Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust

EX-99.(A)(1)(V) 6 d561045dex99a1v.htm FORM OF LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS, COMMERCIAL BANKS, TRUST Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust

Offer by

Each of

PIMCO Municipal Income Fund

PIMCO Municipal Income Fund II

PIMCO Municipal Income Fund III

PIMCO California Municipal Income Fund

PIMCO California Municipal Income Fund II

PIMCO California Municipal Income Fund III

PIMCO New York Municipal Income Fund

PIMCO New York Municipal Income Fund II

PIMCO New York Municipal Income Fund III

(each, a “Fund” and, collectively, the “Funds”)

to Purchase for Cash

Up To 100% of Its Outstanding Preferred Shares

(PIMCO Municipal Income Fund: Auction-Rate Preferred Shares Series A, Series B, Series C, Series D and Series E)

(PIMCO Municipal Income Fund II: Auction-Rate Preferred Shares Series A, Series B, Series C, Series D and Series E)

(PIMCO Municipal Income Fund III: Auction-Rate Preferred Shares Series A, Series B, Series C, Series D and Series E)

(PIMCO California Municipal Income Fund: Auction-Rate Preferred Shares Series A, Series B and Series C)

(PIMCO California Municipal Income Fund II: Auction-Rate Preferred Shares Series A, Series B, Series C, Series D and Series E)

(PIMCO California Municipal Income Fund III: Auction-Rate Preferred Shares Series A and Series B)

(PIMCO New York Municipal Income Fund: Auction-Rate Preferred Shares Series A)

(PIMCO New York Municipal Income Fund II: Auction-Rate Preferred Shares Series A and Series B)

(PIMCO New York Municipal Income Fund III: Auction-Rate Preferred Shares Series A)

July 20, 2018

To Our Clients:

Enclosed for your consideration is the offer to purchase dated July 20, 2018 (the “Offer to Purchase”) in connection with an offer by each of the Funds, each a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, to purchase for cash up to 100% of its outstanding preferred shares of beneficial interest, $0.00001 par value and liquidation preference of $25,000 per share, designated Auction-Rate Preferred Shares, (with respect to each Fund, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase and each Fund’s related letter of transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, each as amended or supplemented from time to time, with respect to each Fund constitutes such Fund’s “Offer” and, collectively, the “Offers”). The price to be paid for each Fund’s Preferred Shares is an amount to the seller, equating to 85% of the liquidation preference of $25,000 per share (or $21,250 per share) in cash, plus any unpaid dividends accrued through September 11, 2018, or such later date to which the Offer is extended, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer to Purchase). Each Fund’s Offer is not conditioned on any minimum number of shares being tendered but is conditioned upon the Fund’s issuance of privately placed new preferred shares (the “New Preferred Shares”) with an aggregate liquidation preference at least equal to the aggregate liquidation preference of the Preferred Shares accepted for repurchase in the Fund’s Offer, with such issuance to occur in accordance with the terms of a purchase agreement and the Fund’s Bylaws on or before the completion of the Fund’s Offer (the “New Preferred Share Condition”). However, each Fund may waive the New Preferred Share Condition in its sole discretion. Each Fund’s Offer is also subject to certain other conditions as outlined in the Offer and in the related Letter of Transmittal.

We are the registered holder of record of Preferred Shares held for your account. A tender of such Preferred Shares can be made only by us as the registered holder of record and only pursuant to your instructions. The Offer to Purchase is being furnished to you for your information only and cannot be used by you to tender Preferred Shares held by us for your account.

We request instructions as to whether you wish us to tender all or any Preferred Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer(s).

Your attention is invited to the following:

The purchase price to be paid for a Fund’s Preferred Shares is an amount per share, net to the seller in cash, equal to 85% of the liquidation preference per share (or $21,250 per share), plus any unpaid dividends accrued through September 11, 2018, or such later date to which the Offer is extended, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer. When considering whether to tender Preferred Shares, you should be aware that the payment received pursuant to the Offer will be less than the liquidation preference of the Preferred Shares. Under each Fund’s Bylaws, holders of a Fund’s Preferred Shares would receive the full liquidation preference of the Preferred Shares in certain limited circumstances — i.e., in the event of the liquidation of the Fund or a mandatory redemption under the terms of the Preferred Shares as a result of the Fund failing to meet certain asset coverage requirements. Under current market conditions, PIMCO believes the likelihood of a Fund liquidating or being required to redeem Preferred Shares under the terms of its Bylaws is remote.

Each Fund’s Offer and withdrawal rights expire at 5:00 p.m., New York City time, on September 11, 2018, unless the Offer is extended.

Each Fund’s Offer is not conditioned on any minimum number of shares being tendered but is conditioned upon the Fund’s issuance of New Preferred Shares with an aggregate liquidation preference at least equal to the aggregate liquidation preference of the Preferred Shares accepted for repurchase in the Fund’s Offer, with such issuance to occur in accordance with the terms of a purchase agreement and the Fund’s Bylaws on or before the completion of the Fund’s Offer. However, each Fund may waive the New Preferred Share Condition at its sole discretion. Each Fund’s Offer is also subject to certain other conditions as outlined in the Offer and in the related Letter of Transmittal.

Upon the terms and subject to the conditions of a Fund’s Offer, such Fund will purchase all Preferred Shares validly tendered (and not withdrawn) on or prior to the Expiration Date (as defined in the Offer to Purchase).

Any stock transfer taxes applicable to the sale of Preferred Shares to a Fund pursuant to that Fund’s Offer will be paid by the Preferred Shareholders, except as otherwise provided in the Offer to Purchase.

No fees or commissions will be payable to any Fund in connection with the Offers. However, brokers and other nominees who tender Preferred Shares pursuant to your instructions may charge you a fee for doing so.

Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.

In order to facilitate auctions for any Preferred Shares that may remain outstanding after the Offers are completed, please provide, if known, the contact information for the auction department at your broker or other nominee, or the broker-dealer (if a different party) that submits auction instructions to the Auction Agent on your behalf.

If you wish to have us tender all or any of your Preferred Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. If you authorize the tender of your Preferred Shares, all such Preferred Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of an Offer.

Each Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Preferred Shares in any jurisdiction in which the making of an Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

Neither the Funds, their Boards of Trustees (each, a “Board”) nor Pacific Investment Management Company LLC, the Funds’ investment manager, are making any recommendation to any holder of Preferred

Shares as to whether to tender or refrain from tendering Preferred Shares in an Offer. Each holder of Preferred Shares is urged to read the Offer to Purchase and the Letter of Transmittal and accompanying materials carefully in evaluating an Offer. No person has been authorized to give any information or to make any representations in connection with an Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been authorized by a Fund or its Board.

Payment for Preferred Shares purchased pursuant to an Offer will in all cases be made only after timely receipt by Deutsche Bank Trust Company Americas (the “Tender Agent”) of (a) timely confirmation of the book-entry transfer of such Preferred Shares into the account maintained by the Tender Agent at the Tender Agent (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the applicable Letter of Transmittal. Accordingly, payment may not be made to all tendering holders of Preferred Shares at the same time depending upon when confirmations of book-entry transfer of such Preferred Shares into the Tender Agent’s account at the Book-Entry Transfer Facility are actually received by the Tender Agent.

Instructions with Respect to Offer by each of