UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~April 12~~June 16, 2023

PIMCO Municipal Income Fund II

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)


811-21076		01-6200496
(Commission File Number)		(IRS Employer Identification No.)

1633 Broadway, New York, NY		10019
(Address of Principal Executive Offices)		(Zip Code)

(844) 337-4626

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on ~~which~~whichregistered ~~registered~~ Common shares PML New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

~~Investment~~Effective ~~Guideline~~immediately, ~~Change~~David Hammer and Kyle Christine are primarily responsible for the day-to-day management of PIMCO Municipal Income Fund II.

~~Effective as~~Mr. ofHammer ~~the date hereof, the PIMCO Municipal Income Fund II (the “Fund”)~~ is ~~permitted to, as~~ a ~~principal~~Managing ~~investment~~Director ~~strategy, invest in~~ and~~/or~~ ~~originate~~municipal ~~loans,~~bond ~~including,~~portfolio ~~without~~manager ~~limitation, to, on behalf of, authorized by, sponsored by, and/or~~ in ~~connection~~the ~~with~~Newport aBeach ~~project for which authority and responsibility lies with one or more U~~office.S. ~~states~~He orrejoined ~~territories,~~PIMCO ~~cities~~ in a2015 ~~U.S. state or territory, or political subdivisions, agencies, authorities or instrumentalities of such states,~~from ~~territories~~Morgan ~~or cities~~Stanley, ~~which~~where ~~may~~he bewas inmanaging ~~the~~director ~~form of whole loans, assignments, participations, secured~~ and ~~unsecured~~head ~~notes,~~of ~~senior~~municipal ~~and second lien loans~~trading, ~~mezzanine~~risk ~~loans,~~management bridge loans or similar investments, including to borrowers that are unrated or have credit ratings that are determined by one or more nationally recognized statistical rating organizations (“NRSROs”) and~~/or~~ ~~Pacific Investment Management Company LLC (“PIMCO”) to be below investment grade~~research. ~~This~~Previously ~~may~~at ~~include loans to public or private firms or individuals~~PIMCO, ~~such~~he aswas ina ~~connection~~senior ~~with~~vice ~~housing~~president ~~development projects. The loans the Fund invests in or originates may vary in maturity~~ and~~/or~~ ~~duration.~~municipal ~~The~~bond ~~Fund~~portfolio ~~is not limited in the amount~~manager, ~~size or type of loans it may invest in~~ and~~/or~~ ~~originate,~~prior ~~including with respect~~ to ajoining ~~single~~PIMCO ~~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 Internal Revenue Code of 1986~~2012, ashe ~~amended~~was ~~(the “Code”), in order to qualify as a regulated investment company (“RIC”). The loans~~an ~~acquired~~executive bydirector ~~the~~and ~~Fund~~head ~~may be “Municipal Bonds” (including~~ of ~~a particular state) for purposes of~~ the ~~Fund’s~~high ~~investment~~yield ~~policies~~and ordistressed ~~may~~municipal bebond ~~loans~~trading ~~that~~group ~~produce~~at ~~income~~Morgan ~~that is subject to applicable regular income tax, subject to the Fund’s investment limits~~Stanley.

~~The~~Mr. ~~disclosure~~Christine ~~change~~is ~~will~~a beSenior Vice ~~reflected~~President and municipal bond portfolio manager in the ~~Fund~~Newport Beach office. Mr. Christine has previously served as a rotating member of PIMCO’s ~~shareholder~~Americas ~~reports~~portfolio ~~beginning~~committee. ~~with~~Prior ~~the~~to joining PIMCO in 2017, he was an institutional high ~~Fund’s~~yield ~~annual~~and ~~shareholder~~taxable ~~report~~municipal onbond ~~Form~~trader ~~N-CSR~~at ~~for~~Morgan ~~the~~Stanley. ~~12-month~~He ~~reporting~~has ~~period~~10 ~~ended~~years ~~December 31,~~of ~~2023~~investment and financial services experience and holds an undergraduate degree from Union College (NY).

Principal Risk Factors

The following is an additional principal risk factor in connection with the above-referenced investment guideline changes:

Loan Origination Risk

The Fund may invest in and/or originate loans, including, without limitation, to, on behalf of, authorized by, sponsored by, and/or in connection with a project for which authority and responsibility lies with one or more U.S. states or territories, cities in a U.S. state or territory, or political subdivisions, agencies, authorities or instrumentalities of such states, territories or cities, which may be in the form of whole loans, assignments, participations, secured and unsecured notes, senior and second lien loans, mezzanine loans, bridge loans or similar investments, including to borrowers that are unrated or have credit ratings that are determined by one or more NRSROs and/ or PIMCO to be below investment grade. 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 a 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 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 that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower’s perceived creditworthiness.

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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PIMCO Municipal Income Fund II

By:		/s/ Ryan G. Leshaw
Name:		Ryan G. Leshaw
Title:		Chief Legal Officer

Date: ~~April 12~~June 16, 2023

Filing Compare · PIMCO MUNICIPAL INCOME FUND II