Common use of RVMTP Shares Statement Clause in Contracts

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA NEW YORK MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA NEW YORK MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California New York Municipal Income Fund III II (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 15 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 15 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that:16

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 15 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 15 2.1 Number of Shares; Ranking 16 15 2.2 Dividends and Distributions 17 16 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 28 2.7 Voting Rights 40 39 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 44 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 46 2.13 Global Certificate 49 48 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 49 2.17 Actions on Other than Business Days 50 49 2.18 Modification 50 49 2.19 Transfers 50 49 2.20 No Additional Rights 51 50 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III II (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III II (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 15 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 15 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 16 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 28 2.7 Voting Rights 40 39 2.8 Rating Agencies 44 2.9 Issuance of Additional Preferred Shares 45 44 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 46 2.13 Global Certificate 49 48 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 49 2.17 Actions on Other than Business Days 50 49 2.18 Modification 50 49 2.19 Transfers 50 49 2.20 No Additional Rights 51 50 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 2.5 Mandatory Tender and Remarketing 25 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 45 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III II (the “Fund”), a Massachusetts business trust, certifies that:

RVMTP Shares Statement. Without limiting the provisions of Section 13.1, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by the RVMTP Shares Statement or required by applicable law), amend the Exhibit 1 hereto to (a) reflect any amendments hereto which the Board of Trustees is entitled to adopt pursuant to the terms of the RVMTP Shares Statement without shareholder approval or (b) add additional series of RVMTP Shares or additional shares of a series of RVMTP Shares (and terms relating thereto) to the series and shares of VMTP RVMTP Shares described therein. Each such additional series and all such additional RVMTP Shares shall be governed by the terms of the RVMTP Shares Statement. Exhibit 1 Amended and Restated Statement Establishing and Fixing the Rights and Preferences of the Remarketable Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES -58- TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 2 1 1.2 Interpretation 15 1.3 Liability of Officers, Trustees and Shareholders 16 TERMS APPLICABLE TO ALL SERIES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 16 2.1 Number of Shares; Ranking 16 2.2 Dividends and Distributions 17 2.3 Liquidation Rights 22 2.4 Coverage & Leverage Tests 23 24 2.5 Mandatory Tender and Remarketing 25 26 2.6 Redemption 29 2.7 Voting Rights 40 2.8 Rating Agencies 44 45 2.9 Issuance of Additional Preferred Shares 45 2.10 Status of Redeemed or Repurchased RVMTP Shares 45 2.11 Distributions with respect to Taxable Allocations 46 45 2.12 Term Redemption Liquidity Account and Liquidity Requirement 47 2.13 Global Certificate 49 2.14 Notice 49 2.15 Termination 49 2.16 Appendices 50 2.17 Actions on Other than Business Days 50 2.18 Modification 50 2.19 Transfers 50 2.20 No Additional Rights 51 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that: