Edgar Filing: PIMCO CALIFORNIA MUNICIPAL INCOME FUND

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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PIMCO CALIFORNIA MUNICIPAL INCOME FUND

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NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
To be held on September 17, 2002
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c/o PIMCO Funds Advisors LLC
1345 Avenue of the Americas
New York, New York 10105

To the Shareholders of PIMCO Municipal Income Fund ("PMF"), PIMCO
California Municipal Income Fund ("PCQ") and PIMCO New York Municipal Income
Fund ("PNF"):

Notice is hereby given that a Joint Annual Meeting of Shareholders (the
"Meeting") of PMF, PCQ and PNF (each, a "Fund" and, collectively, the "Funds")
will be held at the offices of PIMCO Funds Advisors LLC, 1345 Avenue of the
Americas, 49th Floor, New York, New York 10105, on Tuesday, September 17, 2002
at 9:00 a.m., Eastern time, for the following purposes, all of which are more
fully described in the accompanying Proxy Statement dated August 8, 2002:

1. To elect six Trustees of each Fund, each to hold office for the term
indicated and until their successors shall have been elected and
qualified; and

2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.

The Board of Trustees of each Fund has fixed the close of business on July
19, 2002 as the record date for the determination of Shareholders entitled to
notice of, and to vote at, the Meeting or any postponement or adjournment
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

Newton B. Schott, Jr., Secretary

New York, New York
August 8, 2002

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 the Funds 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")

c/o PIMCO Funds Advisors LLC
1345 Avenue of the Americas
New York, New York 10105

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PROXY STATEMENT
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FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 17, 2002

INTRODUCTION

This joint Proxy Statement is furnished in connection with the
solicitation by the Boards of Trustees (each a "Board") of each of PMF, PCQ and
PNF (each a "Fund" and, collectively, the "Funds") of proxies to be voted at
the Joint Annual Meeting of Shareholders of the Funds, to be held on September
17, 2002, and any adjournment or postponement thereof (the "Meeting"). The
Meeting will be held at the offices of PIMCO Funds Advisors LLC, 1345 Avenue of
the Americas, 49th Floor, New York, New York 10105, on September 17, 2002 at
9:00 a.m., Eastern time.

The Notice of Joint Annual Meeting of Shareholders (the "Notice"), this
Proxy Statement and the enclosed Proxy Card are first being sent to
Shareholders on or about August 8, 2002.

The Meeting is scheduled as a joint meeting of the respective holders of
common shares (the "Common Shareholders") and preferred shares (the "Preferred
Shareholders" and, together with Common Shareholders, the "Shareholders") of
the Funds because the Shareholders of the Funds are expected to consider and
vote on similar matters. Shareholders of each Fund will vote separately on the
Proposal set forth herein and on any other matters that may arise for that
Fund, and an unfavorable vote on the Proposal by the Shareholders of one Fund
will not affect the implementation of the Proposal by another Fund if the
Proposal is approved by the Shareholders of the other Fund.

The Board of each Fund has fixed the close of business on July 19, 2002 as
the record date (the "Record Date") for the determination of Shareholders of
the Fund entitled to notice of, and to vote at, the Meeting, and any
postponement or adjournment thereof. Shareholders of each Fund on the Record
Date will be entitled to one vote on each matter to which they are entitled to
vote and that is to be voted on by that Fund for each share held, and a
fractional vote with respect to fractional shares, with no cumulative voting
rights. The following table sets forth the number of shares of common stock, no
par value ("Common Shares"), and shares of preferred stock, no par value
("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 Outstanding
Fund Common Shares Preferred Shares
------- --------------- -----------------

PMF 23,894,637 8,000
PCQ 17,665,248 6,000
PNF 7,241,301 2,520

The classes of stock listed in the table above are the only classes of
stock currently authorized by each Fund.

At the Meeting, Preferred Shareholders of each Fund will have equal voting
rights (i.e., one vote per Share) with the Fund's Common Shareholders and,
except as discussed below, will vote together with Common Shareholders as a
single class on all proposals to be brought before the Meeting applicable to
that Fund. As summarized in the table below, the Preferred Shareholders of each
Fund, voting as a separate class, have the right to elect the following two
Trustees of the Fund: Hans W. Kertess and John J. Dalessandro II. The Common
Shareholders of the Funds do not have the right to vote with respect to the
election of those two Trustees.

Summary

Proposal Common Shareholders Preferred Shareholders
-------- ------------------- ----------------------

Election of Trustees
o Election of Paul Belica, Robert [checkmark] [checkmark]
Connor, R. Peter Sullivan III and
Stephen J. Treadway
o Election of John J. Dalessandro N/A [checkmark]
and Hans W. Kertess

You may vote by mailing the enclosed proxy card. Shares represented by
duly executed and timely proxies will be voted as instructed on the proxy. If
you mail the enclosed proxy and no choice is indicated for the Proposal listed
in the attached Notice of Meeting, your proxy will be voted in favor of the
election of all nominees. At any time before it has been voted, your proxy may
be revoked in one of the following ways: (i) by sending a signed, written
letter of revocation to the Secretary of the Trust at 1345 Avenue of the
Americas, New York, New York 10105, (ii) by properly executing a later-dated
proxy, or (iii) by attending the Meeting, requesting return of any previously
delivered proxy and voting in person. If any proposal, other than the Proposal
set forth herein, properly comes before the Meeting, Shares represented by the
proxies will be voted on all such proposals in the discretion of the person, or
persons, voting the proxies.

The principal executive offices of each Fund are located at 1345 Avenue of
the Americas, New York, New York 10105. PIMCO Funds Advisors LLC (the
"Manager") serves as the investment manager of each Fund and retains its
affiliate, Pacific Investment Management Company LLC ("PIMCO"), to serve as
each Fund's sub-adviser.

The solicitation will be by mail and the cost of soliciting proxies for a
Fund will be borne by that Fund. In addition, 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. In addition, the Funds have
employed D.F. King & Co. Inc. pursuant to its standard contract as proxy
solicitor, the cost of which will be borne proportionately by each of the Funds
based upon each Fund's net assets, including assets attributable to any
Preferred Shares outstanding, and is estimated to be approximately $2,500 in
the aggregate, plus out-of-pocket expenses.

As of July 15, 2002, the Trustees and the officers of each of the Funds as
a group beneficially owned less than one percent (1%) of any Fund's outstanding
Common Shares and Preferred Shares and, to the knowledge of each Fund, no person
beneficially owned more than five percent (5%) of the outstanding Shares of any
class of any Fund. Cede & Co., as nominee for participants in the Depository
Trust Company, held of record the following Shares: 23,474,959 Common Shares of
PMF (representing approximately 98.24% of the Fund's outstanding Common Shares)
and all 8,000 outstanding Preferred Shares of PMF; 17,522,289 Common Shares of
PCQ (representing approximately 99.19% of the Fund's outstanding Common Shares)
and all 6,000 outstanding Preferred Shares of PCQ; and 7,197,507 Common Shares

of PNF (representing approximately 99.40% of the Fund's outstanding Common
Shares) and all 2,520 outstanding Preferred Shares of PNF.

PROPOSAL: ELECTION OF TRUSTEES

The Meeting will constitute the first annual meeting of Shareholders of
each Fund. In accordance with each Fund's Amended and Restated Agreement and
Declaration of Trust (each a "Declaration"), the Trustees will be divided into
the following three classes (each a "Class") at the Meeting: Class I, which
shall be elected for a term of one year; Class II, which shall be elected for a
term of two years; and Class III, which shall be elected for a term of three
years, such that the terms of the Class I, Class II and Class III Trustees will
expire in 2003, 2004 and 2005, respectively. At each annual meeting beginning
with the 2003 annual meeting, successors to the Class of Trustees whose term
expires at that annual meeting shall be elected for a three-year term. A
Trustee elected at an annual meeting shall hold office until the annual meeting
for the year in which his term expires and until his successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

Under this classified Board structure, after the first annual meeting,
only those Trustees in a single Class may be replaced in any one year, and it
would require a minimum of two years to change a majority of the Board of a
Fund under normal circumstances. This structure, which may be regarded as an
"anti-takeover" provision, may make it more difficult for a Fund's Shareholders
to change the majority of Trustees of the Fund and, thus, promotes the
continuity of management.

The Board of each Fund has designated the following Trustees to the
Classes listed below for election at the Meeting:

Trustee Class Expiration of Term if Elected
------- ----- -----------------------------

Robert E. Connor Class I 2003 Annual Meeting
Hans W. Kertess Class I 2003 Annual Meeting

Paul Belica Class II 2004 Annual Meeting
John J. Dalessandro II Class II 2004 Annual Meeting

R. Peter Sullivan III Class III 2005 Annual Meeting
Stephen J. Treadway Class III 2005 Annual Meeting

Unless authority is withheld, it is the intention of the persons named in
the enclosed proxy for each Fund to vote each proxy for the persons listed
above. Each of the nominees has indicated he will serve if elected, but if he
should be unable to serve for a Fund, the proxy holders may vote in favor of
such substitute nominee as the Board of such Fund may designate (or the Board
may determine to leave a vacancy). A Trustee elected by the Board to fill any
vacancy shall serve until the next annual meeting of shareholders and until his
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. At any annual
meeting of shareholders, any Trustee elected to fill a vacancy that has arisen
since the preceding annual meeting of shareholders (whether or not any such
vacancy has been filled by election of a new Trustee by the Board) shall hold
office for a term that coincides with the remaining term of the Class of
Trustees to which such office was previously assigned, if such vacancy arose
other than by an increase in the number of Trustees, and until his successor
shall be elected and shall qualify.

Information Regarding Trustees and Nominees.

The following table provides information concerning the Trustees of each
Fund, each of whom is also a nominee for election at the Meeting.

Number of
Portfolios
in Fund Other
Position(s) Term of Complex Directorships
Name, Held Office and Overseen by Held by
Address*, with Each Length of Principal Occupation(s) Trustee/ Trustee/
and Age Fund Time Served During the Past 5 Years Nominee Nominee
-------- ----------- ----------- ------------------------------------------- ------------ -------------

Independent Trustees**
Paul Belica Trustee Since Trustee, Fixed Income SHares, PIMCO 9 None.
Age 80 inception Corporate Income Fund, PMF, PIMCO
(Class II) (June, 2001) Municipal Income Fund II, PCQ, PIMCO
California Municipal Income Fund II, PNF and
PIMCO New York Municipal Income Fund II;
Manager, Stratigos Fund, L.L.C., Whistler
Fund, L.L.C., Xanthus Fund, L.L.C. and
Wynstone Fund, L.L.C.; Director, Student
Loan Finance Corp., Education Loans, Inc.,
Goal Funding, Inc. and Surety Loan Funding,
Inc. Formerly, Advisor, Salomon Smith Barney
Inc.; Director, Central European Value Fund,
Inc., Deck House, Inc., and the Czech
Republic Fund, Inc.

Robert E. Connor Trustee Since Trustee, Fixed Income SHares, PIMCO 10 None.
Age 68 inception Corporate Income Fund, PMF, PIMCO
(Class I) (June, 2001) Municipal Income Fund II, PCQ, PIMCO
California Municipal Income Fund II, PNF and
PIMCO New York Municipal Income Fund II;
Director, Municipal Advantage Fund, Inc.;
Corporate Affairs Consultant, an administrative
unit of Salomon Smith Barney Inc. Formerly,
Senior Vice President, Corporate Office,
Salomon Smith Barney Inc.

John J. Dalessandro II+ Trustee Since President and Director, J.J. Dalessandro II Ltd., 7 None.
Age 65 August, 2001 registered broker-dealer and member of the
(Class II) New York Stock Exchange; Trustee, PIMCO
Corporate Income Fund, PMF, PIMCO
Municipal Income Fund II, PCQ, PIMCO
California Municipal Income Fund II, PNF and
PIMCO New York Municipal Income Fund II.

Hans W. Kertess Trustee Since Trustee, PIMCO Corporate Income Fund, 7 None
Age 62 July, 2001 PMF, PIMCO Municipal Income Fund II,
(Class I) PCQ, PIMCO California Municipal Income
Fund II, PNF and PIMCO New York
Municipal Income Fund II. Formerly,
Managing Director, Dain Rauscher Inc.;
Managing Director, Salomon Brothers.

Number of
Portfolios
in Fund Other
Position(s) Term of Complex Directorships
Name, Held Office and Overseen by Held by
Address*, with Each Length of Principal Occupation(s) Trustee/ Trustee/
and Age Fund Time Served During the Past 5 Years Nominee Nominee
--------- ----------- ----------- --------------------------------------------- ------------ -------------

R. Peter Sullivan III Trustee Since Trustee, PIMCO Corporate Income Fund, 7 None.
Age 60 April, 2002 PMF, PIMCO Municipal Income Fund II,
(Class III) PCQ, PIMCO California Municipal Income
Fund II, PNF and PIMCO New York
Municipal Income Fund II. Formerly,
Managing Partner, Wagner Stott
Mercator LLC.
Interested Trustee**
Stephen J. Treadway++ Chairman, Since Managing Director, Allianz Dresdner Asset 56 None.
2187 Atlantic Street President, inception Management of America L.P.; Managing
Stamford, CT 06902 Trustee (June, 2001) Director and Chief Executive Officer, PIMCO
Age 54 Funds Advisors LLC; Managing Director and
(Class III) Chief Executive Officer, PIMCO Funds
Distributors LLC; Trustee, President and Chief
Executive Officer, PIMCO Funds: Multi-
Manager Series; Chairman, Fixed Income
SHares; Trustee, Chairman and President, OCC
Cash Reserves, Inc., OCC Accumulation Trust,
PIMCO Corporate Income Fund, PMF, PCQ,
and PNF; Chairman and Trustee, Municipal
Advantage Fund, Inc.; President, The
Emerging Markets Income Fund, Inc., The
Emerging Markets Income Fund II, Inc., The
Emerging Markets Floating Rate Fund, Inc.,
Global Partners Income Fund, Inc., Municipal
Partners Fund, Inc. and Municipal Partners
Fund II, Inc.; President, PIMCO Municipal
Income Fund II, PIMCO California Municipal
Income Fund II, PIMCO New York Municipal
Income Fund II. Formerly, Executive Vice
President, Smith Barney Inc.

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* Unless otherwise indicated, the business address of the persons listed below
is c/o PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, New York, New
York 10105.
** "Independent Trustees" are those Trustees who are not "interested persons,"
as defined in the Investment Company Act of 1940, as amended (the "1940
Act"), of the Funds. "Interested Trustees" are those who are "interested
persons" of the Funds.
+ Mr. Dalessandro is treated by the Funds as not being an "interested person"
of the Funds, the Manager or PIMCO, despite his affiliation with J.J.
Dalessandro II Ltd., a member of the New York Stock Exchange, Inc. (the
"Exchange") that operates as a floor broker and executes portfolio
transactions only for other members of the Exchange acting on behalf of
their undisclosed customers. There can be no assurance that customers of
such other members of the Exchange would not include investment advisory
clients of the Manager, PIMCO or their affiliates.
++ Mr. Treadway is an "interested person" of the Funds due to his affiliation
with the Manager, as set forth above. Mr. Treadway's positions with
affiliated persons of the Funds are set forth in the table above.

The following table states the dollar range of equity securities
beneficially owned as of July 15, 2002 by each Trustee/nominee of each Fund
and, on an aggregate basis, in any registered investment companies overseen or
to be overseen by the Trustee/nominee in the "family of investment companies"
including the Funds.

Aggregate Dollar Range of Equity
Securities in All Registered Investment
Dollar Range of Equity Companies Overseen by Trustee/Nominee
Name of Trustee/Nominee Fund Securities in a Fund* in the Family of Investment Companies*
------------------------- ------ ------------------------ ----------------------------------------

Independent Trustees
Paul Belica PMF Over $100,000. Over $100,000.
PCQ None.
PNF None.
Robert E. Connor PMF None. None.
PCQ None.
PNF None.
Hans W. Kertess PMF None. None.
PCQ None.
PNF None.
R. Peter Sullivan III PMF None. None.
PCQ None.
PNF None.
John J. Dalessandro II PMF None. None.
PCQ None.
PNF None.
Interested Trustee
Stephen J. Treadway PMF None. Over $100,000.
PCQ None.
PNF None.

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* Securities are valued as of July 15, 2002.

To the knowledge of the Funds, as of July 15, 2002, Trustees and nominees
who are Independent Trustees and their immediately family members did not own
securities of an investment adviser or principal underwriter of a Fund or a
person (other than a registered investment company) directly or indirectly
controlling, controlled by, or under common control with an investment adviser
or principal underwriter of a Fund.

Compensation. The Funds, PIMCO Corporate Income Fund, PIMCO Municipal
Income Fund II, PIMCO California Municipal Income Fund II and PIMCO New York
Municipal Income Fund II (together, the "PIMCO Closed-End Funds") have the same
Board of Trustees (except that Mr. Treadway is not as of the date of this Proxy
Statement a Trustee of PIMCO Municipal Income Fund II, PIMCO California
Municipal Income Fund II or PIMCO New York Municipal Income Fund II) and are
expected to hold joint meetings of such Boards whenever possible. Each Trustee,
other than any Trustee who is a director, officer, partner or employee of the
Manager, PIMCO or any entity controlling, controlled by or under common control
with the Manager or PIMCO, receives $14,000 for each joint meeting for the
first four joint meetings in each year and $7,000 for each additional joint
meeting in such year if the meetings are attended in person. Such Trustees
receive $3,500 per joint meeting if the meetings

are attended telephonically. Members of the Audit Oversight Committees of the
PIMCO Closed-End Funds receive $3,500 per joint meeting of such Committees if
the meeting takes place on a day other than the day of a regularly scheduled
Board meeting. Trustees will also be reimbursed for meeting-related expenses.
The PIMCO Closed-End Funds do not provide any pension or other retirement
benefits to their Trustees. The PIMCO Closed-End Funds will allocate the
Trustees' compensation and other costs of their joint meetings pro rata based
on each PIMCO Closed-End Fund's net assets, including assets attributable to
any preferred shares.

It is estimated that the Trustees will receive the amounts set forth in the
following table from each Fund for its fiscal year ending April 30, 2003. For
the calendar year ended December 31, 2001, the Trustees received the
compensation set forth in the following table for serving as trustees of the
Funds and of other funds in the "Fund Complex," including the Funds. Each
officer and Trustee who is a director, officer, partner, member or employee of
the Manager or PIMCO, or any entity controlling, controlled by or under common
control with the Manager or PIMCO, serves without any compensation from the
Funds.

Compensation Table

Aggregate
Compensation from
Fund for the
Fiscal Year Total Compensation from the Funds and Fund
Ending April 30, Complex Paid to Trustees for the Calendar
Name of Trustee 2003* Year Ended December 31, 2001**
------------------------ ----------------- ------------------------------------------

Paul Belica PMF $7,700 $26,000
PCQ $5,665
PNF $2,325
Robert E. Connor PMF $7,700 $36,500
PCQ $5,665
PNF $2,325
Hans W. Kertess PMF $7,700 $ 6,000
PCQ $5,665
PNF $2,325
R. Peter Sullivan III PMF $7,700 $ 0
PCQ $5,665
PNF $2,325
John J. Dalessandro II PMF $7,700 $13,500
PCQ $5,665
PNF $2,325

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* Since the Funds have not completed a full fiscal year (their initial fiscal
years ended April 30, 2002 covered only ten months), compensation is
estimated based upon future payments expected to be made by the Funds
during their current fiscal year ending April 30, 2003 and upon estimated
relative net assets of the PIMCO Closed-End Funds. Mr. Treadway does not
receive compensation from the Funds for his service as Trustee.
** In addition to the PIMCO Closed-End Funds, during the year ended December
31, 2001, Mr. Belica served as a Trustee of one open-end investment company
(comprising two separate investment portfolios) advised by the Manager, and
Mr. Connor served as a Trustee of one open-end investment company
(comprising two separate investment portfolios) and one closed-end
investment company advised by the Manager. These investment companies are
considered to be in the same "Fund Complex" as the Funds.

The Funds have no employees. Their officers are compensated by the
Manager, PIMCO or one of their affiliates.

Board Committees and Meetings.

Audit Oversight Committee. The Board of each Fund has an Audit Oversight
Committee, consisting of Messrs. Belica, Connor, Kertess and Sullivan, each of
whom is an Independent Trustee. The Audit Oversight Committees provide
oversight with respect to the internal and external accounting and auditing
procedures of a Fund and, among other things, consider the selection of
independent public accountants for the Funds and the scope of the audit,
approve all significant services proposed to be performed by those accountants
on behalf of the Funds, and consider other services provided by those
accountants to the Funds, the Manager and PIMCO, and entities in a control
relationship with the Manager or PIMCO, and the possible effect of those
services on the independence of those accountants.

Each member of the Audit Oversight Committees is "independent" as defined
in Sections 303.01(B)(2)(a) and (3) of the listing standards of the New York
Stock Exchange, on which the Common Shares of each Fund are listed. The Board
of each Fund has adopted a written charter for its Audit Oversight Committee, a
copy of which is included as Appendix A to this Proxy Statement. A joint report
of the Audit Oversight Committees of each Fund, dated June 18, 2002, is
attached to this Proxy Statement as Appendix B.

Nominating Committee. The Board of each Fund has a Nominating Committee
comprised solely of Independent Trustees, consisting of Messrs. Belica, Connor,
Kertess and Sullivan. The Nominating Committees are responsible for reviewing
and recommending qualified candidates to the Boards in the event that a
position is vacated or created. The Nominating Committee for a Fund will review
and consider nominees recommended by Shareholders to serve as Trustee, provided
any such recommendation is submitted in writing to the Fund, to the attention
of the Secretary, at the address of the principal executive offices of the
Fund. The Nominating Committees have full discretion to reject nominees
recommended by Shareholders, and there is no assurance that any such person so
recommended and considered by a Committee will be nominated for election to the
Board of a Fund.

Valuation Committee. The Board of each Fund has a Valuation Committee,
consisting of Messrs. Belica, Connor, Sullivan and Treadway. The Valuation
Committees review procedures for the valuation of Fund portfolio securities and
periodically review information from the Manager and PIMCO regarding fair value
and liquidity determination made pursuant to Board-approved procedures, and
make related recommendations to the full Boards and assist the full Boards in
resolving particular valuation matters.

The Funds commenced operations in June 2001. During the Funds' initial
fiscal year ended April 30, 2002, the Boards jointly held four regular meetings
and one special meeting; the Audit Oversight Committees met jointly once in
separate session; and the Nominating Committees and the Valuation Committees
did not meet in separate session. Each Trustee serving during the fiscal year
ended April 30, 2002 attended at least 75% of the regular and special meetings
of the Boards and meetings of the committees on which such Trustee served,
except that Mr. Sullivan was not elected to the Boards until April 2002 and,
thus, attended only one meeting during the fiscal year.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934 requires each Fund's Trustees and officers
and certain other persons to file timely certain reports regarding ownership
of, and transactions in, the Fund's securities with the Securities and Exchange
Commission. Copies of the required filings must also be furnished to the
applicable Fund. The Manager assumes responsibility for filing such reports for
each Fund's officers and Trustees and, due to administrative errors, Initial
Statements of Beneficial Ownership on Form 3 were not filed on a timely basis
for each of the Trustees and officers during the fiscal year ended April 30,
2002. A Form 3 was required to be filed with the Securities and Exchange
Commission no later than the effective date of a Fund's registration statement
(or, in the case of a person becoming a Trustee or officer after the effective
date, within ten days of becoming a Trustee or officer). None of the Trustees
or officers own

any Shares of the Funds, except for Mr. Belica who owns Common Shares of PMF.
The Fund believes that the report regarding Mr. Belica's purchase of Common
Shares of PMF was filed on a timely basis.

Required Vote. Election of Messrs. Connor, Belica, Treadway and Sullivan to
the Board of Trustees of each Fund will be decided by a plurality of the Common
Shares and Preferred Shares of the Fund (voting together as a single class)
voted in the election of Trustees at the Meeting, in person or by proxy.
Election of Messrs. Dallesandro and Kertess to the Board of Trustees of each
Fund will be decided by a plurality of the Preferred Shares of the Fund (voting
as a separate class) voted in the election of Trustees at the Meeting, in person
or by proxy.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THIS PROPOSAL FOR THE FUND.

ADDITIONAL INFORMATION

Executive and Other Officers of the Funds. The table below provides
certain information concerning the executive officers of each Fund and certain
other officers who perform similar duties. Each person listed holds the same
offices with each Fund. Officers hold office at the pleasure of a Fund's Board
and until their successors are appointed and qualified or until their earlier
resignation or removal. Officers and employees of each Fund who are principals,
officers, members or employees of the Manager or PIMCO are not compensated by
the Fund. Unless otherwise noted, the address of all officers is c/o PIMCO
Funds Advisors LLC, 1345 Avenue of the Americas, New York, New York 10105.

Term of
Position(s) Office and
Held Length of
Name, Address with Time
and Age Funds Served Principal Occupation(s) During the Past 5 Years
----------------------- ----------------- -------------- ----------------------------------------------------------------

Stephen J. Treadway Chairman, Since See table above under "Information Regarding Trustees and
2187 Atlantic Street President, inception Nominees."
Stamford, CT 06902 Trustee (June, 2001)
Age 54

Newton B. Schott, Jr. Vice President, Since Managing Director, Chief Administrative Officer, Secretary and
2187 Atlantic Street Secretary inception General Counsel, PIMCO Funds Distributors LLC; Managing
Stamford, CT 06902 (June, 2001) Director, Chief Legal Officer and Secretary, PIMCO Funds
Age 60 Advisors LLC; President, Municipal Advantage Fund, Inc.; Vice
President and Secretary, PIMCO Funds: Multi-Manager Series,
PIMCO Corporate Income Fund, PMF, PIMCO Municipal
Income Fund II, PCQ, PIMCO California Municipal Income
Fund II, PNF and PIMCO New York Municipal Income Fund II;
Executive Vice President, The Emerging Markets Income Fund,
Inc., The Emerging Markets Income Fund II, Inc., The Emerging
Markets Floating Rate Fund, Inc., Global Partners Income Fund,
Inc., Municipal Partners Fund, Inc. and Municipal Partners Fund
II, Inc.; Secretary, Fixed Income SHares.

Term of
Position(s) Office and
Held Length of
Name, Address with Time
and Age Funds Served Principal Occupation(s) During the Past 5 Years
-------------------- ---------------- -------------- --------------------------------------------------------------

Brian S. Shlissel Treasurer, Since Senior Vice President, PIMCO Funds Advisors LLC; Executive
Age 37 Principal inception Vice President and Treasurer, OCC Cash Reserves, Inc. and
Financial and (June, 2001) OCC Accumulation Trust; President, Chief Executive Officer
Accounting and Treasurer, Fixed Income SHares; Treasurer, Municipal
Officer Advantage Fund Inc.; Treasurer and Principal Financial and
Accounting Officer, PIMCO Corporate Income Fund, PMF,
PIMCO Municipal Income Fund II, PCQ, PIMCO California
Municipal Income Fund II, PNF and PIMCO New York
Municipal Income Fund II; Vice President, Emerging Markets
Income Fund, Inc., Emerging Markets Income Fund II, Inc.,
Emerging Markets Floating Rate Fund, Inc., Global Partners
Income Fund, Inc., Municipal Partners Fund, Inc., and
Municipal Partners Fund II, Inc. Formerly, Vice President,
Mitchell Hutchins Asset Management Inc.

Mark V. McCray Vice President Since Executive Vice President, PIMCO; Vice President, PMF, PIMCO
840 Newport Center inception Municipal Income Fund II, PCQ, PIMCO California Municipal
Drive (June, 2001) Income Fund II, PNF and PIMCO New York Municipal Income
Newport Beach, CA Fund II. Formerly, Vice President and co-head of municipal
92660 bond trading, Goldman Sachs & Co.
Age 34

Michael B. Assistant Since Vice President, PIMCO Funds Advisors LLC; Vice President,
Zuckerman Secretary inception Allianz Dresdner Asset Management of America L.P.; Secretary,
Age 37 (June, 2001) Municipal Advantage Fund, Inc., OCC Accumulation Trust and
OCC Cash Reserves, Inc.; Assistant Secretary, Fixed Income
SHares, PIMCO Corporate Income Fund, PMF, PIMCO
Municipal Income Fund II, PCQ, PIMCO California Municipal
Income Fund II, PNF and PIMCO New York Municipal Income
Fund II. Formerly, Associate, Dechert Price and Rhoads;
Associate Counsel, Metropolitan Life Insurance Company.

Investment Manager and Portfolio Manager. The Manager, located at 1345
Avenue of the Americas, New York, New York 10105, serves as the investment
manager of each Fund. The Manager retains its affiliate, PIMCO, as sub-adviser
to manage each Fund's investments. PIMCO is located at 840 Newport Center
Drive, Newport Beach, California 92660. The Manager and PIMCO are each
majority-owned indirect subsidiaries of Allianz AG, a publicly traded German
insurance and financial services company.

Independent Auditors. PricewaterhouseCoopers LLP ("PwC"), 1177 Avenue of
the Americas, New York, New York 10036, independent accountants, has been
selected by the Board of each Fund as the independent auditors of the Fund for
the current fiscal year ending April 30, 2003.

The Audit Oversight Committee of the Board of each Fund unanimously
recommended the selection of PwC, and the Board unanimously approved such
selection, at meetings held on June 18, 2002. PwC also serves as the auditor
for various other investment companies for which the Manager and PIMCO serve as
investment adviser or sub-adviser.

A representative of PwC, if requested by any Shareholder, will be present
via telephone at the Meeting to respond to appropriate questions from
Shareholders and will have an opportunity to make a statement if he or she
chooses to do so.

The following table sets forth the aggregate fees billed for professional
services rendered by PwC to each Fund during the Fund's fiscal year ended April
30, 2002.

Financial Information Systems
Fund Audit Fees Design and Implementation Fees All Other Fees
------- ------------ -------------------------------- ---------------

PMF $30,800 N/A $22,350
PCQ $30,800 N/A $18,500
PNF $15,400 N/A $12,400

The fees disclosed under the caption "All Other Fees" include fees billed
for services, if any, rendered during a Fund's most recent fiscal year to the
Fund, the Manager, PIMCO, and to any other entity controlling, controlled by or
under common control with the Manager or PIMCO that provides services to the
Fund.

In approving the selection of PwC for each Fund, the Audit Oversight
Committee considered, in addition to other practices and requirements relating
to the selection of the Fund's auditors, whether the non-audit services covered
in the table above under "All Other Fees" performed by PwC for the Fund, the
Manager, PIMCO and for certain related parties are compatible with maintaining
the independence of PwC as the Fund's principal accountants. Please see the
Joint Report of Audit Oversight Committees in Appendix B to this Proxy
Statement.

Other Business. As of the date of this Proxy Statement, each Fund's
officers and the Manager know of no business to come before the Meeting other
than as set forth in the Notice. If any other business is properly brought
before the Meeting, or any adjournment thereof, the persons named as proxies
will vote in their sole discretion.

Quorum, Adjournments and Methods of Tabulation. A quorum for each Fund at
the Meeting will consist of the presence in person or by proxy of thirty percent
(30%) of the total Common Shares and Preferred Shares of the Fund entitled to
vote at the Meeting, except that a quorum for the election of Messrs. Kertess
and Dallesandro as Trustees of a Fund will consist of the presence in person or
by proxy of thirty percent (30%) of the Preferred Shares of that Fund entitled
to vote at the Meeting. In the event that a quorum is not present at the Meeting
for a Fund or, even if a quorum is so present, in the event that sufficient
votes in favor of the Proposal for a Fund set forth in the Notice are not
received by the time scheduled for the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting for such Fund after the date set
for the original Meeting, with no other notice than announcement at the Meeting,
to permit further solicitation of proxies with respect to the Proposal. In
addition, if, in the judgment of the persons named as proxies, it is advisable
to defer action on the Proposal with respect to any Fund, the persons named as
proxies may propose one or more adjournments of the Meeting with respect to the
Proposal for a reasonable time. Any adjournments with respect to the Proposal
for a Fund will be decided by a plurality of the Shares of such Fund entitled to
vote thereon present in person or represented by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal. For each Fund, the costs of any additional
solicitation and of any adjourned session will be borne by the Fund. Any
proposals for which sufficient favorable votes have been received by the time of
the Meeting will be acted upon and such action will be final regardless of
whether the Meeting is adjourned to permit additional solicitation with respect
to any other proposal.

Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Funds as tellers (the "Tellers") for the Meeting. For purposes
of determining the presence of a quorum, the Tellers will count the total
number of votes cast "for" or "against" approval of the Proposal, as well as
Shares represented by proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or the persons entitled to vote and
the broker or nominee does

not have the discretionary voting power on a particular matter). Abstentions
and broker non-votes will have no effect on the outcome of the Proposal.

Reports to Shareholders. The Funds' 2002 Annual Report to Shareholders was
mailed to Shareholders on or about June 28, 2002. ADDITIONAL COPIES OF THE
ANNUAL REPORT AND EACH FUND'S SUBSEQUENT SEMI-ANNUAL REPORT, IF ANY, MAY BE
OBTAINED WITHOUT CHARGE FROM THE FUND BY CALLING 1-877-819-2224 OR BY WRITING
TO THE FUND AT 2187 ATLANTIC STREET, 7TH FLOOR, STAMFORD, CONNECTICUT 06902.

Shareholder Proposals for 2003 Annual Meetings. It is currently
anticipated that each Fund's next annual meeting of Shareholders (in 2003) will
be held in September 2003. Proposals of Shareholders intended to be presented
at that annual meeting of a Fund must be received by the Fund no later than
April 10, 2003 for inclusion in such Fund's proxy statement and proxy card
relating to that meeting. The submission by a Shareholder of a proposal for
inclusion in the proxy materials does not guarantee that it will be included.
Shareholder proposals are subject to certain requirements under the federal
securities laws and must be submitted in accordance with each Fund's Bylaws.
Shareholders submitting any other proposals for a Fund intended to be presented
at the 2003 annual meeting (i.e., other than those to be included in the Fund's
proxy materials) must ensure that such proposals are received by the Fund, in
good order and complying with all applicable legal requirements and
requirements set forth in the Fund's Bylaws, no earlier than June 9, 2003 and
no later than June 24, 2003. If a Shareholder who wishes to present a proposal
fails to notify the applicable Fund within these dates, the proxies solicited
for the meeting will have discretionary authority to vote on the Shareholder's
proposal if it is properly brought before the meeting. If a Shareholder makes a
timely notification, the proxies may still exercise discretionary voting
authority under circumstances consistent with the Securities and Exchange
Commission's proxy rules. Shareholder proposals should be addressed to the
attention of the Secretary of the Fund, at the address of the principal
executive offices of the Fund, with a copy to Joseph B. Kittredge, Jr. at Ropes
& Gray, One International Place, Boston, Massachusetts 02110-2624.

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A
QUORUM IS PRESENT AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

August 8, 2002

Appendix A

PIMCO MUNICIPAL INCOME FUND
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
PIMCO NEW YORK MUNICIPAL INCOME FUND

AUDIT OVERSIGHT COMMITTEE CHARTER

The Board of Trustees of each of PIMCO Municipal Income Fund, PIMCO
California Municipal Income Fund and PIMCO New York Municipal Income Fund (each
a "Fund") has adopted this Charter to govern the activities of the Audit
Oversight Committee (each a "Committee") of the particular Board. Each Board of
Trustees and each Committee is separately responsible for the particular Fund
it oversees, and not the other Funds. Singular references to the "Board of
Trustees", the "Committee" and the "Fund" hereinafter shall be interpreted to
apply to each Fund individually and not severally.

Statement of Policy

The Committee shall oversee the Fund's accounting and financial reporting
policies and practices and its internal controls. The Committee shall oversee
the quality and objectivity of the Fund's financial statements and the
independent audit of the financial statements. The Committee shall also act as
a liaison between the Fund's independent accountants and the Fund's Board of
Trustees.

The Committee's role is limited to oversight. Fund management is
responsible for Fund accounting and internal control systems, and the
independent accountants are responsible for conducting a proper audit of the
Fund's financial statements. The independent accountants are ultimately
accountable to the Fund's Board of Trustees and the Committee.

Membership

The Committee shall be comprised of as many trustees as the Board of
Trustees shall determine, but in any event not less than (i) two trustees for
the twelve-month period beginning on the date the Fund's shares are first
listed for trading on the New York Stock Exchange ("NYSE") and (ii) three
trustees thereafter. No member shall be an "interested person" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.
In addition, each member of the Committee shall also meet the requirements of
being "Independent," as defined in the New York Stock Exchange Listed Company
Manual [sec] 303.01, and shall be free of any relationship that, in the
judgment of the Board of Trustees, may interfere with the exercise of his or
her independent judgment.

Each member of the Committee shall be financially literate, as such
qualification is interpreted by the Fund's Board of Trustees in its business
judgment under the NYSE listing requirements.

At least one member of the Committee must have accounting or related
financial management expertise, as the Board of Trustees interprets such
qualification in its business judgment under the NYSE listing requirements.

A-1

Responsibilities and Duties

The Committee's policies and procedures shall remain flexible to
facilitate the Committee's ability to react to changing conditions and to
generally discharge its functions. The following responsibilities describe
areas of attention in broad terms.

The Committee shall:

1. Recommend the selection, retention or termination of the Fund's
independent accountants based on an evaluation of their independence
and the nature and performance of the audit and other services. The
Board of Trustees, with the assistance of the Committee, shall have
the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy
statement).

2. Receive on a periodic basis formal written disclosures and letters
from the independent accountants as required by the Independence
Standards Board Standard ("ISB") No. 1.1

3. Engage in a dialog with the independent accountants and the Board of
Trustees concerning any relationships between the independent
accountants and the Fund or any other relationships that might
adversely affect the objectivity and independence of the independent
accountants.

4. Review the fees charged by the independent accountants for audit and
other services.

5. Review with the independent accountants arrangements for and the scope
of the annual audit and any special audits including the form of any
opinion proposed to be rendered to the Board of Trustees and
shareholders.

6. Review with management and the independent accountants the annual
financial statements, including a discussion with the independent
accountants of matters required by Statement of Accounting Standards
("SAS") No. 61.2

7. Discuss with the independent accountants any matters of concern
relating to the Fund's financial statements.

8. Consider with the independent accountants their comments on the Fund's
accounting and financial reporting policies, practices and internal
controls and management's responses thereto, including the effect on
the Fund of any recommendation of changes in accounting principles or
practices by management or the independent accountants.

9. Investigate any improprieties or suspected improprieties in the Fund's
financial and accounting operations.

10. Provide a report in the Fund's proxy statement disclosing whether the
Audit Committee has fulfilled the

------------

(1) ISB Standard No. 1 generally requires, among other things, that an auditor
(i) disclose to the Committee, in writing, all relationships between the
auditor and its related entities and the company and its related entities
that in the auditor's professional judgment may reasonably be thought to
bear on independence; (ii) confirm in the letter that, in its professional
judgment, it is independent of the company within the meaning of the
Securities Act of 1933, as amended and the Securities Exchange Act of 1934;
and (iii) discuss the auditor's independence with the audit committee.

(2) SAS No. 61 ("Communication with Audit Committees") requires independent
auditors to inform the audit committee of certain matters, including among
others, (i) methods used to account for significant unusual transactions,
(ii) the process used by management in formulating sensitive accounting
estimates on the basis of the auditors' conclusion as to the reasonableness
of those estimates and (iii) disagreements with management over the
application of accounting principles.

A-2

duties set forth above in items #2, #3 and #6.

11. Provide a statement whether, based on its review of the Fund's audited
financial statements, the Committee recommends to the Board of
Trustees that the audited financial statements be included in the
Fund's Annual Report.

12. Report to the Board of Trustees regularly on the Committee's
activities and make any necessary recommendations as to the Fund's
accounting and financial reporting policies, practices and its
internal controls.

13. Review and reassess the adequacy of this Charter at least annually and
recommend any changes to the Board of Trustees.

14. Review with counsel legal and regulatory matters that have a material
impact on the Fund's financial and accounting reporting policies and
practices or its internal controls.

15. Perform such other functions consistent with this Charter, the Fund's
Agreement and Declaration of Trust and Bylaws and governing law, as
the Committee or the Board of Trustees deems necessary or appropriate.

Meetings

The Committee shall meet at least once annually with the independent
accountants (outside the presence of Fund management) and at least once
annually with the representatives of Fund management responsible for the
financial and accounting operations of the Fund. The Committee shall hold
special meetings as and when it deems necessary or appropriate.

Outside Resources and Assistance from Management

The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Committee may request. The Committee
shall have the authority to discharge its responsibilities, including the
authority to retain counsel and other experts and consultants whose expertise
would be considered helpful to the Committee, at the expense of the Fund.

Dated: June 19, 2001

A-3

Appendix B

Joint Report of Audit Oversight Committees

of the Boards of Trustees of
PIMCO Municipal Income Fund
PIMCO California Municipal Income Fund
PIMC New York Municipal Income Fund
(each a "Fund" and, collectively, the "Funds")

(Dated June 18, 2002)

The Audit Oversight Committee (the "Committee") oversees each Fund's
financial reporting process on behalf of the Board of Trustees of the Fund (the
"Board") and operates under a written Charter adopted by the Board. The
Committee meets with the Fund's management ("Management") and independent
public accountants and reports the results of its activities to the Board.
Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. In connection
with the Committee's and independent accountant's responsibilities, Management
has advised that each Fund's financial statements for the fiscal year ended
April 30, 2002 were prepared in conformity with generally accepted accounting
principles.

The Committee has reviewed and discussed with Management and
PricewaterhouseCoopers LLP ("PwC"), each Fund's independent public accountants,
the audited financial statements of the Funds for the fiscal year ended April
30, 2002. The Committee has discussed with PwC the matters required to be
discussed by Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires
independent auditors to communicate to the Committee matters including, if
applicable: (1) methods used to account for significant unusual transactions;
(2) the effect of significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus; (3) the
process used by management in formulating particularly sensitive accounting
estimates and the basis for the auditor's conclusions regarding the
reasonableness of those estimates; and (4) disagreements with management over
the application of accounting principles and certain other matters. With
respect to each Fund, the Committee has received the written disclosures and
the letter from PwC required by Independence Standards Board Standard No. 1
(requiring auditors to make written disclosures to and discuss with the
Committee various matters relating to the auditor's independence), and has
discussed with PwC their independence. The Committee has also reviewed the
aggregate fees billed by PwC for professional services rendered to each Fund
and for non-audit services provided to PIMCO Funds Advisors LLC ("PFA") and
Allianz Dresdner Asset Management of America, L.P. (formerly, PIMCO Advisor
L.P.) ("ADAM"), each of which served as the Fund's investment manager during
portions of the last fiscal year, Pacific Investment Management Company LLC
("PIMCO"), the Fund's sub-adviser during the last fiscal year, and any entity
controlling, controlled by or under common control with PFA, ADAM or PIMCO that
provided services to the Fund. As part of this review, the Committee
considered, in addition to other practices and requirements relating to
selection of each Fund's independent auditors, whether the provision of such
non-audit services was compatible with maintaining the independence of PwC.

B-1

Based on the foregoing review and discussions, the Committee presents this
Report to the Board of each Fund and recommends that (1) the audited financial
statements for the fiscal year ended April 30, 2002 for each Fund be included
in the Fund's Annual Report to shareholders for such fiscal year, (2) each such
Annual Report be filed with the Securities and Exchange Commission and the New
York Stock Exchange, and (3) PwC be reappointed as each Fund's independent
public accountants for the fiscal year ending April 30, 2003.

Submitted by the Audit Oversight Committees of the Boards of Trustees:

Paul Belica
Robert E. Connor
Hans W. Kertess
R. Peter Sullivan III

B-2

PROXY
PIMCO NEW YORK MUNICIPAL INCOME FUND
COMMON SHARES

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 17, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned holder of common shares of PIMCO New York Municipal Income Fund,
a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr., Michael B. Zuckerman, and Brian S. Shlissel, or
any of them, as proxies for the undersigned, with full power of substitution in
each of them, to attend the Annual Meeting of Shareholders of the Fund (the
"Annual Meeting") to be held at 9:00 a.m., Eastern Time, September 17, 2002 at
the offices of PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, 49th
Floor, New York, New York 10105, and any postponement or adjournment thereof, to
cast on behalf of the undersigned all votes that the undersigned is entitled to
cast at the Annual Meeting and otherwise to represent the undersigned with all
powers possessed by the undersigned if personally present at such Annual
Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Statement and revokes any proxy heretofore given with
respect to the Annual Meeting.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS
THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" SUCH PROPOSAL.

Please refer to the Proxy Statement for a discussion of the Proposal.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- ----------------------------------------

Please mark
|X| votes as in
this example.

Your Board of Trustees urges you to vote "FOR" the election of all Nominees.

I. Election of Trustees:

(01) Robert E. Connor (Class I), (02) Paul Belica (Class II), (03) R. Peter
Sullivan III (Class III), (04) Stephen J. Treadway (Class III)

---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above

--------------------------------------------------------------------------------
PIMCO NEW YORK MUNICIPAL INCOME FUND
--------------------------------------------------------------------------------
COMMON SHARES

II. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any postponement or adjournment
thereof, in the discretion of the proxy holder(s).

---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---

Please be sure to sign and date this Proxy.

Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______

PROXY
PIMCO MUNICIPAL INCOME FUND
COMMON SHARES

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 17, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned holder of common shares of PIMCO Municipal Income Fund, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr., Michael B. Zuckerman, and Brian S. Shlissel, or any of
them, as proxies for the undersigned, with full power of substitution in each of
them, to attend the Annual Meeting of Shareholders of the Fund (the "Annual
Meeting") to be held at 9:00 a.m., Eastern Time, September 17, 2002 at the
offices of PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, 49th Floor,
New York, New York 10105, and any postponement or adjournment thereof, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at the Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.

Please refer to the Proxy Statement for a discussion of the Proposal.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- ----------------------------------------

Please mark
|X| votes as in
this example.

Your Board of Trustees urges you to vote "FOR" the election of all Nominees.

I. Election of Trustees:

(01) Robert E. Connor (Class I), (02) Paul Belica (Class II), (03) R. Peter
Sullivan III (Class III), (04) Stephen J. Treadway (Class III)

---
| |
| |
--- -------------------------------------------
For all nominees except as noted above

--------------------------------------------------------------------------------
PIMCO MUNICIPAL INCOME FUND
--------------------------------------------------------------------------------
COMMON SHARES

---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---

Please be sure to sign and date this Proxy.

Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______

PROXY
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
COMMON SHARES

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 17, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned holder of common shares of PIMCO California Municipal Income
Fund, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr., Michael B. Zuckerman, and Brian S. Shlissel, or
any of them, as proxies for the undersigned, with full power of substitution in
each of them, to attend the Annual Meeting of Shareholders of the Fund (the
"Annual Meeting") to be held at 9:00 a.m., Eastern Time, September 17, 2002 at
the offices of PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, 49th
Floor, New York, New York 10105, and any postponement or adjournment thereof, to
cast on behalf of the undersigned all votes that the undersigned is entitled to
cast at the Annual Meeting and otherwise to represent the undersigned with all
powers possessed by the undersigned if personally present at such Annual
Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Statement and revokes any proxy heretofore given with
respect to the Annual Meeting.

Please refer to the Proxy Statement for a discussion of the Proposal.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- ----------------------------------------

Please mark
|X| votes as in
this example.

Your Board of Trustees urges you to vote "FOR" the election of all Nominees.

I. Election of Trustees:

(01) Robert E. Connor (Class I), (02) Paul Belica (Class II), (03) R. Peter
Sullivan III (Class III), (04) Stephen J. Treadway (Class III)

---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above

--------------------------------------------------------------------------------
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
--------------------------------------------------------------------------------
COMMON SHARES

---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---

Please be sure to sign and date this Proxy.

Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______

PROXY
PIMCO MUNICIPAL INCOME FUND
PREFERRED SHARES

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 17, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned holder of preferred shares of PIMCO Municipal Income Fund, a
Massachusetts business trust (the "Fund"), hereby appoints Stephen J. Treadway,
Newton B. Schott, Jr., Michael B. Zuckerman, and Brian S. Shlissel, or any of
them, as proxies for the undersigned, with full power of substitution in each of
them, to attend the Annual Meeting of Shareholders of the Fund (the "Annual
Meeting") to be held at 9:00 a.m., Eastern Time, September 17, 2002 at the
offices of PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, 49th Floor,
New York, New York 10105, and any postponement or adjournment thereof, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at the Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.

Please refer to the Proxy Statement for a discussion of the Proposal.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- ----------------------------------------

Please mark
|X| votes as in
this example.

Your Board of Trustees urges you to vote "FOR" the election of all Nominees.

I. Election of Trustees:

(01) Robert E. Connor (Class I), (02) Hans W. Kertess (Class I), (03) Paul
Belica (Class II), (04) John J. Dalessandro II (Class II), (05) R. Peter
Sullivan III (Class III), (06) Stephen J. Treadway (Class III)

---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above

---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---

Please be sure to sign and date this Proxy.

Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______

PROXY
PIMCO NEW YORK MUNICIPAL INCOME FUND
PREFERRED SHARES

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 17, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned holder of preferred shares of PIMCO New York Municipal Income
Fund, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr., Michael B. Zuckerman, and Brian S. Shlissel, or
any of them, as proxies for the undersigned, with full power of substitution in
each of them, to attend the Annual Meeting of Shareholders of the Fund (the
"Annual Meeting") to be held at 9:00 a.m., Eastern Time, September 17, 2002 at
the offices of PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, 49th
Floor, New York, New York 10105, and any postponement or adjournment thereof, to
cast on behalf of the undersigned all votes that the undersigned is entitled to
cast at the Annual Meeting and otherwise to represent the undersigned with all
powers possessed by the undersigned if personally present at such Annual
Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Statement and revokes any proxy heretofore given with
respect to the Annual Meeting.

Please refer to the Proxy Statement for a discussion of the Proposal.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- ----------------------------------------

Please mark
|X| votes as in
this example.

Your Board of Trustees urges you to vote "FOR" the election of all Nominees.

I. Election of Trustees:

---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above

---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---

Please be sure to sign and date this Proxy.

Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______

PROXY
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
PREFERRED SHARES

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON SEPTEMBER 17, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned holder of preferred shares of PIMCO California Municipal Income
Fund, a Massachusetts business trust (the "Fund"), hereby appoints Stephen J.
Treadway, Newton B. Schott, Jr., Michael B. Zuckerman, and Brian S. Shlissel, or
any of them, as proxies for the undersigned, with full power of substitution in
each of them, to attend the Annual Meeting of Shareholders of the Fund (the
"Annual Meeting") to be held at 9:00 a.m., Eastern Time, September 17, 2002 at
the offices of PIMCO Funds Advisors LLC, 1345 Avenue of the Americas, 49th
Floor, New York, New York 10105, and any postponement or adjournment thereof, to
cast on behalf of the undersigned all votes that the undersigned is entitled to
cast at the Annual Meeting and otherwise to represent the undersigned with all
powers possessed by the undersigned if personally present at such Annual
Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Statement and revokes any proxy heretofore given with
respect to the Annual Meeting.

Please refer to the Proxy Statement for a discussion of the Proposal.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- ----------------------------------------

Please mark
|X| votes as in
this example.

Your Board of Trustees urges you to vote "FOR" the election of all Nominees.

I. Election of Trustees:

---
| |
| |
--- -------------------------------------------
For all Nominees except as noted above

---
Please check box at right if an address change or comment | |
has been made on the reverse side of this card. ---

Please be sure to sign and date this Proxy.

Shareholder Joint Owner
signature:____________ Date:______ (if any) signature:_____________ Date:______