SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Joint Proxy Statement
[_] Definitive Additional Materials
PIMCO MUNICIPAL INCOME FUND
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
PIMCO NEW YORK MUNICIPAL INCOME FUND
PIMCO MUNICIPAL INCOME FUND II
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
PIMCO NEW YORK MUNICIPAL INCOME FUND II
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------------------------------
-------------------------------
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 16, 2003
-------------------------------
c/o PIMCO Advisors Fund Management LLC
1345 Avenue of the Americas
New York, New York 10105
To the Shareholders of PIMCO Municipal Income Fund ("PMF"), PIMCO
California Municipal Income Fund ("PCQ"), PIMCO New York Municipal Income Fund
("PNF"), PIMCO Municipal Income Fund II ("PML"), PIMCO California Municipal
Income Fund II ("PCK") and PIMCO New York Municipal Income Fund II ("PNI")
(each, a "Fund" and collectively, the "Funds"):
Notice is hereby given that a Joint Annual Meeting of Shareholders (the
"Meeting") of the Funds will be held at the offices of PIMCO Advisors Fund
Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, on Tuesday, September 16, 2003 at 9:00 a.m., Eastern Time, for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated August 8, 2003:
1. To elect Trustees of the Funds, each to hold office for the term
indicated and until their successors shall have been elected and
qualified; and
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Trustees of each Fund has fixed the close of business on July
25, 2003 as the record date for the determination of Shareholders entitled to
notice of, and to vote at, the Meeting or any postponement or adjournment
thereof. The enclosed proxy is being solicited on behalf of the Board of
Trustees of each Fund.
By order of the Board of Trustees
of each Fund
/s/ Newton B. Schott, Jr.
Newton B. Schott, Jr., Secretary
New York, New York
August 8, 2003
It is important that your shares be represented at the Meeting in person or by
proxy, no matter how many shares you own. If you do not expect to attend the
Meeting, please complete, date, sign and return the applicable enclosed proxy
or proxies in the accompanying envelope, which requires no postage if mailed in
the United States. Please mark and mail your proxy or proxies promptly in order
to save the Funds any additional costs of further proxy solicitations and in
order for the Meeting to be held as scheduled.
PIMCO MUNICIPAL INCOME FUND ("PMF")
PIMCO CALIFORNIA MUNICIPAL INCOME FUND ("PCQ")
PIMCO NEW YORK MUNICIPAL INCOME FUND ("PNF")
PIMCO MUNICIPAL INCOME FUND II ("PML")
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II ("PCK")
PIMCO NEW YORK MUNICIPAL INCOME FUND II ("PNI")
c/o PIMCO Advisors Fund Management LLC
1345 Avenue of the Americas
New York, New York 10105
-------------------------------
PROXY STATEMENT
-------------------------------
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 16, 2003
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Boards of Trustees (each, a "Board") of PMF, PCQ, PNF, PML, PCK and PNI
(each a "Fund" and collectively, the "Funds") of proxies to be voted at the
Joint Annual Meeting of Shareholders of the Funds and any adjournment or
postponement thereof (the "Meeting"). The Meeting will be held at the offices of
PIMCO Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New
York, New York 10105, on Tuesday, September 16, 2003 at 9:00 a.m., Eastern Time.
The Notice of Joint Annual Meeting of Shareholders (the "Notice"), this
Proxy Statement and the enclosed Proxy Card are first being sent to Shareholders
on or about August 8, 2003.
The Meeting is scheduled as a joint meeting of the respective holders of
common shares (the "Common Shareholders") and preferred shares (the "Preferred
Shareholders" and, together with Common Shareholders, the "Shareholders") of the
Funds because the Shareholders of the Funds are expected to consider and vote on
similar matters. Shareholders of each Fund will vote separately on the Proposal
set forth herein and on any other matters that may arise for that Fund, and an
unfavorable vote on the Proposal by the Shareholders of one Fund will not affect
the implementation of the Proposal by another Fund if the Proposal is approved
by the Shareholders of the other Fund.
The Board of each Fund has fixed the close of business on July 25, 2003 as
the record date (the "Record Date") for the determination of Shareholders
of each Fund entitled to notice of, and to vote at, the Meeting, and any
postponement or adjournment thereof. Shareholders of each Fund on the Record
Date will be entitled to one vote on each matter to which they are entitled to
vote and that is to be voted on by Shareholders of that Fund for each share
held, and a fractional vote with respect to fractional shares, with no
cumulative voting rights. The following table sets forth the number of shares of
common stock ("Common Shares") and shares of preferred stock, ("Preferred
Shares" and, together with the Common Shares, the "Shares"), issued and
outstanding of each Fund at the close of business on the Record Date:
Outstanding Outstanding
Fund Common Shares Preferred Shares
- ------ --------------- -----------------
PMF 24,129,752 8,000
PCQ 17,797,945 6,000
PNF 7,311,952 2,520
PML 57,870,694 20,200
PCK 30,045,820 10,400
PNI 10,373,900 3,600
The classes of stock listed in the table above are the only classes of
stock currently authorized by each Fund.
At the Meeting, Preferred Shareholders of each Fund will have equal voting
rights (i.e., one vote per Share) with the Fund's Common Shareholders and,
except as discussed below, will vote together with Common Shareholders as a
single class on all proposals to be brought before the Meeting applicable to
that Fund. As summarized in the table below, (i) the Common Shareholders and
Preferred Shareholders, voting together as a single class, of PMF, PCQ and PNF
have the right to vote on the election of Robert E. Connor as a Trustee, (ii)
the Common Shareholders and Preferred Shareholders, voting together as a single
class, of PML, PCK and PNI have the right to vote on the election of Mr. Connor
and Stephen J. Treadway as Trustees, and (iii) the Preferred Shareholders of
each Fund, voting as a separate class, have the right to vote on the election of
Hans W. Kertess as a Trustee. The Common Shareholders of the Funds do not have
the right to vote with respect to the election of Mr. Kertess.
2
Summary
Common Preferred
Proposal Shares Shares
- ----------------------------------- -------- ----------
Election of Trustees
PMF/PCQ/PNF
o Election of Robert E. Connor - -
o Election of Hans W. Kertess N/A -
PML/PCK/PNI
o Election of Robert E. Connor - -
o Election of Hans W. Kertess N/A -
o Election of Stephen J. Treadway - -
You may vote by mailing the enclosed proxy card. Shares represented by
duly executed and timely delivered proxies will be voted as instructed on the
proxy. If you mail the enclosed proxy and no choice is indicated for the
Proposal listed in the attached Notice, your proxy will be voted in favor of the
election of all nominees. At any time before it has been voted, your proxy may
be revoked in one of the following ways: (i) by sending a signed, written letter
of revocation to the Secretary of the appropriate Fund at 1345 Avenue of the
Americas, New York, New York 10105, (ii) by properly executing a later-dated
proxy, or (iii) by attending the Meeting, requesting return of any previously
delivered proxy and voting in person. If any proposal, other than the Proposal
set forth herein, properly comes before the Meeting, Shares represented by the
proxies will be voted on all such proposals in the discretion of the person, or
persons, voting the proxies.
The principal executive offices of each Fund are located at 1345 Avenue of
the Americas, New York, New York 10105. PIMCO Advisors Fund Management LLC (the
"Manager") serves as the investment manager of each Fund and retains its
affiliate, Pacific Investment Management Company LLC ("PIMCO"), to serve as each
Fund's sub-adviser. Additional information regarding the Manager and PIMCO may
be found under "Additional Information -- Investment Manager and Portfolio
Manager" below.
The solicitation will be by mail and the cost of soliciting proxies for a
Fund will be borne by that Fund. Certain officers of the Funds and certain
officers and employees of the Manager or its affiliates (none of whom will
receive additional compensation therefor) may solicit proxies by telephone,
mail, e-mail and personal interviews. Any out-of pocket expenses incurred in
connection with the solicitation will be borne proportionately by each of the
Funds based upon each Fund's net assets.
3
As of July 25, 2003, the Trustees and the officers of each Fund as a group
beneficially owned less than one percent (1%) of any Fund's outstanding Common
Shares and Preferred Shares and, to the knowledge of each Fund, no person
beneficially owned more than five percent (5%) of the outstanding Shares of any
class of the Fund.
PROPOSAL: ELECTION OF TRUSTEES
In accordance with each Fund's Amended and Restated Agreement and
Declaration of Trust (each a "Declaration"), the Trustees of each Fund have been
divided into the following three classes (each a "Class"): Class I, whose term
will expire at the Meeting; Class II, whose term will expire at the Fund's 2004
annual meeting of shareholders; and Class III, whose term will expire at the
Fund's 2005 annual meeting of shareholders. At each annual meeting, successors
to the Class of Trustee whose term expires at that annual meeting shall be
elected for a three-year term. Accordingly, shareholders will vote to elect
Class I Trustees at the Meeting for an approximate three-year term expiring at
the 2006 annual meeting. Robert E. Connor and Hans W. Kertess have been
nominated for election as Class I Trustees at the Meeting.
Stephen J. Treadway was appointed as a Trustee of each of PML, PCK and PNI
in September 2002 by each Fund's Board, after the initial public offerings of
their Shares, to fill a vacancy on its Board caused by an increase in the size
of the Board from five to six members, and was designated as a Class III Trustee
of such Fund in accordance with the Declaration. Mr. Treadway was nominated to
serve on each Board by a majority of the "Continuing Trustees" (as defined in
the Declaration) and is therefore a Continuing Trustee of each such Fund. The
Declaration provides that a Trustee so elected by the Board to fill any vacancy
shall serve until the next annual meeting of shareholders and until his
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Accordingly,
Mr. Treadway's initial term will expire at the Meeting. He has been nominated
for election as a Class III Trustee of each of PML, PCK and PNI at the Meeting.
The Declaration further provides that, at any annual meeting of shareholders,
any Trustee so elected to fill a vacancy that has arisen since the preceding
annual meeting of shareholders due to an increase in the number of Trustees
shall hold office for a term which coincides with that Class of Trustees to
which such office has been apportioned, and until his successor shall be elected
and shall qualify. Therefore, if elected at the Meeting, Mr. Treadway will be
elected for a term coinciding with the Class III Trustees, which will expire at
the Funds' 2005 annual meeting.
At any annual meeting of shareholders, any Trustee elected to fill a
vacancy that has arisen since the preceding annual meeting of shareholders
4
where such vacancy arose other than by an increase in the number of Trustees
(whether or not such vacancy has been filled by election of a new Trustee by the
Board of Trustees) shall hold office for a term that coincides with the
remaining term of the Class of Trustees to which such office was previously
assigned, and until his successor shall be elected and shall qualify.
The following table summarizes, for each Fund, the nominees who will stand
for election at the Meeting, the respective Class of Trustees to which they have
been designated and the expiration of their respective terms if elected:
Trustee Class Expiration of Term if Elected*
- --------------------- ----------- -------------------------------
PMF/PCQ/PNF
Robert E. Connor Class I 2006 Annual Meeting
Hans W. Kertess Class I 2006 Annual Meeting
PML/PCK/PNI
Robert E. Connor Class I 2006 Annual Meeting
Hans W. Kertess Class I 2006 Annual Meeting
Stephen J. Treadway Class III 2005 Annual Meeting
- ------------------
* A Trustee elected at an annual meeting shall hold office until the annual
meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
Under this classified Board structure, only those Trustees in a single
Class may be replaced in any one year, and it would require a minimum of two
years to change a majority of the Board of a Fund under normal circumstances.
This structure, which may be regarded as an "anti-takeover" provision, may make
it more difficult for a Fund's Shareholders to change the majority of Trustees
of the Fund and, thus, promotes the continuity of management.
Unless authority is withheld, it is the intention of the persons named in
the enclosed proxy for each Fund to vote each proxy for the persons listed
above. Each of the nominees has indicated he will serve if elected, but if he
should be unable to serve for a Fund, the proxy holders may vote in favor of
such substitute nominee as the Board may designate (or the Board may determine
to leave a vacancy).
5
Information Regarding Trustees and Nominees.
The following table provides information concerning the Trustees of the
Fund. Of the Trustees listed, only Messrs. Connor, Kertess and Treadway are
nominees for election at the Meeting.
Number of
Portfolios
in Fund Other
Position(s) Term of Complex Directorships
Held Office and Overseen by Held by
Name, with the Length of Principal Occupation(s) Trustee/ Trustee/
Address*, and Age Fund Time Served During the Past 5 Years Nominee Nominee
- ------------------------------------------------------------------------------------------------------------------------------------
Independent
Trustees**
Paul Belica Trustee PMF/PCQ/PNF Trustee, Fixed Income SHares, PIMCO Corporate Income 14 None.
Age 81 Since inception Fund, PIMCO Corporate Opportunity Fund, PIMCO
(Class II) (June, 2001) Municipal Income Fund, PIMCO California Municipal
PML/PCK/PNI Income Fund III, PIMCO New York Municipal Income
Since inception Fund III and Nicholas-Applegate Convertible & Income
(June, 2002) Fund, Nicholas-Applegate Convertible & Income Fund II;
Manager, Stratigos Fund, LLC, Whistler Fund, LLC,
Xanthus Fund, LLC and Wynstone Fund, LLC; Director,
Student Loan Finance Corp., Education Loans, Inc., Goal
Funding, Inc., Surety Loan Funding, Inc. Formerly,
Advisor, Salomon Smith Barney Inc.; Director, Central
European Value Fund, Inc., Deck House Inc.
6
Number of
Portfolios
in Fund Other
Position(s) Term of Complex Directorships
Held Office and Overseen by Held by
Name, with the Length of Principal Occupation(s) Trustee/ Trustee/
Address*, and Age Fund Time Served During the Past 5 Years Nominee Nominee
- --------------------------------------------------------------------------------------------------------------------------------
Robert E. Connor*** Trustee PMF/PCQ/PNF Trustee, Fixed Income SHares, 17 None.
Age 68 Since inception PIMCO Corporate Income Fund, PIMCO
(Class I) (June, 2001) Corporate Opportunity Fund, PIMCO
Municipal Income Fund III, PIMCO
PML/PCK/PNI California Municipal Income Fund
Since inception III, PIMCO New York Municipal
(June, 2002) Income Fund III,
Nicholas-Applegate Convertible &
Income Fund, Nicholas-Applegate
Convertible & Income Fund II and
PIMCO High Income Fund; Director,
Municipal Advantage Fund, Inc.;
Corporate Affairs Consultant.
Formerly, Senior Vice President,
Corporate Office, Citigroup Global
Markets Inc. (formerly Salomon
Smith Barney Inc.)
John J. Dalessandro II+ Trustee PMF/PCQ/PNF Trustee, Fixed Income SHares, 14 None.
Age 66 Since August, 2001 PIMCO Corporate Income Fund, PIMCO
(Class II) Corporate Opportunity Fund, PIMCO
PML/PCK/PNI Municipal Income Fund III, PIMCO
Since inception California Municipal Income Fund
(June, 2002) III, PIMCO New York Municipal
Income Fund III,
Nicholas-Applegate Convertible &
Income Fund, Nicholas-Applegate
Convertible & Income Fund II and
PIMCO High Income Fund; Director,
Municipal Advantage Fund, Inc.;
Corporate Affairs Consultant.
Formerly, Senior Vice President,
Corporate Office, Citigroup Global
Markets Inc. (formerly Salomon
Smith Barney Inc.)
7
Number of
Portfolios
in Fund Other
Position(s) Term of Complex Directorships
Held Office and Overseen by Held by
Name, with the Length of Principal Occupation(s) Trustee/ Trustee/
Address*, and Age Fund Time Served During the Past 5 Years Nominee Nominee
- -------------------------------------------------------------------------------------------------------------------------
Hans W. Kertess Trustee PMF/PCQ/PNF President, H. Kertess & Co.; 9 None.
Age 63 Since inception Trustee, PIMCO Corporate Income
(Class I) (July, 2001) Fund, PIMCO High Income Fund and
Nicholas- Applegate Convertible &
PML/PCK/PNI Income Fund II. Formerly, Managing
Since inception Director, Royal Bank of Canada
(June, 2002) Capital Markets.
R. Peter Sullivan III Trustee PMF/PCQ/PNF Trustee, PIMCO Corporate Income 7 None.
Age 61 Since April, 2002 Fund. Formerly, Managing Partner,
(Class III) Bear Wagner Specialists LLC.
PML/PCK/PNI
Since inception
(June, 2002)
8
Number of
Portfolios
in Fund Other
Position(s) Term of Complex Directorships
Held Office and Overseen by Held by
Name, with the Length of Principal Occupation(s) Trustee/ Trustee/
Address*, and Age Fund Time Served During the Past 5 Years Nominee Nominee
- ---------------------------------------------------------------------------------------------------------------------------
Interested Trustee**
Stephen J. Treadway++ Chairman, PMF/PCQ/PNF Managing Director, Allianz 52 None.
2187 Atlantic Street Trustee Since inception Dresdner Asset Management of
Stamford, CT 06902 (June, 2001) America L.P. ("ADAM"); Managing
Age 55 Director and Chief Executive
(Class III) PML/PCK/PNI Officer, PIMCO Advisors Fund
Since September, Management LLC and PIMCO Advisors
2002 Distributors LLC ("PAD"); Member
of the Board of Management of
Allianz Dresdner Asset Management
GmbH; Chairman, Fixed Income
SHares, PIMCO Corporate
Opportunity Fund, PIMCO Municipal
Income Fund III, PIMCO California
Municipal Income Fund III and
PIMCO New York Municipal Income
Fund III, Nicholas-Applegate
Convertible & Income Fund,
Nicholas-Applegate Convertible &
Income Fund II and PIMCO High
Income Fund; Trustee, Chairman and
President, PIMCO Advisors VIT;
Trustee and Chairman, PIMCO Funds:
Multi- Manager Series and PIMCO
Corporate Income Fund; Director
and Chairman, Municipal Advantage
Fund Inc.
9
- ----------
* Unless otherwise indicated, the business address of the persons listed
below is c/o PIMCO Advisors Fund Management LLC, 1345 Avenue of the
Americas, New York, New York 10105.
** "Independent Trustees" are those Trustees who are not "interested
persons," as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), of the Funds. "Interested Trustees" are those who are
"interested persons" of the Funds.
*** In addition to the positions noted, Mr. Connor previously provided
occasional editorial consulting services as an independent contractor to
an administrative unit of Smith Barney, an affiliate of Citigroup Inc.,
the parent company of Citigroup Global Markets Inc.
+ Mr. Dalessandro is treated by the Funds as not being an "interested
person" (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, the
Manager or PIMCO, despite his affiliation with J.J. Dalessandro II Ltd., a
member of the New York Stock Exchange, Inc. (the "Exchange") that operates
as a floor broker and effects portfolio transactions for other brokers,
generally other members of the Exchange, and one unrelated investment
adviser.
++ Mr. Treadway is an "interested person" of the Funds due to his affiliation
with the Manager, as set forth above. Mr. Treadway's positions with
affiliated persons of the Funds are set forth in the table above.
The following table states the dollar range of equity securities
beneficially owned as of July 16, 2003 by each Trustee and nominee of each Fund
and, on an aggregate basis, in any registered investment companies overseen by
the Trustee or nominee in the "family of investment companies" including the
Funds.
Aggregate Dollar Range
of Equity Securities in All
Registered Investment
Dollar Range Companies Overseen by
of Equity Trustee/Nominee in the
Name of Securities Family of
Trustee/Nominee Fund in Fund* Investment Companies*
- --------------------- ------ ---------------- ----------------------------
Independent Trustees
Paul Belica PMF Over $100,000. Over $100,000.
PCQ None.
PNF None.
PML None.
PCK None.
PNI None.
Robert E. Connor PMF None. None.
PCQ None.
PNF None.
PML None.
PCK None.
PNI None.
Hans W. Kertess PMF None. None.
PCQ None.
PNF None.
PML None.
PCK None.
PNI None.
10
Aggregate Dollar Range
of Equity Securities in All
Registered Investment
Dollar Range Companies Overseen by
of Equity Trustee/Nominee in the
Name of Securities Family of
Trustee/Nominee Fund in Fund* Investment Companies*
- ------------------------ ------ -------------- ----------------------------
R. Peter Sullivan III PMF None. None.
PCQ None.
PNF None.
PML None.
PCK None.
PNI None.
John J. Dalessandro II PMF None. None.
PCQ None.
PNF None.
PML None.
PCK None.
PNI None.
Interested Trustee
Stephen J. Treadway PMF None. Over $100,000.
PCQ None.
PNF None.
PML None.
PCK None.
PNI None.
- ----------
* Securities are valued as of July 16, 2003.
To the knowledge of the Fund, as of July 16, 2003, Trustees and nominees
who are Independent Trustees and their immediately family members did not own
securities of an investment adviser or principal underwriter of a Fund or a
person (other than a registered investment company) directly or indirectly
controlling, controlled by, or under common control with an investment adviser
or principal underwriter of a Fund.
Compensation. The Funds, PIMCO Municipal Income Fund III, PIMCO California
Municipal Income III, PIMCO New York Municipal Income Fund III, PIMCO Corporate
Income Fund, PIMCO Corporate Opportunity Fund, Nicholas-Applegate Convertible &
Income Fund, Nicholas-Applegate Convertible & Income Fund II and PIMCO High
Income Fund (collectively, the "PIMCO Closed-End Funds") are expected to hold
joint meetings of their Boards of Trustees whenever possible. Each Trustee,
other than any Trustee who is a director, officer, partner or employee of the
Manager or PIMCO or any entity controlling, controlled by or under common
control with the Manager or PIMCO, receives compensation for their attendance at
joint meetings and for their service on Board committees. Trustees will receive
up to a maximum of (i) $25,000 for each quarterly joint meeting for the first
four joint meetings in each year, (ii) $5,000 for each
11
additional joint meeting in such year if the meetings are attended in person and
(iii) $1,000 for joint telephonic meetings. Each Trustee receives a pro rata
percentage of the aforementioned fees based on the net assets, including assets
attributable to the Fund's Preferred Shares, of the Funds on which that Trustees
serves. In addition, each Trustee who serves as a member of an Audit Oversight
Committee will receive $1,000 per fund per meeting of the Audit Oversight
Committees for those PIMCO Closed-End Funds for which they serve as Trustee and
Audit Oversight Committee Member if the meeting takes place on a day other than
the day of a regularly scheduled Board meeting. Trustees will also be reimbursed
for meeting-related expenses.
Each Trustee's compensation and other meeting-related expenses are
allocated pro rata among the PIMCO Closed-End Funds on whose Boards the Trustee
serves based on each such Fund's net assets, including assets attributable to
the Fund's Preferred Shares.
The PIMCO Closed-End Funds do not provide any pension or other retirement
benefits to their Trustees.
The following table provides information concerning the approximate
compensation paid to the Trustees for PMF, PCQ, and PNI during the fiscal year
ended April 30, 2003 and the compensation paid to the Trustees for PML, PCK and
PNI during the fiscal year ended May 31, 2003. For the calendar year ended
December 31, 2002, the Trustees received the compensation set forth in the
following table for serving as trustees of the Funds and other funds in the same
"Fund Complex" as the Funds. Each officer and Trustee, such as Mr. Treadway, who
is a director, officer, partner, member or employee of the Manager or PIMCO, or
any entity controlling, controlled by or under common control with the Manager
or PIMCO, serves without any compensation from the Fund.
Compensation Table
Aggregate Aggregate Total Compensation
Compensation Compensation from the Funds and
from PMF, PCQ from PML, PCK Fund Complex Paid
and PNF for the and PNI for the to Trustees for the
Fiscal Year Ended Fiscal Year Ended Calendar Year Ended
Name of Trustee April 30, 2003 May 31, 2003* December 31, 2002**
- ------------------ -------------------- --------------------- --------------------
Paul Belica PMF $ 8,070.95 PML $ 22,225.66 $78,400
PCQ $ 5,950.02 PCK $ 11,424.23
PNF $ 2,438.52 PNI $ 3,964.96
Robert E. Connor PMF $ 8,070.95 PML $ 22,225.66 $87,170
PCQ $ 5,950.02 PCK $ 11,424.23
PNF $ 2,438.52 PNI $ 3,964.96
Hans W. Kertess PMF $ 8,070.95 PML $ 21,340.72 $62,000
PCQ $ 5,950.02 PCK $ 10,967.12
PNF $ 2,438.52 PNI $ 3,807.01
12
Aggregate Aggregate Total Compensation
Compensation Compensation from the Funds and
from PMF, PCQ from PML, PCK Fund Complex Paid
and PNF for the and PNI for the to Trustees for the
Fiscal Year Ended Fiscal Year Ended Calendar Year Ended
Name of Trustee April 30, 2003 May 31, 2003* December 31, 2002**
- ------------------------ -------------------- --------------------- --------------------
R. Peter Sullivan III PMF $ 8,070.95 PML $ 22,225.66 $48,925
PCQ $ 5,950.02 PCK $ 11,424.23
PNF $ 2,438.52 PNI $ 3,964.96
John J. Dalessandro II PMF $ 8,070.95 PML $ 22,225.66 $76,400
PCQ $ 5,950.02 PCK $ 11,424.23
PNF $ 2,438.52 PNI $ 3,964.96
- ------------------
* The initial fiscal year of these Funds, which ended May 31, 2003, covered
eleven months. Because these eleven months included all four quarterly
Board meetings of these Funds, the fact that their initial fiscal year did
not cover a full twelve months did not result in a reduction of the fees
paid to their Trustees.
** In addition to the PIMCO Closed-End Funds, during the year ended December
31, 2002, Mr. Belica served as a Trustee of one open-end investment
company (comprising two separate investment portfolios) advised by the
Manager, and Mr. Connor served as a Trustee of one open-end investment
company (comprising two separate investment portfolios) and one closed-end
investment company advised by the Manager. These investment companies are
considered to be in the same "Fund Complex" as the Funds.
The Funds have no employees. Their officers are compensated by the
Manager, PIMCO or one of their affiliates.
Board Committees and Meetings.
Audit Oversight Committee. The Board of each Fund has established an Audit
Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), consisting of Messrs. Belica,
Connor, Kertess and Sullivan, each of whom is an Independent Trustee. The Audit
Oversight Committees provide oversight with respect to the internal and external
accounting and auditing procedures of the Fund and, among other things, consider
the selection of independent public accountants for the Funds and the scope of
the audit, approve all audit and permitted non-audit services proposed to be
performed by those accountants on behalf of the Funds and certain affiliates,
including the Manager and PIMCO and entities in a control relationship with the
Manager or PIMCO that provide service to the Funds, and the possible effect of
those services on the independence of those accountants.
Each member of the Audit Oversight Committee is "independent," as
independence for audit committee members is defined in the listing standards of
the New York Stock Exchange, on which the Common Shares of the Fund are listed.
The Board of each Fund has adopted a written charter for the Audit Oversight
Committee. A copy of the Audit Oversight Committee Charter of PML, PCK and PNI
is included as Appendix A to this Proxy Statement. A copy
13
of the Audit Oversight Committee Charter of PMF, PCQ and PNF was included in a
prior proxy statement for those Funds dated August 8, 2002. A joint report of
the Audit Oversight Committees of PMF, PCQ and PNF, dated June 17, 2003, and a
joint report of the Audit Oversight Committees of PML, PCK and PNI, dated July
16, 2003 are attached to this Proxy Statement as Appendix B-1 and Appendix B-2,
respectively.
Nominating Committee. The Board of each Fund has a Nominating Committee
composed solely of Independent Trustees, consisting of Messrs. Belica, Connor,
Kertess and Sullivan. The Nominating Committees are responsible for reviewing
and recommending qualified candidates to the Boards in the event that a position
is vacated or created. The Nominating Committee of a Fund will review and
consider nominees recommended by Shareholders to serve as Trustee, provided any
such recommendation is submitted in writing to the Fund, to the attention of the
Secretary, at the address of the principal executive offices of the Fund. The
Nominating Committee has full discretion to reject nominees recommended by
Shareholders, and there is no assurance that any such person so recommended and
considered by the Committee will be nominated for election to the Board of a
Fund.
Valuation Committee. The Board of each Fund has a Valuation Committee,
consisting of Messrs. Belica, Connor, Sullivan and Treadway. The Valuation
Committees review procedures for the valuation of Fund portfolio securities and
periodically review information from the Manager and PIMCO regarding fair value
and liquidity determination made pursuant to Board-approved procedures, and make
related recommendations to the full Boards and assist the full Boards in
resolving particular valuation matters.
Compensation Committee. The Board of each Fund has a Compensation
Committee, consisting of Messrs. Belica, Connor, Kertess and Sullivan. The
Compensation Committees periodically review and set compensation payable to the
Trustees of each Fund who are not directors, officers, partners or employees of
the Manager, PIMCO or any entity controlling, controlled by or under common
control with the Manager or PIMCO.
During the fiscal year ended April 30, 2003, the Board of Trustees of PMF,
PCQ and PNF held four regular meetings and no special meetings. The Audit
Oversight Committees of these Funds met in separate session one time during such
fiscal year and the Nominating, Valuation and Compensation Committees did not
meet in separate session. Each Trustee attended at least 75% of the regular and
special meetings of the Board and meetings of the committees on which such
Trustee served that were held during the fiscal year ended April 30, 2003.
During the fiscal year ended May 31, 2003, the Board of Trustees of PML,
PCK and PNI held three regular meetings and two special meetings. The Audit
14
Oversight Committees of these Funds met in separate session two times during
such fiscal year and the Nominating, Valuation and Compensation Committees did
not meet in separate session. Each Trustee attended at least 75% of the regular
and special meetings of the Board and meetings of the committees on which such
Trustee served that were held during the fiscal year ended May 31, 2003, except
that Mr. Treadway was not elected to the Board until September 2002 and attended
three regular Board meetings and one Audit Oversight Committee meeting during
the fiscal year as a Trustee.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 30(h) of
the 1940 Act and Section 16(a) of the 1934 Act require each Fund's Trustees and
officers, investment advisers, affiliated persons of the investment advisers and
persons who own more than 10% of a registered class of the Fund's equity
securities to file forms reporting their affiliation with that Fund and reports
of ownership and changes in ownership of that Fund's shares with the Securities
and Exchange Commission (the "SEC") and the New York Stock Exchange. These
persons and entities are required by SEC regulation to furnish the Fund with
copies of all Section 16(a) forms they file. Based solely on a review of these
forms furnished to each Fund, the Funds believe that each Fund's Trustees and
officers, investment advisers and affiliated persons of the investment advisers
have complied with all applicable Section 16(a) filing requirements during the
fiscal year ended April 30, 2003 with respect to PMF, PCQ and PNF and the fiscal
year ended May 31, 2003 with respect to PML, PCK and PNI, except that due to
administrative oversight, one late filing reporting four purchases of PML was
made on Form 4 for each of PIMCO and William H. Gross. To the knowledge of
management of each Fund, no Shareholder beneficially owns more than 10% of a
registered class of such Fund's equity securities.
Required Vote. Election of Mr. Connor to the Board of Trustees of each
Fund will require the affirmative vote of a plurality of the votes of Common
Shareholders and Preferred Shareholders (voting together as a single class) of
such Fund cast in the election of Trustees at the Meeting, in person or by
proxy. Election of Mr. Kertess to the Board of Trustees of each Fund will
require the affirmative vote of a plurality of the votes of the Preferred
Shareholders (voting as a separate class) cast in the election of Trustees at
the Meeting, in person or by proxy. Election of Mr. Treadway to the Board of
Trustees of each of PML, PCK and PNI will require the affirmative vote of a
plurality of the votes of the Common Shareholders and Preferred Shareholders
(voting together as a single class) of such Fund cast in the election of
Trustees at the Meeting, in person or by proxy.
The Board of Trustees of each Fund Unanimously Recommends that You Vote
FOR this Proposal.
15
ADDITIONAL INFORMATION
Executive and Other Officers of the Fund. The table below provides certain
information concerning the executive officers of each Fund and certain other
officers who perform similar duties. Officers hold office at the pleasure of
each Fund's Board and until their successors are appointed and qualified or
until their earlier resignation or removal. Officers and employees of each Fund
who are principals, officers, members or employees of the Manager or PIMCO are
not compensated by the Funds. Unless otherwise noted, the address of all
officers is c/o PIMCO Advisors Fund Management LLC, 1345 Avenue of the Americas,
New York, New York 10105.
Name, Address Position(s) Held Term of Office and Principal Occupation(s)
and Age with Funds Length of Time Served During the Past 5 Years
- ---------------------- ----------------------------------------------------------------- -----------------------------------
Stephen J. Treadway Chairman, Trustee PMF/PCQ/PNF See table above under "Information
2187 Atlantic Street Since inception (June, 2001) Regarding Trustees and Nominees."
Stamford, CT 06902
Age 55
Brian S. Shlissel President and PML/PCK/PNI Senior Vice President, PIMCO
Age 38 Chief Executive Officer Chairman, since inception (June, 2002) Advisors Fund Management LLC;
Trustee, since September, 2002 President and Chief Executive
Officer, Fixed Income SHares,
PMF/PCQ/PNF PIMCO Corporate Income Fund, PIMCO
Since September, 2002. Formerly, Corporate Opportunity Fund, PIMCO
Treasurer and Principal Financial and Municipal Income Fund III, PIMCO
Accounting Officer (from June, 2001 to California Municipal Income Fund
September, 2002). III, PIMCO New York Municipal
Income Fund III,
PML/PCK/ PNI Nicholas-Applegate Convertible &
Since September, 2002. Formerly, Income Fund, PIMCO High Income
Treasurer and Principal Financial and Fund, Nicholas-Applegate
Accounting Officer (from June, 2002 to Convertible & Income Fund II and
September, 2002). Municipal Advantage Fund, Inc.;
Executive Vice President,
Treasurer and Secretary, PIMCO
Advisors VIT (formerly OCC
Accumulation Trust); Formerly,
Vice President, Mitchell Hutchins
Asset Management Inc.
16
Name, Address Position(s) Held Term of Office and
and Age with Funds Length of Time Served Principal Occupation(s) During the Past 5 Years
- ------------------------------------------------------------------------------------------------------------------------------------
Newton B. Schott, Jr. Vice President, PMF/PCQ/PNI Managing Director, Chief Administrative Officer, General
2187 Atlantic Street Secretary Since inception (June, 2001) Counsel and Secretary, PAD; Managing Director, Chief
Stamford, CT 06902 Legal Officer and Secretary, PIMCO Advisors Fund
Age 60 PML/PCK/PNI Management LLC; President, Chief Executive Officer and
Since inception (June, 2002) Secretary, PIMCO Funds: Multi-Manager Series; Vice
President and Secretary, PIMCO Corporate Income Fund,
PIMCO Corporate Opportunity Fund, PIMCO Municipal
Income Fund III, PIMCO California Municipal Income
Fund III, PIMCO New York Municipal Income Fund III,
Nicholas-Applegate Convertible & Income Fund, PIMCO
High Income Fund, Nicholas-Applegate Convertible &
Income Fund II and Municipal Advantage Fund, Inc.;
Secretary, Fixed Income SHares. Formerly, Vice Presiden
PIMCO Advisors Funds.
Lawrence Altadonna Treasurer; Principal PMF/PCQ/PNF Treasurer and Principal Financial and Accounting Officer,
Age 37 Financial and Since September 2002 PIMCO Corporate Income Fund, PIMCO Corporate
Accounting Officer Opportunity Fund, PIMCO Municipal Income Fund III,
PML/PCK/PNI PIMCO California Municipal Income Fund III, PIMCO
Since September 2002 New York Municipal Income Fund III, Nicholas-Applegate
Convertible & Income Fund, PIMCO High Income Fund,
Nicholas-Applegate Convertible & Income Fund II and
Municipal Advantage Fund, Inc.; Treasurer, Fixed Income
SHares; Assistant Treasurer, PIMCO Advisors VIT; Vice
President and Manager, Mutual Fund Services, PIMCO
Advisors Fund Management LLC. Formerly, Director of
Fund Administration, Prudential Investments.
17
Name, Address Position(s) Held Term of Office and
and Age with Funds Length of Time Served Principal Occupation(s) During the Past 5 Years
- ------------------------------------------------------------------------------------------------------------------------------------
Mark V. McCray Vice President PMF/PCQ/PNF Executive Vice President, PIMCO; Vice President, PIMCO
840 Newport Center Drive Since inception (June, 2001) Municipal Income Fund III, PIMCO California Municipal
Newport Beach, CA 92660 Income Fund III and PIMCO New York Municipal Income
Age 35 PML/PCK/PNI Fund III. Formerly, Vice President and co-head of
Since inception (June, 2002) municipal bond trading, Goldman Sachs & Co.
18
Investment Manager and Portfolio Manager. The Manager, located at 1345
Avenue of the Americas, New York, New York 10105, serves as the investment
manager of each Fund. The Manager retains its affiliate, PIMCO, as sub-adviser
to manage each Fund's investments. PIMCO is located at 840 Newport Center Drive,
Newport Beach, California 92660. The Manager and PIMCO are each majority-owned
indirect subsidiaries of Allianz AG, a publicly traded German insurance and
financial services company.
Independent Auditors. PricewaterhouseCoopers LLP ("PwC"), 1177 Avenue of
the Americas, New York, New York 10036, independent accountants, has been
selected by the Board of each Fund as the independent auditors of each Fund for
the current fiscal years ending April 30 and May 31, 2004, respectively.
The Audit Oversight Committee of the Board of each Fund unanimously
recommended the selection of PwC. The Boards unanimously approved such selection
at meetings held on June 17, 2003 for PMF, PCQ and PNF and July 16, 2003 for
PML, PCK and PNI. PwC also serves as the auditor for various other investment
companies for which the Manager and PIMCO serve as investment adviser or
sub-adviser.
A representative of PwC, if requested by any Shareholder, will be present
via telephone at the Meeting to respond to appropriate questions from
Shareholders and will have an opportunity to make a statement if he or she
chooses to do so.
The following table sets forth the aggregate fees billed for professional
services rendered by PwC to each Fund during the Fund's most recent fiscal year
(April 30, 2003 in the case of PMF, PCQ and PNF, and May 31, 2003 in the case of
PML, PCK and PNI):
Financial Information
Audit Systems Design and All
Fund Fees Implementation Fees Other Fees
- ------ ---------- ---------------------- -----------
PMF $38,535 N/A $34,797
PCQ 36,479 N/A 29,690
PNF 17,736 N/A 21,513
PML 5,250 N/A 25,679
PCK 5,250 N/A 18,011
PNI 5,250 N/A 10,394
The fees disclosed under the caption "All Other Fees" include fees billed
for services, if any, rendered during the Fund's most recent fiscal year to the
Fund, the Manager, PIMCO, and to any other entity controlling, controlled by or
under common control with the Manager or PIMCO that provides services to the
Fund.
19
In approving the selection of PwC for each Fund, the Audit Oversight
Committees considered, in addition to other practices and requirements relating
to the selection of the Fund's auditors, whether the non-audit services covered
in the table above under "All Other Fees" performed by PwC for the Fund, the
Manager, PIMCO and for certain related parties are compatible with maintaining
the independence of PwC as the Fund's principal accountants. Please see the
Joint Reports of the Audit Oversight Committees in Appendix B-1 for PMF, PCQ and
PNF and Appendix B-2 to this Proxy Statement for PML, PCK and PNI.
Other Business. As of the date of this Proxy Statement, each Fund's
officers and the Manager know of no business to come before the Meeting other
than as set forth in the Notice. If any other business is properly brought
before the Meeting, or any adjournment thereof, the persons named as proxies
will vote in their sole discretion.
Quorum, Adjournments and Methods of Tabulation. A quorum for each Fund at
the Meeting will consist of the presence in person or by proxy of thirty percent
(30%) of the total Common Shares and Preferred Shares of the Fund entitled to
vote at the Meeting, except that a quorum for the election of Mr. Kertess as a
Trustee of a Fund will consist of the presence in person or by proxy of thirty
percent (30%) of the Preferred Shares of the Fund entitled to vote at the
Meeting. In the event that a quorum is not present at the Meeting for a Fund or,
even if a quorum is so present, in the event that sufficient votes in favor of
the Proposal set forth in the Notice are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting after the date set for the original Meeting, with no other notice
than announcement at the Meeting, to permit further solicitation of proxies with
respect to the Proposal. In addition, if, in the judgment of the persons named
as proxies, it is advisable to defer action on the Proposal, the persons named
as proxies may propose one or more adjournments of the Meeting with respect to
the Proposal for a reasonable time. Any adjournments with respect to the
Proposal will require the affirmative vote of a plurality of the Shares of the
Fund entitled to vote thereon present in person or represented by proxy at the
session of the Meeting to be adjourned. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of the Proposal. They will vote against any such adjournment those proxies
required to be voted against the Proposal. The costs of any additional
solicitation and of any adjourned session will be borne by the Fund. Any
proposals for which sufficient favorable votes have been received by the time of
the Meeting will be acted upon and such action will be final regardless of
whether the Meeting is adjourned to permit additional solicitation with respect
to any other proposal.
20
Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Funds as tellers (the "Tellers") for the Meeting. For purposes
of determining the presence of a quorum, the Tellers will count the total number
of votes cast "for" or "against" approval of the Proposal, as well as Shares
represented by proxies that reflect abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or the persons entitled to vote and the
broker or nominee does not have the discretionary voting power on a particular
matter). Abstentions and broker non-votes will have no effect on the outcome of
the Proposal.
Reports to Shareholders. The 2003 Annual Report to Shareholders for PMF,
PCQ and PNF was mailed to Shareholders on or about June 27, 2003. The 2003
Annual Report to Shareholders for PML, PCK and PNI was mailed to Shareholders on
or about July 28, 2003. Additional copies of the Annual Reports and the Funds'
subsequent semi-annual report, if any, may be obtained without charge from the
Funds by calling 1-877-819-2224 or by writing to a Fund at 2187 Atlantic Street,
7th Floor, Stamford, Connecticut 06902.
Shareholder Proposals for 2004 Annual Meetings. It is currently
anticipated that each Fund's next annual meeting of Shareholders (in 2004) will
be held in September 2004. Proposals of Shareholders intended to be presented at
that annual meeting of the Fund must be received by the Fund no later than April
9, 2004 for inclusion in the Funds' joint proxy statement and proxy card
relating to that meeting. The submission by a Shareholder of a proposal for
inclusion in the proxy materials does not guarantee that it will be included.
Shareholder proposals are subject to certain requirements under the federal
securities laws and must be submitted in accordance with each Fund's Bylaws.
Shareholders submitting any other proposals for the Fund intended to be
presented at the 2004 annual meeting (i.e., other than those to be included in
the Fund's proxy materials) must ensure that such proposals are received by the
Fund, in good order and complying with all applicable legal requirements and
requirements set forth in the Fund's Bylaws, no earlier than June 9, 2004 and no
later than June 24, 2004. If a Shareholder who wishes to present a proposal
fails to notify the Fund within these dates, the proxies solicited for the
meeting will have discretionary authority to vote on the Shareholder's proposal
if it is properly brought before the meeting. If a Shareholder makes a timely
notification, the proxies may still exercise discretionary voting authority
under circumstances consistent with the SEC's proxy rules. Shareholder proposals
should be addressed to the attention of the Secretary of the Fund, at the
address of the principal executive offices of the Fund, with a copy to Joseph B.
Kittredge, Jr., at Ropes & Gray, One International Place, Boston, Massachusetts
02110-2624.
21
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A
QUORUM IS PRESENT AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE.
August 8, 2003
22
Appendix A
PIMCO MUNICIPAL INCOME FUND II
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
PIMCO NEW YORK MUNICIPAL INCOME FUND II
AUDIT OVERSIGHT COMMITTEE CHARTER
The Board of Trustees of each of PIMCO Municipal Income Fund II, PIMCO
California Municipal Income Fund II and PIMCO New York Municipal Income Fund II
(each a "Fund") has adopted this Charter to govern the activities of the Audit
Oversight Committee (each a "Committee") of the particular Board. Each Board of
Trustees and each Committee is separately responsible for the particular Fund it
oversees, and not the other Funds. Singular references to the "Board of
Trustees", the "Committee" and the "Fund" hereinafter shall be interpreted to
apply to each Fund individually and not severally.
Statement of Policy
The Committee shall oversee the Fund's accounting and financial reporting
policies and practices and its internal controls. The Committee shall oversee
the quality and objectivity of the Fund's financial statements and the
independent audit of the financial statements. The Committee shall also act as a
liaison between the Fund's independent accountants and the Fund's Board of
Trustees.
The Committee's role is limited to oversight. Fund management is
responsible for Fund accounting and internal control systems, and the
independent accountants are responsible for conducting a proper audit of the
Fund's financial statements. The independent accountants are ultimately
accountable to the Fund's Board of Trustees and the Committee.
Membership
The Committee shall be comprised of as many trustees as the Board of
Trustees shall determine, but in any event not less than (i) two trustees for
the twelve-month period beginning on the date the Fund's shares are first listed
for trading on the New York Stock Exchange ("NYSE") and (ii) three trustees
thereafter. No member shall be an "interested person" of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended. In addition,
each member of the Committee shall also meet the requirements of being
"Independent," as defined in the New York Stock Exchange Listed Company Manual
[sec] 303.01, and shall be free of any relationship that, in the judgment of the
Board of Trustees, may interfere with the exercise of his or her independent
judgment.
A-1
Each member of the Committee shall be financially literate, as such
qualification is interpreted by the Fund's Board of Trustees in its business
judgment under the NYSE listing requirements.
At least one member of the Committee must have accounting or related
financial management expertise, as the Board of Trustees interprets such
qualification in its business judgment under the NYSE listing requirements.
Responsibilities and Duties
The Committee's policies and procedures shall remain flexible to
facilitate the Committee's ability to react to changing conditions and to
generally discharge its functions. The following responsibilities describe areas
of attention in broad terms.
The Committee shall:
1. Recommend the selection, retention or termination of the Fund's
independent accountants based on an evaluation of their independence
and the nature and performance of the audit and other services. The
Board of Trustees, with the assistance of the Committee, shall have
the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy
statement).
2. Receive on a periodic basis formal written disclosures and letters
from the independent accountants as required by the Independence
Standards Board Standard ("ISB") No. 1.1
3. Engage in a dialog with the independent accountants and the Board of
Trustees concerning any relationships between the independent
accountants and the Fund or any other relationships that might
adversely affect the objectivity and independence of the independent
accountants.
4. Review the fees charged by the independent accountants for audit and
other services.
5. Review with the independent accountants arrangements for and the
scope of the annual audit and any special audits including the form
- ----------
1 ISB Standard No. 1 generally requires, among other things, that an auditor
(i) disclose to the Committee, in writing, all relationships between the
auditor and its related entities and the company and its related entities
that in the auditor's professional judgment may reasonably be thought to
bear on independence; (ii) confirm in the letter that, in its professional
judgment, it is independent of the company within the meaning of the
Securities Act of 1933, as amended and the Securities Exchange Act of 1934;
and (iii) discuss the auditor's independence with the audit committee.
A-2
of any opinion proposed to be rendered to the Board of Trustees and
shareholders.
6. Review with management and the independent accountants the annual
financial statements, including a discussion with the independent
accountants of matters required by Statement of Accounting Standards
("SAS") No. 61.2
7. Discuss with the independent accountants any matters of concern
relating to the Fund's financial statements.
8. Consider with the independent accountants their comments on the
Fund's accounting and financial reporting policies, practices and
internal controls and management's responses thereto, including the
effect on the Fund of any recommendation of changes in accounting
principles or practices by management or the independent
accountants.
9. Investigate any improprieties or suspected improprieties in the
Fund's financial and accounting operations.
10. Provide a report in the Fund's proxy statement disclosing whether
the Audit Committee has fulfilled the duties set forth above in
items #2, #3 and #6.
11. Provide a statement whether, based on its review of the Fund's
audited financial statements, the Committee recommends to the Board
of Trustees that the audited financial statements be included in the
Fund's Annual Report.
12. Report to the Board of Trustees regularly on the Committee's
activities and make any necessary recommendations as to the Fund's
accounting and financial reporting policies, practices and its
internal controls.
13. Review and reassess the adequacy of this Charter at least annually
and recommend any changes to the Board of Trustees.
14. Review with counsel legal and regulatory matters that have a
material impact on the Fund's financial and accounting reporting
policies and practices or its internal controls.
15. Perform such other functions consistent with this Charter, the
Fund's Agreement and Declaration of Trust and Bylaws and governing
law, as the Committee or the Board of Trustees deems necessary or
appropriate.
- ----------
2 SAS No. 61 ("Communication with Audit Committees") requires independent
auditors to inform the audit committee of certain matters, including among
others, (i) methods used to account for significant unusual transactions,
(ii) the process used by management in formulating sensitive accounting
estimates on the basis of the auditors' conclusion as to the reasonableness
of those estimates and (iii) disagreements with management over the
application of accounting principles.
A-3
Meetings
The Committee shall meet at least once annually with the independent
accountants (outside the presence of Fund management) and at least once annually
with the representatives of Fund management responsible for the financial and
accounting operations of the Fund. The Committee shall hold special meetings as
and when it deems necessary or appropriate.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Committee may request. The Committee
shall have the authority to discharge its responsibilities, including the
authority to retain counsel and other experts and consultants whose expertise
would be considered helpful to the Committee, at the expense of the Fund.
Dated: June 18, 2002
A-4
Appendix B-1
Joint Report of Audit Oversight Committees
of the Board of Trustees of
PIMCO Municipal Income Fund
PIMCO California Municipal Income Fund
PIMCO New York Municipal Income Fund
(each a "Fund" and, collectively, the "Funds")
(Dated June 17, 2003)
The Audit Oversight Committee (the "Committee") oversees each Fund's
financial reporting process on behalf of the Board of Trustees of the Fund (the
"Board") and operates under a written Charter adopted by the Board. The
Committee meets with the Fund's management ("Management") and independent public
accountants and reports the results of its activities to the Board. Management
has the primary responsibility for the financial statements and the reporting
process, including the system of internal controls. In connection with the
Committee's and independent accountant's responsibilities, Management has
advised that each Fund's financial statements for the fiscal year ended April
30, 2003 were prepared in conformity with generally accepted accounting
principles.
The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent public accountants,
the audited financial statements of each Fund for the fiscal year ended April
30, 2003. The Committee has discussed with PwC the matters required to be
discussed by Statements on Auditing Standard No. 61 ("SAS 61"). SAS 61 requires
independent auditors to communicate to the Committee matters including, if
applicable: (1) methods used to account for significant unusual transactions;
(2) the effect of significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus; (3) the
process used by Management in formulating particularly sensitive accounting
estimates and the basis for the auditor's conclusions regarding the
reasonableness of those estimates; and (4) disagreements with Management over
the application of accounting principles and certain other matters.
The members of the Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Committee
relies on and makes no independent verification of the facts presented to it or
representations made by Management or the independent public accountants.
Accordingly, the Committee's oversight does not provide
B-1
an independent basis to determine that Management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Committee's considerations and
discussions referred to above do not provide assurance that the audit of the
Fund's financial statements has been carried out in accordance with generally
accepted accounting standards or that the financial statements are presented in
accordance with generally accepted accounting principles.
With respect to the Fund, the Committee has received the written
disclosures and the letter from PwC required by Independence Standards Board
Standard No. 1 (requiring auditors to make written disclosures to and discuss
with the Committee various matters relating to the auditor's independence), and
has discussed with PwC their independence. The Committee has also reviewed the
aggregate fees billed by PwC for professional services rendered to the Fund and
for non-audit services provided to PIMCO Advisors Fund Management LLC ("PAFM"),
the Fund's investment manager, Pacific Investment Management Company LLC
("PIMCO"), the Fund's sub-adviser during the last fiscal year, and any entity
controlling, controlled by or under common control with PAFM or PIMCO that
provided services to the Fund. As part of this review, the Committee considered,
in addition to other practices and requirements relating to selection of the
Fund's independent auditors, whether the provision of such non-audit services
was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this
Report to the Board of the Fund and recommends that (1) the audited financial
statements for the fiscal year ended April 30, 2003 for the Fund be included in
the Fund's Annual Report to shareholders for such fiscal year, (2) such Annual
Report be filed with the Securities and Exchange Commission and the New York
Stock Exchange, and (3) PwC be reappointed as the Fund's independent public
accountants for the fiscal year ending April 30, 2004.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Paul Belica
Robert E. Connor
Hans W. Kertess
R. Peter Sullivan III
B-2
Appendix B-2
Joint Report of Audit Oversight Committee
of the Board of Trustees of
PIMCO Municipal Income Fund II
PIMCO California Municipal Income Fund II
PIMCO New York Municipal Income Fund II
(each, a "Fund" and, collectively, the "Funds")
Dated July 16, 2003
The Audit Oversight Committee (the "Committee") oversees each Fund's
financial reporting process on behalf of the Board of Trustees of the Fund (the
"Board") and operates under a written Charter adopted by the Board. The
Committee meets with the Fund's management ("Management") and independent public
accountants and reports the results of its activities to the Board. Management
has the primary responsibility for the financial statements and the reporting
process, including the system of internal controls. In connection with the
Committee's and independent accountant's responsibilities, Management has
advised that the Fund's financial statements for the fiscal year ended May 31,
2003 were prepared in conformity with the generally accepted accounting
principles.
The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP ("PwC"), the Fund's independent public accountants,
the audited financial statements for the fiscal year ended May 31, 2003. The
Committee has discussed with PwC the matters required to be discussed by
Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires independent
auditors to communicate to the Committee matters including, if applicable: 1)
methods used to account for significant unusual transactions; 2) the effect of
significant accounting policies in controversial of emerging areas for which
there is a lack of authoritative guidance or consensus; 3) the process used by
management in formulating particularly sensitive accounting estimates and the
basis for the auditor's conclusions regarding the reasonableness of those
estimates; and 4) disagreements with Management over the application of
accounting principles and certain other matters. With respect to each Fund, the
Committee has received the written disclosure and the letter from PwC required
by Independence Standards Board Standard No. 1 (requiring auditors to make
written disclosure to and discuss with the Committee various matters relating to
the auditor's independence), and has discussed with PwC their independence. The
Committee has also reviewed the aggregate fees billed by PwC for professional
services rendered to the Fund and for non-audit services provided to PIMCO
Advisors Fund
B-3
Management LLC ("PAFM"), the Fund's investment manager, Pacific Investment
Management Company LLC ("PIMCO"), the Fund's sub-adviser and any entity
controlling, controlled by or under common control with PAFM or PIMCO that
provided services to the Fund. As part of this review, the Committee considered,
in addition to other practices and requirements relating to selection of the
Fund's independent auditors, whether the provision of such non-audit services
was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this
Report to the Board of each Fund and recommends that (1) the audited financial
statements for the fiscal year ended May 31, 2003 for each Fund be included in
the Fund's Annual Report to shareholders for such fiscal year, (2) each such
Annual Report be filed with the Securities and Exchange Commission and the New
York Stock Exchange, and (3) PwC be reappointed as each Fund's independent
public accountants for the fiscal year ending May 31, 2004.
Submitted by the Audit Oversight Committees of the Boards of Trustees:
Paul Belica
Robert E. Connor
Hans W. Kertess
R. Peter Sullivan III
B-4
PIMCO MUNICIPAL INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO Municipal Income Fund, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as proxies for the
undersigned, with full power of substitution in each of them, to attend the
Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to be held at
9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO Advisors
Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and revokes any proxy heretofore given with respect to the Annual
Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
-------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of the Nominee.
I. Election of Trustee:
(01) Robert E. Connor (Class I)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM THE
NOMINEE --- --- NOMINEE
- --------------------------------------------------------------------------------
PIMCO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO MUNICIPAL INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO Municipal Income Fund,
a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO MUNICIPAL INCOME FUND II
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO Municipal Income Fund II, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as proxies for the
undersigned, with full power of substitution in each of them, to attend the
Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to be held at
9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO Advisors
Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and revokes any proxy heretofore given with respect to the Annual
Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I),(02)Stephen J. Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
ALL | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- -----------------------------------------------------------------------------
PIMCO MUNICIPAL INCOME FUND II
- -----------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO MUNICIPAL INCOME FUND II
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO Municipal Income Fund II, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as proxies for the
undersigned, with full power of substitution in each of them, to attend the
Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to be held at
9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO Advisors
Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and revokes any proxy heretofore given with respect to the Annual
Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I) (03) Stephen J.
Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO MUNICIPAL INCOME FUND II
- --------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO California Municipal Income
Fund, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of the Nominee.
I. Election of Trustee:
(01) Robert E. Connor (Class I)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM THE
NOMINEE --- --- NOMINEE
- -----------------------------------------------------------------------------
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
- -----------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO California Municipal Income
Fund, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO California Municipal Income
Fund II, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I),(02)Stephen J. Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
ALL | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
- --------------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO California Municipal Income
Fund II, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(02) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I) (03) Stephen J.
Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
- --------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PIMCO NEW YORK MUNICIPAL INCOME FUND
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO New York Municipal Income Fund,
a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- -----------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of the Nominee.
I. Election of Trustee:
(01) Robert E. Connor (Class I)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM THE
NOMINEE --- --- NOMINEE
- -----------------------------------------------------------------------------
PIMCO NEW YORK MUNICIPAL INCOME FUND
- -----------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO NEW YORK MUNICIPAL INCOME FUND
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO New York Municipal Income
Fund, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO NEW YORK MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO NEW YORK MUNICIPAL INCOME FUND II
COMMON SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of common shares of PIMCO New York Municipal Income Fund
II, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- -----------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(01) Robert E. Connor (Class I),(02)Stephen J. Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
ALL | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- -----------------------------------------------------------------------------
PIMCO NEW YORK MUNICIPAL INCOME FUND II
- -----------------------------------------------------------------------------
COMMON SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______
PROXY
PIMCO NEW YORK MUNICIPAL INCOME FUND II
PREFERRED SHARES
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned holder of preferred shares of PIMCO New York Municipal Income
Fund II, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr. and Brian S. Shlissel, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to
be held at 9:00 a.m., Eastern Time, September 16, 2003 at the offices of PIMCO
Advisors Fund Management LLC, 1345 Avenue of the Americas, 49th Floor, New York,
New York 10105, and any postponement or adjournment thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN
THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
- ---------------------------------- -----------------------------------------
Please mark
|X| votes as in
this example.
Your Board of Trustees urges you to vote "FOR" the election of all Nominees.
I. Election of Trustees:
(03) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I) (03) Stephen J.
Treadway (Class III)
--- ---
FOR | | | | WITHHOLD
THE | | | | FROM ALL
NOMINEES --- --- NOMINEES
---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above
- --------------------------------------------------------------------------------
PIMCO NEW YORK MUNICIPAL INCOME FUND II
- --------------------------------------------------------------------------------
PREFERRED SHARES
II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).
---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---
Please be sure to sign and date this Proxy.
Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______