PIMCO California Municipal Income Fund III : Proxy Statement

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 16, 2022

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 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") and PIMCO New York Municipal Income Fund III ("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 16, 2022, 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, 2022 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 3, 2022

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 16, 2022

This Proxy Statement and the Annual Reports to Shareholders for the fiscal year ended December 31, 2021 for PMF, PCQ, PNF, PML, PCK, PNI, PMX, PZC and PYN are also available at pimco.com/closedendfunds.

PROXY STATEMENT

November 3, 2022

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 16, 2022

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 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") and PIMCO New York Municipal Income Fund III ("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

1

LLC ("PIMCO" or the "Manager"), at 650 Newport Center Drive, Newport Beach, California 92660, on Friday, December 16, 2022, at 8:00 A.M., Pacific Time. The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019.

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 7, 2022.

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, Variable Rate Municipal Term Preferred Shares ("VMTPS"). 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, 2022 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		VMTPS
PMF . . . . . . . .	26,124,837	6,668	233
PCQ . . . . . . . .	18,956,636	4,825	293
PNF . . . . . . . .	7,859,932	1,641		None
PML . . . . . . . .	64,234,915	11,933	687
PCK . . . . . . . .	32,229,660	5,147	343
PNI . . . . . . . . .	11,209,146	2,320	210
PMX . . . . . . .	33,358,579	6,189	343
PZC . . . . . . . .	22,452,126	3,915	271
PYN . . . . . . . .	5,743,614	1,178		None

2

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 Shares, par value $0.00001	74
		Preferred Shares, par value $0.00001	39
PCQ	Common Shares, par value $0.00001	51
		Preferred Shares, par value $0.00001	21
PNF	Common Shares, par value $0.00001	50
		Preferred Shares, par value $0.00001	6
PML	Common Shares, par value $0.00001	82
		Preferred Shares, par value $0.00001	45
PCK	Common Shares, par value $0.00001	56
		Preferred Shares, par value $0.00001	26
PNI	Common Shares, par value $0.00001	52
		Preferred Shares, par value $0.00001	20
PMX	Common Shares, par value $0.00001	65
		Preferred Shares, par value $0.00001	40
PZC	Common Shares, par value $0.00001	54
		Preferred Shares, par value $0.00001	15
PYN	Common Shares, par value $0.00001	45
		Preferred Shares, par value $0.00001	4

At the Meeting, the election of one Trustee (the "Preferred Shares Trustee") of each Fund will be voted on exclusively by the Preferred Shareholders (including holders of ARPS and, for each Fund other than PNF and PYN, holders of VMTPS, voting together) of that Fund. Holders of ARPS and VMTPS will be entitled to one vote per share, regardless of the relative liquidation preference of the Preferred Shares. On each other proposal to be brought before the Meeting (including the election of the nominees other than the Preferred Shares Trustees by all Shareholders), 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.

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 Deborah DeCotis and the election of Kathleen McCartney as Trustees of each Fund. The Preferred Shareholders, voting as a separate class, have the right to vote on the re-election of Sarah E. Cogan as a Trustee of each Fund.

3