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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 2.17 Modification 43 2.18 Transfers 43 2.19 No Additional Rights 44 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 2.18 Transfers 43 2.19 No Additional Rights 44 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 13 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 14 2.3 Liquidation Rights 19 18 2.4 Coverage & Leverage Tests 20 19 2.5 Redemption 22 21 2.6 Voting Rights 32 31 2.7 Rating Agencies 37 36 2.8 Issuance of Additional Preferred Shares 38 37 2.9 Status of Redeemed or Repurchased VMTP Shares 38 37 2.10 Distributions with respect to Taxable Allocations 38 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 39 2.12 Global Certificate 42 41 2.13 Notice 42 41 2.14 Termination 42 41 2.15 Appendices 42 41 2.16 Actions on Other than Business Days 43 41 2.17 Modification 43 41 2.18 Transfers 43 42 2.19 No Additional Rights 44 42 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 42 2.18 Transfers 43 2.19 No Additional Rights 44 43 PIMCO New York 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 2.18 Transfers 43 2.19 No Additional Rights 44 PIMCO New York 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 14 2.3 Liquidation Rights 19 18 2.4 Coverage & Leverage Tests 20 19 2.5 Redemption 22 21 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 37 2.9 Status of Redeemed or Repurchased VMTP Shares 38 37 2.10 Distributions with respect to Taxable Allocations 38 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 39 2.12 Global Certificate 42 41 2.13 Notice 42 41 2.14 Termination 42 41 2.15 Appendices 42 41 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 42 2.18 Transfers 43 42 2.19 No Additional Rights 44 43 PIMCO New York Municipal Income Fund II 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 13 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 14 2.3 Liquidation Rights 19 18 2.4 Coverage & Leverage Tests 20 19 2.5 Redemption 22 21 2.6 Voting Rights 32 31 2.7 Rating Agencies 37 36 2.8 Issuance of Additional Preferred Shares 38 37 2.9 Status of Redeemed or Repurchased VMTP Shares 38 37 2.10 Distributions with respect to Taxable Allocations 38 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 39 2.12 Global Certificate 42 41 2.13 Notice 42 41 2.14 Termination 42 41 2.15 Appendices 42 41 2.16 Actions on Other than Business Days 43 41 2.17 Modification 43 42 2.18 Transfers 43 42 2.19 No Additional Rights 44 43 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 13 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 14 2.3 Liquidation Rights 19 18 2.4 Coverage & Leverage Tests 20 19 2.5 Redemption 22 21 2.6 Voting Rights 32 31 2.7 Rating Agencies 37 36 2.8 Issuance of Additional Preferred Shares 38 37 2.9 Status of Redeemed or Repurchased VMTP Shares 38 37 2.10 Distributions with respect to Taxable Allocations 38 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 39 2.12 Global Certificate 42 41 2.13 Notice 42 41 2.14 Termination 42 41 2.15 Appendices 42 41 2.16 Actions on Other than Business Days 43 41 2.17 Modification 43 41 2.18 Transfers 43 42 2.19 No Additional Rights 44 42 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. TABLE OF CONTENTS RECITALS Article 1 DEFINITIONS 1 1.1 1.1. Definitions 1 1.2 1.2. Interpretation 14 1.3 12 1.3. Liability of Officers, Trustees and Shareholders 14 13 Article 2 TERMS APPLICABLE TO ALL SERIES OF VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 13 2.1. Number of Shares; Ranking 15 2.2 13 2.2. Dividends and Distributions 15 2.3 13 2.3. Liquidation Rights 19 2.4 17 2.4. Coverage & Leverage Tests 20 2.5 18 2.5. Redemption 22 2.6 19 2.6. Voting Rights 32 2.7 29 2.7. Rating Agencies 37 2.8 33 2.8. Issuance of Additional Preferred Shares 38 2.9 34 2.9. Status of Redeemed or Repurchased VMTP Shares 38 2.10 34 2.10. Distributions with respect to Taxable Allocations 38 2.11 34 2.11. Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 35 2.12. Global Certificate 42 2.13 37 2.13. Notice 42 2.14 37 2.14. Termination 42 2.15 37 2.15. Appendices 42 2.16 38 2.16. Actions on Other than Business Days 43 2.17 38 2.17. Modification 43 2.18 38 2.18. Transfers 43 2.19 38 2.19. No Additional Rights 44 39 PIMCO New York Flexible 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 42 2.18 Transfers 43 2.19 No Additional Rights 44 43 PIMCO New York 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 2.18 Transfers 43 2.19 No Additional Rights 44 PIMCO New York 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 2.18 Transfers 43 2.19 No Additional Rights 44 PIMCO New York California Municipal Income Fund II 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 14 2.3 Liquidation Rights 19 18 2.4 Coverage & Leverage Tests 20 19 2.5 Redemption 22 21 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 37 2.9 Status of Redeemed or Repurchased VMTP Shares 38 37 2.10 Distributions with respect to Taxable Allocations 38 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 39 2.12 Global Certificate 42 41 2.13 Notice 42 41 2.14 Termination 42 41 2.15 Appendices 42 41 2.16 Actions on Other than Business Days 43 41 2.17 Modification 43 42 2.18 Transfers 43 42 2.19 No Additional Rights 44 43 PIMCO New York Municipal Income Fund II 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 2.3 Liquidation Rights 19 2.4 Coverage & Leverage Tests 20 2.5 Redemption 22 2.6 Voting Rights 32 2.7 Rating Agencies 37 2.8 Issuance of Additional Preferred Shares 38 2.9 Status of Redeemed or Repurchased VMTP Shares 38 2.10 Distributions with respect to Taxable Allocations 38 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 2.12 Global Certificate 42 2.13 Notice 42 2.14 Termination 42 2.15 Appendices 42 2.16 Actions on Other than Business Days 43 42 2.17 Modification 43 42 2.18 Transfers 43 2.19 No Additional Rights 44 43 PIMCO New York California Municipal Income Fund II 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. TABLE OF CONTENTS RECITALS 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 14 13 1.3 Liability of Officers, Trustees and Shareholders 14 13 TERMS APPLICABLE TO VARIABLE RATE MUNIFUND TERM PREFERRED SHARES 14 13 2.1 Number of Shares; Ranking 15 14 2.2 Dividends and Distributions 15 14 2.3 Liquidation Rights 19 18 2.4 Coverage & Leverage Tests 20 19 2.5 Redemption 22 21 2.6 Voting Rights 32 31 2.7 Rating Agencies 37 36 2.8 Issuance of Additional Preferred Shares 38 37 2.9 Status of Redeemed or Repurchased VMTP Shares 38 37 2.10 Distributions with respect to Taxable Allocations 38 37 2.11 Term Redemption Liquidity Account and Liquidity Requirement 40 39 2.12 Global Certificate 42 41 2.13 Notice 42 41 2.14 Termination 42 41 2.15 Appendices 42 41 2.16 Actions on Other than Business Days 43 41 2.17 Modification 43 42 2.18 Transfers 43 42 2.19 No Additional Rights 44 43 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.