SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant ☑
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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☐ Preliminary Proxy
Statement
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☐ Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐ Definitive Joint Proxy
Statement
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☑ Definitive Additional
Materials
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☐ Soliciting Material Under Rule 14a-12
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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
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☑
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials:
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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CLOSED-END FUND
PROXY CONTEST FACT SHEET FOR:
PIMCO MUNICIPAL CLOSED-END
FUNDS
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ANNUAL MEETING IMPORTANT
DATES
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ANNUAL MEETING
LOCATION
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Record Date
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OCTOBER 18, 2019
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OFFICES OF PACIFIC INVESTMENT
MANAGEMENT COMPANY LLC
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Mail Date
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NOVEMBER 12, 2019
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1633 BROADWAY, 42ND FLOOR
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Meeting Date
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DECEMBER 17, 2019 @ 11:00 AM (ET)
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NEW YORK, NEW YORK 10019
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ADDITIONAL INFORMATION
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CONTACT INFORMATION
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Ticker Symbols
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SEE PAGE 6
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Inbound Line
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1-866-406-2288
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CUSIPs
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SEE PAGE 6
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Website
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www.pimco.com
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PIMCO has received notice that, at the upcoming annual meeting, Dryden Capital Fund, LP
intends to nominate another non-incumbent candidate for election as a preferred share Trustee of each Municipal Closed-End Fund.
The current Board-Nominated Trustees do not support the Dryden Nominee and urge you to vote in favor of re-electing the incumbent preferred share Board Nominee,
James A.
Jacobson.
What is the purpose of the Annual Meeting?
The Meeting is scheduled as a joint meeting of the holders of all shares of the Funds, which consist of holders of common shares of each Fund (the
Common Shareholders) and holders of preferred shares of each Fund (the Preferred Shareholders and, together with the Common Shareholders, the Shareholders). The Shareholders of each Fund will vote on whether to
elect the current Board-Nominated Trustees nominees for Trustees of the Funds (the Board Nominees) (the Proposal).
What is the
proxy contest about?
In addition to the Board Nominees, Dryden Capital, LLC, operating in concert with a hedge fund it manages
(Dryden), has nominated Derrick A. Clark as a competing preferred shares Trustee nominee for each Fund (the Dryden Nominee). Dryden is a Preferred Shareholder that owns less than 1% of each Funds Auction Rate Preferred
Shares (ARPS).
What is the Boards recommendation?
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The current Board-Nominated Trustees do not support the Dryden Nominee and urge you to vote in favor of re-electing the incumbent preferred share Board Nominee, James A. Jacobson.
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The current Board-Nominated Trustees have worked well together as a Board and have a strong history of actively
supporting the interests of the Funds and all of their shareholders.
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The current Board-Nominated Trustees of the Funds urge you NOT TO RETURN any proxy card sent by Dryden.
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For Internal Distribution Only
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Page 1
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How does this proxy contest affect voting by Common Shareholders?
For Common Shareholders, the upcoming annual shareholder meeting for the Funds will be similar to previous meetings. As has been the case at previous
meetings, you will be asked to vote, together with the Preferred Shareholders, on the Funds incumbent Board Nominees. You will not be asked to vote for any Dryden Nominee.
Who is paying for the costs of the proxy solicitation?
The solicitation will be primarily by mail and by telephone and the cost of soliciting proxies for each Fund will be borne by PIMCO. PIMCO serves as the
investment manager of each Fund.
What are Shareholders being asked to vote on?
CURRENT BOARD-NOMINATED TRUSTEES RECOMMENDATION FOR THE BOARD NOMINEES
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COMMON
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NAME OF NOMINEE
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YEAR OF BIRTH
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FUNDS
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(01) Sarah E. Cogan
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1956
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PIMCO Municipal Income Fund (PMF)
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(02) Deborah A. DeCotis
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1952
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PIMCO California Municipal Income Fund (PCQ)
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(03) David N. Fisher
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1968
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PIMCO New York Municipal Income Fund (PNF)
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(04) Hans W. Kertess
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1939
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PIMCO Municipal Income Fund II (PML)
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PIMCO California Municipal Income Fund II PCK)
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PIMCO New York Municipal Income Fund II (PNI)
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NAME OF NOMINEE
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YEAR OF BIRTH
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FUNDS
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(01) Sarah E. Cogan
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1956
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PIMCO Municipal
Income Fund III (PMX)
PIMCO California Municipal Income Fund III (PZC)
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(02) David N. Fisher
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1968
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(03) Alan Rappaport
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1953
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PREFERRED
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NAME OF NOMINEE
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YEAR OF BIRTH
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FUNDS
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(01) Sarah E. Cogan
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1956
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PIMCO Municipal
Income Fund (PMF)
PIMCO California Municipal Income Fund (PCQ)
PIMCO New York Municipal Income Fund (PNF)
PIMCO Municipal Income Fund II (PML)
PIMCO
California Municipal Income Fund II (PCK)
PIMCO New York Municipal Income Fund II (PNI)
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(02) Deborah A. DeCotis
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1952
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(03) David N. Fisher
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1968
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(04) James A. Jacobson
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1945
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(05) Hans W. Kertess
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1939
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NAME OF NOMINEE
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YEAR OF BIRTH
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FUNDS
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For Internal Distribution Only
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(01) Sarah E. Cogan
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1956
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PIMCO Municipal Income Fund III (PMX)
PIMCO
California Municipal Income Fund III (PZC)
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(02) David N. Fisher
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1968
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(03) James A. Jacobson
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1945
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(04) Alan Rappaport
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1953
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Cogan
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DeCotis
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Fisher
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Jacobson
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Kertess
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Rappaport
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NAME OF FUND
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TRUSTEE SINCE
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PIMCO Municipal Income Fund (PMF)
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2019
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2011
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2019
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2009
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2001
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2010
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PIMCO California Municipal Income Fund (PCQ)
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2019
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2011
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2019
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2009
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2001
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2010
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PIMCO New York Municipal Income Fund (PNF)
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2019
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2011
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2019
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2009
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2001
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2010
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PIMCO Municipal Income Fund II (PML)
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2019
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2011
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2019
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2009
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2002
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2010
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PIMCO California Municipal Income Fund II (PCK)
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2019
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2011
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2019
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2009
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2002
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2010
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PIMCO New York Municipal Income Fund II (PNI)
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2019
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2011
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2019
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2009
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2002
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2010
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PIMCO Municipal Income Fund III (PMX)
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2019
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2011
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2019
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2009
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2003
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2010
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PIMCO California Municipal Income Fund III (PZC)
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2019
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2011
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2019
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2009
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2003
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2010
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THE CURRENT BOARD-NOMINATED TRUSTEES RECOMMEND A VOTE
FOR
THE BOARD NOMINEES
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ADDITIONAL INFORMATION REGARDING THE PREFERRED PROXY CONTEST
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How does the Board fulfill its fiduciary obligations to Preferred Shareholders?
The Funds Trustees (including preferred share Trustees) have a fiduciary duty to act in the best interests of the Fund, and in carrying out this
duty, they must consider the interests of all shareholders, both common and preferred. This applies to all aspects of the Trustees oversight responsibilities, including, without limitation, their oversight of the Funds performance and
the use of leverage.
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At each of the Funds regular quarterly meetings, the Trustees review and consider detailed reports from PIMCO
regarding the Funds use of leverage, financing costs, and available alternatives to the Funds Auction Rate Preferred Shares (ARPS).
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In considering such alternatives, PIMCO and the Trustees consider PIMCOs economic and interest rate outlook,
market conditions, the rollover and refinancing risks inherent in alternative forms of leverage, the costs, terms, permanency, asset coverage requirements and covenants, as applicable, associated with the leverage alternatives available in the
marketplace and the viability of conducting additional ARPS tender offers at an adequately discounted price. These factors may vary over time and the decision regarding the best form of financing for a Fund is a Fund-specific decision on the
particular dynamics of the Funds financing profile and other market factors.
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PIMCO and the Trustees have continued to closely monitor the Funds leverage and actively consider alternative
primary forms of financing that are in the best interests of Funds and all of their shareholders (both common and preferred), and will continue to do so. In this regard, at each quarterly meeting, PIMCO continues to provide the Trustees with
extensive materials and
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For Internal Distribution Only
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engage in robust discussions regarding the Funds use of leverage, including, without limitation, PIMCOs assessment of the relative costs of ARPS, Variable Rate Municipal Term
Preferred Shares (VMTPS) and other forms of leverage available to the Funds. PIMCO has continued to explain its views on the value of the ARPS to the Funds as compared to available financing arrangements.
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What actions has the Board taken to provide value for preferred holders?
In 2018, at PIMCOs recommendation, each Fund offered all holders of ARPS, including Dryden, an opportunity to tender up to 100% of their ARPS at a
price of 85% of the ARPS liquidation preference (i.e., face value) in a tender offer.
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In considering the interests of all shareholders, the Board determined that, at the time and under then-current market
conditions, this price represented fair value for the ARPS and was in the best interests of the Funds and their shareholders.
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In connection with these tender offers, between 12.26% and 26.58% of the Funds then-outstanding ARPS were tendered
by shareholders. Through such tender offers, Dryden was offered a 100% liquidity alternative for its ARPS and chose not to participate.
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Has
the Board ever engaged in discussions with Dryden regarding their concerns?
Prior to Drydens nomination of Mr. Buffington to
stand for election as a preferred share Trustee at the Funds 2018 annual shareholder meeting, PIMCO and certain of the Funds Trustees met with and responded to various questions from Dryden to the extent possible without disclosing
material, non-public information.
PIMCO and those Trustees explained their views on the value of the
permanency of the ARPS to the Funds as compared to available financing alternatives, and explained the Trustees fiduciary duty to consider the best interests of all shareholders (both common and preferred), including when considering the
Funds use of leverage. Following Mr. Buffingtons election last year, PIMCO and the Trustees have continued to closely monitor the Funds leverage and actively consider alternative primary forms of financing that are in the best
interests of Funds and all of their shareholders (both common and preferred), and will continue to do so.
How does the Board continue to monitor the
Funds use of leverage?
At each quarterly Board meeting, PIMCO continues to provide the Trustees with extensive materials and engage in
robust discussions regarding the Funds use of leverage, including, without limitation, PIMCOs assessment of the relative costs of ARPS, VMTPS and other forms of leverage available to the Funds.
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PIMCO has continued to explain its views on the value of the ARPS to the Funds as compared to available financing
alternatives.
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PIMCO has explained to the Trustees that recent declines in market interest rates since the 2018 tender offers have
reduced the weekly dividends payable on the ARPS and the Funds associated costs, such that the ARPS have, in PIMCOs view, become an even more valuable source of leverage for the Funds in comparison to alternative forms of leverage
available to the Funds, based on, among other considerations, current market conditions and PIMCOs current interest rate outlook.
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For Internal Distribution Only
What is Drydens ownership of preferred shares?
Dryden is a Preferred Shareholder that owns less than 1% of each Funds ARPS. Dryden first purchased ARPS of each Fund in 2016, and continued to
purchase ARPS of certain of the Funds at a substantial discount to their face value as recently as June 2018.
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PHONE:
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To cast your vote by telephone with a proxy specialist, call the toll-free number found on your proxy
card. Representatives are available to take your voting instructions Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.
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MAIL:
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To vote your proxy by mail, check the appropriate voting box on the proxy card, sign and date the card and return it in the
enclosed postage-paid envelope.
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TOUCH-TONE:
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To cast your vote via a touch-tone voting line, call the toll-free number and enter the control number found on your
proxy card.
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INTERNET:
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To vote via the Internet, go to the website on your proxy card and enter the control number found on the proxy
card.
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Proxy Materials Are Available Online At:
www.pimco.com/closedendfunds and https://vote.proxyonline.com/PIMCOFunds/docs/PIMCO2019.pdf
AST Fund Solutions LLC is mentioned on page 7 of the Proxy Statement.
For Internal Distribution Only
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FUND NAME
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CLASS
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TICKER
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CUSIP
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PIMCO California Municipal Income Fund
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Common Shares
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PCQ
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72200N106
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PIMCO California Municipal Income Fund
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Preferred Shares Series A
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PCQ
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72200N205
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PIMCO California Municipal Income Fund
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Preferred Shares Series B
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PCQ
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72200N304
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PIMCO California Municipal Income Fund
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Preferred Shares Series C
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PCQ
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72200N403
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PIMCO California Municipal Income Fund
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Preferred Shares Series 2022
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PCQ
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72200N502
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PIMCO California Municipal Income Fund II
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Common Shares
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PCK
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72200M108
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PIMCO California Municipal Income Fund II
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Preferred Shares Series A
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PCK
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72200M207
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PIMCO California Municipal Income Fund II
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Preferred Shares Series B
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PCK
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72200M306
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PIMCO California Municipal Income Fund II
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Preferred Shares Series C
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PCK
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72200M405
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PIMCO California Municipal Income Fund II
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Preferred Shares Series D
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PCK
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72200M504
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PIMCO California Municipal Income Fund II
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Preferred Shares Series E
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PCK
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72200M603
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PIMCO California Municipal Income Fund II
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Preferred Shares Series 2022
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PCK
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72200M702
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PIMCO California Municipal Income Fund III
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Common Shares
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PZC
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72201C109
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PIMCO California Municipal Income Fund III
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Preferred Shares Series A
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PZC
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72201C208
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PIMCO California Municipal Income Fund III
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Preferred Shares Series B
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PZC
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72201C307
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PIMCO California Municipal Income Fund III
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Preferred Shares Series 2022
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PZC
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72201C406
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PIMCO Municipal Income Fund
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Common Shares
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PMF
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72200R107
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PIMCO Municipal Income Fund
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Preferred Shares Series A
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PMF
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72200R206
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PIMCO Municipal Income Fund
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Preferred Shares Series B
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PMF
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72200R305
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PIMCO Municipal Income Fund
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Preferred Shares Series C
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PMF
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72200R404
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PIMCO Municipal Income Fund
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Preferred Shares Series D
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PMF
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72200R503
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PIMCO Municipal Income Fund
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Preferred Shares Series E
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PMF
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72200R602
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PIMCO Municipal Income Fund
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Preferred Shares Series 2022
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PMF
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72200R701
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PIMCO Municipal Income Fund II
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Common Shares
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PML
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72200W106
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PIMCO Municipal Income Fund II
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Preferred Shares Series A
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PML
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72200W205
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PIMCO Municipal Income Fund II
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Preferred Shares Series B
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PML
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72200W304
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PIMCO Municipal Income Fund II
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Preferred Shares Series C
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PML
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72200W403
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PIMCO Municipal Income Fund II
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Preferred Shares Series D
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PML
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72200W502
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PIMCO Municipal Income Fund II
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Preferred Shares Series E
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PML
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72200W601
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PIMCO Municipal Income Fund II
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Preferred Shares Series 2022
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PML
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72200W700
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PIMCO Municipal Income Fund III
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Common Shares
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PMX
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72201A103
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PIMCO Municipal Income Fund III
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Preferred Shares Series A
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PMX
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72201A202
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PIMCO Municipal Income Fund III
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Preferred Shares Series B
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PMX
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72201A301
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PIMCO Municipal Income Fund III
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Preferred Shares Series C
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PMX
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72201A400
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PIMCO Municipal Income Fund III
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Preferred Shares Series D
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PMX
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72201A509
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PIMCO Municipal Income Fund III
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Preferred Shares Series E
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PMX
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72201A608
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PIMCO Municipal Income Fund III
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Preferred Shares Series 2022
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PMX
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72201A707
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PIMCO New York Municipal Income Fund
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Common Shares
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PNF
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72200T103
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PIMCO New York Municipal Income Fund
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Preferred Shares Series A
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PNF
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72200T301
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PIMCO New York Municipal Income Fund II
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Common Shares
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PNI
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72200Y102
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PIMCO New York Municipal Income Fund II
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Preferred Shares Series A
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PNI
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72200Y201
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PIMCO New York Municipal Income Fund II
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Preferred Shares Series B
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PNI
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72200Y300
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PIMCO New York Municipal Income Fund II
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Preferred Shares Series 2022
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PNI
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72200Y409
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For Internal Distribution Only
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PIMCO Municipal Closed-End Funds
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Proxy Contest Script Preferred Shares
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(CONFIRM RECEIPT OF PROXY MATERIAL)
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Good (morning, afternoon, evening), my name is (AGENTS
FULL NAME).
May I please speak with (SHAREHOLDERS FULL
NAME)?
(Re-Greet If Necessary)
I am calling on a recorded line regarding your current investment with the PIMCO Funds. You should have received a
proxy statement and a WHITE proxy card for the Annual Meeting of Shareholders scheduled for December 17, 2019. Do you still have Managements WHITE proxy card?
(Pause For Response)
STILL HAS WHITE CARD: (Proceed)
DOESNT HAVE WHITE PROXY CARD:
Registered Holder - We will be happy to send you an additional WHITE proxy card. (Proceed)
Beneficial Holder Please contact your broker for an additional proxy card. Be
sure to inform them that you need the WHITE proxy card representing management. (Proceed)
The current
Board-Nominated Trustees greatly appreciate your support and are asking preferred shareholders to vote using only Managements WHITE proxy card in support of the incumbent nominees to the Board. The current Board-Nominated Trustees urge
preferred shareholders to disregard the GOLD proxy card sent to you by Dryden Capital Fund, LP, a shareholder that owns less than 1% of each Funds Auction Rate Preferred Shares.
Your Funds current Board-Nominated Trustees believe that the incumbent nominees to the Board are experienced and
highly qualified individuals who have worked well together as a Board and have a strong history of actively supporting the interests of the Funds and all of their shareholders.
Do you think that you will be returning the WHITE proxy card in support of the current Board-Nominated Trustees
recommendation?
(Pause For Response)
YES OR POSITIVE RESPONSE:
Thank you. Please vote promptly by mail, internet or telephone by following the instructions on the
WHITE proxy card or voting instruction form you received to ensure your shares are counted at the meeting. If you have any questions or you require any assistance, please feel free to call 1-866-406-2288 Monday thru Friday from 9 a.m. to 10 p.m. Eastern Time. Thank you and have a good (morning/afternoon/evening).
|
NO RESPONSE - HAS QUESTIONS NOT VOTING SENDING OTHER CARD:
May I ask what is stopping you from supporting the view of your current Board-nominated Trustees and returning the WHITE
proxy card? (Pause For Response) (Notate)
Your vote at the upcoming meeting is very important, and there are a few things the current Board-Nominated Trustees believe you
should take into account when making your decision.
(Refer to Fact Sheet)
|
For Internal Distribution Only
|
Given that information, do you think that you might return the WHITE proxy card in support of the Board-Nominated Trustees
recommendation?
YES OR POSITIVE (Go to Yes or positive response above)
NO OR NEGATIVE (Go to S/H still sending other card/not voting below)
|
S/H STILL SENDING OTHER CARD/NOT VOTING
I understand. If you have any questions or you require any assistance, please feel free to contact 1-866-406-2288 Mon. Fri. from 9 a.m. to 10 p.m. Eastern Time. Your vote is important and your time is greatly appreciated. Thank
you and have a good (morning/afternoon/evening).
For Internal Distribution Only
PIMCO Municipal Closed-End Funds Proxy Contest
Answering Machine Script
Hello.
I am calling regarding your
investment with the PIMCO Municipal Closed-End Funds.
The Annual Meeting of Shareholders is
scheduled to take place on December 17, 2019. The current Board-Nominated Trustees greatly appreciate your support and are asking preferred shareholders to vote using only Managements WHITE proxy card in support of the incumbent
nominees to the Board.
The current Board-Nominated Trustees urge preferred shareholders to disregard the GOLD proxy card sent to you by
Dryden Capital Fund, LP, a shareholder that owns less than 1% of each Funds Auction Rate Preferred Shares.
Please vote by mail,
internet or telephone by following the instructions on the WHITE proxy card or voting instruction form you received to ensure your shares are counted at the meeting.
If you have any questions or require assistance, please feel free to call 1-866-406-2288 Monday thru Friday from 9 a.m. to 10 p.m. Eastern Time.
Your vote is very
important. Thank you and have a good day.
PIMCO Municipal Closed-End Funds
Level I Answering Machine Script
Hello.
I am calling on behalf of your
investment with the PIMCO Municipal Closed-End Funds.
The Annual Meeting of Shareholders is
scheduled to take place on December 17, 2019. All shareholders are being asked to consider and vote on an important matter. As of today, your vote has not been registered.
Please contact us as soon as possible at
1-866-406-2288 Monday through Friday between the hours of 9:00am and 10:00pm Eastern Time.
Your vote is very important. Thank you and have a good day.
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