JPMorgan Reports 16.56% Stake in PIMCO Municipal Income Fund II Preferred Shares

Rhea-AI Filing Summary

JPMorgan Chase Bank, N.A. reports beneficial ownership of 1,212 Remarketable Variable Rate MuniFund Term Preferred Shares of PIMCO Municipal Income Fund II, representing 16.56% of the preferred class. JPM retains voting and disposition rights for shares not assigned to a voting trust, while 1,212 shares are recorded with shared voting power and sole dispositive power rests with JPM. JPM deposited 100% of the shares into a tender option bond trust that holds title but does not have power to dispose or vote the shares. Prior shares from two related PIMCO funds were exchanged for Issuer shares, and a Voting Trust arrangement assigns certain voting rights to a trustee who follows recommendations from a voting consultant.

Positive

• Clear disclosure of beneficial ownership amounting to 1,212 shares and 16.56% of the preferred class
• Voting arrangements are documented, including the Voting Trust and Voting Consultant structure, providing transparency on who will determine votes
• Title separation via TOB is disclosed, clarifying that the trust holds title while JPM retains voting and dispositive powers

Negative

• Significant concentration in a single reporting person (16.56% of the preferred class) which may influence preferred-class matters
• Voting rights partially assigned to a Voting Trust where an external consultant recommends votes, which reduces JPM’s direct unilateral voting control over assigned shares

Insights

Financial Analyst

TL;DR: A large bank reports a >15% preferred-class stake with voting rights allocated between JPM and a voting trust.

The filing documents a concentrated position of 1,212 RVMTP shares, equal to 16.56% of the preferred class, which is material for preferred shareholders because it discloses where voting authority and disposition rights lie. The arrangement shows title separation via a TOB (trust holds title but lacks disposition and voting rights) and an explicit Voting Trust mechanism where a Voting Consultant recommends votes to a Voting Trustee. For investors, this clarifies control mechanics and who will effectively direct voting on matters related to these preferred shares.

Corporate Governance Expert

TL;DR: Governance structure splits voting power through a Voting Trust and retains JPM’s dispositive control.

The disclosure outlines a governance construct in which JPM assigned certain class voting rights to a Voting Trust that relies on an external Voting Consultant for recommendations; the Voting Trustee is obligated to follow those recommendations. JPM retained voting rights not assigned to the Trust and retains sole dispositive power for the reported shares. This arrangement is material to shareholder governance because it defines which parties influence votes and how votes are determined for the specified preferred shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

PIMCO Municipal Income Fund II

(Name of Issuer)

Remarketable Variable Rate MuniFund Term Preferred Shares

(Title of Class of Securities)

72200W874

(CUSIP Number)

08/01/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 72200W874

1

Names of Reporting Persons

JPMorgan Chase Bank, National Association

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,212.00
7	Sole Dispositive Power 1,212.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,212.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.56 %

12

Type of Reporting Person (See Instructions)

BK

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PIMCO Municipal Income Fund II
(b)	Address of issuer's principal executive offices: 1633 Broadway, New York, NY, 10019
Item 2.
(a)	Name of person filing: JPMorgan Chase Bank, National Association ("JPM")
(b)	Address or principal business office or, if none, residence: 1111 Polaris Parkway Columbus, OH 43240
(c)	Citizenship: United States of America
(d)	Title of class of securities: Remarketable Variable Rate MuniFund Term Preferred Shares
(e)	CUSIP No.: 72200W874
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,212
(b)	Percent of class: 16.56%* *Represents percentage ownership of RVMTP Shares as a percentage of all preferred shares outstanding and is calculated based on information supplied by the Issuer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,212** ** On June 12, 2024 JPM assigned certain preferred class voting rights on the RVMTP Shares to a voting trust (the "Voting Trust") created pursuant to the Voting Trust Agreement, dated June 12, 2024 among JPM, Lord Securities Corporation, as trustee (the "Voting Trustee") and Institutional Shareholder Services Inc. (the "Voting Consultant"). Voting and consent rights on the RVMTP Shares not assigned to the Voting Trust have been retained by JPM. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent.
	(iii) Sole power to dispose or to direct the disposition of: 1,212
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. On June 12, 2024, JPM acquired 687 RVMTP Shares from the Issuer and on July 1, 2024 JPM deposited 100% of the RVMTP Shares into a tender option bond trust (a "TOB") named the J.P. Morgan Putters/Drivers, Series 5063 Trust. The TOB has title to 100% of the VMTP Shares but does not have the power to dispose or direct the disposition of the RVMTP Shares. No voting rights on the RVMTP Shares have been transferred to the TOB and voting rights on the RVMTP Shares are retained by JPM and the Voting Trust as described in Item 4. In connection with the reorganization of PIMCO Municipal Income Fund III ("PMX") and PIMCO Municipal Income Fund ("PMF", and together the "Target Funds") into the Issuer, 525 RVMTP Shares, comprised of 343 RVMTP Shares issued by PMX and 182 RVMTP Shares issued by PMF, each of which was indirectly beneficially owned by JPM were exchanged for an equal number of RVMTP Shares of the Issuer in a cashless transaction. 343 RVMTP Shares are held in a trust designated as the J.P. Morgan Putters/Drivers, Series 5064 Trust and 182 RVMTP Shares are held in a trust designated as the J.P. Morgan Putters/Drivers, Series 5062 Trust. JPM, as a beneficiary of each of these trusts, and through its contractual rights, retains an indirect beneficial ownership in the RVMTP Shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JPMorgan Chase Bank, National Association

Signature:	/s/ Adrian Budischak
Name/Title:	Adrian Budischak / Authorized Signatory
Date:	09/02/2025

FAQ

How many RVMTP shares of PML does JPMorgan Chase Bank beneficially own?

JPMorgan Chase Bank beneficially owns 1,212 RVMTP shares of PIMCO Municipal Income Fund II.

What percentage of the preferred class does JPM's holding represent for PML?

The reported ownership represents 16.56% of the preferred class of Remarketable Variable Rate MuniFund Term Preferred Shares.

Does JPM retain voting or disposal power over the reported shares of PML?

JPM has shared voting power for 1,212 shares and sole dispositive power for 1,212 shares; certain voting rights were assigned to a Voting Trust with a Voting Trustee following recommendations of a Voting Consultant.

Were any shares moved into trusts or other vehicles for PML and do those trusts control the shares?

Yes; 100% of the RVMTP shares were deposited into a tender option bond trust that holds title but does not have the power to dispose of or vote the shares; voting rights remain with JPM and the Voting Trust as disclosed.

Did JPM acquire shares from related PIMCO funds in connection with a reorganization?

Yes; 525 RVMTP shares previously indirectly beneficially owned by JPM from two related PIMCO funds were exchanged for an equal number of Issuer shares in a cashless transaction, and those shares are held in designated trusts where JPM is a beneficiary.