| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED |
| (b) | Name of Issuer:
PIMCO MUNICIPAL INCOME FUND |
| (c) | Address of Issuer's Principal Executive Offices:
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Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated April 17, 2024 and filed with the SEC on April 24, 2024 (as amended to the date hereof, the "Original Schedule 13D"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the remarketable variable rate munifund term preferred shares, series 2054 (CUSIP No. 72200R883) ("RVMTP Shares") of PIMCO Municipal Income Fund (the "Issuer").
This Amendment is being filed as result of the reorganization of the Issuer and PIMCO Municipal Income Fund III into PIMCO Municipal Income Fund II ("PML") on August 1, 2025 (the "Reorganization") pursuant to which BAPFC exchanged 1,340 RVMTP Shares of the Issuer (CUSIP No. 72200R883) for an equal number of RVMTP Shares of PML (CUSIP No. 72200W882). |
| Item 2. | Identity and Background |
|
| (c) | Item 2(c) of the Original Schedule 13D is hereby amended by:
deleting Schedule I referenced therein and replacing it with Schedule I included with this Amendment. |
| (d) | Item 2(d) of the Original Schedule 13D is hereby amended by:
deleting Schedule II referenced therein and replacing it with Schedule II included with this Amendment. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
"In connection with the Reorganization, BAPFC exchanged 1,340 RVMTP Shares, Series 2054, of the Issuer (CUSIP No. 72200R883) for an equal number of RVMTP Shares of PML (CUSIP No. 72200W882). As a result of the Merger, the Reporting Persons no longer own any RVMTP Shares of the Issuer." |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
"As a result of the Reorganization, the Reporting Persons no longer own any RVMTP Shares of the Issuer." |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Paragraph (a) of Item 5 of the Original Schedule 13D is hereby amended and restated to read as follow: "The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment are incorporated herein by reference". |
| (b) | Paragraph (b) of Item 5 of the Original Schedule 13D is hereby amended and restated to read as follow: "The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment are incorporated herein by reference." |
| (c) | Paragraph (c) of Item 5 of the Original Schedule 13D is hereby amended and restated to read as follow: Not Applicable |
| (e) | Paragraph (d) of Item 5 of the Original Schedule 13D is hereby amended and restated to read as follow: "On August 1, 2025, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities." |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:
"The responses of the Reporting Persons in Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements and financing arrangements relating to the RVMTP Shares have been terminated as a result of the Reorganization of Issuer." |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits:
"Exhibit Description of Exhibit
99.1 Joint Filing Agreement
99.2 Power of Attorney
99.6 Schedule I
99.7 Schedule II" |
