcommittee of one or more
members of the Committee.
Scope of Responsibility
This Charter shall not be read to impose on the Committee or any member thereof any responsibility to take any action or supervise any activity
of the Fund not otherwise specifically imposed by this Charter or applicable law on the Committee (acting as a body) or any member of the Committee (acting individually). The Committee and members thereof shall be held to the same standard of care,
as applicable, generally applied to the Board or a Trustee under applicable law, and service on the Committee shall not cause any member thereof to be held to a standard of care different from that applicable to his or her service on the Board
generally. The designation of a Committee member as an audit committee financial expert does not impose on such person any duties or responsibilities that are greater than the duties and responsibilities imposed on such person as a member of the
Committee and the Board. The designation of an audit committee financial expert also does not affect the duties or responsibilities of any other member of the Committee or the Board.
A-5
Meetings
At least annually, the Committee shall meet separately with the independent auditors and separately with the representatives of Fund management
responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special meetings as and when it deems necessary or appropriate.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request. The
Committee shall have the authority to engage at the Fund’s expense independent counsel and other experts and consultants whose expertise the Committee considers necessary to carry out its responsibilities. The Fund shall provide for, or arrange
for the provision of, appropriate funding, as determined by the Committee, for the payment of: (i) compensation of the Fund’s independent auditors for the issuance of an audit report relating to the Fund’s financial statements or the
performance of other audit, review or attest services for the Fund; (ii) compensation of independent legal counsel or other advisers retained by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary
or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. In addition, the
performance of the Committee shall be reviewed at least annually.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the Charter at any time on the Board’s own motion.
A-6
Appendix A
Funds Subject to this Charter
(As of December 10, 2021)
PCM FUND, INC. (PCM)
PIMCO
MUNICIPAL INCOME FUND (PMF)
PIMCO MUNICIPAL INCOME II FUND (PML)
PIMCO MUNICIPAL INCOME III FUND (PMX)
PIMCO CALIFORNIA MUNICIPAL INCOME FUND (PCQ)
PIMCO CALIFORNIA MUNICIPAL INCOME II FUND (PCK)
PIMCO CALIFORNIA MUNICIPAL INCOME III FUND (PZC)
PIMCO NEW YORK MUNICIPAL INCOME FUND (PNF)
PIMCO NEW YORK MUNICIPAL INCOME II FUND (PNI)
PIMCO NEW YORK MUNICIPAL INCOME III FUND (PYN)
PIMCO CORPORATE AND INCOME STRATEGY FUND (PCN)
PIMCO CORPORATE AND INCOME OPPORTUNITY FUND (PTY)
PIMCO HIGH INCOME FUND (PHK)
PIMCO
INCOME STRATEGY FUND (PFL)
PIMCO INCOME STRATEGY II FUND (PFN)
PIMCO INCOME OPPORTUNITY FUND (PKO)
PIMCO GLOBAL STOCKSPLUS & INCOME FUND (PGP)
PIMCO STRATEGIC INCOME FUND, INC. FUND (RCS)
PIMCO DYNAMIC INCOME FUND (PDI)
PIMCO DYNAMIC INCOME OPPORTUNITIES FUND (PDO)
PIMCO DYNAMIC CREDIT AND MORTGAGE INCOME FUND (PCI)
PIMCO ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND (NRGX)
A-7
Exhibit B to Proxy Statement
Governance and Nominating Committee Charter
PIMCO Managed Accounts Trust and
PIMCO Sponsored Closed-End Funds
PIMCO Sponsored Interval Funds
The Boards of Directors/Trustees (the “Boards”) of each Trust and respective series thereof (each Trust or series, a
“Fund”) have adopted this Charter to govern the activities of the Governance and Nominating Committee (the “Committee”) of each Board.
Statement of Purpose and Responsibility
The primary purpose and responsibility of each Committee are (i) advising and making recommendations to the Board on matters concerning
Board governance and related Trustee practices, and (ii) the screening and nomination of candidates for election to the Board as Independent Directors/Trustees, as defined below.
Organization
1. Each Committee shall be
comprised of as many Directors/Trustees as the Board shall determine, but in any event not fewer than two (2) Directors/Trustees. Each Committee must consist entirely of Board members who are not “interested persons” of the relevant
Funds (“Independent Trustees”), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Each Board may remove or replace any member of the Committee at any time in its sole discretion.
2. One or more members of a Committee may be designated by the Board as the Committee’s chair or vice chair, as the case may be, and
shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to management regarding its
establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface
with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems
appropriate.
B-1
3. The Committee will have at least one regularly scheduled meeting per year to consider the
compensation of Independent Trustees and other matters the Committee deems appropriate. Additional Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with each Fund’s
Bylaws.
Duties and Responsibilities for Governance Matters
1. Overview of Responsibilities. The responsibilities of the Committee of each Fund include considering and making recommendations to
the Board regarding: (1) governance, retirement and other policies, procedures and practices relating to the Board and the Trustees; (2) in consultation with the Chair of the Trustees, matters concerning the functions and duties of the
Trustees and committees of the Board; (3) the size of the Board and, in consultation with the Chair of the Trustees, the Board’s committees and their composition; and (4) Board and committee meeting procedures, including the
appropriateness and adequacy of the information supplied to the Trustees in connection with such meetings.
2. Trustee
Compensation. The Committee will periodically review and recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by each Fund to the Independent Trustees for their services on
the Board and any committees of the Board.
3. Board Governance Policies. The Committee shall review the Board Governance Policies
designed to enhance the independence and effectiveness of the Independent Trustees in serving the interests of the Funds and their shareholders. The Committee shall review these Policies no less than every two years and shall recommend any changes
to the Board for its approval.
4. The Committee shall discharge any other duties or responsibilities delegated to the Committee by the
Board from time to time.
Trustee Nominations
1. Qualifications for Director/Trustee Nominees. A Director/Trustee candidate must have a college degree or equivalent business
experience. The Committee may take into account a wide variety of factors in considering Director/Trustee candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her
responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) ability, judgment and expertise and (v) overall diversity of the Board’s composition. The Committee shall
consider the effect of
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any relationships delineated in the 1940 Act or other types of relationships, (e.g., business, financial or family relationships) with the investment adviser(s) or other principal service
providers, which might impair independence.
2. Identification of Nominees. In identifying potential nominees for a Board, the
Committee may consider candidates recommended by the following sources: (i) the Fund’s current Directors/Trustees; (ii) the Fund’s officers; (iii) the Fund’s investment adviser or
sub-advisers; (iv) shareholders of the Fund (see below); and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm at
the Fund’s expense to identify potential candidates. With respect to annual nominations for the Closed-End Funds, absent circumstances warranting different action, the Board expects that such nominations
will be made in a manner designed to maintain common Board membership with the other Funds.
3. Consideration of Candidates Recommended
By Shareholders. The Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A (for PIMCO Managed
Accounts Trust and PIMCO Sponsored Interval Funds) and Appendix B (for the PIMCO Sponsored Closed-End Funds) to this Charter, as they may be amended from time to time by a Committee, set forth procedures that must be followed by shareholders
to submit properly a nominee candidate to the Committee (recommendations not properly submitted in accordance with Appendix A or Appendix B (as applicable) will not be considered by the Committee).
4. Recommendation of Candidates to the Board. The Committee will recommend to the Board the Directors/Trustees candidates that it deems
qualified to serve as Independent Trustees on the Board. To the extent practicable, the Committee will rank such potential nominees for the Board in order of preference. The Committee may also consider and recommend to the Board Trustee candidates
who would not qualify as Independent Trustees.
Operating Guidelines
1. The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request.
The Committee shall have the resources and authority necessary or appropriate for purposes of discharging its responsibilities under this Charter, including the authority to engage such legal counsel and other experts and consultants at the
Fund’s expense as the Committee, in its discretion, deems necessary or appropriate to carry out its responsibilities.
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2. Absent actual knowledge to the contrary, each Committee member is entitled to rely upon
(1) the integrity and competence of those persons and organizations that render services to the Trust and from whom the Committee receives information or reports and (2) the accuracy and completeness (both at the time of presentation and
on a continuing basis, as appropriate) of the information and reports provided to the Committee by such persons or organizations. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any
additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of a Fund, under federal and state law.
B-4
Appendix A
Procedures for Shareholders to Submit Nominee Candidates for PIMCO Managed Accounts Trust and PIMCO Sponsored Interval Funds
A shareholder of a Fund must follow the following procedures in order to submit properly a nominee recommendation for the Committee’s consideration.
| 1. |
The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to a
Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. Once each quarter, if any Shareholder Recommendations have been received by the Secretary during the quarter, the Secretary will inform the
Committee of the new Shareholder Recommendations. Because the Fund does not hold annual or other regular meetings of shareholders for the purpose of electing Trustees, the Committee will accept Shareholder Recommendations on a continuous basis.
|
| 2. |
All Shareholder Recommendations properly submitted to a Fund will be held by the Secretary until such time as
(i) the Committee convenes to consider candidates to fill Board vacancies or newly created Board positions (a “Trustee Consideration Meeting”) or (ii) the Committee instructs the Secretary to discard a Shareholder Recommendation
following a Trustee Consideration Meeting or an Interim Evaluation (as defined below). |
| 3. |
At a Trustee Consideration Meeting, the Committee will consider each Shareholder Recommendation then held by
the Secretary. Following a Trustee Consideration Meeting, the Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary. |
| 4. |
The Committee may, in its discretion and at any time, convene to conduct an evaluation of validly submitted
Shareholder Recommendations (each such meeting, an “Interim Evaluation”) for the purpose of determining which Shareholder Recommendations will be considered at the next Trustee Consideration Meeting. Following an Interim Evaluation, the
Committee may instruct the Secretary to discard any or all of the Shareholder Recommendations currently held by the Secretary. |
| 5. |
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”); (B) the number of shares of (and class, if any) of the Fund(s) owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d),
|
B-5
| |
(e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other
information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with the election of Trustees or directors pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Fund (as defined in the Investment Company
Act of 1940, as amended) and, if not an “interested person,” information regarding the candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Fund’s books; (iv) the number of shares of (and class, if any) of the Fund(s) owned beneficially and of record by the
recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being
made by the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board or to
satisfy applicable law. |
B-6
Appendix B
Procedures for Shareholders to Submit Nominee Candidates for
the PIMCO Sponsored Closed-End Funds
A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committee’s consideration.
| 1. |
The shareholder/stockholder must submit any such recommendation (a “Shareholder Recommendation”) in
writing to a Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. |
| 2. |
The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices
of a Fund not less than forty-five (45) calendar days nor more than seventy-five (75) calendar days prior to the date of the Board or shareholder meeting at which the nominee would be elected. |
| 3. |
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”); (B) the class and number of all shares of the Fund owned of record or beneficially by the candidate, as
reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item
22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted
by the Securities and Exchange Commission or any successor agency applicable to the Fund); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing
required to be made in connection with solicitation of proxies for election of Directors/Trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the
recommending shareholder believes that the candidate is or will be an “interested person” of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding the
candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director/Trustee if elected; (iii) the recommending
shareholder’s name as it appears on the Fund’s books; (iv) the class and number of all shares of the Fund owned beneficially and of record by the recommending shareholder; and (v) a description of all
|
B-7
| |
arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by
the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board.
|
B-8
Exhibit C to Proxy Statement
Report of Audit Oversight Committees
of the Boards of Trustees of
PIMCO
California Municipal Income Fund (PCQ)
PIMCO Municipal Income Fund (PMF)
PIMCO New York Municipal Income Fund (PNF)
PIMCO California Municipal Income Fund II (PCK)
PIMCO Municipal Income Fund II (PML)
PIMCO New York Municipal Income Fund II (PNI)
PIMCO California Municipal Income Fund III (PZC)
PIMCO Municipal Income Fund III (PMX)
PIMCO New York Municipal Income Fund III (PYN)
(each, a “Fund” and, collectively, the “Funds”)
Dated February 23, 2022
The Audit Oversight Committees (collectively, the “Committee”) oversee the Funds’ financial reporting process on behalf of the
Board of Trustees of each Fund (collectively, the “Board”) and operate under a written Charter adopted by the Board. The Committee meets with each Fund’s management (“Management”) and independent registered public accounting
firm and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In connection with the Committee’s and
independent accountant’s responsibilities, Management has advised that the Funds’ financial statements for the fiscal year ended December 31, 2021 were prepared in conformity with the generally accepted accounting principles.
The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (“PwC”), the Funds’ independent
registered public accounting firm, the audited financial statements for the fiscal year ended December 31, 2021. The Committee has discussed with PwC the matters required to be discussed by Statements on Auditing Standard No. 61 (SAS 61).
SAS 61 requires the independent registered public accounting firm to communicate to the Committee matters including, if applicable: 1) methods used to account for significant unusual transactions; 2) the effect of significant accounting policies in
controversial or emerging areas for which there is a lack of authoritative guidance or consensus; 3) the process used by Management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding
the reasonableness of those estimates; and 4) disagreements with Management over the application of accounting principles and certain other matters.
C-1
With respect to each Fund, the Committee has received the written disclosure and the letter from
PwC required by Rule 3526 of the Public Company Accounting Oversight Board (requiring registered public accounting firms to make written disclosure to and discuss with the Committee various matters relating to the auditor’s independence) and
has discussed with PwC their independence. The Committee has also reviewed the aggregate fees billed by PwC for professional services rendered to, or on behalf of, each Fund and, to the extent applicable with respect to each Fund’s reporting
period, for non-audit services provided to Pacific Investment Management Company LLC (“PIMCO”), the Funds’ investment manager, and any entity controlling, controlled by or under common control
with PIMCO that provided services to each Fund during its reporting period. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of the Funds’ independent registered public
accounting firm, whether the provision of such non-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this Report to the Board and recommends that (1) the audited
financial statements for the fiscal year ended December 31, 2021 be included in the Funds’ Annual Report to shareholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and the New
York Stock Exchange, and (3) PwC be reappointed as the Funds’ independent registered public accounting firm for the fiscal year ending December 31, 2022.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Sarah E. Cogan
Deborah A. DeCotis,
Joseph B. Kittredge, Jr.,
William B. Ogden, IV and
Alan Rappaport
E. Grace Vandecruze
C-2
CEF_PROXY_121622
PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO
THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO CALIFORNIA MUNICIPAL INCOME FUND II – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY
VOTING OPTIONS 1. MAIL your signed and voted proxy back in the postage paid envelope provided 2. ONLINE at vote.proxyonline.com using your proxy voting number found below 3. PHONE dial toll-free (888) 227-9349 to reach an automated touchtone
voting line 4. LIVE with a live operator when you call toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The
undersigned holder of common shares of PIMCO California Municipal Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with full power of substitution, as the
proxy or proxies for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) to be held at the offices of Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach,
California 92660, on December 16, 2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting and accompanying Proxy
Statement dated November 3, 2022. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE
HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS
REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion of the proposal. PLEASE VOTE, DATE AND SIGN ON
THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022. The Proxy Statement and the
Annual Report to Shareholders for the fiscal year ended December 31, 2021 for PIMCO California Municipal Income Fund II are also available at https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf. [PROXY ID NUMBER HERE] [BAR CODE
HERE] [CUSIP HERE]
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II – COMMON SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign this
proxy card exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If
a corporation, the signature should be that of an authorized officer who should state his or her title. PROXY CARD SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: FOR
WITHHOLD PROPOSAL A. Election of Trustees — The Board of Trustees urges you to vote FOR the election of the Nominees. 1. (01) Deborah DeCotis ( ) ( ) (02) Kathleen McCartney
( ) ( ) 2. To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of
the proxy holder(s). B. Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING [PROXY
ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO
THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO CALIFORNIA MUNICIPAL INCOME FUND – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING
OPTIONS 1. MAIL your signed and voted proxy back in the postage paid envelope provided 2. ONLINE at vote.proxyonline.com using your proxy voting number found below 3. PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting
line 4. LIVE with a live operator when you call toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The undersigned
holder of common shares of PIMCO California Municipal Income Fund, a Massachusetts business trust (the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with full power of substitution, as the proxy or proxies
for the undersigned to: (i) attend the Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) to be held at the offices of Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California
92660, on December 16, 2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and
otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting and accompanying Proxy Statement dated
November 3, 2022. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO
A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE
SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022. The Proxy Statement and the Annual
Report to Shareholders for the fiscal year ended December 31, 2021 for PIMCO California Municipal Income Fund are also available at https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf. [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP
HERE]
PIMCO CALIFORNIA MUNICIPAL INCOME FUND – COMMON SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign this
proxy card exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If
a corporation, the signature should be that of an authorized officer who should state his or her title. PROXY CARD SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: FOR
WITHHOLD PROPOSAL A. Election of Trustees — The Board of Trustees urges you to vote FOR the election of the Nominees. 1. (01) Deborah DeCotis (02) Kathleen McCartney 2. To vote and otherwise represent the undersigned on any other
business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s). B. Non-Voting Items Change of Address — Please print new address below. Comments — Please
print your comments below. You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO
SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO
THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! PROXY CARD PIMCO MUNICIPAL INCOME FUND – COMMON SHARES SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING OPTIONS 1.
MAIL your signed and voted proxy back in the postage paid envelope provided 2. ONLINE at vote.proxyonline.com using your proxy voting number found below 3. PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line 4. LIVE
with a live operator when you call toll-free 1-866-796-7180 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022 The undersigned holder of
common shares of PIMCO Municipal Income Fund, a Massachusetts business trust (the “Fund”), hereby appoints Ryan G. Leshaw and Wu-Kwan Kit, or any of them, each with full power of substitution, as the proxy or proxies for the undersigned
to: (i) attend the Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) to be held at the offices of Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660, on
December 16, 2022 beginning at 8:00 A.M. Pacific Time, and any adjournment(s) or postponement(s) thereof; and (ii) cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to
represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting and accompanying Proxy Statement dated November 3,
2022. The undersigned hereby revokes any prior proxy given with respect to the Annual Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
FUND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN
THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL
INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. Please refer to the Proxy Statement for a discussion of the proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2022. The Proxy Statement and the Annual Report to
Shareholders for the fiscal year ended December 31, 2021 for PIMCO Municipal Income Fund are also available at https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO_CEF_PROXY.pdf. [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PIMCO MUNICIPAL INCOME FUND – COMMON SHARES YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign this proxy card
exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a
corporation, the signature should be that of an authorized officer who should state his or her title. PROXY CARD SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example: FOR
WITHHOLD PROPOSAL A. Election of Trustees — The Board of Trustees urges you to vote FOR the election of the Nominees. 1. (01) Deborah DeCotis (02) Kathleen McCartney 2. To vote and otherwise represent the undersigned on any other business that
may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s). B. Non-Voting Items Change of Address — Please print new address below. Comments — Please print your
comments below. You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE
ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
PIMCO YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO