Common use of VMTP Shares Statement Clause in Contracts

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO MUNICIPAL INCOME FUND STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 2.3 Liquidation Rights 18 2.4 Coverage & Leverage Tests 19 2.5 Redemption 21 2.6 Voting Rights 31 2.7 Rating Agencies 36 2.8 Issuance of Additional Preferred Shares 37 2.9 Status of Redeemed or Repurchased VMTP Shares 37 2.10 Distributions with respect to Taxable Allocations 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 Global Certificate 41 2.13 Notice 41 2.14 Termination 41 2.15 Appendices 41 2.16 Actions on Other than Business Days 41 2.17 Modification 42 2.18 Transfers 42 2.19 No Additional Rights 43 PIMCO MUNICIPAL INCOME FUND STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Municipal Income Fund (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND II STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 43 2.18 Transfers 42 43 2.19 No Additional Rights 43 44 PIMCO CALIFORNIA MUNICIPAL INCOME FUND II STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund II (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO MUNICIPAL INCOME FUND II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 2.3 Liquidation Rights 18 2.4 Coverage & Leverage Tests 19 2.5 Redemption 21 2.6 Voting Rights 31 2.7 Rating Agencies 36 2.8 Issuance of Additional Preferred Shares 37 2.9 Status of Redeemed or Repurchased VMTP Shares 37 2.10 Distributions with respect to Taxable Allocations 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 Global Certificate 41 2.13 Notice 41 2.14 Termination 41 2.15 Appendices 41 2.16 Actions on Other than Business Days 41 2.17 Modification 42 41 2.18 Transfers 42 2.19 No Additional Rights 43 42 PIMCO MUNICIPAL INCOME FUND II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Municipal Income Fund II (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO FLEXIBLE MUNICIPAL INCOME FUND STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Table of Contents Page RECITALS Article 1 DEFINITIONS 1 1.1 1.1. Definitions 1 1.2 1.2. Interpretation 13 1.3 12 1.3. Liability of Officers, Trustees and Shareholders 13 Article 2 TERMS APPLICABLE TO ALL SERIES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 2.1 2.1. Number of Shares; Ranking 14 2.2 13 2.2. Dividends and Distributions 14 2.3 13 2.3. Liquidation Rights 18 2.4 17 2.4. Coverage & Leverage Tests 18 2.5. Redemption 19 2.5 Redemption 21 2.6 2.6. Voting Rights 31 2.7 29 2.7. Rating Agencies 36 2.8 33 2.8. Issuance of Additional Preferred Shares 37 2.9 34 2.9. Status of Redeemed or Repurchased VMTP Shares 37 2.10 34 2.10. Distributions with respect to Taxable Allocations 37 2.11 34 2.11. Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 35 2.12. Global Certificate 41 2.13 37 2.13. Notice 41 2.14 37 2.14. Termination 41 2.15 37 2.15. Appendices 41 2.16 38 2.16. Actions on Other than Business Days 41 2.17 38 2.17. Modification 42 2.18 38 2.18. Transfers 42 2.19 38 2.19. No Additional Rights 43 39 PIMCO FLEXIBLE MUNICIPAL INCOME FUND STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Flexible Municipal Income Fund (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 2.18 Transfers 42 43 2.19 No Additional Rights 43 PIMCO CALIFORNIA MUNICIPAL INCOME FUND AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO MUNICIPAL INCOME FUND AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 2.3 Liquidation Rights 18 2.4 Coverage & Leverage Tests 19 2.5 Redemption 21 2.6 Voting Rights 31 2.7 Rating Agencies 36 2.8 Issuance of Additional Preferred Shares 37 2.9 Status of Redeemed or Repurchased VMTP Shares 37 2.10 Distributions with respect to Taxable Allocations 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 Global Certificate 41 2.13 Notice 41 2.14 Termination 41 2.15 Appendices 41 2.16 Actions on Other than Business Days 41 2.17 Modification 42 41 2.18 Transfers 42 2.19 No Additional Rights 43 42 PIMCO MUNICIPAL INCOME FUND AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Municipal Income Fund (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 43 2.18 Transfers 42 43 2.19 No Additional Rights 43 44 PIMCO CALIFORNIA MUNICIPAL INCOME FUND STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO NEW YORK MUNICIPAL INCOME FUND II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 14 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 15 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 43 2.18 Transfers 42 43 2.19 No Additional Rights 43 44 PIMCO NEW YORK MUNICIPAL INCOME FUND II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO New York Municipal Income Fund II (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO NEW YORK MUNICIPAL INCOME FUND II STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 14 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 15 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 43 2.17 Modification 42 43 2.18 Transfers 42 43 2.19 No Additional Rights 43 44 PIMCO NEW YORK MUNICIPAL INCOME FUND II STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO New York Municipal Income Fund II (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 43 2.18 Transfers 42 43 2.19 No Additional Rights 43 44 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.RECITALS

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 2.18 Transfers 42 43 2.19 No Additional Rights 43 PIMCO CALIFORNIA MUNICIPAL INCOME FUND II AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund II (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO MUNICIPAL INCOME FUND II STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 2.3 Liquidation Rights 18 2.4 Coverage & Leverage Tests 19 2.5 Redemption 21 2.6 Voting Rights 31 2.7 Rating Agencies 36 2.8 Issuance of Additional Preferred Shares 37 2.9 Status of Redeemed or Repurchased VMTP Shares 37 2.10 Distributions with respect to Taxable Allocations 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 Global Certificate 41 2.13 Notice 41 2.14 Termination 41 2.15 Appendices 41 2.16 Actions on Other than Business Days 41 2.17 Modification 42 2.18 Transfers 42 2.19 No Additional Rights 43 PIMCO MUNICIPAL INCOME FUND II STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Municipal Income Fund II (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 2.3 Liquidation Rights 18 2.4 Coverage & Leverage Tests 19 2.5 Redemption 21 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 2.9 Status of Redeemed or Repurchased VMTP Shares 37 2.10 Distributions with respect to Taxable Allocations 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 Global Certificate 41 2.13 Notice 41 2.14 Termination 41 2.15 Appendices 41 2.16 Actions on Other than Business Days 41 2.17 Modification 42 2.18 Transfers 42 2.19 No Additional Rights 43 PIMCO MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.:

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO MUNICIPAL INCOME FUND III STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 2.3 Liquidation Rights 18 2.4 Coverage & Leverage Tests 19 2.5 Redemption 21 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 2.9 Status of Redeemed or Repurchased VMTP Shares 37 2.10 Distributions with respect to Taxable Allocations 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 2.12 Global Certificate 41 2.13 Notice 41 2.14 Termination 41 2.15 Appendices 41 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 2.18 Transfers 42 2.19 No Additional Rights 43 PIMCO MUNICIPAL INCOME FUND III STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.

VMTP 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 VMTP 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 VMTP Shares Statement without shareholder approval or (b) add additional series of VMTP Shares or additional shares of a series of VMTP Shares (and terms relating thereto) to the series and shares of VMTP Shares described therein. Each such additional series and all such additional VMTP Shares shall be governed by the terms of the VMTP Shares Statement. Exhibit 1 Statement Establishing and Fixing the Rights and Preferences of the Variable Rate MuniFund Term Preferred Shares PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES TABLE OF CONTENTS Page RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 13 1.3 Liability of Officers, Trustees and Shareholders 13 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 13 14 2.1 Number of Shares; Ranking 14 2.2 Dividends and Distributions 14 15 2.3 Liquidation Rights 18 19 2.4 Coverage & Leverage Tests 19 20 2.5 Redemption 21 22 2.6 Voting Rights 31 32 2.7 Rating Agencies 36 37 2.8 Issuance of Additional Preferred Shares 37 38 2.9 Status of Redeemed or Repurchased VMTP Shares 37 38 2.10 Distributions with respect to Taxable Allocations 37 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 39 40 2.12 Global Certificate 41 42 2.13 Notice 41 42 2.14 Termination 41 42 2.15 Appendices 41 42 2.16 Actions on Other than Business Days 41 42 2.17 Modification 42 2.18 Transfers 42 43 2.19 No Additional Rights 43 PIMCO CALIFORNIA MUNICIPAL INCOME FUND III AMENDED AND RESTATED STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES PIMCO California Municipal Income Fund III (the “Fund”), a Massachusetts business trust, certifies that: RECITALS FIRST: The Fund is authorized under Article III of the Fund’s Agreement and Declaration of Trust, as amended (which, as hereafter restated or amended from time to time, is herein called the “Declaration”), to issue an unlimited number of Preferred Shares (as defined below), par value $0.00001 per share.: