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CORRESP

 ROPES & GRAY LLP

 PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 David C. Sullivan

 617-951-7362

617-477-7723 fax

david.sullivan@ropesgray.com

 October 21, 2019

 BY
EDGAR

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, DC
20549

 Attn: Anu Dubey

  Re:
 Preliminary Proxy Statement of Dryden Capital Fund L.P., et al. for:

PIMCO Municipal Income Fund (“PMF”) (File No. 811-10377)

PIMCO California Municipal Income Fund (“PCQ”) (File No. 811-10379)

PIMCO New York Municipal Income Fund (“PNF”) (File No. 811-10381)

PIMCO Municipal Income Fund II (“PML”) (File No. 811-21076)

PIMCO California Municipal Income Fund II (“PCK”) (File No. 811-21077)

 PIMCO New York Municipal Income Fund II (“PNI”) (File
No. 811-21078)

 PIMCO Municipal Income Fund III (“PMX”) (File No. 811-21187)

 PIMCO California Municipal Income Fund III (“PZC”) (File No. 811-21188)

 (each, a “Fund” and, collectively, the “Funds”)

   Dear Ms. Dubey:

On behalf of our clients, the Funds, we are writing to bring to the Staff’s attention what we believe are material
misstatements contained in the preliminary proxy statement filed on October 15, 2019 (the “Dryden Proxy”) by Dryden Capital Fund, LP, Dryden Capital, LLC, Dryden Capital GP, LLC, T. Matthew Buffington, Matthew C. Leavitt
(collectively, “Dryden”) and Derrick A. Clark with respect to the 2019 annual meeting of shareholders of the Funds. The Funds believe that, absent corrections to certain statements made in these proxy materials, the Dryden Proxy is
materially misleading to the Funds’ shareholders in violation of Rule 14a-9 (“Rule 14a-9”) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). These concerns are set forth below. We note that our concerns noted in items 3-8 below are substantially similar to concerns that we raised in our letter to you, dated
October 31, 2018, relating to statements included in Dryden’s preliminary proxy statement filed on October 23, 2018 with respect to the 2018 annual meeting of shareholders of the Funds.

U.S. Securities and Exchange Commission

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1.
 The Dryden Proxy contains false and misleading statements regarding Trustee appointments effective after
the election of Mr. Buffington at the Funds’ 2018 annual shareholder meeting. The Dryden proxy contains the following statements:

●

 “Preferred Shareholders also made their voice heard by successfully electing T. Matthew Buffington to one
of the two Preferred Trustee positions at last year’s annual meeting. However, PIMCO responded to his election by increasing the size of the board by two and adding back the Preferred Trustee that the Preferred Shareholders voted to
replace. Thus, we are asking our fellow Preferred Shareholders to refute PIMCO’s attempts to dilute our collective voice. . .” (emphasis added)

●

 “On December 20, 2018, PIMCO responded to Mr. Buffington’s election
by increasing the size of the Boards of each Fund by two seats and reappointing Mr. Kertess or Mr. Rappaport (as relevant) as a Trustee to each of the Boards along with newly appointed Sarah Cogan (effective January 1, 2019).”
(emphasis added)

 These statements contain untrue statements of fact and unsupported and
misleading claims about PIMCO’s motives.

 First, we note that, as a factual matter, PIMCO does not have the authority
to increase the size of the Funds’ Boards or appoint Trustees to the Funds. Instead these actions must be taken by the Funds’ Boards of Trustees, and, in fact, were unanimously approved by the Board of each Fund, including all of the
Trustees who are not interested persons of PIMCO (“Independent Trustees”), on December 12, 2018, prior to the December 19, 2018 annual shareholder meeting (the “2018 Shareholder Meeting”).

Second, we note that, contrary to Dryden’s claims, the Board’s appointment of Sarah Cogan as an Independent Trustee
of the Funds was unrelated to the election of Mr. Buffington at the Funds’ 2018 shareholder meeting. The Board appointed Ms. Cogan as an Independent Trustee as part of the Trustees’ long-term and ordinary course succession
planning. The Board of each Fund and the Boards of other PIMCO-sponsored closed-end funds approved Ms. Cogan’s appointment on December 13, 2018, prior to Mr. Buffington’s election at
the 2018 Shareholder Meeting.

 Third, we note that Dryden’s unsupported assertion that the appointments of
Ms. Cogan and Messrs. Kertess or Rappaport (as applicable) reflect PIMCO’s “attempts to dilute… [the] collective voice” of preferred shareholders is both factually inaccurate and an attempt to impugn the character of PIMCO
and the Board, by alleging an unsupported and speculative motive behind these appointments. As an initial matter, we believe this statement is misleading, as it does not take into account the fiduciary duties applicable to Fund Trustees. All
Trustees (not only those elected solely by preferred shareholders) vote on matters relating to the preferred shares and have a fiduciary duty to act in the best interest of the Funds and all of their shareholders, both common and preferred. As such,
adding one or more additional Trustees that continue to have a fiduciary duty to act in the best interest of all shareholders, including preferred shareholders, does not have the effect of diluting the collective voice of preferred shareholders.
Furthermore, as a factual matter and as noted above, these appointments were effected by action of the Board (and not PIMCO), and the appointment of Ms. Cogan was unrelated to the election of Mr. Buffington. With respect to the
appointments of Messrs. Kertess and Rappaport, the Board was not motivated by a desire to “dilute” the voice of Mr. Buffington or preferred shareholders. Instead, the Trustees desired to retain the valuable experience and expertise of
Messrs. Kertess and Rappaport, who have served as Trustees of the Funds (and other PIMCO-managed funds) for

U.S. Securities and Exchange Commission

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many years, including as Chairman of the Board (with respect to Mr. Kertess prior to January 1, 2019) and Chairman of the Performance Committee (with respect to Mr. Rappaport). As
noted in the Funds’ 2018 proxy statement, the Trustees believe that Messrs. Kertess and Rappaport are experienced and highly qualified individuals who have a strong history of actively supporting the interests of the Funds and all of their
shareholders. Furthermore, we note that the Trustees’ ability to increase the size of the Board and appoint Messrs. Kertess and Rappaport in the event that they were not re-elected by the preferred
shareholders of the Funds was clearly disclosed in the Funds’ 2018 proxy statement, and was approved by the Board of each Fund on December 13, 2018.

In light of the inaccurate, unsupported and speculative language noted above, we believe that Dryden’s statements are
false and materially misleading under Rule 14a-9 and point to the example in Note b. thereto in support of our position—“[m]aterial which directly or indirectly impugns character, integrity or
personal reputation, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”

2.
 The Dryden Proxy erroneously states that “Dryden has owned shares of PIMCO continuously since
2016.” This statement is false: Dryden has not, and does not, own shares of PIMCO. Instead, Dryden holds Auction Rate Preferred Shares (“ARPS”) of the Funds.

3.
 The Dryden Proxy contains false and misleading statements regarding the actions taken by Pacific
Investment Management Company LLC (“PIMCO”) and the Funds’ Boards of Trustees (collectively, the “Board”) to provide liquidity to holders of the Funds’ Auction Rate Preferred
Shares (“ARPS”). The Dryden Proxy includes the following statements:

●

 “We are writing to you today because we believe that a new trustee and another advocate for the holders
of ARPS is needed to spearhead meaningful changes at PIMCO to address the Funds’ refusal to provide liquidity to holders of ARPS.” (emphasis added)

●

 “Thus, we are asking our fellow Preferred Shareholders to refute PIMCO’s attempts to dilute our
collective voice and elect a trustee to the Boards to advocate for real liquidity for the holders of the ARPS.” (emphasis added)

Contrary to Dryden’s claim that the Funds have “refused” to provide liquidity to their ARPS holders, each Fund
concluded a tender offer in 2018, pursuant to which holders of ARPS were given an opportunity to tender up to 100% of their ARPS. While Dryden chose not to participate in these tender offers, the tender offers provided real liquidity to ARPS
holders, as evidenced by the fact that more than $200 million in ARPS were tendered in the aggregate across all Funds and a substantial holder of each Fund’s ARPS tendered 100% of its holdings. Accordingly, Dryden’s statements above
are false and misleading. We also note that the Funds’ Trustees (including preferred share Trustees) have a fiduciary duty to act in the best interests of the Funds, and in carrying out this duty, they must consider the interests of all
shareholders, both common and preferred. The Funds do not have a legal or contractual obligation to provide liquidity to the holders of the Funds’ ARPS (except in certain limited circumstances). Thus, while the Trustees may consider the
provision of liquidity to ARPS holders, this is only one of many factors the Trustees consider when overseeing the Funds’ use of leverage.

U.S. Securities and Exchange Commission

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4.
 The Dryden Proxy contains misleading statements about available financing alternatives to the Funds ARPS.
The Dryden Proxy states that, with respect to the Funds’ ARPS, “there are better financing alternatives available to the Fund.” We believe this is misleading, as it presents an unsupported opinion as an unqualified statement of
fact. Dryden offers no factual foundation to support its assertion that other financing alternatives are “better” for the Funds than the ARPS. Without any supporting analysis, Dryden presents a conclusory statement that is implicitly based
on Dryden’s predictions of the value that alternative financing options may provide to the Funds. Accordingly, we believe this statement is false or misleading under Rule 14a-9, and point to the example
in Note a. thereto in support of our position—“[p]redictions as to specific future market values.”

To determine that replacing all or a portion of a Fund’s ARPS with an alternative form of leverage is in the best
interest of the Fund requires a careful analysis of current and projected market conditions and interest rates, as well as the costs, risks, terms and conditions associated with each form of alternative financing. In this regard, at each quarterly
Board meeting, the Board receives and reviews detailed information from PIMCO (one of the world’s premier fixed income investment managers) and asks questions regarding the Funds’ use of leverage and the risks associated with different
leverage alternatives. Furthermore, in 2018, PIMCO recommended, and the Trustees approved, a discounted ARPS tender offer for each Fund at 85% of the ARPS’ liquidation preference, contingent upon the successful issuance of Variable Rate
Municipal Term Preferred Shares (“VMTPS”). PIMCO and the Board approved the conditional tender offers, in part, because they believed the discounted tender price was sufficiently accretive to common share NAV to help offset costs of
the tender offers and the increased financing costs to the Funds, as well as to compensate for the loss of the valuable permanency and other benefits of the ARPS. Moreover, as discussed further below, PIMCO and the Board believe that the price of
the tender was reasonable and in the Funds’ and shareholders’ best interests.

5.
 The Dryden Proxy contains numerous false and misleading statements regarding the background of
Dryden’s solicitation and communications with the Funds’ Trustees and officers. In the section titled “Background to the Solicitation” the Dryden proxy statement includes the following statements:

●

 “On April 17, 2018, Dryden began expressing its concerns about the ARPS to representatives of PIMCO
who are not members of the Board (“Management”). Management’s responses to our concerns lacked substance.” (emphasis added)

●

 “On July 20, 2018 PIMCO announced the tender offer at 85% of Par [sic] and on July 23, 2018,
PIMCO subsequently e-mailed Dryden offering a phone call with members of Management (but denied Dryden’s request to involve the Preferred Trustees).” (emphasis added)

●

 “On August 21, 2018, after not responding to all our previous attempts to engage, the
Funds’ Preferred Trustees finally requested to meet with Dryden. Dryden accepted that same day.…The meeting occurred August 30, 2018 and Dryden again, did not receive responses to simple questions about the ARPS.”
(emphasis added)

U.S. Securities and Exchange Commission

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●

 “At the Joint Annual Meeting held December 19, 2018, Preferred Shareholders elected T. Matthew
Buffington to one of the two Preferred Trustee positions on each of the Boards, replacing Hans W. Kertess for PMF, PML, PNI, PCQ, PCK, PNF and Alan Rappaport for PMX and PZC.”

●

 “On June 18, 2019, Dryden verbally notified the Funds’ Boards that it was exploring the
possibility of nominating another candidate for the Preferred Trustee position for election at the upcoming joint annual meeting.’

●

 “On September 10, 2019, Dryden sent its formal notice nominating Derrick A. Clark for
election.”

 Certain of these statements individually contain material omissions and untrue
statements of fact, and collectively amount to misleading attempts to impugn the character of the Board and PIMCO. In particular, we point to the following:

●

 In April 2018, after Dryden informed PIMCO of its intent to advocate for a liquidity event for the ARPS, PIMCO
requested that Dryden enter into a non-disclosure agreement (“NDA”) with PIMCO and Funds. This request was consistent with the Funds’ and PIMCO’s practice when engaging in
discussions with other ARPS holders, as good faith discussions or negotiations involving a potential liquidity event for the ARPS are likely to involve the provision by PIMCO/the Funds of material non-public
information (i.e., the price of a potential tender offer). Absent Dryden’s entry into a non-disclosure agreement, the provision of material non-public information
to Dryden as a Fund shareholder would involve a violation of Regulation FD under the Securities Act of 1933.  Dryden refused to enter into an NDA, which significantly limited PIMCO’s ability to respond to Dryden’s inquiries or
engage in meaningful discussions regarding possible liquidity opportunities for the ARPS. Dryden’s proxy statement is misleading for failure to disclose this key information.

●

 On June 20, 2018, management at PIMCO responded to and acknowledged Dryden’s request for a meeting.
At that time, PIMCO and the Funds were engaged in discussions with Wells Fargo, a significant holder of the Funds’ ARPS, regarding potential tender offers. These discussions were subject to an NDA. As noted above, because Dryden had refused to
enter into an NDA on substantially the same terms, PIMCO was unable to engage in more detailed discussions with Dryden at that time regarding the Funds’ ARPS.

●

 On July 23, 2018, PIMCO scheduled a meeting with Dryden, because the Funds’ tender offers had been
publicly announced, such that PIMCO was able to engage in more substantive discussions with Dryden and openly respond to their questions about the Funds’ ARPS.

●

 The Board, including the Trustees elected by the Funds’ preferred shares (the “Preferred Share
Trustees”), were kept apprised of PIMCO’s communications with Dryden throughout the process. Once the tender offers were announced and PIMCO had engaged in additional