Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of PIMCO California Municipal Income Fund
In planning and performing our audit of the financial statements of PIMCO California Municipal Income Fund (the “Fund”) as of and for the year ended December 31, 2022, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control over financial reporting.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2022.
PricewaterhouseCoopers LLP, 1100 Walnut, Suite 1300, Kansas City, MO 64106
T: (816) 472 7921, F: (816) 218 1890, www.pwc.com/us
This report is intended solely for the information and use of the Board of Trustees of PIMCO California Municipal Income Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
February 28, 2023
2
AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENTS
Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, California 92660
March 25, 2022
PIMCO-Sponsored Closed-End Funds
650 Newport Center Drive
Newport Beach, California 92660
| RE: | Investment in PIMCO Private Account Portfolio Series |
To whom it may concern:
As of the date hereof, Pacific Investment Management Company LLC (“PIMCO”) and each of PCM Fund, Inc., PIMCO Access Income Fund, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Corporate & Income Opportunity Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Dynamic Income Fund, PIMCO Dynamic Income Opportunities Fund, PIMCO Energy and Tactical Credit Opportunities Fund, PIMCO Flexible Credit Income Fund, PIMCO Flexible Emerging Markets Income Fund, PIMCO Flexible Municipal Income Fund, PIMCO Global StocksPLUS & Income Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III and PIMCO Strategic Income Fund, Inc. (each, a “Fund”) hereby agree to amend the investment management agreement, as amended, restated and/or supplemented (each, an “Agreement”), between PIMCO and the Fund, as set forth on Appendix A hereto, to add the following to Schedule A of each Agreement:
The Fund may invest in shares of PIMCO Funds: Private Account Portfolio Series – PIMCO Short-Term Floating NAV Portfolio III and PIMCO Funds: Private Account Portfolio Series – PIMCO Short Asset Portfolio, each a series of PIMCO Funds (the “PAPS Central Funds”). The PAPS Central Funds are offered only to the Fund and other registered investment companies (or series thereof) for which PIMCO serves as investment adviser (each, an “Investing Fund”). The PAPS Central Funds and their wholly-owned subsidiaries (if any) do not pay an investment advisory fee to PIMCO. By investing in a PAPS Central Fund, each Investing Fund agrees that 0.005% of the investment management fee that such Investing Fund is currently obligated to pay PIMCO, as indicated on this Schedule A, will be designated as compensation for the investment advisory services PIMCO provides to the applicable PAPS Central Fund and its wholly-owned subsidiary (if any) under the investment advisory contract with PIMCO.
If the foregoing correctly sets forth the Agreement between the PIMCO and the Fund, please so indicate by signing, dating and returning to PIMCO the enclosed copy hereof.
| Very truly yours, | ||
| PACIFIC INVESTMENT MANAGEMENT COMPANY LLC | ||
| By: | /s/ Peter Strelow | |
| Name: | Peter Strelow | |
| Title: | Managing Director | |
| ACCEPTED: | ||
| EACH FUND LISTED ON APPENDIX A HERTO | ||
| (with respect to each Fund, severally and neither jointly nor | ||
| jointly and severally with any other Fund) | ||
| By: | /s/ Eric Johnson | |
| Name: | Eric Johnson | |
| Title: | President | |
| PIMCO FUNDS, on behalf of its series PIMCO Funds: | ||
| Private Account Portfolio Series - PIMCO Short-Term Floating | ||
| NAV Portfolio III and PIMCO Funds: Private Account | ||
| Portfolio Series - PIMCO Short Asset Portfolio | ||
| By: | /s/ Eric Johnson | |
| Name: | Eric Johnson | |
| Title: | President | |
Appendix A
| Agreement | Applicable Fund(s) |
Investment Management Agreement dated September 5, 2014 |
PCM Fund, Inc. PIMCO California Municipal Income Fund PIMCO California Municipal Income Fund II PIMCO California Municipal Income Fund III PIMCO Corporate & Income Strategy Fund PIMCO Corporate & Income Opportunity Fund PIMCO Dynamic Income Fund PIMCO Global StocksPLUS & Income Fund PIMCO High Income Fund PIMCO Municipal Income Fund PIMCO Municipal Income Fund II PIMCO Municipal Income Fund III PIMCO New York Municipal Income Fund PIMCO New York Municipal Income Fund II PIMCO New York Municipal Income Fund III PIMCO Strategic Income Fund, Inc. |
Investment Management Agreement dated September 5, 2014 |
PIMCO Income Strategy Fund PIMCO Income Strategy Fund II |
Amended and Restated Investment Management Agreement dated March 21, 2018 |
PIMCO Flexible Credit Income Fund PIMCO Flexible Municipal Income Fund |
Investment Management Agreement dated December 13, 2018 |
PIMCO Energy and Tactical Credit Opportunities Fund |
Investment Management Agreement dated October 8, 2020 |
PIMCO Dynamic Income Opportunities Fund |
Investment Management Agreement dated June 30, 2021 |
PIMCO Flexible Emerging Markets Income Fund |
Investment Management Agreement dated December 9, 2021 |
PIMCO Access Income Fund |