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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001140361-24-021789 0000070858 XXXXXXXX LIVE 3 REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED 08/01/2025 false 0001170299 72200W882 PIMCO MUNICIPAL INCOME FUND II Bank of America Corporate Center 100 N. Tryon Street Charlotte NC 28255 Bank of America Corporation 980-825-9256 Bank of America Corporate Center 100 N. Tryon Street Charlotte NC 28255 0000070858 BANK OF AMERICA CORP /DE/ b WC Y DE 0 5110 0 5110 5110 N 69.8 HC 0001565450 Banc of America Preferred Funding Corp b WC DE 0 5110 0 5110 5110 N 69.8 CO REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED PIMCO MUNICIPAL INCOME FUND II Bank of America Corporate Center 100 N. Tryon Street Charlotte NC 28255 This Amendment No. 3 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated April 17, 2024 and filed with the SEC on April 24, 2024 (as amended to the date hereof, the "Original Schedule 13D"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the remarketable variable rate munifund term preferred shares, series 2054 (CUSIP No. 72200W882) ("RVMTP Shares") of PIMCO Municipal Income Fund II (the "Issuer"). This Amendment is being filed as a result of the reorganization of PIMCO Municipal Income Fund III ("PMX") and PIMCO Municipal Income Fund ("PMF") into the Issuer on August 1, 2025 (the "Reorganization") pursuant to which BAPFC exchanged its 1,240 RVMTP Shares of PMX (CUSIP No. 72201A889) and 1,340 RVMTP Shares of PMF (CUSIP No. 72200R883) for an equal number of RVMTP Shares of the Issuer (CUSIP No. 72200W882). Item 2(c) of the Original Schedule 13D is hereby amended by: deleting Schedule I referenced therein and replacing it with Schedule I included with this Amendment. Item 2(d) of the Original Schedule 13D is hereby amended by: deleting Schedule II referenced therein and replacing it with Schedule II included with this Amendment. Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of PMX and PMF into the Issuer, BAPFC exchanged its 1,240 RVMTP Shares of PMX (CUSIP No. 72201A889) and 1,340 RVMTP Shares of PMF (CUSIP No. 72200R883) for an equal number of RVMTP Shares of the Issuer (CUSIP No. 72200W882)." Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "In connection with the Reorganization of PMX and PMF into the Issuer, BAPFC exchanged its 1,240 RVMTP Shares of PMX (CUSIP No. 72201A889) and 1,340 RVMTP Shares of PMF (CUSIP No. 72200R883) for an equal number of RVMTP Shares of the Issuer (CUSIP No. 72200W882) pursuant to that certain Exchange Agreement dated August 1, 2025." Paragraph (a) of Item 5 of the Original Schedule 13D is hereby amended and restated to read as follow: "The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment are incorporated herein by reference". Paragraph (b) of Item 5 of the Original Schedule 13D is hereby amended and restated to read as follow: "The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment are incorporated herein by reference." Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof: "The voting and consent rights on the 2,580 RVMTP Shares acquired in connection with the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6." Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Power of Attorney 99.6 Schedule I 99.7 Schedule II 99.8 RVMTP Exchange Agreement - PML Series 2054 99.9 A&R Registration Rights Agreement - PML" BANK OF AMERICA CORP /DE/ /s/ Andres Ortiz BANK OF AMERICA CORP /DE/ 08/05/2025 Banc of America Preferred Funding Corp /s/ Andres Ortiz Banc of America Preferred Funding Corp 08/05/2025