A Statement of Cash Flows is presented when a Fund has a significant amount of borrowing during the year, based on the average total borrowing outstanding in relation to total assets or when substantially all of a Fund’s investments are not classified as Level 1 or 2 in the fair value hierarchy.
A Statement of Cash Flows is presented when a Fund has a significant amount of borrowing during the year, based on the average total borrowing outstanding in relation to total assets or when substantially all of a Fund’s investments are not classified as Level 1 or 2 in the fair value hierarchy.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
The following is a summary of the fair valuations according to the inputs used as of December 31, 2022 in valuing the Fund’s assets and liabilities:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
The following is a summary of the fair valuations according to the inputs used as of December 31, 2022 in valuing the Fund’s assets and liabilities:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
The following is a summary of the fair valuations according to the inputs used as of December 31, 2022 in valuing the Fund’s assets and liabilities:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
(Amounts in thousands*, except number of shares, contracts, units and ounces, if any)
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of December 31, 2022:
There were no significant transfers into or out of Level 3 during the period ended December 31, 2022.
6. PRINCIPAL AND OTHER RISKS
In the normal course of business, the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists due to such things as changes in the market (market risk) or failure or inability of the other party to a transaction to perform (credit and counterparty risk). See below for a detailed description of select principal risks. For a complete list of the principal risks the Funds may be subject to, please see the Principal Risks of the Funds section of this report.
company managed by PIMCO that is operated as an “interval fund” and PIMCO Managed Accounts Trust, an open‑end management investment company with multiple series for which PIMCO serves as investment adviser and administrator.
The Funds pay no compensation directly to any Trustee or any other officer who is affiliated with the Manager, all of whom receive remuneration for their services to the Funds from the Manager or its affiliates.
9. RELATED PARTY TRANSACTIONS
The Manager is a related party. Fees payable to this party are disclosed in Note 8, Fees and Expenses, and the accrued related party fee amounts are disclosed on the Statements of Assets and Liabilities.
Certain Funds are permitted to purchase or sell securities from or to certain related affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to ensure that any purchase or sale of securities by the Funds from or to another fund or portfolio that are, or could be, considered an affiliate, or an affiliate of an affiliate, by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with applicable SEC rules and interpretations under the Act. Further, as defined under the procedures, each transaction is effected at the current market price. Purchases and sales of securities pursuant to applicable SEC rules and interpretations under the Act for the period ended December 31, 2022, were as follows (amounts in thousands†):
| | | | | | | | | | | | | | | | |
Fund Name | | | | | Purchases | | | Sales | | | Realized Gain/Loss | |
| | | | |
PIMCO Municipal Income Fund | | | | | | $ | 20,020 | | | $ | 38,847 | | | $ | (2,373 | ) |
| | | | |
PIMCO Municipal Income Fund II | | | | | | | 24,599 | | | | 69,665 | | | | (5,029 | ) |
| | | | |
PIMCO Municipal Income Fund III | | | | | | | 12,595 | | | | 24,272 | | | | (1,889 | ) |
| | | | |
PIMCO California Municipal Income Fund | | | | | | | 10,375 | | | | 11,445 | | | | (1,047 | ) |
| | | | | | | | | | | | | | | | |
Fund Name | | | | | Purchases | | | Sales | | | Realized Gain/Loss | |
| | | | |
PIMCO California Municipal Income Fund II | | | | | | $ | 7,662 | | | $ | 9,278 | | | $ | (1,045 | ) |
| | | | |
PIMCO California Municipal Income Fund III | | | | | | | 6,445 | | | | 8,431 | | | | (667 | ) |
| | | | |
PIMCO New York Municipal Income Fund | | | | | | | 4,160 | | | | 5,488 | | | | (506 | ) |
| | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 5,504 | | | | 7,229 | | | | (615 | ) |
| | | | |
PIMCO New York Municipal Income Fund III | | | | | | | 1,902 | | | | 1,790 | | | | (275 | ) |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
10. GUARANTEES AND INDEMNIFICATIONS
Under each Fund’s organizational documents, each Trustee and officer is indemnified, to the extent permitted by the Act, against certain liabilities that may arise out of performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts.
11. PURCHASES AND SALES OF SECURITIES
The length of time a Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a Fund is known as “portfolio turnover.” Each Fund may engage in frequent and active trading of portfolio securities to achieve its investment objective(s), particularly during periods of volatile market movements. High portfolio turnover may involve correspondingly greater transaction costs, including brokerage commissions or dealer mark‑ups and other transaction costs on the sale of securities and reinvestments in other securities, which are borne by the Fund. Such sales may also result in realization of taxable capital gains, including short-term capital gains (which are generally taxed at ordinary income tax rates when distributed to shareholders). The transaction costs associated with portfolio turnover may adversely affect a Fund’s performance. The portfolio turnover rates are reported in the Financial Highlights.
Purchases and sales of securities (excluding short-term investments) for the period ended December 31, 2022, were as follows (amounts in thousands†):
| | | | | | | | | | | | | | | | | | | | |
| | | | | U.S. Government/Agency | | | All Other | |
| | | | | |
Fund Name | | | | | Purchases | | | Sales | | | Purchases | | | Sales | |
| | | | | |
PIMCO Municipal Income Fund | | | | | | $ | 0 | | | $ | 0 | | | $ | 184,057 | | | $ | 209,906 | |
| | | | | |
PIMCO Municipal Income Fund II | | | | | | | 0 | | | | 0 | | | | 380,420 | | | | 437,127 | |
| | | | | |
PIMCO Municipal Income Fund III | | | | | | | 0 | | | | 0 | | | | 173,732 | | | | 207,954 | |
| | | | | |
PIMCO California Municipal Income Fund | | | | | | | 0 | | | | 0 | | | | 111,804 | | | | 166,934 | |
| | | | | |
PIMCO California Municipal Income Fund II | | | | | | | 0 | | | | 0 | | | | 112,091 | | | | 148,701 | |
| | | | | |
PIMCO California Municipal Income Fund III | | | | | | | 0 | | | | 0 | | | | 94,957 | | | | 127,223 | |
| | | | | |
PIMCO New York Municipal Income Fund | | | | | | | 0 | | | | 0 | | | | 60,084 | | | | 74,413 | |
| | | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 0 | | | | 0 | | | | 78,594 | | | | 87,813 | |
| | | | | |
PIMCO New York Municipal Income Fund III | | | | | | | 0 | | | | 0 | | | | 29,268 | | | | 39,350 | |
| | | | | | | | | | | | | | | | | | | | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 87 |
| | | | |
Notes to Financial Statements | | (Cont.) | | |
12. COMMON SHARES OFFERING
PIMCO Municipal Income Fund II (“PML”) has been authorized to issue an unlimited number of shares at a par value of $0.00001 per share (“Common Shares”).
As of the end of the reporting period, PML had an effective registration statement on file with the SEC authorizing the Fund to issue shares through the “shelf” registration process pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”).
PML has entered into a sales agreement (a “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”), pursuant to
which PML may offer and sell its Common Shares offered by an applicable prospectus supplement through JonesTrading as its agent in negotiated transactions or transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. PML will pay JonesTrading compensation of up to 1.00% of the gross proceeds with respect to sales of the Common Shares actually effected by JonesTrading under the Sales Agreement.
The aggregate dollar amount of Common Shares registered under PML’s Shelf Registration Statement (or its most recent prospectus supplement, if less than such registered amount) as of the end of the period and prior fiscal period were as follows:
| | | | | | | | | | | | |
| | | | | Year Ended 12/31/2022 | | | Year Ended 12/31/2021 | |
|
| | | |
Common Shares registered (aggregate $) | | | | | | $ | 225,000,000 | | | $ | 0 | |
| | | |
Common Shares sold | | | | | | | 2,215,907 | | | | 0 | |
|
| | | |
Offering proceeds (net of offering costs) | | | | | | $ | 20,977,865 | | | $ | 0 | |
|
13. PREFERRED SHARES
(a) Auction-Rate Preferred Shares Each series of Auction-Rate Preferred Shares (“ARPS”) outstanding of each Fund has a liquidation preference of $25,000 per share plus any accumulated, unpaid dividends. Dividends are accumulated daily at an annual rate that is typically reset every seven days through auction procedures (or through default procedures in the event of failed auctions). Distributions of net realized capital gains, if any, are paid at least annually.
For the period ended December 31, 2022, the annualized dividend rates on the ARPS ranged from:
| | | | | | | | | | | | | | | | | | | | |
Fund Name | | | | | Shares Issued and Outstanding | | | High | | | Low | | | As of December 31, 2022 | |
PIMCO Municipal Income Fund | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,310 | | | | 6.050% | | | | 0.078% | | | | 5.940% | |
Series B | | | | | | | 1,367 | | | | 6.384% | | | | 0.078% | | | | 6.050% | |
Series C | | | | | | | 1,294 | | | | 6.096% | | | | 0.078% | | | | 6.050% | |
Series D | | | | | | | 1,388 | | | | 6.338% | | | | 0.078% | | | | 6.050% | |
Series E | | | | | | | 1,309 | | | | 6.035% | | | | 0.078% | | | | 5.940% | |
PIMCO Municipal Income Fund II | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 2,279 | | | | 6.050% | | | | 0.078% | | | | 5.940% | |
Series B | | | | | | | 2,577 | | | | 6.384% | | | | 0.078% | | | | 6.050% | |
Series C | | | | | | | 2,422 | | | | 6.096% | | | | 0.078% | | | | 6.050% | |
Series D | | | | | | | 2,300 | | | | 6.338% | | | | 0.078% | | | | 6.050% | |
Series E | | | | | | | 2,353 | | | | 6.035% | | | | 0.078% | | | | 5.940% | |
PIMCO Municipal Income Fund III | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,018 | | | | 6.050% | | | | 0.078% | | | | 5.940% | |
Series B | | | | | | | 1,190 | | | | 6.384% | | | | 0.078% | | | | 6.050% | |
Series C | | | | | | | 1,350 | | | | 6.096% | | | | 0.078% | | | | 6.050% | |
Series D | | | | | | | 1,334 | | | | 6.338% | | | | 0.078% | | | | 6.050% | |
Series E | | | | | | | 1,296 | | | | 6.035% | | | | 0.078% | | | | 5.940% | |
PIMCO California Municipal Income Fund | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,575 | | | | 8.250% | | | | 0.078% | | | | 5.940% | |
Series B | | | | | | | 1,547 | | | | 8.250% | | | | 0.078% | | | | 6.050% | |
Series C | | | | | | | 1,703 | | | | 8.229% | | | | 0.078% | | | | 5.940% | |
| | | | | | |
88 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fund Name | | | | | Shares Issued and Outstanding | | | High | | | Low | | | As of December 31, 2022 | |
PIMCO California Municipal Income Fund II | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,154 | | | | 6.050% | | | | 0.078% | | | | 5.940% | |
Series B | | | | | | | 879 | | | | 6.384% | | | | 0.078% | | | | 6.050% | |
Series C | | | | | | | 1,235 | | | | 6.096% | | | | 0.078% | | | | 6.050% | |
Series D | | | | | | | 926 | | | | 6.338% | | | | 0.078% | | | | 6.050% | |
Series E | | | | | | | 953 | | | | 6.035% | | | | 0.078% | | | | 5.940% | |
PIMCO California Municipal Income Fund III | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,920 | | | | 6.384% | | | | 0.078% | | | | 6.050% | |
Series B | | | | | | | 1,995 | | | | 6.338% | | | | 0.078% | | | | 6.050% | |
PIMCO New York Municipal Income Fund | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,641 | | | | 6.384% | | | | 0.078% | | | | 6.050% | |
PIMCO New York Municipal Income Fund II | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,178 | | | | 6.096% | | | | 0.078% | | | | 6.050% | |
Series B | | | | | | | 1,142 | | | | 6.035% | | | | 0.078% | | | | 5.940% | |
PIMCO New York Municipal Income Fund III | | | | | | | | | | | | | | | | | | | | |
Series A | | | | | | | 1,178 | | | | 6.050% | | | | 0.078% | | | | 5.940% | |
Each Fund is subject to certain limitations and restrictions while ARPS are outstanding. Failure to comply with these limitations and restrictions could preclude a Fund from declaring or paying any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of ARPS at their liquidation preference plus any accumulated, unpaid dividends.
Ratings agencies may change their methodologies for evaluating and providing ratings for shares of closed-end funds at any time and in their sole discretion, which may affect the rating (if any) of Fund’s shares. In addition, ratings downgrades may result in an increase to the Fund’s Maximum Rate, as defined below.
Auction-Rate Preferred shareholders of each Fund, who are entitled to one vote per share, generally vote together with the common shareholders of the Fund but vote separately as a class to elect two Trustees of the Fund and on certain matters adversely affecting the rights of the ARPS.
Since mid‑February 2008, holders of ARPS issued by the Funds have been directly impacted by a lack of liquidity, which has similarly affected ARPS holders in many of the nation’s closed‑end funds. Since then, regularly scheduled auctions for ARPS issued by the Funds have consistently “failed” because of insufficient demand (bids to buy shares) to meet the supply (shares offered for sale) at each auction. In a failed auction, ARPS holders cannot sell all, and may not be able to sell any, of their shares tendered for sale. While repeated auction failures have affected the liquidity for ARPS, they do not constitute a default or automatically alter the credit quality of the ARPS, and ARPS holders have continued to receive dividends at the defined “maximum rate,” as defined for the Funds in the table below.
| | | | | | | | | | | | | | |
Applicable % | | | | | Reference Rate | | | | | Maximum Rate | |
| | | | | | The higher of 30‑day “AA” Financial Composite Commercial Paper Rates | | | | | | | | |
110%1 | | | x | | | OR | | | = | | | | Maximum Rate for the Funds | |
| | | | | | The Taxable Equivalent of the Short-Term Municipal Obligation Rate2 | | | | | | | | |
1 | 150% if all or part of the dividend consists of taxable income or capital gain. |
2 | “Taxable Equivalent of the Short-Term Municipal Obligation Rate” means 90% of the quotient of (A) the per annum rate expressed on an interest equivalent basis equal to the S&P 7 Day Index divided by (B) 1.00 minus the Marginal Tax Rate (expressed as a decimal). |
The maximum rate is a function of short-term interest rates and is typically, but not necessarily, higher than the rate that would have otherwise been set through a successful auction. If the Funds’ ARPS auctions continue to fail and the “maximum rate” payable on the ARPS rises as a result of changes in short-term interest rates, returns for each Fund’s common shareholders could be adversely affected.
(b) Remarketable Variable Rate MuniFund Term Preferred Shares On September 18, 2018, each of PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III and PIMCO New York Municipal Income Fund II (each, a “RVMTP Fund” and collectively, the “RVMTP Funds”) issued a single series of Variable Rate MuniFund Term Preferred Shares, Series 2022 (the “VMTP Shares”).
On June 30, 2021, pursuant to the authority expressly vested in the Boards of Trustees of the RVMTP Funds, the Boards of Trustees of the RVMTP Funds authorized the redesignation (the “Redesignation”) of each Fund’s VMTP Shares as Remarketable Variable Rate MuniFund
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 89 |
| | | | |
Notes to Financial Statements | | (Cont.) | | |
Term Preferred Shares, Series 2051 (the “RVMTP Shares”, and together with the ARPS, the “Preferred Shares”). Pursuant to such authority, the Redesignation occurred on July 14, 2021 (the “Redesignation Date”). As redesignated, the RVMTP Shares have a term of 30 years, subject to remarketing every three years and in certain other instances.
In the RVMTP Funds’ Statements of Assets and Liabilities, the RVMTP Shares’ aggregate liquidation preference is shown as a liability since they are considered debt of the issuer. Any costs directly related to the September 18, 2018 issuance of the VMTP Shares were considered debt issuance costs and have been amortized into interest expense as of the Redesignation Date. Any costs directly related to the Redesignation are considered debt issuance costs and are being amortized into interest expense on a straight-line basis through the Early Term Redemption Date (defined below). The liquidation value of the RVMTP Shares in each RVMTP Fund’s Statements of Assets and Liabilities is shown as a liability and represents its liquidation preference, which approximates fair value of the shares and is
considered level 2 under the fair value hierarchy, less any unamortized debt issuance costs. The RVMTP Shares can be redeemed in whole or in part, at their liquidation preference of $100,000 per share plus any accumulated, unpaid dividends. On October 17, 2022, each of PIMCO Municipal Income Fund, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II and PIMCO New York Municipal Income Fund II filed a notification of redemption on Form N-23C-2 under which the Funds may redeem up to 110, 100, 140, and 130 RVMTP Shares, respectively, on one or more occasions during the period from November 16, 2022 to May 16, 2023. On November 16, 2022, PIMCO Municipal Income Fund redeemed 51 RVMTP Shares, PIMCO California Municipal Income Fund redeemed 49 RVMTP Shares, PIMCO California Municipal Income Fund II redeemed 68 RVMTP Shares and PIMCO New York Municipal Income Fund II redeemed 61 RVMTP Shares, at their liquidation preference plus accumulated, unpaid dividends. The Funds have not redeemed any additional RVMTP Shares as of the date of this report.
Dividends paid with respect to the RVMTP Shares, which are payable monthly, are treated as interest expense, are accrued daily and are reflected, with respect to the RVMTP Shares, as a component of interest expense in the Statements of Operations. For the period ended December 31, 2022, the amount of the RVMTP Shares outstanding, interest expense related to the dividends paid to RVMTP Shares and the daily weighted average interest rate, including issuance costs, can be found in the table below.
| | | | | | | | | | | | | | | | |
Fund Name | | | | | RVMTP Shares Outstanding | | | Interest Expense† | | | Weighted Average Interest Rate* | |
| | | | |
PIMCO Municipal Income Fund | | | | | | | 182 | | | $ | 501 | | | | 2.21 | % |
| | | | |
PIMCO Municipal Income Fund II | | | | | | | 687 | | | | 1517 | | | | 2.21 | |
| | | | |
PIMCO Municipal Income Fund III | | | | | | | 343 | | | | 763 | | | | 2.22 | |
| | | | |
PIMCO California Municipal Income Fund | | | | | | | 244 | | | | 628 | | | | 2.19 | |
| | | | |
PIMCO California Municipal Income Fund II | | | | | | | 275 | | | | 728 | | | | 2.18 | |
| | | | |
PIMCO California Municipal Income Fund III | | | | | | | 271 | | | | 602 | | | | 2.22 | |
| | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 149 | | | | 444 | | | | 2.20 | |
* | The rate presented is inclusive of the amortized debt issuance cost. As a result, the rate shown may not fall into the range presented in the table below. |
For the period ended December 31, 2022, the dividend rate on the RVMTP Shares ranged from:
| | | | | | | | | | | | | | | | | | | | |
Fund Name | | | | | Shares Issued and Outstanding | | | High | | | Low | | | As of December 31, 2022 | |
| | | | | |
PIMCO Municipal Income Fund | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 182 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | |
PIMCO Municipal Income Fund II | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 687 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | |
PIMCO Municipal Income Fund III | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 343 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | |
PIMCO California Municipal Income Fund | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 244 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | |
PIMCO California Municipal Income Fund II | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 275 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | |
PIMCO California Municipal Income Fund III | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 271 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | |
PIMCO New York Municipal Income Fund II | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Series 2051 | | | | | | | 149 | | | | 4.720% | | | | 0.960% | | | | 4.580% | |
| | | | | | |
90 | | PIMCO CLOSED-END FUNDS | | | | |
Each RVMTP Fund, at its option, may designate special terms applicable to all of the outstanding RVMTP Shares for a certain period (a “Special Terms Period”) pursuant to a notice of special terms. Such special terms may differ from those provided in the current governing documents of the RVMTP Shares and may include, without limitation, changes to the dividend rate, dividend payment dates and redemption provisions; provided that such special terms do not affect the parity ranking of the RVMTP Shares to any other class or series of Preferred Shares then outstanding with respect to dividends or distribution of assets upon dissolution, liquidation, or winding up of the affairs of the RVMTP Fund. No Special Terms Period with respect to a series of RVMTP Shares will become effective unless certain conditions are satisfied, including that all of the RVMTP Shares in such series are remarketed (except with respect to any RVMTP Shares whose holders have elected to retain their RVMTP Shares for the Special Terms Period).
In addition, a “Mandatory Tender Event” will occur on each date that is (i) 20 business days before each three-year anniversary since the Redesignation Date (each an “Early Term Redemption”, and the date on which such occurs, an “Early Term Redemption Date”), (ii) the date an RVMTP Fund delivers a notice designating a Special Terms Period, and (iii) 20 business days before the end of a Special Terms Period (provided that no subsequent Special Terms Period is designated). Upon the occurrence of a Mandatory Tender Event, all RVMTP Shares will be subject to mandatory tender (subject to the holders’ election to retain their RVMTP Shares) and the RVMTP Fund will issue or cause to be issued a notice of mandatory tender to the holders of the RVMTP Shares for remarketing on the corresponding Mandatory Tender Date. If any RVMTP Shares subject to a Mandatory Tender Event upon an Early Term Redemption Date of the RVMTP Shares or upon the end of a Special Terms Period (each, an “RVMTP Share Early Term Redemption Date”) have not been either retained by the holders or remarketed by the Mandatory Tender Date, the RVMTP Fund will redeem such RVMTP Shares on the RVMTP Share Early Term Redemption Date.
With respect to the Mandatory Tender Events described in clauses (i), (ii) and (iii) above, the corresponding “Mandatory Tender Date” means,
respectively: (i) the date that is 180 calendar days following the Early Term Redemption Date, (ii) the date on which the related Special Terms Period becomes effective, and (iii) the last day of the related Special Terms Period (subject, in each case, to the holders’ election to retain their RVMTP Shares). No Mandatory Tender Event occurred during the period ended December 31, 2022.
Each RVMTP Fund is subject to certain limitations and restrictions while the RVMTP Shares are outstanding. Failure to comply with these limitations and restrictions could preclude an RVMTP Fund from declaring or paying any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the
mandatory redemption of the RVMTP Shares at their liquidation preference plus any accumulated, unpaid dividends and other distributions. Any resulting suspension of payment of common share dividends may result in a tax penalty for the applicable RVMTP Fund and, in certain circumstances, the loss of treatment as a regulated investment company. Any such mandatory redemption will be conducted on a pro rata basis among each series of the RVMTP Shares and the ARPS based upon the proportion that the aggregate liquidation preference of any series bears to the aggregate liquidation preference of all outstanding series of such RVMTP Fund’s preferred shares. Under the terms of a purchase agreement between each RVMTP Fund and the investor in the RVMTP Shares, each RVMTP Fund is subject to various investment requirements. These requirements may be more restrictive than those to which the RVMTP Fund is otherwise subject in accordance with its investment objective(s) and policies. In addition, each RVMTP Fund is subject to certain restrictions on its investments imposed by guidelines of the rating agencies that rate the RVMTP Shares, which guidelines may be changed by the applicable rating agency, in its sole discretion, from time to time. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the RVMTP Fund by the Act.
Each RVMTP Fund is required to maintain certain asset coverage with respect to all outstanding senior securities of the RVMTP Fund which are stocks for purposes of the Act, including the RVMTP Shares and ARPS, as set forth in such RVMTP Fund’s governing documents and the Act. One such requirement under the Act is that a RVMTP Fund is not permitted to declare or pay common share dividends unless immediately thereafter the RVMTP Fund has a minimum asset coverage ratio of 200% with respect to all outstanding senior securities of the Fund which are stocks for purposes of the Act after deducting the amount of such common share dividends. The asset coverage per share for each RVMTP Fund is reported in the Financial Highlights and is disclosed as the product of the asset coverage ratio as of period end and the current liquidation preference.
With respect to the payment of dividends and as to the distribution of assets of each RVMTP Fund, ARPS and RVMTP Shares rank on parity with each other, and are both senior in priority to the RVMTP Funds’ outstanding common shares. Holders of preferred shares of each RVMTP Fund, who are entitled to one vote per share, including holders of RVMTP Shares and ARPS, generally vote together as one class with the common shareholders of each RVMTP Fund, but preferred shareholders (RVMTP Shares and ARPS together) vote separately as a class to elect two Trustees of each Fund, as required by the Act, and on certain matters adversely affecting the rights of preferred shareholders. Under the Act, preferred shareholders, including holders of the RVMTP Shares and ARPS, are also entitled to elect a majority of the trustees at any time when dividends on the preferred shares are unpaid for two full years.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 91 |
| | | | |
Notes to Financial Statements | | (Cont.) | | |
The RVMTP Shares’ Dividend Rate (as defined below) is determined over the course of a seven‑day period, which generally commences each Thursday and ends the following Wednesday (the “Rate Period”). The dividends per share for RVMTP Shares for a given Rate Period are dependent on the RVMTP Share dividend rate for that Rate Period (the “RVMTP Share Dividend Rate”). The RVMTP Share Dividend Rate is equal to the greater of (i) the sum of the Index Rate1 plus the Applicable Spread2 for the Rate Period plus the “Failed Remarketing Spread”3, if any, and (ii) the sum of (a) the product of the Index Rate multiplied by the Applicable Multiplier4 for such Rate Period plus (b) 0.92% plus (c) the Failed Remarketing Spread, if any.5
| | | | | | | | | | | | | | | | | | | | |
Dividend Rate | | | | | Rate Period Fraction | | Liquidation Preference | | | Dividend | |
| | | | | | Number of days in the Rate Period (or a part thereof) | | | | | | | | | | | | | | |
Dividend Rate | | | x | | | Divided by | | x | | | 100,000 | | | | = | | | | Dividends per RVMTP Share | |
| | | | | | Total number of days in the year | | | | | | | | | | | | | | |
1 | The Index Rate is determined by reference to a weekly, high-grade index comprised of seven‑day, tax‑exempt variable rate demand notes, generally the Securities Industry and Financial Markets Association Municipal Swap Index. |
2 | The Applicable Spread for a Rate Period is a percentage per year that is based on the long-term rating most recently assigned by the applicable ratings agency to the RVMTP Shares. |
3 | In connection with a failed remarketing related to an Early Term Redemption, the Failed Remarketing Spread is (i) 0.75% for the first 59 days following the applicable Early Term Redemption Date, (ii) 1.00% for the 60th to the 89th day following such Early Term Redemption Date, (iii) 1.25% for the 90th to the 119th day following such Early Term Redemption Date, (iv) 1.50% for the 120th to the 149th day following such Early Term Redemption Date, and (v) 1.75% for the 150th day following such Early Term Redemption Date to the date of the associated mandatory redemption of the RVMTP Shares. In connection with a failed remarketing related to a Special Terms Period (each a “Failed Special Terms Period Remarketing”), the Failed Remarketing Spread means (i) for so long as two or more Failed Special Terms Period Remarketings have not occurred, 0.05%, and (ii) following the second occurrence of a Failed Special Terms Period Remarketing, 0.10% multiplied by the number of Failed Special Terms Period Remarketings that have occurred after the first Failed Special Terms Period Remarketing. |
4 | The Applicable Multiplier for a Rate Period is a percentage that is based on the long-term rating most recently assigned by the applicable ratings agency to the RVMTP Shares. |
5 | The Dividend Rate will in no event exceed 15% per year. |
14. REGULATORY AND LITIGATION MATTERS
The Funds are not named as defendants in any material litigation or arbitration proceedings and are not aware of any material litigation or claim pending or threatened against them.
On May 17, 2022, Allianz Global Investors U.S. LLC (“AGI U.S.”) pleaded guilty in connection with the proceeding United States of America v. Allianz Global Investors U.S. LLC. AGI U.S. is an indirect subsidiary of Allianz SE. The conduct resulting in the matter described above occurred entirely within AGI U.S. and did not involve PIMCO or the Distributor, or any personnel of PIMCO or the Distributor. Nevertheless, because of the disqualifying conduct of AGI U.S., their affiliate, PIMCO would have been disqualified from serving as the investment adviser, and the Distributor would have been disqualified from serving as the principal underwriter, to the Funds in the absence of SEC exemptive relief. PIMCO and the Distributor have received exemptive relief from the SEC to permit them to continue serving as investment adviser and principal underwriter for U.S.- registered investment companies, including the Funds.
The foregoing speaks only as of the date of this report.
15. FEDERAL INCOME TAX MATTERS
Each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code”) and
distribute all of its taxable income and net realized gains, if applicable, to shareholders. Accordingly, no provision for Federal income taxes has been made. Due to the timing of when distributions are made by a Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year.
A Fund may be subject to local withholding taxes, including those imposed on realized capital gains. Any applicable foreign capital gains tax is accrued daily based upon net unrealized gains, and may be payable following the sale of any applicable investments.
In accordance with U.S. GAAP, the Manager has reviewed the Funds’ tax positions for all open tax years. As of December 31, 2022, the Funds have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions they have taken or expect to take in future tax returns.
The Funds file U.S. federal, state, and local tax returns as required. The Funds’ tax returns are subject to examination by relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
| | | | | | |
92 | | PIMCO CLOSED-END FUNDS | | | | |
As of December 31, 2022, the components of distributable taxable earnings are as follows (amounts in thousands†):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Undistributed Tax Exempt Income | | | Undistributed Ordinary Income(1) | | | Undistributed Long-Term Capital Gains | | | Net Tax Basis Unrealized Appreciation/ (Depreciation)(2) | | | Other Book‑to‑Tax Accounting Differences(3) | | | Accumulated Capital Losses(4) | | | Qualified Late‑Year Loss Deferral - Capital(5) | | | Qualified Late-Year Loss Deferral - Ordinary(6) | | | Total Components of Distributable Earnings | |
| | | | | | | | | | |
PIMCO Municipal Income Fund | | | | | | $ | 598 | | | $ | 0 | | | $ | 0 | | | $ | (19,416 | ) | | $ | 0 | | | $ | (21,526 | ) | | $ | 0 | | | $ | 0 | | | $ | (40,344 | ) |
| | | | | | | | | | |
PIMCO Municipal Income Fund II | | | | | | | 0 | | | | 0 | | | | 0 | | | | (37,407 | ) | | | (4,180 | ) | | | (59,195 | ) | | | 0 | | | | 0 | | | | (100,782 | ) |
| | | | | | | | | | |
PIMCO Municipal Income Fund III | | | | | | | 0 | | | | 0 | | | | 0 | | | | (21,967 | ) | | | (710 | ) | | | (24,833 | ) | | | 0 | | | | 0 | | | | (47,510 | ) |
| | | | | | | | | | |
PIMCO California Municipal Income Fund | | | | | | | 0 | | | | 0 | | | | 0 | | | | (10,151 | ) | | | (1,055 | ) | | | (16,551 | ) | | | 0 | | | | 0 | | | | (27,757 | ) |
| | | | | | | | | | |
PIMCO California Municipal Income Fund II | | | | | | | 0 | | | | 0 | | | | 0 | | | | (5,835 | ) | | | (1,156 | ) | | | (16,414 | ) | | | 0 | | | | 0 | | | | (23,405 | ) |
| | | | | | | | | | |
PIMCO California Municipal Income Fund III | | | | | | | 828 | | | | 0 | | | | 0 | | | | (8,661 | ) | | | 0 | | | | (14,462 | ) | | | 0 | | | | 0 | | | | (22,295 | ) |
| | | | | | | | | | |
PIMCO New York Municipal Income Fund | | | | | | | 0 | | | | 0 | | | | 0 | | | | (6,027 | ) | | | (371 | ) | | | (7,685 | ) | | | 0 | | | | 0 | | | | (14,083 | ) |
| | | | | | | | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 0 | | | | 0 | | | | 0 | | | | (7,429 | ) | | | (256 | ) | | | (11,686 | ) | | | 0 | | | | 0 | | | | (19,371 | ) |
| | | | | | | | | | |
PIMCO New York Municipal Income Fund III | | | | | | | 0 | | | | 0 | | | | 0 | | | | (2,832 | ) | | | (238 | ) | | | (4,148 | ) | | | 0 | | | | 0 | | | | (7,218 | ) |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
(1) | Includes undistributed short-term capital gains, if any. |
(2) | Adjusted for open wash sale loss deferrals. Also adjusted for differences between book and tax realized and unrealized gain (loss) on inverse floaters, RIB/TOB adjustments, interest accrued on defaulted securities, and other interest adjustments. |
(3) | Represents differences in income tax regulations and financial accounting principles generally accepted in the United States of America mainly for distributions payable at fiscal year end. |
(4) | Capital losses available to offset future net capital gains as shown below. |
(5) | Capital losses realized during the period November 1, 2022 through December 31, 2022 which the Funds elected to defer to the following taxable year pursuant to income tax regulations. |
(6) | Specified losses realized during the period November 1, 2022 through December 31, 2022 which the Funds elected to defer to the following taxable year pursuant to income tax regulations. |
Under the Regulated Investment Company Modernization Act of 2010, a fund is permitted to carry forward any new capital losses for an unlimited period. Additionally, such capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term under previous law.
As of December 31, 2022, the Funds had the following post-effective capital losses with no expiration (amounts in thousands†):
| | | | | | | | | | | | |
| | | | | Short‑Term | | | Long‑Term | |
| | | |
PIMCO Municipal Income Fund | | | | | | $ | 12,729 | | | $ | 8,797 | |
| | | |
PIMCO Municipal Income Fund II | | | | | | | 30,726 | | | | 28,469 | |
| | | |
PIMCO Municipal Income Fund III | | | | | | | 12,481 | | | | 12,352 | |
| | | |
PIMCO California Municipal Income Fund | | | | | | | 9,107 | | | | 7,444 | |
| | | |
PIMCO California Municipal Income Fund II | | | | | | | 10,049 | | | | 6,365 | |
| | | |
PIMCO California Municipal Income Fund III | | | | | | | 7,962 | | | | 6,500 | |
| | | |
PIMCO New York Municipal Income Fund | | | | | | | 2,275 | | | | 5,410 | |
| | | |
PIMCO New York Municipal Income Fund II | | | | | | | 5,611 | | | | 6,075 | |
| | | |
PIMCO New York Municipal Income Fund III | | | | | | | 934 | | | | 3,214 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
As of December 31, 2022, the aggregate cost and the net unrealized appreciation/(depreciation) of investments for federal income tax purposes are as follows (amounts in thousands†):
| | | | | | | | | | | | | | | | | | | | |
| | | | | Federal Tax Cost | | | Unrealized Appreciation | | | Unrealized (Depreciation) | | | Net Unrealized Appreciation/ (Depreciation)(7) | |
| | | | | |
PIMCO Municipal Income Fund | | | | | | $ | 468,061 | | | $ | 10,058 | | | $ | (29,683 | ) | | $ | (19,625 | ) |
| | | | | |
PIMCO Municipal Income Fund II | | | | | | | 1,053,261 | | | | 20,866 | | | | (57,938 | ) | | | (37,702 | ) |
| | | | | |
PIMCO Municipal Income Fund III | | | | | | | 499,987 | | | | 8,810 | | | | (30,907 | ) | | | (22,097 | ) |
| | | | | |
PIMCO California Municipal Income Fund | | | | | | | 358,435 | | | | 3,802 | | | | (13,015 | ) | | | (9,213 | ) |
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 93 |
| | | | |
Notes to Financial Statements | | (Cont.) | | December 31, 2022 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | Federal Tax Cost | | | Unrealized Appreciation | | | Unrealized (Depreciation) | | | Net Unrealized Appreciation/ (Depreciation)(7) | |
| | | | | |
PIMCO California Municipal Income Fund II | | | | | | $ | 379,868 | | | $ | 8,633 | | | $ | (13,781 | ) | | $ | (5,148 | ) |
| | | | | |
PIMCO California Municipal Income Fund III | | | | | | | 313,539 | | | | 3,530 | | | | (12,165 | ) | | | (8,635 | ) |
| | | | | |
PIMCO New York Municipal Income Fund | | | | | | | 120,856 | | | | 1,312 | | | | (7,208 | ) | | | (5,896 | ) |
| | | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 172,162 | | | | 3,100 | | | | (10,431 | ) | | | (7,331 | ) |
| | | | | |
PIMCO New York Municipal Income Fund III | | | | | | | 70,519 | | | | 1,029 | | | | (3,843 | ) | | | (2,814 | ) |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
(7) | Adjusted for open wash sale loss deferrals. Also adjusted for differences between book and tax realized and unrealized gain (loss) on inverse floaters, interest accrued on defaulted securities, and other interest adjustments. |
For the fiscal years ended December 31, 2022 and December 31, 2021, respectively, the Funds made the following tax basis distributions (amounts in thousands†):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | December 31, 2022 | | | December 31, 2021 | |
| | | | | | | | | |
| | | | | Tax‑Exempt Income Distributions | | | Ordinary Income Distributions(8) | | | Long-Term Capital Gain Distributions | | | Return of Capital(9) | | | Tax‑Exempt Income Distributions | | | Ordinary Income Distributions(8) | | | Long-Term Capital Gain Distributions | | | Return of Capital(9) | |
| | | | | | | | | |
PIMCO Municipal Income Fund | | | | | | $ | 19,763 | | | $ | 690 | | | $ | 0 | | | $ | 0 | | | $ | 16,634 | | | $ | 378 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
PIMCO Municipal Income Fund II | | | | | | | 43,708 | | | | 964 | | | | 0 | | | | 6,891 | | | | 44,708 | | | | 304 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO Municipal Income Fund III | | | | | | | 21,683 | | | | 0 | | | | 0 | | | | 0 | | | | 18,343 | | | | 142 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO California Municipal Income Fund | | | | | | | 13,546 | | | | 427 | | | | 124 | | | | 3,671 | | | | 14,772 | | | | 88 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO California Municipal Income Fund II | | | | | | | 14,231 | | | | 242 | | | | 0 | | | | 634 | | | | 12,387 | | | | 93 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO California Municipal Income Fund III | | | | | | | 12,155 | | | | 172 | | | | 0 | | | | 0 | | | | 10,264 | | | | 47 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO New York Municipal Income Fund | | | | | | | 3,935 | | | | 99 | | | | 0 | | | | 804 | | | | 3,964 | | | | 27 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 6,457 | | | | 154 | | | | 0 | | | | 0 | | | | 5,380 | | | | 57 | | | | 0 | | | | 0 | |
| | | | | | | | | |
PIMCO New York Municipal Income Fund III | | | | | | | 2,425 | | | | 61 | | | | 0 | | | | 587 | | | | 2,451 | | | | 19 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
(8) | Includes short-term capital gains distributed, if any. |
(9) | A portion of the distributions made represents a tax return of capital. Return of capital distributions have been reclassified from undistributed net investment income to paid‑in capital to more appropriately conform financial accounting to tax accounting. |
16. SUBSEQUENT EVENTS
In preparing these financial statements, the Funds’ management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
On January 3, 2023, the following distributions were declared to common shareholders payable February 1, 2023 to shareholders of record on January 13, 2023:
| | | | | | | | |
| | |
PIMCO Municipal Income Fund | | | | | | $ | 0.042000 per common share | |
| | |
PIMCO Municipal Income Fund II | | | | | | $ | 0.039500 per common share | |
| | |
PIMCO Municipal Income Fund III | | | | | | $ | 0.033000 per common share | |
| | |
PIMCO California Municipal Income Fund | | | | | | $ | 0.036000 per common share | |
| | |
PIMCO California Municipal Income Fund II | | | | | | $ | 0.021500 per common share | |
| | |
PIMCO California Municipal Income Fund III | | | | | | $ | 0.029500 per common share | |
| | |
PIMCO New York Municipal Income Fund | | | | | | $ | 0.033500 per common share | |
| | |
PIMCO New York Municipal Income Fund II | | | | | | $ | 0.029500 per common share | |
| | |
PIMCO New York Municipal Income Fund III | | | | | | $ | 0.024800 per common share | |
On February 1, 2023, the following distributions were declared to common shareholders payable March 1, 2023 to shareholders of record on February 13, 2023:
| | | | | | | | |
| | |
PIMCO Municipal Income Fund | | | | | | $ | 0.042000 per common share | |
| | |
PIMCO Municipal Income Fund II | | | | | | $ | 0.039500 per common share | |
| | |
PIMCO Municipal Income Fund III | | | | | | $ | 0.033000 per common share | |
| | |
PIMCO California Municipal Income Fund | | | | | | $ | 0.036000 per common share | |
| | |
PIMCO California Municipal Income Fund II | | | | | | $ | 0.021500 per common share | |
| | |
PIMCO California Municipal Income Fund III | | | | | | $ | 0.029500 per common share | |
| | |
PIMCO New York Municipal Income Fund | | | | | | $ | 0.033500 per common share | |
| | |
PIMCO New York Municipal Income Fund II | | | | | | $ | 0.029500 per common share | |
| | |
PIMCO New York Municipal Income Fund III | | | | | | $ | 0.024800 per common share | |
There were no other subsequent events identified that require recognition or disclosure.
| | | | | | |
94 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Report of Independent Registered Public Accounting Firm | | | | |
To the Board of Trustees and Shareholders of PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II and PIMCO New York Municipal Income Fund III
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II and PIMCO New York Municipal Income Fund III (hereafter collectively referred to as the “Funds”) as of December 31, 2022, the related statements of operations for the year ended December 31, 2022, the statements of cash flows for PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund and PIMCO New York Municipal Income Fund II for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2022, the results of each of their operations and each of the cash flows for PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund and PIMCO New York Municipal Income Fund II for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2022 and each of the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
February 28, 2023
We have served as the auditor of one or more investment companies in PIMCO Non‑Taxable Closed‑End Funds since 2002.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 95 |
| | | | |
Glossary: | | (abbreviations that may be used in the preceding statements) | | (Unaudited) |
| | | | | | | | | | |
| | | | |
Counterparty Abbreviations: | | | | | | | | |
| | | | | |
FICC | | Fixed Income Clearing Corporation | | | | | | | | |
| | | | |
Currency Abbreviations: | | | | | | | | |
| | | | | |
USD (or $) | | United States Dollar | | | | | | | | |
| | | | |
Exchange Abbreviations: | | | | | | | | |
| | | | | |
OTC | | Over the Counter | | | | | | | | |
| | | | |
Municipal Bond or Agency Abbreviations: | | | | | | | | |
| | | | | |
AGM | | Assured Guaranty Municipal | | CM | | California Mortgage Insurance | | PSF | | Public School Fund |
| | | | | |
AMBAC | | American Municipal Bond Assurance Corp. | | FHA | | Federal Housing Administration | | Q‑SBLF | | Qualified School Bond Loan Fund |
| | | | | |
BAM | | Build America Mutual Assurance | | NPFGC | | National Public Finance Guarantee Corp. | | | | |
| | | | |
Other Abbreviations: | | | | | | | | |
| | | | | |
BABs | | Build America Bonds | | TBA | | To‑Be‑Announced | | | | |
| | | | | | |
96 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Federal Income Tax Information | | | | (Unaudited) |
As required by the Internal Revenue Code (“Code”) and Treasury Regulations, if applicable, shareholders must be notified within 60 days of the Funds’ fiscal year end regarding the status of qualified dividend income and the dividend received deduction.
Dividend Received Deduction. Corporate shareholders are generally entitled to take the dividend received deduction on the portion of a fund’s dividend distribution that qualifies under tax law. The percentage of the following Funds’ fiscal 2022 ordinary income dividend that qualifies for the corporate dividend corporate dividend received deduction is set forth below.
Qualified Dividend Income. Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, the following percentage of ordinary dividends paid during the fiscal year ended December 31, 2022 was designated as ‘‘qualified dividend income’’ as defined in the Jobs and Growth Tax Relief Reconciliation Act of 2003 subject to reduced tax rates in 2022.
Qualified Interest Income and Qualified Short-Term Capital Gain (for non‑U.S. resident shareholders only). Under the American Jobs Creation Act of 2004, the following amounts of ordinary dividends paid during the fiscal year ended December 31, 2022 are considered to be derived from “qualified interest income,” as defined in Section 871(k)(1)(E) of the Code, and therefore are designated as interest-related dividends, as defined in Section 871(k)(1)(C) of the Code. Further, the following amounts of ordinary dividends paid during the fiscal year ended December 31, 2022 are considered to be derived from “qualified short-term capital gain,” as defined in Section 871(k)(2)(D) of the Code, and therefore are designated as qualified short-term gain dividends, as defined by Section 871(k)(2)(C) of the Code.
Section 163(j) Interest Dividends. The Funds intend to pass through the maximum amount allowable as Section 163(j) Interest defined in Proposed Treasury Section 1.163(j)‑1(b). The 163(j) percentage of ordinary income distributions are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Dividend Received Deduction % | | | Qualified Dividend Income % | | | Qualified Interest Income (000s)† | | | Qualified Short‑Term Capital Gains (000s)† | | | 163(j) Interest Dividends (000s)† | |
| | | | | | |
PIMCO Municipal Income Fund | | | | | | | 0% | | | | 0% | | | $ | 20,453 | | | $ | 0 | | | $ | 0 | |
| | | | | | |
PIMCO Municipal Income Fund II | | | | | | | 0% | | | | 0% | | | | 51,563 | | | | 0 | | | | 0 | |
| | | | | | |
PIMCO Municipal Income Fund III | | | | | | | 0% | | | | 0% | | | | 21,683 | | | | 0 | | | | 0 | |
| | | | | | |
PIMCO California Municipal Income Fund | | | | | | | 0% | | | | 0% | | | | 17,428 | | | | 188 | | | | 0 | |
| | | | | | |
PIMCO California Municipal Income Fund II | | | | | | | 0% | | | | 0% | | | | 15,107 | | | | 0 | | | | 0 | |
| | | | | | |
PIMCO California Municipal Income Fund III | | | | | | | 0% | | | | 0% | | | | 12,327 | | | | 0 | | | | 0 | |
| | | | | | |
PIMCO New York Municipal Income Fund | | | | | | | 0% | | | | 0% | | | | 4,838 | | | | 0 | | | | 0 | |
| | | | | | |
PIMCO New York Municipal Income Fund II | | | | | | | 0% | | | | 0% | | | | 6,611 | | | | 0 | | | | 0 | |
| | | | | | |
PIMCO New York Municipal Income Fund III | | | | | | | 0% | | | | 0% | | | | 3,073 | | | | 0 | | | | 0 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
Shareholders are advised to consult their own tax advisor with respect to the tax consequences of their investment in the Fund. In January 2023, you will be advised on IRS Form 1099‑DIV as to the federal tax status of the dividends and distributions received by you in calendar year 2022.
Section 199A Dividends. Non‑corporate Fund shareholders of the Funds below meeting certain holding period requirements may be able to deduct up to 20 percent of qualified REIT dividends passed through and reported to the shareholders by the Funds as IRC section 199A dividends. The IRC section 199A percentage of ordinary dividends are as follows:
| | | | | | | | |
| | | | | 199A Dividends | |
| | |
PIMCO Municipal Income Fund | | | | | | | 0% | |
| | |
PIMCO Municipal Income Fund II | | | | | | | 0% | |
| | |
PIMCO Municipal Income Fund III | | | | | | | 0% | |
| | |
PIMCO California Municipal Income Fund | | | | | | | 0% | |
| | |
PIMCO California Municipal Income Fund II | | | | | | | 0% | |
| | |
PIMCO California Municipal Income Fund III | | | | | | | 0% | |
| | |
PIMCO New York Municipal Income Fund | | | | | | | 0% | |
| | |
PIMCO New York Municipal Income Fund II | | | | | | | 0% | |
| | |
PIMCO New York Municipal Income Fund III | | | | | | | 0% | |
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | JUNE 30, 2022 | | | 97 |
For purposes of Section 19 of the Investment Company Act of 1940 (the “Act”), the Funds estimated the periodic sources of any dividends paid during the period covered by this report in accordance with good accounting practice. Pursuant to Rule 19a‑1(e) under the Act, the table below sets forth the actual source information for dividends paid during the six month period ended December 31, 2022 calculated as of each distribution period pursuant to Section 19 of the Act. The information below is not provided for U.S. federal income tax reporting purposes. The tax character of all dividends and distributions is reported on Form 1099‑DIV (for shareholders who receive U.S. federal tax reporting) at the end of each calendar year. See the Financial Highlights section of this report for the tax characterization of distributions determined in accordance with federal income tax regulations for the fiscal year.
| | | | | | | | | | | | | | | | | | | | |
Municipal Income Fund | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0540 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0540 | |
| | | | | |
August 2022 | | | | | | $ | 0.0540 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0540 | |
| | | | | |
September 2022 | | | | | | $ | 0.0540 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0540 | |
| | | | | |
October 2022 | | | | | | $ | 0.0540 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0540 | |
| | | | | |
November 2022 | | | | | | $ | 0.0540 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0540 | |
| | | | | |
December 2022 | | | | | | $ | 0.0448 | | | $ | 0.0000 | | | $ | 0.0092 | | | $ | 0.0540 | |
| | | | | |
Municipal Income Fund II | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0387 | | | $ | 0.0000 | | | $ | 0.0203 | | | $ | 0.0590 | |
| | | | | |
August 2022 | | | | | | $ | 0.0381 | | | $ | 0.0000 | | | $ | 0.0209 | | | $ | 0.0590 | |
| | | | | |
September 2022 | | | | | | $ | 0.0375 | | | $ | 0.0000 | | | $ | 0.0215 | | | $ | 0.0590 | |
| | | | | |
October 2022 | | | | | | $ | 0.0263 | | | $ | 0.0000 | | | $ | 0.0327 | | | $ | 0.0590 | |
| | | | | |
November 2022 | | | | | | $ | 0.0367 | | | $ | 0.0000 | | | $ | 0.0223 | | | $ | 0.0590 | |
| | | | | |
December 2022 | | | | | | $ | 0.0250 | | | $ | 0.0000 | | | $ | 0.0340 | | | $ | 0.0590 | |
| | | | | |
Municipal Income Fund III | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0460 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0460 | |
| | | | | |
August 2022 | | | | | | $ | 0.0460 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0460 | |
| | | | | |
September 2022 | | | | | | $ | 0.0460 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0460 | |
| | | | | |
October 2022 | | | | | | $ | 0.0321 | | | $ | 0.0000 | | | $ | 0.0139 | | | $ | 0.0460 | |
| | | | | |
November 2022 | | | | | | $ | 0.0309 | | | $ | 0.0000 | | | $ | 0.0151 | | | $ | 0.0460 | |
| | | | | |
December 2022 | | | | | | $ | 0.0236 | | | $ | 0.0000 | | | $ | 0.0224 | | | $ | 0.0460 | |
| | | | | |
California Municipal Income Fund | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0371 | | | $ | 0.0000 | | | $ | 0.0279 | | | $ | 0.0650 | |
| | | | | |
August 2022 | | | | | | $ | 0.0345 | | | $ | 0.0000 | | | $ | 0.0305 | | | $ | 0.0650 | |
| | | | | |
September 2022 | | | | | | $ | 0.0354 | | | $ | 0.0000 | | | $ | 0.0296 | | | $ | 0.0650 | |
| | | | | |
October 2022 | | | | | | $ | 0.0237 | | | $ | 0.0000 | | | $ | 0.0413 | | | $ | 0.0650 | |
| | | | | |
November 2022 | | | | | | $ | 0.0313 | | | $ | 0.0000 | | | $ | 0.0337 | | | $ | 0.0650 | |
| | | | | |
December 2022 | | | | | | $ | 0.0123 | | | $ | 0.0000 | | | $ | 0.0527 | | | $ | 0.0650 | |
| | | | | |
California Municipal Income Fund II | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0240 | | | $ | 0.0000 | | | $ | 0.0080 | | | $ | 0.0320 | |
| | | | | |
August 2022 | | | | | | $ | 0.0220 | | | $ | 0.0000 | | | $ | 0.0100 | | | $ | 0.0320 | |
| | | | | |
September 2022 | | | | | | $ | 0.0232 | | | $ | 0.0000 | | | $ | 0.0088 | | | $ | 0.0320 | |
| | | | | |
October 2022 | | | | | | $ | 0.0153 | | | $ | 0.0000 | | | $ | 0.0167 | | | $ | 0.0320 | |
| | | | | |
November 2022 | | | | | | $ | 0.0196 | | | $ | 0.0000 | | | $ | 0.0124 | | | $ | 0.0320 | |
| | | | | |
December 2022 | | | | | | $ | 0.0105 | | | $ | 0.0000 | | | $ | 0.0215 | | | $ | 0.0320 | |
| | | | | | |
98 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | | | | | | | | | | | | | | | | | |
California Municipal Income Fund III | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0380 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0380 | |
| | | | | |
August 2022 | | | | | | $ | 0.0380 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0380 | |
| | | | | |
September 2022 | | | | | | $ | 0.0380 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0380 | |
| | | | | |
October 2022 | | | | | | $ | 0.0380 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0380 | |
| | | | | |
November 2022 | | | | | | $ | 0.0380 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0380 | |
| | | | | |
December 2022 | | | | | | $ | 0.0380 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0380 | |
| | | | | |
New York Municipal Income Fund | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0271 | | | $ | 0.0000 | | | $ | 0.0149 | | | $ | 0.0420 | |
| | | | | |
August 2022 | | | | | | $ | 0.0251 | | | $ | 0.0000 | | | $ | 0.0169 | | | $ | 0.0420 | |
| | | | | |
September 2022 | | | | | | $ | 0.0262 | | | $ | 0.0000 | | | $ | 0.0158 | | | $ | 0.0420 | |
| | | | | |
October 2022 | | | | | | $ | 0.0168 | | | $ | 0.0000 | | | $ | 0.0252 | | | $ | 0.0420 | |
| | | | | |
November 2022 | | | | | | $ | 0.0211 | | | $ | 0.0000 | | | $ | 0.0209 | | | $ | 0.0420 | |
| | | | | |
December 2022 | | | | | | $ | 0.0165 | | | $ | 0.0000 | | | $ | 0.0255 | | | $ | 0.0420 | |
| | | | | |
New York Municipal Income Fund II | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0400 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0400 | |
| | | | | |
August 2022 | | | | | | $ | 0.0400 | | | $ | 0.0000 | | | $ | 0.0000 | | | $ | 0.0400 | |
| | | | | |
September 2022 | | | | | | $ | 0.0304 | | | $ | 0.0000 | | | $ | 0.0096 | | | $ | 0.0400 | |
| | | | | |
October 2022 | | | | | | $ | 0.0188 | | | $ | 0.0000 | | | $ | 0.0212 | | | $ | 0.0400 | |
| | | | | |
November 2022 | | | | | | $ | 0.0237 | | | $ | 0.0000 | | | $ | 0.0163 | | | $ | 0.0400 | |
| | | | | |
December 2022 | | | | | | $ | 0.0168 | | | $ | 0.0000 | | | $ | 0.0232 | | | $ | 0.0400 | |
| | | | | |
New York Municipal Income Fund III | | | | | Net Investment Income* | | | Net Realized Capital Gains* | | | Paid‑in Surplus or Other Capital Sources** | | | Total (per common share) | |
| | | | | |
July 2022 | | | | | | $ | 0.0221 | | | $ | 0.0000 | | | $ | 0.0134 | | | $ | 0.0355 | |
| | | | | |
August 2022 | | | | | | $ | 0.0220 | | | $ | 0.0000 | | | $ | 0.0135 | | | $ | 0.0355 | |
| | | | | |
September 2022 | | | | | | $ | 0.0219 | | | $ | 0.0000 | | | $ | 0.0136 | | | $ | 0.0355 | |
| | | | | |
October 2022 | | | | | | $ | 0.0151 | | | $ | 0.0000 | | | $ | 0.0204 | | | $ | 0.0355 | |
| | | | | |
November 2022 | | | | | | $ | 0.0178 | | | $ | 0.0000 | | | $ | 0.0177 | | | $ | 0.0355 | |
| | | | | |
December 2022 | | | | | | $ | 0.0148 | | | $ | 0.0000 | | | $ | 0.0207 | | | $ | 0.0355 | |
* | The source of dividends provided in the table differs, in some respects, from information presented in this report prepared in accordance with generally accepted accounting principles, or U.S. GAAP. For example, net earnings from certain interest rate swap contracts are included as a source of net investment income for purposes of Section 19(a). Accordingly, the information in the table may differ from information in the accompanying financial statements that are presented on the basis of U.S. GAAP and may differ from tax information presented in the footnotes. Amounts shown may include accumulated, as well as fiscal period net income and net profits. |
** | Occurs when a fund distributes an amount greater than its accumulated net income and net profits. Amounts are not reflective of a fund’s net income, yield, earnings or investment performance. |
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 99 |
| | | | |
Shareholder Meeting Results | | | | |
Annual Shareholder Meeting Results
The Funds held their annual meetings of shareholders on December 16, 2022.
PIMCO Municipal Income Fund — PMF
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Deborah DeCotis and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Deborah DeCotis — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 17,536,877 | | | | 781,330 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 17,536,877 | | | | 781,330 | |
| | | |
Re‑Election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 6,258 | | | | 175 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Ms. Vandecruze and Messrs. Fisher, Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
PIMCO Municipal Income Fund II — PML
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Deborah DeCotis and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Deborah DeCotis — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 46,260,771 | | | | 1,849,350 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 46,260,771 | | | | 1,849,350 | |
| | | |
Re‑Election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 10,430 | | | | 844 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Ms. Vandecruze and Messrs. Fisher, Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
PIMCO Municipal Income Fund III — PMX
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Alan Rappaport and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Joseph B. Kittredge, Jr. as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Alan Rappaport — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 21,745,364 | | | | 1,329,602 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 21,745,364 | | | | 1,329,602 | |
| | | |
Re‑election of Joseph B. Kittredge, Jr. — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 5,303 | | | | 573 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Mses. Cogan, DeCotis and Vandecruze and Messrs. Fisher, Maney and Ogden continued to serve as Trustees of the Fund.
| | | | | | |
100 | | PIMCO CLOSED-END FUNDS | | | | |
PIMCO California Municipal Income Fund — PCQ
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Deborah DeCotis and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Deborah DeCotis — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 12,197,351 | | | | 482,457 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 12,197,351 | | | | 482,457 | |
| | | |
Re‑Election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 4,403 | | | | 204 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Ms. Vandecruze and Messrs. Fisher, Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
PIMCO California Municipal Income Fund II — PCK
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Deborah DeCotis and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Deborah DeCotis — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 18,799,595 | | | | 1,135,378 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 18,799,595 | | | | 1,135,378 | |
| | | |
Re‑Election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 3,789 | | | | 856 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Ms. Vandecruze and Messrs. Fisher, Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
PIMCO California Municipal Income Fund III — PZC
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Alan Rappaport and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Joseph B. Kittredge, Jr. as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Alan Rappaport — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 13,103,812 | | | | 508,897 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 13,103,812 | | | | 508,897 | |
| | | |
Re‑election of Joseph B. Kittredge, Jr. — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 3,364 | | | | 323 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Mses. Cogan, DeCotis and Vandecruze and Messrs. Fisher, Maney and Ogden continued to serve as Trustees of the Fund.
PIMCO New York Municipal Income Fund — PNF
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Deborah DeCotis and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Deborah DeCotis — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 5,804,899 | | | | 94,034 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 5,804,899 | | | | 94,034 | |
| | | |
Re‑Election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 1,305 | | | | 82 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Ms. Vandecruze and Messrs. Fisher, Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 101 |
| | | | |
Shareholder Meeting Results | | (Cont.) | | (Unaudited) |
PIMCO New York Municipal Income Fund II — PNI
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of Deborah DeCotis and the election of Kathleen McCartney as Trustees of the Fund. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan as a Trustee of the Fund.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of Deborah DeCotis — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 6,948,573 | | | | 284,019 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 6,948,573 | | | | 284,019 | |
| | | |
Re‑Election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 2,015 | | | | 62 | |
The other members of the Board of Trustees at the time of the Meeting, namely, Ms. Vandecruze and Messrs. Fisher, Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
PIMCO New York Municipal Income Fund III — PYN
Common and Preferred Shareholders, voting together as a single class, voted as indicated below with respect to the re‑election of David Fisher and the election of Kathleen McCartney. The Preferred Shareholders, voting as a separate class, voted as indicated below with respect to the re‑election of Sarah E. Cogan.
| | | | | | | | | | | | |
| | | | | Affirmative | | | Withheld Authority | |
| | | |
Re‑election of David Fisher† — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 3,770,438 | | | | 176,351 | |
| | | |
Election of Kathleen McCartney — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 3,770,438 | | | | 176,351 | |
| | | |
Re‑election of Sarah E. Cogan — Class II to serve until the annual meeting held during the 2025 fiscal year | | | | | | | 1,043 | | | | 25 | |
Due to William B. Ogden, IV’s scheduled retirement from the Board of Trustees of all PIMCO Sponsored Closed‑End Funds at the end of 2022, he did not stand for re‑election as a Trustee of the Fund at the annual meeting of shareholders (the “Meeting”), and he was no longer a Trustee of the Fund following the Meeting.
The other members of the Board of Trustees at the time of the Meeting, namely, Mses. DeCotis and Vandecruze and Messrs. Kittredge, Maney, Ogden and Rappaport continued to serve as Trustees of the Fund.
| | | | | | |
102 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Changes to Boards of Trustees | | | | (Unaudited) |
Effective July 1, 2022, the Board of Trustees appointed Ms. Kathleen McCartney as a Class II Trustee of the Funds.
Effective December 31, 2022, Mr. William B. Ogden, IV retired from his position as Trustee of the Funds.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 103 |
| | | | |
Dividend Reinvestment Plan | | | | |
Each Fund has adopted a Dividend Reinvestment Plan (the “Plan”) which allows common shareholders to reinvest Fund distributions in additional common shares of the Fund. American Stock Transfer & Trust Company, LLC (the “Plan Agent”) serves as agent for common shareholders in administering the Plan. It is important to note that participation in the Plan and automatic reinvestment of Fund distributions does not ensure a profit, nor does it protect against losses in a declining market.
Automatic enrollment/voluntary participation Under the Plan, common shareholders whose shares are registered with the Plan Agent (“registered shareholders”) are automatically enrolled as participants in the Plan and will have all Fund distributions of income, capital gains and returns of capital (together, “distributions”) reinvested by the Plan Agent in additional common shares of a Fund, unless the shareholder elects to receive cash. Registered shareholders who elect not to participate in the Plan will receive all distributions in cash paid by check and mailed directly to the shareholder of record (or if the shares are held in street or other nominee name, to the nominee) by the Plan Agent. Participation in the Plan is voluntary. Participants may terminate or resume their enrollment in the Plan at any time without penalty by notifying the Plan Agent online at www.amstock.com, by calling (844) 33-PIMCO, by writing to the Plan Agent, American Stock Transfer & Trust Company, LLC, at P.O. Box 922, Wall Street Station, New York, NY 10269-0560, or, as applicable, by completing and returning the transaction form attached to a Plan statement. A proper notification will be effective immediately and apply to each Fund’s next distribution if received by the Plan Agent at least three (3) days prior to the record date for the distribution; otherwise, a notification will be effective shortly following the Fund’s next distribution and will apply to the Fund’s next succeeding distribution thereafter. If you withdraw from the Plan and so request, the Plan Agent will arrange for the sale of your shares and send you the proceeds, minus brokerage commissions.
How shares are purchased under the Plan For each Fund distribution, the Plan Agent will acquire common shares for participants either (i) through receipt of newly issued common shares from each Fund (“newly issued shares”) or (ii) by purchasing common shares of the Fund on the open market (“open market purchases”). If, on a distribution payment date, the NAV per common share of each Fund is equal to or less than the market price per common share plus estimated brokerage commissions (often referred to as a “market premium”), the Plan Agent will invest the distribution amount on behalf of participants in newly issued shares at a price equal to the greater of (i) NAV or (ii) 95% of the market price per common share on the payment date. If the NAV is greater than the market price per
common shares plus estimated brokerage commissions (often referred to as a “market discount”) on a distribution payment date, the Plan agent will instead attempt to invest the distribution amount through open market purchases. If the Plan Agent is unable to invest the full distribution amount in open market purchases, or if the market discount shifts to a market premium during the purchase period, the Plan Agent will invest any un-invested portion of the distribution in newly issued shares at a price equal to the greater of (i) NAV or (ii) 95% of the market price per share as of the last business day immediately prior to the purchase date (which, in either case, may be a price greater or lesser than the NAV per common shares on the distribution payment date). No interest will be paid on distributions awaiting reinvestment. Under the Plan, the market price of common shares on a particular date is the last sales price on the exchange where the shares are listed on that date or, if there is no sale on the exchange on that date, the mean between the closing bid and asked quotations for the shares on the exchange on that date.
The NAV per common share on a particular date is the amount calculated on that date (normally at the close of regular trading on the New York Stock Exchange) in accordance with each Fund’s then current policies.
Fees and expenses No brokerage charges are imposed on reinvestments in newly issued shares under the Plan. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. There are currently no direct service charges imposed on participants in the Plan, although each Fund reserves the right to amend the Plan to include such charges. The Plan Agent imposes a transaction fee (in addition to brokerage commissions that are incurred) if it arranges for the sale of your common shares held under the Plan.
Shares held through nominees In the case of a registered shareholder such as a broker, bank or other nominee (together, a “nominee”) that holds common shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of common shares certified by the nominee/record shareholder as representing the total amount registered in such shareholder’s name and held for the account of beneficial owners who are to participate in the Plan. If your common shares are held through a nominee and are not registered with the Plan Agent, neither you nor the nominee will be participants in or have distributions reinvested under the Plan. If you are a beneficial owner of common shares and wish to participate in the Plan, and your nominee is unable or unwilling to become a registered shareholder and a Plan participant on your behalf, you may request that your nominee arrange to have all or a portion of your shares re-registered with the Plan Agent in your
| | | | | | |
104 | | PIMCO CLOSED-END FUNDS | | | | |
name so that you may be enrolled as a participant in the Plan. Please contact your nominee for details or for other possible alternatives. Participants whose shares are registered with the Plan Agent in the name of one nominee firm may not be able to transfer the shares to another firm and continue to participate in the Plan.
Tax consequences Automatically reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions — i.e., automatic reinvestment in additional shares does not relieve shareholders of, or defer the need to pay, any income tax that may be payable (or that is required to be withheld) on Fund dividends and distributions. The Funds and the Plan Agent reserve the right to amend or terminate the Plan. Additional information about the Plan, as well as a copy of the full Plan itself, may be obtained from the Plan Agent, American Stock Transfer & Trust Company, LLC, at P.O. Box 922, Wall Street Station, New York, NY 10269-0560; telephone number: (844) 33‑PIMCO; website: www.amstock.com.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 105 |
| | | | |
Additional Information Regarding the Funds | | | | (Unaudited) |
CHANGES OCCURRING DURING PRIOR FISCAL YEAR
The following information in this annual report is a summary of certain changes during the most recent fiscal year. This information may not reflect all of the changes that have occurred since you purchased shares of a Fund.
| 1. | The Board of Trustees approved the elimination of a non‑fundamental investment guideline governing the amount of leverage each Fund can maintain and related asset segregation and coverage requirements that are no longer applicable to the Fund. Effective December 22, 2022, the following non‑fundamental guideline was removed and, accordingly, disclosure was removed from each Fund’s registration statement and is not included in the “Use of Leverage” section of this annual report: |
The amount of leverage that the Fund uses may change, but total leverage is not normally expected to exceed 50% of the Fund’s total assets. To the extent the Fund covers its commitments under TOBs or other derivatives instruments by the segregation of liquid assets, or by entering into offsetting transactions or owning positions covering its obligations, they will not be considered “senior securities” under the Investment Company Act of 1940 (“1940 Act”) and will not be subject to the 50% policy described in the foregoing sentence.
The following principal risk disclosures have been added with respect to each Fund:
Asset Allocation Risk
Credit Default Swaps Risk
Securities Lending Risk
Zero-Coupon Bond, Step‑Ups and Payment In‑Kind Securities Risk
Loans and Other Indebtedness; Loan Participations and Assignments Risk
Municipal Project Housing
Unresolved Staff Comments
The Funds do not believe that there are any material unresolved written comments, received 180 days or more before December 31, 2022 from the Staff of the SEC regarding any of the Funds’ periodic or current reports under the Securities Exchange Act or the Investment Company Act, or their registration statements.
Portfolio Transactions
The PIMCO Municipal Income Fund II had an effective registration statement as of December 31, 2022, and is, therefore, required to report the aggregate amounts of brokerage commissions paid by the Fund during the fiscal year ended December 31, 2022 (amounts in thousands†):
| | | | | | | | | | | | |
Fund Name | | | | | Total Commission Paid | | | Total Commission Paid to Affiliated Brokers | |
| | | |
Municipal Income Fund | | | | | | $ | 0 | | | $ | 0 | |
| | | |
Municipal Income Fund II | | | | | | $ | 0 | | | $ | 0 | |
| | | |
Municipal Income Fund III | | | | | | $ | 0 | | | $ | 0 | |
| | | |
California Municipal Income Fund | | | | | | $ | 0 | | | $ | 0 | |
| | | |
California Municipal Income Fund II | | | | | | $ | 0 | | | $ | 0 | |
| | | |
California Municipal Income Fund III | | | | | | $ | 0 | | | $ | 0 | |
| | | |
New York Municipal Income Fund | | | | | | $ | 0 | | | $ | 0 | |
| | | |
New York Municipal Income Fund II | | | | | | $ | 0 | | | $ | 0 | |
| | | |
New York Municipal Income Fund III | | | | | | $ | 0 | | | $ | 0 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
| | | | | | |
106 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Principal Investment Strategies | | | | (Unaudited) |
Unless otherwise noted, the information in this section is as of December 31, 2022.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each of PCQ, PCK and PZC is to provide current income exempt from federal and California income tax. The investment objective of each of PMF, PML and PMX is to provide current income exempt from federal income tax. The investment objective of PNF, PNI and PYN is to provide current income exempt from federal, New York State and New York City income tax. In pursuing each Fund’s investment objective, the Fund’s investment manager, Pacific Investment Management Company LLC (“PIMCO or the “Investment Manager”), also seeks to preserve and enhance the value of the Fund’s holdings relative to the municipal bond market generally, using proprietary analytical models that test and evaluate the sensitivity of those holdings to changes in interest rates and yield relationships. A Fund cannot assure you that it will achieve its investment objective, and you could lose all of your investment in the Fund.
Portfolio Management Strategies
Under normal circumstances, each of PCQ, PCK and PZC invests at least 90% of its net assets in municipal bonds which pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by PIMCO to be reliable), is exempt from regular federal and California income taxes (i.e., excluded from gross income for federal and California income tax purposes but not necessarily exempt from the federal alternative minimum tax (“California Municipal Bonds”)). Subject to its other investment policies, the Fund may invest up to 20% of its total assets in investments the interest from which is subject to the federal alternative minimum tax.
Under normal circumstances, each of PMF, PML and PMX invests at least 90% of its net assets in municipal bonds which pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by PIMCO to be reliable), is exempt from regular federal income taxes (i.e., excluded from gross income for federal income tax purposes but not necessarily exempt from the federal alternative minimum tax). Subject to its other investment policies, the Fund may invest up to 20% of its total assets in investments the interest from which is subject to the federal alternative minimum tax.
Under normal circumstances, each of PNF, PNI and PYN invests at least 90% of its net assets in municipal bonds which pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by PIMCO to be reliable) is exempt from regular federal, New York State and New York City income taxes (i.e., excluded from gross income for federal, New York State and New York City income tax purposes but not necessarily exempt from the federal
alternative minimum tax (“New York Municipal Bonds”)). Subject to its other investment policies, the Fund may invest up to 20% of its total assets in investments the interest from which is subject to the federal alternative minimum tax.
Each Fund invests at least 80% of its net assets in municipal bonds that are, at the time of purchase, rated “investment grade” by at least one of Moody’s Investors Service, Inc (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch, Inc. (“Fitch”), or unrated but determined by PIMCO to be of comparable quality. “Investment grade” means a rating, in the case of Moody’s, of Baa3 or higher, or in the case of S&P and Fitch, of BBB‑ or higher. Each Fund may invest up to 20% of its net assets in municipal bonds that are, at the time of investment, rated Ba or B or lower by Moody’s, BB or B or lower by S&P or Fitch or that are unrated but judged to be of comparable quality by PIMCO. These bonds are rated below investment grade and are commonly known as “high yield securities” or “junk bonds.” Bonds of below investment grade quality are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal and are commonly referred to as “junk bonds.” Bonds in the lowest investment grade category may also be considered to possess some speculative characteristics. In the event that ratings services assign different ratings to the same security, PIMCO will use the highest rating as the credit rating for that security.
Each Fund’s investment in municipal bonds may be based on PIMCO’s belief that they have attractive yield and/or total return potential. Each Fund attempts to produce returns relative to the municipal bond market generally by prudent selection of municipal bonds. The Funds may invest in bonds associated with a particular municipal market sector (for example, electric utilities), issued by a particular municipal issuer, or having particular structural characteristics, that PIMCO believes may be undervalued. PIMCO may purchase such a bond for a Fund’s portfolio because it represents a market sector or issuer that PIMCO considers undervalued. For example, municipal bonds of particular types (e.g., hospital bonds, industrial revenue bonds or bonds issued by a particular municipal issuer) could be undervalued if there is a temporary excess of supply in that market sector, or because of a general decline in the market price of municipal bonds of the market sector for reasons that do not apply to the particular municipal bonds that are considered undervalued.
Portfolio Contents
For each of PML, PMF and PMX, the municipal bonds in which the Fund invests are generally issued by a U.S. state or territory, a city in a U.S. state or territory, or a political subdivision, agency, authority, or instrumentality of such state, territory or city.
For each of PCQ, PCK and PZC, the California Municipal Bonds in which the Fund invests are generally issued by the State of California,
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 107 |
| | | | |
Principal Investment Strategies | | (Cont.) | | |
a city in California, or a political subdivision, agency, authority, or instrumentality of such state or city, but may be issued by other U.S. states and/or U.S. territories, the interest from which is exempt from California and federal income taxes.
For each of PNF, PNI and PYN, the New York Municipal Bonds in which the Fund invests are generally issued by the State of New York, a city in New York (including New York City) or a political subdivision, agency, authority or instrumentality of such state or city, but may be issued by other U.S. states and/or U.S. territories, the interest from which is exempt from New York, New York City and federal income taxes.
Each of PCQ, PCK, PZC, PNF, PNI and PYN may also invest up to 10% of its net assets in municipal bonds issued by a U.S. state or territory, a city in a U.S. state or territory, or a political subdivision, agency, authority, or instrumentality of such state, territory or city, the interest from which is not exempt from California or New York and New York City income taxes, as applicable.
Also included within the general category of municipal bonds in which each Fund may invest are loans (including participations and assignments) and participations in lease obligations. A lease obligation is an obligation in the form of a lease or installment purchase that is issued by a state or local government to acquire equipment and facilities. Income from such obligations generally is exempt from state and local tax in the state of issuance. Lease obligations may be secured or unsecured. Lease obligations do not constitute general obligations of the municipality for which the municipality’s taxing power is pledged.
Each Fund may invest in “structured” notes, which are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset or market, such as selected securities or an index of securities, or the differential performance of two assets or markets, such as indices reflecting taxable and tax‑exempt bonds. Each such Fund may do so for the purpose of reducing the interest rate sensitivity of the Fund’s portfolio (and thereby decreasing the Fund’s exposure to interest rate risk). The rate of interest on an income-producing security may be fixed, floating or variable.
Each Fund may purchase municipal bonds that are additionally secured by insurance, bank credit agreements, or escrow accounts. The credit quality of companies which provide such credit enhancements will affect the value and overall credit risk posed by investments in such securities. Although the insurance feature reduces certain financial risks, the premiums for insurance and the higher market price paid for insured obligations may reduce the Fund’s income.
Each Fund may buy and sell municipal bonds on a when-issued, delayed delivery or forward commitment basis, making payment or taking delivery at a later date. Each Fund may invest in floating rate debt instruments (“floaters”), including inverse floaters, and engage in credit spread trades. A credit spread trade is an investment position relating to a difference in the prices or interest rates of two bonds or other securities, in which the value of the investment position is determined by changes in the difference between the prices or interest rates, as the case may be, of the respective securities.
Each Fund may invest in trust certificates issued in tender option bond (“TOB”) programs. In these programs, a trust typically issues two classes of certificates, floating rate certificates (“TOB Floaters”) and residual interest certificates (“TOB Residuals”), and seeks to use the proceeds to purchase municipal securities having longer maturities and bearing interest at a higher fixed interest rate than prevailing short-term tax‑exempt rates. Service providers of such trusts may have recourse against a Fund in certain cases, such as if the Fund holds recourse TOB Residuals. Each Fund may invest in both non‑recourse and recourse TOB Residuals to leverage its portfolio.
Each Fund may also invest up to 10% of its total assets in securities of other open- or closed‑end investment companies that invest primarily in municipal bonds of the types in which the Fund may invest directly. Each Fund may invest in other investment companies either during periods when it has large amounts of uninvested cash, during periods when there is a shortage of attractive, high-yielding municipal bonds available in the market, or when PIMCO believes share prices of other investment companies offer attractive values. Each Fund may invest in investment companies that are advised by PIMCO or its affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the Securities and Exchange Commission. As a shareholder of an investment company, the Fund will bear its ratable share of that investment company’s expenses and would remain subject to payment of the Fund’s management fees and other expenses with respect to assets so invested.
Each Fund may invest in securities of other open- or closed‑end investment companies (including those advised by PIMCO), including, without limitation, ETFs, to the extent that such investments are consistent with the Fund’s investment objectives, strategies and policies and permissible under the 1940 Act. Each Fund may invest in other investment companies to gain broad market or sector exposure or for cash management purposes, including during periods when it has large amounts of uninvested cash or when PIMCO believes share prices of other investment companies offer attractive values. Each Fund may invest in certain money market funds and/or short-term bond funds (“Central Funds”), to the extent permitted by the 1940 Act, the rules thereunder or exemptive relief therefrom. The Central
| | | | | | |
108 | | PIMCO CLOSED-END FUNDS | | | | |
Funds are registered investment companies created for use by certain registered investment companies advised by PIMCO in connection with their cash management activities. Each Fund treats its investments in other investment companies that invest primarily in types of securities in which the Fund may invest directly as investments in such types of securities for purposes of the Fund’s investment policies (e.g., the Fund’s investment in an investment company that invests primarily in debt securities will be treated by the Fund as an investment in a debt security). As a shareholder in an investment company, each Fund would bear its ratable share of that investment company’s expenses and would remain subject to payment of each Fund’s management fees and other expenses with respect to assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent each Fund invests in other investment companies. The securities of other investment companies may be leveraged, in which case the NAV and/or market value of the investment company’s shares will be more volatile than unleveraged investments.
Each Fund generally intends to invest primarily in municipal bonds with longer-term maturities (for example, 15‑30 years), but may invest in bonds of any maturity and otherwise seek a shorter average weighted maturity of its portfolio.
Each Fund may purchase and sell (write) a variety of derivatives, such as put options and call options on securities, short sales, credit default swaps, swap agreements, and securities indexes, and enter into interest rate and index futures contracts and purchase and sell options on such futures contracts for hedging purposes or as part of its overall investment strategy. Each Fund also may enter into swap agreements with respect to interest rates and indexes of securities. If other types of financial instruments, including other types of options, futures contracts, or futures options are traded in the future, the Fund may also use those instruments.
Each of PCK, PZC, PML, PMX, PNI and PYN may invest up to 20% (and each of PCQ, PMF and PNF may invest up to 15%) of its net assets in securities which are illiquid at the time of investment (i.e., any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment).
There have been no significant changes in the Fund’s portfolio turnover rates over the last two fiscal years, and no significant change to the portfolio turnover rates of the Fund described in the Financial Highlights can currently be predicted.
Each Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer, which agrees to repurchase the security at the Fund’s cost plus interest within a specified time.
Each Fund has outstanding auction rate preferred shares of beneficial interest (“ARPS”) and, except for PNF and PYN, remarketable variable rate munifund term preferred shares of beneficial interest (“RVMTP” and together with the ARPS and any other preferred shares a Fund may have outstanding, “Preferred Shares”). In connection with rating each Fund’s Preferred Shares, Moody’s and Fitch, as applicable, impose specific asset coverage tests and other limitations and restrictions that may limit a Fund’s ability to engage in certain of the transactions described above. In addition, failure to comply with these limitations and restrictions could, among other things, preclude a Fund from declaring or paying dividend or distributions.
Temporary Defensive Investments. Each Fund may make short-term investments when attempting to respond to adverse market, economic, political, or other conditions, as determined by PIMCO. Upon PIMCO’s recommendation, for temporary defensive purposes and in order to keep a Fund’s cash fully invested, each Fund may invest up to 100% of its net assets in high quality, short-term investments, including U.S. Government, mortgage-backed and corporate debt securities that may be either tax‑exempt or taxable.
To the extent a Fund invests in taxable short-term investments, such Fund will not at such times be in a position to achieve its investment objective.
Use of Leverage
Each Fund currently utilizes leverage principally through its outstanding Preferred Shares and floating rate notes issued in TOB transactions. Each Fund may also enter into transactions other than those noted above that may give rise to a form of leverage including, among others, futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments. Each Fund may also determine to issue other types of Preferred Shares or determine to decrease the leverage it currently maintains by redeeming its outstanding Preferred Shares or unwinding TOBs and may or may not determine to replace such leverage through other sources.
Depending upon market conditions and other factors, a Fund may or may not determine to add leverage following a Common Share offering to maintain or increase the total amount of leverage (as a percentage of the Fund’s total assets) that the Fund currently maintains, taking into account the additional assets raised through the issuance of Common Shares in such offering. Each Fund utilizes certain kinds of leverage, including, without limitation, Preferred Shares and TOBs, opportunistically and may choose to increase or decrease, or eliminate entirely, its use of such leverage over time and from time to time based on PIMCO’s assessment of the yield curve environment,
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 109 |
| | | | |
Principal Investment Strategies | | (Cont.) | | (Unaudited) |
interest rate trends, market conditions and other factors. If a Fund determines to add leverage following an offering, it is not possible to predict with accuracy the precise amount of leverage that would be added, in part because it is not possible to predict the number of Common Shares that ultimately will be sold in an offering or series of offerings. To the extent that a Fund does not add additional leverage following an offering, the Fund’s total amount of leverage as a percentage of its total assets will decrease, which could result in a reduction of investment income available for distribution to Common Shareholders.
| | | | | | |
110 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Principal Risks of the Funds | | | | (Unaudited) |
The information in this section is as of December 31, 2022.
The factors that are most likely to have a material effect on a particular Fund’s portfolio as a whole are called “principal risks.” Each Fund is subject to the principal risks indicated below, whether through direct investments, investment company investments or derivative positions. Each Fund may be subject to additional risks other than those identified and described below because the types of investments made by a Fund can change over time.
AMT Bonds Risk
Investments by the Funds in “AMT Bonds,” which are municipal securities that pay interest that is taxable under the federal alternative minimum tax applicable to noncorporate taxpayers, may expose the Funds to certain risks in addition to those typically associated with municipal bonds. Interest or principal on AMT Bonds paid out of current or anticipated revenues from a specific project or specific asset may be adversely impacted by declines in revenue from the project or asset. Declines in general business activity could also affect the economic viability of facilities that are the sole source of revenue to support AMT Bonds. In this regard, AMT Bonds may entail greater risks than general obligation municipal bonds. For shareholders subject to the federal alternative minimum tax, a portion of a Fund’s distributions may not be exempt from gross federal income, which may give rise to alternative minimum tax liability.
Anti-Takeover Provisions
Each Fund’s Amended and Restated Agreement and Declaration of Trust and Bylaws (collectively, the “Organizational Documents”), include provisions that could limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to open‑end status. These provisions in the Organizational Documents could have the effect of depriving the holders of the Fund’s common shares of beneficial interest (“Common Shares”) of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares or at NAV.
Asset Allocation Risk
A Fund’s investment performance depends upon how its assets are allocated and reallocated. A principal risk of investing in a Fund is that PIMCO may make less than optimal or poor asset allocation decisions. PIMCO employs an active approach to allocation among multiple fixed-income sectors within a Fund’s investment objectives and strategies, but there is no guarantee that such allocation techniques will produce the desired results. It is possible that PIMCO will focus on an investment that performs poorly or underperforms other investments under various market conditions. You could lose money on your investment in a Fund as a result of these allocation decisions.
California State-Specific Risk
A Fund may invest in municipal bonds issued by or on behalf of the State of California and its political subdivisions, financing authorities and their agencies, and therefore may be affected significantly by political, economic, regulatory, social, environmental, or public health developments affecting the ability of California tax exempt issuers to pay interest or repay principal. Certain issuers of California municipal bonds have experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain California issuers to pay principal or interest on their obligations.
Provisions of the California Constitution and State statutes which limit the taxing and spending authority of California governmental entities may impair the ability of California issuers to pay principal and/or interest on their obligations. While California’s economy is broad, it does have major concentrations in advanced technology, aerospace and defense-related manufacturing, trade, entertainment, real estate and financial services, and may be sensitive to economic problems affecting those industries. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives as well as environmental events, natural disasters, pandemics, epidemics or social unrest could have an adverse effect on the debt obligations of California issuers.
Call Risk
Call risk refers to the possibility that an issuer may exercise its right to redeem a fixed income security earlier than expected (a call). Issuers may call outstanding securities prior to their maturity for a number of reasons (e.g., declining interest rates, changes in credit spreads and improvements in the issuer’s credit quality). If an issuer calls a security in which a Fund has invested, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features.
Certain Affiliations
Certain broker-dealers may be considered to be affiliated persons of the Funds and/or the Investment Manager due to their possible affiliations with Allianz SE, the ultimate parent of the Investment Manager, or another Allianz entity. Allianz Asset Management of America LP (“AAM LP”) merged with Allianz Asset Management of America LLC (“AAM LLC”), with the latter being the surviving entity, effective January 1, 2023. Following the merger, AAM LLC is PIMCO LLC’s managing member and direct parent entity. Absent an exemption from the SEC or other regulatory relief, the Funds are generally precluded from effecting certain principal transactions with affiliated brokers, and its ability to purchase securities being underwritten by an affiliated broker or a syndicate including an
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 111 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
affiliated broker, or to utilize affiliated brokers for agency transactions, is subject to restrictions. This could limit the Fund’s ability to engage in securities transactions and take advantage of market opportunities.
PIMCO has applied for exemptive relief from the SEC that, if granted, would permit the Fund to, among other things, co‑invest with certain other persons, including certain affiliates of PIMCO and certain public or private funds managed by PIMCO and its affiliates, subject to certain terms and conditions. However, there is no assurance that such relief will be granted.
Confidential Information Access Risk
In managing the Fund (and other PIMCO clients), PIMCO may from time to time have the opportunity to receive material, non‑public information (“Confidential Information”) about the issuers of certain investments, including, without limitation, senior floating rate loans, other loans and related investments being considered for acquisition by the Fund or held in the Fund’s portfolio. For example, an issuer of privately placed loans considered by a Fund may offer to provide PIMCO with financial information and related documentation regarding the issuer that is not publicly available. Pursuant to applicable policies and procedures, PIMCO may (but is not required to) seek to avoid receipt of Confidential Information from the issuer so as to avoid possible restrictions on its ability to purchase and sell investments on behalf of the Fund and other clients to which such Confidential Information relates. In such circumstances, the Fund (and other PIMCO clients) may be disadvantaged in comparison to other investors, including with respect to the price the Fund pays or receives when it buys or sells an investment. Further, PIMCO’s and the Fund’s abilities to assess the desirability of proposed consents, waivers or amendments with respect to certain investments may be compromised if they are not privy to available Confidential Information. PIMCO may also determine to receive such Confidential Information in certain circumstances under its applicable policies and procedures. If PIMCO intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to purchase or sell investments to which such Confidential Information relates.
Counterparty Risk
A Fund will be subject to credit risk with respect to the counterparties to the derivative contracts and other instruments entered into by the Fund or held by special purpose or structured vehicles in which the Fund invests. In the event that a Fund enters into a derivative transaction with a counterparty that subsequently becomes insolvent or becomes the subject of a bankruptcy case, the derivative transaction may be terminated in accordance with its terms and a Fund’s ability to realize its rights under the derivative instrument and its ability to distribute the proceeds could be adversely affected. If a
counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, a Fund may experience significant delays in obtaining any recovery (including recovery of any collateral it has provided to the counterparty) in a dissolution, assignment for the benefit of creditors, liquidation, winding‑up, bankruptcy or other analogous proceeding. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If a Fund is owed this fair market value in the termination of the derivative transaction and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty and will not have any claim with respect to any underlying security or asset. A Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. While a Fund may seek to manage its counterparty risk by transacting with a number of counterparties, concerns about the solvency of, or a default by, one large market participant could lead to significant impairment of liquidity and other adverse consequences for other counterparties.
Credit Default Swaps Risk
Credit default swap agreements may involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller (if any), coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. When a Fund acts as a seller of a credit default swap, it is exposed to many of the same risks of leverage described herein since if an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation.
Although a Fund may seek to realize gains by selling credit default swaps that increase in value, to realize gains on selling credit default swaps, an active secondary market for such instruments must exist or the Fund must otherwise be able to close out these transactions at advantageous times. In addition to the risk of losses described above, if no such secondary market exists or a Fund is otherwise unable to close out these transactions at advantageous times, selling credit default swaps may not be profitable for the Fund.
The market for credit default swaps has become more volatile as the creditworthiness of certain counterparties has been questioned and/or downgraded. A Fund will be subject to credit risk with respect to the counterparties to the credit default swap contract (whether a clearing corporation or another third party). If a counterparty’s credit becomes significantly impaired, multiple requests for collateral posting in a
| | | | | | |
112 | | PIMCO CLOSED-END FUNDS | | | | |
short period of time could increase the risk that the Fund may not receive adequate collateral. A Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position, which may cause the Fund to incur more losses.
Credit Risk
A Fund could lose money if the issuer or guarantor of a fixed income security (including a security purchased with securities lending collateral), or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities is unable or unwilling, or is perceived (whether by market participants, rating agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments or to otherwise honor its obligations. The risk that such issuer, guarantor or counterparty is less willing or able to do so is heightened in market environments where interest rates are rising. The downgrade of the credit of a security held by a Fund may decrease its value. Measures such as average credit quality may not accurately reflect the true credit risk of the Fund. This is especially the case if the Fund consists of securities with widely varying credit ratings. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. This risk is greater to the extent a Fund uses leverage or derivatives in connection with the management of the Fund. Municipal bonds are subject to the risk that litigation, legislation or other political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest.
Cybersecurity Risk
As the use of technology has become more prevalent in the course of business, the Funds have become potentially more susceptible to operational and information security risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional cyber events from outside threat actors or internal resources that may, among other things, cause a Fund to lose proprietary information, suffer data corruption and/or destruction or lose operational capacity, result in the unauthorized release or other misuse of confidential information or otherwise disrupt normal business operations. Cyber security breaches may involve unauthorized access to a Fund’s digital information systems (e.g., through “hacking” or malicious software coding), and may come from multiple sources, including outside attacks such as denial‑of‑service attacks (i.e., efforts to make network services unavailable to intended users) or cyber extortion, including exfiltration of data held for ransom and/or “ransomware” attacks that renders systems inoperable until ransom is paid, or insider actions. In addition, cyber security breaches involving a Fund’s third party service providers (including but not limited to advisers, sub‑advisers, administrators, transfer agents, custodians,
vendors, suppliers, distributors and other third parties), trading counterparties or issuers in which a Fund invests can also subject the Fund to many of the same risks associated with direct cyber security breaches or extortion of company data. Moreover, cyber security breaches involving trading counterparties or issuers in which a Fund invests could adversely impact such counterparties or issuers and cause the Fund’s investments to lose value.
Cyber security failures or breaches may result in financial losses to a Fund and its shareholders. These failures or breaches may also result in disruptions to business operations, potentially resulting in financial losses; interference with a Fund’s ability to calculate its NAV, process shareholder transactions or otherwise transact business with shareholders; impediments to trading; violations of applicable privacy and other laws; regulatory fines; penalties; third party claims in litigation; reputational damage; reimbursement or other compensation costs; additional compliance and cyber security risk management costs and other adverse consequences. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.
Like with operational risk in general, the Funds have established business continuity plans and risk management systems designed to reduce the risks associated with cyber security. However, there are inherent limitations in these plans and systems, including that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. As such, there is no guarantee that such efforts will succeed, especially because a Fund does not directly control the cyber security systems of issuers in which the Fund may invest, trading counterparties or third party service providers to the Fund. Such entities have experienced cyber attacks and other attempts to gain unauthorized access to systems from time to time, and there is no guarantee that efforts to prevent or mitigate the effects of such attacks or other attempts to gain unauthorized access will be successful. There is also a risk that cyber security breaches may not be detected. A Fund and its shareholders may suffer losses as a result of a cyber security breach related to the Fund, its service providers, trading counterparties or the issuers in which the Fund invests.
Derivatives Risk
The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, including leverage risk, liquidity risk (which may be heightened for highly-customized derivatives), interest rate risk, market risk, credit risk, counterparty risk, tax risk, management risk, operational risk and legal risk as well as risks arising from changes in applicable requirements. They also involve the risk of mispricing, the risk of unfavorable or ambiguous documentation and the risk that
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 113 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
changes in the value of a derivative instrument may not correlate perfectly with the underlying asset, rate or index. If the Fund invests in a derivative instrument, a Fund could lose more than the amount invested and derivatives may increase the volatility of a Fund, especially in unusual or extreme market conditions. A Fund may be required to hold additional cash or sell other investments in order to obtain cash to close out a position and changes in the value of a derivative may also create margin delivery or settlement payment obligations for the Fund. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial or that, if used, such strategies will be successful. The Fund’s use of derivatives may increase or accelerate the amount of taxes payable by Common Shareholders.
Over‑the‑counter (“OTC”) derivatives are also subject to the risk that a counterparty to the transaction will not fulfill its contractual obligations to the other party, as many of the protections afforded to centrally-cleared derivative transactions might not be available for OTC derivative transactions. For derivatives traded on an exchange or through a central counterparty, credit risk resides with a Fund’s clearing broker, or the clearinghouse itself, rather than with a counterparty in an OTC derivative transaction. The primary credit risk on derivatives that are exchange-traded or traded through a central clearing counterparty resides with a Fund’s clearing broker, or the clearinghouse itself.
Participation in the markets for derivative instruments involves investment risks and transaction costs to which a Fund may not be subject absent the use of these strategies. The skills needed to successfully execute derivative strategies may be different from those needed for other types of transactions. If a Fund incorrectly forecasts the value and/or creditworthiness of securities, currencies, interest rates, counterparties or other economic factors involved in a derivative transaction, the Fund might have been in a better position if the Fund had not entered into such derivative transaction. In evaluating the risks and contractual obligations associated with particular derivative instruments, it is important to consider that certain derivative transactions may be modified or terminated only by mutual consent of a Fund and its counterparty.
Therefore, it may not be possible for a Fund to modify, terminate, or offset the Fund’s obligations or the Fund’s exposure to the risks associated with a derivative transaction prior to its scheduled termination or maturity date, which may create a possibility of increased volatility and/or decreased liquidity to the Fund.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still
developing, appropriate derivative transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, a Fund may wish to retain the Fund’s position in the derivative instrument by entering into a similar contract but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other appropriate counterparty can be found. When such markets are unavailable, a Fund will be subject to increased liquidity and investment risk.
The Fund may enter into opposite sides of interest rate swap and other derivatives for the principal purpose of generating distributable gains on the one side (characterized as ordinary income for tax purposes) that are not part of the Fund’s duration or yield curve management strategies (“paired swap transactions”), and with a substantial possibility that the Fund will experience a corresponding capital loss and decline in NAV with respect to the opposite side transaction (to the extent it does not have corresponding offsetting capital gains).
Consequently, Common Shareholders may receive distributions and owe tax on amounts that are effectively a taxable return of the shareholder’s investment in the Fund, at a time when their investment in the Fund has declined in value, which tax may be at ordinary income rates. The tax treatment of certain derivatives in which the Fund invests may be unclear and thus subject to recharacterization.
Any recharacterization of payments made or received by the Fund pursuant to derivatives potentially could affect the amount, timing or character of Fund distributions. In addition, the tax treatment of such investment strategies may be changed by regulation or otherwise.
When a derivative is used as a hedge against a position that a Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. Although hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the underlying instrument, and there can be no assurance that a Fund’s hedging transactions will be effective. In such case, a Fund may lose money. The regulation of the derivatives markets has increased over the past several years, and additional future regulation of the derivatives markets may make derivatives more costly, may limit the availability or reduce the liquidity of derivatives or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness or raise the costs of a Fund’s derivative transactions, impede the employment of a Fund’s derivatives strategies, or adversely affect a Fund’s performance and cause a Fund to lose value.
| | | | | | |
114 | | PIMCO CLOSED-END FUNDS | | | | |
Distribution Rate Risk
Although the Funds may seek to maintain level distributions, a Fund’s distribution rates may be affected by numerous factors, including but not limited to changes in realized and projected market returns, fluctuations in market interest rates, Fund performance, and other factors. There can be no assurance that a change in market conditions or other factors will not result in a change in a Fund’s distribution rate or that the rate will be sustainable in the future.
For instance, during periods of low or declining interest rates, a Fund’s distributable income and dividend levels may decline for many reasons. For example, a Fund may have to deploy uninvested assets (whether from purchases of Fund shares, proceeds from matured, traded or called debt obligations or other sources) in new, lower yielding instruments. Additionally, payments from certain instruments that may be held by a Fund (such as variable and floating rate securities) may be negatively impacted by declining interest rates, which may also lead to a decline in the Fund’s distributable income and dividend levels.
Focused Investment Risk
Substantial exposure to municipal bonds of particular issuers, geographies and/or jurisdictions will result in susceptibility to political, economic, regulatory and other factors affecting issuers of such bonds, their ability to meet their obligations and the economic condition of the facility or specific revenue source from whose revenues payments of obligations may be made. The ability of state, county, or local governments or other issuers to meet their obligations will depend primarily on the availability of tax and other revenues to those entities. The amounts of tax and other revenues available to issuers may be affected from time to time by economic, political and demographic conditions that specifically impact such issuers. In addition, there are constitutional and statutory restrictions that limit the power of certain issuers to raise revenues or increase taxes. The availability of federal, state and local aid to issuers may also affect their ability to meet their obligations. The creditworthiness of obligations issued by local issuers within a given state may be unrelated to the creditworthiness of obligations issued by the state and there is no obligation on the part of the state to make payment on such local obligations in the event of default. Any reduction in the actual or perceived ability of an issuer to meet its obligations (including a reduction in the rating of its outstanding securities) would likely affect adversely the market value and marketability of its obligations and could adversely affect the values of other bonds as well. Moreover, in such circumstances, the value of the Fund’s shares may fluctuate more widely than the value of shares of a more diversified fund.
Many factors, including national economic, social and environmental policies and conditions, which are not within the control of issuers,
could affect or could have an adverse impact on the financial condition of the issuers. A Fund is unable to predict whether or to what extent such factors or other factors may affect issuers, the market value or marketability of such bonds or the ability of the respective issuers of the bonds acquired by the Fund to pay interest on or principal of such bonds.
High Yield Securities Risk
To the extent that a Fund invests in high yield securities and unrated securities of similar credit quality (commonly known as “high yield securities” or “junk bonds”), the Fund may be subject to greater levels of credit risk, call risk and liquidity risk than funds that do not invest in such securities, which could have a negative effect on the NAV and market price of the Fund’s Common Shares or Common Share dividends. These securities are considered predominantly speculative with respect to an issuer’s continuing ability to make principal and interest payments and may be more volatile than other types of securities. An economic downturn or individual corporate developments could adversely affect the market for these securities and reduce a Fund’s ability to sell these securities at an advantageous time or price. A Fund may purchase distressed securities that are in default or the issuers of which are in bankruptcy, which involve heightened risks.
Issuers of high yield securities may have the right to “call” or redeem the issue prior to maturity, which may result in a Fund having to reinvest the proceeds in other high yield securities or similar instruments that may pay lower interest rates. A Fund may also be subject to greater levels of liquidity risk than funds that do not invest in high yield securities. Consequently, transactions in high yield securities may involve greater costs than transactions in more actively traded securities. These factors may result in a Fund being unable to realize full value for these securities and/or may result in the Fund not receiving the proceeds from a sale of a high yield security for an extended period after such sale, each of which could result in losses to the Fund. Because of the risks involved in investing in high yield securities, an investment in a Fund should be considered speculative. To the extent that a Fund invests in high yield securities and unrated securities of similar credit quality (commonly known as “high yield securities” or “junk bonds”), a Fund may be subject to greater levels of credit risk, call risk and liquidity risk than funds that do not invest in such securities, which could have a negative effect on the NAV and market price of a Fund’s Common Shares or Common Share dividends. These securities are considered predominantly speculative with respect to an issuer’s continuing ability to make principal and interest payments, and may be more volatile than other types of securities. An economic downturn or individual corporate developments could adversely affect the market for these securities and reduce a Fund’s ability to sell these securities at an advantageous time or price. A Fund
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 115 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
may purchase distressed securities that are in default or the issuers of which are in bankruptcy, which involve heightened risks
In general, lower rated debt securities carry a greater degree of risk that the issuer will lose its ability to make interest and principal payments, which could have a negative effect on a Fund. Securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal and are commonly referred to as “high yield” securities or “junk bonds.” High yield securities involve a greater risk of default, and their prices are generally more volatile and sensitive to actual or perceived negative developments. Debt securities in the lowest investment grade category also may be considered to possess some speculative characteristics by certain rating agencies. A Fund may purchase stressed or distressed securities that are in default or the issuers of which are in bankruptcy, which involve heightened risks.
An economic downturn could severely affect the ability of issuers (particularly those that are highly leveraged) to service or repay their debt obligations. Lower-rated securities are generally less liquid than higher-rated securities, which may have an adverse effect on a Fund’s ability to dispose of them. For example, under adverse market or economic conditions, the secondary market for below investment grade securities could contract further, independent of any specific adverse changes in the condition of a particular issuer, and certain securities in a Fund’s portfolio may become illiquid or less liquid. As a result, a Fund could find it more difficult to sell these securities or may be able to sell these securities only at prices lower than if such securities were widely traded. To the extent a Fund focuses on below investment grade debt obligations, PIMCO’s capabilities in analyzing credit quality and associated risks will be particularly important, and there can be no assurance that PIMCO will be successful in this regard. Due to the risks involved in investing in high yield securities, an investment in a Fund should be considered speculative
A Fund’s credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security in the event that a rating agency or PIMCO downgrades its assessment of the credit characteristics of a particular issue. Analysis of creditworthiness may be more complex for issuers of high yield securities than for issuers of higher quality debt securities.
Illinois State-Specific Risk
A Fund may invest in municipal bonds issued by or on behalf of the State of Illinois and its political subdivisions, financing authorities and their agencies, and therefore may be affected significantly by political, economic, regulatory, social, environmental, or public health developments affecting the ability of Illinois issuers to pay interest or repay principal. Certain issuers of Illinois municipal bonds have
experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain Illinois issuers to pay principal or interest on their obligations. Provisions of the Illinois Constitution and State statutes which limit the taxing and spending authority of Illinois governmental entities may impair the ability of Illinois issuers to pay principal and/or interest on their obligations. While Illinois’ economy is broad, it does have major concentrations in certain industries and may be sensitive to economic problems affecting those industries. Future Illinois political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives as well as environmental events, natural disasters, pandemics, epidemics or social unrest could have an adverse effect on the debt obligations of Illinois issuers.
Inflation/Deflation Risk
Inflation risk is the risk that the value of assets or income from a Fund’s investments will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of a Fund’s portfolio could decline. Inflation has recently increased and it cannot be predicted whether it may decline. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of a Fund’s portfolio and Common Shares.
Insurance Risk
A Fund may purchase municipal securities that are secured by insurance, bank credit agreements or escrow accounts. The credit quality of the companies that provide such credit enhancements will affect the value of those securities. Certain significant providers of insurance for municipal securities have incurred significant losses as a result of exposure to sub‑prime mortgages and other lower credit quality investments that have experienced recent defaults or otherwise suffered extreme credit deterioration. As a result, such losses reduced the insurers’ capital and called into question their continued ability to perform their obligations under such insurance if they are called upon to do so in the future. If the insurer of a municipal security suffers a downgrade in its credit rating or the market discounts the value of the insurance provided by the insurer, the rating of the underlying municipal security may be more relevant and the value of the municipal security may more closely, if not entirely, reflect such rating. In such a case, the value of insurance associated with a municipal security may decline and may not add any value. The insurance feature of a municipal security does not guarantee the full payment of principal and interest through the life of an insured obligation, the market value of the insured obligation or the net asset value of the common shares represented by such insured obligation.
| | | | | | |
116 | | PIMCO CLOSED-END FUNDS | | | | |
Interest Rate Risk
Interest rate risk is the risk that fixed income securities and other instruments in a Fund’s portfolio will fluctuate in value because of a change in interest rates. For example, as nominal interest rates rise, the value of certain fixed income securities held by a Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Interest rate changes can be sudden and unpredictable, and a Fund may lose money as a result of movements in interest rates. A Fund may not be able to effectively hedge against changes in interest rates or may choose not to do so for cost or other reasons.
A wide variety of factors can cause interest rates or yields of U.S. Treasury securities (or yields of other types of bonds) to rise, including but not limited to central bank monetary policies, changing inflation or real growth rates, general economic conditions, increasing bond issuances or reduced market demand for low yielding investments. Recently, inflation levels have been at their highest point in nearly 40 years, and the Federal Reserve has begun an aggressive campaign to raise certain benchmark interest rates in an effort to combat inflation. During any periods of rising inflation, fixed income securities markets may experience heightened levels of interest rate, volatility and liquidity risk.
Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile. Duration is a measure used to determine the sensitivity of a security’s price to changes in interest rates that incorporates a security’s yield, coupon, final maturity and call features, among other characteristics. Duration is useful primarily as a measure of the sensitivity of a fixed income security’s market price to interest rate (i.e., yield) movements. All other things remaining equal, for each one percentage point increase in interest rates, the value of a portfolio of fixed income investments would generally be expected to decline by one percent for every year of the portfolio’s average duration above zero. For example, the value of a portfolio of fixed income securities with an average duration of eight years would generally be expected to decline by approximately 8% if interest rates rose by one percentage point.
Variable and floating rate securities may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general.
Conversely, floating rate securities will not generally increase in value if interest rates decline. Inverse floating rate securities may decrease in value if interest rates increase. Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality. When a Fund holds variable or floating rate securities, a
decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the NAV of the Fund’s shares.
During periods of very low or negative interest rates, a Fund may be unable to maintain positive returns. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent a Fund is exposed to such interest rates.
Measures such as average duration may not accurately reflect the true interest rate sensitivity of a Fund. This is especially the case if a Fund consists of securities with widely varying durations. Therefore, if a Fund has an average duration that suggests a certain level of interest rate risk, the Fund may in fact be subject to greater interest rate risk than the average would suggest. This risk is greater to the extent a Fund uses leverage or derivatives in connection with the management of the Fund.
Convexity is an additional measure used to understand a security’s or Fund’s interest rate sensitivity. Convexity measures the rate of change of duration in response to changes in interest rates. With respect to a security’s price, a larger convexity (positive or negative) may imply more dramatic price changes in response to changing interest rates. Convexity may be positive or negative. Negative convexity implies that interest rate increases result in increased duration, meaning increased sensitivity in prices in response to rising interest rates. Thus, securities with negative convexity, which may include bonds with traditional call features and certain mortgage-backed securities, may experience greater losses in periods of rising interest rates. Accordingly, if a Fund holds such securities, the Fund may be subject to a greater risk of losses in periods of rising interest rates.
Rising interest rates may result in a decline in value of the Fund’s fixed income investments and in periods of volatility. Further, while U.S. bond markets have steadily grown over the past three decades, dealer “market making” ability has remained relatively stagnant. As a result, dealer inventories of certain types of bonds and similar instruments, which provide a core indication of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size. Because market makers provide stability to a market through their intermediary services, the significant reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the fixed income markets. Such issues may be exacerbated during periods of economic uncertainty. All of these factors, collectively and/or individually, could cause a Fund to lose value.
Issuer Risk
The value of a security may decline for a number of reasons that directly relate to the issuer, such as management performance,
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 117 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets. A change in the financial condition of a single issuer may affect securities markets as a whole. These risks can apply to the Common Shares issued by a Fund and to the issuers of securities and other instruments in which the Fund invests.
Leverage Risk
A Fund’s use of leverage, if any, creates the opportunity for increased Common Share net income, but also creates special risks for Common Shareholders. To the extent used, there is no assurance that a Fund’s leveraging strategies will be successful. Leverage is a speculative technique that may expose a Fund to greater risk and increased costs. A Fund’s assets attributable to leverage, if any, will be invested in accordance with the Fund’s investment objective and policies. Interest expense payable by a Fund with respect to derivatives and other forms of leverage, and dividends payable with respect to any preferred shares outstanding, if any, will generally be based on shorter-term interest rates that would be periodically reset. So long as a Fund’s portfolio investments provide a higher rate of return (net of applicable Fund expenses) than the interest expenses and other costs to a Fund of such leverage, the investment of the proceeds thereof will generate more income than will be needed to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay higher dividends to Common Shareholders than if a Fund were not so leveraged. If, however, shorter-term interest rates rise relative to the rate of return on a Fund’s portfolio, the interest and other costs to the Fund of leverage could exceed the rate of return on the debt obligations and other investments held by the Fund, thereby reducing return to Common Shareholders. In addition, fees and expenses of any form of leverage used by a Fund will be borne entirely by the Common Shareholders (and not by preferred shareholders, if any) and will reduce the investment return of the Common Shares. Therefore, there can be no assurance that a Fund’s use of leverage will result in a higher yield on the Common Shares, and it may result in losses. In addition, any preferred shares issued by a Fund are expected to pay cumulative dividends, which may tend to increase leverage risk.
Leverage creates several major types of risks for Common Shareholders, including:
∎ | | the likelihood of greater volatility of NAV and market price of Common Shares, and of the investment return to Common Shareholders, than a comparable portfolio without leverage; |
∎ | | the possibility either that Common Share dividends will fall if the interest and other costs of leverage rise, or that dividends paid on Common Shares will fluctuate because such costs vary over time; and |
∎ | | the effects of leverage in a declining market or a rising interest rate environment, as leverage is likely to cause a greater decline in the NAV of the Common Shares than if a Fund were not leveraged and may result in a greater decline in the market value of the Common Shares. |
In addition, the counterparties to a Fund’s leveraging transactions and any preferred shareholders of the Fund will have priority of payment over the Fund’s Common Shareholders.
Reverse repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be less than the interest expense and Fund expenses associated with the repurchase agreement, that the market value of the securities sold by a Fund may decline below the price at which the Fund is obligated to repurchase such securities and that the securities may not be returned to a Fund. There is no assurance that reverse repurchase agreements can be successfully employed. Dollar roll transactions involve the risk that the market value of the securities a Fund is required to purchase may decline below the agreed upon repurchase price of those securities.
Successful use of dollar rolls may depend upon the Investment Manager’s ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed. In connection with reverse repurchase agreements and dollar rolls, a Fund will also be subject to counterparty risk with respect to the purchaser of the securities. If the broker/dealer to whom a Fund sells securities becomes insolvent, the Fund’s right to purchase or repurchase securities may be restricted.
The Fund’s use, if any, of total return swaps, reverse repurchases, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, purchases or sales of futures and forward contracts (including foreign currency exchange contracts), call and put options or other derivatives may give rise to associated leverage risks described above, and may adversely affect a Fund’s income, distributions and total returns to Common Shareholders. To the extent that any offsetting positions do not behave in relation to one another as expected, a Fund may perform as if it is leveraged through use of these derivative strategies.
Any preferred shares, tender option bonds, total return swaps, reverse repurchases, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, purchases or sales of futures and forward contracts (including foreign currency exchange contracts), call and put options or other derivatives by a Fund or counterparties to the Fund’s other leveraging transactions, if any, would have seniority over the Fund’s Common Shares.
| | | | | | |
118 | | PIMCO CLOSED-END FUNDS | | | | |
The Fund is required to satisfy certain asset coverage requirements in connection with its use of Preferred Shares, including those imposed by regulatory and rating agency requirements. Accordingly, any decline in the net asset value of the Fund’s investments could result in the risk that the Fund will fail to meet its asset coverage requirements for Preferred Shares or the risk of the Preferred Shares being downgraded by a rating agency. In an extreme case, the Fund’s current investment income might not be sufficient to meet the dividend requirements on Preferred Shares outstanding. In order to address these types of events, the Fund might need to liquidate investments in order to fund a redemption of some or all of the Preferred Shares. Liquidation at times of adverse economic conditions may result in a loss to the Fund. At other times, these liquidations may result in gain at the Fund level and thus in additional taxable distributions to Common Shareholders. Any Preferred Shares, TOBs, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, reverse repurchases, or other derivatives by the Fund or counterparties to the Fund’s other leveraging transactions, if any, would have, seniority over the Fund’s Common Shares.
When the Fund issues Preferred Shares, the Fund pays (and the Common Shareholders bear) all costs and expenses relating to the issuance and ongoing maintenance of Preferred Shares. In addition, holders of Preferred Shares issued by the Fund would have complete priority over Common Shareholders in the distribution of the Fund’s assets. Furthermore, preferred shareholders, voting separately as a single class, have the right to elect two members of the Board at all times and to elect a majority of the trustees in the event two full years’ dividends on the Preferred Shares are unpaid, and also have separate class voting rights on certain matters. Accordingly, preferred shareholders may have interests that differ from those of Common Shareholders, and may at times have disproportionate influence over the Fund’s affairs.
Because the fees received by the Investment Manager may increase depending on the types of leverage utilized by a Fund, the Investment Manager has a financial incentive for the Fund to use certain forms of leverage, which may create a conflict of interest between the Investment Manager, on the one hand, and the Common Shareholders, on the other hand.1
Liquidity Risk
Liquidity risk exists when particular investments are difficult to purchase or sell. Illiquid investments are investments that a Fund reasonably expects cannot be sold or disposed of in current market
1 | The types of leverage on which fees are received by the Investment Manager with respect to the Fund are discussed in Note 8 in the Notes to Financial Statements. |
conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
Illiquid investments may become harder to value, especially in changing markets. A Fund’s investments in illiquid investments may reduce the returns of the Fund because it may be unable to sell the illiquid investments at an advantageous time or price or possibly require the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations, which could prevent the Fund from taking advantage of other investment opportunities.
Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. Bond markets have consistently grown over the past three decades while the capacity for traditional dealer counterparties to engage in fixed income trading has not kept pace and in some cases has decreased. As a result, dealer inventories of corporate bonds, which provide a core indication of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size. Because market makers seek to provide stability to a market through their intermediary services, the significant reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the fixed income markets. Such issues may be exacerbated during periods of economic uncertainty. In such cases, a Fund, due to limitations on investments in illiquid investments and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector. To the extent that the Fund invests in securities of companies with smaller market capitalizations, foreign (non‑U.S.) securities, Rule 144A securities, illiquid sectors of fixed income securities, derivatives or securities with substantial market and/or credit risk, the Fund will tend to have greater exposure to liquidity risk.
Further, fixed income securities with longer durations until maturity face heightened levels of liquidity risk as compared to fixed income securities with shorter durations until maturity. The risks associated with illiquid instruments may be particularly acute in situations in which a Fund’s operations require cash (such as in connection with repurchase offers) and could result in the Fund borrowing to meet its short-term needs or incurring losses on the sale of illiquid instruments. It may also be the case that other market participants may be attempting to liquidate fixed income holdings at the same time as a Fund, causing increased supply in the market and contributing to liquidity risk and downward pricing pressure.
Loans and Other Indebtedness; Loan Participations and Assignments Risk
Loan interests may take the form of (i) direct interests acquired during a primary distribution or (ii) assignments of, novations of or
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 119 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
participations in all or a portion of a loan acquired in secondary markets. In addition to credit risk and interest rate risk, a Fund’s exposure to loan interests may be subject to additional risks. For example, purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of principal and interest. Loans are subject to the risk that scheduled interest or principal payments will not be made in a timely manner or at all, either of which may adversely affect the values of the loan. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund’s share price and yield could be adversely affected. Loans that are fully secured offer a Fund more protection than an unsecured loan in the event of non‑payment of scheduled interest or principal. However, the collateral underlying a loan may be unavailable or insufficient to satisfy a borrower’s obligation, and a Fund could become part owner of any collateral if a loan is foreclosed, subjecting the Fund to costs associated with owning and disposing of the collateral.
Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institution’s interests with respect to a loan may involve additional risks to a Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real or personal property, and would bear the costs and liabilities associated with owning and holding or disposing of the collateral. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender.
In connection with purchasing loan participations, a Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set‑off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the loan participation. As a result, the Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set‑off between the lender and the borrower. Certain loan participations may be structured in a manner designed to prevent purchasers of participations from being subject to the credit risk of the lender, but even under such a structure, in the event of the lender’s insolvency, the lender’s servicing of the participation may be delayed and the assignability of the participation impaired.
A Fund may have difficulty disposing of loans and loan participations because to do so it will have to assign or sell such securities to a third party. Because there is no liquid market for many such securities, the Fund anticipates that such securities could be sold only to a limited number of institutional investors. The lack of a liquid secondary market may have an adverse impact on the value of such securities and a Fund’s ability to dispose of particular loans and loan participations when that would be desirable, including in response to a specific economic event such as a deterioration in the creditworthiness of the borrower. The lack of a liquid secondary market for loans and loan participations also may make it more difficult for a Fund to assign a value to these securities for purposes of valuing the Fund’s portfolio.
Investments in loans may include participations in bridge loans, which are loans taken out by borrowers for a short period (typically less than one year) pending arrangement of more permanent financing through, for example, the issuance of bonds, frequently high yield bonds issued for the purpose of acquisitions.
To the extent a Fund invests in loans, including bank loans, or originates loans, the Fund may be subject to greater levels of credit risk, call risk, settlement risk and liquidity risk. These instruments are considered predominantly speculative with respect to an issuer’s continuing ability to make principal and interest payments and may be more volatile than other types of securities. The Fund may also be subject to greater levels of liquidity risk than funds that do not invest in loans. In addition, the loans in which a Fund invests may not be listed on any exchange and a secondary market for such loans may be comparatively illiquid relative to markets for other more liquid fixed income securities. Consequently, transactions in loans may involve greater costs than transactions in more actively traded securities. In connection with certain loan transactions, transaction costs that are borne by a Fund may include the expenses of third parties that are retained to assist with reviewing and conducting diligence, negotiating, structuring and servicing a loan transaction, and/or providing other services in connection therewith. Furthermore, the Fund may incur such costs in connection with loan transactions that are pursued by the Fund but not ultimately consummated (so‑called “broken deal costs”).
Restrictions on transfers in loan agreements, a lack of publicly-available information, irregular trading activity and wide bid/ask spreads, among other factors, may, in certain circumstances, make loans more difficult to sell at an advantageous time or price than other types of securities or instruments. These factors may result in a Fund being unable to realize full value for the loans and/or may result in the Fund not receiving the proceeds from a sale of a loan for an extended period after such sale, each of which could result in losses to the Fund. Some loans may have extended trade settlement periods, including
| | | | | | |
120 | | PIMCO CLOSED-END FUNDS | | | | |
settlement periods of greater than seven days, which may result in cash not being immediately available to the Fund. If an issuer of a loan prepays or redeems the loan prior to maturity, a Fund may have to reinvest the proceeds in other loans or similar instruments that may pay lower interest rates. Because of the risks involved in investing in loans, an investment in a Fund should be considered speculative.
A Fund’s investments in subordinated and unsecured loans generally are subject to similar risks as those associated with investments in secured loans. Subordinated or unsecured loans are lower in priority of payment to secured loans and are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Subordinated and unsecured loans generally have greater price volatility than secured loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in subordinated or unsecured loans, which would create greater credit risk exposure for the holders of such loans. Subordinate and unsecured loans share the same risks as other below investment grade securities.
There may be less readily available information about most loans and the underlying borrowers than is the case for many other types of securities. Loans may be issued by borrowers borrowers that are not subject to SEC reporting requirements and therefore may not be required to file reports with the SEC or may file reports that are not required to comply with SEC form requirements. In addition, such borrowers may be subject to a less stringent liability disclosure regime than companies subject to SEC reporting requirements. Loans may not be considered “securities,” and purchasers, such as the Funds, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws. Because there is limited public information available regarding loan investments, a Fund is particularly dependent on the analytical abilities of the Fund’s portfolio managers.
Economic exposure to loan interests through the use of derivative transactions may involve greater risks than if a Fund had invested in the loan interest directly during a primary distribution, through direct originations or through assignments of, novations of or participations in a loan acquired in secondary markets since, in addition to the risks described above, certain derivative transactions may be subject to leverage risk and greater illiquidity risk, counterparty risk, valuation risk and other risks.
Management Risk
The Funds are subject to management risk because they are actively managed investment portfolios. PIMCO and each individual portfolio
manager will apply investment techniques and risk analysis in making investment decisions for a Fund, but there can be no guarantee that these decisions will produce the desired results. Certain securities or other instruments in which a Fund seeks to invest may not be available in the quantities desired. In addition, regulatory restrictions, actual or potential conflicts of interest or other considerations may cause PIMCO to restrict or prohibit participation in certain investments. In such circumstances, PIMCO or the individual portfolio managers may determine to purchase other securities or instruments as substitutes. Such substitute securities or instruments may not perform as intended, which could result in losses to the Funds. To the extent a Fund employs strategies targeting perceived pricing inefficiencies, arbitrage strategies or similar strategies, it is subject to the risk that the pricing or valuation of the securities and instruments involved in such strategies may change unexpectedly, which may result in reduced returns or losses to the Fund. Each Fund is also subject to the risk that deficiencies in the internal systems or controls of PIMCO or another service provider will cause losses for the Fund or hinder Fund operations. For example, trading delays or errors (both human and systemic) could prevent a Fund from purchasing a security expected to appreciate in value. Additionally, actual or potential conflicts of interest, legislative, regulatory, or tax restrictions, policies or developments may affect the investment techniques available to PIMCO and each individual portfolio manager in connection with managing a Fund and may also adversely affect the ability of the Fund to achieve its investment objective. There also can be no assurance that all of the personnel of PIMCO will continue to be associated with PIMCO for any length of time. The loss of the services of one or more key employees of PIMCO could have an adverse impact on a Fund’s ability to realize its investment objectives.
In addition, each Fund may rely on various third-party sources to calculate its NAV. As a result, each Fund is subject to certain operational risks associated with reliance on service providers and service providers’ data sources. In particular, errors or systems failures and other technological issues may adversely impact a Fund’s calculations of its NAV, and such NAV calculation issues may result in inaccurately calculated NAVs, delays in NAV calculation and/or the inability to calculate NAVs over extended periods. A Fund may be unable to recover any losses associated with such failures.
Market Risk
The market price of securities owned by the Funds may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 121 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, adverse changes to credit markets or adverse investor sentiment generally. The value of a security may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Equity securities generally have greater price volatility than fixed income securities. Credit ratings downgrades may also negatively affect securities held by the Fund. Even when markets perform well, there is no assurance that the investments held by the Fund will increase in value along with the broader market.
In addition, market risk includes the risk that geopolitical and other events will disrupt the economy on a national or global level. For instance, war, terrorism, market manipulation, government defaults, government shutdowns, political changes, diplomatic developments or the imposition of sanctions and other similar measures, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental disasters can all negatively impact the securities markets, which could cause the Fund to lose value. These events could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and significantly adversely impact the economy. The current contentious domestic political environment, as well as political and diplomatic events within the United States and abroad, such as presidential elections in the U.S. or abroad or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan, has in the past resulted, and may in the future result, in a government shutdown or otherwise adversely affect the U.S. regulatory landscape, the general market environment and/or investor sentiment, which could have an adverse impact on the Fund’s investments and operations. Additional and/or prolonged U.S. federal government shutdowns may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Governmental and quasi-governmental authorities and regulators throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or sudden reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments. Any market disruptions could also prevent the Fund from executing advantageous investment decisions in a timely manner. Funds that have focused their investments in a region enduring geopolitical market disruption will face higher risks of loss. Thus, investors should closely monitor current
market conditions to determine whether the Fund meets their individual financial needs and tolerance for risk.
Recently, there have been inflationary price movements. As such, fixed income securities markets may experience heightened levels of interest rate, volatility and liquidity risk. As discussed more under “Interest Rate Risk,” the Federal Reserve has begun to raise interest rates from historically low levels and has signaled an intention to continue to do so. Any additional interest rate increases in the future could cause the value of any Fund, such as the Fund, that invests in fixed income securities to decrease.
Exchanges and securities markets may close early, close late or issue trading halts on specific securities, which may result in, among other things, a Fund being unable to buy or sell certain securities or financial instruments at an advantageous time or accurately price its portfolio investments.
Market Discount Risk
The price of a Fund’s Common Shares will fluctuate with market conditions and other factors. If you sell your Common Shares, the price received may be more or less than your original investment. The Common Shares are designed for long-term investors and should not be treated as trading vehicles. Shares of closed‑end management investment companies frequently trade at a discount from their NAV.
Market Disruptions Risk
Each Fund is subject to investment and operational risks associated with financial, economic and other global market developments and disruptions, including those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental disasters, which can all negatively impact the securities markets, interest rates, secondary trading, ratings, credit risk, inflation, deflation, other factors relating to a Fund’s investments or the Investment Manager’s operations and the value of an investment in a Fund, its distributions and its returns. These events can also impair the technology and other operational systems upon which a Fund’s service providers, including PIMCO as each Fund’s investment adviser, rely, and could otherwise disrupt a Fund’s service providers’ ability to fulfill their obligations to a Fund.
Mortgage-Related and Other Asset-Backed Instruments Risk
The mortgage-related assets in which the Fund may invest include, but are not limited to, any security, instrument or other asset that is related to U.S. or non‑U.S. mortgages, including those issued by private originators or issuers, or issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities or by non‑U.S. governments or authorities, such as, without limitation,
| | | | | | |
122 | | PIMCO CLOSED-END FUNDS | | | | |
assets representing interests in, collateralized or backed by, or whose values are determined in whole or in part by reference to any number of mortgages or pools of mortgages or the payment experience of such mortgages or pools of mortgages, including REMICs, which could include Re‑REMICs, mortgage pass-through securities, inverse floaters, CMOs, CLOs, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities (generally interest-only and principal-only securities), mortgage-related asset backed securities and mortgage-related loans (including through participations, assignments, originations and whole loans), including commercial and residential mortgage loans. Exposures to mortgage-related assets through derivatives or other financial instruments will be considered investments in mortgage-related assets.
The Fund may also invest in other types of ABS, including CDOs, CBOs and CLOs and other similarly structured securities.
Mortgage-related and other asset-backed instruments represent interests in “pools” of mortgages or other assets such as consumer loans or receivables held in trust and often involve risks that are different from or possibly more acute than risks associated with other types of debt instruments.
Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related assets, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Fund may exhibit additional volatility since individual mortgage holders are less likely to exercise prepayment options, thereby putting additional downward pressure on the value of these securities and potentially causing the Fund to lose money. This is known as extension risk.
Mortgage-backed securities can be highly sensitive to rising interest rates, such that even small movements can cause a Fund to lose value. Mortgage-backed securities, and in particular those not backed by a government guarantee, are subject to credit risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a Fund because the Fund may have to reinvest that money at the lower prevailing interest rates. A Fund’s investments in other asset-backed instruments are subject to risks similar to those associated with mortgage-related assets, as well as additional risks associated with the nature of the assets and the servicing of those assets. Payment of principal and interest on asset- backed instruments may be largely dependent upon the cash flows generated by the assets backing the instruments, and asset-backed instruments may not have the benefit of any security interest in the related assets.
Subordinate mortgage-backed or asset-backed instruments are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes a large
percentage of delinquent loans, there is a risk that interest payments on subordinate mortgage-backed or asset-backed instruments will not be fully paid.
There are multiple tranches of mortgage-backed and asset-backed instruments, offering investors various maturity and credit risk characteristics. Tranches are categorized as senior, mezzanine, and subordinated/equity or “first loss,” according to their degree of risk. The most senior tranche of a mortgage-backed or asset-backed instrument has the greatest collateralization and pays the lowest interest rate. If there are defaults or the collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Lower tranches represent lower degrees of credit quality and pay higher interest rates intended to compensate for the attendant risks. The return on the lower tranches is especially sensitive to the rate of defaults in the collateral pool. The lowest tranche (i.e., the “equity” or “residual” tranche) specifically receives the residual interest payments (i.e., money that is left over after the higher tranches have been paid and expenses of the issuing entities have been paid) rather than a fixed interest rate. A Fund expects that investments in the lowest tranche of or subordinate mortgage-backed and other asset-backed instruments will be subject to the greatest risks of losing part or all of their values, which could arise from delinquencies and foreclosures, thereby exposing its investment portfolio to potential losses. Subordinate securities of mortgage- backed and other asset-backed instruments are also subject to greater credit risk than those mortgage-backed or other asset-backed instruments that are more highly rated.
The mortgage markets in the United States and in various foreign countries have experienced extreme difficulties in the past that adversely affected the performance and market value of certain of a Fund’s mortgage-related investments. Delinquencies and losses on residential and commercial mortgage loans (especially subprime and second-lien mortgage loans) may increase, and a decline in or flattening of housing and other real property values may exacerbate such delinquencies and losses. In addition, reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities. It is possible that such limited liquidity in such secondary markets could continue or worsen.
With respect to risk retention tranches (i.e., eligible residual interests initially held by the sponsors of CMBS and other eligible securitizations pursuant to the U.S. Risk Retention Rules), a third-party purchaser,
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 123 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
such as the Fund, must hold its retained interest, unhedged, for at least five year following the closing of the CMBS transaction, after which it is entitled to transfer its interest in the securitization to another person that meets the requirements for a third-party purchaser. Even after the required holding period has expired, due to the generally illiquid nature of such investments, no assurance can be given as to what, if any, exit strategies will ultimately be available for any given position.
In addition, there is limited guidance on the application of the Final U.S. Risk Retention Rules to specific securitization structures. There can be no assurance that the applicable federal agencies charged with the implementation of the Final U.S. Risk Retention Rules (the FDIC, the Comptroller of the Currency, the Federal Reserve Board, the SEC, the Department of Housing and Urban Development, and the Federal Housing Finance Agency) could not take positions in the future that differ from the interpretation of such rules taken or embodied in such securitizations, or that the Final U.S. Risk Retention Rules will not change.
Furthermore, in situations where a Fund invests in risk retention tranches of securitizations structured by third parties, a Fund may be required to execute one or more letters or other agreements, the exact form and nature of which will vary (each, a “Risk Retention Agreement”) under which it will make certain undertakings designed to ensure such securitization complies with the Final U.S. Risk Retention Rules. Such Risk Retention Agreements may include a variety of representations, warranties, covenants and other indemnities, each of which may run to various transaction parties. If a Fund breaches any undertakings in any Risk Retention Agreement, it will be exposed to claims by the other parties thereto, including for any losses incurred as a result of such breach.
Mortgage-Related Derivative Instruments Risk
The Fund may engage in derivative transactions related to mortgage- backed securities, including purchasing and selling exchange-listed and OTC put and call options, futures and forwards on mortgages and mortgage-backed securities. The Fund may also invest in mortgage- backed securities credit default swaps, which include swaps the reference obligation for which is a mortgage-backed security or related index, such as the CMBX Index (a tradeable index referencing a basket of commercial mortgage-backed securities), the TRX Index (a tradeable index referencing total return swaps based on commercial mortgage-backed securities) or the ABX (a tradeable index referencing a basket of sub‑prime mortgage- backed securities). The Fund may invest in newly developed mortgage related derivatives that may hereafter become available.
Derivative mortgage-backed securities (such as principal-only (“POs”), interest-only (“IOs”) or inverse floating rate securities) are particularly
exposed to call and extension risks. Small changes in mortgage prepayments can significantly impact the cash flows and the market value of these derivative instruments. In general, the risk of faster than anticipated prepayments adversely affects IOs, super floaters and premium priced mortgage-backed securities. The risk of slower than anticipated prepayments generally affects POs, floating-rate securities subject to interest rate caps, support tranches and discount priced mortgage-backed securities. In addition, particular derivative instruments may be leveraged such that their exposure (i.e., price sensitivity) to interest rate and/or prepayment risk is magnified.
Mortgage-related derivative instruments involve risks associated with mortgage-related and other asset-backed instruments, privately-issued mortgage-related securities, the mortgage market, the real estate industry, derivatives and credit default swaps.
Municipal Bond Risk
Investing in the municipal bond market involves the risks of investing in debt securities generally and certain other risks. The amount of public information available about the municipal bonds in which a Fund may invest is generally less than that for corporate equities or bonds, and the investment performance of the Fund’s investment in municipal bonds may therefore be more dependent on the analytical abilities of PIMCO than its investments in taxable bonds. The secondary market for municipal bonds also tends to be less well developed or liquid than many other securities markets, which may adversely affect a Fund’s ability to sell municipal bonds at attractive prices.
The ability of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns, by litigation, legislation or political events, or by the bankruptcy of the issuer. Laws, referenda, ordinances or regulations enacted in the future by Congress or state legislatures or the applicable governmental entity could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations, or on the ability of municipal issuers to levy taxes. Issuers of municipal securities also might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, a Fund could experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, a Fund may take possession of and manage the assets securing the issuer’s obligations on such securities, which may increase the Fund’s operating expenses.
Adverse economic, business, legal or political developments might affect all or a substantial portion of a Fund’s municipal bonds in the same manner. A Fund will be particularly subject to these risks to the extent that it focuses its investments in municipal bonds in a particular state or geographic region.
| | | | | | |
124 | | PIMCO CLOSED-END FUNDS | | | | |
A Fund may invest in trust certificates issued in tender option bond programs. In these programs, a trust typically issues two classes of certificates and uses the proceeds to purchase municipal securities having relatively long maturities and bearing interest at a fixed interest rate substantially higher than prevailing short-term tax‑exempt rates. There is a risk that a Fund will not be considered the owner of a tender option bond for federal income tax purposes, and thus will not be entitled to treat such interest as exempt from federal income tax. Certain tender option bonds may be less liquid or may become less liquid as a result of, among other things, a credit rating downgrade, a payment default or a disqualification from tax‑exempt status. A Fund’s investment in the securities issued by a tender option bond trust may involve greater risk and volatility than an investment in a fixed rate bond, and the value of such securities may decrease significantly when market interest rates increase. Tender option bond trusts could be terminated due to market, credit or other events beyond the Fund’s control, which could require the Fund to dispose of portfolio investments at inopportune times and prices. A Fund may use a tender option bond program as a way of achieving leverage in its portfolio, in which case the Fund will be subject to leverage risk.
A Fund may invest in revenue bonds, which are typically issued to fund a wide variety of capital projects including electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals. Because the principal security for a revenue bond is generally the net revenues derived from a particular facility or group of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, there is no guarantee that the particular project will generate enough revenue to pay its obligations, in which case a Fund’s performance may be adversely affected.
A Fund may invest in taxable municipal bonds, such as Build America Bonds. Build America Bonds are tax credit bonds created by the American Recovery and Reinvestment Act of 2009, which authorized state and local governments to issue Build America Bonds as taxable bonds in 2009 and 2010, without volume limitations, to finance any capital expenditures for which such issuers could otherwise issue traditional tax‑exempt bonds. A Fund’s investments in Build America Bonds or similar taxable municipal bonds will result in taxable income and the Fund may elect to pass through to holders of the Fund’s common shares (“Common Shares”) the corresponding tax credits. The tax credits can generally be used to offset federal income taxes and the alternative minimum tax, but such credits are generally not refundable. Taxable municipal bonds involve similar risks as tax‑exempt municipal bonds, including credit and market risk.
A Fund may invest in pre‑refunded Municipal Bonds. Pre‑refunded Municipal Bonds are tax‑exempt bonds that have been refunded to a
call date prior to the final maturity of principal, or, in the case of pre‑refunded Municipal Bonds commonly referred to as “escrowed‑to‑maturity bonds,” to the final maturity of principal, and remain outstanding in the municipal market. The payment of principal and interest of the pre‑refunded Municipal Bonds held by a Fund is funded from securities in a designated escrow account that holds U.S. Treasury securities or other obligations of the U.S. Government (including its agencies and instrumentalities (“Agency Securities”)). As the payment of principal and interest is generated from securities held in an escrow account established by the municipality and an independent escrow agent, the pledge of the municipality has been fulfilled and the original pledge of revenue by the municipality is no longer in place. Pre‑refunded and/or escrowed to maturity Municipal Bonds may bear an investment grade rating (for example, if re‑rated by a rating service or, if not re‑rated, determined by PIMCO to be of comparable quality) because they are backed by U.S. Treasury securities, Agency Securities or other investment grade securities. For the avoidance of any doubt, PIMCO’s determination of an issue’s credit rating will generally be used for compliance with the Fund’s investment parameters when an issue either loses its rating or is not re‑rated upon pre‑refunding. Because the payment of principal and interest is generated from securities held in an escrow account established by the municipality and an independent escrow agent, the pledge of the municipality has been fulfilled and the original pledge of revenue by the municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of the pre‑refunded municipal bond do not guarantee the price movement of the bond before maturity. Issuers of municipal bonds refund in advance of maturity the outstanding higher cost debt and issue new, lower cost debt, placing the proceeds of the lower cost issuance into an escrow account to pre‑refund the older, higher cost debt. Investment in pre‑refunded municipal bonds held by the Fund may subject the Fund to interest rate risk and market risk. In addition, while a secondary market exists for pre‑refunded municipal bonds, if the Fund sells pre‑refunded municipal bonds prior to maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale.
A Fund may invest in participations in lease obligations or installment purchase contract obligations of municipal authorities or entities. Although a municipal lease obligation does not constitute a general obligation of the municipality for which the municipality’s taxing power is pledged, a municipal lease obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate and make the payments due under the municipal lease obligation. However, certain municipal lease obligations contain “non‑appropriation” clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 125 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
appropriated for such purpose on a yearly basis. In the case of a “non‑appropriation” lease, a Fund’s ability to recover under the lease in the event of non‑appropriation or default will be limited solely to the repossession of the leased property, without recourse to the general credit of the lessee, and the disposition or re‑leasing of the property might prove difficult.
Municipal securities are also subject to interest rate, credit, and liquidity risk, which are discussed generally elsewhere in this section, and elaborated upon below with respect to municipal bonds.
Interest Rate Risk. The value of municipal securities, similar to other fixed income securities, will likely drop as interest rates rise in the general market. Conversely, when rates decline, bond prices generally rise.
Credit Risk. The risk that a borrower may be unable to make interest or principal payments when they are due. A fund that invests in municipal securities relies on the ability of the issuer to service its debt.
This subjects a Fund to credit risk in that the municipal issuer may be fiscally unstable or exposed to large liabilities that could impair its ability to honor its obligations. Municipal issuers with significant debt service requirements, in the near‑to mid‑term; unrated issuers and those with less capital and liquidity to absorb additional expenses may be most at risk. To the extent a Fund invests in lower quality or high yield municipal securities, it may be more sensitive to the adverse credit events in the municipal market. The treatment of municipalities in bankruptcy is more uncertain, and potentially more adverse to debt holders, than for corporate issues.
Liquidity Risk. The risk that investors may have difficulty finding a buyer when they seek to sell, and therefore, may be forced to sell at a discount to the market value. Liquidity may sometimes be impaired in the municipal market and because a Fund primarily invests in municipal securities, it may find it difficult to purchase or sell such securities at opportune times. Liquidity can be impaired due to interest rate concerns, credit events, or general supply and demand imbalances.
Depending on the particular issuer and current economic conditions, municipal securities could be deemed more volatile investments.
In addition to general municipal market risks, different municipal sectors may face different risks. For instance, general obligation bonds are secured by the full faith, credit, and taxing power of the municipality issuing the obligation. As such, timely payment depends on the municipality’s ability to raise tax revenue and maintain a fiscally sound budget. The timely payments may also be influenced by any unfunded pension liabilities or other post-employee benefit plan
(OPEB) liabilities. Revenue bonds are secured by special tax revenues or other revenue sources. If the specified revenues do not materialize, then the bonds may not be repaid.
Private activity bonds are yet another type of municipal security. Municipalities use private activity bonds to finance the development of industrial facilities for use by private enterprise. Principal and interest payments are to be made by the private enterprise benefitting from the development, which means that the holder of the bond is exposed to the risk that the private issuer may default on the bond.
Moral obligation bonds are usually issued by special purpose public entities. If the public entity defaults, repayment becomes a “moral obligation” instead of a legal one. The lack of a legally enforceable right to payment in the event of default poses a special risk for a holder of the bond because it has little or no ability to seek recourse in the event of default.
In addition, a significant restructuring of federal income tax rates, such as the changes to federal income tax rates that occurred in 2017, or even serious discussion on the topic in Congress could cause municipal bond prices to fall. The demand for municipal securities is strongly influenced by the value of tax‑exempt income to investors relative to taxable income. Lower income tax rates potentially could reduce the advantage of owning municipal securities.
Similarly, changes to state or federal regulation tied to a specific sector, such as the hospital sector, could have an impact on the revenue stream for a given subset of the market.
Municipal notes are similar to general municipal debt obligations, but they generally possess shorter terms. Municipal notes can be used to provide interim financing and may not be repaid if anticipated revenues are not realized.
Municipal Project-Specific Risk
A Fund may be more sensitive to adverse economic, business or political developments if it invests a substantial portion of its assets in the bonds of specific projects (such as those relating to education, health care, housing, including affordable housing, transportation, and utilities), industrial development bonds, or in general obligation bonds, particularly if there is a large concentration from issuers in a single state. This is because the value of municipal securities can be significantly affected by the political, economic, legal, and legislative realities of the particular issuer’s locality or municipal sector events. Similarly, changes to state or federal regulation tied to a specific sector, such as the hospital sector, could have an impact on the revenue stream for a given subset of the market.
| | | | | | |
126 | | PIMCO CLOSED-END FUNDS | | | | |
Municipal Project Housing
A Fund may invest in the bonds of projects focused on low‑income, affordable or other housing developments and businesses located in low income areas or invest in or originate loans that finance or are generally related to such projects. There are significant risks associated with a Fund’s investment in the bonds of these types of projects and loans related to such projects. There may be federal, state and local governmental regulatory restrictions on the operation, rental and transfer of these projects, such as the requirement that the owners of these affordable housing developments rent or sell certain residential units to persons or families of low or moderate income and that the amount of rent that may be charged for these units may be less than market rates. These restrictions may adversely affect economic performance relative to properties that are not subject to these restrictions. There are also no assurances that a project owner will be able to achieve and maintain sufficient rental income in order to pay all operating expenses and maintenance and repair costs of such a project and the debt service on the related bonds or loan on a timely basis. In the event that a project owner is unable to pay all such costs, expenses and debt service, a default on the related bonds or loan is likely to occur.
New York State-Specific Risk
A Fund may be affected significantly by economic, regulatory or political developments affecting the ability of New York issuers to pay interest or repay principal. Certain issuers of New York municipal bonds have experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest on their obligations. Provisions of the New York Constitution and State statutes which limit the taxing and spending authority of New York governmental entities may impair the ability of New York issuers to pay principal and/or interest on their obligations. While New York’s economy is broad, it does have major concentrations in certain industries, such as financial services, and may be sensitive to economic problems affecting those industries. Future New York political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of New York issuers.
Non‑Diversification Risk
Each of PNF and PYN is a “non‑diversified” fund, which means that the Fund may invest a significant portion of its assets in the securities of a single issuer (such as bonds issued by a particular state) than funds that are “diversified”. A Fund that invests in in a small number of issuers increases risk. By investing in a relatively smaller number of issuers, the Fund is more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund might be. Similarly, the Fund may be subject to increased economic, business or political risk to the extent that it invests a substantial
portion of its assets in a particular currency, in a group of related industries, in a particular issuer, in the bonds of similar projects or in a narrowly defined geographic area outside the U.S.
Operational Risk
An investment in a Fund, like any fund, can involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. The occurrence of any of these failures, errors or breaches could result in a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on a Fund. While each Fund seeks to minimize such events through controls and oversight, there may still be failures that could cause losses to the Fund.
Other Investment Companies Risk
When investing in an investment company, a Fund will generally bear its ratable share of that investment company’s expenses and would remain subject to payment of the Fund’s management fees and other expenses with respect to assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent a Fund invests in other investment companies. In addition, the securities of other investment companies may also be leveraged and will therefore be subject to same leverage risks.
Portfolio Turnover Risk
The Investment Manager manages the Funds without regard generally to restrictions on portfolio turnover. The use of futures contracts and other derivative instruments with relatively short maturities may tend to exaggerate the portfolio turnover rate for the Funds. Trading in fixed income securities does not generally involve the payment of brokerage commissions but does involve indirect transaction costs. The use of futures contracts and other derivative instruments may involve the payment of commissions to futures commission merchants or other intermediaries. Higher portfolio turnover involves correspondingly greater expenses to each Fund, including brokerage commissions or dealer mark‑ups and other transaction costs on the sale of securities and reinvestments in other securities. The higher the rate of portfolio turnover of a Fund, the higher these transaction costs borne by the Fund generally will be. Such sales may result in realization of taxable capital gains (including short-term capital gains, which are generally taxed to shareholders at ordinary income tax rates when distributed net of short-term capital losses and net long-term capital losses) and may adversely impact a Fund’s after‑tax returns.
Potential Conflicts of Interest Risk — Allocation of Investment Opportunities
The Investment Manager and its affiliates are involved worldwide with a broad spectrum of financial services and asset management activities
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 127 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of a Fund. The Investment Manager may provide investment management services to other funds and discretionary managed accounts that follow an investment program similar to that of a Fund. Subject to the requirements of the 1940 Act, the Investment Manager intends to engage in such activities and may receive compensation from third parties for its services. The results of a Fund’s investment activities may differ from those of the Fund’s affiliates, or another account managed by the Investment Manager or its affiliates, and it is possible that the Fund could sustain losses during periods in which one or more of the Fund’s affiliates and/or other accounts managed by the Investment Manager or its affiliates, including proprietary accounts, achieve profits on their trading.
Additional Risks Associated with the Funds’ Preferred Shares
Although the Funds’ ARPS ordinarily would pay dividends at rates set at periodic auctions, the weekly auctions for the ARPS (and auctions for similar preferred shares issued by closed‑end funds in the U.S.) have failed since 2008. The dividend rates on the ARPS since that time have been paid, and the Funds expect that they will continue to be paid for the foreseeable future, at the “maximum applicable rate.”
The maximum applicable rate for the ARPS and the RVMTP Share Dividend Rate is based in part on a multiple of or a spread plus a reference rate). An increase in market interest rates generally, therefore, could increase substantially the dividend rate required to be paid by the Funds to the holders of Preferred Shares, which would increase the costs associated with the Funds’ leverage and reduce the Funds’ net income available for distribution to holders of Common Shares. In addition, the multiple or spread used to calculate the maximum applicable rate for the ARPS and the RVMTP Share Dividend Rate is based in part on the credit rating assigned to the ARPS or RVMTP Shares by the applicable rating agency(ies), with the multiple or spread generally increasing as the rating declines. Accordingly, future ratings downgrades may result in increases to the maximum applicable rate for the ARPS or to the RVMTP Share Dividend Rate.
Therefore, it is possible that a substantial rise in market interest rates and/or further ratings downgrades of the Preferred Shares could, by reducing income available for distribution to the holders of Common Shares and otherwise detracting from the Funds’ investment performance, make the Funds’ continued use of Preferred Shares for leverage purposes less attractive than such use is currently considered to be. In such case, a Fund may elect to redeem some or all of the Preferred Shares outstanding, which may require it to dispose of investments at inopportune times and to incur losses on such dispositions. Such dispositions may adversely affect the Fund’s
investment performance generally, and the resultant loss of leverage may materially and adversely affect the Fund’s investment returns.
The Funds are also subject to certain asset coverage tests associated with the rating agencies that rate the Preferred Shares. Failure by a Fund to maintain the asset coverages (or to cure such failure in a timely manner) may require the Fund to redeem Preferred Shares and could preclude the Funds from declaring or paying any dividends or distributions to holders of Common Shares. Failure to satisfy ratings agency asset coverage tests or other guidelines could also result in the applicable ratings agency downgrading its then-current ratings on the Preferred Shares, as described above. Moreover, the rating agency guidelines impose restrictions or limitations on the Funds’ use of certain financial instruments or investment techniques that the Funds might otherwise utilize in order to achieve its investment objective, which may adversely affect the Funds’ investment performance. Rating agency guidelines may be modified by the rating agencies in the future and such modifications may make such guidelines substantially more restrictive or otherwise result in downgrades, which could further negatively affect the Fund’s investment performance.
Privacy and Data Security Risk
The Gramm-Leach-Bliley Act (“GLBA”) and other laws limit the disclosure of certain non‑public personal information about a consumer to non‑ affiliated third parties and require financial institutions to disclose certain privacy policies and practices with respect to information sharing with both affiliates and non‑ affiliated third parties. Many states and a number of non‑U.S. jurisdictions have enacted privacy and data security laws requiring safeguards on the privacy and security of consumers’ personally identifiable information. Other laws deal with obligations to safeguard and dispose of private information in a manner designed to avoid its dissemination. Privacy rules adopted by the U.S. Federal Trade Commission and SEC implement GLBA and other requirements and govern the disclosure of consumer financial information by certain financial institutions, ranging from banks to private investment funds. U.S. platforms following certain models generally are required to have privacy policies that conform to these GLBA and other requirements. In addition, such platforms typically have policies and procedures intended to maintain platform participants’ personal information securely and dispose of it properly.
Each Fund generally does not intend to obtain or hold borrowers’ non‑public personal information, and the Fund has implement procedures designed to prevent the disclosure of borrowers’ non‑public personal information to a Fund. However, service providers to the Fund, including their custodians and the platforms acting as loan servicers for a Fund, may obtain, hold or process such information. A Fund cannot guarantee the security of non‑public personal information in the possession of such a service provider and
| | | | | | |
128 | | PIMCO CLOSED-END FUNDS | | | | |
cannot guarantee that service providers have been and will continue to comply with the GLBA, other data security and privacy laws and any other related regulatory requirements. Violations of GLBA and other laws could subject a Fund to litigation and/or fines, penalties or other regulatory action, which, individually or in the aggregate, could have an adverse effect on the Fund. A Fund may also face regulations related to privacy and data security in the other jurisdictions in which a Fund invests.
Private Placements and Restricted Securities Risk
A private placement involves the sale of securities that have not been registered under the Securities Act or relevant provisions of applicable non‑U.S. law to certain institutional and qualified individual purchasers, such as the Funds. In addition to the general risks to which all securities are subject, securities received in a private placement generally are subject to strict restrictions on resale, and there may be no liquid secondary market or ready purchaser for such securities. Therefore, the Funds may be unable to dispose of such securities when it desires to do so, or at the most favorable time or price. Private placements may also raise valuation risks. Restricted securities are often purchased at a discount from the market price of unrestricted securities of the same issuer reflecting the fact that such securities may not be readily marketable without some time delay. Such securities are often more difficult to value and the sale of such securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities trading on national securities exchanges or in the over‑the‑counter markets. Until the Fund can sell such securities into the public markets, its holdings may be less liquid and any sales will need to be made pursuant to an exemption under the Securities Act.
Puerto Rico-Specific Risk
A Fund that concentrates its investments in Municipal Bonds issued by Puerto Rico or its instrumentalities may be affected significantly by economic, regulatory, debt restructuring or political developments affecting the ability or obligation of Puerto Rico issuers to pay interest or repay principal. Certain issuers of Puerto Rico municipal bonds have experienced serious financial difficulties and the continuation or reoccurrence of these difficulties may impair the ability of certain Puerto Rico issuers to pay principal or interest on their obligations. Provisions of the Puerto Rico Constitution and Commonwealth laws, including a federally-appointed oversight board to oversee the Commonwealth’s financial operations, which limit the taxing and spending authority of Puerto Rico governmental entities may impair the ability of Puerto Rico issuers to pay principal and/or interest on their obligations. While Puerto Rico’s economy is broad, it does have major concentrations in certain industries, such as manufacturing and service, and may be sensitive to economic problems affecting those industries. Future Puerto Rico political and economic developments,
constitutional amendments, legislative measures, executive orders, administrative regulations, litigation, debt restructuring, and voter initiatives could have an adverse effect on the debt obligations of Puerto Rico issuers.
Regulatory Changes Risk
Financial entities, such as investment companies and investment advisers, are generally subject to extensive government regulation and intervention. Government regulation and/or intervention may change the way a Fund is regulated, affect the expenses incurred directly by the Fund and the value of its investments, and limit and /or preclude the Fund’s ability to achieve its investment objective. Government regulation may change frequently and may have significant adverse consequences. The Funds and the Investment Manager have historically been eligible for exemptions from certain regulations.
However, there is no assurance that the Funds and the Investment Manager will continue to be eligible for such exemptions. Actions by governmental entities may also impact certain instruments in which a Fund invests.
Moreover, government regulation may have unpredictable and unintended effects. Legislative or regulatory actions to address perceived liquidity or other issues in fixed income markets generally, or in particular markets such as the municipal securities market, may alter or impair a Fund’s ability to pursue its investment objectives or utilize certain investment strategies and techniques.
Current rules related to credit risk retention requirements for asset-backed securities may increase the cost to originators, securitizers and, in certain cases, asset managers of securitization vehicles in which a Fund may invest. The impact of the risk retention rules on the securitization markets is uncertain. These requirements may increase the costs to originators, securitizers, and, in certain cases, collateral managers of securitization vehicles in which a Fund may invest, which costs could be passed along to such Fund as an investor in such vehicles. In addition, the costs imposed by the risk retention rules on originators, securitizers and/or collateral managers may result in a reduction of the number of new offerings of asset-backed securities and thus in fewer investment opportunities for a Fund. A reduction in the number of new securitizations could also reduce liquidity in the markets for certain types of financial assets, which in turn could negatively affect the returns on the Fund’s investment.
Regulatory Risk — Commodity Pool Operator
The Commodities Futures Trading Commission (“CFTC”) has adopted regulations that subject registered investment companies and their investment advisers to regulation by the CFTC if the registered investment company invests more than a prescribed level of its liquidation value in futures, options on futures or commodities, swaps,
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 129 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
or other financial instruments regulated under the Commodity Exchange Act, as amended, and the rules thereunder (“commodity interests”), or if a Fund markets itself as providing investment exposure to such instruments. The Investment Manager is registered with the CFTC as a Commodity Pool Operator (“CPO”). However, with respect to each Fund, the Investment Manager has claimed an exclusion from registration as a CPO pursuant to CFTC Rule 4.5. For the Investment Manager to remain eligible for this exclusion, each Fund must comply with certain limitations, including limits on its ability to use any commodity interests and limits on the manner in which the Fund holds out its use of such commodity interests. These limitations may restrict a Fund’s ability to pursue its investment objective and strategies increase the costs of implementing its strategies, result in higher expenses for a Fund, and/or adversely affect a Fund’s total return. To the extent a Fund becomes ineligible for this exclusion from CFTC regulation, the Fund may consider steps in order to continue to qualify for exemption from CFTC regulation, or may determine to operate subject to CFTC regulation.
Regulatory Risk — London Interbank Offered Rate (“LIBOR”)
The Fund’s investments (including, but not limited to, repurchase agreements, collateralized loan obligations and mortgage-backed securities), payment obligations and financing terms may rely in some fashion on LIBOR. LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. On July 27, 2017, the Chief Executive of the Financial Conduct Authority (“FCA”), the United Kingdom’s financial regulatory body and regulator of LIBOR, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR due to the absence of an active market for interbank unsecured lending and other reasons. On March 5, 2021, the FCA publicly announced that all U.S. Dollar LIBOR settings will either cease to be provided by any administrator or will no longer be representative (i) immediately after December 31, 2021 for one‑week and two‑month U.S. Dollar LIBOR settings and (ii) immediately after June 30, 2023 for the remaining U.S. Dollar LIBOR settings. As of January 1, 2022, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities have ceased entering into new LIBOR contracts with limited exceptions. While publication of the one‑, three- and six‑month Sterling and Japanese yen LIBOR settings will continue at least through calendar year 2022 on the basis of a changed methodology (known as “synthetic LIBOR”), these rates have been designated by the FCA as unrepresentative of the underlying market they seek to measure and are solely available for use in legacy transactions. Certain bank-sponsored committees in other jurisdictions, including Europe, the United Kingdom, Japan and Switzerland, have selected alternative reference rates denominated in other currencies. There remains uncertainty regarding the future
utilization of LIBOR and the nature of any replacement rate (e.g., the Secured Overnight Financing Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities). Any potential effects of the transition away from LIBOR on the Fund or on certain instruments in which the Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. For example, certain of the Fund’s investments may involve individual contracts that have (i) no existing fallback provision or language that contemplates the discontinuation of LIBOR or (ii) inadequate fallback provisions or language that does not contemplate a permanent discontinuation of LIBOR, and those investments could experience increased volatility or reduced liquidity as a result of the transition process. In addition, interest rate provisions included in such contracts, or in contracts or other arrangements entered into by the Fund, may need to be renegotiated in contemplation of the transition away from LIBOR. On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law. This law provides a statutory fallback mechanism on a nationwide basis to replace LIBOR with a benchmark rate that is selected by the Board of Governors of the Federal Reserve System and based on the SOFR for certain contracts that reference LIBOR and contain no, or insufficient, fallback provisions. It is expected that implementing regulations in respect of the law will follow. The transition of investments from LIBOR to a replacement rate as a result of amendment, application of existing fallbacks, statutory requirements or otherwise may also result in a reduction in the value of certain instruments held by the Fund, a change in the cost of borrowing or the dividend rate for any preferred shares that may be issued by the Fund, or a reduction in the effectiveness of related Fund transactions such as hedges. In addition, an instrument’s transition to a replacement rate could result in variations in the reported yields of the Fund that holds such instrument. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the Fund.
Reinvestment Risk
Income from a Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called debt obligations at market interest rates that are below the portfolio’s current earnings rate. For instance, during periods of declining interest rates, an issuer of debt obligations may exercise an option to redeem securities prior to maturity, forcing the Fund to invest in lower-yielding securities. A Fund also may choose to sell higher yielding portfolio securities and to purchase lower yielding securities to achieve greater portfolio
| | | | | | |
130 | | PIMCO CLOSED-END FUNDS | | | | |
diversification, because the portfolio managers believe the current holdings are overvalued or for other investment-related reasons. A decline in income received by a Fund from its investments is likely to have a negative effect on dividend levels and the market price, NAV and/or overall return of the Common Shares.
Repurchase Agreements Risk
A Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer, which agrees to repurchase the security at the Fund’s cost plus interest within a specified time. If the party agreeing to repurchase should default, a Fund would seek to sell the securities which it holds. This could involve procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements may be or become illiquid. These events could also trigger adverse tax consequences for a Fund.
Securities Lending Risk
For the purpose of achieving income, a Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. A Fund may pay lending fees to a party arranging the loan. Cash collateral received by a Fund in securities lending transactions may be invested in short-term liquid fixed income instruments or in money market or short-term mutual funds, or similar investment vehicles, including affiliated money market or short-term mutual funds. A Fund bears the risk of such investments.
Short Exposure Risk
A Fund’s short sales and short positions, if any, are subject to special risks. A short sale involves the sale by the Fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. A Fund may also enter into a short position through a forward commitment or a short derivative position through a futures contract or swap agreement. If the price of the security or derivative has increased during this time, then the Fund will incur a loss equal to the increase in price from the time that the short sale was entered into plus any transaction costs (i.e., premiums and interest) paid to the broker-dealer to borrow securities. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot decrease below zero.
By investing the proceeds received from selling securities short, a Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage may increase a Fund’s exposure to long security positions and make any change in the Fund’s NAV greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that any leveraging strategy a Fund employs will be successful during any period in which it is employed.
In times of unusual or adverse market, economic, regulatory or political conditions, a Fund may not be able, fully or partially, to implement its short selling strategy. Periods of unusual or adverse market, economic, regulatory or political conditions generally may exist for as long as six months and, in some cases, much longer. Also, there is the risk that the third party to the short sale or short position will not fulfill its contractual obligations, causing a loss to the Fund.
Structured Investments Risk
Holders of structured products, including structured notes, credit- linked notes and other types of structured products, bear the risks of the underlying investments, index or reference obligation and are subject to counterparty risk. A Fund may have the right to receive payments only from the structured product, and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. While certain structured products enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured products generally pay their share of the structured product’s administrative and other expenses. Although it is difficult to predict whether the prices of indices and securities underlying structured products will rise or fall, these prices (and, therefore, the prices of structured products) are generally influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at below market prices if it experiences difficulty in obtaining such financing, which may adversely affect the value of the structured products owned by a Fund.
Structured products generally entail risks associated with derivative instruments.
Tax Risk
Each Fund has elected to be treated as a “regulated investment company” (a “RIC”) under the Internal Revenue Code (the “Code”) and intends each year to qualify and be eligible to be treated as such, so that it generally will not be subject to U.S. federal income tax on its net investment income or net short-term or long-term capital gains, that are distributed (or deemed distributed, as described below) to shareholders. In order to qualify and be eligible for such treatment, a
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 131 |
| | | | |
Principal Risks of the Funds | | (Cont.) | | |
Fund must meet certain asset diversification tests, derive at least 90% of its gross income for such year from certain types of qualifying income, and distribute to its shareholders at least 90% of its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses).
A Fund’s investment strategy will potentially be limited by its intention to continue qualifying for treatment as a RIC and can limit a Fund’s ability to continue qualifying as such. The tax treatment of certain of a Fund’s investments under one or more of the qualification or distribution tests applicable to regulated investment companies is uncertain. An adverse determination or future guidance by the IRS or a change in law might affect a Fund’s ability to qualify or be eligible for treatment as a RIC. Income and gains from certain of a Fund’s activities may not constitute qualifying income to a RIC for purposes of the 90% gross income test. If a Fund were to treat income or gain from a particular investment or activity as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Fund’s nonqualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.
If, in any year, a Fund were to fail to qualify for treatment as a RIC under the Code and were ineligible to or did not otherwise cure such failure, the Fund would be subject to tax on its taxable income at corporate rates and, when such income is distributed, shareholders would be subject to a further tax on such distributions to the extent of the Fund’s current or accumulated earnings and profits.
To qualify to pay exempt-interest dividends, which are treated as items of interest excludable from gross income for federal income tax purposes, at least 50% of the value of the total assets of a Fund must consist of obligations exempt from regular income tax as of the close of each quarter of the Fund’s taxable year. If the proportion of taxable investments held by a Fund exceeds 50% of the Fund’s total assets as of the close of any quarter of the Fund’s taxable year, the Fund will not for that taxable year satisfy the general eligibility test that otherwise permits it to pay exempt-interest dividends.
The value of a Fund’s investments and its net asset value may be adversely affected by changes in tax rates and policies. Because interest income from municipal securities is normally not subject to regular federal income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in federal income tax rates or changes in the tax‑exempt status of interest income from municipal securities. Any proposed or
actual changes in such rates or exempt status, therefore, can significantly affect the demand for and supply, liquidity and marketability of municipal securities. This could in turn affect a Fund’s net asset value and ability to acquire and dispose of municipal securities at desirable yield and price levels. Additionally, no Fund is a suitable investment for individual retirement accounts, for other tax‑exempt or tax‑deferred accounts or for investors who are not sensitive to the federal income tax consequences of their investments.
U.S. Government Securities Risk
Certain U.S. Government Securities such as U.S. Treasury bills, notes and bonds and mortgage-related securities guaranteed by the GNMA, are supported by the full faith and credit of the United States; others, such as those of Federal Home Loan Banks (“FHLBs”) or the Federal Home Loan Mortgage Corporation (“FHLMC”), are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the FNMA, are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations; and still others are supported only by the credit of the agency, instrumentality or corporation. Although legislation has been enacted to support certain government sponsored entities, including the FHLBs, FHLMC and FNMA, there is no assurance that the obligations of such entities will be satisfied in full, or that such obligations will not decrease in value or default. It is difficult, if not impossible, to predict the future political, regulatory or economic changes that could impact the government sponsored entities and the values of their related securities or obligations. In addition, certain governmental entities, including FNMA and FHLMC, have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued by these entities. Yields available from U.S. Government debt securities are generally lower than the yields available from such other securities. The values of U.S. Government Securities change as interest rates fluctuate.
Valuation Risk
Certain securities in which a Fund invests may be less liquid and more difficult to value than other types of securities. Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to Rule 2a‑5 under the 1940 Act. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security
| | | | | | |
132 | | PIMCO CLOSED-END FUNDS | | | | |
or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.
Zero-Coupon Bond, Step‑Ups and Payment‑In‑Kind Securities Risk
The market prices of zero‑coupon, step‑ups and payment‑in‑kind securities are generally more volatile than the prices of securities that pay interest periodically and in cash, and are likely to respond to changes in interest rates to a greater degree than other types of debt securities with similar maturities and credit quality. Because zero‑coupon securities bear no interest, their prices are especially volatile. And because zero‑coupon bondholders do not receive interest payments, the prices of zero‑coupon securities generally fall more dramatically than those of bonds that pay interest on a current basis when interest rates rise. The market for zero‑coupon and payment‑in‑kind securities may suffer decreased liquidity. In addition, as these securities may not pay cash interest, the Fund’s investment exposure to these securities and their risks, including credit risk, will increase during the time these securities are held in the Fund’s portfolio. Further, to maintain its qualification for treatment as a RIC and to avoid Fund-level U.S. federal income and/or excise taxes, the Fund is required to distribute to its shareholders any income it is deemed to have received in respect of such investments, notwithstanding that cash has not been received currently, and the value of paid‑in‑kind interest. Consequently, the Fund may have to dispose of portfolio securities under disadvantageous circumstances to generate the cash, or may have to leverage itself by borrowing the cash to satisfy this distribution requirement. The required distributions, if any, would result in an increase in the Fund’s exposure to these securities. Zero coupon bonds, step‑ups and payment‑in‑kind securities allow an issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater credit risk than bonds that pay interest currently or in cash. The Fund would be required to distribute the income on these instruments as it accrues, even though the Fund will not receive the income on a current basis or in cash. Thus, the Fund may sell other investments, including when it may not be advisable to do so, to make income distributions to its shareholders.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 133 |
| | | | |
How Each Fund Manages Risk | | | | (Unaudited) |
Derivatives strategies and instruments that a Fund may use include, among others, reverse repurchase agreements; interest rate swaps; total return swaps; credit default swaps; basis swaps; other types of swap agreements or options thereon; dollar rolls; futures and forward contracts (including foreign currency exchange contracts); short sales; options on financial futures; options based on either an index of municipal securities or taxable debt securities whose prices, PIMCO believes, correlate with the prices of the Fund’s investments; other derivative transactions; loans of portfolio securities and when-issued, delayed delivery and forward commitment transactions. Income earned by a Fund from its hedging and related transactions may be subject to one or more special U.S. federal income tax rules that can affect the amount, timing and/or character of distributions to holders of the Fund’s Common Shares. For instance, many hedging activities will be treated as capital gain and, if not offset by net realized capital loss, will be distributed to shareholders in taxable distributions. If effectively used, hedging strategies will offset in varying percentages losses incurred on a Fund’s investments due to adverse interest rate changes. There is no assurance that these hedging strategies will be available at any time or that PIMCO will determine to use them for a Fund or, if used, that the strategies will be successful. PIMCO may determine not to engage in hedging strategies or to do so only in unusual circumstances or market conditions. In addition, a Fund may be subject to certain restrictions on its use of hedging strategies imposed by guidelines of one or more ratings agencies that may issue ratings on any preferred shares issued by the Fund.
A Fund may take certain actions if short-term interest rates increase, or market conditions otherwise change (or the Fund anticipates such an increase or change) and the Fund’s leverage begins (or is expected) to adversely affect holders of its Common Shares. In order to attempt to offset such a negative impact of leverage on holders of Common Shares, a Fund may shorten the average maturity or duration of its investment portfolio (by investing in short-term, high quality securities or implementing certain hedging strategies). Should a Fund issue preferred shares, the Fund also may attempt to reduce leverage by redeeming or otherwise purchasing preferred shares or by reducing any holdings in other instruments that create leverage. The success of any such attempt to limit leverage risk depends on PIMCO’s ability to accurately predict interest rate or other market changes. Because of the difficulty of making such predictions, a Fund may not be successful in managing its interest rate exposure in the manner described above.
In addition, each Fund has adopted certain investment limitations designed to limit investment risk. See “Fundamental Investment Restrictions” below for a description of these limitations.
| | | | | | |
134 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Effects of Leverage | | | | (Unaudited) |
The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the 1940 Act, on Common Share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in a Fund’s portfolio) of ‑10%, ‑5%, 0%, 5% and 10%. The table below reflects each Fund’s continued use of reverse repurchase agreements, as applicable averaged over the fiscal year ended December 31, 2022 as a percentage of total average managed assets (including assets attributable to such leverage), the estimated annual effective interest expense rate payable by the Fund on such instruments (based on market conditions as of December 31, 2022, and the annual return that the Fund’s portfolio must experience (net of expenses) in order to cover such costs of the reverse repurchase agreements based on such estimated annual effective interest expense rate. The information below does not reflect any Fund’s use of certain other forms of economic leverage achieved through the use of other
instruments or transactions not considered to be senior securities under the 1940 Act, such as covered credit default swaps or other derivative instruments.
The assumed investment portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund. Your actual returns may be greater or less than those appearing below. In addition, actual borrowing expenses associated with reverse repurchase agreements (or dollar rolls or borrowings, if any) used by the Fund may vary frequently and may be significantly higher or lower than the rate used for the example below.
The information below does not reflect a Fund’s use of certain other forms of economic leverage achieved through the use of other instruments or transactions not considered to be senior securities under the 1940 Act, such as total return swaps or other derivative instruments.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Municipal Income Fund (PMF) | | | Municipal Income Fund II (PML) | | | Municipal Income Fund III (PMX) | | | California Municipal Income Fund (PCQ) | | | California Municipal Income Fund II (PCK) | | | California Municipal Income Fund III (PZC) | | | New York Municipal Income Fund (PNF) | | | New York Municipal Income Fund II (PNI) | | | New York Municipal Income Fund III (PYN) | |
| | | | | | | | | | |
Preferred Shares as a Percentage of Total Managed Assets (Including Assets Attributable to Preferred Shares and TOBs) | | | | | | | 36.22 | % | | | 31.42 | % | | | 34.03 | % | | | 36.54 | % | | | 37.63 | % | | | 36.48 | % | | | 30.17 | % | | | 39.45 | % | | | 37.62 | % |
| | | | | | | | | | |
Estimated Annual Effective Preferred Share Dividend Rate | | | | | | | 6.01 | % | | | 6.01 | % | | | 6.01 | % | | | 5.98 | % | | | 6.01 | % | | | 6.05 | % | | | 6.05 | % | | | 6.00 | % | | | 5.94 | % |
| | | | | | | | | | |
TOBs as a Percentage of Total Managed Assets (Including Assets Attributable to Preferred Shares and TOBs) | | | | | | | 9.34 | % | | | 14.50 | % | | | 11.51 | % | | | 9.40 | % | | | 6.85 | % | | | 8.62 | % | | | 13.53 | % | | | 4.83 | % | | | 7.59 | % |
| | | | | | | | | | |
Estimated Annual Effective Interest Expense Rate Payable by Fund on TOBs | | | | | | | 1.35 | % | | | 1.43 | % | | | 1.34 | % | | | 1.30 | % | | | 1.36 | % | | | 1.31 | % | | | 1.01 | % | | | 1.37 | % | | | 1.02 | % |
| | | | | | | | | | |
Annual Return Fund Portfolio Must Experience (net of expenses) to Cover Estimated Annual Effective Preferred Share Dividend Rate and Interest Expense Rate on TOBs | | | | | | | 2.25 | % | | | 1.99 | % | | | 2.11 | % | | | 2.22 | % | | | 2.26 | % | | | 2.20 | % | | | 1.96 | % | | | 2.32 | % | | | 2.31 | % |
| | | | | | | | | | |
Common Share Total Return for (10.00)% Assumed Portfolio Total Return | | | | | | | (22.50 | )% | | | (22.17 | )% | | | (22.23 | )% | | | (22.61 | )% | | | (22.08 | )% | | | (22.23 | )% | | | (21.25 | )% | | | (22.11 | )% | | | (22.47 | )% |
| | | | | | | | | | |
Common Share Total Return for (5.00)% Assumed Portfolio Total Return | | | | | | | (13.32 | )% | | | (12.92 | )% | | | (13.05 | )% | | | (13.36 | )% | | | (13.07 | )% | | | (13.12 | )% | | | (12.37 | )% | | | (13.13 | )% | | | (13.35 | )% |
| | | | | | | | | | |
Common Share Total Return for 0.00% Assumed Portfolio Total Return | | | | | | | (4.13 | )% | | | (3.68 | )% | | | (3.87 | )% | | | (4.11 | )% | | | (4.07 | )% | | | (4.01 | )% | | | (3.49 | )% | | | (4.16 | )% | | | (4.22 | )% |
| | | | | | | | | | |
Common Share Total Return for 5.00% Assumed Portfolio Total Return | | | | | | | 5.05 | % | | | 5.57 | % | | | 5.31 | % | | | 5.14 | % | | | 4.94 | % | | | 5.09 | % | | | 5.40 | % | | | 4.82 | % | | | 4.91 | % |
| | | | | | | | | | |
Common Share Total Return for 10.00% Assumed Portfolio Total Return | | | | | | | 14.23 | % | | | 14.81 | % | | | 14.49 | % | | | 14.39 | % | | | 13.94 | % | | | 14.20 | % | | | 14.28 | % | | | 13.79 | % | | | 14.03 | % |
Common Share total return is composed of two elements — the
distributions paid by a Fund to holders of Common Shares (the amount
of which is largely determined by the net investment income of the
Fund after paying dividends on Preferred Shares and expenses on any
forms of leverage outstanding, including TOBs) and gains or losses on
the value of the securities and other instruments the Fund owns. As
required by SEC rules, the table assumes that a Fund is more likely to
suffer capital losses than to enjoy capital appreciation. For example, to
assume a total return of 0%, a Fund must assume that the income it
receives on its investments is entirely offset by losses in the value of
those investments. This table reflects hypothetical performance of a
Fund’s portfolio and not the actual performance of the Fund’s Common
Shares, the value of which is determined by market forces and
other factors.
Should a Fund elect to add additional leverage to its portfolio, any
benefits of such additional leverage cannot be fully achieved until the
proceeds resulting from the use of such leverage have been received by
the Fund and invested in accordance with the Fund’s investment
objectives and policies. As noted above, a Fund’s willingness to use
additional leverage, and the extent to which leverage is used at any
time, will depend on many factors, including, among other things,
PIMCO’s assessment of the yield curve environment, interest rate
trends, market conditions and other factors.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 135 |
| | | | |
Fundamental Investment Restrictions | | | | |
For purposes of this section, “majority of the outstanding,” when used with respect to particular shares of a Fund (whether voting together as a single class or voting as separate classes), has the meaning set forth in the Investment Company Act of 1940, as amended.
PIMCO Municipal Income Fund (PMF)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | With respect to 75% of the Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds. |
(3) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(4) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(5) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(7) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
With respect to the Fund’s policy of investing at least 80% of its net assets in municipal bonds, for the avoidance of doubt, the Fund complies with the requirements of Rule 35d‑1 under the Investment Company Act of 1940 and invests at least 80% of its net assets (plus borrowings for investment purposes) in municipal bonds which pay interest that, in the opinion of bond counsel to the issuer (or on the basis of authority believed by PIMCO to be reliable), is exempt from regular federal income tax (i.e. excluded from gross income for federal income tax purposes but not necessarily exempt from the federal alternative minimum tax), and will not change this policy without the shareholder approval required by Rule 35d‑1.
PIMCO Municipal Income Fund II (PML)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | With respect to 75% of the Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds. |
(3) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests |
| | | | | | |
136 | | PIMCO CLOSED-END FUNDS | | | | |
| therein, or securities issued by companies which invest in real estate, or interests therein. |
(4) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(5) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(7) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
(8) | Make an investment if, at the time of such investment, the Fund has invested less than 80% of its “assets” (as that term is defined in Rule 35d‑1 under the Investment Company Act of 1940, as amended) in investments the income from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s portfolio manager to be reliable), exempt from federal income tax (not including, for these purposes, the federal alternative minimum tax). |
PIMCO Municipal Income Fund III (PMX)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | With respect to 75% of the Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds. |
(3) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(4) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(5) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(7) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
In addition, as a fundamental policy, the Fund must, under normal circumstances, invest at least 80% of its Assets (as that term is defined in Rule 35d‑1 under the Investment Company Act of 1940, as amended), measured at the time of investment, in investments the income from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s portfolio manager to be reliable), exempt from federal income tax. For purposes of this policy, the Fund may count investments that generate income subject to the alternative minimum tax toward the 80% investment
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 137 |
| | | | |
Fundamental Investment Restrictions | | (Cont.) | | |
requirement. Rule 35d‑1 currently defines “Assets” to mean “net assets, plus the amount of any borrowings for investment purposes.”
PIMCO California Municipal Income Fund (PCQ)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(3) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(4) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(5) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
In addition, with respect to 75% of the Fund’s total assets, the Fund may not purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds.
With respect to the Fund’s policy of investing at least 80% of its net assets in municipal bonds, for the avoidance of doubt, the Fund complies with the requirements of Rule 35d‑1 and invests at least 80% of its net assets (plus borrowings for investment purposes) in municipal bonds which pay interest that, in the opinion of bond counsel to the issuer (or on the basis of authority believed by PIMCO to be reliable), is exempt from regular federal income tax (i.e. excluded from gross income for federal income tax purposes but not necessarily exempt from the federal alternative minimum tax), and will not change this policy without the shareholder approval required by Rule 35d‑1.
PIMCO California Municipal Income Fund II (PCK)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(3) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(4) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
| | | | | | |
138 | | PIMCO CLOSED-END FUNDS | | | | |
(5) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
As a fundamental policy, with respect to 75% of the Fund’s total assets, the Fund may also not purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds.
In addition, as a fundamental policy, the Fund must, under normal circumstances, invest at least 80% of its Assets (as that term is defined in Rule 35d‑1 under the Investment Company Act of 1940, as amended), measured at the time of investment, in investments the income from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s portfolio manager to be reliable), exempt from federal and California state income taxes. For purposes of this policy, the Fund may count investments that generate income subject to the alternative minimum tax toward the 80% investment requirement.
PIMCO California Municipal Income Fund III (PZC)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(3) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(4) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(5) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
As a fundamental policy, with respect to 75% of the Fund’s total assets, the Fund may also not purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds.
In addition, as a fundamental policy, the Fund must, under normal circumstances, invest at least 80% of its Assets (as that term is defined in Rule 35d‑1 under the Investment Company Act of 1940, as amended), measured at the time of investment, in investments the income from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s portfolio manager to be reliable), exempt from federal and California state income taxes. For purposes of this policy, the Fund may count investments that generate income subject to the alternative minimum tax toward the 80% investment requirement. Rule 35d‑1 currently defines “Assets” to mean “net assets, plus the amount of any borrowings for investment purposes.”
PIMCO New York Municipal Income Fund (PNF)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 139 |
| | | | |
Fundamental Investment Restrictions | | (Cont.) | | |
without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(3) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(4) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(5) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
With respect to the Fund’s policy of investing at least 80% of its net assets in municipal bonds, for the avoidance of doubt, the Fund complies with the requirements of Rule 35d‑1 and invests at least 80% of its net assets (plus borrowings for investment purposes) in municipal bonds which pay interest that, in the opinion of bond counsel to the issuer (or on the basis of authority believed by PIMCO to be reliable), is exempt from regular federal income tax (i.e. excluded from gross income for federal income tax purposes but not necessarily exempt from the federal alternative minimum tax), and will not change this policy without the shareholder approval required by Rule 35d‑1.
PIMCO New York Municipal Income Fund II (PNI)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(3) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(4) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(5) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
As a fundamental policy, with respect to 75% of the Fund’s total assets, the Fund may also not purchase the securities of any issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities
| | | | | | |
140 | | PIMCO CLOSED-END FUNDS | | | | |
of that issuer. For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each obligor, if any, is treated as a separate issuer of municipal bonds.
In addition, as a fundamental policy, the Fund must, under normal circumstances, invest at least 80% of its Assets (as that term is defined in Rule 35d‑1 under the Investment Company Act of 1940, as amended), measured at the time of investment, in investments the income from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s portfolio manager to be reliable), exempt from federal and New York state income taxes. For purposes of this policy, the Fund may count investments that generate income subject to the alternative minimum tax toward the 80% investment requirement.
PIMCO New York Municipal Income Fund III (PYN)
Unless otherwise indicated, the investment restrictions set forth below are each a fundamental policy of the Fund that may not be changed without the approval of the holders of a majority of the outstanding Common Shares and any outstanding preferred shares of beneficial interest (including Preferred Shares) voting together as a single class, and of the holders of a majority of any outstanding preferred shares of beneficial interest (including Preferred Shares) voting as a separate class. The Fund may not:
(1) | Concentrate its investments in a particular “industry,” as that term is used in the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(2) | Purchase or sell real estate, although it may purchase securities (including municipal bonds) secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein. |
(3) | Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Fund (as described in the “Portfolio Contents” section above) from purchasing, selling or entering into futures contracts, options on futures contracts, forward contracts, or any interest rate, securities-related or other hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws. |
(4) | Borrow money or issue any senior security, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(5) | Make loans, except to the extent permitted under the Investment Company Act of 1940, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
(6) | Act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws. |
In addition, as a fundamental policy, the Fund must, under normal circumstances, invest at least 80% of its Assets (as that term is defined in Rule 35d‑1 under the Investment Company Act of 1940, as amended), measured at the time of investment, in investments the income from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s portfolio manager to be reliable), exempt from federal and New York state income taxes. For purposes of this policy, the Fund may count investments that generate income subject to the alternative minimum tax toward the 80% investment requirement.
Other Information Regarding Investment Restrictions
From time to time, a Fund may voluntarily participate in actions (for example, rights offerings, conversion privileges, exchange offers, credit event settlements, etc.) where the issuer or counterparty offers securities or instruments to holders or counterparties, such as the Fund, and the acquisition is determined to be beneficial to Fund shareholders (“Voluntary Action”). Notwithstanding any percentage investment limitation listed under this “Investment Restrictions” section or any percentage investment limitation of the 1940 Act or rules thereunder, if a Fund has the opportunity to acquire a permitted security or instrument through a Voluntary Action, and the Fund will exceed a percentage investment limitation following the acquisition, it will not constitute a violation if, prior to the receipt of the securities or instruments and after announcement of the offering, the Fund sells an offsetting amount of assets that are subject to the investment limitation in question at least equal to the value of the securities or instruments to be acquired.
Unless otherwise indicated, all percentage limitations on Fund investments (as stated throughout this Statement of Additional Information or in the Prospectus) that are not: (i) specifically included in this “Investment Restrictions” section; or (ii) imposed by the 1940 Act, rules thereunder, the Code or related regulations (the “Elective Investment Restrictions”), will apply only at the time of investment unless the acquisition is a Voluntary Action. The percentage limitations and absolute prohibitions with respect to Elective Investment Restrictions are not applicable to the Fund’s acquisition of securities or instruments through a Voluntary Action.
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 141 |
The chart below identifies Trustees and Officers of the Funds. Unless otherwise indicated, the address of all persons below is c/o Pacific Investment Management Company LLC, 1633 Broadway, New York, New York 10019.
A list of officers and trustees of PIMCO containing information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years is included in the most recent Form ADV filed by PIMCO pursuant to the Investment Advisers Act of 1940.
The Funds’ Statement of Additional Information includes more information about the Trustees and Officers and is available without charge, upon request, by calling PIMCO at (844) 33-PIMCO.
Trustees*
| | | | | | | | | | |
Name and Year of Birth | | Position(s) Held with the Funds | | Term of Office and Length of Time Served* | | Principal Occupation(s) During the Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During the Past 5 Years |
|
Independent Trustees |
| | | | | |
Deborah A. DeCotis 1952 | | Chair of the Board, Trustee | | Trustee of the Funds since 2011, expected to stand for re‑election at the annual meeting of shareholders during the 2025 fiscal year for PMF, PCQ, PNF, PML, PCK, and PNI and during the 2023 fiscal year for PMX, PZC and PYN. | | 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). |
| | | | | |
Sarah E. Cogan 1956 | | Trustee | | Trustee of the Funds since 2019, expected to stand for election at the annual meeting of the shareholders during the 2025 fiscal year for PMF, PCQ, PNF, PML, PCK, PNI and PYN and during the 2024 fiscal year for PMX and PZC. | | 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). |
| | | | | |
Joseph B. Kittredge, Jr. 1954 | | Trustee | | Trustee of the Funds since 2020, expected to stand for re‑election at the annual meeting of shareholders during the 2025 fiscal year for PMX and PZC and during the 2023 fiscal year for PMF, PCQ, PNF, PML, PCK, PNI and PYN. | | Trustee (since 2019) and Governance Committee (since 2020), Vermont Law School; 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). |
| | | | | |
Kathleen McCartney 1956 | | Trustee | | Trustee of the Funds since 2022, expected to stand for re‑election at the annual meeting of shareholders during the 2025 fiscal year for PMF, PCQ, PNF, PML, PCK, PMX, PZC and PYN. | | 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. |
| | | | | | |
142 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | | | | | | | |
Name and Year of Birth | | Position(s) Held with the Funds | | Term of Office and Length of Time Served* | | Principal Occupation(s) During the Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During the Past 5 Years |
| | | | | |
Alan Rappaport 1953 | | Trustee | | Trustee of the Funds since 2010, expected to stand for re‑election at the annual meeting of shareholders during the 2024 fiscal year for PMF, PCQ, PNF, PML, PCK, PNI and PYN and during the 2025 fiscal year for PMX and PZC. | | 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) |
| | | | | |
E. Grace Vandecruze 1963 | | Trustee | | Trustee of the Funds since 2021, expected to stand for re‑election at the annual meeting of shareholders during the 2024 fiscal year for each Fund. | | 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 |
|
Interested Trustees |
| | | | | |
David N. Fisher** 1968 | | Trustee | | Trustee of the Funds since 2019, expected to stand for election at the annual meeting of the shareholders during the 2023 fiscal year for each Fund. | | 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 |
| | | | | |
John C. Maney*** 1959 | | Trustee | | Trustee of the Funds since 2006, expected to stand for re‑election at the annual meeting of shareholders during the 2024 fiscal year for each Fund. | | 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 |
* | Under the Fund’s Amended and Restated Agreement and Declaration of Trust, a Trustee serves until his or her retirement, resignation or replacement. |
** | Mr. Fisher is an “interested person” of the Fund, as defined in Section 2(a)(19) of the Act, due to his affiliation with PIMCO and its affiliates. Mr. Fisher’s address is 650 Newport Center Drive, Newport Beach, California 92660. |
*** | Mr. Maney is an “interested person” of the Fund, as defined in Section 2(a)(19) of the Act, due to his affiliation with PIMCO and its affiliates. Mr. Maney’s address is 650 Newport Center Drive, Newport Beach, California 92660. |
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 143 |
| | | | |
Management of the Funds | | (Cont.) | | (Unaudited) |
Officers
| | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Funds | | Term of Office and 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, PIMCO Equity Series VIT and PIMCO Flexible Real Estate Income Fund. |
| | | |
Keisha Audain-Pressley 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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
Ryan G. Leshaw1 1980 | | Chief Legal Officer | | Since 2019 | | Executive Vice President and Senior Counsel, PIMCO. Chief Legal Officer, PIMCO-Managed Funds, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. Chief Legal Officer 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. Ratner 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. |
| | | |
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. |
| | | |
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, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. 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. |
| | | |
Douglas B. Burrill 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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
Mark A. Jelic1 1981 | | Vice President | | Since 2021 | | Senior Vice President, PIMCO. Vice President, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
Kenneth W. Lee1 1972 | | 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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
| | | |
Bijal Y. Parikh1 1978 | | Treasurer | | Since 2021 | | Executive Vice President, PIMCO. Treasurer, PIMCO-Managed Funds, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Flexible Real Estate Income Fund. |
| | | |
Brandon T. Evans1 1982 | | Deputy Treasurer | | Since March 2022 | | Senior Vice President, PIMCO. Deputy Treasurer, PIMCO-Managed Funds. Assistant Treasurer, PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT and PIMCO Flexible Real Estate Income Fund. |
| | | |
Erik C. Brown2 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, PIMCO Equity Series VIT, PIMCO Capital Solutions BDC Corp. and PIMCO Flexible Real Estate Income Fund. |
1 | The address of these officers is Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660. |
2 | The address of these officers is Pacific Investment Management Company LLC, 401 Congress Ave., Austin, Texas 78701. |
| | | | | | |
144 | | PIMCO CLOSED-END FUNDS | | | | |
| | | | |
Privacy Policy1 | | | | (Unaudited) |
The Funds2,3 consider customer privacy to be a fundamental aspect of their relationships with shareholders and are committed to maintaining the confidentiality, integrity and security of their current, prospective and former shareholders’ non‑public personal information. The Funds have developed policies that are designed to protect this confidentiality, while allowing shareholder needs to be served.
OBTAINING NON‑PUBLIC PERSONAL INFORMATION
In the course of providing shareholders with products and services, the Funds and certain service providers to the Funds, such as the Funds’ investment advisers or sub‑advisers (“Advisers”), may obtain non‑public personal information about shareholders, which may come from sources such as account applications and other forms, from other written, electronic or verbal correspondence, from shareholder transactions, from a shareholder’s brokerage or financial advisory firm, financial professional or consultant, and/or from information captured on applicable websites.
RESPECTING YOUR PRIVACY
As a matter of policy, the Funds do not disclose any non‑public personal information provided by shareholders or gathered by the Funds to non‑affiliated third parties, except as required or permitted by law or as necessary for such third parties to perform their agreements with respect to the Funds. As is common in the industry, non‑affiliated companies may from time to time be used to provide certain services, such as preparing and mailing prospectuses, reports, account statements and other information, conducting research on shareholder satisfaction and gathering shareholder proxies. The Funds or their affiliates may also retain non‑affiliated companies to market Fund shares or products which use Fund shares and enter into joint marketing arrangements with them and other companies. These companies may have access to a shareholder’s personal and account information, but are permitted to use this information solely to provide the specific service or as otherwise permitted by law. In most cases, the shareholders will be clients of a third party, but the Funds may also provide a shareholder’s personal and account information to the shareholder’s respective brokerage or financial advisory firm and/or financial professional or consultant.
SHARING INFORMATION WITH THIRD PARTIES
The Funds reserve the right to disclose or report personal or account information to non‑affiliated third parties in limited circumstances where the Funds believe in good faith that disclosure is required under law, to cooperate with regulators or law enforcement authorities, to protect their rights or property, or upon reasonable request by any Fund in which a shareholder has invested. In addition, the Funds may
disclose information about a shareholder or a shareholder’s accounts to a non‑affiliated third party at the shareholder’s request or with the consent of the shareholder.
SHARING INFORMATION WITH AFFILIATES
The Funds may share shareholder information with their affiliates in connection with servicing shareholders’ accounts, and subject to applicable law may provide shareholders with information about products and services that the Funds or their Advisers, distributors or their affiliates (“Service Affiliates”) believe may be of interest to such shareholders. The information that the Funds may share may include, for example, a shareholder’s participation in the Funds or in other investment programs sponsored by a Service Affiliate, a shareholder’s ownership of certain types of accounts (such as IRAs), information about the Funds’ experiences or transactions with a shareholder, information captured on applicable websites, or other data about a shareholder’s accounts, subject to applicable law. The Funds’ Service Affiliates, in turn, are not permitted to share shareholder information with non‑affiliated entities, except as required or permitted by law.
PROCEDURES TO SAFEGUARD PRIVATE INFORMATION
The Funds take seriously the obligation to safeguard shareholder non‑public personal information. In addition to this policy, the Funds have implemented procedures that are designed to restrict access to a shareholder’s non‑public personal information to internal personnel who need to know that information to perform their jobs, such as servicing shareholder accounts or notifying shareholders of new products or services. Physical, electronic and procedural safeguards are in place to guard a shareholder’s non‑public personal information.
INFORMATION COLLECTED FROM WEBSITES
The Funds or their service providers and partners may collect information from shareholders via websites they maintain. The information collected via websites maintained by the Funds or their service providers includes client non‑public personal information.
CHANGES TO THE PRIVACY POLICY
From time to time, the Funds may update or revise this privacy policy. If there are changes to the terms of this privacy policy, documents containing the revised policy on the relevant website will be updated.
1 Amended as of June 25, 2020.
2 PIMCO Investments LLC (“PI”) serves as the Funds’ distributor and does not provide brokerage services or any financial advice to investors in the Funds solely because it distributes the Funds. This Privacy Policy applies to the activities of PI to the extent that PI regularly effects or engages in transactions with or for a shareholder of a series of a Trust who is the record owner of such shares. For purposes of this Privacy Policy, references to “the Funds” shall include PI when acting in this capacity.
3 When distributing this Policy, a Fund may combine the distribution with any similar distribution of its investment adviser’s privacy policy. The distributed, combined, policy may be written in the first person (i.e. by using “we” instead of “the Funds”).
| | | | | | | | | | | | |
| | | ANNUAL REPORT | | | | | | | DECEMBER 31, 2022 | | | 145 |
General Information
Investment Manager
Pacific Investment Management Company LLC
650 Newport Center Drive,
Newport Beach, CA, 92660
Custodian
State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Transfer Agent, Dividend Paying Agent and Registrar for Common Shares
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Auction Agent, Transfer Agent, Dividend Paying Agent and Registrar for Auction Rate Preferred Shares
Deutsche Bank Trust Company Americas
60 Wall Street, 16th Floor
New York, NY 10005.
Transfer Agent, Dividend Paying Agent and Registrar for Variable Rate MuniFund Term Preferred Shares
The Bank of New York Mellon
240 Greenwich Street, 7E
New York, New York 10286
Legal Counsel
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
1100 Walnut Street, Suite 1300
Kansas City, MO 64106
This report is submitted for the general information of the shareholders of the Funds listed on the Report cover.
CEF3012AR_123122