PIMCO California Municipal Income Fund III : Proxy Statement

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 15, 2023

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")

PIMCO MUNICIPAL INCOME FUND III ("PMX")

PIMCO CALIFORNIA MUNICIPAL INCOME FUND III ("PZC") PIMCO NEW YORK MUNICIPAL INCOME FUND III ("PYN")

650 Newport Center Drive

Newport Beach, California 92660

To the Shareholders of PMF, PCQ, PNF, PML, PCK, PNI, PMX, PZC and PYN (each, a "Fund" and, collectively, the "Funds"):

Notice is hereby given that a Joint Annual Meeting of Shareholders of each Fund (the "Meeting") will be held at the offices of Pacific Investment Management Company LLC ("PIMCO" or the "Manager"), at 650 Newport Center Drive, Newport Beach, California 92660, on Friday, December 15, 2023, at 8:00 A.M., Pacific Time, for the following purposes, which are more fully described in the accompanying Proxy Statement:1

1. To elect Trustees of each Fund, each to hold office for the term indicated and until his or her successor shall have been elected and qualified; and

1 The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019.

PIMCO is sensitive to the health and travel concerns of the Funds' shareholders and the evolving recommendations from public health officials. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the Funds will issue a press release announcing the change and file the announcement on the Securities and Exchange Commission's (the "SEC") EDGAR system, among other steps, but may not deliver additional soliciting materials to shareholders or otherwise amend the Funds' proxy materials. The Funds may consider imposing additional procedures or limitations on Meeting attendees or conducting the Meeting as a "virtual" shareholder meeting through the internet or other electronic means in lieu of an in-person meeting, subject to any restrictions imposed by applicable law. If the Meeting will be held virtually in whole or in part, a Fund will notify its shareholders of such plans in a timely manner and disclose clear directions as to the logistical details of the "virtual" meeting, including how shareholders can remotely access, participate in and vote at such meeting. The Funds plan to announce these changes, if any, at pimco.com/en-us/closedendfunds, and encourage you to check this website prior to the Meeting if you plan to attend.

2. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

If you are planning to attend the Meeting in-person, please call 1-866-796-7180 in advance.

The Board of Trustees of each Fund has fixed the close of business on October 17, 2023 as the record date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) 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

Wu-Kwan Kit

Vice President, Senior Counsel and Secretary

Newport Beach, California

November 2, 2023

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 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")

PIMCO MUNICIPAL INCOME FUND III ("PMX")

PIMCO CALIFORNIA MUNICIPAL INCOME FUND III ("PZC") PIMCO NEW YORK MUNICIPAL INCOME FUND III ("PYN")

650 Newport Center Drive

Newport Beach, California 92660

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2023

This Proxy Statement and the Annual Reports to Shareholders for the fiscal year ended December 31, 2022 for the Funds are also available at pimco.com/closedendfunds.

PROXY STATEMENT

November 2, 2023

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 15, 2023

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Boards of Trustees (each a "Board") of the shareholders of each of PMF, PCQ, PNF, PML, PCK, PNI, PMX, PZC and PYN (each, a "Fund" and, collectively, the "Funds") of proxies to be voted at the Joint Annual Meeting of Shareholders of each Fund and any adjournment(s) or postponement(s) thereof. The term "Meeting" is used throughout this joint Proxy Statement to refer to the Annual Meeting of Shareholders of each Fund, as dictated by the context. The Meeting will be held at the offices of Pacific Investment Management Company LLC ("PIMCO" or the "Manager"), at 650 Newport Center Drive, Newport Beach, California 92660, on Friday, December 15, 2023, at 8:00 A.M., Pacific Time. The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019.

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The Notice of Joint Annual Meeting of Shareholders (the "Notice"), this Proxy Statement and the enclosed proxy cards are first being sent to Shareholders on or about November 4, 2023.

The Meeting is scheduled as a joint meeting of the holders of all shares of the Funds, which consist of holders of common shares of each Fund (the "Common Shareholders") and holders of preferred shares (the "Preferred Shareholders" and, together with the Common Shareholders, the "Shareholders"), which include Auction Rate Preferred Shares ("ARPS") of each Fund and, for each Fund other than PNF and PYN, Remarketable Variable Rate Municipal Term Preferred Shares ("RVMTPS"). The Shareholders of each Fund are expected to consider and vote on similar matters. The Shareholders of each Fund will vote on the applicable proposal set forth herein (the "Proposal") and on any other matters that may properly be presented for vote by the Shareholders of that Fund. The outcome of voting by the Shareholders of one Fund does not affect the outcome for the other Funds.

The Board of each Fund has fixed the close of business on October 17, 2023 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. The Shareholders of each Fund on the Record Date will be entitled to one vote per share on each matter to which they are entitled to vote and that is to be voted on by Shareholders of the Fund, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Trustees.

The following table sets forth the number of common shares ("Common Shares") and preferred shares ("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
	Common		Outstanding
	Shares		Preferred Shares
			ARPS		RVMTPS
PMF	26,225,943	5,805	386
PML	66,416,519	9,586	1,242
PMX	33,428,309	5,177	582
PCQ	18,981,066	4,396	346
PCK	32,253,459	3,915	567
PZC	22,484,052	3,471	376
PNF	7,868,376	1,336		N/A
PNI	11,209,146	2,044	149
PYN	5,746,734	1,041		N/A

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The classes of Shares listed for each Fund in the table above are the only classes of Shares currently issued by that Fund.

The following table sets forth the number of record holders of each class of shares of the Funds on the Record Date:

				Number of Record
Fund		Title of Class		Holders
PMF	Common	129
		Preferred	24
PCQ	Common	81
		Preferred	13
PNF	Common	61
		Preferred	3
PML	Common	159
		Preferred	24
PCK	Common	95
		Preferred	18
PNI	Common	86
		Preferred	13
PMX	Common	126
		Preferred	20
PZC	Common	80
		Preferred	10
PYN	Common	53
		Preferred	2

On each proposal to be brought before the Meeting, the Preferred Shareholders, if any, will have equal voting rights (i.e., one vote per Share) with the applicable Fund's Common Shareholders and will vote together with Common Shareholders as a single class. Below is a summary:

PCQ/PCK/PMF/PML/PNF/PNI:

The Common and Preferred Shareholders of each Fund, voting together as a single class, have the right to vote on the re-election of Joseph B. Kittredge, Jr. and David Fisher and the election of Libby D. Cantrill as Trustees of each Fund.

PMX/PZC:

The Common and Preferred Shareholders of each Fund, voting together as a single class, have the right to vote on the re-election of Deborah DeCotis and David Fisher and the election of Libby D. Cantrill as Trustees of each Fund.

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PYN:

The Common and Preferred Shareholders of the Fund, voting together as a single class, have the right to vote on the re-election of Deborah DeCotis and Joseph B. Kittredge, Jr. and the election of Libby D. Cantrill as Trustees of the Fund.

Summary

		Common		Preferred
Proposal		Shareholders		Shareholders
Election/Re-Election of Trustees
PCQ/PCK/PMF/PML/PNF/PNI
Independent Trustee/Nominee*
Re-election of Joseph B. Kittredge, Jr.	✓		✓
Interested Trustees/Nominees
Election of Libby D. Cantrill**	✓		✓
Re-election of David Fisher**	✓		✓
PMX/PZC
Independent Trustee/Nominee*
Re-election of Deborah DeCotis	✓		✓
Interested Trustees/Nominees
Election of Libby D. Cantrill **	✓		✓
Re-election of David Fisher **	✓		✓
PYN
Independent Trustees/Nominees*
Re-election of Deborah DeCotis	✓		✓
Re-election of Joseph B. Kittredge, Jr.	✓		✓
Interested Trustee/Nominee
Election of Libby D. Cantrill **	✓		✓

• "Independent Trustees" or "Independent Nominees" are those Trustees or nominees who are not "interested persons," as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of each Fund.

• Ms. Cantrill and Mr. Fisher are "interested persons" of each Fund, as defined in Section 2(a)(19) of the 1940 Act ("Interested Trustee"), due to their affiliation with PIMCO and its affiliates. They do not receive compensation from the Funds for their services as Trustees.

You may vote by mail by returning a properly executed proxy card, by internet by going to the website listed on the proxy card, by telephone using the toll-free number listed on the proxy card, or in person by attending the Meeting. Shares represented by duly executed and timely delivered proxies will be voted as instructed on the proxy. If you execute and mail the enclosed proxy and no

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choice is indicated for the election or re-election of Trustees listed in the attached Notice, your proxy will be voted in favor of the election or re-election, as applicable, of all nominees. At any time before it has been voted, your proxy may be revoked in one of the following ways: (i) by timely delivering a signed, written letter of revocation to the Secretary of the applicable Fund at 650 Newport Center Drive, Newport Beach, CA 92660, (ii) by properly executing and timely submitting a later-dated proxy vote to the Funds, or (iii) by attending the Meeting and voting in person. If you are planning to attend the Meeting in-person, please call 1-866-796-7180 in advance. You may also call this phone number for information on how to obtain directions to be able to attend the Meeting and vote in person or for information or assistance regarding how to vote by telephone, mail or by internet. Please note that any shareholder wishing to attend the Meeting in-person is required to comply with any health regulations adopted by federal, state and local governments and/or by PIMCO. If any proposal, other than the Proposal set forth herein, properly comes before the Meeting, the persons named as proxies will vote in their sole discretion.

The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. PIMCO serves as the investment manager of each Fund. Additional information regarding the Manager may be found under "Additional Information - Investment Manager" below.

The solicitation will be primarily by mail and by telephone and the cost of soliciting proxies for each Fund will be borne by PIMCO. 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 by PIMCO.

Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more Shareholders share that address and share the same surname. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to the Secretary of the Fund c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660, or by calling 1-866-796-7180 on any business day.

As of the Record Date, the Trustees, nominees and the officers of each Fund as a group and individually beneficially owned less than one percent (1%) of each Fund's outstanding Shares. As of the Record Date, to the knowledge of the

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Funds, other than as set forth below, no person beneficially owned more than five percent (5%) of the outstanding shares of a Fund:

				PERCENTAGE OF
				OWERNSHIP OF
FUND		BENEFICIAL OWNER		CLASS
PIMCO California	MANUFACTURERS AND TRADERS	83.31%
Municipal Income	TRUST COMPANY
Fund II Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO California	BANK OF NEW YORK MELLON	12.65%
Municipal Income	ONE WALL STREET
Fund II Prefrd	NEW YORK, NEW YORK 10286
PIMCO California	MANUFACTURERS AND TRADERS	92.13%
Municipal Income	TRUST COMPANY
Fund Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO California	BANK OF NEW YORK MELLON	7.30%
Municipal Income	ONE WALL STREET
Fund Prefrd	NEW YORK, NEW YORK 10286
PIMCO Municipal	MANUFACTURERS AND TRADERS	39.29%
Income Fund Prefrd	TRUST COMPANY
		1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO Municipal	UBS SECURITIES LLC	54.07%
Income Fund Prefrd	677 WASHINGTON BOULEVARD,
		STAMFORD, CT 6912
PIMCO New York	MANUFACTURERS AND TRADERS	96.26%
Municipal Income	TRUST COMPANY
Fund Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO Municipal	MANUFACTURERS AND TRADERS	52.15%
Income Fund II	TRUST COMPANY
Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO Municipal	UBS SECURITIES LLC	33.63%
Income Fund II	677 WASHINGTON BOULEVARD,
Prefrd	STAMFORD, CT 6912
PIMCO Municipal	BANK OF NEW YORK MELLON	11.47%
Income Fund II	ONE WALL STREET
Prefrd	NEW YORK, NEW YORK 10286

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				PERCENTAGE OF
				OWERNSHIP OF
FUND		BENEFICIAL OWNER		CLASS
PIMCO New York	MANUFACTURERS AND TRADERS	90.10%
Municipal Income	TRUST COMPANY
Fund II Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO New York	BANK OF NEW YORK MELLON	6.79%
Municipal Income	ONE WALL STREET
Fund II Prefrd	NEW YORK, NEW YORK 10286
PIMCO Municipal	MANUFACTURERS AND TRADERS	32.97%
Income Fund III	TRUST COMPANY
Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO Municipal	UBS SECURITIES LLC	55.98%
Income Fund III	677 WASHINGTON BOULEVARD,
Prefrd	STAMFORD, CT 6912
PIMCO Municipal	BANK OF NEW YORK MELLON	10.11%
Income Fund III	ONE WALL STREET
Prefrd	NEW YORK, NEW YORK 10286
PIMCO California	MANUFACTURERS AND TRADERS	87.05%
Municipal Income	TRUST COMPANY
Fund III Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO California	BANK OF NEW YORK MELLON	9.77%
Municipal Income	ONE WALL STREET
Fund III Prefrd	NEW YORK, NEW YORK 10286
PIMCO New York	MANUFACTURERS AND TRADERS	99.71%
Municipal Income	TRUST COMPANY
Fund III Prefrd	1 M&T PLAZA 3RD FLOOR
		BUFFALO, NY 14203
PIMCO California	BANK OF NEW YORK MELLON	6.47%
Municipal Income	ONE WALL STREET
Fund II	NEW YORK, NEW YORK 10286
PIMCO California	CHARLES SCHWAB & CO INC	22.56%
Municipal Income	101 MONTGOMERY ST
Fund II	SAN FRANCISCO CA 94104-4151
PIMCO California	MERRILL LYNCH PROFESSIONAL	6.83%
Municipal Income	CLEARING CORP.
Fund II	222 BROADWAY
		NEW YORK, NY 10038

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				PERCENTAGE OF
				OWERNSHIP OF
FUND		BENEFICIAL OWNER		CLASS
PIMCO California	MORGAN STANLEY SMITH BARNEY	11.49%
Municipal Income	HARBORSIDE FINANCIAL
Fund II	CENTER,PLAZA 2
		JERSEY CITY, NJ 07311
PIMCO California	NATIONAL FINANCIAL	14.56%
Municipal Income	SERVICES LLC
Fund II	200 LIBERTY ST, ONE WORLD
		FINANCIAL CENTER
		NEW YORK NY 10281-1003
PIMCO California	UBS FINANCIAL	6.06%
Municipal Income	499 WASHINGTON BLVD 9TH F
Fund II	JERSEY CITY, NJ 07310-2055
PIMCO California	WELLS FARGO CLEARING	7.23%
Municipal Income	SERVICES, LLC
Fund II	1 NORTH JEFFERSON AVE
		SAINT LOUIS, MO 63103-2523
PIMCO California	CHARLES SCHWAB & CO INC	24.46%
Municipal Income	101 MONTGOMERY ST
Fund	SAN FRANCISCO CA 94104-4151
PIMCO California	MERRILL LYNCH PROFESSIONAL	7.73%
Municipal Income	CLEARING CORP.
Fund	222 BROADWAY
		NEW YORK, NY 10038
PIMCO California	MORGAN STANLEY SMITH BARNEY	13.31%
Municipal Income	HARBORSIDE FINANCIAL
Fund	CENTER,PLAZA 2
		JERSEY CITY, NJ 07311
PIMCO California	NATIONAL FINANCIAL	14.35%
Municipal Income	SERVICES LLC
Fund	200 LIBERTY ST, ONE WORLD
		FINANCIAL CENTER
		NEW YORK NY 10281-1003
PIMCO California	WELLS FARGO CLEARING	5.93%
Municipal Income	SERVICES, LLC
Fund	1 NORTH JEFFERSON AVE
		SAINT LOUIS, MO 63103-2523
PIMCO Municipal	CHARLES SCHWAB & CO INC	21.47%
Income Fund	101 MONTGOMERY ST
		SAN FRANCISCO CA 94104-4151

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