27

,

2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM N-2

(Check appropriate box or boxes)

and

New York, New York 10019

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(888) 877-4626

(Registrant’s Telephone Number, including Area Code)

c/o Pacific Investment Management Company LLC

Newport Beach, California 92660

(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)

Copies of Communications to:

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration Statement.

This Post-Effective Amendment No.

5

(the “Amendment”) to the Registration Statement on Form N-2 of PIMCO

Flexible Emerging Markets

and

Income Fund (the “Registrant”) is being filed pursuant to Rule 486(b) under the

Securities Act of 1933, as amended, to provide updated financial information and make certain other changes to the

Registrant’s Prospectus and Statement of Additional Information.

PIMCO Flexible Emerging Markets and Income

Fund

Prospectus

 

The Fund seeks to provide attractive risk-adjusted returns and

current income.

The Fund has no targeted average portfolio duration and the Fund’s average portfolio duration

may vary significantly depending on market conditions and other factors. It is expected that the

Fund normally will have a short to longer average portfolio duration (i.e., within a zero to 12

PIMCO has broad discretion to identify countries that it considers to qualify as “emerging markets.” In exercising such discretion, PIMCO

identifies countries as emerging markets consistent with the Fund’s investment objective. The Fund will generally consider a country to be an

emerging market country based on a number of factors including if the country is classified as an emerging or developing economy by the World

Bank or if the country is considered an emerging market country for purposes of constructing certain emerging markets indexes, specifically, the

J.P. Morgan Emerging Market Bond Index, J.P. Morgan Government Bond Index-Emerging Markets and J.P. Morgan Corporate Emerging

Markets Bond Index. The Fund emphasizes countries with relatively low gross national product per capita and with the potential for rapid

economic growth. PIMCO will select the Fund’s country and currency composition based on its evaluation of relative interest rates, inflation rates,

exchange rates, monetary and fiscal policies, trade and current account balances, legal and political developments and any other specific factors

PIMCO believes to be relevant. For the avoidance of doubt, the Fund considers frontier markets to be a subset of “emerging markets.”

The Fund likely will focus its investments in Asia, Africa, the Middle East, Latin America and the developing countries of Europe. The Fund may

invest in instruments whose return is based on the return of an emerging market security or a currency of an emerging market country, such as a

derivative instrument, rather than investing directly in emerging market securities or currencies.

The Fund may invest in and/or originate loans, including, without limitation, residential and/or commercial real estate or mortgage-related loans,

consumer loans or other types of loans, which may be in the form of, and without limitation as to a loan’s level of seniority within a capital

structure, whole loans, assignments, participations, secured and unsecured notes, senior and second lien loans, mezzanine loans, bridge loans

or similar investments. The Fund may invest in and/or originate loans to corporations and/or other legal entities and individuals, including foreign

(non-U.S.) and emerging market entities and individuals.

The Fund may invest either directly or indirectly through wholly owned subsidiaries (“Subsidiaries”) in shares, certificates, notes or other

securities issued by a special purpose entity (“SPE”) sponsored by an alternative lending platform or its affiliates (the “Sponsor”) that represent

the right to receive principal and interest payments due on pools of whole loans or fractions of whole loans, which may (but may not) be issued by

the Sponsor, held by the SPE (“Alt Lending ABS”). Any such Alt Lending ABS may be backed by consumer, residential or other loans.

When acquiring and/or originating loans, or purchasing Alt Lending ABS, the Fund is not restricted by any particular borrower credit criteria.

Accordingly, certain loans acquired or originated by the Fund or underlying any Alt Lending ABS purchased by the Fund may be subprime in

quality, or may become subprime in quality.

 

The Fund is an “interval fund,” a type of fund that, in order to provide liquidity to shareholders, has adopted

a fundamental investment policy to make quarterly offers to repurchase between 5% and 25% of its outstanding Common Shares at net asset

value. Subject to applicable law and approval of the Fund’s Board of Trustees, for each quarterly repurchase offer, the Fund currently expects to

offer to repurchase 5% of the Fund’s outstanding Common Shares at net asset value, which is the minimum amount permitted.

Institutional Class, Class A-1, Class A-2, Class A-3 and Class A-4 Common Shares are offered in this prospectus. Each share class represents

an investment in the same portfolio of investments, but each class has its own expense structure and arrangements for shareholder services or

distribution, which allows you to choose the class that best fits your situation and eligibility requirements. Class A-1, Class A-2, Class A-3 and

Class A-4 Common Shares are primarily offered and sold to retail investors by certain broker-dealers that are members of the Financial Industry

Regulatory Authority and that have agreements with PIMCO Investments LLC, the Fund's principal underwriter and distributor, to sell Class A-1,

Class A-2, Class A-3 and/or Class A-4 Common Shares, but may be made available through other financial firms, including banks and trust

companies and to specified benefit plans and other retirement accounts. Only certain investors are eligible to purchase Institutional

Class Common Shares. See “Plan of Distribution – Share Classes.”

The minimum initial investment for Institutional Class Common Shares is $1 million per account, except that the minimum investment may be

higher or lower for certain financial firms that submit orders on behalf of their customers, including retail investors in separately managed

accounts (i.e., wrap accounts) managed by PIMCO, the Trustees and certain employees and their extended family members of PIMCO and its

affiliates. There is no minimum subsequent investment amount. See “Plan of Distribution – Share Classes.”

The minimum initial investment for Class A-1, Class A-2, Class A-3 and Class A-4 Common Shares is $2,500 per account, except that the

minimum investment may be higher or lower for certain financial firms that submit orders on behalf of their customers, the Trustees and certain

employees and their extended family members of PIMCO and its affiliates. The minimum subsequent investment amount for Class A-1,

Class A-2, Class A-3 and Class A-4 Common Shares is $50. See “Plan of Distribution — Purchasing Shares.”

Before buying any of the Fund’s Common Shares, you should read the discussion of the principal risks of investing in the Fund in

“Principal Risks of the Fund” beginning on page

72

of this prospectus. No assurance can be given that the Fund’s investment

objective will be achieved, and you could lose all of your investment in the Fund.

The Fund has not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus.

The Fund does not take any responsibility for, and does not provide any assurances as to the reliability of, any other information that others may

give you. The Fund is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the

information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. The Fund’s business,

financial condition, results of operations and prospects may have changed since that date.

PIMCO Flexible Emerging Markets

and

Income Fund

Prospectus Summary

The Fund continuously offers its Common Shares through PIMCO

Investments LLC (the “Distributor”), as principal underwriter, on a best

efforts basis. Except as set forth below, Common Shares are sold at their

offering price, which is net asset value (“NAV”) per share. While neither

the Fund nor the Distributor impose an initial sales charge on

Institutional Class, Class A-1 or Class A-3 Common Shares, if you buy

Institutional Class, Class A-1 or Class A-3 Common Shares through

certain financial firms, they may directly charge you transaction or other

fees in such amount as they may determine. Please consult your

financial firm for additional information.

Unless you are eligible for a waiver, Class A-2 and Class A-4 Common

Shares are sold at a public offering price equal to their net asset value

plus an initial sales charge. The initial sales charge varies depending

upon the size of your purchase. The minimum initial investment for

Institutional Class Common Shares is $1 million per account. The

minimum initial investment for Class A-1, Class A-2, Class A-3 and

Class A-4 Common Shares is $2,500 per account. These investment

minimums may be higher or lower for certain financial firms that submit

orders on behalf of their customers, the Trustees and certain employees

and their extended family members of Pacific Investment Management

Company LLC (“PIMCO” or the “Investment Manager”), the Fund’s

investment manager, PIMCO and its affiliates. The minimum subsequent

investment amount for Class A-1, Class A-2, Class A-3 and Class A-4

Common Shares is $50. Proceeds from the offering will be held by the

Fund's custodian.

For additional information regarding each share class please see “Plan

of Distribution – Share Classes” in this prospectus. The Fund and the

Distributor each reserves the right, in its sole discretion, to reject any

purchase order, in whole or in part. Shareholders will not have the right

to redeem their Common Shares. However, as described below, in order

to provide some liquidity to shareholders, the Fund will conduct periodic

repurchase offers for a portion of its outstanding Common Shares.

Periodic Repurchase Offers

The Fund is an “interval fund,” a type of fund that, in order to provide

liquidity to shareholders, has adopted a fundamental investment policy

to make quarterly offers to repurchase between 5% and 25% of its

outstanding Common Shares at NAV. Subject to applicable law and

approval of the Fund’s Board of Trustees (the “Board” or “Board of

Trustees”), for each quarterly repurchase offer, the Fund currently

expects to offer to repurchase 5% of the Fund’s outstanding Common

Shares at NAV, which is the minimum amount permitted. Written

notification of each quarterly repurchase offer (the “Repurchase Offer

Notice”) will be sent to shareholders at least 21 calendar days before

the repurchase request deadline (i.e., the date by which shareholders

can tender their Common Shares in response to a repurchase offer) (the

“Repurchase Request Deadline”). Subject to Board approval,

Repurchase Request Deadlines are expected to occur each February,

May, August and November, and Repurchase Offer Notices are expected

to be sent to shareholders each January, April, July and October

preceding each such Repurchase Request Deadline. The Fund’s Common

Shares are not listed on any securities exchange, and the Fund

anticipates that no secondary market will develop for its Common

Shares. Accordingly, shareholders may not be able to sell Common

Shares when and/or in the amount desired. Investors should consider

Common Shares of the Fund to be an illiquid investment. Thus, the

Common Shares are appropriate only as a long-term investment. In

addition, the Fund’s repurchase offers may subject the Fund and

shareholders to special risks. See “Principal Risks of the Fund —

Repurchase Offers Risk.”

When used in this prospectus, the term “invest” includes both direct

investing and indirect investing and the term “investments” includes

both direct investments and indirect investments. For example, the Fund

may invest indirectly by investing in derivatives or through wholly

owned subsidiaries (each, a “Subsidiary”). The Fund may be exposed to

the different types of investments described below through its

investments in its Subsidiaries. The allocation of the Fund’s assets to a

Subsidiary will vary over time and will likely not include all of the

different types of investments described herein at any given time.

The Fund’s investment objective is to seek to provide attractive risk

adjusted returns and current income.

The Fund seeks to achieve its investment objective by investing, under

normal circumstances, across a wide array of instruments, including

from sovereign, quasi-sovereign and corporate borrowers, that are

economically tied to “emerging market” countries. The Fund utilizes a

flexible asset allocation strategy among multiple public and private

credit sectors in the emerging market credit markets, including corporate

debt (including, among other things, fixed-, variable- and floating-rate

bonds, loans, convertible and contingent convertible securities and

stressed, distressed or defaulted debt securities issued by corporations

or other business entities), mortgage-related and other

consumer-related instruments, collateralized debt obligations, including,

without limitation, collateralized loan obligations, government,

sovereign and quasi-sovereign debt and other fixed-, variable- and

floating-rate income-producing securities. The Fund may invest without

limitation

in investment grade debt securities and in below investment

grade debt securities (commonly referred to as “high yield” securities or

“junk bonds”), including securities of stressed, distressed or defaulted

issuers. The types of securities and instruments in which the Fund may

invest are summarized under “Portfolio Contents and Other

Information” below. No assurance can be given that the Fund’s

investment objective will be achieved, and you could lose all of your

investment in the Fund.

 

In managing the Fund, PIMCO

employs an active approach to allocation among multiple credit sectors

based on, among other things, market conditions, valuation

assessments, economic outlook, credit market trends and other

economic factors. With PIMCO’s macroeconomic analysis as the basis

for top-down investment decisions, including geographic and credit

sector emphasis, the Fund expects to focus on seeking attractive

risk-adjusted returns across multiple credit sectors. PIMCO may choose

to focus on particular countries or emerging market regions, asset

classes, industries and sectors to the exclusion of others at any time and

from time to time based on market conditions and other factors. The

relative value assessment within credit sectors draws on PIMCO’s

regional and sector specialist insights.

 

Once the Fund’s top-down,

portfolio positioning decisions have been made as described above,

PIMCO generally selects particular investments for the Fund by

employing a bottom-up, disciplined credit approach which is driven by

fundamental, independent research within each sector represented in

the Fund, with a focus on identifying securities and other instruments

with solid and/or improving fundamentals.

Consideration of yield is only one component of the portfolio managers’

approach in managing the Fund. PIMCO also attempts to identify

investments that may appreciate in value based on PIMCO’s assessment

of the issuer’s credit characteristics, forecast for interest rates and

outlook for particular countries/regions, currencies, industries, sectors

and the global economy and bond markets generally.

 

The Fund may invest without limitation in debt

instruments that are, at the time of purchase, rated below investment

grade (below Baa3 by Moody’s Ratings (“Moody’s”) or below BBB- by

either S&P Global Ratings (“S&P”) or Fitch Ratings, Inc. (“Fitch”)), or

unrated but determined by PIMCO to be of comparable quality to

securities so rated. The Fund may invest in securities of stressed,

distressed

and/

or defaulted issuers, which include securities

in default or

at risk of being in default as to the repayment of principal and/or

interest at the time of acquisition by the Fund or that are rated in the

lower rating categories by one or more nationally recognized statistical

rating organizations (“NRSROs”) (for example, Ca or lower by Moody’s

or CC or lower by S&P or Fitch) or, if unrated, are determined by PIMCO

to be of comparable quality

to securities so rated

. The Fund may also

invest in defaulted securities and debtor-in-possession financings. Debt

instruments of below investment grade quality

,

and in

debtor-in-possession financings,

are regarded as having predominantly

speculative characteristics with respect to capacity to pay interest and

repay principal and are commonly referred to as “high yield” securities

or “junk bonds.” Debt instruments in the lowest investment grade

category may also be considered to possess some speculative

characteristics. The Fund may, for hedging, investing or leveraging

purposes, make use of credit default swaps (which includes buying

and/or selling credit default swaps), which are contracts whereby one

party makes periodic payments to a counterparty in exchange for the

right to receive from the counterparty a payment equal to the par (or

other agreed-upon) value of a referenced debt obligation in the event of

a default or other credit event by the issuer of the debt obligation.

 

PIMCO relies primarily on its own

analysis of the credit quality and risks associated with individual debt

instruments considered for the Fund, rather than relying exclusively on

rating agencies or third-party research. The Fund’s portfolio managers

utilize this information in an attempt to manage credit risk and/or to

identify issuers, industries and/or sectors that they believe are

undervalued and/or that offer potentially attractive yields relative to

PIMCO’s assessment of their credit characteristics. This aspect of

PIMCO’s capabilities will be particularly important in light of the Fund’s

plans to invest in instruments that are tied economically to emerging

markets, and to the extent that the Fund invests in high yield securities.

 

The Fund has no targeted average portfolio

duration and the Fund’s average portfolio duration may vary

significantly depending on market conditions and other factors. It is

expected that the Fund normally will have a short to longer average

portfolio duration (i.e., within a zero to 12 year range), as calculated by

the Investment Manager, although it may be shorter or longer at any

time depending on market conditions and other factors. For example, if

the Fund has an average portfolio duration of 12 years, a 1% increase in

interest rates would tend to correspond to a 12% decrease in the value

of the Fund’s portfolio. There is no limit on the maturity or duration of

any individual security in which the Fund may invest. Duration is a

measure used to determine the sensitivity of a security’s price to

changes in interest rates. The Fund’s duration strategy may entail

maintaining a negative average portfolio duration from time to time,

meaning the portfolio would tend to increase in value in response to an

increase in interest rates. If the Fund has a negative average portfolio

duration, a 1% increase in interest rates would tend to correspond to a

1% increase in the value of the Fund’s portfolio for every year of

negative duration. A negative average portfolio duration would

PIMCO Flexible Emerging Markets

and

Income Fund

PIMCO generally considers an instrument to be “economically tied” to

an emerging market country if: the issuer is organized under the laws of

an emerging market country; the currency of settlement of the security is

a currency of an emerging market country; the security is guaranteed by

the government of an emerging market country (or any political

subdivision, agency, authority or instrumentality of such government);

for an asset-backed or other collateralized security, the country in which

the collateral backing the security is located is an emerging market

country; or the security’s “country of exposure” is an emerging market

country, as determined by the criteria set forth below. With respect to

derivative instruments, PIMCO generally considers such instruments to

be “economically tied” to emerging market countries if the underlying

assets are currencies of emerging market countries (or baskets or

indexes of such currencies), or instruments or securities that are issued

or guaranteed by governments of emerging market countries or by

entities organized under the laws of emerging market countries or an

instrument’s “country of exposure” is an emerging market country. A

security’s “country of exposure” is determined by PIMCO using certain

factors provided by a third-party analytical service provider. The factors

are applied in order such that the first factor to result in the assignment

of a country determines the “country of exposure.” Both the factors and

the order in which they are applied may change in the discretion of

PIMCO. The current factors, listed in the order in which they are applied,

are: (i) if an asset-backed or other collateralized security, the country in

which the collateral backing the security is located; (ii) the “country of

risk” of the issuer; (iii) if the security is guaranteed by the government of

a country (or any political subdivision, agency, authority or

instrumentality of such government), the country of the government or

instrumentality providing the guarantee; (iv) the “country of risk” of the

issuer’s ultimate parent; or (v) the country where the issuer is organized

or incorporated under the laws thereof. “Country of risk” is a separate

four-part test determined by the following factors, listed in order of

importance: (i) management location (the location of key issuer leaders

such as the Chief Executive Officer, Chief Financial Officer, Chief

Operating Officer and/or General Counsel); (ii) country of primary listing

(the country of the exchange on which an issuer’s primary class of

common stock is listed); (iii) country to which the largest proportion of

the issuer’s sales or revenue is attributable; and (iv) reporting currency

of the issuer (the currency used to report financial information in an

issuer’s financial statements).

The Fund focuses its investments in Asia, Africa, the Middle East, Latin

America and the developing countries of Europe. The Fund may invest in

instruments whose return is based on the return of an emerging market

security or a currency of an emerging market country, such as a

derivative instrument, rather than investing directly in emerging market

securities or currencies.

The Fund may invest in and/or originate loans, including, without

limitation, residential and/or commercial real estate or mortgage-related

loans, consumer loans or other types of loans, which may be in the form

The Fund may invest up to 20% of its net assets (plus any borrowings

for investment purposes) in securities of U.S. issuers and in securities of

foreign (non-U.S.) issuers in developed markets. The Fund may also

invest directly in foreign currencies, including currencies of emerging

market countries.

The Fund may, but is not required to, utilize various derivative strategies

(both long and short positions) involving the purchase or sale of futures

and forward contracts (including foreign currency exchange contracts),

call and put options, credit default swaps, total return swaps, basis

swaps and other swap agreements and other derivative instruments for

investment purposes, leveraging purposes or in an attempt to hedge

against market, credit, interest rate, currency and other risks in the

portfolio. The Fund may purchase and sell securities on a when-issued,

delayed delivery or forward commitment basis and may engage in short

sales. The Fund may also seek to obtain market exposure to the

securities in which it invests by entering into a series of purchase and

sale contracts. The Fund may use derivative instruments for other

purposes, including to seek to increase liquidity, provide efficient

portfolio management, broaden investment opportunities (including

taking short or negative positions), implement a tax or cash

management strategy, gain exposure to a particular security or segment

of the market, modify the effective duration of the Fund's portfolio

investments and/or enhance total return.

The Fund may invest in equity securities, including common stocks,

common shares of other investment companies (including those advised

by PIMCO), such as open-end or closed-end management investment

companies and domestic and foreign exchange-traded funds (“ETFs”),

shares of private funds or real estate investment trusts (“REITs”) and

preferred stock. The Fund's investments in private funds may include

private equity funds and hedge funds that rely on the exclusion from the

definition of “investment company” in Section 3(c)(1) or Section 3(c)(7)

of the 1940 Act. Common stocks include common shares and other

common equity interests issued by public or private issuers. The Fund

may invest in securities that have not been registered for public sale in

the U.S. or relevant non-U.S. jurisdiction, including without limitation

securities eligible for purchase and sale pursuant to Rule 144A under

PIMCO Flexible Emerging Markets

and

Income Fund

The Fund may invest, either directly or indirectly through its Subsidiaries,

in shares, certificates, notes or other securities issued by a special

purpose entity (“SPE”) sponsored by an alternative lending platform or

its affiliates (the “Sponsor”) that represent the right to receive principal

and interest payments due on pools of whole loans or fractions of whole

loans, which may (but may not) be issued by the Sponsor, held by the

SPE (“Alt Lending ABS”). Any such Alt Lending ABS may be backed by

consumer, residential or other loans.

When acquiring and/or originating loans, or purchasing Alt Lending ABS,

the Fund is not restricted by any particular borrower credit criteria.

Accordingly, certain loans acquired or originated by the Fund or

underlying any Alt Lending ABS purchased by the Fund may be subprime

in quality, or may become subprime in quality.

The Fund may make investments in debt instruments and other

securities directly or through one or more Subsidiaries. Each Subsidiary,

for example, may invest in and/or originate whole loans or shares,

certificates, notes or other securities representing the right to receive

principal and interest payments due on fractions of whole loans or pools

of whole loans, or any other security or other instrument that the Fund

may hold directly. References herein to the Fund include references to a

Subsidiary in respect of the Fund’s investment exposure. The allocation

of the Fund’s portfolio in a Subsidiary will vary over time and might not

always include all of the different types of investments described herein.

The Fund will treat a Subsidiary’s assets as assets of the Fund for

purposes of determining compliance with various provisions of the 1940

Act applicable to the Fund, including those relating to investment

policies (Section 8), capital structure and leverage (Section 18) and

affiliated transactions and custody (Section 17). In addition, PIMCO and

the Fund’s Board of Trustees will comply with the provisions of

Section 15 of the 1940 Act with respect to a Subsidiary’s investment

advisory contract.

The Fund has received exemptive relief from the SEC that, to the extent

the Fund relies on such relief, permits it to (among other things)

co-invest with certain other persons, including certain affiliates of the

Investment Manager and certain public or private funds managed by the

Investment Manager and its affiliates, subject to certain terms and

conditions. The exemptive relief from the SEC with respect to

co-investments imposes extensive conditions on any co-investments

made in reliance on such relief.

noted above that may give rise to a form of leverage including, among

others, futures and forward contracts (including foreign currency

exchange contracts),

total return swaps and other derivative

transactions, loans of portfolio securities, short sales and when-issued,

delayed delivery and forward commitment transactions. The Fund may

also determine to issue preferred shares or other types of senior

securities to add leverage to its portfolio. By using leverage, the Fund

will seek to obtain a higher return for holders of Common Shares than if

the Fund did not use leverage. The Fund’s Board of Trustees may

authorize the issuance of preferred shares without the approval of

Common Shareholders. If the Fund issues preferred shares in the future,

all costs and expenses relating to the issuance and ongoing

maintenance of the preferred shares will be borne by the Common

Shareholders, and these costs and expenses may be significant. The

Fund intends to utilize reverse repurchase agreements, dollar

rolls/buybacks, borrowings and other forms of leverage opportunistically

and may choose to increase or decrease, or eliminate entirely, its use of

leverage over time and from time to time based on PIMCO’s assessment

of the yield curve environment, interest rate trends, market conditions

and other factors.

The net proceeds the Fund obtains from reverse repurchase agreements,

credit default swaps, dollar rolls/buybacks or other forms of leverage

utilized will be invested in accordance with the Fund’s investment

objective and policies as described in this prospectus. So long as the rate

of return, net of applicable Fund expenses, on the debt obligations and

other Fund assets attributable to leverage exceeds the costs to the Fund

of the leverage it utilizes, the investment of the Fund’s assets

attributable to leverage will generate more income than will be needed

to pay the costs of the leverage. If so, and all other things being equal,

the excess may be used to pay higher dividends to Common

Shareholders than if the Fund were not so leveraged.

The 1940 Act generally prohibits the Fund from engaging in most forms

of leverage representing indebtedness (including the use of bank loans,

commercial paper or other credit facilities) unless immediately after the

issuance of the leverage the Fund has satisfied the asset coverage test

with respect to senior securities representing indebtedness prescribed

by the 1940 Act; that is, the value of the Fund’s total assets less all

liabilities and indebtedness not represented by senior securities (for

these purposes, “total net assets”) is at least 300% of the senior

securities representing indebtedness (effectively limiting the use of

leverage through senior securities representing indebtedness to 33

 1

∕

3

%

of the Fund’s total net assets, including assets attributable to such

leverage). In addition, the Fund is not permitted to declare any cash

dividend or other distribution on Common Shares unless, at the time of

such declaration, this asset coverage test is satisfied. The Fund's use of

derivatives transactions and other similar instruments is generally

subject to a value-at-risk leverage limit, derivatives risk management

program, and reporting requirements under Rule 18f-4 under the 1940

Act unless the Fund qualifies as a “limited derivatives user” as defined

in the rule or the Fund's use of such an instrument satisfies the

conditions of certain exemptions under the rule. Derivatives, reverse

repurchase agreements and other such instruments may represent a

form of economic leverage and create special risks. The use of these

Leveraging is a speculative technique and there are special risks and

costs involved. There is no assurance that the Fund will utilize reverse

repurchase agreements, credit default swaps, dollar rolls/buybacks or

borrowings, issue preferred shares or utilize any other forms of leverage

(such as the use of derivatives strategies). If used, there can be no

assurance that the Fund’s leveraging strategies will be successful or

result in a higher yield on your Common Shares. When leverage is used,

the net asset value of the Common Shares and the yield to Common

Shareholders will be more volatile. In addition, interest and other

expenses borne by the Fund with respect to its use of reverse

repurchase agreements, dollar rolls/buybacks, borrowings or any other

forms of leverage are borne by the Common Shareholders and result in

a reduction of the net asset value of the Common Shares. In addition,

because the fees received by the Investment Manager are based on the

total managed assets of the Fund (including assets attributable to any

reverse repurchase agreements, dollar rolls/buybacks, tender option

bonds, borrowings and any preferred shares that may be outstanding, if

issued), the Investment Manager has a financial incentive for the Fund

to use certain forms of leverage (e.g., reverse repurchase agreements,

dollar rolls/buybacks, tender option bonds, borrowings and preferred

shares), which may create a conflict of interest between the Investment

Manager, on the one hand, and the Common Shareholders, on the other

hand.

The Fund also may borrow money in order to repurchase its shares or as

a temporary measure for extraordinary or emergency purposes,

including for the payment of dividends or the settlement of securities

transactions which otherwise might require untimely dispositions of

portfolio securities held by the Fund. Please see “Use of Leverage,”

“Principal Risks of the Fund—Leverage Risk” for additional information

regarding leverage and related risks.

PIMCO serves as the Investment Manager for the Fund. Subject to the

supervision of the Board, PIMCO is responsible for managing the

investment activities of the Fund and the Fund’s business affairs and

other administrative matters. Pramol Dhawan, Michal Bar and Brian T.

Holmes are jointly and primarily responsible for the day-to-day

management of the Fund.

PIMCO is located at 650 Newport Center Drive, Newport Beach, CA

92660. Organized in 1971, PIMCO provides investment management

and advisory services to private accounts of institutional and individual

clients and to mutual funds. PIMCO is a majority-owned indirect

subsidiary of Allianz SE, a publicly traded European insurance and

financial services company. As of September 30,

2026

, PIMCO had

approximately $

2.29

trillion in assets under management, including

$

1.90

trillion in third-party client assets.

The Fund intends to distribute substantially all of its net investment

income to shareholders in the form of dividends. The Fund intends to

declare income dividends daily and distribute them monthly to

shareholders of record. In addition, the Fund intends to distribute any

net capital gains earned from the sale of portfolio securities to

shareholders no less frequently than annually. Net short-term capital

gains may be paid more frequently.

Unless shareholders specify otherwise, distributions will be reinvested in

Common Shares of the Fund in accordance with the Fund’s dividend

reinvestment plan (the “Plan”). The Fund may pay distributions from

sources that may not be available in the future and that are unrelated to

the Fund’s performance, such as from offering proceeds and/or

borrowings. See “Distributions” and “Dividend Reinvestment Plan.”

The Fund might not distribute all or a portion of any net capital gain for

a taxable year. If the Fund does not distribute all of its net capital gain

for a taxable year, it will pay federal income tax on the retained gain.

Each Common Shareholder of record as of the end of the Fund's taxable

year will include in income for federal income tax purposes, as

long-term capital gain, his or her share of the retained gain, will be

deemed to have paid his or her proportionate share of the tax paid by

the Fund on such retained gain, and will be entitled to an income tax

PIMCO Flexible Emerging Markets

and

Income Fund

PIMCO Investments LLC, an affiliate of PIMCO, serves as the Fund’s

principal underwriter and distributor. State Street Bank and Trust

Company serves as the primary custodian of the Fund’s assets and also

provides certain fund accounting, sub-administrative and compliance

services to the Fund on behalf of the Investment Manager. UMB Bank,

n.a. serves as a custodian of the Fund for the purpose of processing

investor subscriptions and repurchases. SS&C Global Investor and

Distribution Solutions, Inc. (“SS&C”) serves as the Fund’s transfer agent

and dividend disbursement agent.

The Fund’s Common Shares are not listed for trading on any securities

exchange. There is currently no secondary market for its Common Shares

and the Fund does not expect any secondary market to develop for its

Common Shares. Common Shareholders of the Fund are not able to

have their Common Shares redeemed or otherwise sell their Common

Shares on a daily basis because the Fund is an unlisted closed-end fund.

In order to provide liquidity to Common Shareholders, the Fund is

structured as an “interval fund” and conducts quarterly repurchase

offers for a portion of its outstanding Common Shares, as described

herein. Investors should consider Common Shares of the Fund to be an

illiquid investment. An investment in the Fund is suitable only for

long-term investors who can bear the risks associated with the limited

liquidity of the Common Shares. Investors should consider their

investment goals, time horizons and risk tolerance before investing in

the Fund.

An investment in the Fund involves a considerable amount of risk. It is

possible that you will lose money. An investment in the Fund is suitable

only for investors who can bear the risks associated with the limited

liquidity of the Common Shares and should be viewed as a long-term

investment. Before making your investment decision, you should (i)

consider the suitability of this investment with respect to your

investment objectives and personal financial situation and (ii) consider

factors such as your personal net worth, income, age, risk tolerance and

liquidity needs. An investment in the Fund should not be viewed as a

complete investment program.

The Fund is a non-diversified, closed-end management investment

company with limited history of operations and is designed for

long-term investors and not as a trading vehicle.

New/Small Fund Risk

A new or smaller fund’s performance may not represent how the fund is

expected to or may perform in the long term if and when it becomes

larger and has fully implemented its investment strategies. Investment

positions may have a disproportionate impact (negative or positive) on

performance in a new and smaller fund, such as the Fund. New and

smaller funds may also require a period of time before they are invested

in securities that meet their investment objectives and policies and

achieve a representative portfolio composition. Fund performance may

be lower or higher during this “ramp-up” period, and may also be more

volatile, than would be the case after the fund is fully invested. Similarly,

a new or smaller fund’s investment strategy may require a longer period

of time to show returns that are representative of the strategy. New

funds have limited performance histories for investors to evaluate and

new and smaller funds may not attract sufficient assets to achieve

investment and trading efficiencies. If a new or smaller fund were to fail

to successfully implement its investment strategies or achieve its

investment objectives, performance may be negatively impacted, and

any resulting liquidation could create negative transaction costs for the

fund and tax consequences for investors.

Foreign (non-U.S.) investment risk may be particularly high to the extent

that the Fund invests in securities of issuers based in or doing business

in emerging market countries or invests in securities denominated in the

currencies of emerging market countries. Investing in securities of

issuers based in or doing business in emerging markets entails all of the

risks of investing in foreign securities noted below, but to a heightened

degree.

Investments in emerging market countries pose a greater degree of

systemic risk (i.e., the risk of a cascading collapse of multiple institutions

within a country, and even multiple national economies). The

inter-relatedness of economic and financial institutions within and

among emerging market economies has deepened over the years, with

the effect that institutional failures and/or economic difficulties that are

of initially limited scope may spread throughout a country, a region or

all or most emerging market countries. This may undermine any attempt

by the Fund to reduce risk through geographic diversification of its

portfolio.

There is a heightened possibility of imposition of withholding or other

taxes on interest or dividend income or capital gains generated from

emerging market securities. Governments of emerging market countries

may engage in confiscatory taxation or expropriation of income and/or

assets to raise revenues or to pursue a domestic political agenda. In the

past, emerging market countries have nationalized assets, companies

and even entire sectors, including the assets of foreign investors, with

inadequate or no compensation to the prior owners. There can be no

assurance that the Fund will not suffer a loss of any or all of its

investments, or interest or dividends thereon, due to adverse fiscal or

other policy changes in emerging market countries.

Bankruptcy law and creditor reorganization processes may differ

substantially from those in the United States, resulting in greater

uncertainty as to the rights of creditors, the enforceability of such rights,

reorganization timing and the classification, seniority and treatment of

claims. In certain emerging market countries, although bankruptcy laws

have been enacted, the process for reorganization remains highly

uncertain. In addition, it may be impossible to seek legal redress against

an issuer that is a sovereign state.

Emerging market countries typically have less established regulatory,

disclosure, legal, accounting, recordkeeping and financial reporting

systems than those in more developed markets, which may increase the

potential for market manipulation or reduce the scope or quality of

financial information available to investors. Governments in emerging

market countries are often less stable and more likely to take extra-legal

action with respect to companies, industries, assets, or foreign

ownership than those in more developed markets. Moreover, it can be

more difficult for investors to bring litigation or enforce judgments

against issuers in emerging markets or for U.S. regulators to bring

enforcement actions, or obtain information needed to pursue or enforce

such judgments, against such issuers. In addition, foreign companies

with securities listed on U.S. exchanges may be delisted if they do not

meet U.S. accounting standards and auditor oversight requirements,

which may decrease the liquidity and value of the securities. The Fund

may also be subject to emerging markets risk if it invests in derivatives

or other securities or instruments whose value or return are related to

the value or returns of emerging markets securities.

Other heightened risks associated with emerging markets investments

include without limitation (i) risks due to less social, political and

economic stability; (ii) the smaller size of the market for such securities

and a lower volume of trading, resulting in a lack of liquidity and in

price volatility; (iii) certain national policies which may restrict the Fund’s

investment opportunities, including sanctions and restrictions on

investing in issuers or industries deemed sensitive to relevant national

interests and requirements that government approval be obtained prior

to investment by foreign persons; (iv) certain national policies that may

restrict the Fund’s repatriation of investment income, capital or the

proceeds of sales of securities, including temporary restrictions on

foreign capital remittances; (v) the lack of uniform accounting and

The currencies of emerging market countries may experience significant

declines against the U.S. dollar, and devaluation may occur subsequent

to investments in these currencies by the Fund. Many emerging market

countries have experienced substantial, and in some periods extremely

high, rates of inflation for many years. Inflation and rapid fluctuations in

inflation rates have had, and may continue to have, negative effects on

the economies and securities markets of certain emerging market

countries.

Emerging securities markets may have different clearance and

settlement procedures, which may be unable to keep pace with the

volume of securities transactions or otherwise make it difficult to

engage in such transactions. Settlement problems may cause the Fund

to miss attractive investment opportunities, hold a portion of the assets

in cash pending investment, or be delayed in disposing of a portfolio

security. Such a delay could result in possible liability to a purchaser of

the security. Custody services in many emerging market countries

remain undeveloped. The Fund will be investing in emerging market

countries where the current law and market practice carry fewer

safeguards than in more developed markets, including the protection of

client securities against claims from general creditors in the event of the

insolvency of an agent selected to hold securities on behalf of the Fund,

and the Fund’s custodian and the Investment Manager have assumed

no liability for losses resulting from the Fund acting in accordance with

such practice.

For the avoidance of doubt, the emerging markets in which the Fund

may invest include frontier markets. Frontier market countries are

emerging market countries, but generally have smaller economies or

less mature capital markets than more developed emerging markets,

and, as a result, the risks of investing in emerging market countries are

magnified in frontier countries. The markets of frontier countries typically

have low trading volumes and the potential for extreme price volatility

and illiquidity. This volatility may be further heightened by the actions of

a few major investors. For example, a substantial increase or decrease in

cash flows of funds investing in these markets could significantly affect

PIMCO Flexible Emerging Markets

and

Income Fund

nationalization, expropriation or other confiscation, the Fund could lose

its entire investment in foreign (non-U.S.) securities. The type and

severity of sanctions and other similar measures, including counter

sanctions and other retaliatory actions, that may be imposed could vary

broadly in scope, and their impact is difficult to ascertain. These types of

measures may include, but are not limited to, banning a sanctioned

country or certain persons or entities associated with such country from

global payment systems that facilitate cross-border payments, restricting

securities transactions, restricting dealings with entities that are critical

to the infrastructure of securities and related transactions in specific

jurisdictions, restricting transactions in specified sectors of certain

countries, and freezing the assets of particular countries, entities or

persons. The imposition of sanctions and other similar measures could

impact the Fund’s portfolio holdings by

, among other things,

reducing

their

value and/or liquidity

or causing a

downgrade

in

credit ratings

.

In

addition,

these measures could

result in

currency devaluation or

volatility, and increased market volatility and

/or economic

disruption in

the securities or sanctioned country and throughout the world.

Sanctions and other similar measures could directly or indirectly limit or

prevent the Fund from buying and selling securities, receiving interest or

principal payments due on the securities, significantly delay or prevent

the settlement of

securities transactions, and adversely impact the

Fund's liquidity and performance and/or prevent the liquidation

,

closure

or other activities

of a portfolio holding sanctioned securities.

The

U.S.

government may renegotiate some of its global trade relationships

with foreign governments and may impose or threaten to impose

significant tariffs. The imposition of tariffs, trade restrictions, currency

restrictions or similar actions (or retaliatory measures taken in response

to such actions) could contribute to volatility or overall declines in the

U.S.

and global investment markets.

Adverse conditions in a certain

region can adversely affect securities of other countries whose

economies appear to be unrelated. To the extent that the Fund invests a

significant portion of its assets in a specific geographic region or in

securities denominated in a particular foreign (non-U.S.) currency, the

Fund will generally have more exposure to regional economic risks,

including weather emergencies and natural disasters, associated with

foreign (non-U.S.) investments. Additionally, events and evolving

conditions in certain markets or regions may alter the risk profile of

investments tied to those markets or regions. This may cause

investments tied to such markets or regions to become riskier or more

volatile, even when investments in such markets or regions were

perceived as comparatively stable historically. Foreign (non-U.S.)

securities may also be less liquid (particularly during market closures

due to local market holidays or other reasons) and more difficult to

value than securities of U.S. issuers.

 

The Fund may invest in securities and

instruments that are economically tied to the People's Republic of China

(excluding Hong Kong, Macau and Taiwan for the purpose of this

disclosure) (“PRC”). In determining whether an instrument is

economically tied to the PRC, PIMCO uses the criteria for determining

whether an instrument is economically tied to an emerging market

country as set forth above. Investing in securities and instruments

economically tied to the PRC subjects the Fund to certain of the risks of

the foregoing risks and events could negatively impact the Fund's

performance, which may result in significant losses with little or no

recourse available.

In recent years, certain governmental bodies (including the

U.S. government) have considered and, in some cases, imposed

sanctions, trade and investment restrictions and notification

requirements on the PRC (as well as Hong Kong and Macau), and it is

possible that additional restrictions may be imposed or retaliatory action

may be taken in the future. In addition, the U.S. government has

implemented the Outbound Investment Security Program. This program

currently focuses on investments in certain national security sectors

(e.g., semiconductors, artificial intelligence, and quantum information

technology), and it may expand to cover additional sectors over time.

Complying with such restrictions may prevent a Fund from pursuing

certain investments, cause delays or other impediments with respect to

consummating such investments, require notification of such

investments to government authorities, require divestment or freezing of

investments on unfavorable terms, render divestment of

underperforming investments impracticable, negatively impact a Fund’s

ability to achieve its investment objective, prevent the Fund from

receiving payments otherwise due it, require a Fund to obtain

information about underlying investors, increase diligence and other

similar costs to the Fund, render valuation of China-related investments

challenging, or require a Fund to consummate an investment on terms

that are less advantageous than would be the case absent such

restrictions. Any of these outcomes could adversely affect the Fund’s

performance with respect to such investments, and thus a Fund’s

performance as a whole.

Given the complex and evolving relationship between the PRC and

certain other countries, it is difficult to predict the impact of such

restrictions on market conditions. Foreign (non-U.S.) relations, such as

the PRC-U.S. relationship regarding trade, currency exchange,

intellectual property protection, among other things, could also have

implications with respect to capital flow and business operations. For

example, U.S. social, political, regulatory and economic conditions

prompting changes in laws and policies governing foreign (non-U.S.)

trade, manufacturing, developments and investments in the PRC could

limit the Fund’s ability to access certain opportunities in PRC or restrict

transaction with certain PRC issuers and, as a result, could adversely

affect the performance of the Fund’s investments.

 

The Fund may invest in securities and

instruments that are economically tied to Russia. Investments in Russia

are subject to various risks such as, but not limited to political,

economic, legal, market and currency risks. The risks include uncertain

political and economic policies, short -term market volatility, poor

accounting standards, corruption and crime, an inadequate regulatory

system, regional armed conflict and unpredictable taxation. Investments

in Russia are particularly subject to the risk that further economic

sanctions, export and import controls, and other similar measures may

be imposed by the United States and/or other countries. Other similar

measures may include, but are not limited to, banning or expanding

bans on Russia or certain persons or entities associated with Russia

PIMCO Flexible Emerging Markets

and

Income Fund

The Russian securities market, as compared to U.S. markets, has

significant price volatility, less liquidity, a smaller market capitalization

and a smaller number of traded securities. There may be little publicly

available information about issuers. Settlement, clearing and

registration of securities transactions are subject to risks. Prior to the

implementation of the National Settlement Depository (“NSD”), a

recognized central securities depository, there was no central

registration system for equity share registration in Russia, and

registration was carried out by either the issuers themselves or by

registrars located throughout Russia. Title to Russian equities held

through the NSD is now based on the records of the NSD and not the

registrars. Although the implementation of the NSD has enhanced the

efficiency and transparency of the Russian securities market, issues

resulting in loss can still occur. In addition, sanctions by the European

Union against the NSD, as well as the potential for sanctions by other

governments, could make it more difficult to conduct or confirm

transactions involving Russian securities. Ownership of securities issued

by Russian companies that are not held through depositories such as

the NSD may be recorded by companies themselves and by registrars.

Moreover, changes in Russian laws and regulations could require the

transfer of securities from the NSD to registrars or other parties outside

of standard custodial arrangements

, which could lead to additional risks

and possible conflicts with U

.

S.

laws.

In such cases, the risk is increased

that the Fund could lose ownership rights through fraud, negligence or

oversight. While applicable Russian regulations impose liability on

registrars for losses resulting from their errors, it may be difficult for the

Fund to enforce any rights it may have against the registrar or issuer of

the securities in the event of loss of share registration. In addition,

issuers and registrars are still prominent in the validation and approval

of documentation requirements for corporate action processing in

Russia. Because the documentation requirements and approval criteria

vary between registrars and issuers, there remain unclear and

inconsistent market standards in the Russian market with respect to the

completion and submission of corporate action elections. In addition,

sanctions or Russian countermeasures may prohibit or limit the Fund's

ability to participate in corporate actions, and therefore require the Fund

to forego voting on or receiving funds that would otherwise be

beneficial to the Fund. To the extent that the Fund suffers a loss relating

to title or corporate actions relating to its portfolio securities, it may be

difficult for the Fund to enforce its rights or otherwise remedy the loss.

Russian securities laws may not recognize foreign nominee accounts

held with a custodian bank, and therefore the custodian may be

considered the ultimate owner of securities they hold for their clients.

Adverse currency exchange rates are a risk and there may be a lack of

available currency hedging instruments. Investments in Russia may be

subject to the risk of nationalization or expropriation of assets. Oil,

natural gas, metals, minerals and timber account for a significant

portion of Russia's exports, leaving the country vulnerable to swings in

world prices and to sanctions or other actions that may be directed at

the Russian economy as a whole or at Russian oil, natural gas, metals,

minerals or timber industries.

The Fund may have substantial exposure to emerging market sovereign

debt, including quasi-sovereign debt. Sovereign debt includes securities

issued or guaranteed by foreign sovereign governments or their

agencies, authorities, political subdivisions or instrumentalities.

Quasi-sovereign obligations typically are issued by companies or

agencies that may receive financial support or backing from a sovereign

government or in which the government owns a majority of the issuer’s

voting shares. Quasi-sovereign obligations are typically less liquid and

less standardized than direct sovereign obligations.

Currency risk may be particularly high because the Fund may, at times

or in general, have substantial exposure to emerging market currencies,

and engage in foreign currency transactions that are economically tied

to emerging market countries. These currency transactions may present

market, credit, currency, liquidity, legal, political, headline, reputational

and other risks different from, or greater than, the risks of investing in

developed foreign (non-U.S.) currencies or engaging in foreign currency

transactions that are economically tied to developed foreign countries.

Investments denominated in foreign (non-U.S.) currencies or that trade

in and receive revenues in, foreign (non-U.S.) currencies, derivatives or

other instruments that provide exposure to foreign (non-U.S.)

currencies, are subject to the risk that those currencies will decline in

value relative to the U.S. dollar, or, in the case of hedging positions, that

the U.S. dollar will decline in value relative to the currency being

hedged.

Currency rates in foreign (non-U.S.) countries may fluctuate significantly

over short periods of time for a number of reasons, including changes in

interest or inflation rates, balance of payments and governmental

surpluses or deficits, intervention (or the failure to intervene) by U.S. or

foreign (non-U.S.) governments, central banks or supranational entities

such as the International Monetary Fund, the imposition of currency

controls or other political developments in the United States or abroad.

These fluctuations may have a significant adverse impact on the value of

the Fund’s portfolio and/or the level of Fund distributions made to

Common Shareholders. There is no assurance that a hedging strategy, if

used, will be successful.

Moreover, currency hedging techniques may be unavailable with respect

to emerging market currencies. As a result, the Fund’s investments in or

exposure to foreign (non-U.S.) currencies and/or foreign (non-U.S.)

currency-denominated, and especially emerging market-currency

denominated, securities may reduce the returns of the Fund.

Continuing uncertainty as to the status of the euro and the European

Monetary Union (“EMU”) has created significant volatility in currency

and financial markets generally. Any partial or complete dissolution of

the EMU could have significant adverse effects on currency and financial

markets, and on the values of the Fund’s portfolio investments. If one or

more EMU countries were to stop using the euro as its primary currency,

the Fund’s investments in such countries may be redenominated into a

different or newly adopted currency. As a result, the value of those

investments could decline significantly and unpredictably. In addition,

securities or other investments that are redenominated may be subject

to foreign currency risk, liquidity risk and valuation risk to a greater

extent than similar investments currently denominated in euros. To the

extent a currency used for redenomination purposes is not specified in

respect of certain EMU-related investments, or should the euro cease to

be used entirely, the currency in which such investments are

denominated may be unclear, making such investments particularly

difficult to value or dispose of. The Fund may incur additional expenses

to the extent it is required to seek judicial or other clarification of the

denomination or value of such securities.

There can be no assurance that if the Fund earns income or capital gains

in a non-U.S. country or PIMCO otherwise seeks to withdraw the Fund’s

investments from a given country, capital controls imposed by such

country will not prevent, or cause significant expense in, doing so.

PIMCO Flexible Emerging Markets

and

Income Fund

Exchanges and securities markets may close early, close late or issue

trading halts on specific securities, which may result in, among other

things, the Fund being unable to buy or sell certain securities or financial

instruments at an advantageous time or accurately price its portfolio

investments.

The Fund’s investment performance depends upon how its assets are

allocated and reallocated. A principal risk of investing in the Fund is that

PIMCO may make less than optimal or poor asset allocation decisions,

which could result in the Fund being underweight or overweight in

sectors, asset classes, or geographies that perform differently than

expected. PIMCO employs an active approach to allocation among

multiple fixed income sectors, but there is no guarantee that such

allocation techniques will produce the desired results. It is possible that

PIMCO will focus on an investment that performs poorly or

underperforms other investments under various market conditions.

The

Fund could experience losses as a result of these allocation decisions

,

which could result in the Fund being underweight or overweight in

sectors, asset classes, or geographies that perform differently than

expected

.

The value of a security may decline for a number of reasons that directly

relate to the issuer, such as management performance, major litigation,

investigations or other controversies, changes in the issuer’s financial

condition or credit rating, changes in government regulations affecting

the issuer or its competitive environment and strategic initiatives such

as mergers, acquisitions or dispositions and the market response to any

such initiatives, financial leverage, reputation or reduced demand for the

issuer’s goods or services, as well as the historical and prospective

earnings of the issuer and the value of its assets. A change in the

financial condition of a single issuer may affect one or more other

issuers or securities markets as a whole. These risks can apply to the

Common Shares issued by the Fund and to the issuers of securities and

other instruments in which the Fund invests.

As described under “Periodic Repurchase Offers” above, the Fund is an

“interval fund” and, in order to provide liquidity to shareholders, the

Fund, subject to applicable law,conducts quarterly repurchase offers of

the Fund’s outstanding Common Shares at NAV, subject to approval of

the Board. In all cases, repurchase offers will be for at least 5% and not

more than 25% of its outstanding Common Shares at NAV, pursuant to

Rule 23c-3 under the 1940 Act. The Fund currently expects to conduct

quarterly repurchase offers for 5% of its outstanding Common Shares

under ordinary circumstances. The Fund believes that these repurchase

offers are generally beneficial to the Fund’s shareholders and

repurchases generally will be funded from available cash or sales of

portfolio securities. However, repurchase offers and the need to fund

repurchase obligations may affect the ability of the Fund to be fully

invested or force the Fund to maintain a higher percentage of its assets

in liquid investments, which may harm the Fund’s investment

performance. Moreover, diminution in the size of the Fund through

repurchases may result in untimely sales of portfolio securities (with

associated imputed transaction costs, which may be significant), and

may limit the ability of the Fund to participate in new investment

opportunities or to achieve its investment objective. The Fund may

accumulate cash by holding back (i.e., not reinvesting) payments

received in connection with the Fund’s investments. The Fund believes

that payments received in connection with the Fund’s investments will

generate sufficient cash to meet the maximum potential amount of the

Fund’s repurchase obligations. If at any time cash and other liquid

assets held by the Fund are not sufficient to meet the Fund’s repurchase

obligations, the Fund intends, if necessary, to sell investments.To the

extent the Fund employs investment leverage, repurchases of Common

Shares would compound the adverse effects of leverage in a declining

market. In addition, if the Fund borrows to finance repurchases, interest

on that borrowing will negatively affect Common Shareholders who do

not tender their Common Shares by increasing the Fund’s expenses and

reducing any net investment income. If a repurchase offer is

oversubscribed, the Fund may, but is not required to, determine to

increase the amount repurchased by up to 2% of the Fund’s

outstanding shares as of the date of the Repurchase Request Deadline.

In the event that the Fund determines not to repurchase more than the

repurchase offer amount, or if shareholders tender more than the

repurchase offer amount plus 2% of the Fund’s outstanding shares as of

the date of the Repurchase Request Deadline, the Fund will repurchase

the Common Shares tendered on a pro rata basis, and shareholders will

have to wait until the next repurchase offer to make another repurchase

request. As a result, shareholders may be unable to liquidate all or a

given percentage of their investment in the Fund during a particular

repurchase offer. Notwithstanding the foregoing, the Fund may accept

all Common Shares tendered for repurchase by shareholders who own

less than one hundred Common Shares and who tender all of their

Common Shares, before prorating Common Shares tendered by other

shareholders; provided that, if a shareholder holds shares through a

financial intermediary, such intermediary may not be willing or able to

arrange for this treatment on such shareholder

’

s behalf. Some

shareholders, in anticipation of proration, may tender more Common

Shares than they wish to have repurchased in a particular quarter,

thereby increasing the likelihood that proration will occur. A shareholder

may be subject to market and other risks, and the NAV of Common

Shares tendered in a repurchase offer may decline between the

Repurchase Request Deadline and the date on which the NAV for

tendered Common Shares is determined. In addition, the repurchase of

Common Shares by the Fund may be a taxable event to shareholders.

To the extent a large proportion of the Common Shares are held by a

small number of shareholders (or a single shareholder), including

affiliates of the Investment Manager, the Fund may be adversely

impacted if such shareholders purchase or request repurchases of large

amounts of Common Shares. For example, it is possible that in response

to a repurchase offer, the total amount of Common Shares tendered by

a small number of shareholders (or a single shareholder) may exceed

the number of Common Shares that the Fund has offered to repurchase.

If a repurchase offer is oversubscribed, the Fund will repurchase only a

pro rata portion of the Common Shares tendered by each shareholder.

In addition, substantial repurchases of Common Shares could result in a

decrease in the Fund's net assets, resulting in an increase in the Fund's

total annual operating expense ratio. See “Repurchase Offers Risk”

above for additional information about certain risks related to

Repurchase Offers.

PIMCO Flexible Emerging Markets

and

Income Fund

Management Risk

In addition, the Fund may rely on various third-party sources to calculate

its NAV. As a result, the Fund is subject to certain operational risks

associated with reliance on service providers and service providers’ data

sources. In particular, errors or systems failures and other technological

issues may adversely impact the Fund’s calculations of its NAV, and such

NAV calculation issues may result in inaccurately calculated NAVs,

delays in NAV calculation and/or the inability to calculate NAVs over

extended periods. The Fund may be unable to recover any losses

associated with such failures.

Interest Rate Risk

Reserve (the “Federal Reserve”) adjusts its

monetary policy

,

whether by

raising or lowering

interest rates

, or when such rates remain at elevated

or historically low levels for a prolonged period

. Further, in market

environments where interest rates are rising, issuers may be less willing

or able to make principal and interest payments on fixed-income

investments when due. Actions by governments and central banking

authorities can result in increases or decreases in interest rates. Periods

of higher inflation could cause such authorities to raise interest rates,

which may adversely affect the Fund and its investments.

In addition,

changes in monetary policy may exacerbate the risks associated with

changing interest rates.

During periods of very low or negative interest rates, the Fund may be

unable to maintain positive returns. Very low or negative interest rates

may magnify interest rate risk. Changing interest rates, including rates

that fall below zero, may have unpredictable effects on markets, may

result in heightened market volatility and may detract from Fund

performance to the extent the Fund is exposed to such interest rates.

Convexity is an additional measure used to understand a security's or

Fund's interest rate sensitivity. Convexity measures the rate of change of

duration in response to changes in interest rates. With respect to a

security's price, a larger convexity (positive or negative) may imply more

dramatic price changes in response to changing interest rates. Convexity

may be positive or negative. Negative convexity implies that interest

rate increases result in increased duration, and vice versa, meaning

increased sensitivity in prices in response to changes in interest rates.

Thus, securities with negative convexity, which may include bonds with

traditional call features and certain mortgage-backed securities, may

experience greater losses in periods of rising interest rates. Accordingly,

if the Fund holds such securities, the Fund may be subject to a greater

risk of losses in periods of rising interest rates.

changing, notably when rates are rising. The downgrade of the credit

rating of a security or of the issuer of a security held by the Fund may

decrease its value. Measures such as average credit quality may not

accurately reflect the true credit risk of the Fund. This is especially the

case if the Fund consists of securities with widely varying credit ratings.

Securities are subject to varying degrees of credit risk, which are often

reflected in credit ratings.

This

risk is greater to the extent the Fund uses

leverage or derivatives in connection with the management of the Fund,

which would be magnified in the event that initial or variation margin is

not provided by the counterparty to such transaction (or not provided

below a certain threshold amount). Rising or high interest rates may

deteriorate the credit quality of an issuer or counterparty, particularly if

an issuer or counterparty faces challenges rolling or refinancing its

obligations. The Fund’s investments may be adversely affected if any of

the issuers it is invested in are subject to an actual or perceived

(whether by market participants, rating agencies, pricing services or

otherwise) deterioration to their credit quality.

Credit risk includes credit spread risk, which is the risk that credit

spreads (i.e., the difference in yield between securities that is due to

differences in their actual or perceived credit quality) may increase when

the market believes that investments generally have a greater risk of

default. Increasing credit spreads may reduce the market values of the

Fund’s investments. Credit spreads often increase more for lower rated

and unrated securities than for investment grade securities. In addition,

when credit spreads increase, reductions in market value will generally

be greater for longer-maturity securities. Further, credit spread duration

(a measure of credit spread risk) can vary significantly from interest rate

duration (e.g., for floating rate debt securities, credit spread duration

typically will be higher than interest rate duration). The Fund may add

credit spread duration to its portfolio, for example through the use of

derivatives (e.g., credit default swaps), even while it has lower interest

rate duration. The credit spread duration of the Fund’s portfolio may

vary, in some cases significantly, from its interest rate duration.

The market value of corporate debt securities generally may be expected

to rise and fall inversely with interest rates. The value of intermediate

and longer-term corporate debt securities normally fluctuates more in

response to changes in interest rates than does the value of

shorter-term corporate debt securities. The market value of a corporate

debt security also may be affected by factors directly relating to the

issuer, such as investors’ perceptions of the creditworthiness of the

issuer, the issuer’s financial performance, perceptions of the issuer in the

marketplace, performance of management of the issuer, the issuer’s

capital structure and use of financial leverage and demand for the

issuer’s goods and services. Certain risks associated with investments in

corporate debt securities are described elsewhere in this prospectus in

further detail. There is a risk that the issuers of corporate debt securities

may not be able to meet their obligations on interest or principal

payments at the time called for by an instrument. The Fund may invest

in below investment grade corporate bonds, often referred to as “high

yield” securities or “junk bonds.” High yield corporate bonds are often

high risk and have speculative characteristics. High yield corporate

PIMCO Flexible Emerging Markets

and

Income Fund

The mortgage-related assets in which the Fund may invest include, but

are not limited to, any security, instrument or other asset that is related

to U.S. or non-U.S. mortgages, including those issued by private

originators or issuers, or issued or guaranteed as to principal or interest

by the U.S. government or its agencies or instrumentalities or by

non-U.S. governments or authorities, such as, without limitation, assets

representing interests in, collateralized or backed by, or whose values

are determined in whole or in part by reference to any number of

mortgages or pools of mortgages or the payment experience of such

mortgages or pools of mortgages, including real estate mortgage

investment conduits (“REMICs”), which could include resecuritizations

of REMICs (“Re-REMICs”), mortgage pass-through securities, inverse

floaters, collateralized mortgage obligations, CLOs, multi-class

pass-through securities, private mortgage pass-through securities,

stripped mortgage securities (generally interest-only and principal-only

securities), mortgage-related asset backed securities and

mortgage-related loans (including through participations, assignments,

originations and whole loans), including commercial and residential

mortgage loans. Exposures to mortgage-related assets through

derivatives or other financial instruments will be considered investments

in mortgage-related assets.

The Fund may also invest in other types of asset-backed securities,

including CDOs, CBOs and CLOs and other similarly structured

securities. See “The Fund’s Investment Objective and Strategies-Portfolio

Contents and Other Information-Mortgage-Related and Other

Asset-Backed Instruments” in this prospectus and “Investment

Objective and Policies-Mortgage-Related and Other Asset-Backed

Instruments” in the Statement of Additional Information for a

description of the various mortgage-related and other asset-backed

instruments in which the Fund may invest and their related risks.

Mortgage-related and other asset-backed instruments represent

interests in “pools” of mortgages or other assets such as consumer

loans or receivables held in trust and often involve risks that are

different from or possibly more acute than risks associated with other

types of debt instruments.

Generally, rising interest rates tend to extend the duration of fixed rate

mortgage-related assets, making them more sensitive to changes in

interest rates. Compared to other fixed income investments with similar

maturity and credit, mortgage-related securities may increase in value to

a lesser extent when interest rates decline and may decline in value to a

similar or greater extent when interest rates rise. As a result, in a period

of rising interest rates, the Fund may exhibit additional volatility since

individual mortgage holders are less likely to exercise prepayment

options, thereby putting additional downward pressure on the value of

Subordinate mortgage-backed or asset-backed instruments are paid

interest only to the extent that there are funds available to make

payments. To the extent the collateral pool includes a large percentage

of delinquent loans, there is a risk that interest payments on

subordinate mortgage-backed or asset-backed instruments will not be

fully paid.

There are multiple tranches of mortgage-backed and asset-backed

instruments, offering investors various maturity and credit risk

characteristics. For example, tranches may be categorized as senior,

mezzanine, and subordinated/equity or “first loss.” The most senior

tranche of a mortgage-backed or asset-backed instrument generally has

the greatest collateralization and generally pays the lowest interest rate.

If there are defaults or the collateral otherwise underperforms,

scheduled payments to senior tranches generally take precedence over

those of mezzanine tranches, and scheduled payments to mezzanine

tranches take precedence over those to subordinated/equity tranches.

Lower tranches represent lower degrees of credit quality and pay higher

interest rates intended to compensate for the attendant risks. The return

on the lower tranches is especially sensitive to the rate of defaults in the

The mortgage markets in the United States and in various foreign

countries have experienced extreme difficulties in the past that

adversely affected the performance and market value of certain of the

Fund’s mortgage-related investments. Delinquencies and losses on

residential and commercial mortgage loans (especially subprime and

second-lien mortgage loans) may increase, and a decline in or flattening

of housing and other real property values may exacerbate such

delinquencies and losses. In addition, reduced investor demand for

mortgage loans and mortgage-related securities and increased investor

yield requirements have caused limited liquidity in the secondary market

for mortgage-related securities, which can adversely affect the market

value of mortgage-related securities. It is possible that such limited

liquidity in such secondary markets could continue or worsen.

With respect to risk retention tranches (i.e., eligible residual interests

initially held by the sponsors of commercial mortgage backed securities

(“CMBS”) and other eligible securitizations pursuant to the U.S. Risk

Retention Rules), a third-party purchaser, such as the Fund, must hold its

retained interest, unhedged, for at least five years following the closing

of the CMBS transaction, after which it is entitled to transfer its interest

in the securitization to another person that meets the requirements for a

third-party purchaser. Even after the required holding period has

expired, due to the generally illiquid nature of such investments, no

assurance can be given as to what, if any, exit strategies will ultimately

be available for any given position.

In addition, there is limited guidance on the application of the final

U.S. Risk Retention Rules to specific securitization structures. There can

be no assurance that the applicable federal agencies charged with the

implementation of the final U.S. Risk Retention Rules (e.g., the Federal

Deposit Insurance Corporation (“FDIC”), the Comptroller of the

Currency, the Federal Reserve Board, the SEC, the Department of

Housing and Urban Development, and the Federal Housing Finance

Agency) could not take positions in the future that differ from the

interpretation of such rules taken or embodied in such securitizations, or

that the final U.S. Risk Retention Rules will not change.

Furthermore, in situations where the Fund invests in risk retention

tranches of securitizations structured by third parties, the Fund may be

required to execute one or more letters or other agreements, the exact

Privately-issued mortgage-related securities are not traded on an

exchange and there may be a limited market for the securities, especially

when there is a perceived weakness in the mortgage and real estate

market sectors. Without an active trading market, mortgage-related

securities held in the Fund’s portfolio may be particularly difficult to

value because of the complexities involved in assessing the value of the

underlying mortgage loans.

Loans, and debt instruments collateralized by loans (including shares,

certificates, notes or other securities issued by a special purpose entity

(“SPE”) sponsored by an alternative lending platform (i.e., an online

lending marketplace or lender that is not a traditional banker, such as a

bank) or its affiliates (the “Sponsor”) that represent the right to receive

principal and interest payments due on pools of whole loans or fractions

of whole loans, which may (but may not) be issued by the Sponsor, held

by the SPE (“Alt Lending ABS”)), acquired by the Fund may be subprime

in quality, or may become subprime in quality. Although there is no

specific legal or market definition of “subprime,” subprime loans are

generally understood to refer to loans made to borrowers that display

poor credit histories and other characteristics that correlate with a

higher default risk. Accordingly, subprime loans, and debt instruments

secured by such loans (including Alt Lending ABS), have speculative

characteristics and are subject to heightened risks, including the risk of

nonpayment of interest or repayment of principal, and the risks

associated with investments in high yield securities. In addition, these

instruments could be subject to increased regulatory scrutiny. The Fund

is not restricted by any particular borrower credit risk criteria and/or

qualifications when acquiring loans or debt instruments collateralized

by loans.

PIMCO Flexible Emerging Markets

and

Income Fund

Municipal Bond Risk

Investing in the municipal bond market involves the risks of investing in

debt securities generally and certain other risks. The amount of public

information available about the municipal bonds in which the Fund may

invest is generally less than that for corporate equities or bonds, and the

investment performance of the Fund’s investment in municipal bonds

may therefore be more dependent on the analytical abilities of PIMCO

than its investments in taxable bonds. The secondary market for

municipal bonds, particularly below investment grade bonds in which

the Fund may invest, also tends to be less well developed or liquid than

many other securities markets, which may adversely affect the Fund’s

ability to sell municipal bonds at attractive prices or value municipal

bonds.

The Fund may invest in trust certificates issued in tender option bond

programs. In these programs, a trust typically issues two classes of

certificates and uses the proceeds to purchase municipal securities

having relatively long maturities and bearing interest at a fixed interest

rate substantially higher than prevailing short-term tax-exempt rates.

There is a risk that the Fund will not be considered the owner of a

The Fund may invest in revenue bonds, which are typically issued to

fund a wide variety of capital projects including electric, gas, water and

sewer systems; highways, bridges and tunnels; port and airport facilities;

colleges and universities; and hospitals. Because the principal security

for a revenue bond is generally the net revenues derived from a

particular facility or group of facilities or, in some cases, from the

proceeds of a special excise or other specific revenue source or annual

revenues, there is no guarantee that the particular project will generate

enough revenue to pay its obligations, in which case the Fund’s

performance may be adversely affected.

The Fund may invest in participations in lease obligations or installment

purchase contract obligations of municipal authorities or entities.

Although a municipal lease obligation does not constitute a general

obligation of the municipality for which the municipality's taxing power

is pledged, a municipal lease obligation is ordinarily backed by the

municipality's covenant to budget for, appropriate and make the

payments due under the municipal lease obligation. However, certain

municipal lease obligations contain “non-appropriation” clauses, which

provide that the municipality has no obligation to make lease or

installment purchase payments in future years unless money is

appropriated for such purpose on a yearly basis. In the case of a

“non-appropriation” lease, the Fund's ability to recover under the lease

in the event of non-appropriation or default will be limited solely to the

repossession of the leased property, without recourse to the general

credit of the lessee, and the disposition or re-leasing of the property

might prove difficult.

Interest Rate Risk

The value of municipal securities, similar to other fixed income

securities, will likely drop as interest rates rise in the general market.

Conversely, when rates decline, bond prices generally rise.

The risk that a borrower may be unable to make interest or principal

payments when they are due. Funds that invest in municipal securities

rely on the ability of the issuer to service its debt. This subjects the Fund

to credit risk in that the municipal issuer may be fiscally unstable or

exposed to large liabilities that could impair its ability to honor its

financial obligations. Municipal issuers with significant debt service

requirements, in the near-to mid-term; unrated issuers and those with

less capital and liquidity to absorb additional expenses may be most at

risk. To the extent the Fund invests in lower quality or high yield

municipal securities, it may be more sensitive to the adverse credit

events in the municipal market. The treatment of municipalities in

bankruptcy is more uncertain, and potentially more adverse to debt

holders, than for corporate issues.

The risk that investors may have difficulty finding a buyer when they

seek to sell, and therefore, may be forced to sell at a discount to the

market value. Liquidity may sometimes be impaired in the municipal

market and because the Fund primarily invests in municipal securities, it

may find it difficult to purchase or sell such securities at opportune

times. The municipal securities market can be susceptible to increases in

volatility and decreases in liquidity. Liquidity can decline unpredictably

in response to a variety of factors, including overall economic conditions

or credit tightening. Increases in volatility and decreases in liquidity also

may be caused by a rise in interest rates (or the expectation of a rise in

interest rates). Liquidity can be impaired due to interest rate concerns,

credit events, or general supply and demand imbalances. Depending on

the particular issuer and current economic conditions, municipal

securities could be deemed more volatile investments.

In addition to general municipal market risks, different municipal sectors

may face different risks. For instance, general obligation bonds are

secured by the full faith, credit, and taxing power of the municipality

issuing the obligation. As such, timely payment depends on the

municipality's ability to raise tax revenue and maintain a fiscally sound

budget. The timely payments may also be influenced by any unfunded

pension liabilities or other post-employee benefit plan liabilities.

Revenue bonds are secured by special tax revenues or other revenue

sources. If the specified revenues do not materialize, then the bonds

may not be repaid.

Private activity bonds are yet another type of municipal security.

Municipalities use private activity bonds to finance the development of

industrial facilities for use by private enterprise. Principal and interest

payments are to be made by the private enterprise benefiting from the

development, which means that the holder of the bond is exposed to

the risk that the private issuer may default on the bond.

In addition, a significant restructuring of federal income tax rates or

even serious discussion on the topic in Congress could cause municipal

bond prices to fall. The demand for municipal securities is strongly

influenced by the value of tax-exempt income to investors relative to

taxable income. Lower income tax rates potentially reduce the

advantage of owning municipal securities.

Similarly, changes to state or federal regulation tied to a specific sector,

such as the hospital sector, could have an impact on the revenue stream

for a given subset of the market.

Municipal notes are similar to general municipal debt obligations, but

they generally possess shorter terms. Municipal notes can be used to

provide interim financing and may not be repaid if anticipated revenues

are not realized.

High yield securities structured as zero-coupon bonds or pay-in-kind

securities tend to be especially volatile as they are particularly sensitive

to downward pricing pressures from rising interest rates or widening

spreads and may require the Fund to make taxable distributions of

imputed income without receiving the actual cash currency. Issuers of

high yield securities may have the right to “call” or redeem the issue

PIMCO Flexible Emerging Markets

and

Income Fund

prior to maturity, which may result in the Fund having to reinvest the

proceeds in other high yield securities or similar instruments that may

pay lower interest rates. The Fund may also be subject to greater levels

of liquidity risk than funds that do not invest in high yield securities.

Consequently, transactions in high yield securities may involve greater

costs than transactions in more actively traded securities. A lack of

publicly

available information, irregular trading activity and wide bid/ask

spreads among other factors, may, in certain circumstances, make high

yield debt more difficult to sell at an advantageous time or price than

other types of securities or instruments. These factors may result in the

Fund being unable to realize full value for these securities and/or may

result in the Fund not receiving the proceeds from a sale of a high yield

security for an extended period after such sale, each of which could

result in losses to the Fund. Because of the risks involved in investing in

high yield securities, an investment in the Fund should be considered

speculative.

Investments in the securities of financially distressed issuers involve

substantial risks, including the risk of default. Distressed securities

generally trade significantly below “par” or full value because

investments in such securities and debt of distressed issuers or issuers in

default are considered speculative and involve substantial risks in

addition to the risks of investing in high-yield bonds. Such investments

may be in default at the time of investment. In addition, these securities

may fluctuate more in price, and are typically less liquid. The Fund also

will be subject to significant uncertainty as to when, and in what

manner, and for what value obligations evidenced by securities of

financially distressed issuers will eventually be satisfied. Defaulted

obligations might be repaid only after lengthy workout or bankruptcy

proceedings, during which the issuer might not make any interest or

other payments. In any such proceeding relating to a defaulted

obligation, the Fund may lose its entire investment or may be required

to accept cash or securities with a value substantially less than its

original investment. Moreover, any securities received by the Fund upon

completion of a workout or bankruptcy proceeding may be less liquid,

speculative or restricted as to resale. Similarly, if the Fund participates in

negotiations with respect to any exchange offer or plan of

reorganization with respect to the securities of a distressed issuer, the

Fund may be restricted from disposing of such securities. To the extent

that the Fund becomes involved in such proceedings, the Fund may

have a more active participation in the affairs of the issuer than that

assumed generally by an investor. The Fund may incur additional

expenses to the extent it is required to seek recovery upon a default in

the payment of principal or interest on its portfolio holdings.

Also among the risks inherent in investments in a troubled issuer is that

it frequently may be difficult to obtain information as to the true

financial condition of such issuer. PIMCO’s judgments about the credit

quality of a financially distressed issuer and the relative value of its

securities may prove to be wrong.

Loans and Other Indebtedness; Loan Acquisitions,

Participations and Assignments Risk

During periods of deteriorating economic conditions, such as recessions

or periods of rising unemployment, or changing interest rates (notably

increases), delinquencies and losses generally increase, sometimes

dramatically, with respect to obligations under such loans. An economic

downturn or individual corporate developments could adversely affect

the market for these instruments and reduce the Fund’s ability to sell

these instruments at an advantageous time or price. An economic

downturn could also lead to a higher non-payment rate and, a loan may

lose significant market value before a default occurs.

The Fund may obtain exposure to loans made to private investment

vehicles, including private funds that are not registered under the 1940

Act. Such loans may be for various purposes, including but not limited

to, subscription line or “sub-line” credit facilities secured by the uncalled

PIMCO Flexible Emerging Markets

and

Income Fund

Delayed draw and delayed funding loans and revolving credit facilities

may be subject to restrictions on transfer, and only limited opportunities

may exist to resell such instruments. As a result, the Fund may be unable

to sell such investments at an opportune time or may have to resell

them at less than fair market value. Further, the Fund may need to hold

liquid assets in order to provide funding for these types of

commitments, meaning the Fund may not be able to invest in other

attractive investments, or the Fund may need to liquidate existing assets

in order to provide such funding.

More generally, sales of the Fund's

portfolio holdings may result in short-term capital gains (which are

generally taxed to shareholders at ordinary income tax rates when

distributed net of short-term capital losses and net of long-term capital

losses), potentially subjecting shareholders of the Fund to adverse tax

consequences.

The Fund may invest in loans used to finance the cost of construction,

acquisition, development, and/ or rehabilitation of a property including,

but not limited to, development of single-family for-sale homes,

multi-family rentals and/or commercial facilities. Such construction

lending may expose the Fund to increased risk of non-payment and loss

because the loan is not backed by a finished project. Such risk may

depend on the nature of the construction and the relevant counterparty

or counterparties, which may include, but not be limited to,

homebuilders, private developers and/or entities with limited capital.

Repayment of these types of loans may depend on the borrower’s ability

to secure permanent “take-out” financing, which requires the successful

completion of the project, or operation of the property with an income

stream sufficient to meet operating and loan expenses. In addition,

these types of loans are subject to the risk of errors in estimations of the

property’s value at completion of construction and the estimated cost of

construction, as well as the risk that the projects may not be completed

and have limited liquidity.

principal and interest payments and may be more volatile than other

types of securities. The Fund may also be subject to greater levels of

liquidity risk than funds that do not invest in loans. In addition, the loans

in which the Fund invests may not be listed on any exchange and a

secondary market for such loans may be comparatively illiquid relative

to markets for other more liquid fixed income securities. Consequently,

transactions in loans may involve greater costs than transactions in

more actively traded securities. In connection with certain loan

transactions, transaction costs that are borne by the Fund may include

the expenses of third parties that are retained to assist with reviewing

and conducting diligence, negotiating, structuring and servicing a loan

transaction, and/or providing other services in connection therewith.

Furthermore, the Fund may incur such costs in connection with loan

transactions that are pursued by the Fund but not ultimately

consummated (so-called “broken deal costs”).

The Fund’s investments in subordinated and unsecured loans generally

are subject to similar risks as those associated with investments in

secured loans. Subordinated or unsecured loans are lower in priority of

payment to secured loans and are subject to the additional risk that the

cash flow of the borrower and property securing the loan or debt, if any,

may be insufficient to meet scheduled payments after giving effect to

the senior secured obligations of the borrower. This risk is generally

higher for subordinated unsecured loans or debt, which are not backed

by a security interest in any specific collateral. Subordinated and

unsecured loans generally have greater price volatility than secured

loans and may be less liquid. There is also a possibility that originators

will not be able to sell participations in subordinated or unsecured

loans, which would create greater credit risk exposure for the holders of

such loans. Subordinate and unsecured loans share the same risks as

other below investment grade securities.

There may be less readily available information about most loans and

the underlying borrowers than is the case for many other types of

securities. Loans may be issued by borrowers that are not subject to SEC

reporting requirements and therefore may not be required to file reports

with the SEC or may file reports that are not required to comply with

SEC form requirements. In addition, such borrowers may be subject to a

less stringent liability disclosure regime than companies subject to SEC

reporting requirements. Loans may not be considered “securities,” and

purchasers, such as the Fund, therefore may not be entitled to rely on

the anti-fraud protections of the federal securities laws. Because there is

limited public information available regarding loan investments, the

Fund is particularly dependent on the analytical abilities of the Fund’s

Investment Manager

.

Economic exposure to loan interests through the use of derivative

transactions may involve greater risks than if the Fund had invested in

the loan interest directly during a primary distribution, through direct

originations or through assignments of, novations of or participations in

a loan acquired in secondary markets since, in addition to the risks

described above, certain derivative transactions may be subject to

leverage risk and greater illiquidity risk, counterparty risk, valuation risk

and other risks.

The Fund may originate loans, including, without limitation, residential

and/or commercial real estate or mortgage-related loans, consumer

loans or other types of loans, which may be in the form of, and without

limitation as to a loan’s level of seniority within a capital structure,

whole loans, assignments, participations, secured and unsecured notes,

senior and second lien loans, mezzanine loans, bridge loans or similar

investments. The Fund may originate loans to corporations and/or other

legal entities and individuals, including foreign (non-U.S.) and emerging

market entities and individuals. Loans may carry significant credit risks

(for example, a borrower may not have a credit rating or score or may

have a rating or score that indicates significant credit risk). This may

include loans to public or private firms or individuals, such as in

connection with housing development projects. The loans the Fund

invests in or originates may vary in maturity and/or duration. The Fund is

not limited in the amount, size or type of loans it may invest in and/or

originate, including with respect to a single borrower or with respect to

borrowers that are determined to be below investment grade, other

than pursuant to any applicable law. The Fund's investment in or

origination of loans may also be limited by the requirements the Fund

intends to observe under Subchapter M of the Code in order to qualify

as a RIC. The Fund may subsequently offer such investments for sale to

third parties; provided, that there is no assurance that the Fund will

complete the sale of such an investment. If the Fund is unable to sell,

assign or successfully close transactions for the loans that it originates,

the Fund will be forced to hold its interest in such loans for an

indeterminate period of time. This could result in the Fund's investments

having high exposure to certain borrowers. The Fund will be responsible

for the expenses associated with originating a loan (whether or not

consummated). This may include significant legal and due diligence

expenses, which will be indirectly borne by the Fund and Common

Shareholders.

Bridge loans are generally made with the expectation that the borrower

will be able to obtain permanent financing in the near future. Any delay

in obtaining permanent financing subjects the bridge loan investor to

increased risk. A borrower's use of bridge loans also involves the risk

Loan origination and servicing companies are routinely involved in legal

proceedings concerning matters that arise in the ordinary course of their

business. In addition, a number of participants in the loan origination

and servicing industry (including control persons of industry

participants) have been the subject of regulatory actions by state

regulators, including state attorneys general, and by the federal

government. Governmental investigations, examinations or regulatory

actions, or private lawsuits, including purported class action lawsuits,

may adversely affect such companies' financial results. To the extent the

Fund engages in origination and/or servicing directly, or has a financial

interest in, or is otherwise affiliated with, an origination or servicing

company, the Fund will be subject to enhanced risks of litigation,

regulatory actions and other proceedings. As a result, the Fund may be

required to pay legal fees, settlement costs, damages, penalties or other

charges, any or all of which could materially adversely affect the Fund

and its holdings.

The Fund’s exposure to loans to foreign entities and individuals may be

subject to withholding and other foreign taxes, which may adversely

affect the net return on such investments. In addition, fluctuations in

foreign currency exchange rates and exchange controls may adversely

affect the market value of the Fund’s exposure to loans to foreign

entities and individuals. The Fund is unlikely to be able to pass through

to its shareholders foreign income tax credits in respect of any foreign

income taxes it pays.

PIMCO Flexible Emerging Markets

and

Income Fund

Privacy and Data Security Risk

The Gramm-Leach-Bliley Act (“GLBA”) and other laws limit the

disclosure of certain non-public personal information about a consumer

to non-affiliated third parties and require financial institutions to

disclose certain privacy policies and practices with respect to

information sharing with both affiliates and non-affiliated third parties.

Many states and a number of non-U.S. jurisdictions have enacted

privacy and data security laws requiring safeguards on the privacy and

security of consumers’ personally identifiable information. Other laws

deal with obligations to safeguard and dispose of private information in

a manner designed to avoid its dissemination. Privacy rules adopted by

the U.S. Federal Trade Commission and SEC implement the GLBA and

other requirements and govern the disclosure of consumer financial

information by certain financial institutions, ranging from banks to

private investment funds. U.S. platforms following certain models

generally are required to have privacy policies that conform to these

GLBA and other requirements. In addition, such platforms typically have

policies and procedures intended to maintain platform participants’

personal information securely and dispose of it properly.

The Alt Lending ABS in which the Fund may invest are typically not listed

on any securities exchange and not registered under the Securities Act.

In addition, the Fund anticipates that these instruments may only be

sold to a limited number of investors and may have a limited or

non-existent secondary market. Accordingly, the Fund currently expects

that certain of the investments it may make in Alt Lending ABS will face

heightened levels of liquidity risk. Although currently there is generally

no reliable, active secondary market for certain Alt Lending ABS, a

secondary market for these Alt Lending ABS may develop. If the Fund

purchases Alt Lending ABS on an alternative lending platform, the Fund

will have the right to receive principal and interest payments due on

loans underlying the Alt Lending ABS only if the platform servicing the

The Fund may have limited knowledge about the underlying loans and

is dependent upon the platform for information regarding underlying

loans. Although PIMCO may conduct diligence on the platforms, the

Fund generally does not have the ability to independently verify the

information provided by the platforms, other than payment information

regarding loans underlying the Alt Lending ABS owned by the Fund,

which the Fund observes directly as payments are received. With respect

to Alt Lending ABS that the Fund purchases in the secondary market

(i.e., not directly from an alternative lending platform), the Fund may not

perform the same level of diligence on such platform or at all. The Fund

may not review the particular characteristics of the loans collateralizing

an Alt Lending ABS, but rather negotiate in advance with platforms the

general criteria of the underlying loans. As a result, the Fund is

dependent on the platforms’ ability to collect, verify and provide

information to the Fund about each loan and borrower.

The Fund relies on the borrower’s credit information, which is provided

by the platforms. However, such information may be out of date,

incomplete or inaccurate and may, therefore, not accurately reflect the

borrower’s actual creditworthiness. Platforms may not have an

obligation to update borrower information, and, therefore, the Fund

may not be aware of any impairment in a borrower’s creditworthiness

subsequent to the making of a particular loan. The platforms’ credit

decisions and scoring models may be based on algorithms that could

potentially contain programming or other errors or prove to be

ineffective or otherwise flawed. This could adversely affect loan pricing

data and approval processes and could cause loans to be mispriced or

misclassified, which could ultimately have a negative impact on the

Fund’s performance.

In addition, the underlying loans, in some cases, may be affected by the

success of the platforms through which they are facilitated. Therefore,

disruptions in the businesses of such platforms may also negatively

impact the value of the Fund’s investments. In addition, disruption in the

business of a platform could limit or eliminate the ability of the Fund to

invest in loans originated by that platform, and therefore the Fund could

lose some or all of the benefit of its diligence effort with respect to that

platform.

Platforms are for-profit businesses that, as a general matter, generate

revenue by collecting fees on funded loans from borrowers and by

assessing a loan servicing fee on investors, which may be a fixed annual

amount or a percentage of the loan or amounts collected. This business

could be disrupted in multiple ways; for example, a platform could file

for bankruptcy or a platform might suffer reputational harm from

Platforms may also be forced to defend legal action taken by regulators

or governmental bodies. Alternative lending is a newer industry

operating in an evolving legal environment. Platforms may be subject to

risk of litigation alleging violations of law and/or regulations, including,

for example, consumer protection laws, whether in the U.S. or in foreign

jurisdictions. Platforms may be unsuccessful in defending against such

lawsuits or other actions and, in addition to the costs incurred in

fighting any such actions, platforms may be required to pay money in

connection with the judgments, settlements or fines or may be forced to

modify the terms of its borrower loans, which could cause the platform

to realize a loss or receive a lower return on a loan than originally

anticipated. Platforms may also be parties to litigation or other legal

action in an attempt to protect or enforce their rights or those of

affiliates, including intellectual property rights, and may incur similar

costs in connection with any such efforts.

The Fund’s investments in Alt Lending ABS may expose the Fund to the

credit risk of the issuer. Generally, such instruments are unsecured

obligations of the issuer; an issuer that becomes subject to bankruptcy

proceedings may be unable to make full and timely payments on its

obligations to the Fund, even if the payments on the underlying loan or

loans continue to be made timely and in full. In addition, when the Fund

owns Alt Lending ABS, the Fund and its custodian generally do not have

a contractual relationship with, or personally identifiable information

regarding, individual borrowers, so the Fund will not be able to enforce

underlying loans directly against borrowers and may not be able to

appoint an alternative servicing agent in the event that a platform or

third-party servicer, as applicable, ceases to service the underlying loans.

Therefore, the Fund is more dependent on the platform for servicing

than if the Fund had owned whole loans through the platform. Where

such interests are secured, the Fund relies on the platform to perfect the

Fund’s security interest. In addition, there may be a delay between the

time the Fund commits to purchase an instrument issued by a platform,

its affiliate or a special purpose entity sponsored by the platform or its

affiliate and the issuance of such instrument and, during such delay, the

funds committed to such an investment will not earn interest on the

investment nor will they be available for investment in other alternative

lending-related instruments, which will reduce the effective rate of

return on the investment. The Fund’s investments in Alt Lending ABS

may be illiquid.

be sold or disposed of in current market conditions in seven calendar

days or less without the sale or disposition significantly changing the

market value of the investment. Illiquid investments may become harder

to value, especially in changing markets. The Fund’s investments in

illiquid investments may reduce the returns of the Fund because it may

be unable to sell the illiquid investments at an advantageous time or

price or possibly require the Fund to dispose of other investments at

unfavorable times or prices in order to satisfy its obligations, which

could prevent the Fund from taking advantage of other investment

opportunities. Illiquidity can be caused by, among other things, a drop in

overall market trading volume, an inability to find a willing buyer, or

legal restrictions on the securities’ resale

, capital controls, delays or

limits on repatriation of local currency, or insolvency of local

governments

. Additionally, the market for certain investments may

become illiquid under adverse market or economic conditions

independent of any specific adverse changes in the conditions of a

particular issuer,

changes in interest rates,

elevated

volatility,

market or

geopolitical disruptions,

economic uncertainty

or public health crises

.

There can be no assurance that an investment that is deemed to be

liquid when purchased will continue to be liquid while it is held by the

Fund and/or when the Fund wishes to dispose of it. Bond markets have

consistently grown over

time

while the capacity for traditional dealer

counterparties to engage in fixed income trading has not kept pace

with

the growth of bond markets and may remain constrained

. As a result,

dealer inventories of corporate bonds, which provide a core indication of

the ability of financial intermediaries to “make markets,”

remain limited

relative to the size of the market

. Because market makers seek to

provide stability to a market through their intermediary services, the

significant reduction in dealer inventories could potentially lead to

decreased liquidity and increased volatility in the fixed income markets

,

especially

during periods of economic uncertainty

or market stress

. In

such cases, the Fund, due to

the difficulty in purchasing and selling such

securities or instruments, may be unable to achieve its desired level of

exposure to a certain sector. To the extent that the Fund’s principal

investment strategies involve securities of companies with smaller

market capitalizations, foreign (non-U.S.) securities, Rule 144A

securities, illiquid sectors of fixed income securities, derivatives or

securities with substantial market and/or credit risk, the Fund will tend

to have the greatest exposure to liquidity risk.

Further, fixed income securities with longer durations until maturity face

heightened levels of liquidity risk as compared to fixed income securities

with shorter durations until maturity. The risks associated with illiquid

instruments may be particularly acute in situations in which the Fund’s

operations require cash (such as in connection with repurchase offers)

and could result in the Fund borrowing to meet its short-term needs or

incurring losses on the sale of illiquid instruments. It may also be the

case that other market participants may be attempting to liquidate fixed

income holdings at the same time as the Fund, causing increased supply

in the market and contributing to liquidity risk and downward pricing

pressure.

To the extent the Fund invests in Alt Lending ABS, the Alt Lending ABS in

which the Fund invests are typically not listed on any securities

exchange and not registered under the Securities Act. In addition, the

PIMCO Flexible Emerging Markets

and

Income Fund

Liquidity risk also refers to the risk that the Fund may be required to

hold additional cash or sell other investments in order to obtain cash to

close out derivatives or meet the liquidity demands that derivatives can

create to make payments of margin, collateral, or settlement payments

to counterparties. The Fund may have to sell a security at a

disadvantageous time or price to meet such obligations. The action(s) of

governments and regulators may have the effect of reducing market

liquidity, market resiliency and money supply.

Covenant-lite obligations contain fewer maintenance covenants than

other obligations, or no maintenance covenants, and may not include

terms that allow the lender to monitor the performance of the borrower

and declare a default if certain criteria are breached, which would allow

the lender to restructure the loan or take other action intended to help

mitigate losses. Covenant-lite loans carry a risk that the borrower could

transfer or encumber its assets, which could reduce the amount of

assets that can be used to satisfy debts and result in losses for

debtholders. Covenant-lite loans may carry more risk than traditional

loans as they allow individuals and corporations to engage in activities

that would otherwise be difficult or impossible under a covenant-heavy

loan agreement. In the event of default, covenant-lite loans may exhibit

diminished recovery values as the lender may not have the opportunity

to negotiate with the borrower prior to default.

which prepayments or redemptions occur can affect the return on

investment of these securities

. If an issuer calls a security in which the

Fund has invested, the Fund may not recoup the full amount of its initial

investment or may not realize the full anticipated earnings from the

investment and may be forced to reinvest in lower-yielding securities,

securities with greater credit risks or securities with other, less favorable

features.

To the extent that the Fund invests directly or indirectly in real estate

investments, including investments in equity or debt securities issued by

private and public REITs, real estate operating companies (“REOCs”),

private or public real estate-related loans and real estate-linked

derivative instruments and pooled investment vehicles (including

registered investment companies and private funds or other pooled

investment vehicles that would qualify as “investment companies”

under the 1940 Act but for an applicable exemption or exclusion) that

invest in real estate companies, it will be subject to the risks associated

with owning real estate and with the real estate industry generally.

These investments carry increased risks, which include, but are not

limited to: the burdens of ownership of real property; general and local

economic conditions (such as an oversupply of space or a reduction in

demand for space); fluctuations in the supply and demand for properties

(including competition based on rental rates); energy and supply

shortages; fluctuations in average occupancy and room rates; the

attractiveness, type and location of the properties and changes in the

relative popularity of commercial properties as an investment; the

financial condition and resources of tenants, buyers and sellers of

properties; increased mortgage defaults; the quality of maintenance,

insurance and management services; changes in the availability of debt

financing which may render the sale or refinancing of properties difficult

or impracticable; changes in building, environmental and other laws

and/or regulations (including those governing usage and

improvements), fiscal policies and zoning laws; changes in real property

tax rates; changes in interest rates and the availability of mortgage

funds which may render the sale or refinancing of properties difficult or

impracticable; changes in operating costs and expenses; energy and

supply shortages; uninsured losses or delays from casualties or

condemnation; negative developments in the economy that depress

travel or leasing activity; environmental liabilities; contingent liabilities

on disposition of assets; uninsured or uninsurable casualties; acts of

God, including earthquakes, hurricanes and other natural disasters;

social unrest and civil disturbances, epidemics, pandemics or other

public crises; terrorist attacks and war; risks and operating problems

arising out of the presence of certain construction materials, structural

or property level latent defects, work stoppages, shortages of labor,

strikes, union relations and contracts, fluctuating prices and supply of

labor and/or other labor-related factor; and other factors which are

beyond the control of PIMCO and its affiliates. In addition, the Fund’s

investments will be subject to various risks which could cause

fluctuations in occupancy, rental rates, operating income and expenses

or which could render the sale or financing of its properties difficult or

unattractive. For example, following the termination or expiration of a

Ultimately, to the extent it is not possible to renew leases or re-let space

as leases expire, decreased cash flow from tenants will result, which

could adversely impact the Fund’s operating results.

The total returns available from investments in real estate generally

depend on the amount of income and capital appreciation generated by

the related properties. The performance of real estate, and thereby the

Fund, will be reduced by any related expenses, such as expenses paid

directly at the property level and other expenses that are capitalized or

otherwise embedded into the cost basis of the real estate.

Separately, certain service providers to the Fund and/or its subsidiaries,

as applicable, with respect to its real estate or real estate-related

investments may be owned by, employed by, or otherwise related to,

PIMCO, Allianz SE, their affiliates and/or their respective employees,

consultants and other personnel. PIMCO may, in its sole discretion,

determine to provide, or engage or recommend an affiliate of PIMCO to

provide, certain services to the Fund, instead of engaging or

recommending one or more third parties to provide such services.

Subject to the governance requirements of a particular fund and

applicable law, PIMCO or its affiliates, as applicable, will receive

compensation in connection with the provision of such services. As a

result, PIMCO faces a conflict of interest when selecting or

recommending service providers for the Fund. Fees paid to an affiliated

service provider will be determined in PIMCO's commercially reasonable

discretion. Although PIMCO has adopted various policies and

procedures intended to mitigate or otherwise manage conflicts of

Certain U.S. government securities, such as U.S. Treasury bills, notes and

bonds, and mortgage-related securities guaranteed by the Government

National Mortgage Association (“GNMA”), are supported by the full

faith and credit of the United States; others, such as those of Federal

Home Loan Banks (“FHLBs”) or the Federal Home Loan Mortgage

Corporation (“FHLMC”), are supported by the right of the issuer to

borrow from the U.S. Treasury; others, such as those of the Federal

National Mortgage Association (“FNMA”), are supported by the

discretionary authority of the U.S. government to purchase the agency’s

obligations; and still others are supported only by the credit of the

agency, instrumentality or corporation. U.S. government securities are

subject to market risk, interest rate risk and credit risk. Although

legislation has been enacted to support certain government sponsored

entities, including the FHLBs, FHLMC and FNMA, there is no assurance

that the obligations of such entities will be satisfied in full, or that such

obligations will not decrease in value or default. It is difficult, if not

impossible, to predict the future political, regulatory or economic

changes that could impact the government sponsored entities and the

values of their related securities or obligations. In addition, certain

governmental entities, including FNMA and FHLMC, have been subject

to regulatory scrutiny regarding their accounting policies and practices

and other concerns that may result in legislation, changes in regulatory

oversight and/or other consequences that could adversely affect the

credit quality, availability or investment character of securities issued by

these entities.

Yields available from U.S. government debt securities are generally

lower than the yields available from such other securities. The values of

U.S. government securities change as interest rates fluctuate.

Periodically, uncertainty regarding the status of negotiations in the

U.S. government to increase the statutory debt ceiling could increase the

risk that the U.S. government may default on payments on certain

U.S. government securities, cause the credit rating of the

U.S. government to be downgraded, increase volatility in the stock and

bond markets, result in higher interest rates, reduce prices of

U.S. Treasury and other securities, and/or increase the costs of various

kinds of debt. If a government-sponsored entity is negatively impacted

by legislative or regulatory action (or lack thereof), is unable to meet its

obligations, or its creditworthiness declines, the performance of a fund

that holds securities of the entity will be adversely impacted.

Convertible securities are fixed income securities, preferred securities or

other securities that are convertible into or exercisable for common

stock of the issuer (or cash or securities of equivalent value) at either a

stated price or a stated rate. Convertible debt securities pay interest and

convertible preferred stocks pay dividends until they mature or are

converted, exchanged or redeemed. The market values of convertible

PIMCO Flexible Emerging Markets

and

Income Fund

Certain securities in which the Fund invests may be less liquid and more

difficult to value than other types of securities. Investments for which

market quotations are not readily available are valued at fair value as

determined in good faith pursuant to Rule 2a-5 under the 1940 Act. Fair

value pricing may require subjective determinations about the value of a

The Fund’s use of leverage, if any, creates the opportunity for increased

Common Share net income, but also creates special risks for Common

Shareholders (including an increased risk of loss). To the extent used,

there is no assurance that the Fund’s leveraging strategies will be

successful. Leverage is a speculative technique that may expose the

Fund to greater risk and increased costs. The Fund’s assets attributable

to leverage, if any, will be invested in accordance with the Fund’s

investment objective and policies. Interest expense payable by the Fund

with respect to derivatives and other forms of leverage, and dividends

payable with respect to preferred shares outstanding, if any, will

generally be based on shorter-term interest rates that would be

periodically reset. So long as the Fund’s portfolio investments provide a

higher rate of return (net of applicable Fund expenses) than the interest

expenses and other costs to the Fund of such leverage, the investment

of the proceeds thereof will generate more income than will be needed

to pay the costs of the leverage. If so, and all other things being equal,

the excess may be used to pay higher dividends to Common

Shareholders than if the Fund were not so leveraged. There can be no

assurance these circumstances will occur. If, however, shorter-term

interest rates rise relative to the rate of return on the Fund’s portfolio,

the interest and other costs to the Fund of leverage could exceed the

rate of return on the debt obligations and other investments held by the

Fund, thereby reducing return to Common Shareholders. When the Fund

reduces or discontinues its use of leverage (“deleveraging”), it may be

required to sell portfolio securities at inopportune times to repay

leverage obligations, which could result in realized losses and a

decrease in the Fund's net asset value. Deleveraging involves complex

operational processes, including the coordination of asset sales,

repayment of debt, and potential restructuring of the Fund's capital and

may involve significant costs, including transaction costs associated with

the sale of portfolio securities, prepayment penalties on borrowed

funds, and, if applicable, fees related to the redemption of preferred

shares. Leveraging transactions pursued by the Fund may increase its

duration and sensitivity to interest rate changes and other market risks.

The Fund may continue to use leverage even if available financing rates

are higher than anticipated returns, including, for example, in cases

where deleveraging, including any expenses related thereto, might be

viewed as detrimental to the Fund’s portfolio. In addition, fees and

expenses of any form of leverage used by the Fund will be borne entirely

by the Common Shareholders (and not by preferred shareholders, if any)

and will reduce the investment return of the Common Shares. Therefore,

there can be no assurance that the Fund’s use of leverage will result in a

higher yield on the Common Shares, and it may result in losses. In

Reverse repurchase agreements involve the risks that the interest

income earned on the investment of the proceeds will be less than the

interest expense and Fund expenses associated with the repurchase

agreement, that the market value of the securities sold by the Fund may

decline below the price at which the Fund is obligated to repurchase

such securities and that the securities may not be returned to the Fund.

There is no assurance that reverse repurchase agreements can be

successfully employed. Dollar roll/buyback transactions involve the risk

that the market value of the securities the Fund is required to purchase

may decline below the agreed upon repurchase price of those securities.

Successful use of dollar rolls/buybacks may depend upon the Investment

Manager’s ability to correctly predict interest rates and prepayments.

There is no assurance that dollar rolls/buybacks can be successfully

employed. In connection with reverse repurchase agreements and dollar

rolls/buybacks, the Fund will also be subject to counterparty risk with

respect to the purchaser of the securities. If the broker/dealer to whom

the Fund sells securities becomes insolvent, the Fund’s right to purchase

or repurchase securities may be restricted.

The Fund may engage in total return swaps, reverse repurchases, loans

of portfolio securities, short sales and when-issued, delayed delivery and

forward commitment transactions, credit default swaps, basis swaps

and other swap agreements, purchases or sales of futures and forward

contracts (including foreign currency exchange contracts), call and put

options or other derivatives. The Fund’s use of such transactions gives

rise to associated leverage risks described above, and may adversely

affect the Fund’s income, distributions and total returns to Common

Shareholders. To the extent that any offsetting positions do not behave

in relation to one another as expected, the Fund may perform as if it is

leveraged through use of these derivative strategies.

Any total return swaps, reverse repurchases, loans of portfolio securities,

short sales and when-issued, delayed delivery and forward commitment

transactions, credit default swaps, basis swaps and other swap

agreements, purchases or sales of futures and forward contracts

(including foreign currency exchange contracts), call and put options or

Because the fees received by the Investment Manager may increase

depending on the types of leverage utilized by the Fund, the Investment

Manager has a financial incentive for the Fund to use certain forms of

leverage, which may create a conflict of interest between the Investment

Manager, on the one hand, and the Common Shareholders, on the other

hand.

To the extent that any Subsidiary of the Fund directly incurs leverage in

the form of debt or preferred shares, the amount of such leverage used

by the Fund and such Subsidiaries will be consolidated and treated as

senior securities for purposes of complying with the 1940 Act’s

limitations on leverage by the Fund.

To the extent that the Fund focuses its investments in a particular sector,

it may be susceptible to loss due to adverse developments affecting that

sector, including (but not limited to): governmental regulation; inflation;

rising interest rates; cost increases in raw materials, fuel and other

operating expenses; technological innovations that may render existing

products and equipment obsolete; competition from new entrants; high

research and development costs; increased costs associated with

compliance with environmental or other governmental regulations; and

other economic, business or political developments specific to that

sector. Furthermore, the Fund may invest a substantial portion of its

assets in companies in related sectors that may share common

characteristics, are often subject to similar business risks and regulatory

burdens, and whose securities may react similarly to the types of

developments described above, which will subject the Fund to greater

risk. The Fund also will be subject to focused investment risk to the

extent that it invests a substantial portion of its assets in a particular

issuer, market, asset class, country or geographic region.

Equity securities represent an ownership interest, or the right to acquire

an ownership interest, in an issuer. Equity securities also include, among

other things, common stocks, preferred securities, convertible stocks and

warrants. The values of equity securities, such as common stocks and

preferred securities, may decline due to general market conditions that

are not specifically related to a particular company, such as real or

perceived adverse economic conditions, changes in the general outlook

for corporate earnings, changes in inflation, interest or currency rates,

financial system instability or adverse investor sentiment generally. They

may also decline due to factors that affect a particular industry or

industries, such as regulatory changes, labor shortages or increased

production costs and competitive conditions within an

industry.Conversely, a change in financial condition or other event

affecting a single issuer or industry may adversely impact securities

markets as a whole. Equity securities generally have greater price

volatility than most fixed income securities. These risks are generally

magnified in the case of equity investments in distressed companies.

PIMCO Flexible Emerging Markets

and

Income Fund

Other Pooled Investment Vehicles Risk

Subject to applicable limits under the 1940 Act, the Fund may invest in

other pooled investment vehicles, including investment companies,

private funds or other pooled investment vehicles that would qualify as

“investment companies” under the 1940 Act but for an applicable

exemption or exclusion, including but not limited to Sections 3(c)(1) or

3(c)(7) of the 1940 Act (“Private Funds”). When investing in an

investment company, the Fund will generally bear its ratable share of

that investment company's expenses and would remain subject to

payment of the Fund's investment management fees and other

expenses with respect to assets so invested. Common Shareholders

would therefore be subject to duplicative expenses to the extent the

Fund invests in other investment companies. In addition, other

investment companies may utilize leverage, in which case an investment

would subject the Fund to additional risks associated with leverage. Due

to its own financial interest or other business considerations, the

Investment Manager may choose to invest a portion of the Fund’s assets

in investment companies sponsored or managed by the Investment

Manager or its related parties in lieu of investments by the Fund directly

in portfolio securities, or may choose to invest in such investment

companies over investment companies sponsored or managed by

others. Participation in a cash sweep program where the Fund's

uninvested cash balance is used to purchase shares of affiliated or

unaffiliated money market funds or cash management pooled

investment vehicles at the end of each day subjects the Fund to the risks

associated with the underlying money market funds or cash

management pooled investment vehicles, including liquidity risk.

Applicable law may limit the Fund’s ability to invest in other investment

companies.

To the extent the Fund invests through one or more Private Funds, the

Fund would be exposed to the risks associated with such Private Fund’s

investments. The Fund’s investments in Private Funds would not be

subject to the protections afforded to shareholders under the 1940 Act.

These protections include, among others, certain corporate governance

standards, such as the requirement of having a certain percentage of

the directors serving on a board as independent directors, statutory

protections against self-dealing by Private Fund managers, and leverage

limitations. By investing in Private Funds indirectly through the Fund, a

shareholder would bear two layers of asset-based fees and expenses –

at the Fund level and the Private Fund level – in addition to indirectly

bearing any performance fees charged by the Private Fund.

The Fund may, but is not required to, utilize a variety of derivative

instruments (both long and short positions) for investment or risk

management purposes. Additionally, the Fund may invest in futures and

other derivatives that provide equity exposures, including for

equitization and hedging purposes, using derivatives that provide

exposure that is not identical to the instruments or markets in which the

Fund seeks to invest 80% of its assets. Derivatives or other similar

instruments (referred to collectively as “derivatives”) are financial

contracts whose value depends on, or is derived from, the value of an

underlying asset, reference rate or index. For example, the Fund may use

The Fund may engage in investment strategies, including the use of

derivatives, to, among other things, generate current, distributable

income, even if such strategies could potentially result in declines in the

Fund’s net asset value. The Fund’s income and gain-generating

strategies, including certain derivatives strategies, may generate current

income and gains, including short-term capital gains, taxable as

ordinary income sufficient to support distributions, even in situations

when the Fund has experienced a decline in net assets due to, for

example, adverse changes in the broad U.S. or non-U.S. securities

markets or the Fund’s portfolio of investments, or arising from its use of

derivatives. Consequently, Fund shareholders may receive distributions

subject to tax at ordinary income rates at a time when their investment

in the Fund has declined in value, which may be economically similar to

a taxable return of capital.

from mispricing or valuation complexity (including the risk of improper

valuation),

as well as the risks associated with the underlying asset,

reference rate or index

. They also involve the risk that changes in the

value of a derivative instrument may not correlate perfectly with the

underlying asset, rate or index. By investing in a derivative instrument,

the Fund could lose more than the initial amount invested, and

derivatives may increase the volatility of the Fund, especially in unusual

or extreme market conditions. In addition, the use of derivatives may

cause the Fund’s investment returns to be impacted by the performance

of assets the Fund does not own, potentially resulting in the Fund’s total

investment exposure exceeding the value of its portfolio. Certain

derivatives have the potential for unlimited loss, regardless of the size of

the initial investment. The Fund may utilize asset segregation and

posting of collateral for risk management or other purposes. The Fund

may be required to hold additional cash or sell other investments in

order to obtain cash to close out a position and changes in the value of

a derivative may also create margin delivery or settlement payment

obligations for the Fund. Also, suitable derivative transactions may not

be available in all circumstances and there can be no assurance that the

Fund will engage in these transactions to reduce exposure to other risks

when that would be beneficial or that, if used, such strategies will be

successful. The Fund's use of derivatives may increase or accelerate the

amount of taxes payable by Common Shareholders.

Participation in the markets for derivative instruments involves

investment risks and transaction costs to which the Fund may not be

subject absent the use of these strategies. The skills needed to

successfully execute derivative strategies may be different from those

needed for other types of transactions. If the Fund incorrectly forecasts

the value and/or creditworthiness of securities, currencies, interest rates,

counterparties or other economic factors involved in a derivative

transaction, the Fund might have been in a better position if the Fund

had not entered into such derivative transaction. In evaluating the risks

and contractual obligations associated with particular derivative

instruments or other similar investments, it is important to consider that

certain derivative transactions, absent a default or termination event,

may only be modified or terminated by mutual consent of the Fund and

its counterparty.

It may not be possible for the Fund to modify, terminate, or offset the

Fund's obligations or the Fund's exposure to the risks associated with a

derivative transaction prior to its scheduled termination or maturity

date, which may create a possibility of increased volatility and/or

decreased liquidity to the Fund. Hedges are sometimes subject to

imperfect matching between the derivative and the underlying

instrument, and there can be no assurance that the Fund's hedging

Because the markets for certain derivative instruments (including

markets located in foreign countries) are relatively new and still

developing, appropriate derivative transactions may not be available in

all circumstances for risk management or other purposes. Upon the

expiration of a particular contract, the Fund may wish to retain the

Fund’s position in the derivative instrument by entering into a similar

contract but may be unable to do so if the counterparty to the original

contract is unwilling to enter into the new contract and no other

appropriate counterparty can be found. When such markets are

unavailable, the Fund will be subject to increased liquidity and

investment risk.

PIMCO Flexible Emerging Markets

and

Income Fund

Credit default swap agreements may involve greater risks than if the

Fund had invested in the reference obligation directly since, in addition

to general market risks, credit default swaps are subject to leverage risk,

illiquidity risk, counterparty risk and credit risk. A buyer generally also

will lose its investment and recover nothing should no credit event occur

and the swap is held to its termination date. If a credit event were to

occur, the value of any deliverable obligation received by the seller (if

any), coupled with the upfront or periodic payments previously received,

may be less than the full notional value it pays to the buyer, resulting in

a loss of value to the seller. When the Fund acts as a seller of a credit

default swap, it is exposed to many of the same risks of leverage

described herein. As the seller, the Fund would receive a stream of

payments over the term of the swap agreement provided that no event

of default has occurred with respect to the referenced debt obligation

upon which the swap is based. The Fund would effectively add leverage

to its portfolio because, if a default occurs, the stream of payments may

stop and, in addition to its total net assets, the Fund would be subject to

investment exposure on the notional amount of the swap.

Although the Fund may seek to realize gains by selling credit default

swaps that increase in value, to realize gains on selling credit default

swaps, an active secondary market for such instruments must exist or

the Fund must otherwise be able to close out these transactions at

advantageous times. In addition to the risk of losses described above, if

no such secondary market exists or the Fund is otherwise unable to

close out these transactions at advantageous times, selling credit

default swaps may not be profitable for the Fund.

Holders of structured products, including, structured notes, credit-linked

notes and other types of structured products, bear the risks of the

underlying investments, index or reference obligation and are subject to

counterparty risk. The Fund may have the right to receive payments only

from the structured product, and generally does not have direct rights

against the issuer or the entity that sold the assets to be securitized.