SEC letter

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM


April 4, 2025				Jessica Lees
				T +1 310 975 3319
				jessica.lees@ropesgray.com

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549-0505

Re:

PIMCO Municipal Income Fund II

Registration Statement on Form N-14

Ladies and Gentlemen:

On behalf of PIMCO Municipal Income Fund II, a Massachusetts business trust (“PML”), we are today filing via EDGAR a registration statement on Form N-14 (the “Registration Statement”). The Registration Statement relates to the proposed reorganizations of PIMCO Municipal Income Fund (“PMF”) and PIMCO Municipal Income Fund III (“PMX” and together with PMF, the “Target Funds”) with and into PML, as described in the Registration Statement.

The joint Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”) contained in the Registration Statement will be furnished to common shareholders of PML in connection with a joint special meeting of the common shareholders of PML. At the special meeting, common shareholders of PML will be asked to approve the issuance of additional common shares of PML to be issued in connection with the reorganizations. The Proxy Statement/Prospectus will be furnished for informational purposes only to shareholders of each Target Fund and preferred shareholders of PML. The holders of the RVMTP Shares (as defined in the Proxy Statement/Prospectus) of each Target Fund will be asked to consent to the applicable reorganization.

PML has claimed a filing fee offset pursuant to Rule 457(p) under the Securities Act of 1933, as amended, with respect to this filing.

Please direct any questions or comments regarding this filing to me at (310) 975-3319 or to Chelsea M. Childs at (415) 315-6374. Thank you for your attention in this matter.

Very truly yours,

/s/ Jessica Lees

Jessica Lees

cc:

Ryan G. Leshaw, Esq.

Timothy Bekkers, Esq.

Jaime Dinan, Esq.

David C. Sullivan, Esq.

Chelsea M. Childs, Esq.