UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number:811-21189
PIMCO New York Municipal Income Fund III
(Exact name of registrant as specified in charter)
1633 Broadway, New York, NY 10019
(Address of principal executive offices)
Bradley Todd
Treasurer (Principal Financial & Accounting Officer)
650 Newport Center Drive
Newport Beach, CA 92660
(Name and address of agent for service)
Copies to:
David C. Sullivan
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
Registrant’s telephone number, including area code: (844) 337-4626
Date of fiscal year end: December 31
Date of reporting period: June 30, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Reports to Shareholders. |
The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1).
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PIMCO CLOSED-END FUNDS
Semiannual Report
June 30, 2019
PIMCO New York Municipal Income Fund III | PYN | NYSE
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website, pimco.com/literature, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by visiting pimco.com/edelivery or by contacting your financial intermediary, such as a broker-dealer or bank.
You may elect to receive all future reports in paper free of charge. If you own these shares through a financial intermediary, such as a broker-dealer or bank, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 844.337.4626. Your election to receive reports in paper will apply to all funds held with the fund complex if you invest directly with the Fund or to all funds held in your account if you invest through a financial intermediary, such as a broker-dealer or bank.
Table of Contents
Letter from the Chair of the Board & President
Dear Shareholder,
Following this letter is the PIMCO Closed-End Funds Semiannual Report, which covers the six-month reporting period ended June 30, 2019. On the subsequent pages you will find specific details regarding investment results and discussion of the factors that most affected performance over the reporting period.
For the six-month reporting period ended June 30, 2019
The U.S. economy continued to expand during the reporting period. Looking back, U.S. gross domestic product (“GDP”) grew at an annual pace of 2.2% during the fourth quarter of 2018. For the first quarter of 2019, GDP growth rose to an annual pace of 3.1%. Finally, the Commerce Department’s initial reading for second quarter 2019 GDP, released after the reporting period ended, showed that the U.S. economy grew at a 2.1% annual pace.
After raising rates four times in 2018, the Federal Reserve (the “Fed”) reversed course and had a “dovish pivot.” With its December 2018 rate hike, the Fed increased the federal funds rate to a range between 2.25% and 2.50%. However, at its meeting in January 2019, the Fed tapered its expectations for the pace of rate hikes in 2019. Then, after the Fed’s meeting in June 2019, Fed Chair Jerome Powell said, “The case for somewhat more accommodative policy has strengthened.” This stance was partially attributed to trade tensions and signs of slowing global growth, including weakening manufacturing data. Finally, at its meeting that concluded on July 31, 2019, after the reporting period ended, the Fed lowered the federal funds rate to a range between 2.00% and 2.25%. This represented the Fed’s first rate cut since 2008.
Economic activity outside the U.S. decelerated during the reporting period. Against this backdrop, the European Central Bank (the “ECB”) and the Bank of Japan largely maintained their highly accommodative monetary policies. The ECB ended its quantitative easing program in December 2018 and indicated that it does not expect to raise interest rates, “at least through the first half of 2020.” Meanwhile, the Bank of England kept rates on hold during the reporting period.
Both short- and long-term U.S. Treasury yields declined. In our view, falling rates were partially due to signs of moderating global growth, the Fed’s dovish pivot and periods of investor risk aversion. The yield on the two-year U.S. Treasury note was 1.75% at the end of the reporting period, compared to 2.48% on December 31, 2018. Meanwhile, the yield on the benchmark 10-year U.S. Treasury note was 2.00% at the end of the reporting period, versus 2.69% on December 31, 2018. The Bloomberg Barclays Global Treasury Index (USD hedged), which tracks fixed-rate, local-currency government debt of investment grade countries, including both developed and emerging markets, returned 5.52%. Meanwhile, the Bloomberg Barclays Global Aggregate Credit Index (USD hedged), a widely used index of global investment grade
credit bonds, returned 8.22%. Riskier fixed income asset classes, including high yield corporate bonds and emerging market debt, also generated positive results. The ICE BofAML Developed Markets High Yield Constrained Index (USD hedged), a widely used index of below investment grade bonds, returned 10.05%, whereas emerging market external debt, as represented by the JPMorgan Emerging Markets Bond Index (EMBI) Global (USD hedged), returned 10.60%. Emerging market local bonds, as represented by the JPMorgan Government Bond Index-Emerging Markets Global Diversified Index (Unhedged), returned 8.72%.
The municipal (or “muni”) market moved steadily higher, posting returns over each of the six months of the reporting period. As was the case with the taxable U.S. bond market, munis were supported by falling interest rates. All told, the Bloomberg Barclays Municipal Bond Index returned 5.09% during the six months ended June 30, 2019.
Thank you for the assets you have placed with us. We deeply value your trust, and we will continue to work diligently to meet your broad investment needs. For any questions regarding your PIMCO Closed-End Funds investments, please contact your financial advisor, or call the Funds’ shareholder servicing agent at (844) 33-PIMCO. We also invite you to visit our website at www.pimco.com to learn more about our global viewpoints.
Sincerely,
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Deborah A. DeCotis | | Eric D. Johnson |
Chair of the Board of Trustees | | President |
Past performance is no guarantee of future results. Unless otherwise noted, index returns reflect the reinvestment of income distributions and capital gains, if any, but do not reflect fees, brokerage commissions or other expenses of investing. It is not possible to invest directly in an unmanaged index.
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Important Information About the Fund
We believe that bond funds have an important role to play in a well-diversified investment portfolio. It is important to note, however, that in an environment where interest rates may trend upward, rising rates would negatively impact the performance of most bond funds, and fixed-income securities and other instruments held by the Fund are likely to decrease in value. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions). In addition, changes in interest rates can be sudden and unpredictable, and there is no guarantee that Fund management will anticipate such movement accurately. The Fund may lose money as a result of movement in interest rates.
As of the date of this report, interest rates in the U.S. and many parts of the world, including certain European countries, are at or near historically low levels. Thus, the Fund currently faces a heightened level of interest rate risk, especially as the Federal Reserve Board ended its quantitative easing program in October 2014 and raised interest rates several times thereafter before lowering them in July 2019. Interest rates may change in the future depending upon the Federal Reserve Board’s view of economic growth, inflation, employment and other market factors. To the extent the Federal Reserve Board raises interest rates, there is a risk that rates across the financial system may rise. Further, while bond markets have steadily grown over the past three decades, dealer inventories of corporate bonds are near historic lows in relation to market size. As a result, there has been a significant reduction in the ability of dealers to “make markets.” Bond funds and individual bonds with a longer duration (a measure used to determine the sensitivity of a security’s price to changes in interest rates) tend to be more sensitive to changes in interest rates, usually making them more volatile than securities or funds with shorter durations. In addition, in the current low interest rate environment, the market price of the Fund’s common shares may be particularly sensitive to changes in interest rates or the perception that there will be a change in interest rates. All of the factors mentioned above, individually or collectively, could lead to increased volatility and/or lower liquidity in the fixed income markets or negatively impact the Fund’s performance or cause the Fund to incur losses.
With respect to certain securities, the Fund may make different asset class, sector or geographical classifications for the purpose of monitoring compliance with investment guidelines than the classifications disclosed in this report.
The geographical classification of foreign (non-U.S.) securities in this report are classified by the country of incorporation of a holding. In certain instances, a security’s country of incorporation may be different from its country of economic exposure.
The United States presidential administration’s enforcement of tariffs on goods from other countries, with a focus on China, has contributed to international trade tensions and may impact portfolio securities.
The United Kingdom’s decision to leave the European Union may impact Fund returns. This decision may cause substantial volatility in foreign exchange markets, lead to weakness in the exchange rate of the British pound, result in a sustained period of market uncertainty, and destabilize some or all of the other European Union member countries and/or the Eurozone.
The Fund may invest in certain instruments that rely in some fashion upon the London Interbank Offered Rate (“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. The United
Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced plans to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding future utilization of LIBOR and the nature of any replacement rate, and any potential effects of the transition away from LIBOR on the Fund or on certain instruments in which the Fund invests are not known.
Under the direction of the Federal Housing Finance Agency, the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”) have entered into a joint initiative to develop a common securitization platform for the issuance of a uniform mortgage-backed security (the “Single Security Initiative”) that aligns the characteristics of FNMA and FHLMC certificates. The Single Security Initiative was implemented on June 3, 2019, and the effects it may have on the market for mortgage-backed securities are uncertain.
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 the 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 the Fund’s ability to sell its 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, the 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, the 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. Any income derived from the Fund’s ownership or operation of such assets may not betax-exempt.
The Fund that has substantial exposures to New York municipal bonds may be affected significantly by economic, regulatory or political developments affecting the ability of New York issuers to pay interest or repay principal. While New York’s economy is broad, it does have concentrations in the financial services industry, and may be sensitive to economic problems affecting that industry. 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. The financial health of New York City affects that of the State, and when New York City experiences financial difficulty it may have an adverse effect on New York municipal bonds held by the Fund. The growth rate of New York has at times been somewhat slower than the nation overall. The economic and financial condition of New York also may be affected by various financial, social, economic and political factors.
The use of derivatives may subject the Fund to greater volatility than investments in traditional securities. The Fund may use derivative instruments for hedging purposes or as part of an investment
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 5 |
Important Information About the Fund(Cont.)
strategy. Use of these instruments may involve certain costs and risks such as liquidity risk, interest rate risk, market risk, call risk, credit risk, leverage risk, management risk and the risk that the Fund may not be able to close out a position when it would be most advantageous to do so. Changes in regulation relating to the Fund’s use of derivatives and related instruments could potentially limit or impact the Fund’s ability to invest in derivatives, limit the Fund’s ability to employ certain strategies that use derivatives and/or adversely affect the value or performance of derivatives and the Fund. Certain derivative transactions may have a leveraging effect on the Fund. For example, a small investment in a derivative instrument may have a significant impact on the Fund’s exposure to interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in an asset, instrument or component of the index underlying a derivative instrument may cause an immediate and substantial loss or gain, which translates into heightened volatility in the Fund’s net asset value (“NAV”). The Fund may engage in such transactions regardless of whether the Fund owns the asset, instrument or components of the index underlying the derivative instrument. The Fund may invest a significant portion of its assets in these types of instruments. If it does, the Fund’s investment exposure could far exceed the value of its portfolio securities and its investment performance could be primarily dependent upon securities it does not own.
The Fund’s use of leverage creates the opportunity for increased income for the Fund’s common shareholders, but also creates special risks. Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. If shorter-term interest rates rise relative to the rate of return on the Fund’s portfolio, the interest and other costs of leverage to the Fund could exceed the rate of return on the debt obligations and other investments held by the Fund, thereby reducing return to the Fund’s common shareholders. In addition, fees and expenses of any form of leverage used by the Fund will be borne entirely by its common shareholders (and not by preferred shareholders, if any) and will reduce the investment return of the Fund’s common shares. Moreover, to make payments of interest and other loan costs, the Fund may be forced to sell portfolio securities when it is not otherwise advantageous to do so. In addition, because the fees received by PIMCO are based on the daily NAV of the Fund (including any assets attributable to any preferred shares that may be outstanding), PIMCO has a financial incentive for the Fund to use certain forms of leverage, which may create a conflict of interest between PIMCO, on the one hand, and the Fund’s common shareholders, on the other hand. There can be no assurance that the Fund’s use of leverage will result in a higher yield on its common shares, and it may result in losses. Leverage creates several major types of risks for the Fund’s common shareholders, including (1) the likelihood of greater volatility of the NAV and market price of the Fund’s common shares, and of the investment return to the Fund’s common shareholders, than a comparable portfolio without leverage; (2) the possibility either that the Fund’s common share dividends will fall if the interest and other costs of leverage rise, or that dividends paid on the Fund’s common shares will fluctuate because such costs vary over time; and (3) 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 Fund’s common shares than if the Fund were not leveraged and may result in a greater decline in the market value of the Fund’s common shares.
There is a risk that the Fund investing in a tender option bond program 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 illiquid or may become illiquid as a result of, among other things, a credit rating downgrade, a payment default or a
disqualification fromtax-exempt status. The 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 reduce leverage and dispose of portfolio investments at inopportune times and prices. The 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.
High-yield bonds (commonly referred to as “junk bonds”) typically have a lower credit rating than other bonds. Lower-rated bonds generally involve a greater risk to principal than higher-rated bonds. Further, markets for lower-rated bonds are typically less liquid than for higher-rated bonds, and public information is usually less abundant in markets for lower-rated bonds. Thus, high yield investments increase the chance that the Fund will lose money. PIMCO does not rely solely on credit ratings, and develops its own analysis of issuer credit quality. The Fund may purchase unrated securities (which are not rated by a rating agency) if PIMCO determines that the security is of comparable quality to a rated security that the Fund may purchase. Unrated securities may be less liquid than comparable rated securities and involve the risk that PIMCO may not accurately evaluate the security’s comparative credit quality, which could result in the Fund’s portfolio having a higher level of credit and/or high yield risk than PIMCO has estimated or desires for the Fund, and could negatively impact the Fund’s performance and/or returns. The Fund may invest a substantial portion of its assets in unrated securities and therefore may be particularly subject to the associated risks. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality debt obligations. To the extent that the Fund invests in high yield and/or unrated securities, the Fund’s success in achieving its investment objectives may depend more heavily on the portfolio manager’s creditworthiness analysis than if the Fund invested exclusively in higher-quality and rated securities. The Fund may hold defaulted securities that may involve special considerations including bankruptcy proceedings, other regulatory and legal restrictions affecting the Fund’s ability to trade, and the availability of prices from independent pricing services or dealer quotations. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Defaulted securities are often illiquid and may not be actively traded. Sales of securities in bankrupt companies at an acceptable price may be difficult and differences compared to the value of the securities used by the Fund could be material. The credit quality of a particular security or group of securities does not ensure the stability or safety of the overall portfolio.
Variable and floating rate securities generally are less sensitive to interest rate changes but 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 the 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.
As the use of technology has become more prevalent in the course of business, the Fund has 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
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 7 |
Important Information About the Fund(Cont.)
that may, among other things, cause the 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 the Fund’s digital information systems (e.g., through “hacking” or malicious software coding), but may also result from outside attacks such asdenial-of-service attacks (i.e., efforts to make network services unavailable to intended users). In addition, cyber security breaches involving the Fund’s third party service providers (including but not limited to advisers,sub-advisers, administrators, transfer agents, custodians, distributors and other third parties), trading counterparties or issuers in which the Fund invests can also subject the Fund to many of the same risks associated with direct cyber security breaches. Moreover, cyber security breaches involving trading counterparties or issuers in which the Fund invests could adversely impact such counterparties or issuers and cause the Fund’s investment to lose value.
Cyber security failures or breaches may result in financial losses to the Fund and its shareholders. These failures or breaches may also result in disruptions to business operations, potentially resulting in financial losses; interference with the 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; 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 Fund has 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 the 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. There is also a risk that cyber security breaches may not be detected. The Fund and its shareholders could be negatively impacted as a result.
The common shares of the Fund trade on the New York Stock Exchange. As with any stock, the price of the Fund’s common shares will fluctuate with market conditions and other factors. If you sell your common shares of the Fund, the price received may be more or less than your original investment.
Shares of closed-end investment management companies, such as the Fund, frequently trade at a discount from their NAV and may trade at a price that is less than the initial offering price and/or the NAV of such shares. Further, if the Fund’s shares trade at a price that is more than the initial offering price and/or the NAV of such shares, including at a substantial premium and/or for an extended period of time, there is no assurance that any such premium will be sustained for any period of time and will not decrease, or that the shares will not trade at a discount to NAV thereafter.
The Fund may be subject to various risks, including, but not limited to, the following: asset allocation risk, credit risk, stressed securities risk, distressed and defaulted securities risk, corporate bond risk, market discount risk, interest rate risk, concentration risk, New York state-specific risk, municipal project-specific risk, insurance risk, call risk, derivatives risk, leverage risk, operational risk, cybersecurity risk, risk of regulatory changes, high yield risk, market risk, issuer risk, liquidity risk,
equity securities and related market risk, mortgage-related and other asset-backed securities risk, extension risk, prepayment risk, privately issued mortgage-related securities risk, mortgage market/ subprime risk, currency risk, redenomination risk,non-diversification risk, management risk, municipal bond risk, tender option bond risk, inflation-indexed security risk, senior debt risk, loans, participations and assignments risk, reinvestment risk, real estate risk, U.S. Government securities risk, foreign(non-U.S.) government securities risk, valuation risk, segregation and cover risk, focused investment risk, credit default swaps risk, event-linked securities risk, counterparty risk, preferred securities risk, confidential information access risk, other investment companies risk, private placements risk, inflation/deflation risk, regulatory risk, tax risk, recent economic conditions risk, market disruptions and geopolitical risk, potential conflicts of interest involving allocation of investment opportunities, repurchase agreements risk, securities lending risk,zero-coupon bond andpayment-in-kind securities risk, portfolio turnover risk, smaller company risk, short sale risk and convertible securities risk. A description of certain of these risks is available in the Notes to Financial Statements of this report.
On each Fund Summary page in this Shareholder Report, the Average Annual Total Return table measures performance assuming that all dividend and capital gain distributions were reinvested. Total return is calculated by determining the percentage change in NAV or market price (as applicable) in the specified period. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions. Total return for a period of more than one year represents the average annual total return. Performance at market price will differ from results at NAV. Although market price returns tend to reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in the Fund’s dividends. Performance shown is net of fees and expenses.
The following table discloses the commencement of operations and diversification status of the Fund:
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Fund Name | | | | | Commencement of Operations | | | Diversification Status | |
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PIMCO New York Municipal Income Fund III | | | | | | | 10/31/02 | | | | Non-diversified | |
An investment in the Fund is not a deposit of a bank and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other government agency. It is possible to lose money on investments in the Fund.
The Trustees are responsible generally for overseeing the management of the Fund. The Trustees authorize the Fund to enter into service agreements with the Investment Manager and other service providers in order to provide, and in some cases authorize service providers to procure through other parties, necessary or desirable services on behalf of the Fund. Shareholders are not parties to or third-party beneficiaries of such service agreements. Neither the Fund’s original or any subsequent prospectus or Statement of Additional Information (“SAI”), any press release or shareholder report, any contracts filed as exhibits to the Fund’s registration statement, nor any other communications, disclosure documents or regulatory filings from or on behalf of the Fund creates a contract between or among any shareholders of the Fund, on the one hand, and the Fund, a service provider to the Fund, and/or the Trustees or officers of the Fund, on the other hand. The Trustees (or the Fund and its officers, service providers or other delegates acting under authority of the Trustees) may amend its most recent or use a new prospectus or SAI with respect to the Fund, adopt and disclose new or
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Important Information About the Fund(Cont.)
amended policies and other changes in press releases and shareholder reports and/or amend, file and/or issue any other communications, disclosure documents or regulatory filings, and may amend or enter into any contracts to which the Fund is a party, and interpret the investment objective(s), policies, restrictions and contractual provisions applicable to any Fund, without shareholder input or approval, except in circumstances in which shareholder approval is specifically required by law (such as changes to fundamental investment policies) or where a shareholder approval requirement was specifically disclosed in the Fund’s prospectus, SAI or shareholder report and is otherwise still in effect.
PIMCO has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule206(4)-6 under the Investment Advisers Act of 1940. The Proxy Policy has been adopted by the Fund as the policies and procedures that PIMCO will use when voting proxies on behalf of the Fund. A description of the policies and procedures that PIMCO uses to vote proxies relating to portfolio securities of the Fund, and information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, are available without charge, upon request, by calling the Fund at (844)33-PIMCO, on the Fund’s website at www.pimco.com, and on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
The Fund files a complete schedule of its portfolio holdings with the SEC for the first and third quarters of its fiscal year on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov and are available without charge, upon request by calling the Fund at (844) 33-PIMCO. Prior to its use ofForm N-PORT, the Fund filed its complete schedule of its portfolio holdings with the SEC onForm N-Q, which is available online at www.sec.gov.
The SEC adopted a rule that, beginning in 2021, generally will allow shareholder reports to be delivered to investors by providing access to such reports online free of charge and by mailing a notice that the report is electronically available. Pursuant to the rule, investors may still elect to receive a complete shareholder report in the mail. Instructions for electing to receive paper copies of the Fund’s shareholder reports going forward may be found on the front cover of this report.
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10 | | PIMCO CLOSED-END FUNDS | | | | |
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PIMCO New York Municipal Income Fund III | | Symbol on NYSE - PYN |
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Allocation Breakdown as of 06/30/2019†§ | |
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Municipal Bonds & Notes | | | | |
Income Tax Revenue | | | 17.8% | |
Tobacco Settlement Funded | | | 11.4% | |
Ad Valorem Property Tax | | | 10.0% | |
Industrial Revenue | | | 8.2% | |
Transit Revenue | | | 7.0% | |
Highway Revenue Tolls | | | 5.7% | |
College & University Revenue | | | 4.9% | |
Port, Airport & Marina Revenue | | | 4.8% | |
Health, Hospital & Nursing Home Revenue | | | 4.5% | |
Water Revenue | | | 4.5% | |
Lease Revenue | | | 4.3% | |
Miscellaneous Taxes | | | 4.2% | |
Recreational Revenue | | | 3.2% | |
Miscellaneous Revenue | | | 2.8% | |
Sales Tax Revenue | | | 1.2% | |
Electric Power & Light Revenue | | | 1.2% | |
Local or Guaranteed Housing | | | 1.1% | |
Other | | | 1.2% | |
Short-Term Instruments | | | 2.0% | |
† | | % of Investments, at value. |
§ | | Allocation Breakdown and % of investments exclude securities sold short and financial derivative instruments, if any. |
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Fund Information (as of June 30, 2019)(1) | |
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Market Price | | | 9.73 | |
NAV | | | 9.17 | |
Premium/(Discount) to NAV | | | 6.11 | % |
Market Price Distribution Rate(2) | | | 4.38 | % |
NAV Distribution Rate(2) | | | 4.64 | % |
Total Effective Leverage(3) | | | 48 | % |
| | | | | | | | | | | | | | | | | | | | |
|
Average Annual Total Return(1) for the period ended June 30, 2019 | |
| | | | | |
| | 6 Month* | | | 1 Year | | | 5 Year | | | 10 Year | | | Commencement of Operations (10/31/02) | |
Market Price | | | 15.33% | | | | 12.45% | | | | 6.27% | | | | 8.46% | | | | 3.76% | |
NAV | | | 8.71% | | | | 8.16% | | | | 6.18% | | | | 8.04% | | | | 3.73% | |
All Fund returns are net of fees and expenses.
(1) | | Performance quoted represents past performance. Past performance is not a guarantee or a reliable indicator of future results. Current performance may be lower or higher than performance shown. Investment return and the principal value of an investment will fluctuate. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares. Total return, market price, NAV, market price distribution rate, and NAV distribution rate will fluctuate with changes in market conditions. Performance current to the most recentmonth-end is available at www.pimco.com or via (844)33-PIMCO. Performance is calculated assuming all dividends and distributions are reinvested at prices obtained under the Fund’s dividend reinvestment plan. Performance does not reflect any brokerage commissions in connection with the purchase or sale of Fund shares. |
(2) | | Distribution rates are not performance and are calculated by annualizing the most recent distribution per share and dividing by the NAV or Market Price, as applicable, as of the reported date. Distributions may be comprised of ordinary income, net capital gains, and/or a return of capital (‘‘ROC’’) of your investment in the Fund. Because the distribution rate may include a ROC, it should not be confused with yield or income. If the Fund estimates that a portion of its distribution may be comprised of amounts from sources other than net investment income in accordance with its policies and good accounting practices, the Fund will notify shareholders of the estimated composition of such distribution through a Section 19 Notice. Please refer to the most recent Section 19 Notice, if applicable, for additional information regarding the estimated composition of distributions. Please visit www.pimco.com for most recent Section 19 Notice, if applicable. Final determination of a distribution’s tax character will be made on Form 1099 DIV sent to shareholders each January. |
(3) | | Represents total effective leverage outstanding, as a percentage of total managed assets. Total effective leverage consists of auction rate and variable rate munifund term preferred shares, reverse repurchase agreements and other borrowings, credit default swap notional and floating rate notes issued in tender option bond transactions, as applicable (collectively “Total Effective Leverage”). The Fund may engage in other transactions not included in Total Effective Leverage disclosed above that may give rise to a form of leverage, including certain derivative transactions. For the purpose of calculating Total Effective Leverage outstanding as a percentage of total managed assets, total managed assets refer to total assets (including assets attributable to Total Effective Leverage that may be outstanding) minus accrued liabilities (other than liabilities representing Total Effective Leverage). |
| | | | | | |
12 | | PIMCO CLOSED-END FUNDS | | | | |
| | |
PIMCO New York Municipal Income Fund III | | Symbol on NYSE - PYN |
Investment Objective and Strategy Overview
PIMCO New York Municipal Income Fund III’s investment objective is to seek to provide current income exempt from federal, New York State and New York City income tax.
Fund Insights at NAV
The following affected performance during the reporting period:
» | | The Fund’s duration exposure contributed to performance, as municipal yields dropped across the yield curve. |
» | | Exposure to the revenue segment contributed to performance, as the segment outperformed the broad municipal market. |
» | | Exposure to the special tax sector contributed to performance, as the sector outperformed the broad municipal market. |
» | | There were no detractors deemed to be notable during the reporting period. |
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 13 |
Financial HighlightsPIMCO New York Municipal Income Fund III
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Investment Operations | | | | Less Distributions to ARPS(b) | | |
| | | | | | | | | | | | | | |
Selected Per Share Data for the Year or Period Ended^: | | Net Asset Value Beginning of Year or Period | | Net Investment Income(a) | | Net Realized/ Unrealized Gain (Loss) | | | | From Net Investment Income | | From Net Realized Capital Gains | | Net Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting from Operations |
| | | | | | | |
01/01/2019 - 06/30/2019+ | | | $ | 8.66 | | | | $ | 0.28 | | | | $ | 0.53 | | | | | | | | | $ | (0.07 | ) | | | $ | 0.00 | | | | $ | 0.74 | |
| | | | | | | |
12/31/2018 | | | | 9.27 | | | | | 0.57 | | | | | (0.61 | ) | | | | | | | | | (0.13 | ) | | | | 0.00 | | | | | (0.17 | ) |
| | | | | | | |
12/31/2017 | | | | 8.95 | | | | | 0.56 | | | | | 0.36 | | | | | | | | | | (0.08 | ) | | | | 0.00 | | | | | 0.84 | |
| | | | | | | |
12/31/2016 | | | | 9.55 | | | | | 0.56 | | | | | (0.49 | ) | | | | | | | | | (0.04 | ) | | | | 0.00 | | | | | 0.03 | |
| | | | | | | |
10/01/2015 - 12/31/2015(g) | | | | 9.42 | | | | | 0.14 | | | | | 0.15 | | | | | | | | | | (0.00 | ) | | | | 0.00 | | | | | 0.29 | |
| | | | | | | |
09/30/2016 | | | | 9.43 | | | | | 0.57 | | | | | 0.06 | | | | | | | | | | (0.01 | ) | | | | 0.00 | | | | | 0.62 | |
| | | | | | | |
09/30/2015 | | | | 8.51 | | | | | 0.56 | | | | | 1.00 | | | | | | | | | | (0.01 | ) | | | | 0.00 | | | | | 1.55 | |
| | | | | | |
14 | | PIMCO CLOSED-END FUNDS | | | | See Accompanying Notes |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Less Distributions to Common Shareholders(c) | | | | Common Share |
| | | | | | | | | | | | | | |
From Net Investment Income | | From Net Realized Capital Gains | | Tax Basis Return of Capital | | Total | | Increase Resulting from Tender of ARPS(b) | | Net Asset Value End of Year or Period | | Market Price End of Year or Period | | Total Investment Return(d) |
| | | | | | | |
| $ | (0.23 | ) | | | $ | 0.00 | | | | $ | 0.00 | | | | $ | (0.23 | ) | | | $ | 0.00 | | | | $ | 9.17 | | | | $ | 9.73 | | | | | 15.33 | % |
| | | | | | | |
| | (0.49 | ) | | | | 0.00 | | | | | (0.02 | ) | | | | (0.51 | ) | | | | 0.07 | | | | | 8.66 | | | | | 8.65 | | | | | (7.67 | ) |
| | | | | | | |
| | (0.52 | ) | | | | 0.00 | | | | | 0.00 | | | | | (0.52 | ) | | | | 0.00 | | | | | 9.27 | | | | | 9.92 | | | | | 4.34 | |
| | | | | | | |
| | (0.63 | ) | | | | 0.00 | | | | | 0.00 | | | | | (0.63 | ) | | | | 0.00 | | | | | 8.95 | | | | | 10.04 | | | | | 3.95 | |
| | | | | | | |
| | (0.16 | ) | | | | 0.00 | | | | | 0.00 | | | | | (0.16 | )(h) | | | | 0.00 | | | | | 9.55 | | | | | 10.27 | | | | | 5.75 | |
| | | | | | | |
| | (0.63 | ) | | | | 0.00 | | | | | 0.00 | | | | | (0.63 | ) | | | | 0.00 | | | | | 9.42 | | | | | 9.87 | | | | | 11.09 | |
| | | | | | | |
| | (0.63 | ) | | | | 0.00 | | | | | 0.00 | | | | | (0.63 | ) | | | | 0.00 | | | | | 9.43 | | | | | 9.49 | | | | | 9.47 | |
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 15 |
Financial HighlightsPIMCO New York Municipal Income Fund III(cont.)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Ratios/Supplemental Data | |
| | | | | Ratios to Average Net Assets Applicable to Common Shareholders | | | | | | | |
Selected Per Share Data for the Year or Period Ended^: | | Net Assets Applicable to Common Shareholders (000s) | | | Expenses(e)(f) | | | Expenses Excluding Waivers(e)(f) | | | Expenses Excluding Interest Expense(e) | | | Expenses Excluding Interest Expense and Waivers(e) | | | Net Investment Income (Loss)(e) | | | ARPS Asset Coverage Per Share(b) | | | Portfolio Turnover Rate | |
| | | | | | | | |
01/01/2019 - 06/30/2019+ | | $ | 52,445 | | | | 2.30 | %* | | | 2.30 | %* | | | 1.51 | %* | | | 1.51 | %* | | | 6.28 | %* | | $ | 69,498 | | | | 11 | % |
| | | | | | | | |
12/31/2018 | | | 49,484 | | | | 2.18 | | | | 2.18 | | | | 1.54 | | | | 1.54 | | | | 6.45 | | | | 66,985 | | | | 24 | |
| | | | | | | | |
12/31/2017 | | | 52,884 | | | | 1.83 | | | | 1.83 | | | | 1.57 | | | | 1.57 | | | | 6.07 | | | | 66,300 | | | | 12 | |
| | | | | | | | |
12/31/2016 | | | 50,981 | | | | 1.61 | | | | 1.61 | | | | 1.50 | | | | 1.50 | | | | 5.88 | | | | 64,820 | | | | 24 | |
| | | | | | | | |
10/01/2015 - 12/31/2015(g) | | | 54,247 | | | | 1.55 | * | | | 1.55 | * | | | 1.53 | * | | | 1.53 | * | | | 5.87 | * | | | 67,378 | | | | 0 | |
| | | | | | | | |
09/30/2016 | | | 53,548 | | | | 1.55 | | | | 1.55 | | | | 1.49 | | | | 1.49 | | | | 6.04 | | | | 66,764 | | | | 13 | |
| | | | | | | | |
09/30/2015 | | | 53,369 | | | | 1.66 | | | | 1.66 | | | | 1.60 | | | | 1.60 | | | | 6.31 | | | | 66,695 | | | | 24 | |
^ | A zero balance may reflect actual amounts rounding to less than $0.01 or 0.01%. |
(a) | Per share amounts based on average number of common shares outstanding during the year or period. |
(b) | Auction Rate Preferred Shareholders (“ARPS”). See Note 12, Auction Rate Preferred Shares, in the Notes to Financial Statements for more information. |
(c) | The tax characterization of distributions is determined in accordance with Federal income tax regulations. The actual tax characterization of distributions paid is determined at the end of the fiscal year. See Note 2, Distributions to Shareholders, in the Notes to Financial Statements for more information. |
(d) | Total investment return is calculated assuming a purchase of a common share at the market price on the first day and a sale of a common share at the market price on the last day of each year or period reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions in connection with the purchase or sale of Fund shares. |
(e) | Calculated on the basis of income and expenses applicable to both common and preferred shares relative to the average net assets of common shareholders. The expense ratio and net investment income do not reflect the effects of dividend payments to preferred shareholders. |
(f) | Ratio includes interest expense which primarily relates to participation in borrowing and financing transactions. See Note 5, Borrowings and Other Financing Transactions, in the Notes to Financial Statements for more information. |
(g) | Fiscal year end changed from September 30th to December 31st. |
(h) | Total distributions for the period ended December 31, 2015 may be lower than prior fiscal years due to fiscal year end changes resulting in a reduction of the amount of days in the period ended December 31, 2015. |
| | | | | | |
16 | | PIMCO CLOSED-END FUNDS | | | | See Accompanying Notes |
Statement of Assets and LiabilitiesPIMCO New York Municipal Income Fund III
(Unaudited)
June 30, 2019
| | | | |
(Amounts in thousands†, except per share amounts) | |
| |
Assets: | | | | |
| |
Investments, at value | | | | |
Investments in securities* | | $ | 100,933 | |
Interest and/or dividends receivable | | | 1,150 | |
Other assets | | | 7 | |
| |
Total Assets | | | 102,090 | |
| |
Liabilities: | | | | |
| |
Borrowings & Other Financing Transactions | | | | |
Payable for tender option bond floating rate certificates | | $ | 19,832 | |
Distributions payable to common shareholders | | | 203 | |
Distributions payable to auction rate preferred shareholders | | | 15 | |
Accrued management fees | | | 54 | |
Other liabilities | | | 91 | |
| |
Total Liabilities | | | 20,195 | |
| |
Auction Rate Preferred Shares^ | | $ | 29,450 | |
| |
Net Assets Applicable to Common Shareholders | | $ | 52,445 | |
| |
Net Assets Applicable to Common Shareholders Consist of: | | | | |
| |
Par value^^ | | $ | 0 | |
Paid in capital in excess of par | | | 46,201 | |
Distributable earnings (accumulated loss) | | | 6,244 | |
| |
Net Assets Applicable to Common Shareholders | | $ | 52,445 | |
| |
Net Asset Value Per Common Share | | $ | 9.17 | |
| |
Common Shares Outstanding | | | 5,717 | |
| |
Auction Rate Preferred Shares Issued and Outstanding | | | 1 | |
| |
Cost of investments in securities | | $ | 94,334 | |
| |
* Includes repurchase agreements of: | | $ | 1,987 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
^ | ($0.00001 per share and $25,000 liquidation preference per share) |
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 17 |
Statement of OperationsPIMCO New York Municipal Income Fund III
| | | | |
Six Months Ended June 30, 2019 (Unaudited) | | | |
(Amounts in thousands†) | | | |
| |
Investment Income: | | | | |
| |
Interest | | $ | 2,151 | |
Total Income | | | 2,151 | |
| |
Expenses: | | | | |
| |
Management fees | | | 340 | |
Trustee fees and related expenses | | | 3 | |
Interest expense | | | 198 | |
Auction agent fees and commissions | | | 23 | |
Auction rate preferred shares related expenses | | | 12 | |
Total Expenses | | | 576 | |
| |
Net Investment Income (Loss) | | | 1,575 | |
| |
Net Realized Gain (Loss): | | | | |
| |
Investments in securities | | | 158 | |
| |
Net Realized Gain (Loss) | | | 158 | |
| |
Net Change in Unrealized Appreciation (Depreciation): | | | | |
| |
Investments in securities | | | 2,918 | |
| |
Net Change in Unrealized Appreciation (Depreciation) | | | 2,918 | |
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | | $ | 4,651 | |
| |
Distributions on Auction Rate Preferred Shares from Net Investment Income and/or Net Realized Capital Gains | | $ | (403 | ) |
| |
Net Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting from Operations | | $ | 4,248 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
| | | | | | |
18 | | PIMCO CLOSED-END FUNDS | | | | See Accompanying Notes |
Statements of Changes in Net AssetsPIMCO New York Municipal Income Fund III
| | | | | | | | |
(Amounts in thousands†) | | Six Months Ended June 30, 2019 (Unaudited) | | | Year Ended December 31, 2018 | |
| | |
Increase (Decrease) in Net Assets from: | | | | | | | | |
| | |
Operations: | | | | | | | | |
| | |
Net investment income (loss) | | $ | 1,575 | | | $ | 3,260 | |
Net realized gain (loss) | | | 158 | | | | (142 | ) |
Net change in unrealized appreciation (depreciation) | | | 2,918 | | | | (3,352 | ) |
| | |
Net Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting from Operations | | | 4,651 | | | | (234 | ) |
Distributions on auction rate preferred shares from net investment income and/or net realized capital gains | | | (403 | ) | | | (724 | ) |
| | |
Net Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting from Operations | | | 4,248 | | | | (958 | ) |
| | |
Distributions to Common Shareholders: | | | | | | | | |
| | |
From net investment income and/or net realized capital gains | | | (1,333 | ) | | | (2,757 | ) |
Tax basis return of capital | | | 0 | | | | (137 | ) |
| | |
Total Distributions to Common Shareholders(a) | | | (1,333 | ) | | | (2,894 | ) |
| | |
Auction-Rate Preferred Share Transactions:* | | | | | | | | |
| | |
Net Increase (Decrease) resulting from tender of Auction Rate Preferred Shares | | | 0 | | | | 383 | |
| | |
Common Share Transactions**: | | | | | | | | |
| | |
Issued as reinvestment of distributions | | | 46 | | | | 69 | |
| | |
Total increase (decrease) in net assets applicable to common shareholders | | | 2,961 | | | | (3,400 | ) |
| | |
Net Assets Applicable to Common Shareholders: | | | | | | | | |
| | |
Beginning of period | | | 49,484 | | | | 52,884 | |
End of period | | $ | 52,445 | | | $ | 49,484 | |
| | |
** Common Share Transactions: | | | | | | | | |
| | |
Shares issued as reinvestment of distributions | | | 5 | | | | 7 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
* | See Note 12, Auction Rate Preferred Shares, in the Notes to Financial Statements. |
(a) | The tax characterization of distributions is determined in accordance with Federal income tax regulations. The actual tax characterization of distributions paid is determined at the end of the fiscal year. See Note 2, Distributions — Common Shares, in the Notes to Financial Statements for more information. |
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 19 |
Statement of Cash FlowsPIMCO New York Municipal Income Fund III
| | | | |
Six Months Ended June 30, 2019 (Unaudited) (Amounts in thousands†) | |
| |
Cash Flows Provided by (Used for) Operating Activities: | | | | |
| |
Net increase (decrease) in net assets resulting from operations | | $ | 4,651 | |
| |
Adjustments to Reconcile Net Increase (Decrease) in Net Assets from Operations to Net Cash Provided by (Used for) Operating Activities: | | | | |
| |
Purchases of long-term securities | | | (18,481 | ) |
Proceeds from sales of long-term securities | | | 12,296 | |
(Purchases) Proceeds from sales of short-term portfolio investments, net | | | (933 | ) |
(Increase) decrease in interest and/or dividends receivable | | | (90 | ) |
(Increase) decrease in other assets | | | (1 | ) |
Increase (decrease) in accrued management fees | | | (2 | ) |
Increase (decrease) in other liabilities | | | 60 | |
Net Realized (Gain) Loss | | | | |
Investments in securities | | | (158 | ) |
Net Change in Unrealized (Appreciation) Depreciation | | | | |
Investments in securities | | | (2,918 | ) |
Net amortization (accretion) on investments | | | 106 | |
Net Cash Provided by (Used for) Operating Activities | | | (5,470 | ) |
| |
Cash Flows Received from (Used for) Financing Activities: | | | | |
| |
Payments resulting from tender of Auction Rate Preferred Shares | | | 0 | |
Cash distributions paid to common shareholders* | | | (1,325 | ) |
Cash distributions paid to auction rate preferred shareholders | | | (404 | ) |
Proceeds from tender option bond transactions | | | 12,100 | |
Payments on tender option bond transactions | | | (4,901 | ) |
Net Cash Received from (Used for) Financing Activities | | | 5,470 | |
| |
Net Increase (Decrease) in Cash and Foreign Currency | | | 0 | |
| |
Cash and Foreign Currency: | | | | |
| |
Beginning of period | | | 0 | |
End of period | | $ | 0 | |
* Reinvestment of distributions | | $ | 46 | |
| |
Supplemental Disclosure of Cash Flow Information: | | | | |
| |
Interest expense paid during the period | | $ | 149 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
A Statement of Cash Flows is presented when a Fund has a significant amount of borrowing during the period, 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.
| | | | | | |
20 | | PIMCO CLOSED-END FUNDS | | | | See Accompanying Notes |
Schedule of InvestmentsPIMCO New York Municipal Income Fund III
(Unaudited)
June 30, 2019
(Amounts in thousands*, except number of shares, contracts and units, if any)
| | | | | | | | | | | | |
| | | | PRINCIPAL AMOUNT (000S) | | | | | MARKET VALUE (000S) | |
INVESTMENTS IN SECURITIES 192.5% | |
| | | | | | | | | | | | |
MUNICIPAL BONDS & NOTES 188.7% | |
| | | | | | | | | | | | |
ILLINOIS 4.0% | |
|
Chicago, Illinois General Obligation Bonds, Series 2015 | |
5.250% due 01/01/2028 | | $ | | | 1,900 | | | $ | | | 2,114 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
NEW YORK 180.9% | |
|
Brooklyn Arena Local Development Corp., New York Revenue Bonds, Series 2009 | |
6.375% due 07/15/2043 | | | | | 1,000 | | | | | | 1,028 | |
|
Housing Development Corp., New York Revenue Bonds, Series 2017 | |
3.700% due 11/01/2047 (c) | | | | | 500 | | | | | | 517 | |
|
Hudson Yards Infrastructure Corp., New York Revenue Bonds, Series 2011 | |
5.750% due 02/15/2047 | | | | | 4,000 | | | | | | 4,284 | |
|
Metropolitan Transportation Authority, New York Revenue Bonds, Series 2009 | |
5.000% due 11/15/2034 | | | | | 500 | | | | | | 507 | |
|
Metropolitan Transportation Authority, New York Revenue Bonds, Series 2013 | |
5.000% due 11/15/2042 | | | | | 2,000 | | | | | | 2,191 | |
5.000% due 11/15/2043 | | | | | 4,000 | | | | | | 4,380 | |
|
Monroe County Industrial Development Corp., New York Revenue Bonds, (FHA Insured), Series 2010 | |
5.500% due 08/15/2040 | | | | | 1,500 | | | | | | 1,594 | |
|
Monroe County Industrial Development Corp., New York Revenue Bonds, Series 2013 | |
5.000% due 07/01/2043 | | | | | 1,750 | | | | | | 2,015 | |
|
Monroe County, New York Industrial Development Agency Revenue Bonds, Series 2017 | |
4.000% due 07/01/2043 (c) | | | | | 500 | | | | | | 546 | |
|
Nassau County, New York Industrial Development Agency Revenue Bonds, Series 2014 | |
2.000% due 01/01/2049 ^(a) | | | | | 135 | | | | | | 22 | |
6.700% due 01/01/2049 | | | | | 375 | | | | | | 379 | |
|
New York City Industrial Development Agency, New York Revenue Bonds, (AGC Insured), Series 2009 | |
6.500% due 01/01/2046 | | | | | 600 | | | | | | 602 | |
7.000% due 03/01/2049 | | | | | 2,200 | | | | | | 2,211 | |
|
New York City Transitional Finance Authority Future Tax Secured, New York Revenue Bonds, Series 2013 | |
5.000% due 11/01/2042 | | | | | 2,000 | | | | | | 2,245 | |
|
New York City Transitional Finance Authority Future Tax Secured, New York Revenue Bonds, Series 2018 | |
4.000% due 05/01/2043 (c) | | | | | 2,000 | | | | | | 2,195 | |
|
New York City Water & Sewer System, New York Revenue Bonds, Series 2012 | |
5.000% due 06/15/2047 | | | | | 2,500 | | | | | | 2,759 | |
| | | | | | | | | | | | |
| | | | PRINCIPAL AMOUNT (000S) | | | | | MARKET VALUE (000S) | |
|
New York City, New York General Obligation Bonds, Series 2013 | |
5.000% due 08/01/2031 | | $ | | | 2,590 | | | $ | | | 2,933 | |
|
New York City, New York General Obligation Bonds, Series 2018 | |
4.000% due 03/01/2042 (c) | | | | | 1,800 | | | | | | 1,998 | |
5.000% due 04/01/2043 | | | | | 500 | | | | | | 600 | |
5.000% due 04/01/2045 (c) | | | | | 2,000 | | | | | | 2,396 | |
|
New York City, New York Housing Development Corp. Revenue Bonds, Series 2013 | |
5.250% due 07/01/2031 | | | | | 500 | | | | | | 559 | |
|
New York City, New York Transitional Finance Authority Building Aid Revenue Bonds, Series 2018 | |
5.250% due 07/15/2036 | | | | | 1,000 | | | | | | 1,258 | |
|
New York City, New York Trust for Cultural Resources Revenue Bonds, Series 2014 | |
5.000% due 08/01/2043 | | | | | 2,000 | | | | | | 2,229 | |
|
New York City, New York Water & Sewer System Revenue Bonds, Series 2017 | |
5.000% due 06/15/2048 (c) | | | | | 1,500 | | | | | | 1,770 | |
|
New York Convention Center Development Corp. Revenue Bonds, Series 2015 | |
5.000% due 11/15/2045 | | | | | 500 | | | | | | 580 | |
|
New York Counties Tobacco Trust II Revenue Bonds, Series 2001 | |
5.750% due 06/01/2043 | | | | | 335 | | | | | | 340 | |
|
New York Counties Tobacco Trust IV Revenue Bonds, Series 2005 | |
0.000% due 06/01/2050 (b) | | | | | 10,000 | | | | | | 1,392 | |
5.000% due 06/01/2042 | | | | | 3,200 | | | | | | 3,200 | |
|
New York Counties Tobacco Trust V Revenue Bonds, Series 2005 | |
0.000% due 06/01/2055 (b) | | | | | 2,500 | | | | | | 175 | |
|
New York Liberty Development Corp. Revenue Bonds, Series 2007 | |
5.500% due 10/01/2037 | | | | | 2,400 | | | | | | 3,289 | |
|
New York Liberty Development Corp., Revenue Bonds, Series 2010 | |
5.125% due 01/15/2044 | | | | | 2,000 | | | | | | 2,038 | |
6.375% due 07/15/2049 | | | | | 1,050 | | | | | | 1,077 | |
|
New York Liberty Development Corp., Revenue Bonds, Series 2011 | |
5.750% due 11/15/2051 | | | | | 4,000 | | | | | | 4,385 | |
|
New York Liberty Development Corp., Revenue Bonds, Series 2014 | |
5.000% due 11/15/2044 | | | | | 1,750 | | | | | | 1,914 | |
|
New York State Dormitory Authority Revenue Bonds, Series 2010 | |
5.500% due 07/01/2040 | | | | | 500 | | | | | | 521 | |
|
New York State Dormitory Authority Revenue Bonds, Series 2011 | |
6.000% due 07/01/2040 | | | | | 250 | | | | | | 262 | |
| | | | | | |
See Accompanying Notes | | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 21 |
Schedule of InvestmentsPIMCO New York Municipal Income Fund III(Cont.)
| | | | | | | | | | | | |
| | | | PRINCIPAL AMOUNT (000S) | | | | | MARKET VALUE (000S) | |
|
New York State Dormitory Authority Revenue Bonds, Series 2013 | |
5.000% due 02/15/2029 | | $ | | | 750 | | | $ | | | 844 | |
|
New York State Dormitory Authority Revenue Bonds, Series 2017 | |
4.000% due 02/15/2047 (c) | | | | | 500 | | | | | | 544 | |
5.000% due 12/01/2036 | | | | | 1,000 | | | | | | 1,154 | |
|
New York State Dormitory Authority Revenue Bonds, Series 2018 | |
5.000% due 03/15/2037 | | | | | 1,000 | | | | | | 1,220 | |
|
New York State Urban Development Corp., Revenue Bonds, Series 2017 | |
4.000% due 03/15/2046 (c) | | | | | 3,000 | | | | | | 3,282 | |
|
New York State Urban Development Corp., Revenue Notes, Series 2019 | |
4.000% due 03/15/2048 (c) | | | | | 3,000 | | | | | | 3,302 | |
5.000% due 03/15/2040 (c) | | | | | 4,000 | | | | | | 4,847 | |
|
Niagara Tobacco Asset Securitization Corp., New York Revenue Bonds, Series 2014 | |
5.250% due 05/15/2034 | | | | | 500 | | | | | | 535 | |
5.250% due 05/15/2040 | | | | | 500 | | | | | | 532 | |
|
Onondaga County, New York Revenue Bonds, Series 2011 | |
5.000% due 12/01/2036 | | | | | 400 | | | | | | 432 | |
|
Port Authority of New York & New Jersey Revenue Bonds, Series 2010 | |
6.000% due 12/01/2036 | | | | | 600 | | | | | | 634 | |
|
Port Authority of New York & New Jersey Revenue Bonds, Series 2016 | |
5.250% due 11/15/2056 (c) | | | | | 3,500 | | | | | | 4,156 | |
|
Triborough Bridge & Tunnel Authority, New York Revenue Bonds, Series 2018 | |
5.000% due 11/15/2045 (c) | | | | | 4,000 | | | | | | 4,824 | |
|
Triborough Bridge & Tunnel Authority, New York Revenue Bonds, Series 2019 | |
5.000% due 11/15/2042 | | | | | 750 | | | | | | 924 | |
|
Troy Capital Resource Corp., New York Revenue Bonds, Series 2010 | |
5.125% due 09/01/2040 | | | | | 1,400 | | | | | | 1,453 | |
|
TSASC, Inc., New York Revenue Bonds, Series 2016 | |
5.000% due 06/01/2048 | | | | | 1,250 | | | | | | 1,202 | |
|
TSASC, Inc., New York Revenue Bonds, Series 2017 | |
5.000% due 06/01/2041 | | | | | 2,000 | | | | | | 2,181 | |
| | | | | | | | | | | | |
| | | | PRINCIPAL AMOUNT (000S) | | | | | MARKET VALUE (000S) | |
|
Ulster County, New York Capital Resource Corp. Revenue Bonds, Series 2017 | |
5.250% due 09/15/2047 | | $ | | | 500 | | | $ | | | 507 | |
|
Utility Debt Securitization Authority Revenue Bonds, Series 2015 | |
5.000% due 12/15/2037 (c) | | | | | 1,000 | | | | | | 1,182 | |
|
Westchester County Healthcare Corp., New York Revenue Bonds, Series 2010 | |
6.125% due 11/01/2037 | | | | | 600 | | | | | | 638 | |
|
Yonkers Economic Development Corp., New York Revenue Bonds, Series 2010 | |
6.000% due 10/15/2030 | | | | | 85 | | | | | | 88 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 94,872 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
OHIO 3.8% | |
|
Buckeye Tobacco Settlement Financing Authority, Ohio Revenue Bonds, Series 2007 | |
6.500% due 06/01/2047 | | | | | 1,950 | | | | | | 1,960 | |
| | | | | | | | | | | | |
Total Municipal Bonds & Notes (Cost $92,347) | | | 98,946 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
SHORT-TERM INSTRUMENTS 3.8% | |
| | | | | | | | | | | | |
REPURCHASE AGREEMENTS (d) 3.8% | |
| | | | | | | | | | | 1,987 | |
| | | | | | | | | | | | |
Total Short-Term Instruments (Cost $1,987) | | | 1,987 | |
| | | | | | | | | | | | |
|
| |
Total Investments in Securities (Cost $94,334) | | | 100,933 | |
|
| |
Total Investments 192.5% (Cost $94,334) | | | $ | | | 100,933 | |
| | | | | | | | | | | | |
Auction Rate Preferred Shares (56.2)% | | | | | | (29,450 | ) |
| | | | | | | | | | | | |
Other Assets and Liabilities, net (36.3)% | | | (19,038 | ) |
| | | | | | | | | | | | |
Net Assets Applicable to Common Shareholders 100.0% | | | $ | | | 52,445 | |
| | | | | | | | | | | | |
NOTES TO SCHEDULE OF INVESTMENTS:
* | A zero balance may reflect actual amounts rounding to less than one thousand. |
(a) | Security is not accruing income as of the date of this report. |
| | | | | | |
22 | | PIMCO CLOSED-END FUNDS | | | | See Accompanying Notes |
(Unaudited)
June 30, 2019
(c) | Represents an underlying municipal bond transferred to a tender option bond trust established in a tender option bond transaction in which the Fund sold, or caused the sale of, the underlying municipal bond and purchased the residual interest certificate. The security serves as collateral in a financing transaction. See Note 5, Tender Option Bond Transactions, in the Notes to Financial Statements for more information. |
BORROWINGS AND OTHER FINANCING TRANSACTIONS
(d) REPURCHASE AGREEMENTS:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Lending Rate | | | Settlement Date | | | Maturity Date | | | Principal Amount | | | Collateralized By | | Collateral (Received) | | | Repurchase Agreements, at Value | | | Repurchase Agreement Proceeds to be Received(1) | |
FICC | | | 2.000 | % | | | 06/28/2019 | | | | 07/01/2019 | | | $ | 1,987 | | | U.S. Treasury Notes 2.250% due 03/31/2021 | | $ | (2,031 | ) | | $ | 1,987 | | | $ | 1,987 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Repurchase Agreements | | | | | $ | (2,031 | ) | | $ | 1,987 | | | $ | 1,987 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BORROWINGS AND OTHER FINANCING TRANSACTIONS SUMMARY
The following is a summary by counterparty of the market value of Borrowings and Other Financing Transactions and collateral pledged/(received) as of June 30, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Repurchase Agreement Proceeds to be Received(1) | | | Payable for Reverse Repurchase Agreements | | | Payable for Sale-Buyback Transactions | | | Total Borrowings and Other Financing Transactions | | | Collateral Pledged/ (Received) | | | Net Exposure(2) | |
Global/Master Repurchase Agreement | | | | | | | | | | | | | | | | | | | | | | | | |
FICC | | $ | 1,987 | | | $ | 0 | | | $ | 0 | | | $ | 1,987 | | | $ | (2,031 | ) | | $ | (44 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Borrowings and Other Financing Transactions | | $ | 1,987 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes accrued interest. |
(2) | Net Exposure represents the net receivable/(payable) that would be due from/to the counterparty in the event of default. Exposure from borrowings and other financing transactions can only be netted across transactions governed under the same master agreement with the same legal entity. See Note 7, Master Netting Arrangements, in the Notes to Financial Statements for more information regarding master netting arrangements. |
FAIR VALUE MEASUREMENTS
The following is a summary of the fair valuations according to the inputs used as of June 30, 2019 in valuing the Fund’s assets and liabilities:
| | | | | | | | | | | | | | | | |
Category and Subcategory | | Level 1 | | | Level 2 | | | Level 3 | | | Fair Value at 06/30/2019 | |
Investments in Securities, at Value | | | | | | | | | | | | | | | | |
Municipal Bonds & Notes | | | | | | | | | | | | | | | | |
Illinois | | $ | 0 | | | $ | 2,114 | | | $ | 0 | | | $ | 2,114 | |
New York | | | 0 | | | | 94,872 | | | | 0 | | | | 94,872 | |
Ohio | | | 0 | | | | 1,960 | | | | 0 | | | | 1,960 | |
Short-Term Instruments | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | 0 | | | | 1,987 | | | | 0 | | | | 1,987 | |
Total Investments | | $ | 0 | | | $ | 100,933 | | | $ | 0 | | | $ | 100,933 | |
There were no significant transfers into or out of Level 3 during the period ended June 30, 2019.
| | | | | | |
See Accompanying Notes | | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 23 |
Notes to Financial Statements
1. ORGANIZATION
PIMCO New York Municipal Income Fund III (the “Fund”) is organized as aclosed-end management investment company registered under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Act”). The Fund was organized as a Massachusetts business trust on August 20, 2002. Pacific Investment Management Company LLC (“PIMCO” or the “Manager”) serves as the Fund’s investment manager.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is treated as an investment company under the reporting requirements of U.S. GAAP. The functional and reporting currency for the Fund is the U.S. dollar. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
(a) Securities Transactions and Investment Income Securities transactions are recorded as of the trade date for financial reporting purposes. Realized gains (losses) from securities sold are recorded on the identified cost basis. Securities purchased or sold on a when-issued or delayed-delivery basis may be settled beyond a standard settlement period for the security after the trade date. Dividend income is recorded on theex-dividend date, except certain dividends from foreign securities where theex-dividend date may have passed, which are recorded as soon as the Fund is informed of theex-dividend date. Interest income, adjusted for the accretion of discounts and amortization of premiums, is recorded on the accrual basis from settlement date, with the exception of securities with a forward starting effective date, where interest income is recorded on the accrual basis from effective date. For convertible securities, premiums attributable to the conversion feature are not amortized. Estimated tax liabilities on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized appreciation (depreciation) on investments on the Statement of Operations, as appropriate. Tax liabilities realized as a result of such security sales are reflected as a component of net realized gain (loss) on investments on the Statement of Operations. Paydown gains (losses) on mortgage-related and other asset-backed securities, if any, are recorded as components of interest income on the Statement of Operations. Income or short-term capital gain distributions received from registered investment companies, if any, are recorded as dividend income. Long-term capital gain distributions received from registered investment companies, if any, are recorded as realized gains.
Debt obligations may be placed onnon-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed fromnon-accrual status when the issuer resumes interest payments or when collectability of interest is probable.
| | | | | | |
24 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
(b) Distributions — Common Shares Distributions from net investment income, if any, are declared and distributed to shareholders monthly. Net realized capital gains earned by the Fund, if any, will be distributed no less frequently than once each year.
Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from U.S. GAAP. Differences between tax regulations and U.S. GAAP may cause timing differences between income and capital gain recognition. Further, the character of investment income and capital gains may be different for certain transactions under the two methods of accounting. As a result, income distributions and capital gain distributions declared during a fiscal period may differ significantly from the net investment income (loss) and realized gains (losses) reported on the Fund’s annual financial statements presented under U.S. GAAP.
If the Fund estimates that a portion of its distribution may be comprised of amounts from sources other than net investment income, in accordance with its policies and accounting practices, the Fund will notify shareholders of the estimated composition of such distribution through a Section 19 Notice. For these purposes, the Fund estimates the source or sources from which a distribution is paid, to the close of the period as of which it is paid, in reference to its internal accounting records and related accounting practices. If, based on such accounting records and practices, it is estimated that a particular distribution does not include capital gains orpaid-in surplus or other capital sources, a Section 19 Notice generally would not be issued. It is important to note that differences exist between the Fund’s daily internal accounting records and practices, the Fund’s financial statements presented in accordance with U.S. GAAP, and recordkeeping practices under income tax regulations. For instance, the Fund’s internal accounting records and practices may take into account, among other factors,tax-related characteristics of certain sources of distributions that differ from treatment under U.S. GAAP. Examples of such differences may include, among others, the treatment of paydowns on mortgage-backed securities purchased at a discount and periodic payments under interest rate swap contracts. Accordingly, among other consequences, it is possible that the Fund may not issue a Section 19 Notice in situations where the Fund’s financial statements prepared later and in accordance with U.S. GAAP and/or the final tax character of those distributions might later report that the sources of those distributions included capital gains and/or a return of capital. Please visit www.pimco.com for the most recent Section 19 Notice, if applicable, for additional information regarding the estimated composition of distributions. Final determination of a distribution’s tax character will be reported on Form 1099 DIV sent to shareholders for the calendar year.
Distributions classified as a tax basis return of capital at the Fund’s fiscal year end, if any, are reflected on the Statements of Changes in Net Assets and have been recorded to paid in capital on the Statement of Assets and Liabilities. In addition, other amounts have been reclassified between distributable earnings (accumulated loss) and paid in capital on the Statement of Assets and Liabilities to more appropriately conform U.S. GAAP to tax characterizations of distributions.
(c) New Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”), ASU2018-13 which modifies certain disclosure requirements for fair value measurements in Accounting Standards Codification (“ASC”) 820. The ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. At this time, management has elected to early adopt the amendments that allow for removal of certain disclosure requirements. Management plans to adopt the
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 25 |
Notes to Financial Statements(Cont.)
amendments that require additional fair value measurement disclosures for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Management is currently evaluating the impact of these changes on the financial statements.
3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS
(a) Investment Valuation Policies The net asset value (“NAV”) of the Fund’s shares is determined by dividing the total value of portfolio investments and other assets attributable to the Fund, less any liabilities, by the total number of shares outstanding of the Fund.
On each day that the New York Stock Exchange (“NYSE”) is open, Fund shares are ordinarily valued as of the close of regular trading (normally 4:00 p.m., Eastern time) (“NYSE Close”). Information that becomes known to the Fund or its agents after the time as of which NAV has been calculated on a particular day will not generally be used to retroactively adjust the price of a security or the NAV determined earlier that day. The Fund reserves the right to change the time as of which its NAV is calculated if the Fund closes earlier, or as permitted by the U.S. Securities and Exchange Commission (“SEC”).
For purposes of calculating a NAV, portfolio securities and other assets for which market quotes are readily available are valued at market value. Market value is generally determined on the basis of official closing prices or the last reported sales prices, or if no sales are reported, based on quotes obtained from established market makers or prices (including evaluated prices) supplied by the Fund’s approved pricing services, quotation reporting systems and other third-party sources (together, “Pricing Services”). The Fund will normally use pricing data for domestic equity securities received shortly after the NYSE Close and does not normally take into account trading, clearances or settlements that take place after the NYSE Close. If market value pricing is used, a foreign(non-U.S.) equity security traded on a foreign exchange or on more than one exchange is typically valued using pricing information from the exchange considered by PIMCO to be the primary exchange. A foreign(non-U.S.) equity security will be valued as of the close of trading on the foreign exchange, or the NYSE Close, if the NYSE Close occurs before the end of trading on the foreign exchange. Domestic and foreign(non-U.S.) fixed income securities,non-exchange traded derivatives, and equity options are normally valued on the basis of quotes obtained from brokers and dealers or Pricing Services using data reflecting the earlier closing of the principal markets for those securities. Prices obtained from Pricing Services may be based on, among other things, information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Certain fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date. Exchange-traded options, except equity options, futures and options on futures are valued at the settlement price determined by the relevant exchange. Swap agreements are valued on the basis of bid quotes obtained from brokers and dealers or market-based prices supplied by Pricing Services. The Fund’s investments inopen-end management investment companies, other than exchange-traded funds (“ETFs”), are valued at the NAVs of such investments.
Investments for which market quotes or market based valuations are not readily available are valued at fair value as determined in good faith by the Fund’s Board of Trustees (the “Board”) or persons acting at their direction. The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated to PIMCO the
| | | | | | |
26 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
responsibility for applying the fair valuation methods. In the event that market quotes or market based valuations are not readily available, and the security or asset cannot be valued pursuant to a Board approved valuation method, the value of the security or asset will be determined in good faith by the Board. Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/ask information, indicative market quotations (“Broker Quotes”), Pricing Services’ prices), including where events occur after the close of the relevant market, but prior to the NYSE Close, that materially affect the values of the Fund’s securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities trade do not open for trading for the entire day and no other market prices are available. The Board has delegated, to the Manager, the responsibility for monitoring significant events that may materially affect the values of the Fund’s securities or assets and for determining whether the value of the applicable securities or assets should be reevaluated in light of such significant events.
When the Fund uses fair valuation to determine the value of a portfolio security or other asset for purposes of calculating its NAV, such investments will not be priced on the basis of quotes from the primary market in which they are traded, but rather may be priced by another method that the Board or persons acting at their direction believe reflects fair value. Fair valuation may require subjective determinations about the value of a security. While the Fund’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security values as of the time of pricing, the Fund cannot ensure that fair values determined by the Board or persons acting at their direction would accurately reflect the price that the Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Fund may differ from the value that would be realized if the securities were sold.
(b) Fair Value Hierarchy U.S. GAAP describes fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into levels (Level 1, 2, or 3). The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Levels 1, 2, and 3 of the fair value hierarchy are defined as follows:
∎ | | Level 1 — Quoted prices in active markets or exchanges for identical assets and liabilities. |
∎ | | Level 2 — Significant other observable inputs, which may include, but are not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs. |
∎ | | Level 3 — Significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available, which may include assumptions made by the Board or persons acting at their direction that are used in determining the fair value of investments. |
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 27 |
Notes to Financial Statements(Cont.)
In accordance with the requirements of U.S. GAAP, the amounts of transfers into and out of Level 3, if material, are disclosed in the Notes to Schedule of Investments for the Fund.
For fair valuations using significant unobservable inputs, U.S. GAAP requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to realized gain (loss), unrealized appreciation (depreciation), purchases and sales, accrued discounts (premiums), and transfers into and out of the Level 3 category during the period. The end of period value is used for the transfers between Levels of the Fund’s assets and liabilities. Additionally, U.S. GAAP requires quantitative information regarding the significant unobservable inputs used in the determination of fair value of assets or liabilities categorized as Level 3 in the fair value hierarchy. In accordance with the requirements of U.S. GAAP, a fair value hierarchy, and if material, a Level 3 reconciliation and details of significant unobservable inputs, have been included in the Notes to Schedule of Investments for the Fund.
(c) Valuation Techniques and the Fair Value Hierarchy
Level 1 and Level 2 trading assets and trading liabilities, at fair value The valuation methods (or “techniques”) and significant inputs used in determining the fair values of portfolio securities or other assets and liabilities categorized as Level 1 and Level 2 of the fair value hierarchy are as follows:
Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. treasury obligations, sovereign issues, bank loans, convertible preferred securities andnon-U.S. bonds are normally valued on the basis of quotes obtained from brokers and dealers or Pricing Services that use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The Pricing Services’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.
Fixed income securities purchased on a delayed-delivery basis or as a repurchase commitment in a sale-buyback transaction are marked to market daily until settlement at the forward settlement date and are categorized as Level 2 of the fair value hierarchy.
Level 3 trading assets and trading liabilities, at fair value When a fair valuation method is applied by PIMCO that uses significant unobservable inputs, investments will be priced by a method that the Board or persons acting at their direction believe reflects fair value and are categorized as Level 3 of the fair value hierarchy.
Short-term debt instruments (such as commercial paper) having a remaining maturity of 60 days or less may be valued at amortized cost, so long as the amortized cost value of such short-term debt instruments is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. These securities are categorized as Level 2 or Level 3 of the fair value hierarchy depending on the source of the base price.
| | | | | | |
28 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
4. SECURITIES AND OTHER INVESTMENTS
Investments in Securities
The Fund may utilize the investments and strategies described below to the extent permitted by the Fund’s investment policies.
Securities Issued by U.S. Government Agencies or Government-Sponsored Enterprises are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), are supported by the full faith and credit of the U.S. Government; others, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); and others, such as those of the Federal National Mortgage Association (“FNMA” or “Fannie Mae”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations. U.S. Government securities may include zero coupon securities which do not distribute interest on a current basis and tend to be subject to a greater risk than interest-paying securities of similar maturities.
Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the U.S. Government. FHLMC issues Participation Certificates (“PCs”), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government. Instead, they are supported only by the discretionary authority of the U.S. Government to purchase the agency’s obligations.
5. BORROWINGS AND OTHER FINANCING TRANSACTIONS
The Fund may enter into the borrowings and other financing transactions described below to the extent permitted by the Fund’s investment policies.
The following disclosures contain information on the Fund’s ability to lend or borrow cash or securities to the extent permitted under the Act, which may be viewed as borrowing or financing transactions by the Fund. The location of these instruments in the Fund’s financial statements is described below. For a detailed description of credit and counterparty risks that can be associated with borrowings and other financing transactions; please see Note 6, Principal Risks.
(a) Repurchase Agreements Under the terms of a typical repurchase agreement, the Fund purchases an underlying debt obligation (collateral) subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time. In an open maturity repurchase agreement, there is nopre-determined repurchase date and the agreement can
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 29 |
Notes to Financial Statements(Cont.)
be terminated by the Fund or counterparty at any time. The underlying securities for all repurchase agreements are held by the Fund’s custodian or designated subcustodians undertri-party repurchase agreements and in certain instances will remain in custody with the counterparty. The market value of the collateral must be equal to or exceed the total amount of the repurchase obligations, including interest. Repurchase agreements, if any, including accrued interest, are included on the Statement of Assets and Liabilities. Interest earned is recorded as a component of interest income on the Statement of Operations. In periods of increased demand for collateral, the Fund may pay a fee for the receipt of collateral, which may result in interest expense to the Fund.
(b) Tender Option Bond Transactions In a tender option bond transaction (“TOB”), a tender option bond trust (“TOB Trust”) issues floating rate certificates (“TOB Floater”) and residual interest certificates (“TOB Residual”) and utilizes the proceeds of such issuances to purchase a fixed rate municipal bond (“Fixed Rate Bond”) that is either owned or identified by the Fund. The TOB Floater is generally issued to third party investors (typically a money market fund) and the TOB Residual is generally issued to the Fund that sold or identified the Fixed Rate Bond. The TOB Trust divides the income stream provided by the Fixed Rate Bond to create two securities, the TOB Floater, which is a short-term security, and the TOB Residual, which is a longer-term security. The interest rates payable on the TOB Residual issued to the Fund bear an inverse relationship to the interest rate on the TOB Floater. The interest rate on the TOB Floater is reset by a remarketing process typically every 7 to 35 days. After income is paid on the TOB Floater at current rates, the residual income from the Fixed Rate Bond goes to the TOB Residual. Therefore, rising short-term rates result in lower income for the TOB Residual, and vice versa. In the case of a TOB Trust that utilizes the cash received (less transaction expenses) from the issuance of the TOB Floater and TOB Residual to purchase the Fixed Rate Bond from the Fund, the Fund may then invest the cash received in additional securities, generating leverage for the Fund. Other PIMCO-managed accounts may also contribute municipal bonds to a TOB Trust into which the Fund has contributed Fixed Rate Bonds. If multiple PIMCO-managed accounts participate in the same TOB Trust, the economic rights and obligations under the TOB Residual will be shared among the funds ratably in proportion to their participation in the TOB Trust.
The TOB Residual may be more volatile and less liquid than other municipal bonds of comparable maturity. In most circumstances the TOB Residual holder bears substantially all of the underlying Fixed Rate Bond’s downside investment risk and also benefits from any appreciation in the value of the underlying Fixed Rate Bond. Investments in a TOB Residual typically will involve greater risk than investments in Fixed Rate Bonds.
A TOB Residual held by the Fund provides the Fund with the right to: (1) cause the holders of the TOB Floater to tender their notes at par, and (2) cause the sale of the Fixed Rate Bond held by the TOB Trust, thereby collapsing the TOB Trust. TOB Trusts are generally supported by a liquidity facility provided by a third party bank or other financial institution (the “Liquidity Provider”) that provides for the purchase of TOB Floaters that cannot be remarketed. The holders of the TOB Floaters have the right to tender their certificates in exchange for payment of par plus accrued interest on a periodic basis (typically weekly) or on the occurrence of certain mandatory tender events. The tendered TOB Floaters are remarketed by a remarketing agent, which is typically an affiliated entity of the Liquidity Provider. If the TOB Floaters cannot be remarketed, the TOB Floaters are purchased by the TOB Trust either from the proceeds of a loan from the Liquidity Provider or from a liquidation of the Fixed Rate Bond.
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30 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
The TOB Trust may also be collapsed without the consent of the Fund, as the TOB Residual holder, upon the occurrence of certain “tender option termination events” (or “TOTEs”) as defined in the TOB Trust agreements. Such termination events typically include the bankruptcy or default of the Fixed Rate Bond, a substantial downgrade in credit quality of the Fixed Rate Bond, or a judgment or ruling that interest on the Fixed Rate Bond is subject to Federal income taxation. Upon the occurrence of a termination event, the TOB Trust would generally be liquidated in full with the proceeds typically applied first to any accrued fees owed to the trustee, remarketing agent and liquidity provider, and then to the holders of the TOB Floater up to par plus accrued interest owed on the TOB Floater and a portion of gain share, if any, with the balance paid out to the TOB Residual holder. In the case of a mandatory termination event (“MTE”), after the payment of fees, the TOB Floater holders would be paid before the TOB Residual holders (i.e., the Fund). In contrast, in the case of a TOTE, after payment of fees, the TOB Floater holders and the TOB Residual holders would be paid pro rata in proportion to the respective face values of their certificates.
The Fund’s transfer of Fixed Rate Bonds to a TOB Trust is considered a secured borrowing for financial reporting purposes. The cash received by the TOB Trust from the sale of the TOB Floaters, less certain transaction expenses, is paid to the Fund. The Fund typically invests the cash received in additional municipal bonds. The Fund accounts for the transactions described above as secured borrowings by including the Fixed Rate Bonds in their Schedule of Investments, and account for the TOB Floater as a liability under the caption “Payable for tender option bond floating rate certificates” in the Fund’s Statement of Assets and Liabilities. Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by the Fund on an accrual basis and is shown as interest on the Statement of Operations. Interest expense incurred on the secured borrowing is shown as interest expense on the Statement of Operations.
The Fund may also purchase TOB Residuals in a secondary market transaction without transferring a fixed rate municipal bond into a TOB Trust. Such transactions are not accounted for as secured borrowings but rather as a security purchase with the TOB Residual being included in the Schedule of Investments.
In December 2013, regulators finalized rules implementing Section 619 (the “Volcker Rule”) and Section 941 (the “Risk Retention Rules”) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Both the Volcker Rule and the Risk Retention Rules apply to tender option bond programs. The Volcker Rule precludes banking entities from (i) sponsoring or acquiring interests in the trusts used to hold a municipal bond in the creation of TOB Trusts; and (ii) continuing to service or maintain relationships with existing programs involving TOB Trusts to the same extent and in the same capacity as existing programs. The Risk Retention Rules require the sponsor to a TOB Trust (e.g, the Fund) to retain at least five percent of the credit risk of the underlying assets supporting to the TOB Trust’s municipal bonds. The Risk Retention Rules may adversely affect the Fund’s ability to engage in tender option bond trust transactions or increase the costs of such transactions in certain circumstances.
In response to these rules, industry participants explored various structuring alternatives for TOB Trusts established after December 31, 2013 and TOB Trusts established prior to December 31, 2013 (“Legacy TOB Trusts”) and agreed on a new tender option bond structure in which the Fund hires service providers to assist with establishing, structuring and sponsoring a TOB Trust. Service
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 31 |
Notes to Financial Statements(Cont.)
providers to a TOB Trust, such as administrators, liquidity providers, trustees and remarketing agents act at the direction of, and as agent of, the Fund as the TOB residual holders.
The Fund has restructured its Legacy TOB Trusts in conformity with regulatory guidelines. Under the new TOB Trust structure, the Liquidity Provider or remarketing agent will no longer purchase the tendered TOB Floaters, even in the event of failed remarketing. This may increase the likelihood that a TOB Trust will need to be collapsed and liquidated in order to purchase the tendered TOB Floaters. The TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered TOB Floaters. Any loans made by the Liquidity Provider will be secured by the purchased TOB Floaters held by the TOB Trust and will be subject to an interest rate agreed upon with the liquidity provider.
For the period ended June 30, 2019, the Fund’s average leverage outstanding from the use of TOB transactions and the daily weighted average interest rate, including fees, is as follows:
| | |
Average Leverage Outstanding (000s) | | Weighted Average Interest Rate* |
| |
$ 18,346 | | 2.18% |
6. PRINCIPAL RISKS
In the normal course of business, the Fund trades financial instruments and enters 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 more comprehensive list of potential risks the Fund may be subject to, please see the Important Information About the Fund.
Market Risks The Fund’s investments in financial derivative instruments and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign(non-U.S.) currency, equity and commodity risks.
Interest rate risk is the risk that fixed income securities and other instruments held by the Fund will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the 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 the Fund may lose money if these changes are not anticipated by the Fund’s management. Variable rate securities may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. The Fund may not be able to hedge against changes in interest rates or may choose not to do so for cost or other reasons. In addition, any hedges may not work as intended.
Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. 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
| | | | | | |
32 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
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 three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Convexity is an additional measure used to understand a security’s interest rate sensitivity. Convexity measures the rate of change of duration in response to changes in interest rates and may be positive or negative. Securities with negative convexity may experience greater losses during periods of rising interest rates, and accordingly the Fund holding such securities may be subject to a greater risk of losses in periods of rising interest rates.
A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). This is especially true under current economic conditions because interest rates are near historically low levels. Thus, the Fund currently faces a heightened level of interest rate risk, especially as the Federal Reserve Board ended its quantitative easing program in October 2014 and raised interest rates several times thereafter before lowering them in July 2019. Interest rates may change in the future depending upon the Federal Reserve Board’s view of economic growth, inflation, employment and other market factors. To the extent the Federal Reserve Board raises interest rates, there is a risk that rates across the financial system may rise. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns. 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 the Fund is exposed to such 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 the Fund to lose value.
The market values of the Fund’s investments may decline due to general market conditions which are not specifically related to a particular company or issuer, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. 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 events will disrupt the economy on a national or global level.
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 33 |
Notes to Financial Statements(Cont.)
Credit and Counterparty Risks The Fund will be exposed to credit risk to parties with whom it trades and will also bear the risk of settlement default. The Fund seeks to minimize concentrations of credit risk by undertaking transactions with a large number of counterparties on recognized and reputable exchanges, where applicable. Over the counter (“OTC”) derivative transactions are 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 the Fund’s clearing broker, or the clearinghouse itself, rather than with a counterparty in an OTC derivative transaction. The Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a financial derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.
Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default. PIMCO, as the Manager, seeks to minimize counterparty risks to the Fund through a number of ways. Prior to entering into transactions with a new counterparty, the PIMCO Counterparty Risk Committee conducts an extensive credit review of such counterparty and must approve the use of such counterparty. Furthermore, pursuant to the terms of the underlying contract, to the extent that unpaid amounts owed to the Fund exceed a predetermined threshold, such counterparty is required to advance collateral to the Fund in the form of cash or securities equal in value to the unpaid amount owed to the Fund. The Fund may invest such collateral in securities or other instruments and will typically pay interest to the counterparty on the collateral received. If the unpaid amount owed to the Fund subsequently decreases, the Fund would be required to return to the counterparty all or a portion of the collateral previously advanced. PIMCO’s attempts to minimize counterparty risk may, however, be unsuccessful.
All transactions in listed securities are settled/paid for upon delivery using approved counterparties. The risk of default is considered minimal, as delivery of securities sold is only made once the Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligation.
To the extent the Fund has a policy to limit the net amount owed to or to be received from a single counterparty under existing swap agreements, such limitation only applies to counterparties to OTC swaps and does not apply to centrally cleared swaps where the counterparty is a central counterparty or derivatives clearing organization.
7. MASTER NETTING ARRANGEMENTS
The Fund may be subject to various netting arrangements (“Master Agreements”) with select counterparties. Master Agreements govern the terms of certain transactions, and are intended to reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that is intended to improve legal certainty. Each type of Master Agreement governs certain types of transactions. Different types of transactions may be traded out of different legal entities or affiliates of a particular organization, resulting in the need for
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34 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
multiple agreements with a single counterparty. As the Master Agreements are specific to unique operations of different asset types, they allow the Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single Master Agreement with a counterparty. For financial reporting purposes the Statement of Assets and Liabilities generally present derivative assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting.
Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements atpre-arranged exposure levels. Under most Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 depending on the counterparty and the type of Master Agreement. United States Treasury Bills and U.S. dollar cash are generally the preferred forms of collateral, although other securities may be used depending on the terms outlined in the applicable Master Agreement. Securities and cash pledged as collateral are reflected as assets on the Statement of Assets and Liabilities as either a component of Investments at value (securities) or Deposits with counterparty. Cash collateral received is not typically held in a segregated account and as such is reflected as a liability on the Statement of Assets and Liabilities as Deposits from counterparty. The market value of any securities received as collateral is not reflected as a component of NAV. The Fund’s overall exposure to counterparty risk can change substantially within a short period, as it is affected by each transaction subject to the relevant Master Agreement.
Master Repurchase Agreements and Global Master Repurchase Agreements (individually and collectively “Master Repo Agreements”) govern repurchase, reverse repurchase, and certain sale-buyback transactions between the Fund and select counterparties. Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral. The market value of transactions under the Master Repo Agreement, collateral pledged or received, and the net exposure by counterparty as of period end are disclosed in the Notes to Schedule of Investments.
8. FEES AND EXPENSES
(a) Management Fee Pursuant to the Investment Management Agreement with PIMCO (the “Agreement”), and subject to the supervision of the Board, PIMCO is responsible for providing the Fund investment guidance and policy direction in connection with the management of the Fund, including oral and written research, analysis, advice, and statistical and economic data and information. In addition, pursuant to the Agreement and subject to the general supervision of the Board, PIMCO, at its expense, provides or causes to be furnished most other supervisory and administrative services the Fund requires, including but not limited to, expenses of most third-party service providers (e.g., audit, custodial, legal, transfer agency, printing) and other expenses, such as those associated with insurance, proxy solicitations and mailings for shareholder meetings, NYSE listing and related fees, tax services, valuation services and other services the Fund requires for its daily operations.
Pursuant to the Agreement, PIMCO receives an annual fee, payable monthly, at the annual rate of 0.86%. The management fee is calculated based on the Fund’s average daily NAV (including daily net assets attributable to any preferred shares of the Fund that may be outstanding).
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 35 |
Notes to Financial Statements(Cont.)
(b) Fund Expenses The Fund bears other expenses, which may vary and affect the total level of expenses paid by shareholders, such as (i) salaries and other compensation or expenses, including travel expenses of any of the Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (ii) taxes and governmental fees, if any, levied against the Fund; (iii) brokerage fees and commissions and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring specialized loans and other investments made by the Fund, subject to specific or general authorization by the Fund’s Board (for example,so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments))); (iv) expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (v) costs, including interest expense, of borrowing money or engaging in other types of leverage financing, including, without limitation, through the use by the Fund of reverse repurchase agreements, tender option bonds, bank borrowings and credit facilities; (vi) costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Fund and other related requirements in the Fund’s organizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other senior securities for the purpose of incurring leverage; (vii) fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests; (viii) dividend and interest expenses on short positions taken by the Fund; (ix) fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (x) extraordinary expenses, including extraordinary legal expenses, that may arise, including expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations of the Fund to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto; (xi) organizational and offering expenses of the Fund, including with respect to share offerings, such as rights offerings and shelf offerings, following the Fund’s initial offering, and expenses associated with tender offers and other share repurchases and redemptions; and (xii) expenses of the Fund which are capitalized in accordance with U.S. GAAP.
Each of the Trustees of the Fund who is not an interested person under Section 2(a)(19) of the Act, (the “Independent Trustees”) also serves as a trustee of a number of otherclosed-end funds for which PIMCO serves as investment manager (together with the Fund, the “PIMCOClosed-End Funds”), as well as PIMCO Flexible Credit Income Funds and PIMCO Flexible Municipal Income Fund, each a closed end management investment company managed by PIMCO that is operated as an “interval fund” (the “PIMCO Interval Funds”), and PIMCO-Managed Accounts Trust, anopen-end management investment company with multiple series for which PIMCO serves as investment adviser and administrator (“PMAT” and, together with the PIMCOClosed-End Funds and the PIMCO Interval Funds, the “PIMCO-Managed Funds”). In addition, each of the Independent Trustees also serves as a trustee of certain investment companies (together, the “Allianz-Managed Funds”), for which Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), an affiliate of PIMCO, serves as investment manager. The Fund pays no compensation directly to any Trustee or any other officer who is affiliated with the
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36 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
administrator, all of whom receive remuneration for their services to the Fund from the administrator or its affiliates. Prior to the close of business on September 5, 2014, a predecessor entity of AllianzGI U.S. served as investment manager of PMAT and the PIMCOClosed-End Funds other than PIMCO Energy and Tactical Credit Opportunities Fund.
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 Statement of Assets and Liabilities.
10. GUARANTEES AND INDEMNIFICATIONS
Under the 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 Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts.
11. PURCHASES AND SALES OF SECURITIES
The length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by the Fund is known as “portfolio turnover.” The Fund may engage in frequent and active trading of portfolio securities to achieve its investment objective, particularly during periods of volatile market movements. High portfolio turnover may involve correspondingly greater transaction costs, including brokerage commissions or dealermark-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 the 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 June 30, 2019, were as follows (amounts in thousands†):
| | | | | | | | | | | | | | |
U.S. Government/Agency | | | All Other | |
| | | |
Purchases | | | Sales | | | Purchases | | | Sales | |
| | | |
$ | 0 | | | $ | 0 | | | $ | 18,481 | | | $ | 10,142 | |
| | | | | | | | | | | | | | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
12. AUCTION-RATE PREFERRED SHARES
The series A of Auction-Rate Preferred Shares (“ARPS”) outstanding of the 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.
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 37 |
Notes to Financial Statements(Cont.)
For the period ended June 30, 2019, the annualized dividend rates on the ARPS ranged from:
| | | | | | | | | | | | | | | | |
| | Shares Issued and Outstanding | | | High | | | Low | | | As of June 30, 2019 | |
| | | | |
Series A | | | 1,178 | | | | 3.740 | % | | | 2.602 | % | | | 3.048 | % |
The Fund is subject to certain limitations and restrictions while ARPS are outstanding. Failure to comply with these limitations and restrictions could preclude the 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.
Preferred shareholders of the 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.
Sincemid-February 2008, holders of ARPS issued by the Fund have been directly impacted by a lack of liquidity, which has similarly affected ARPS holders in many of the nation’sclosed-end funds. Since then, regularly scheduled auctions for ARPS issued by the Fund has 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 Fund in the table below.
| | | | | | | | | | | | |
Applicable % | | | | | Reference Rate | | | | | Maximum Rate |
| | | | | | The higher of 30-day “AA” Composite Commercial Paper Rates | | | | | | |
110%1 | | | x | | | OR | | | = | | | Maximum Rate for the Fund |
| | | | | | 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 Obligations Rate” means 90% of the quotient of (A) the per annum rate expressed on an interest equivalent basis equal to the S&P Municipal Bond7-day High Grade Rate Index divided by (B) 1.00 minus the Marginal Tax Rate (defined as the maximum marginal regular Federal individual income tax rate applicable to an individual’s or a corporation’s ordinary income, whichever is greater). |
The maximum rate is a function of short-term interest rates and is typically higher than the rate that would have otherwise been set through a successful auction. If the Fund’s 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 the Fund’s common shareholders could be adversely affected.
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38 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
June 30, 2019
On July 20, 2018, the Fund commenced a voluntary tender offer for up to 100% of its outstanding ARPS at a price equal to 85% of the ARPS’ per share liquidation preference of $25,000 (or $21,250 per share) and any unpaid dividends accrued through the expiration of the tender offer (the “Tender Offer”).
On September 12, 2018, the Fund announced the expiration and results of its Tender Offer. Details of the ARPS tendered and not withdrawn for the Fund for the reporting period ended December 31, 2018 are provided in the table below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Liquidation Preference Per Share | | | Tender Offer Price Per Share | | | Price Percentage | | | Cash Exchanged for ARPS Tendered | | | ARPS Outstanding as of 06/30/2018 | | | ARPS Tendered | | | ARPS Outstanding After Tender Offer as of 12/31/2018 | |
| | | | | | |
$ | 25,000 | | | $ | 21,250 | | | | 85% | | | $ | 2,167,500 | | | | 1,280 | | | | 102 | | | | 1,178 | |
13. REGULATORY AND LITIGATION MATTERS
The Fund is not named as a defendant in any material litigation or arbitration proceedings and is not aware of any material litigation or claim pending or threatened against it.
The foregoing speaks only as of the date of this report.
14. FEDERAL INCOME TAX MATTERS
The 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.
The 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 Fund’s tax positions for all open tax years. As of June 30, 2019, the Fund has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions it has taken or expects to take in future tax returns.
The Fund files U.S. federal, state, and local tax returns as required. The Fund’s 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.
Under the Regulated Investment Company Modernization Act of 2010, the 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.
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| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 39 |
Notes to Financial Statements(Cont.)
(Unaudited)
June 30, 2019
As of its last fiscal year ended December 31, 2018, the Fund had the following post-effective capital losses with no expiration (amounts in thousands†):
| | | | | | | | | | | | |
| | | | | Short-Term | | | Long-Term | |
| | | |
PIMCO New York Municipal Income Fund III | | | | | | $ | 125 | | | $ | 0 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
As of June 30, 2019, 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)(1) | |
| | | |
$ | 94,334 | | | $ | 6,682 | | | $ | (83) | | | $ | 6,599 | |
† | A zero balance may reflect actual amounts rounding to less than one thousand. |
(1) | Primary differences, if any, between book and tax net unrealized appreciation/(depreciation) are attributable to wash sale loss deferrals for Federal income tax purposes. |
15. SUBSEQUENT EVENTS
In preparing the financial statements, the Fund’s management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
On July 1, 2019, the distribution of $0.03549 per common share was declared to shareholders payable August 1, 2019 to shareholders of record on July 12, 2019.
On August 1, 2019, the distribution of $0.03549 per common share was declared to shareholders payable September 3, 2019 to shareholders of record on August 12, 2019.
There were no other subsequent events identified that require recognition or disclosure.
| | | | | | |
40 | | PIMCO CLOSED-END FUNDS | | | | |
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 | | | | |
|
Municipal Bond or Agency Abbreviations: |
AGC | | Assured Guaranty Corp. | | FHA | | Federal Housing Administration |
|
Other Abbreviations: |
TBA | | To-Be-Announced | | | | |
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 41 |
Changes to Board of Trustees
(Unaudited)
Effective January 1, 2019, Craig Dawson resigned from the Board.
Effective January 1, 2019, Sarah Cogan was appointed by the Board as a Trustee of the Fund.
Effective January 1, 2019, David Fisher was appointed by the Board as a Trustee of the Fund.
| | | | | | |
42 | | PIMCO CLOSED-END FUNDS | | | | |
Approval of Investment Management Agreement
(Unaudited)
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that both the full Board of Trustees (the “Board” or the “Trustees”) and a majority of the Trustees who are not “interested persons” of New York Municipal Income Fund III (the “Fund”), as that term is defined in the 1940 Act (the “Independent Trustees”), voting separately, annually approve the continuation of the Investment Management Agreement between the Fund and Pacific Investment Management Company LLC (“PIMCO”) (the “Agreement”). At anin-person meeting held on June 18, 2019 (the “Approval Meeting”), the Board, including the Independent Trustees, formally considered and unanimously approved the continuation of the Agreement for an additionalone-year period commencing on August 1, 2019.
In addition to the Approval Meeting, the annual contract review process with respect to the Agreement also involved multiple planning discussions and meetings of the Contracts Committees of the Board (collectively, the “Committee”) to ensure that (i) PIMCO would have time to respond to any questions from the Independent Trustees resulting from their initial review of the contract review materials and (ii) the Independent Trustees would have time to consider those responses (the Approval Meeting, together with such planning discussions and Committee meetings, the “Contract Renewal Meetings”). Throughout the process, the Independent Trustees received legal advice from independent legal counsel that is experienced in 1940 Act matters and independent of PIMCO (“Independent Counsel”), and with whom they met separately from PIMCO during the Contract Renewal Meetings. Representatives from Fund management attended portions of the Contract Renewal Meetings. The Committee also received and reviewed a memorandum from Independent Counsel regarding the Trustees’ responsibilities in evaluating the Agreement.
In connection with their deliberations regarding the proposed continuation of the Agreement, the Trustees, including the Independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Trustees also considered the nature, quality and extent of the various investment management, administrative and other services performed by PIMCO under the Agreement.
In evaluating the Agreement, the Board, including the Independent Trustees, reviewed extensive materials provided by PIMCO in response to questions submitted by the Independent Trustees and Independent Counsel, and met with senior representatives of PIMCO regarding its personnel, operations, and financial condition as they relate to the Fund. The Trustees also considered the broad range of information relevant to the annual contract review that is provided to the Board (including its various standing committees) at meetings throughout the year, including reports on investment performance based on net asset value, common share market price and distribution yield, use of leverage, information regarding share price premiums and/or discounts, portfolio risk, and other portfolio information for the Fund, as well as periodic reports on, among other matters, pricing and valuation; quality and cost of portfolio trade execution; compliance; and shareholder and other services provided by PIMCO and its affiliates. To assist with their review, the Trustees reviewed summaries prepared by PIMCO assigning a quadrant placement to the Fund (the “Fund Scoring Summaries”) based on an average of seven measures, including fees/expenses versus performance(one-year, three-year and five-year performance for the periods ended December 31, 2018, in each case, versus a Fund’s management fees or total expense ratio), and distribution yield quartile rank within its Broadridge Performance Universe (as defined below) for theone-year period ended
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 43 |
Approval of Investment Management Agreement(Cont.)
December 31, 2018. The Fund Scoring Summaries were based on net assets, one showing total expenses inclusive of interest and borrowing expenses and the other showing total expenses
exclusive of interest and borrowing expenses. They also considered a fund card for the Fund including, among other information, performance based on net asset value and market value (both absolute and compared against its Broadridge Performance Universe (as defined below)), investment objective and strategy, portfolio managers, assets under management, outstanding leverage, share price premium and/or discount information, annual fund operating expenses, total expense ratio and management fee comparisons between the Fund and its Broadridge Expense Group (as defined below) and trends in profitability to PIMCO from its advisory relationship with the Fund.
The Trustees’ conclusions as to the continuation of the Agreement were based on a comprehensive consideration of all information provided to the Trustees and were not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, attributing different weights to various factors.
Nature, Extent and Quality of Services
As part of their review, the Trustees received and considered descriptions of various functions performed by PIMCO for the Fund, such as portfolio management, compliance monitoring, portfolio trading practices, and oversight of third party service providers. They also considered information regarding the overall organization and business functions of PIMCO, including, without limitation, information regarding senior management, portfolio managers and other personnel providing or proposed to provide investment management, administrative and other services, and corporate ownership and business operations unrelated to the Fund. The Trustees examined PIMCO’s abilities to provide high-quality investment management and other services to the Fund. Among other information, the Trustees considered the investment philosophy and research and decision-making processes of PIMCO; the experience of key advisory personnel of PIMCO responsible for portfolio management of the Fund; information regarding the Fund’s use of leverage; the ability of PIMCO to attract and retain capable personnel; the background and capabilities of the senior management and staff of PIMCO; employee compensation; and the operational infrastructure, including technology and systems, of PIMCO.
In addition, the Trustees noted the extensive range of services that PIMCO provides to the Fund beyond investment management services. In this regard, the Trustees reviewed the extent and quality of PIMCO’s services with respect to regulatory compliance and ability to comply with the investment policies of the Fund; the compliance programs and risk controls of PIMCO; the specific contractual obligations of PIMCO pursuant to the Agreement; the nature, extent, and quality of the supervisory and administrative services PIMCO is responsible for providing to the Fund; PIMCO’s risk management function; and conditions that might affect PIMCO’s ability to provide high-quality services to the Fund in the future under the Agreement, including, but not limited to, PIMCO’s financial condition and operational stability. The Trustees also took into account the entrepreneurial and business risk PIMCO has undertaken as investment manager and sponsor of the Fund for which it is entitled to reasonable compensation. Specifically, the Trustees considered that PIMCO’s responsibilities include continual management of investment, operational, enterprise, legal, regulatory, and compliance risks as they relate to the Fund. The Trustees also noted PIMCO’s
| | | | | | |
44 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
activities under its contractual obligation to oversee the Fund’s various outside service providers, including its negotiation of certain service providers’ fees and its evaluation of service providers’ infrastructure, cybersecurity programs, compliance programs, and business continuity programs, among other matters. It also considered PIMCO’s ongoing development of its own infrastructure and information technology to support the Fund through, among other things, cybersecurity, business continuity planning, and risk management.
Based on the foregoing, the Trustees concluded that PIMCO’s investment process, research capabilities and philosophy were well suited to the Fund given its investment objective and policies, and that PIMCO would be able to continue to meet any reasonably foreseeable obligations under the Agreement, and that PIMCO would otherwise be able to provide services to the Fund of sufficient extent and quality.
Fee and Expense Information
In assessing the reasonableness of the Fund’s fees and expenses under the Agreement, the Trustees considered, among other information, the Fund’s management fee and its total expense ratio as a percentage of average net assets attributable to common shares and as a percentage of average managed assets (including assets attributable to common shares and leverage outstanding), in comparison to information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), including the management fees and other expenses of a smaller sample of comparable funds with different investment advisers identified by Broadridge (the “Broadridge Expense Group”) as well as of a larger sample of comparable funds identified by Broadridge (the “Broadridge Expense Universe”). The total expense ratio information was provided both inclusive and exclusive of interest and borrowing expenses. Fund-specific comparative fees/expenses reviewed by the Trustees are discussed below. The Fund-specific fee and expense results discussed below were prepared and provided by Broadridge and were not independently verified by the Trustees.
The Trustees noted that, while the Fund is not currently charged a separate administration fee (recognizing that its management fees include a component for administrative services under the unitary fee arrangement), it was not clear in all cases whether the peer funds in the Broadridge expense categories were separately charged such a fee by their investment managers, so that the total expense ratio, as opposed to any individual expense component, represented the most relevant comparison. In addition, the Trustees considered current Fund asset levels as compared to prior years. The Trustees also considered that the total expense ratio seems to provide a more apt comparison than the Fund’s management fee because the Fund’s unitary fee arrangement covers other supervisory and administrative services required by the Fund that are typically paid for or incurred by peerclosed-end funds directly in addition to a fund’s management fee (such as fees and expenses, “Operating Expenses”), as discussed below. It was noted that the total expense ratio comparisons reflect the effect of expense waivers/reimbursements, if any. The Trustees considered total expense ratio comparisons both including and excluding interest and borrowing expenses. The Trustees noted that only leveragedclosed-end funds were considered for inclusion in the Broadridge Expense Groups and Broadridge Expense Universes presented for comparison with the Fund.
To the extent applicable, the Trustees considered information regarding the investment performance and fees for other funds and accounts managed by PIMCO, if any, with similar investment strategies
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 45 |
Approval of Investment Management Agreement(Cont.)
to those of the Fund. The Trustees considered information provided by PIMCO indicating that, in comparison to certain other products managed by PIMCO, includingopen-end funds and exchange traded funds, there are additional portfolio management challenges in managingclosed-end funds such as the Fund. For example, the challenges associated with managingclosed-end funds may include less liquid holdings, the use of leverage, issues relating to trading on a national exchange and attempting to meet a regular dividend. The Trustees were advised by PIMCO that, in light of these additional challenges, different pricing structures betweenclosed-end funds and other products managed by PIMCO are to be expected, and that comparisons of pricing structures across these products may not always be apt comparisons, even where other products have similar investment objectives and strategies to those of the Fund.
The Trustees also took into account that the Fund has preferred shares outstanding, which increases the amount of management fees payable by the Fund under the Agreement (because the Fund’s fees are calculated based on net assets, including assets attributable to preferred shares outstanding). In this regard, the Trustees took into account that PIMCO has a financial incentive for the Fund to continue to use leverage (in the form of preferred shares), which may create a conflict of interest between PIMCO, on one hand, and the Fund’s common shareholders, on the other. Therefore, the Trustees noted that the total fees paid by the Fund to PIMCO under the Fund’s unitary fee arrangement would therefore vary more with increases and decreases in applicable leverage attributable to preferred shares incurred by the Fund than under anon-unitary fee arrangement, all other things being equal. The Trustees considered information provided by PIMCO and related presentations as to why the Fund’s use of leverage continues to be appropriate and in the best interests of the Fund under current market conditions. The Trustees took into account that the Fund conducted a voluntary tender offer for its auction rate preferred shares (“ARPS”), which was completed on September 11, 2018, and resulted in a portion of the Fund’s ARPS being redeemed at a discount to their liquidation preference (i.e., face value), and that the redeemed leverage was effectively replaced through another form of leverage by the Fund. The Trustees also considered PIMCO’s representation that it will use leverage for the Fund solely as it determines to be in the best interests of the Fund from an investment perspective and without regard to the level of compensation PIMCO receives.
The Trustees noted that, for the Fund, the contractual management fee rate for the Fund under its unitary fee arrangement was above the median contractual management fees of the other funds in its Broadridge Expense Group, calculated both on average net assets and on average managed assets. However, in this regard, the Trustees took into account that the Fund’s unitary fee arrangement covers substantially all of the Fund’s Operating Expenses and therefore, all other things being equal, would tend to be higher than the contractual management fee rates of other funds in the applicable Broadridge Expense Group, which generally do not have a unitary fee structure and bear Operating Expenses directly and in addition to the management fee. The Trustees determined that a review of the Fund’s total expense ratio with the total expense ratios of peer funds would generally provide more meaningful comparisons than considering contractual management fee rates in isolation.
In this regard, the Trustees noted PIMCO’s view that the unitary fee arrangements have benefited and will continue to benefit common shareholders because they provide a management fee expense structure (including Operating Expenses) that is essentially fixed for the duration of the contractual
| | | | | | |
46 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
period as a percentage of net assets (including assets attributable to preferred shares), making it more predictable under ordinary circumstances in comparison to other fee and expense structures, under which the Fund’s Operating Expenses (including certain third-party fees and expenses) could vary significantly over time. The Trustees also considered that the unitary fee arrangement generally insulates the Fund and common shareholders from increases in applicable third-party and certain other expenses because PIMCO, rather than the Fund, would bear the risk of such increases (though the Trustees also noted that PIMCO would benefit from any reductions in such expenses).
Performance Information
Fund-specific comparative performance results for the Fund reviewed by the Trustees are discussed below. With respect to investment performance, the Trustees considered information regarding the Fund’s short-, intermediate- and long-term performance based on net asset value and market value, as applicable, net of the Fund’s fees and expenses, both on an absolute basis and relative to the performance of its Broadridge Performance Universe (as defined below). The Trustees considered information provided by Broadridge for the Fund regarding the investment performance of a group of funds with investment classifications/objectives comparable to those of the Fund (the “Broadridge Performance Universe”). The comparative performance information was prepared and provided by Broadridge and was not independently verified by the Trustees. The Trustees also considered information regarding the Fund’s comparative yields and risk-adjusted returns. To the extent the Fund outperformed its Broadridge Performance Universe, the Trustees considered information from PIMCO regarding the risks undertaken by the Fund, including the use of leverage, and PIMCO’s management and oversight of the Fund’s risk profile.
In addition, it was noted that the Trustees considered matters bearing on the Fund and its advisory arrangement at their meetings throughout the year, including a review of performance data at each regular meeting (by both the Board and its Performance Committee).
Profitability, Economies of Scale, andFall-out Benefits
The Trustees considered estimated profitability analyses provided by PIMCO, which included, among other information, (i) PIMCO’s estimatedpre- and post-distribution operating margin for the Fund, as well as PIMCO’s estimatedpre- and post-distribution operating margin for all of theclosed-end funds advised by PIMCO, including the Fund (collectively, the “Estimated Margins”), in the case for theone-year period ended December 31, 2018; (ii) a year-over-year comparison of PIMCO’s Estimated Margins for theone-year periods ended December 31, 2018, and December 31, 2017; and (iii) an overview of PIMCO’s average fee rates with respect to all of theclosed-end funds advised by PIMCO, including the Fund, compared to PIMCO’s average fee rates with respect to its other clients, including PIMCO-advised separate accounts,open-end funds and hedge funds and private equity funds. The Trustees also took into account explanations from PIMCO regarding how certain corporate and shared expenses were allocated among the Fund and other funds and accounts managed by PIMCO for purposes of developing profitability estimates. Based on the profitability analyses provided by PIMCO, the Trustees determined, taking into account the various assumptions made, that such profitability did not appear to be excessive.
The Trustees also considered information regarding possible economies of scale in the operation of the Fund, including in connection with potentialat-the-market offerings contemplated by the Fund.
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 47 |
Approval of Investment Management Agreement(Cont.)
The Trustees took into account that the Fund does not currently have any breakpoints in its management fees. The Trustees considered that, asclosed-end investment companies, the Fund does not continually offer new shares to raise additional assets (as does a typicalopen-end investment company), but may raise additional assets through periodic shelf offerings and may also experience asset growth through investment performance and/or the increased use of leverage. The Trustees noted that PIMCO shares the benefits of potential economies of scale with the Fund and its shareholders in a number of ways, including investing in portfolio and trade operations management, firm technology, middle and back office support, legal and compliance, and fund administration logistics; senior management supervision and governance of those services; and the enhancement of services provided to the Fund in return for fees paid. The Trustees also considered that the unitary fee arrangement provides inherent economies of scale because a Fund maintains competitive fixed unitary fees even if the particular Fund’s assets decline and/or operating costs rise. The Trustees further considered that, in contrast, breakpoints are a proxy for charging higher fees on lower asset levels and that when a fund’s assets decline, breakpoints may reverse, which causes expense ratios to increase. The Trustees also considered that, unlike the Fund’s unitary fee arrangement, funds with “pass through” administrative fee structures may experience increased expense ratios when fixed dollar fees are charged against declining fund assets. The Trustees also considered that the unitary fee arrangement protects shareholders from a rise in operating costs that may result from, including, among other things, PIMCO’s investments in various business enhancements and infrastructure. The Trustees noted that PIMCO has made extensive investments in these areas.
Additionally, the Trustees consideredso-called“fall-out benefits” to PIMCO, such as reputational value derived from serving as investment manager to the Fund and research, statistical and quotation services PIMCO may receive from broker-dealers executing the Fund’s portfolio transactions on an agency basis.
Fund Analysis
With regard to the investment performance of the Fund and the fees charged to the Fund, the Board considered the following information. With respect to performance quintile rankings for the Fund compared to its Broadridge Performance Universe, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance.
Among other information, the Trustees took into account the following regarding particular the Fund.
With respect to the Fund’s common share total return performance (based on net asset value) relative to its respective Broadridge Performance Universe, consisting of 18 funds forone-year, three-year and five-year performance and 17 funds forten-year performance, the Trustees noted that the Fund had fifth quintile performance for theone-year, second quintile performance for the three-year and first quintile performance for the five-year andten-year periods ended December 31, 2018.
The Trustees noted that the Broadridge Expense Group for the Fund consisted of a total of six funds, including the Fund. The Trustees also noted that the average net assets of the common shares of the funds in the Broadridge Expense Group ranged from $50.8 million to $283.4 million, and that each fund in the group was larger in asset size than the Fund. The Trustees noted that the Broadridge Expense Universe for the Fund consisted of a total of 18 funds, including the Fund. The Trustees
| | | | | | |
48 | | PIMCO CLOSED-END FUNDS | | | | |
(Unaudited)
noted that the Fund’s total expense ratio (including interest and borrowing expenses) calculated on both average managed assets and average net assets was below the median total expense ratio (including interest and borrowing expenses) of the funds in its Broadridge Expense Group and Broadridge Expense Universe. The Trustees noted that the Fund’s total expense ratio (excluding interest and borrowing expenses) calculated on both average managed assets and average net assets was above the median total expense ratio (excluding interest and borrowing expenses) of the funds in its Broadridge Expense Group and Broadridge Expense Universe.
Conclusion
After reviewing these and other factors described herein, the Trustees concluded, with respect to the Fund, within the context of their overall conclusions regarding the Agreement, and based on the information provided and related representations made by management, and in their business judgment, that they were satisfied with PIMCO’s responses and efforts relating to the investment performance of the Fund. The Trustees also concluded that the fees payable under the Agreement represent reasonable compensation in light of the nature, extent and quality of services provided by PIMCO. Based on their evaluation of factors that they deemed to be material, including, but not limited to, those factors described above, the Trustees, including the Independent Trustees, unanimously concluded that the continuation of the Agreement was in the interests of the Fund and its shareholders, and should be approved.
| | | | | | |
| | SEMIANNUAL REPORT | | JUNE 30, 2019 | | 49 |
General Information
Investment Manager
Pacific Investment Management Company LLC
1633 Broadway
New York, NY 10019
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
Deustsche Bank Company Americas
60 Wall Street, MS 2715
New York, New York 10005
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 Fund listed on the report cover.
CEF4015SAR_063019
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-19-232066/g770659g12j36.jpg)
The information required by this Item 2 is only required in an annual report on this Form N-CSR.
Item 3. | Audit Committee Financial Expert. |
The information required by this Item 3 is only required in an annual report on this Form N-CSR.
Item 4. | Principal Accountant Fees and Services. |
The information required by this Item 4 is only required in an annual report on this Form N-CSR.
Item 5. | Audit Committee of Listed Registrants. |
The information required by this Item 5 is only required in an annual report on this Form N-CSR.
Item 6. | Schedule of Investments. |
The Schedule of Investments is included as part of the reports to shareholders under Item 1.
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
The information required by this Item 7 is only required in an annual report on this Form N-CSR.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
None.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.
Item 11. | Controls and Procedures. |
| (a) | The principal executive officer and principal financial & accounting officer have concluded as of a date within 90 days of the filing date of this report, based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule30a-3(c) under the 1940 Act), that the design of such procedures is effective to provide reasonable assurance that material information required to be disclosed by the Registrant on FormN-CSR is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the 1940 Act (17 CFR270.30a-3(d))) that occurred during the last fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. | Disclosure of Securities Lending Activities forClosed-End Management Investment Companies. |
The information required by this Item 12 is only required in an annual report on this FormN-CSR.
| (a)(1) | Exhibit 99.CODE—Code of Ethics is not applicable for semiannual reports. |
| (a)(2) | Exhibit 99.CERT—Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| (a)(4) | There was no change in the registrant’s independent public accountant for the period covered by the report. |
| (b) | Exhibit 99.906CERT—Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
PIMCO New York Municipal Income Fund III |
| |
By: | | /s/ Eric D. Johnson |
| | Eric D. Johnson |
| | President (Principal Executive Officer) |
| |
Date: | | August 27, 2019 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ Eric D. Johnson |
| | Eric D. Johnson |
| | President (Principal Executive Officer) |
| |
Date: | | August 27, 2019 |
| |
By: | | /s/ Bradley Todd |
| | Bradley Todd |
| | Treasurer (Principal Financial & Accounting Officer) |
| |
Date: | | August 27, 2019 |