SecProbe.io

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 PIMCO MUNICIPAL INCOME FUND II
 1633 Broadway New York, NY 10019
 May 12, 2025
 Division of Investment Management
 Securities and Exchange Commission
 100 F Street, NE Washington, DC
20549 Attn: Ms. Anu Dubey and Mr. Kenneth Ellington

 Re:
 PIMCO Municipal Income Fund II (the “ Fund ”) (File
 No. 333-286391) Registration Statement on Form N-14 and Request for Acceleration Dear Ms. Dubey, Mr. Ellington:
 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Fund respectfully requests that the effectiveness of the
above-referenced registration statement on Form N-14, which was filed on April 4, 2025 and amended through a pre-effective amendment on May 12, 2025 (the
“ Registration Statement ”), be accelerated to May 12, 2025, or as soon thereafter as practicable. The Fund
acknowledges that (i) should the U.S. Securities and Exchange Commission (the “ SEC ”) or its staff (the “ Staff ”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
SEC from taking any actions with respect to the filing, (ii) the action of the SEC or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy
and accuracy of the disclosure in the filing, and (iii) the Fund may not assert this action as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
 PML A CCELERATION R EQUEST

 Very truly yours,

 PIMCO MUNICIPAL INCOME FUND II

 By:

 /s/ Ryan Leshaw     

 Name:

 Ryan Leshaw

 Title:

 Chief Legal Officer

 PML A CCELERATION R EQUEST S IGNATURE P AGE

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 ROPES & GRAY LLP 10250
CONSTELLATION BOULEVARD, 21st FLOOR LOS ANGELES, CA 90067-6257
 WWW.ROPESGRAY.COM

 May 2, 2025

 Jessica Lees

 T +1 310 975 3319

 Jessica.Lees@ropesgray.com
 VIA EDGAR
 Division of Investment Management Securities and Exchange
Commission 100 F Street, NE Washington, DC 20549
 Attn: Ms. Anu Dubey and Mr. Kenneth Ellington

 Re:
 PIMCO Municipal Income Fund II (File No. 333-286391), PIMCO New
York Municipal Income Fund II (File No. 333-286389) and PIMCO California Municipal Income Fund (File No. 333-286388)
 Dear Ms. Dubey, Mr. Ellington: On behalf of PIMCO
Municipal Income Fund II (“ PML ”), PIMCO New York Municipal Income Fund II (“ PNI ”) and PIMCO California Municipal Income Fund (“ PCQ ” and together with PML and PNI, the “ Acquiring
Funds ”), we are writing to provide responses to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) received from Mr. Ellington via Zoom on April 21, 2025
and from Ms. Dubey via telephone on April 23, 2025 regarding each Acquiring Fund’s Registration Statement on Form N-14 (each, a “ Registration Statement ”), which were
filed with the SEC on April 4, 2025, relating to the following reorganizations:

 •

 PIMCO Municipal Income Fund (“ PMF ”) and PIMCO Municipal Income Fund III (“ PMX ”)
with and into PML;

 •

 PIMCO New York Municipal Income Fund (“ PNF ”) and PIMCO New York Municipal Income Fund III
(“ PYN ”) with and into PNI; and

 •

 PIMCO California Municipal Income Fund III (“ PZC ”) and PIMCO California Municipal Income Fund II
(“ PCK ” and collectively with PMF, PMX, PML, PNF, PYN, PNI, PZC, and PCQ, each, a “ Fund ” and collectively, the “ Funds ”) with and into PCQ.
 Any disclosure changes described in the below responses will be reflected, to the extent applicable, in Pre-Effective
Amendment No. 1 to each Registration Statement. Capitalized terms not otherwise defined herein have the meanings ascribed to them in each Registration Statement.
 The following sets forth the Staff’s comments and the Acquiring Funds’ responses thereto.

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 2
 -

 May 2, 2025
 Accounting Comments

 1.
 Comment : Please confirm that the fees presented in the fee table are still current. See Item 3 of
 N-14. Response : The Acquiring Funds confirm that the fees presented in
the tables under the heading, “Comparison of Fees and Expenses – Total Operating Expenses” in the Registration Statements are current as of December 31, 2024, the Funds’ most recent fiscal year end. More recent fees, for
example as of March 31, 2025, would likely be lower than the currently-presented fees, which include expenses of the auction rate preferred shares (“ ARPS ”) of each Fund. All of the ARPS for these Funds were redeemed during the
Funds’ 2024 fiscal year.

 2.
 Comment : The “as of” date of the tables presented under the heading, “Capitalization of
the Funds,” in the Registration Statements is December 31, 2024. Please confirm that there have been no material changes to the Funds’ balance sheets that should be reflected in the capitalization tables.
 Response : The Acquiring Funds confirm that there have been no material changes to the Funds’ capitalizations (excepting NAV
movements) between December 31, 2024 and the date of this response letter.

 3.
 Comment : The fee tables presented under the heading, “Comparison of Fees and Expenses – Total
Operating Expenses,” in the Registration Statements for certain Funds ( e.g ., PMF, PYN, PZC, PCK and PCQ) do not appear to foot correctly due to rounding. Please revise.
 Response : The Acquiring Funds will make the requested change.

 4.
 Comment : Please consider reordering the Funds under the heading, “Comparison of Fees and Expenses
– Expense Example,” in the Registration Statements for the California Reorganizations to match the order in the fee tables (PZC, PCK and PCQ).
 Response : The Acquiring Funds will make the requested change.

 5.
 Comment : Because the Reorganizations are not contingent on one another, please include the following
information ( See 1995-11 Dear CFO Letter):

 a.
 A pro forma fee table resulting in the highest and lowest combined fees included in the range of possible
outcomes.

 b.
 A pro forma fee table assuming all the Target Funds merge (if this pro forma fee table produces the lowest
possible outcome of combined fees, then only the pro forma fee table resulting in the highest combined fees and the pro forma fee table assuming all Target Funds merge may be disclosed).

 c.
 Accompanying the pro forma fee tables and capitalization tables, a narrative indicating that because completion
of any one Reorganization is not dependent upon completion of any or all of the other Reorganizations, there are combinations of Reorganizations that may occur in addition to those presented.
 Response : Each of the National Reorganizations, New York Reorganizations and California Reorganizations (for purposes of this response,
each a “set” of Reorganizations) are not contingent upon the consummation of any of the other sets of Reorganizations ( e.g. , the National Reorganizations are not contingent upon the consummation of the California Reorganizations and
vice versa).

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 May 2, 2025

However, with respect to each set of Reorganizations, such set of Reorganizations will not move forward to the extent that the common shareholders of the relevant Acquiring Fund do not approve
the National Proposal, the New York Proposal or the California Proposal, respectively. Furthermore, each series of RVMTP Shares is held by a single shareholder, which will be asked to consent to the relevant Reorganizations. Accordingly, there is no
anticipated scenario in which only one (and not both) of the Target Funds in a set of Reorganizations will merge into the corresponding Acquiring Fund.
 As a result, the Acquiring Funds respectfully decline to make this change because adding the requested pro forma disclosures could be confusing
and likely is irrelevant to shareholders.

 6.
 Comment : Disclosure in each Registration Statement states that, “as of the close of business on the
date that the Proposals are approved by shareholders through the Closing Date, the Target Funds will be in a ‘transition period’ during which PIMCO may need to reposition the Target Funds’ assets to prepare to transfer such assets to
the corresponding Acquiring Fund.” Please disclose the following:

 a.
 The estimated percentage of each Target Fund’s portfolio that is expected to be sold in connection with
the Reorganizations.

 b.
 The dollar amount of expected portfolio transaction costs that are expected to be generated as a result of
these trades.

 c.
 The estimated impact to shareholders of capital gains distributions, including the per share amount.
 Response : Please see the response to Comment 18. PIMCO does not currently expect to materially restructure any
Target Fund’s portfolio or reposition its holdings in connection with the Reorganizations in order to align with the corresponding Acquiring Fund’s investment strategies. As a result, no material percentage of each Target Fund’s
portfolio is currently expected to be sold in connection with the Reorganizations and no material corresponding portfolio transaction costs or capital gains distributions are currently anticipated in connection with any such trades. Please see the
three tables regarding estimated portfolio transaction costs under Question 16, “Who will bear the costs associated with the Reorganizations?,” on page xiii of the Questions and Answers section (the “ Q&A ”). Due to
market conditions or other factors that may change between now and the Closing Date, however, the Acquiring Funds believe it is appropriate to keep the referenced disclosure with the changes noted in response to Comment 18.

 7.
 Comment : Please disclose the dollar amount of any capital loss carryforwards that are available for the
Target Funds. Response : The Acquiring Funds will disclose the amount of capital loss carryforwards as of
December 31, 2024, consistent with other financial information included in each Registration Statement. Supplementally, the Acquiring Funds confirm that the amount of capital loss carryforwards for the Funds as of December 31, 2024 is not
materially different than the amount as of March 31, 2025, each as set forth below:

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 May 2, 2025

 Fund Name

 Capital Loss Carryforwards as of 12/31/24

 Capital Loss Carryforwards as of 3/31/25

 PMF

 $
 (33,689,976
 )

 $
 (34,541,179
 )

 PMX

 $
 (40,497,836
 )

 $
 (41,274,593
 )

 PML

 $
 (86,077,994
 )

 $
 (87,978,672
 )

 PNF

 $
 (10,486,526
 )

 $
 (10,884,456
 )

 PYN

 $
 (5,793,450
 )

 $
 (5,972,612
 )

 PNI

 $
 (15,145,920
 )

 $
 (15,457,820
 )

 PZC

 $
 (18,221,605
 )

 $
 (18,797,369
 )

 PCK

 $
 (22,494,317
 )

 $
 (23,200,916
 )

 PCQ

 $
 (20,904,558
 )

 $
 (21,471,439
 )

 8.
 Comment : Please explain supplementally and disclose in the Registration Statements if each
Reorganization will be accounted as an asset acquisition under ASC 805-50.
 Response : The Reorganizations will be accounted for pursuant to the asset acquisition method of accounting under ASC 805-50. The Acquiring Funds will disclose this accordingly.

 9.
 Comment : If any transaction is accounted as an asset acquisition, please disclose if the assets acquired
will be measured as the fair value of consideration transferred or the fair value of assets acquired (NAV) and how such value will be allocated to acquire such assets. Please cite applicable U.S. GAAP and incorporate into the analysis the impact of
the Funds’ traded market prices and discounts / premiums to NAV. Response : Under ASC 805-50-30-2, for asset acquisitions in which the consideration given is not in the form of cash, the consideration is measured based on
either the cost (which shall be measured based on the fair value of the consideration transferred) or the fair value of the assets acquired (NAV), whichever is more clearly evident and, thus, more reliably measurable. The Funds have determined that
the fair value of the assets acquired, as represented by the NAV of the Target Funds, is more clearly evident and, therefore, more reliably measurable. Further, as the Staff is aware, mergers of affiliated
 closed-end funds are typically effected pursuant to the respective NAVs of the relevant funds to avoid shareholder dilution concerns. The NAV will be calculated in accordance with the valuation procedures
adopted by the Board of each Fund as described further in the section, “Net Asset Value,” in the Registration Statements. The Acquiring Funds will disclose this accordingly.

 10.
 Comment : Please explain supplementally if any day one unrealized gains / losses will result from the
acquisitions post-Reorganizations. Please cite applicable U.S. GAAP. Response : Under ASC 805-50-30-3, the cost of a group of assets acquired in an asset acquisition is allocated to individual assets acquired or
liabilities assumed based on their relative fair values and does not give rise to goodwill. For financial reporting purposes, the historical cost basis of the investments received from each Target Fund will be carried forward to align ongoing
reporting of the realized and unrealized gains and losses of each Acquiring Fund with amounts distributable to shareholders for tax purposes. Accordingly, no day-one gain or loss is anticipated as a result of
the acquisitions post-Reorganizations.

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 May 2, 2025

 11.
 Comment : Please explain how disclosure requirements of Items 5(b) and 6(a) of Form N-14 have been met, specifically related to ten years of financial highlights and ten years of senior securities information.
 Response : The Acquiring Funds will revise the relevant disclosure to include this information.

 12.
 Comment : Please include hyperlinks to the documents that are incorporated by reference on page iv of the
Proxy Statement/Prospectus. Response : The Acquiring Funds will make the requested change.

 13.
 Comment : Please confirm in correspondence and disclose in each Registration Statement that each
Acquiring Fund will be the accounting survivor of the corresponding Reorganization and provide supplementally the relevant analysis for each Reorganization under the no-action letter provided to North American
Security Trust (“ NAST ”). See North American Security Trust, SEC No-Action Letter (pub. avail. August 5, 1994).
 Response : The Acquiring Funds will make the requested change. The draft NAST accounting survivor analysis for the Reorganizations is set
forth in Exhibit A hereto. Disclosure Comments

 14.
 Comment : The “Dear Shareholder Letter” states that, “[s]eparately, the holders of the
RVMTP Shares of each Target Fund will be asked to consent to the applicable Reorganization, and the consummation of a Reorganization with respect to each such Target Fund will be contingent on the consent of the holders of its RVMTP Shares, as
applicable.” Were RVMTP Shares issued in an offering that was registered under the Securities Act of 1933, as amended? If so, are they eligible for resale under Rule 144A? Will any filing be made in connection with obtaining the consent of
RVMTP shareholders and the exchange of RVMTP Shares ( e.g ., a separate N-14 8C or proxy filings)? If not, please supplementally explain why there will be no N-14
or proxy filings with respect to the RVMTPs. Response : Each series of RVMTP Shares issued by the Funds was
originally issued and sold to investors in an offering exempt from the registration requirements under the Securities Act. Each series of RVMTP Shares may not be offered, sold or otherwise transferred except in compliance with the registration
requirements of the Securities Act or under Rule 144A of the Securities Act. In connection with the Reorganizations, holders of the RVMTP Shares will receive newly issued RVMTP Shares of the Acquiring Funds pursuant to a private exchange offer. The
holders are being presented information regarding the private exchange offer for purposes of obtaining their consent, which information will include the Registration Statement for informational purposes. As such, no filings with the SEC are
currently planned or required in connection with obtaining the consent of RVMTP shareholders and the exchange of RVMTP Shares.

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 6
 -

 May 2, 2025

 15.
 Comment : Please disclose whether any Fund, its investment manager, or any of the Fund’s affiliates
have entered into a standstill agreement with respect to the Fund and a third-party. If so, provide a copy of such agreement or tell us where it is filed. It is our intention to review any such agreement, and we may have additional comments after
doing so. For purposes of this comment, a standstill agreement is an agreement whereby a third party agrees to take (or not take) one or more specified action(s) with respect to a Fund.
 Response : The Acquiring Funds confirm that no Fund, PIMCO or, to the best of PIMCO’s knowledge, any affiliated person of a Fund,
has entered into a standstill agreement with respect to a Fund.

 16.
 Comment : In the first set of bullets under Question 3, “What is the rationale for the
Reorganizations?,” on page iv of the Q&A, please also disclose that PML’s total annual expenses will increase after the National Reorganizations.
 Response : The Acquiring Funds will revise the three bullets as follows:

 •

 With respect to the National Reorganizations, the contractual management fee rate of PML is lower than
contractual management fee rates paid by each National Target Fund. The pro forma total annual operating expenses of the combined Acquiring Fund are expected to
increase relative to those of PML (the Acquiring Fund) and decrease relative to those of each National Target Fund. Any increase is primarily due to differences in leverage among the Funds ;

 •

 With respect to the New York Reorganizations, the contractual management fee rate of PNI is

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 ROPES & GRAY LLP

 PRUDENTIAL TOWER

800 BOYLSTON STREET

 BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

August 25, 2023

 Adam M. Schlichtmann

 T +1 617 951 7114

F +1 617 235 7346

 adam.schlichtmann@ropesgray.com

 VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Ken Ellington

Re:
 Sarbanes-Oxley Review of PIMCO Closed-End and Open-End Funds

 Dear Mr. Ellington:

Thank you for your oral comments provided on August 2, 2023, regarding the staff of the Securities and Exchange Commission’s (the “SEC”)
review, pursuant to the Sarbanes-Oxley Act of 2002, of the financial statements contained in the reports to shareholders, as well as related disclosures in the prospectuses and other filings of the PIMCO
open-end and closed-end funds listed on Appendix A, attached hereto (each a “Fund,” and collectively, the “Funds”), for the fiscal year ended
December 31, 2022. Your comments are summarized below to the best of our understanding, followed by the Funds’ responses. Unless otherwise noted, the responses relate to all Funds.

* * *

1.
 Comment: PIMCO Municipal Income Fund II appears to have been forward incorporating by reference since
August 11, 2022. Please explain why the Form N-CSR filing for the December 31, 2022 reporting period did not include a consent from the auditor.

Response: On August 11, 2022, the Fund filed a shelf registration statement on Form N-2
(the “Registration Statement”) pursuant to General Instruction B of Form N-2 and launched its at-the-market offering
program (the “ATM Program”). At such time, the Fund qualified as a “well-known seasoned issuer” (a “WKSI”), as defined under Rule 405 of the Securities Act of 1933, as amended.

Prior to the filing of the Fund’s shareholder report for the fiscal year ended December 31, 2022 (the “Annual Report”),
management conducted a review of the Fund’s WKSI status consistent with the requirements of Rule 405 and determined that the Fund would no longer qualify as a WKSI upon the filing of its Annual Report. Accordingly, the Fund terminated its
offering of common shares under the Registration Statement (in consultation with the staff of the disclosure review office).1

1
 See explanatory note in the Fund’s initial registration statement on Form
N-2, filed with the SEC on April 13, 2023, which stated that the offer and sale of the Fund’s common shares under the ATM Program pursuant to the Registration Statement had been terminated, available
here: https://www.sec.gov/Archives/edgar/data/1170299/000119312523100690/d299075dexfilingfees.htm.

August 25, 2023

 Because the Fund had terminated its offering of common shares under the Registration
Statement prior to the date of filing the Annual Report (i.e., the Annual Report was not used as part of the offering under the Registration Statement), the Fund submits that a consent from the Fund’s auditor to incorporate by reference its
report dated February 28, 2023 into the Registration Statement was not required.

2.
 Comment: For all the Funds, please include responses to Items 4(i) and (j) in future Form N-CSR filings. If there is nothing to report in response to either sub-items, please indicate “not applicable” or use “N/A” in the Form N-CSR filings so there is a response indicated for each sub-item.

Response: The Funds will add the relevant disclosure for future reports.

* * *

 We hope the foregoing responses
adequately address the SEC staff’s comments. Should you have any further questions or comments, please do not hesitate to contact me at (617) 951-7114.

Sincerely,

/s/ Adam M. Schlichtmann

Adam M. Schlichtmann

cc:
 Ryan Leshaw, Pacific Investment Management Company LLC

Timothy Bekkers, Pacific Investment Management Company LLC

 Appendix A

 File No. 1

 Registrant/Series
Name

 811-10379

 PIMCO California Municipal Income Fund

 811-21077

 PIMCO California Municipal Income Fund II

 811-21188

 PIMCO California Municipal Income Fund III

 811-09721

 PIMCO Managed Accounts Trust

Fixed Income SHares: Series R

Fixed Income SHares: Series LD

Fixed Income SHares: Series C

Fixed Income SHares: Series M

Fixed Income SHares: Series TE

 811-10377

 PIMCO Municipal Income Fund

 811-21076

 PIMCO Municipal Income Fund II

 811-21187

 PIMCO Municipal Income Fund III

 811-10381

 PIMCO New York Municipal Income Fund

 811-21078

 PIMCO New York Municipal Income Fund II

 811-21189

 PIMCO New York Municipal Income Fund III

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     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

November 1, 2019

 BY EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, DC
20549

 Attn: Anu Dubey

Re:
 Amendment No. 1 to the 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 Amendment No.1 to the preliminary proxy statement filed on October 30, 2019 (the “Amended
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 Amended 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.

In addition to the comment discussed below, we refer the Staff to our letter to the Staff, dated October 21, 2019 (the
“October 21 Letter”), relating to statements included in Dryden’s preliminary proxy statement filed on October 15, 2019, which set forth a number of additional concerns regarding statements made by
Dryden. While we have not restated our prior comments in this letter, we continue to believe comments 3, 4, 5, 6 and 8 in the October 21 Letter remain unaddressed and, accordingly, that the Amended Dryden Proxy contains materially misleading
statements.

 U.S. Securities and Exchange Commission

- 2 -

 The Amended 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 Amended 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.” (emphasis added)

•

 “This had the mathematical effect of diluting the voting impact of the Dyden
[sic] nominee. Thus, we are asking our fellow Preferred Shareholders to counteract PIMCO’s dilution of our collective voice and elect an additional trustee to the Boards who will advocate for liquidity for
the holders of the ARPS that is similar to the liquidity provided to PIMCO’s peers.” (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 misleading statements and/or untrue statements of
facts.

 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”). While Dryden has defined “PIMCO” to refer collectively to the
“Funds,” we believe this is fundamentally misleading as the Funds and PIMCO, the Funds’ investment manager, are separate and distinct entities.

Second, we note that, contrary to Dryden’s statement that the increase in the size of the Boards by two was a response to
Mr. Buffington’s election, 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 believe that Dryden’s assertion that the election of Dryden’s nominee would “counteract PIMCO’s
dilution” of the “collective voice” of preferred shareholders 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.

In light of the inaccurate language noted above, we believe that Dryden’s statements are false and materially misleading
under Rule 14a-9.

 U.S. Securities and Exchange Commission

- 3 -

 We urge the Staff to consider carefully the issues and concerns raised and require Dryden to make appropriate
corrections to their proxy statement. If you have any questions or comments on this letter, please contact the undersigned at (617) 951-7362.

Respectfully submitted,

 /s/ David C. Sullivan

 David C. Sullivan

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 ROPES & GRAY LLP

2099 PENNSYLVANIA AVENUE, NW

WASHINGTON, DC 20006-6807

WWW.ROPESGRAY.COM

 October 28, 2019

 Nathan D. Briggs

T: 1 202 626 3909

 F: 1 202 383
9308

 nathan.briggs@ropesgray.com

 BY EDGAR

 Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549-1090

 Re: Preliminary Proxy Statement of:

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

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

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

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

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

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

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

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

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

Dear Ms. Dubey:

 This
letter is in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received from you via telephone on October 25, 2019, regarding the preliminary proxy
statement of the Funds (the “Preliminary Proxy”), which was filed on October 18, 2019. The Preliminary Proxy was filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), in connection with a potential contested Trustee election at the Funds’ 2019 annual shareholders meeting.

A summary of the Staff’s comments and the Funds’ responses are set forth below. The responses will be reflected, to the extent
applicable, in Amendment No. 1 to the Funds’ Preliminary Proxy (“Amendment No. 1”), to be filed on or about the date hereof. Capitalized terms used but not defined herein have the meaning set forth in
the Preliminary Proxy.

1.
 Comment: Disclosure on the first page of the shareholder letter states: “Although a substantial
percentage of ARPS holders participated in the tender offers, Dryden was offered a 100% liquidity alternative for its ARPS and chose not to participate.” Please revise this disclosure to specify the percentage of ARPS holders that participated
in the tender offers.

•

 Response: The above-referenced disclosure has been revised in Amendment No. 1 as follows:

 In 2018, at PIMCO’s recommendation, each Fund offered all holders of ARPS, including Dryden, an
opportunity to tender up to 100% of their ARPS at a price of 85% of the ARPS’ liquidation preference (i.e., “face value”) in a tender offer. In considering the interests of all shareholders, the Board determined that, at the time and
under then-current market conditions, this price represented fair value for the ARPS and was in the best interests of the Funds and their shareholders. In connection with these tender offers, between 12.26% and 26.58% of the Funds’
then-outstanding ARPS were tendered by shareholders. Although a substantial percentage of ARPS holders participated in the tender offers, Through such tender offers, Dryden was offered a 100% liquidity alternative for its
ARPS and chose not to participate.

2.
 Comment: Disclosure on page 2 of the Preliminary Proxy states: “Dryden is a Preferred
Shareholder that owns less than 1% of each Fund’s ARPS. Dryden first purchased ARPS of each Fund in 2016, and continued to purchase ARPS of certain of the Funds at a substantial discount to their face value as recently as 2018.” Please
revise this disclosure to specify the month in 2018 that Dryden last purchased ARPS.

 Response:
The above-referenced disclosure has been revised in Amendment No. 1 as follows:

 Dryden is a Preferred Shareholder
that owns less than 1% of each Fund’s ARPS. Dryden first purchased ARPS of each Fund in 2016, and continued to purchase ARPS of certain of the Funds at a substantial discount to their face value as recently as June 2018.

3.
 Comment: Disclosure on page 4 of the Preliminary Proxy states that shareholders may revoke their
proxies by properly submitting a later-dated proxy vote. Please revise this disclosure to reflect that preferred shareholders may revoke a proxy by submitting a later-dated proxy card to either the Funds or Dryden.

Response: The above-referenced disclosure has been revised in Amendment
No. 1 as follows:

 At any time before it has been voted, your proxy may be revoked in one of the following ways:
(i) by timely delivering a signed, written letter of revocation to the Secretary of the applicable Fund at 650 Newport Center Drive, Newport Beach, California 92660, (ii) by properly executing and timely submitting a later-dated proxy vote
to the Funds (or, in the case of Preferred Shareholders, to either the Funds or Dryden), or (iii) by attending the Meeting and voting in person.

4.
 Comment: Disclosure on page 25 states: “For a proposal requiring approval of a plurality of
votes cast, such as the election of Trustees, abstentions and broker non-votes will not be counted towards the achievement of a plurality of votes cast for a nominee.” Please revise this disclosure to
specify that, for the contested preferred share Trustee elections, non-votes and abstentions will make it more challenging for a candidate to achieve more votes than the opposition candidate.

 Response: The Funds have revised the above-referenced disclosure as follows:

For a proposal requiring approval of a plurality of votes cast, such as the election of Trustees, abstentions and broker non-votes will not be counted towards the achievement of a plurality of votes cast for a nominee. In the case of a contested election, abstentions and non-votes may require
a nominee to receive a higher percentage of the votes cast in order to achieve a plurality of the votes cast, but will not be counted as votes against such nominee’s election.

****

 We believe that this
submission fully responds to your comments. Please feel free to call me at (202) 626-3909 if you have any questions regarding the foregoing.

Very truly yours,

 /s/ Nathan
Briggs

 Nathan Briggs

cc:

 Ryan Leshaw, Esq.

 Wu-Kwan Kit, Esq.

 David C. Sullivan, Esq.

CORRESP
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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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 2
 -

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

 -
 3
 -

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

 -
 4
 -

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

 -
 5
 -

●

 “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

CORRESP
1
filename1.htm

SEC Response Letter

 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 31, 2018

 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 23, 2018 by Dryden Capital Fund, LP, Dryden Capital, LLC, Dryden Capital GP, LLC, T. Matthew Buffington and Matthew C. Leavitt (collectively, “Dryden”) (the
“Dryden Proxy”) with respect to the 2018 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.

 U.S. Securities and Exchange Commission

  -
 2
 -

1.
 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 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)

•

 “Now we are asking our fellow Preferred Shareholders to take the next step and elect a trustee to the
Boards to advocate for real liquidity for the holders of the ARPs.” (emphasis added)

•

 “Based on their past inaction and recent below-market tender offer in the face of repeated good
faith arguments from Dryden for liquidity, we doubt that the current trustees nominated for reelection to the Board pursuant to the Company’s proxy statement will address the liquidity concerns of 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 recently concluded a tender offer, 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. Accordingly, providing liquidity to ARPs holders is only one of many factors the Trustees consider when overseeing the Funds’ use of leverage.

2.
 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

 U.S. Securities and Exchange Commission

  -
 3
 -

 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, earlier 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 fair and in the Funds’ and shareholders’ best interests.

3.
 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 June 20, 2018, Dryden e-mailed Management and the Preferred
Trustees to follow up on scheduling the meeting to search for a more cooperative solution, but was ignored. (emphasis added)

•

 On July 9, 2018, Dryden e-mailed Management and the Preferred
Trustees to again follow up on scheduling the meeting, but was again ignored. (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 refused Dryden’s request to involve the Preferred Trustees).

•

 On August 21, 2018, after refusing all our previous attempts to engage, the Funds’ Preferred
Trustees finally requested to meet with Dryden…The meeting occurred August 30, 2018 and Dryden was again met with a refusal to answer simple questions about the ARPs.

 U.S. Securities and Exchange Commission

  -
 4
 -

 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, contrary to Dryden’s assertion that they were ignored, 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 9, 2018, discussions remained ongoing between PIMCO and Wells Fargo. The tender offers were
nearing public announcement, and PIMCO determined to wait until after the public announcement to reinitiate discussions with Dryden.

•

 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 conversations with Dryden, the Preferred Share Trustees responded to
Dryden’s request for a meeting.

•

 On August 30, 2018, certain of the Funds’ Preferred Share Trustees met with and provided fulsome
information to Dryden and responded to all questions regarding the Board’s ongoing review of the Funds’ use of leverage, including the Board’s current view of the ARPs and considerations in approving the tender offers. Dryden’s
assertion that they were met with a “refusal to answer simple questions” is patently false.

 U.S. Securities and Exchange Commission

  -
 5
 -

 In light of the omissions and factual inaccuracies 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.” Dryden’s decision to omit pertinent information
regarding PIMCO’s request to enter into an NDA, and Dryden’s repeated inaccurate assertions that PIMCO and the Board “ignored” their communications reflect a clear intent to cast PIMCO and the Board as unresponsive to and
dismissive of ARPs holders.

 In fact, PIMCO was responsive to Dryden and willing to engage in good faith discussions with
Dryden, subject to the execution of a customary and reasonable NDA. This is evidenced by PIMCO’s negotiations with Wells Fargo that took place over the same period. The Board was kept apprised of PIMCO’s communications with Dryden, and
both PIMCO and the Funds’ Preferred Share Trustees met with, and provided information to Dryden promptly once the tender offers were publicly announced.

4.
 The Dryden Proxy contains misleading statements regarding the value of the ARPs in the secondary
market. The Dryden Proxy includes the following statements:

•

 “The recent tender offer, announced on July 20, 2018 and completed on September 11, 2018, for
the ARPs at 85% of their liquidation preference was, in our opinion, inadequate. Not only was the tender offer price below the level where the ARPs were trading in the secondary market, it was also significantly below the price where
PIMCO’s peers have provided liquidity to their own ARPs Shareholders.” (emphasis added)

•

 “On July 25, 2018, Dryden held a call with Management, discussed the tender offer dated
July 20, 2018, and expressed Dryden’s displeasure with the price; the tender offer price was below recent prices seen in the secondary market.” (emphasis added)

We believe these statements are misleading, because they are unsupported and omit material information regarding the secondary
market for the Funds’ ARPs. Notably, the secondary market for the Funds’ ARPs is generally limited to privately negotiated transactions, which typically involve relatively small quantities of shares (as evidenced by Dryden’s own
transaction history included as Schedule I to the Dryden Proxy, where transaction sizes ranged from one share up to 25 shares). In contrast, the Funds each offered their ARPs holders an option to tender up to 100% of their ARPs. Accordingly, we
believe it is misleading to compare

 U.S. Securities and Exchange Commission

  -
 6
 -

the price for ARPs sold in small private transactions to the price of a tender offer for up to 100% of the Fund’s outstanding ARPs. Therefore, we believe that Dryden’s assertion that
the tender offer price was “below the level” where ARPs were trading in the secondary market is materially misleading.

Furthermore, we note that Dryden has provided no supporting data for its statements regarding the prices at which the
Funds’ ARPs traded in secondary market. PIMCO, through discussions with current and former ARPs holders, has obtained information suggesting that 85% of the ARPs’ liquidation preference was in line with certain other transactions involving
the ARPs on/around the same period as the tender offers. In addition, the fact that each Fund received participation from Wells Fargo and other ARPs holders may suggest that higher prices in the secondary market were not readily available for those
who tendered ARPs in the quantities they desired and suggests that 85% of the ARPS’ liquidation preference was a fair price. Therefore, we believe the language in the Dryden Proxy should be revised to reflect that only some transactions
in the secondary market for ARPs may have been above the tender offer price offered by the Funds.

5.
 The Dryden Proxy contains false and misleading statements that overstate Dryden’s holdings of the
Funds’ Auction Rate Preferred Shares.

•

 The Dryden Proxy states that “Dryden beneficially owns a total of 147 shares of preferred stock,
including the shares of Auction Rate Preferred Stock, $25,000 liquidation preference per share of each of the Funds (‘ARPs’).” This statement is inaccurate and misleading for two reasons.

First, Dryden does not own 147 shares of ARPs of each Fund, but rather, owns 147 shares of ARPs across all eight Funds.
For example, with respect to PCK, Dryden holds only two shares of ARPs. Accordingly, the Dryden Proxy materially overstates Dryden’s holdings of ARPs of each Fund. Second, Dryden holds shares of only ARPs and does not hold any of the
Funds’ VMTPS. The use of “including” in the sentence above falsely implies that Dryden holds other types of preferred shares of the Funds.

•

 The Dryden Proxy reports the dollar range of securi

CORRESP
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SEC Response Letter

 ROPES & GRAY LLP

 2099 PENNSYLVANIA AVENUE, NW

WASHINGTON, DC 20006-6807

 WWW.ROPESGRAY.COM

October 31, 2018

 Nathan D. Briggs

 T: 1 202 626 3909

F: 1 202 383 9308

 nathan.briggs@ropesgray.com

 BY EDGAR

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549-1090

Re:
 Preliminary Proxy Statement of:

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

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

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

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

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

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

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

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

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

Dear Ms. Dubey:

 This letter is in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received from you via telephone on October 26, 2018, regarding the preliminary proxy statement of
the Funds (the “Preliminary Proxy”), which was filed on October 19, 2018. The Preliminary Proxy was filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in connection with a potential contested Trustee election at the Funds’ 2018 annual shareholders meeting.

A summary of the Staff’s comments and the Funds’ responses are set forth below. The responses will be reflected, to the extent
applicable, in the Funds’ definitive proxy statement (the “Definitive Proxy”) to be filed on or about November 1, 2018. Capitalized terms used but not defined herein have the meaning set forth in the Preliminary Proxy.

1.
 Comment: Disclosure on page 3 states: “Dryden is a Preferred Shareholder that owns less than 1%
of each Fund’s ARPS and that purchased ARPS of certain of the Funds at a substantial discount to their face value as recently as this year.” Please revise this language to make it clear that Dryden Capital Fund, LP
(“Dryden”) has owned shares of the ARPS of each Fund since 2016.

 Response: The Fund has revised the above-referenced disclosure in the
Definitive Proxy as follows:

 Dryden is a Preferred Shareholder that owns less than 1% of each Fund’s ARPS
and that purchased ARPS of certain of the Funds at a substantial discount to their face value as recently as this year. Dryden first purchased ARPS of each Fund in 2016, and has continued to purchase ARPS of certain of the Funds
at a substantial discount to their face value as recently as this year.

2.
 Comment: Disclosure on page 5 states that shareholders may revoke their proxies by submitting a
later-dated proxy vote. Please revise this disclosure to reflect that preferred shareholders may revoke a proxy by submitting a later-dated proxy card to either the Funds or Dryden.

Response: The Funds have reviewed the above-referenced disclosure and respectfully decline to make any changes in
response to this Comment. The Funds believe that the current disclosure stating that shareholders may revoke their proxy “by properly executing and timely submitting a later-dated proxy vote” is accurate and consistent with the
requirements of Item 2 of Schedule 14A as well as disclosure contained in proxy statements for other registrants involving contested elections.

3.
 Comment: The second paragraph on page 9 states: “All current members of the Board of each Fund
are (and Messrs. Kertess, Maney, and Rappaport, if re-elected, will remain) “Continuing Trustees,” as such term is defined in the Declaration of the applicable Fund. The Dryden nominee, if elected,
would not be a “Continuing Trustee.” Please add disclosure to this paragraph explaining the relevance of being deemed a “Continuing Trustee.”

Response: In response to this Comment, the Funds have added the following disclosure to the Definitive Proxy:

Pursuant to each Fund’s Declaration of Trust, certain corporate actions and/or transactions involving the Fund outside
of the ordinary course of business (including, among others, mergers, consolidations, significant dispositions of Fund assets, any shareholder proposals as to specific investment decisions and the conversion of a Fund to an open-end fund) would require the approval of 75% of the Funds’ outstanding shares, unless approved by both a majority of the Board of Trustees and 75% of the Continuing Trustees (in which case shareholders have
only the voting rights required by the 1940 Act with respect to such transaction or corporate action, if any).

4.
 Comment: On page 30, disclosure beneath the heading “Required Vote” indicates that the re-election or election of Trustees requires a vote of a plurality of the holders of the applicable share classes. Please revise this paragraph to include an explanation of the term “plurality.”

 Response: The Funds have revised the above-referenced disclosure as
follows:

 The re-election of Messrs. Rappaport and Maney to the Board of PMF,
PCQ, PNF, PML, PCK and PNI will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of the relevant Fund cast in the election of Trustees at the Meeting,
in person or by proxy. The re-election of Mr. Kertess or the election of the Dryden Nominee to the Board of PMF, PCQ, PNF, PML, PCK and PNI will require the affirmative vote of a plurality of the votes of
the Preferred Shareholders (voting as a separate class) of the relevant Fund cast in the election of Preferred Shares Trustees at the Meeting, in person or by proxy. The re-election of Messrs. Kertess and
Maney to the Board of PMX and PZC will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of the relevant Fund cast in the election of Trustees at the
Meeting, in person or by proxy. The re-election of Mr. Rappaport or the election of the Dryden Nominee to the Board of PMF, PCQ, PNF, PML, PCK and PNI will require the affirmative vote of a plurality of
the votes of the Preferred Shareholders (voting as a separate class) of the relevant Fund cast in the election of Preferred Shares Trustees at the Meeting, in person or by proxy. The requirement for “the affirmative vote of a plurality of
the votes… cast” means, assuming that a quorum is present, that the nominee who receives the largest number of votes of the applicable Shares cast in person or by proxy at the Meeting (even if he or she receives less than a
majority) will be elected or re-elected, as applicable, as a Trustee.

5.
 Comment: Please disclose the names and addresses of the Funds’ administrator and principal
underwriter, in accordance with Item 22(a)(3) of Schedule 14A.

 Response: The Funds respectfully
submit that they do not have a principal underwriter or separate administrator. Pursuant to an Investment Management Agreement between the Funds and PIMCO, PIMCO provides or causes to be furnished all supervisory and administrative and other
services reasonably necessary for the operation of the Funds. Accordingly, the Funds decline to make any changes in response to this Comment.

6.
 Comment: Disclosure on page 40 states: “In certain circumstances in which the Fund has received
sufficient votes to approve a matter being recommended for approval by the Fund’s Board, the Fund may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of broker
non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.”

It is the view of the Staff that the Funds may not request that parties withhold or withdraw broker non-votes to avoid the need for solicitation of additional votes in favor of a proposal. Please revise the referenced language accordingly.

Response: Without necessarily agreeing with the Staff’s position, the Funds have removed the above-referenced
disclosure from the Definitive Proxy as the Funds do not believe such scenario is relevant to the proposals contained in the Definitive Proxy.

7.
 Comment: Disclosure on page 40 states: “For a proposal requiring approval of a plurality of
votes cast, such as the election of Trustees, abstentions and broker non-votes will have no effect on the outcome of any Proposal.” Please revise this disclosure to specify that, for the contested
preferred share Trustee elections, non-votes for a candidate will make it more challenging for a candidate to achieve more votes than the opposition candidate.

Response: The Funds have revised the above-referenced disclosure as follows:

For a proposal requiring approval of a plurality of votes cast, such as the election of Trustees, abstentions and broker non-votes will have no effect on the outcome of such a Proposalnot be counted towards the achievement of a plurality of votes cast for a nominee.

****

 We believe that this submission fully
responds to your comments. Please feel free to call me at (202) 626-3909 if you have any questions regarding the foregoing.

Very truly yours,

 /s/ Nathan Briggs

Nathan Briggs

cc:
 Joshua Ratner, Esq.

Wu-Kwan Kit, Esq.

David C. Sullivan, Esq.

CORRESP
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CORRESP

 ROPES & GRAY LLP

 2099 PENNSYLVANIA AVE., NW

 WASHINGTON, DC 20006-6807

 WWW.ROPESGRAY.COM

February 27, 2018

Nathan Briggs

T: 202-626-3909

F: 202-383-9308

Nathan.Briggs@ropesgray.com

 VIA EDGAR

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

Attn: Mr. Kenneth Ellington

Re:
PIMCO Managed Accounts Trust (“PMAT”) (File Nos. 333-92415 and 811-09721)

PIMCO California Municipal Income Fund (“PCQ”) (File Nos. 333-219183 and 811-10379)

PIMCO California Municipal Income Fund II (“PCK”) (File Nos. 333-91742 and 811-21077)

PIMCO California Municipal Income Fund III (“PZC”) (File Nos. 333-100990 and 811-21188)

PIMCO Corporate & Income Opportunity Fund (“PTY”) (File Nos. 333-215581 and 811-21238)

PIMCO Corporate & Income Strategy Fund (“PCN”) (File Nos. 333-217472 and 811-10555)

PIMCO Dynamic Credit and Mortgage Income Fund (“PCI”) (File Nos. 333-184290 and 811-22758)

PIMCO Dynamic Income Fund (“PDI”) (File Nos. 333-215573 and 811-22673)

PIMCO Flexible Credit Income Fund (“PFLEX”) (File Nos. 333-214419 and 811-23211)

PIMCO Global StocksPLUS & Income Fund (“PGP”) (File Nos. 333-123552 and 811-21734)

PIMCO High Income Fund (“PHK”) (File Nos. 333-104915 and 811-21311)

PIMCO Income Opportunity Fund (“PKO”) (File Nos. 333-217471 and 811-22121)

PIMCO Income Strategy Fund (“PFL”) (File Nos. 333-164386 and 811-21374)

PIMCO Income Strategy Fund II (“PFN”) (File Nos. 333-164388 and 811-21601)

PIMCO Municipal Income Fund (“PMF”) (File Nos. 333-64796 and 811-10377)

PIMCO Municipal Income Fund II (“PML”) (File Nos. 333-91744 and 811-21076)

PIMCO Municipal Income Fund III (“PMX”) (File Nos. 333-100991 and 811-21187)

PIMCO New York Municipal Income Fund (“PNF”) (File Nos. 333-64828 and 811-10381)

PIMCO New York Municipal Income Fund II (“PNI”) (File Nos. 333-91740 and 811-21078)

PIMCO New York Municipal Income Fund III (“PYN”) (File Nos. 333-100992 and 811-21189)

PIMCO Strategic Income Fund, Inc. (“RCS”) (333-67374 and 811-08216)

PCM Fund, Inc. (“PCM”) (333-183684 and 811-07816)

(Each, and in the case of PMAT, each individuals series thereof, a “Fund” and collectively, the “Funds”)

Dear Mr. Ellington:

 This letter is in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received from you via telephone on December 28, 2017, with respect to each Fund’s most recent Annual
Report to shareholders filed under the Investment Company Act of 1940, as amended (the “1940 Act”), on Form N-CSR. You indicated that the Staff also reviewed the marketing materials of some of
the Funds for comparison purposes.

 You requested that responses to the comments be provided via EDGAR correspondence. Accordingly, the Staff’s
comments in relation to the Annual Reports and the Funds’ responses are set forth below.

 Statements of Assets and Liabilities for all Funds

1.
Comment: Please confirm whether there are any open payables to the Funds’ Trustees/Directors at period end. If so, these payables should be disclosed separately in accordance with Article 6-04(12) of Regulation S-X.

Response: The Funds confirm that there were no open payables to the Funds’ Trustees/Directors at period end.

Statements of Assets and Liabilities for PTY, PCN, PHK, PFN and PFL (for purposes of this Comment, the “Funds”)

2.
Comment: Please add a “commitment and contingencies” line item to the Statements of Assets and Liabilities with a parenthetical reference to the note that discloses unfunded commitments in future
filings. (See Regulation S-X, Article 6-04(15))

Response: The Funds note that the requested line item would have shown a zero balance in each Fund’s most recent Annual Report.
The Funds agree, however, to include a “commitments and contingencies” line item with the requested parenthetical reference in their Statements of Assets and Liabilities going forward.

Schedule of Investments for PMAT and other applicable Funds (for purposes of this Comment, the “Funds”)

3.
Comment: For options on futures, please disclose the expiration date for the underlying futures contract.

Response: We note that, for options on futures, the Funds already disclose the month of expiration of the underlying future. Beginning
with shareholders reports issued in March 2018 and thereafter, the Funds will disclose the month and year of expiration of the underlying future.

PTY, PCN, PKO and PNI (for purposes of this Comment, the “Funds”)

4.
Comment: We note that the Funds made return of capital distributions during the most recent fiscal year, and that the terms “dividend distribution” and “distribution yield” are used on the
Funds’ websites and/or in the Funds’ fund cards. We believe that these terms are related to income, and should not be used when referring to distributions that include a return of capital.

 Please confirm that the reported “dividend distributions” and “distribution
yields” for these Funds do not include return of capital. If they do, please clearly identify the portion of the distribution that is return of capital.

Response: The Funds respectfully submit that, while the “dividend distributions” and “distribution yields”
reported on each Fund’s website and in each Fund’s fund card may reflect a portion that is attributable to a return of capital, the Funds believe that the current disclosures on their websites and in their fund cards adequately notify
investors of this possibility. Specifically, the Funds point the Staff to the following footnotes, which are displayed in the Funds’ fund cards and the “Yield & Distributions” section of each Fund’s website,
respectively:

 Fund Card Disclosure

“Past distributions included ordinary income, net capital gains, and/or a return of capital (ROC) of your investment in the fund.
Because the distribution rate may include a ROC, it should not be confused with yield or income. A negative value for Undistributed Net Investment Income represents the potential for a ROC on an estimated tax basis. Please refer to the most
recent Section 19 Notice, if applicable, for additional information regarding the composition of distributions. Final determination of a distribution’s tax character will be made on Form 1099 DIV sent to shareholders each January.”

 Website Disclosure:

“Distributions may be comprised of ordinary income, net capital gains, and/or a return of capital (ROC) of your investment. Because
the distribution rate may include a ROC, it should not be confused with yield or income. A negative value for Undistributed Net Investment Income represents the potential for a ROC on an estimated tax basis. Please refer to the most
recent Section 19 Notice, if applicable, for additional information regarding the composition of distributions. Final determination of a distribution’s tax character will be made on Form 1099 DIV sent to shareholders each January.”

 In addition, the Funds respectfully submit that, because final amounts of return of capital paid by a Fund over the course of a fiscal
year will not be known until the end of that fiscal year, disclosing specific estimated amounts of return of capital in a Fund’s marketing materials may confuse or mislead Fund shareholders. Furthermore, the Funds note that copies of the
Funds’ Section 19 Notices for generally the past year (which provide an estimate of the composition of a Fund’s distributions) are currently posted on each Fund’s website and are available to shareholders and prospective
investors. Pursuant to Section 19(a) of the 1940 Act and Rule 19a-1 thereunder, distributions to shareholders that are estimated to be wholly or partly from a source other than net income for the current
or preceding fiscal year or accumulated undistributed net income are also accompanied by a Section 19 Notice, such that Fund shareholders are provided with contemporaneous notice if distributions they receive are estimated to include a return
of capital.

 However, in response to the Staff’s comment, in connection with the next scheduled updates,
each Fund will revise the disclosure on its website and in its fund cards by replacing the term “distribution yield” with “distribution rate” and replacing the term “dividend distribution” with “distribution,”
whether or not associated amounts may include a return of capital.

 PTY, PCN, PHK, PFN, PFL, PGP and PKO (for purposes of this Comment, the
“Funds”)

5.
Comment: Please supplementally provide the following information, in each case as of a recent date:

¡
Percentage of net assets invested in non-agency residential mortgage-backed securities (“Private RMBS”) (please include asset-backed securities that are backed by
home equity loans and mortgage trusts as Private RMBS).

¡
Percentage of net assets invested in non-agency commercial mortgage-backed securities (“Private CMBS”).

¡
Percentage of total assets invested in Private RMBS (please include asset-backed securities that are backed by home equity loans and mortgage trusts as Private RMBS).

¡
Percentage of total assets invested in Private CMBS.

 Response: As of
December 29, 2017 the Funds had the following percentages of their respective total and net assets invested in Private RMBS and Private CMBS:

 Percentage
of net assets

 in Private

RMBS

Percentage

 of total

 assets in Private

RMBS

Percentage of net assets

in Private

CMBS

Percentage

 of
total

 assets in

Private

CMBS

PGP

34.32%

25.22%

16.40%

12.05%

PTY

27.35%

22.83%

4.45%

3.72%

PHK

25.23%

21.27%

3.80%

3.20%

PFL

30.05%

27.26%

1.56%

1.41%

PFN

30.98%

28.15%

1.06%

0.96%

PKO

63.29%

40.69%

12.28%

7.90%

PCN

35.72%

30.85%

4.53%

3.91%

 As set forth by PIMCO in prior correspondence with the Staff, certain Funds currently observe an internal
operating policy limiting such Fund’s investments in each of Private RMBS and Private CMBS, respectively, in each case to not more than 25% of the Fund’s total assets (the “Internal Operating Policy”). Consistent with most
other portfolio limitations observed by the Funds, these percentage limitations apply to the Funds’ investments at the time a transaction is entered into.

 In determining how to categorize particular instruments for purposes of the Internal Operating
Policy, PIMCO identifies securities held by the Funds with a standard industrial classification code of 6189 (a broad category for ABS), and separates those instruments into the following three sub-categories
for testing purposes: Private RMBS, Private CMBS and Other ABS. As previously noted in PIMCO’s November 28, 2017 letter to the Staff, PIMCO had historically categorized asset-backed securities that are backed by home equity loans and
mortgage trusts and other similar securities as Other ABS, based on analysis by PIMCO of the type of assets underlying the ABS. This approach was generally consistent with how others in the industry (including Bloomberg, Barclays, Moody’s and
INTEX) categorized such instruments. However, as previously noted to the Staff, effective August 14, 2017, PIMCO determined to reclassify asset-backed securities that are backed by home equity loans and mortgage trusts as Private RMBS for
purposes of the Internal Operating Policy. As a result of this reclassification, each Fund (except for PTY and PHK) had more than 25% of its total assets invested in Private RMBS as of December 29, 2017. We note, however, that such Funds have
at all times remained in compliance with their Internal Operating Policies, which, as noted above, apply only at the time a transaction is entered into. Accordingly, the reclassification of asset-backed securities that are backed by home equity
loans and mortgage trusts did not cause the Funds to violate their Internal Operation Policies.

 * * * * *

We believe that this submission fully responds to your comments.

Please feel free to call me at (202) 626-3909 if you have any questions regarding the foregoing.

Very truly yours,

 /s/ Nathan Briggs

Nathan Briggs

cc:
Joshua Ratner, Esq.

 Wu-Kwan Kit, Esq.

David C. Sullivan, Esq.

CORRESP
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Correspondence

 ROPES & GRAY LLP

ONE METRO CENTER

700 12TH STREET, NW, SUITE 900

WASHINGTON, DC 20005-3948

WWW.ROPESGRAY.COM

September 11, 2015

Nathan D. Briggs

T: 1 202 626 3909

F: 1 202 383 9308

nathan.briggs@ropesgray.com

 VIA EDGAR

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549

Attn: Kenneth Ellington and Chad D. Eskildsen

Re: PIMCO Global StocksPLUS & Income Fund (“PGP”) (File No. 811-21734); PIMCO Municipal Income Fund
(“PMF”) (File No. 811-10377); PIMCO Municipal Income Fund II (“PML”) (File No. 811-21076); PIMCO Municipal Income Fund III (“PMX”) (File No. 811-21187); PIMCO California Municipal
Income Fund (“PCQ”) (File No. 811-10379); PIMCO California Municipal Income Fund II (“PCK”) (File No. 811-21077); PIMCO California Municipal Income Fund III (“PZC”) (File
No. 811-21188); PIMCO New York Municipal Income Fund (“PNF”) (File No. 811-10381); PIMCO New York Municipal Income Fund II (“PNI”) (File No. 811-21078); PIMCO New York Municipal Income Fund III
(“PYN”) (File No. 811-21189); PIMCO Corporate & Income Opportunity Fund (“PTY”) (File No. 811-21238); PIMCO Corporate & Income Strategy Fund (“PCN”) (File
No. 811-10555); PIMCO Income Opportunity Fund (“PKO”) (File No. 811-22121); PIMCO High Income Fund (“PHK”) (File No. 811-21311); PIMCO Income Strategy Fund (“PFL”) (File
No. 811-21374); PIMCO Income Strategy Fund II (“PFN”) (File No. 811-21601); PIMCO Strategic Income Fund, Inc. (“RCS”) (File No. 811-08216); PIMCO Dynamic Credit Income Fund (“PCI”)
(File No. 811-22758); PIMCO Dynamic Income Fund (“PDI”) (File No. 811-22673); PCM Fund, Inc. (“PCM”) (File No. 811-07816); and PIMCO Managed Accounts Trust (“PMAT”) (File
No. 811-09721) (together, the “Registrants”).

 Dear Messrs. Ellington and Eskildsen:

On August 13, 2015, you provided oral comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) regarding the Registrants’ annual reports (each, an “Annual Report” and, collectively, the “Annual Reports”) for the periods ended as of the dates indicated parenthetically below:

•

PIMCO Global StocksPLUS & Income Fund (period ended March 31, 2015);

•

PIMCO Municipal Income Fund (period ended April 30, 2015);

•

PIMCO Municipal Income Fund II (period ended May 31, 2015);

•

PIMCO Municipal Income Fund III (period ended September 30, 2014);

•

PIMCO California Municipal Income Fund (period ended April 30, 2015);

•

PIMCO California Municipal Income Fund II (period ended May 31, 2015);

•

PIMCO California Municipal Income Fund III (period ended September 30, 2014);

•

PIMCO New York Municipal Income Fund (period ended April 30, 2015);

•

PIMCO New York Municipal Income Fund II (period ended May 31, 2015);

•

PIMCO New York Municipal Income Fund III (period ended September 30, 2014);

•

PIMCO Corporate & Income Opportunity Fund (period ended November 30, 2014);

•

PIMCO Corporate & Income Strategy Fund (period ended October 31, 2014);

•

PIMCO Income Opportunity Fund (period ended October 31, 2014);

•

PIMCO High Income Fund (period ended March 31, 2015);

•

PIMCO Income Strategy Fund (period ended July 31, 2014);

•

PIMCO Income Strategy Fund II (period ended July 31, 2014);

•

PIMCO Strategic Income Fund, Inc. (period ended January 31, 2015);

•

PIMCO Dynamic Credit Income Fund (period ended December 31, 2014);

•

PIMCO Dynamic Income Fund (period ended March 31, 2015);

•

PCM Fund, Inc. (period ended December 31, 2014); and

•

PIMCO Managed Accounts Trust (period ended October 31, 2014).

 You requested that written responses to
the comments be provided via EDGAR correspondence. Accordingly, the Staff’s comments on the Annual Reports and the Registrants’ responses thereto are set forth below.

PIMCO Managed Accounts Trust, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Corporate & Income Opportunity
Fund, PIMCO Corporate & Income Strategy Fund, PIMCO Income Strategy Fund I and PIMCO Income Strategy Fund II (for purposes of this response, each, a “Fund” and, collectively, the “Funds”)

1.
Comment: With respect to each Fund, the accountant’s report on internal controls filed as Exhibit 77(b) to the Funds’ Form N-SAR filings (the “internal control reports”) on
September 29, 2014 (for PFL and PFN); December 29, 2014 (for PCN); December 30, 2014 (for PMAT); January 27, 2015 (for PTY); and June 29, 2015 (for PCQ and PNF) do not include the city and state where the report was issued
and are not dated, as required by Sub-Item 77B of Form N-SAR. Please (i) confirm that the Funds keep the internal control reports on record and (ii) file amended Form N-SARs including the internal control reports with the missing
information.

 -2-

 Response: The Funds confirm that they or their agents maintain copies of the internal
control reports in accordance with applicable law. The Funds will file amended Form N-SARs as requested; however, the Funds respectfully note that, except for PCQ and PNF, each of the above-referenced internal control reports includes the date
issued as part of the signature block to such report.

 PIMCO Strategic Income Fund, Inc., PCM Fund, Inc., PIMCO Dynamic Credit Income Fund, PIMCO
Global StocksPLUS & Income Fund, PIMCO Dynamic Income Fund and PIMCO Income Opportunity Fund (for purposes of this response, each, a “Fund” and, collectively, the “Funds”)

2.
Comment: Based on the Fund’s stated “regulatory leverage ratio” provided under “Important Information About the Fund” in each Fund’s respective Annual Report, the Funds appear to
have borrowings and other forms of leverage in an amount that calls into question the Funds’ compliance with the 300% asset coverage requirement in Section 18(a) of the Investment Company Act of 1940, as amended (the “1940
Act”) with respect to senior securities representing indebtedness (i.e., with regulatory leverage stated as being greater than 33 1/3% in each case). Please explain how the Funds are in compliance with Section 18(a) of the 1940
Act. If the Funds are segregating assets or otherwise covering their positions such that the borrowings or other forms of leverage are not considered senior securities under Section 18 pursuant to Securities Trading Practices of Registered
Investment Companies, Investment Company Act Release No. 10666, April 18, 1979, and related SEC guidance (collectively, “Release 10666”), please confirm that the assets identified in the respective Fund’s
Schedule of Investments as being pledged as collateral with respect to, for example, reverse repurchase agreements, are not also being used as cover for other obligations of the Fund for purposes of reliance on the guidance in Release 10666. If the
Fund is using other liquid assets that are not pledged as collateral for purposes of asset segregation or cover, please confirm such assets represent at least 100% of the Fund’s obligations representing indebtedness as contemplated in Release
10666 or, to the extent such obligations are not fully covered, that such portion of the obligations are treated as senior securities under Section 18 and that the Fund has satisfied the 300% asset coverage requirement in Section 18(a)
with respect to such uncovered portion.

 Response: Each Fund confirms that it was at the time of its Annual Report
and continues to be in compliance with the 300% asset coverage test in Section 18(a) of the 1940 Act. Each Fund other than RCS confirms that its obligations representing indebtedness were 100%
covered1 in accordance with Release 10666. Accordingly, such Funds’ obligations were not deemed senior securities representing indebtedness for purposes of Section 18(a) of the 1940 Act.
However, to the extent an obligation representing indebtedness is not fully covered, as was the case with RCS at the time of its Annual Report, any such portion of the obligation is (and, with respect to RCS, was at the time of the Fund’s
Annual Report) treated by the Fund as a senior security under Section 18 with respect to which the Fund maintains at least 300% asset coverage in accordance with Section 18(a).

Each Fund also confirms that it does not use assets that are otherwise pledged as collateral to third parties to also cover its obligations
for purposes of compliance with Section 18, as discussed above.

1 For purposes of this response, the term “cover” means segregating or earmarking (i.e.,
designating on the Fund’s or the Fund’s custodian’s records) liquid assets or entering into offsetting positions in amount equal to the Fund’s obligation in accordance with Release 10666.

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 All Funds Other than PMAT (for purposes of this response, each, a “Fund” and, collectively, the
“Funds”)

3.
Comment: Pursuant to Item 24.4.f of Form N-2, please include a statement that the Fund’s Statement of Additional Information (the “SAI”) includes additional information about directors
of the Fund and is available, without charge, upon request, and a toll-free (or collect) telephone number for shareholders to call to request the SAI.

Response: Because the Funds are closed-end funds that are not currently offering shares to the public, the Funds do not have current
registration statements, including current SAIs (in all cases, the Funds’ SAIs are several years old or more). The Funds have to date relied on Rule 8b-16(b) under the 1940 Act and therefore are not required to update their registration
statements on an annual basis. Accordingly, the Funds do not think it is appropriate to refer shareholders to the Funds’ SAIs, as the information therein, including information regarding the Funds’ Trustees/Directors, has not been updated
recently, in reliance on Rule 8b-16(b).

 PIMCO Income Strategy Fund I and PIMCO Income Strategy Fund II (for purposes of this response, each, a
“Fund” and, collectively, the “Funds”)

4.
Comment: The Funds’ Annual Reports do not include a section regarding new accounting pronouncements. Please include this disclosure going forward.

Response: The Funds confirm that they will include disclosure regarding new accounting pronouncements, if any, in future shareholder
reports if deemed to be significant and applicable to the Funds. The Funds also note that a section regarding new accounting pronouncements was included in the Funds’ semi-annual reports to shareholders for the period ended January 1,
2015, filed with the SEC on March 31, 2015.

 PIMCO Managed Accounts Trust (Series LD) (for purposes of this response, the “Fund”)

5.
Comment: The name of the Fund under its series identifier on EDGAR says “Fixed Income SHares” but it should be “Fixed Income SHares: Series LD.” Please correct the series identifier
accordingly.

 Response: The Fund has updated its series identifier on EDGAR to “Fixed Income SHares: Series
LD.”

 PIMCO Managed Accounts Trust (Series M) (for purposes of this response, the “Fund”)

6.
Comment: The Fund has a policy to normally invest substantially all (and at least 80%) of its net assets (plus borrowings made for investment purposes) in a portfolio of fixed income instruments comprised of
mortgage- and other asset-backed securities including (but not limited to): mortgage pass-through securities; collateralized mortgage obligations; commercial mortgage-backed securities; mortgage dollar rolls; stripped mortgage-backed securities;
debt securities issued by states or local governments and their agencies, authorities and other instrumentalities; bank certificates of deposit, fixed time deposits and bankers’ acceptances; other securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans on real property; repurchase agreements and reverse repurchase agreements; and derivative instruments that have economic characteristics similar to the securities
referenced above (the “80% Policy”). However, according to the Fund’s Schedule of Investments, the Fund had 51.6% of its total investments in corporate bonds and notes and 13.2% in short-term instruments. Please explain how these
positions are consistent with the Fund’s 80% Policy.

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 Response: The Fund confirms that it is, and was as of the date of the Annual Report, in
compliance with the 80% Policy recited above. We note that the 80% Policy does not provide that the Fund will invest at least 80% in mortgage-related securities, but that it will invest at least 80% in “a portfolio of fixed income
instruments.” It then goes on to describe types of fixed income instruments that may comprise the portfolio, which it lists as “mortgage- and other asset-backed securities including (but not limited to):”, followed by a sizeable list
of non-exclusive examples intended to fit this broad description of fixed income instruments, including, among others, debt securities issued by states or local governments and their agencies, authorities and other instrumentalities; bank
certificates of deposit, fixed time deposits and banker’ acceptances; repurchase agreements and reverse repurchase agreements; and derivative instruments that have economic characteristics similar to the securities referenced above. The Fund
confirms that, as of October 31, 2014, the Fund held more than 80% of its net assets (plus borrowings made for investment purposes) in fixed income instruments of the types set forth in the 80% Policy.

In this regard, we note that the Fund’s name does not include the word “mortgage” or some similar term, and that the Fund is
not subject to an 80% test under Rule 35d-1 of the 1940 Act with respect to mortgage-related investments. This is reflected in disclosure in the “Principal Investment Strategies” section of the Fund’s Prospectus, which follows
disclosure reciting the 80% Policy, providing that “[t]he [Fund] will not change its policy to, under normal circumstances, invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income
instruments unless the [Fund] provides shareholders with the notice required by Rule 35d-1 under the Investment Company Act of 1940 . . . .” (Emphasis added).

Also, by way of clarification, we note that the percentages listed next to the asset-category headings in the Fund’s Schedule of
Investments (e.g., “corporate bonds and notes”) relate to the Fund’s total net assets available to common shareholders, which differs from “net assets (plus borrowings made for investment purposes)” as used in the 80%
Policy.

 PIMCO Global StocksPLUS & Income Fund, PIMCO Income Opportunity Fund, PIMCO Corporate & Income Opportunity Fund and PIMCO
Corporate & Income Strategy Fund (for purposes of this response, each, a “Fund” and, collectively, the “Funds”)

7.
Comment: The Schedules of Investments in the Funds’ Annual Reports indicate that, as of the end of the respective Fund’s fiscal year, each Fund had invested greater than 25% of its total assets in
investments included under the “Mortgage-Backed Securities” heading (PGP—65.8%, PKO—42.7%, PCN—43.7% and PTY—48.8%), which appear to include only privately-issued mortgage-backed securities (“PMBS”).
Please explain how the Funds are in compliance with their fundamental investment policies to not concentrate (i.e., invest more than 25% of total assets) their investments in any particular industry. We note the Staff’s position that
PMBS are part of an industry for these purposes.

 Response: In response to the Staff’s comments in connection
with its review of PKO’s initial registration statement, PKO stated that the Fund associates each PMBS it holds with an “industry” for purposes of the Funds’ fundamental investment policies regarding industry concentration,
taking into account the economic characteristics of such PMBS and in accordance with PIMCO’s internally developed classification system for PMBS. PKO has represented to us that, as of the date of each Fund’s respective Annual Report, the
Fund was not concentrated in

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any part