Edgar Filing: PIMCO CALIFORNIA MUNICIPAL INCOME FUND II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number	811-21077


PIMCO California Municipal Income Fund II

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York,	New York 10105

(Address of principal executive offices)	(Zip code)

Lawrence G. Altadonna - 1345 Avenue of the Americas, New York, New York 10105

(Name and address of agent for service)


Registrant’s telephone number, including area code:	212-739-3371


Date of fiscal year end:	May 31, 2009


Date of reporting period:	May 31, 2009

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1. REPORT TO SHAREHOLDERS




	PIMCO Municipal Income Fund II
	PIMCO California Municipal Income Fund II
	PIMCO New York Municipal Income Fund II





	Annual Report
	May 31, 2009


		Contents

		Letter to Shareholders		1

		Fund Insights/Performance & Statistics		2-7

		Schedules of Investments		8-23

		Statements of Assets and Liabilities		24

		Statements of Operations		25

		Statements of Changes in Net Assets		26-27

		Statements of Cash Flows		28-29

		Notes to Financial Statements		30-43

		Financial Highlights		44-46

		Report of Independent Registered Public Accounting Firm		47

		Portfolio Manager Change/Change to the Funds’ Investment Policies and Related Risks		48

		Tax Information/Annual Shareholder Meetings Results		49

		Privacy Policy/Proxy Voting Policies & Procedures		50

		Dividend Reinvestment Plan		51

		Board of Trustees		52-53

		Fund Officers		54

PIMCO Municipal Income Funds II Letter to Shareholders

July 15, 2009

Dear Shareholder:

We are pleased to provide you with the annual report for PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II, and PIMCO New York Municipal Income Fund II (collectively, the “Funds”) for the fiscal year ended May 31, 2009.

During the first part of the reporting period, greater risk-aversion brought on by the deepening financial crisis led to more sellers than buyers in the municipal bond market. This was a primary factor in causing prices on municipal securities to decline and yields to increase during the reporting period. Municipal bond markets rallied slightly during the second part of the reporting period, as improved liquidity and attractive yields due to oversold conditions encouraged investors to re-enter the market. The municipal bond market is transitioning from a market focused on rates to one primarily focused on credit quality, in part due to the loss of the large municipal bond insurers who provided guarantees on many municipal bonds. Additionally, while liquidity returned somewhat in the second part of the reporting period, large institutional investors, such as insurance companies and banks, remained on the sidelines as they focused on rebuilding their balance sheets, and much of the buying came from individual investor activity.

The unprecedented liquidity constraints and resulting imbalances in the financial markets during the reporting period initiated the following important actions by the Funds:


•	PIMCO California Municipal Income Fund II and PIMCO New York Municipal Income Fund II resumed payment of previously declared but postponed common share dividends. Severe market disruptions during the first portion of the reporting period negatively impacted prices for securities, causing asset ratios to decline below an asset coverage level of at least 200%. This prevented the Funds from paying common share dividends until the asset coverage level returned to a level of at least 200%.

•	In January 2009, the Funds redeemed portions of their Auction Rate Preferred Shares (“ARPS”). PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and PIMCO New York Municipal Income Fund II redeemed $138 million, $97 million and $11 million, respectively. All ARPS redemptions were executed at the full liquidation preference of $25,000 per share. The redemptions were intended to resolve issues that served as impediments to the goal of regular, uninterrupted dividend payments on the Funds’ common shares.

•	On April 6, 2009, the Funds announced a change increasing the amount of Residual Interest Municipal Bonds (“RIBs”) in which a Fund may invest to 15% from 10% of their total assets. The change potentially allows the Funds to earn additional tax-free income. In addition, the use of RIBs, which results in a form of economic leverage, may allow the Funds to replace or increase leverage to some degree.

Press releases that include further information on these Fund actions, including more detailed descriptions of potential benefits and risks, are available at www.allianzinvestors.com/closedendfunds.

For specific information on the Funds and their performance, please review the following pages. If you have any questions regarding the information provided, we encourage you to contact your financial advisor or call the Funds’ shareholder servicing agent at (800) 254-5197. In addition, a wide range of information and resources is available on our website www.allianzinvestors.com/closedendfunds.

Together with Allianz Global Investors Fund Management LLC, the Funds’ investment manager, and Pacific Investment Management Company LLC (“PIMCO”), the Funds’ sub-adviser, we thank you for investing with us.

Sincerely,



Hans W. Kertess		Brian S. Shlissel
Chairman		President & Chief Executive Officer

5.31.09 | PIMCO Municipal Income Funds II Annual Report 1

PIMCO Municipal Income Fund II Fund Insights

May 31, 2009 (unaudited)


•	For the fiscal year ended May 31, 2009, PIMCO Municipal Income Fund II declined 29.83% on net asset value (“NAV”) and 26.46% on market price, compared with declines of 5.77% on net asset value and 7.68% on market price for the Lipper Analytical General Municipal Debt Funds (Leveraged) Average.

•	High-quality municipal bond yields moved lower across the yield curve during the twelve-month period, with a more pronounced decline at the front end of the yield curve. Yields moved higher during the second half of 2008, but thus far in 2009 there has been a rebound across the yield curve, with municipal bond yields moving lower.

•	Duration hedging strategies in longer-maturity swaps detracted from performance as longer maturity swap rates moved significantly lower during the reporting period, with much of the move occurring in the fourth quarter of 2008.

•	Municipal-to-U.S. Treasury yield ratios were very volatile during the period, crossing levels in late 2008 that were not experienced before. However, this ratio moved lower in the first part of 2009, with the 10-year ratio decreasing to 87% and the 30-year ratio increasing to 106%.

•	Holdings in the tobacco-securitization sector detracted from performance as this sector underperformed primarily in the fourth quarter of 2008 due to the extreme flight-to-quality. However, the sector partially rebounded year-to-date, especially during May 2009.

•	Exposure to corporate-backed municipals detracted from performance as this sector underperformed during the reporting period, which was similar to the underperformance in the taxable corporate securities sector. However, this sector experienced a partial rebound in the latter part of the reporting period.

•	Exposure to both pre-refunded and general obligation issues benefited returns as both sectors performed well due to increased investor risk aversion resulting from the financial crisis. However, these sectors underperformed in the last few months of the period, as investors moved further out on the risk spectrum.

•	Exposure to zero-coupon municipals detracted from performance as this sector underperformed the unmanaged Barclays Capital Zero Coupon Index, which declined 6.83% during the reporting period. However, this sector experienced a partial rebound in the latter part of the period and zero coupon municipal yields moved lower.

•	The municipal yield curve steepened significantly during the twelve-month period, with investor demand more concentrated on shorter maturities. Longer-maturity yields increased slightly and shorter-maturity yields moved significantly lower. The 15- and 20-year maturity AAA general obligation yields decreased 38 and 11 basis points, respectively, while the 30-year maturity yield increased 12 basis points. The two-year yield decreased 131 basis points during the comparable period. Significant exposure to longer-maturity municipals detracted from performance as the long portion of the yield curve underperformed.

•	Compared to long-taxable sectors, long municipal issues underperformed primarily due to the rally in U.S. Treasuries in the fourth quarter of 2008. The Barclays Capital Long Municipal Bond Index (an unmanaged index generally representative of the long-term tax-exempt bond market) declined 2.50%, while the Barclays Capital Long Government/Credit (an unmanaged index generally representative of long-term government and investment grade corporate debt securities) and the Barclays Capital Long U.S. Treasury (an unmanaged index of Treasury securities of varying maturities greater than 10 years) Indices advanced 3.00% and 8.47%, respectively.

•	Municipal bond issuance in 2008 was approximately 9% lower than in 2007. Year-to-date issuance has been more robust with a variety of issuers re-entering the market. Municipal bond issuance for the period from January through May 2009 was $152.85 billion, 15% lower than in the period from January through May 2008 when issuance reached $180.72 billion.

2 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO Municipal Income Fund II Fund Insights/Performance & Statistics

May 31, 2009 (unaudited)


Total Return⁽¹⁾:	Market Price	Net Asset Value (“NAV”		)

1 Year	(26.46)%		(29.83	)%

5 Year	(0.06)%		(2.39	)%

Commencement of Operations (6/28/02) to 5/31/09	0.14%		(0.17	)%

Common Share Market Price/NAV Performance:
Commencement of Operations (6/28/02) to 5/31/09


	Market Price

	NAV

(LINE GRAPH)


Market Price/NAV:

Market Price			$9.56

NAV			$8.97

Premium to NAV			6.58%

Market Price Yield⁽²⁾			8.16%

Moody’s Ratings
(as a % of total investments)

(PIE CHART)

(1)	Past performance is no guarantee of future results. Total return is calculated by determining the percentage change in net asset value or market share price (as applicable) in the specified period. The calculation assumes that all income dividends and capital gain distributions have been reinvested. Total return does not reflect broker commissions or sales charges. Total return for a period of more than one year represents the average annual total return.

	Performance at market price will differ from its results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in Fund distributions.

	An investment in the Fund involves risk, including the loss of principal. Total return, market price, market yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a onetime public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is equal to total assets attributable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

(2)	Market Price Yield is determined by dividing the annualized current monthly per share dividend (comprised from net investment income) payable to common shareholders by the market price per common share at May 31, 2009.

5.31.09 | PIMCO Municipal Income Funds II Annual Report 3

PIMCO California Municipal Income Fund II Fund Insights

May 31, 2009 (unaudited)


•	For the fiscal year ended May 31, 2009, PIMCO California Municipal Income Fund II declined 38.32% on net asset value (“NAV”) and 32.26% on market price, compared with declines of 6.65% on net asset value and 11.32% on market price for the Lipper California Municipal Debt Funds Average.

•	High-quality municipal bond yields moved lower across the yield curve during the twelve-month period, with a more pronounced decline at the front end of the yield curve. Yields moved higher during the second half of 2008, but thus far in 2009 there has been a rebound across the yield curve, with municipal bond yields moving lower.

•	Duration hedging strategies in longer-maturity swaps detracted from performance as longer maturity swap rates moved significantly lower during the reporting period, with much of the move occurring in the fourth quarter of 2008.

•	Municipal-to-U.S. Treasury yield ratios were very volatile during the period, crossing levels in late 2008 that were not experienced before. However, this ratio moved lower in the first part of 2009, with the 10-year ratio decreasing to 87% and the 30-year ratio increasing to 106%.

•	Holdings in the tobacco-securitization sector detracted from performance as this sector underperformed primarily in the fourth quarter of 2008 due to the extreme flight-to-quality. However, the sector has partially rebounded year-to-date, especially in the month of May 2009.

•	Exposure to corporate-backed municipals detracted from performance as this sector underperformed during the reporting period, which was similar to the underperformance in the taxable corporate securities sector. However, this sector experienced a partial rebound in the latter part of the reporting period.

•	Exposure to both pre-refunded and general obligation issues benefited returns as both sectors performed well due to increased investor risk aversion resulting from the financial crisis. However, these sectors underperformed in the last few months of the period, as investors moved further out on the risk spectrum.

•	Exposure to zero-coupon municipals detracted from performance as this sector underperformed the unmanaged Barclays Capital Zero Coupon Index, which declined 6.83% during the reporting period. However, this sector rebounded in the latter part of the period and zero coupon municipal yields moved lower.

•	Municipal bonds within California, as represented by the California component of the Barclays Capital Municipal Bond Index, underperformed the Barclays Capital Municipal Bond Index (“National Index”), returning 1.47%, compared to 3.57% for the National Index. Year-to-date through May 2009, California issued $30.58 billion in new municipal bonds, 2% lower than the comparable period in 2008.

•	Long California municipal bonds, as represented by the Barclays Capital California Municipal Bond Long (22+) Index, declined 4.90% and underperformed the Barclays Capital Long Municipal Bond Index, an unmanaged index generally representative of the long-term tax-exempt bond market, which declined 2.50%. The California municipal yield curve steepened with 30-year yields increasing 95 basis points, while two-year yields decreased 34 basis points. Significant exposure to longer maturities detracted from performance as the long portion of the California municipal yield curve underperformed during the twelve-month period.

4 PIMCO Municipal Income Funds II Annual Report | 5.31.09


PIMCO California Municipal Income Fund II Fund Insights/Performance & Statistics
May 31, 2009 (unaudited)


Total Return⁽¹⁾:	Market Price		Net Asset Value (“NAV”)

1 Year	(32.26	)%		(38.32	)%

5 Year	(1.41	)%		(4.84	)%

Commencement of Operations (6/28/02) to 5/31/09	(1.00	)%		(2.59	)%

Common Share Market Price/NAV Performance:

Commencement of Operations (6/28/02) to 5/31/09


	Market Price

	NAV

(LINE GRAPH)


Market Price/NAV:

Market Price			$8.78

NAV			$7.48

Premium to NAV			17.38%

Market Price Yield⁽²⁾			9.13%

Moody’s Rating
(as a % of total investments)

(PIE CHART)

(1)	Past performance is no guarantee of future results. Total return is calculated by determining the percentage change in net asset value or market share price (as applicable) in the specified period. The calculation assumes that all income dividends and capital gain distributions have been reinvested. Total return does not reflect broker commissions or sales charges. Total return for a period of more than one year represents the average annual total return.

	Performance at market price will differ from its results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in Fund distributions.

	An investment in the Fund involves risk, including the loss of principal. Total return, market price, market yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a onetime public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is equal to total assets attributable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

(2)	Market Price Yield is determined by dividing the annualized current monthly per share dividend (comprised from net investment income) payable to common shareholders by the market price per common share at May 31, 2009.

5.31.09 | PIMCO Municipal Income Funds II Annual Report 5

PIMCO New York Municipal Income Fund II Fund Insights

May 31, 2009 (unaudited)


•	For the fiscal year ended May 31, 2009, PIMCO New York Municipal Income Fund II declined 24.34% on net asset value (“NAV”) and 22.95% on market price, compared with declines of 6.05% on net asset value and 8.50% on market price for the Lipper New York Municipal Debt Funds Average.

•	High-quality municipal bond yields moved lower across the yield curve during the twelve-month period, with a more pronounced decline at the front end of the yield curve. Yields moved higher during the second half of 2008, but thus far in 2009 there has been a rebound across the yield curve, with municipal bond yields moving lower.

•	Duration hedging strategies in longer-maturity swaps detracted from performance as longer maturity swap rates moved significantly lower during the reporting period, with much of the move occurring in the fourth quarter of 2008.

•	Municipal-to-U.S. Treasury yield ratios were very volatile during the period, crossing levels in late 2008 that were not experienced before. However, this ratio moved lower in the first part of 2009, with the 10-year ratio decreasing to 87% and the 30-year ratio increasing to 106%.

•	Holdings in the tobacco-securitization sector detracted from performance as this sector underperformed primarily in the fourth quarter of 2008 due to the extreme flight-to-quality. However, the sector has partially rebounded year-to-date, especially in the month of May 2009.

•	Exposure to corporate-backed municipals detracted from performance as this sector underperformed during the reporting period, which was similar to the underperformance in the taxable corporate securities sector. However, this sector experienced a partial rebound in the latter part of the reporting period.

•	Exposure to both pre-refunded and general obligation issues benefited returns as both sectors performed well due to increased investor risk aversion resulting from the financial crisis. However, these sectors underperformed in the last few months of the period, as investors moved further out on the risk spectrum.

•	Exposure to zero-coupon municipals detracted from performance as this sector underperformed the unmanaged Barclays Capital Zero Coupon Index, which declined 6.83% during the reporting period. However this sector rebounded in the latter part of the period and zero coupon municipal yields moved lower.

•	Municipal bonds within New York, as represented by the New York component of the Barclays Capital Municipal Bond Index, slightly outperformed the Barclays Capital Municipal Bond Index (“National Index”) returning 3.71%, as compared to 3.57% for the National Index. Year-to-date through May 2009, issuers in New York State issued $15.43 billion in bonds, 5% lower than the comparable period in 2008. New York ranks second nationwide in total issuance of municipal bonds.

•	Long New York municipal bonds, as represented by the Barclays Capital New York Municipal Bond Long (22+) Index, declined 1.49% and slightly outperformed the Barclays Capital Long Municipal Bond Index, an unmanaged index generally representative of the long-term tax-exempt bond market, which declined 2.50%. The New York yield curve steepened with 30-year yields increasing 30 basis points, while two-year yields decreased 89 basis points. The New York municipal funds also had significant positions in the longer portion of the yield curve, which detracted from performance as that portion of the yield curve underperformed shorter maturities during the twelve-month period.

6 PIMCO Municipal Income Funds II Annual Report | 5.31.09


PIMCO New York Municipal Income Fund II Fund Insights/Performance & Statistics
May 31, 2009 (unaudited)


Total Return⁽¹⁾:	Market Price		Net Asset Value (“NAV”)

1 Year	(22.95	)%		(24.34	)%

5 Year	1.60	%		(0.55	)%

Commencement of Operations (6/28/02) to 5/31/09	0.92	%		0.55	%

Common Share Market Price/NAV Performance:

Commencement of Operations (6/28/02) to 5/31/09


	Market Price

	NAV

(LINE GRAPH)


Market Price/NAV:

Market Price			$10.26

NAV			$9.56

Premium to NAV			7.32%

Market Price Yield⁽²⁾			7.75%

Moody’s Ratings
(as a % of total investments)

(PIE CHART)

(1)	Past performance is no guarantee of future results. Total return is calculated by determining the percentage change in net asset value or market share price (as applicable) in the specified period. The calculation assumes that all income dividends and capital gain distributions have been reinvested. Total return does not reflect broker commissions or sales charges. Total return for a period of more than one year represents the average annual total return.

	Performance at market price will differ from its results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in Fund distributions.

	An investment in the Fund involves risk, including the loss of principal. Total return, market price, market yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a onetime public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is equal to total assets attributable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

(2)	Market Price Yield is determined by dividing the annualized current monthly per share dividend (comprised from net investment income) payable to common shareholders by the market price per common share at May 31, 2009.

5.31.09 | PIMCO Municipal Income Funds II Annual Report 7

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

MUNICIPAL BONDS & NOTES—97.1%
		Alabama—1.0%
$	10,000	Birmingham Baptist Medical Centers Special Care Facs.
		Financing Auth. Rev., Baptist Health Systems, Inc.,
		5.00%, 11/15/30, Ser. A		Baa1/NR	$	7,285,900
	1,235	Montgomery BMC Special Care Facs. Financing Auth. Rev.,
		5.00%, 11/15/29, Ser. B (NPFGC)		A3/AA		1,058,210
	2,650	Tuscaloosa Educational Building Auth. Rev.,
		Stillman College Project, 5.00%, 6/1/26, Ser. A		NR/BBB-		1,931,982

						10,276,092

		Alaska—0.7%
	5,900	Northern Tobacco Securitization Corp. Rev.,
		5.00%, 6/1/46, Ser. A		Baa3/NR		3,405,185
	3,550	State Housing Finance Corp. Rev.,
		5.25%, 6/1/32, Ser. C (NPFGC)		Aa2/AA		3,526,570

						6,931,755

		Arizona—9.5%
		Health Facs. Auth. Rev., Banner Health,
	3,500	5.00%, 1/1/35, Ser. A		NR/AA-		3,248,350
	2,860	5.50%, 1/1/38, Ser. D		NR/AA-		2,824,078
	29,700	Pima Cnty. Industrial Dev. Auth. Rev.,
		Correctional Facs., 5.00%, 9/1/39		Aa2/AA		27,936,711
		Salt River Project Agricultural Improvement &
		Power Dist. Rev., Ser. A (h),
	41,100	5.00%, 1/1/37		Aa1/AA		41,487,984
	10,000	5.00%, 1/1/39		Aa1/AA		10,113,400
	10,500	Salt Verde Financial Corp. Rev., 5.00%, 12/1/37		A3/A		8,391,810

						94,002,333

		Arkansas—0.2%
	13,000	Dev. Finance Auth. Rev., Arkansas Cancer Research
		Center Project, zero coupon, 7/1/46 (AMBAC)		Aa3/NR		1,680,640

		California—4.9%
	6,000	Golden State Tobacco Securitization Corp. Rev.,
		5.00%, 6/1/33, Ser. A-1		Baa3/BBB		4,166,400
	1,365	Lynwood Utility Auth. Rev., 5.00%, 6/1/29, Ser. A		Aa2/AAA		1,326,343
	2,000	Montebello Unified School Dist., GO, 5.00%, 8/1/33 (FSA)		Aa3/AAA		1,958,660
	10,500	State, GO, 6.00%, 4/1/38		A2/A		10,821,195
		Statewide Communities Dev. Auth. Rev.,
	4,700	Baptist Univ., 9.00%, 11/1/17, Ser. B (a)(d)		NR/NR		3,917,309
		Methodist Hospital Project (FHA),
	5,500	6.625%, 8/1/29		Aa2/AA		5,945,115
	19,500	6.75%, 2/1/38		Aa2/AA		20,920,770

						49,055,792

		Colorado—5.8%
	500	Colorado Health Facs. Auth. Rev.,
		Evangelical Lutheran, 6.125%, 6/1/38, Ser. A		A3/A-		497,645
	11,250	Denver City & Cnty. Rev., 5.00%, 11/15/25, Ser. B (FSA)		Aa3/AAA		11,280,825

8 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Colorado—(continued)
		Health Facs. Auth. Rev.,
$	1,000	American Baptist Homes, 5.90%, 8/1/37, Ser. A		NR/NR	$	663,940
	25,000	Catholic Health Initiatives, 5.50%, 3/1/32, Ser. A		NR/AA		25,718,000
	18,305	Exempla, Inc., 5.625%, 1/1/33, Ser. A		A1/A-		16,446,676
	2,000	Evergreen Country Day School, Inc. Project,
		5.875%, 6/1/37 (a)(d)		NR/BB		1,277,500
	1,430	Public Auth. for Colorado Energy Rev., 6.50%, 11/15/38		A2/A		1,407,821

						57,292,407

		Florida—5.0%
	8,500	Broward Cnty. Water & Sewer Utility Rev.,
		5.25%, 10/1/34, Ser. A (h)		Aa3/AA		8,599,365
	1,000	Clearwater Water Rev., 5.25%, 12/1/39, Ser. A		A2/AA-		971,870
	2,335	Hillsborough Cnty. Industrial Dev. Auth. Pollution Control Rev.,
		Tampa Electric Co. Project, 5.50%, 10/1/23		Baa2/BBB-		2,341,842
	7,135	Jacksonville Health Facs. Auth. Rev.,
		Ascension Health, 5.25%, 11/15/32, Ser. A		Aa1/AA		7,002,717
	3,000	Leesburg Hospital Rev., Leesburg Regional Medical
		Center Project, 5.50%, 7/1/32		Baa1/BBB+		2,441,430
	990	Miami-Dade Cnty. Rev., 5.50%, 10/1/36, Ser. A		A2/A-		965,329
	500	Sarasota Cnty. Health Fac. Auth. Rev., 5.75%, 7/1/37		NR/NR		354,625
	7,900	State Board of Education, GO, 5.00%, 6/1/38, Ser. D (h)		Aa1/AAA		7,745,871
	6,205	State Governmental Utility Auth. Rev.,
		Barefoot Bay Utilities System, 5.00%, 10/1/29 (AMBAC)		NR/NR		6,212,694
	5,000	Sumter Landing Community Dev. Dist. Rev.,
		4.75%, 10/1/35, Ser. A (NPFGC)		Baa1/AA-		2,810,550
	10,000	Tallahassee Water & Sewer Rev., 5.00%, 10/1/37 (h)		Aa2/AA		9,820,900
	1,500	Winter Springs Water & Sewer Rev.,		NR/AA-
		zero coupon, 10/1/29 (FGIC-NPFGC)				530,415

						49,797,608

		Georgia—0.2%
	2,775	Medical Center Hospital Auth. Rev.,
		Spring Harbor Green Island Project, 5.25%, 7/1/37		NR/NR		1,883,254

		Illinois—13.1%
	2,935	Central Lake Cnty. JT Action Water Agcy. Rev.,
		5.125%, 5/1/28, Ser. A (AMBAC)		Aa3/NR		3,017,503
	1,250	Chicago Motor Fuel Tax Rev., 5.00%, 1/1/38, Ser. A		Aa2/AAA		1,248,062
		Chicago, GO,
	10,000	5.00%, 1/1/34, Ser. C (h)		Aa3/AA-		9,832,900
	1,635	5.125%, 1/1/29, Ser. A (FGIC-NPFGC)		Aa3/NR		1,638,025
	4,065	5.50%, 1/1/40, Ser. C (FGIC-NPFGC)		Aa3/AA-		4,084,553
		Chicago, Lake Shore East, Special Assessment,
	3,162	6.625%, 12/1/22		NR/NR		2,515,086
	6,700	6.75%, 12/1/32		NR/NR		4,963,829
	5,000	Cicero, GO, 5.25%, 12/1/31 (NPFGC)		Baa1/AA-		5,126,500
	6,440	Cook Cnty., GO, 5.00%, 11/15/28, Ser. A (FGIC-NPFGC)		Aa2/AA		6,449,596
		Finance Auth. Rev., Ser. A,
	2,500	Christian Homes, Inc., 5.75%, 5/15/31		NR/NR		1,727,800

5.31.09 | PIMCO Municipal Income Funds II Annual Report 9

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Illinois—(continued)
$	250	Leafs Hockey Club Project, 6.00%, 3/1/37		NR/NR	$	100,153
	700	OSF Healthcare Systems, 7.125%, 11/15/37		A2/A		732,697
	1,500	Sedgebrook, Inc., 6.00%, 11/15/42		NR/NR		894,555
	20,100	Health Facs. Auth. Rev., Elmhurst Memorial Healthcare,
		5.625%, 1/1/28		Baa1/NR		17,821,866
		Hillside, Tax Allocation, Mannheim Redev. Project,
	4,500	6.55%, 1/1/20		NR/NR		3,773,520
	2,900	7.00%, 1/1/28		NR/NR		2,253,909
	68,470	State Sports Facs. Auth. Rev., zero coupon, 6/15/30,
		(converts to 5.50% on 6/15/10) (AMBAC)		NR/A		63,568,917

						129,749,471

		Indiana—0.1%
	4,125	Fort Wayne Pollution Control Rev., General Motors Corp.
		Project, 6.20%, 10/15/25		Caa3/C		519,750
	990	Vigo Cnty. Hospital Auth. Rev., Union Hospital, Inc.,
		5.80%, 9/1/47 (a)(d)		NR/NR		688,406

						1,208,156

		Iowa—3.8%
		Finance Auth. Rev.,
		Deerfield Retirement Community, Inc., Ser. A,
	250	5.50%, 11/15/27		NR/NR		156,962
	1,075	5.50%, 11/15/37		NR/NR		607,461
	4,500	Edgewater LLC Project, 6.75%, 11/15/42		NR/NR		3,467,880
	850	Wedum Walnut Ridge LLC Project, 5.625%, 12/1/45, Ser. A		NR/NR		442,578
	46,000	Tobacco Settlement Auth. Rev., 5.60%, 6/1/34, Ser. B		Baa3/BBB		32,748,780

						37,423,661

		Kentucky—0.7%
		Economic Dev. Finance Auth. Hospital Facs. Rev.,
		Baptist Healthcare System, Ser. A,
	2,000	5.375%, 8/15/24		Aa3/NR		2,103,280
	2,500	5.625%, 8/15/27		Aa3/NR		2,591,100
	2,500	Catholic Healthcare Partners, 5.25%, 10/1/30		A1/AA-		2,371,200

						7,065,580

		Louisiana—4.4%
		Public Facs. Auth. Rev., Ochsner Clinic Foundation Project,
		Ser. B,
	4,000	5.50%, 5/15/32, (Pre-refunded @ $100, 5/15/26) (c)		Aaa/NR		4,717,040
	3,300	5.50%, 5/15/47		A3/NR		2,593,503
	44,395	Tobacco Settlement Financing Corp. Rev.,
		5.875%, 5/15/39, Ser.2001-B		Baa3/BBB		36,351,070

						43,661,613

		Maryland—0.5%
		Health & Higher Educational Facs. Auth. Rev.,
	1,000	Adventist Healthcare, 5.75%, 1/1/25, Ser. A		Baa2/NR		980,810
	1,010	King Farm Presbyterian Community, 5.30%, 1/1/37, Ser. A		NR/NR		580,497
	4,050	Washington Cnty. Hospital, 6.00%, 1/1/43		NR/BBB-		3,523,905

						5,085,212

10 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Massachusetts—7.9%
$	7,000	Boston Water Rev., 5.00%, 11/1/28, Ser. D (FGIC-NPFGC)		Aa2/AA+	$	7,017,850
	4,610	Dev. Finance Agcy. Rev., Adventcare Project,
		6.75%, 10/15/37, Ser. A		NR/NR		3,441,180
	2,900	State College Building Auth. Rev., 5.50%, 5/1/39, Ser. A		A1/A+		3,000,630
		State Turnpike Auth. Rev., Ser. A,
	4,295	4.75%, 1/1/34 (AMBAC)		Baa3/A		3,304,917
	51,830	5.00%, 1/1/37 (NPFGC)		Baa1/AA-		41,747,510
	10,325	5.00%, 1/1/39 (AMBAC)		Baa3/A		8,176,987
	12,050	State Water Res. Auth. Rev., 4.75%, 8/1/37, Ser. A (FSA) (h)		Aaa/AAA		11,579,086

						78,268,160

		Michigan—2.9%
	4,545	Garden City Hospital Finance Auth. Rev.,
		5.00%, 8/15/38, Ser. A		NR/NR		2,775,495
	800	Public Educational Facs. Auth. Rev., 6.50%, 9/1/37 (a)(d)		NR/BBB-		620,568
	3,000	Royal Oak Hospital Finance Auth. Rev.,
		William Beaumont Hospital, 8.25%, 9/1/39		A1/A		3,357,840
		State Hospital Finance Auth. Rev.,
	5,000	Ascension Health, 5.25%, 11/15/26, Ser. B		Aa1/AA		4,999,850
		Oakwood Group, Ser. A,
	13,500	5.75%, 4/1/32		A2/A		11,376,990
	1,925	6.00%, 4/1/22		A2/A		1,798,836
	6,000	Tobacco Settlement Finance Auth. Rev., 6.00%, 6/1/48, Ser. A		NR/BBB		4,137,240

						29,066,819

		Minnesota—0.5%
	1,500	Minneapolis Rev., Providence Project, 5.75%, 10/1/37, Ser. A		NR/NR		1,012,830
	280	Minneapolis, Tax Allocation, Grant Park Project, 5.35%, 2/1/30		NR/NR		183,117
		North Oaks Presbyterian Homes Rev.,
	2,640	6.00%, 10/1/33		NR/NR		2,171,901
	1,530	6.125%, 10/1/39		NR/NR		1,253,055
	500	Oronoco Multifamily Housing Rev.,
		Wedum Shorewood Campus Project, 5.40%, 6/1/41		NR/NR		316,925

						4,937,828

		Mississippi—0.4%
	3,605	Business Finance Corp. Pollution Control Rev.,
		System Energy Resources, Inc. Project, 5.875%, 4/1/22		Ba1/BBB		3,333,796
	740	Dev. Bank Special Obligation Projects & Equipment
		Acquisitions Rev., 5.00%, 7/1/24, Ser. A2 (AMBAC)		NR/A		722,366

						4,056,162

		Missouri—0.1%
	690	Hanley Road & North of Folk Ave. Transportation Dist. Rev.,
		5.00%, 10/1/25		NR/NR		503,058

		Nevada—0.3%
	1,450	Clark Cnty., GO, 5.00%, 6/1/31 (FGIC-NPFGC)		Aa1/AA+		1,456,540
	1,620	State, GO, 5.00%, 5/15/28, Ser. A (FGIC-NPFGC)		Aa1/AAA		1,547,375

						3,003,915

		New Hampshire—0.0%
	360	Health & Education Facs. Auth. Rev.,
		Catholic Medical Center, 6.125%, 7/1/32, Ser. A		Baa1/BBB+		312,746

5.31.09 | PIMCO Municipal Income Funds II Annual Report 11

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		New Jersey—2.9%
$	950	Burlington Cnty. Bridge Commission Rev.,
		Evergreens Project, 5.625%, 1/1/38		NR/NR	$	635,712
		Economic Dev. Auth. Rev.,
	525	Arbor Glen, 6.00%, 5/15/28, Ser. A		NR/NR		404,880
		Kapkowski Road Landfill Project, Special Assessment,
	4,000	5.75%, 10/1/21		Baa3/NR		3,338,040
	11,405	5.75%, 4/1/31		Baa3/NR		8,641,683
		Health Care Facs. Financing Auth. Rev.,
	1,500	St. Peters Univ. Hospital, 5.75%, 7/1/37		Baa2/BBB-		1,231,575
	1,830	Trinitas Hospital, 5.25%, 7/1/30, Ser. A		Baa3/BBB-		1,361,465
	3,300	State Educational Facs. Auth. Rev., Fairfield Dickinson Univ.,
		6.00%, 7/1/25, Ser. D		NR/NR		3,110,085
	2,000	State Turnpike Auth. Rev., 5.25%, 1/1/40, Ser. E		A3/A+		2,026,960
	13,150	Tobacco Settlement Financing Corp. Rev.,
		5.00%, 6/1/41, Ser. 1A		Baa3/BBB		7,940,364

						28,690,764

		New Mexico—0.5%
		Farmington Pollution Control Rev.,
	2,000	5.80%, 4/1/22, Ser. A		Baa3/BB+		1,959,120
	3,000	5.80%, 4/1/22, Ser. C		Baa3/BB+		2,938,680

						4,897,800

		New York—1.9%
	1,200	Erie Cnty. Industrial Dev. Agcy. Rev.,
		Orchard Park, Inc. Project, 6.00%, 11/15/36, Ser. A		NR/NR		794,904
		Liberty Dev. Corp. Rev.,
	10,000	5.25%, 10/1/35 (h)		A1/A		9,199,100
	1,505	5.25%, 10/1/35		A1/A		1,384,465
	1,100	Nassau Cnty. Industrial Dev. Agcy. Rev.,
		Amsterdam at Harborside, 6.70%, 1/1/43, Ser. A		NR/NR		860,552
		New York City Municipal Water Finance Auth. Rev. (h),
	4,000	Second Gen. Resolution, 4.75%, 6/15/35, Ser. DD		Aa3/AA+		3,838,360
	2,830	5.00%, 6/15/37, Ser. D		Aa2/AAA		2,834,330

						18,911,711

		North Carolina—0.1%
		Medical Care Commission Rev.,
	550	Salemtowne, 5.10%, 10/1/30		NR/NR		370,420
	1,000	Village at Brookwood, 5.25%, 1/1/32		NR/NR		633,580

						1,004,000

		North Dakota—0.3%
	3,710	Stark Cnty. Healthcare Rev., Benedictine Living Communities,
		6.75%, 1/1/33		NR/NR		3,210,708

		Ohio—0.9%
	1,000	Cnty. of Montgomery Rev., Miami Valley Hospital,
		6.25%, 11/15/39, Ser. A		Aa3/NR		1,042,010
	7,500	Lorain Cnty. Hospital Rev., Catholic Healthcare,
		5.375%, 10/1/30		A1/AA-		7,218,375

12 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Ohio—(continued)
$	1,000	State Higher Educational Fac. Commission Rev.,
		Univ. Hospital Health Systems, 6.75%, 1/15/39, Ser. A		A2/A	$	1,054,030

						9,314,415

		Oregon—0.2%
	1,000	Clackamas Cnty. Hospital Fac. Auth. Rev.,
		Legacy Health Systems, 5.50%, 7/15/35, Ser. A		A2/A+		976,920
	1,155	State Department of Administrative Services, CP,
		5.25%, 5/1/39, Ser. A		Aa3/AA-		1,179,105

						2,156,025

		Pennsylvania—4.1%
		Cumberland Cnty. Auth. Retirement Community Rev.,
		Messiah Village Project, Ser. A,
	750	5.625%, 7/1/28		NR/BBB-		577,148
	670	6.00%, 7/1/35		NR/BBB-		517,562
	3,250	Harrisburg Auth. Rev., Harrisburg Univ. of Science,
		6.00%, 9/1/36, Ser. B		NR/NR		2,651,837
		Montgomery Cnty. Higher Education & Health Auth.
		Hospital Rev., Abington Memorial Hospital, Ser. A,
	5,000	5.125%, 6/1/27		NR/A		4,492,050
	3,750	5.125%, 6/1/32		NR/A		3,182,100
	11,600	Philadelphia Hospitals & Higher Education Facs. Auth. Rev.,
		Temple Univ. Hospital, 6.625%, 11/15/23, Ser. A		Baa3/BBB		11,016,288
	500	Philadelphia Water Rev., 5.25%, 1/1/36, Ser. A		A3/A		493,625
	17,000	Philadelphia, GO, 5.25%, 12/15/32, Ser. A (FSA)		Aa3/AAA		17,024,990
	500	Pittsburgh & Allegheny Cntys. Public Auditorium Auth. Rev.,
		5.00%, 2/1/29, (AMBAC)		NR/A		491,975

						40,447,575

		Rhode Island—6.0%
	76,200	Tobacco Settlement Financing Corp. Rev.,
		6.25%, 6/1/42, Ser. A		Baa3/BBB		59,747,658

		South Carolina—1.4%
		Jobs-Economic Dev. Auth. Rev., Ser. B,
	500	Anmed Health, 5.50%, 2/1/38		NR/AAA		490,065
	13,850	Bon Secours, 5.625%, 11/15/30		A3/A-		12,371,097
	1,000	State Public Service Auth. Rev., 5.25%, 1/1/39, Ser. A		Aa2/AA-		1,028,000

						13,889,162

		Tennessee—0.4%
		State Energy Acquisition Corp. Rev.,
	3,000	5.00%, 2/1/23, Ser. C		Baa1/A		2,641,620
	700	5.25%, 9/1/21, Ser. A		Ba1/BBB+		649,054
	700	5.25%, 9/1/22, Ser. A		Ba1/BBB+		639,842
	500	Sullivan Cnty. Health Educational & Housing Facs. Rev.,
		Wellmont Health Systems Project, 5.25%, 9/1/36, Ser. C		NR/BBB+		332,355

						4,262,871

		Texas—12.3%
	10	Arlington Independent School Dist., GO,
		5.00%, 2/15/24 (PSF-GTD)		Aaa/NR		10,009

5.31.09 | PIMCO Municipal Income Funds II Annual Report 13

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Texas—(continued)
		Aubrey Independent School Dist., GO (PSF-GTD),
$	130	5.50%, 2/15/33		Aaa/NR	$	136,635
	2,850	5.50%, 2/15/33, (Pre-refunded @ $100, 8/15/14) (c)		Aaa/NR		3,351,002
	6,500	Brazos Cnty. Health Facs. Dev. Corp. Rev.,
		Franciscan Services Corp., 5.375%, 1/1/32		NR/A-		5,204,550
	2,500	Dallas Water Rev., 5.25%, 8/15/38		Aa2/AAA		2,485,000
	700	HFDC of Central Texas, Inc. Rev.,
		Village at Gleannloch Farms, 5.50%, 2/15/37, Ser. A		NR/NR		475,300
	5,500	Houston Rev., 5.00%, 7/1/25, Ser. C (FGIC-NPFGC)		A1/AA-		5,500,000
	770	Keller Independent School Dist., GO,
		4.875%, 8/15/31 (PSF-GTD)		Aaa/AAA		770,239
	3,170	Little Elm Independent School Dist.,
		GO, 5.30%, 8/15/29, Ser. A (PSF-GTD)		NR/AAA		3,317,690
		Municipal Gas Acquisition & Supply Corp. I Rev.,
	450	5.25%, 12/15/25, Ser. A		A2/A		392,152
	15,300	6.25%, 12/15/26, Ser. D		A2/A		14,980,995
	6,250	North Dallas Thruway Auth. Rev., 4.75%, 1/1/29 (FGIC-NPFGC)		A2/AA-		6,234,000
		North Harris Cnty. Regional Water Auth. Rev.,
	10,300	5.25%, 12/15/33		A3/A+		9,995,738
	10,300	5.50%, 12/15/38		A3/A+		10,195,867
		North Texas Tollway Auth. Rev.,
	5,000	5.625%, 1/1/33, Ser. B		A2/A-		4,970,700
	1,200	5.75%, 1/1/33, Ser. F		A3/BBB+		1,174,188
	2,000	Sabine River Auth. Rev., 5.20%, 5/1/28, Ser. C		Caa2/CCC		1,064,120
	10,000	San Antonio Electric & Gas System Rev., 5.00%, 2/1/32 (h)		Aa1/AA		10,132,600
	1,000	State Public Finance Auth. Rev., 5.875%, 12/1/36, Ser. A		Baa3/BBB-		719,240
	8,880	State Turnpike Auth. Central Turnpike System Rev.,
		5.00%, 8/15/42, Ser. A (AMBAC)		Baa1/A		7,459,289
	3,250	State Water Financial Assistance, GO, 5.00%, 8/1/36		Aa1/AA		3,275,285
		State, Mobility Fund, GO (h),
	10,025	4.75%, 4/1/35, Ser. A		Aa1/AA		9,892,168
	17,500	4.75%, 4/1/36		Aa1/AA		17,569,826
	3,000	Tarrant Cnty. Cultural Education Facs. Finance Corp. Rev.,
		Baylor Health Care Systems Project, 6.25%, 11/15/29		Aa2/AA-		3,238,890

						122,545,483

		Virginia—0.2%
	1,000	Fairfax Cnty. Industrial Dev. Auth. Rev.,
		Inova Health System, 5.50%, 5/15/35, Ser. A		Aa2/AA+		1,029,310
	2,050	James City Cnty. Economic Dev. Auth. Rev.,
		5.50%, 7/1/37, Ser. A		NR/NR		1,217,926

						2,247,236

		Washington—2.0%
	6,350	Central Puget Sound Regional Transportation Auth. Rev.,
		4.75%, 2/1/28, (FGIC-NPFGC)		Aa2/AAA		6,380,798
		Health Care Facs. Auth. Rev.,
	1,300	Multicare Health Systems, 6.00%, 8/15/39, Ser. B		Aa2/AAA		1,319,669
	1,000	Seattle Cancer Care Alliance, 7.375%, 3/1/38		A3/NR		1,057,120

14 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Washington—(continued)
$	13,000	Virginia Mason Medical Center, 6.125%, 8/15/37, Ser. A		Baa2/BBB	$	11,020,100

						19,777,687

		Wisconsin—1.9%
		Badger Tobacco Asset Securitization Corp. Rev.,
	1,125	6.00%, 6/1/17, (Pre-refunded @ $100, 6/1/12) (c)		Aaa/AAA		1,252,035
	5,520	6.125%, 6/1/27		Aaa/AAA		5,881,726
		Health & Educational Facs. Auth. Rev.,
	90	Froedert & Community Health, 5.375%, 10/1/30		NR/AA-		89,036
	1,000	Prohealth Care, Inc., 6.625%, 2/15/39		A1/A+		1,023,200
	10,000	State Rev., 6.00%, 5/1/36, Ser. A		A1/AA-		10,581,200

						18,827,197


		Total Municipal Bonds & Notes (cost—$1,035,370,952)				965,192,554


VARIABLE RATE NOTES (f)—0.8%
		Florida—0.3%
	2,830	Highlands Cnty. Health Facs. Auth. Rev., Adventist
		Health System, 5.00%, 11/15/31, Ser. C		A1/A+		2,538,878

		Illinois—0.5%
	5,000	State, GO, 7.97%, 4/1/27, Ser. 783 (FSA) (a)(e)		Aa3/NR		5,205,000


		Total Variable Rate Notes (cost—$7,822,419)				7,743,878


SHORT-TERM INVESTMENTS (g)—2.1%
		Corporate Notes—2.1%
	900	American General Finance Corp., 3.875%, 10/1/09		Baa2/BB+		838,596
		CIT Group, Inc.,
	2,200	0.974%, 8/17/09, FRN		Ba2/BBB-		2,144,991
	6,485	4.125%, 11/3/09		Ba2/BBB-		6,252,928
	7,800	Goldman Sachs Group, Inc., 0.934%, 11/16/09, FRN		A1/A		7,788,706
		International Lease Finance Corp., FRN,
	1,400	0.881%, 5/24/10		Baa2/BBB+		1,287,948
	1,200	1.531%, 1/15/10		Baa2/BBB+		1,142,966
	2,000	National City Bank, 1.414%, 9/9/09, FRN		A1/A+		1,988,298


		Total Corporate Notes (cost—$21,087,058)				21,444,433


		Total Investments (cost—$1,064,280,429)—100.0%			$	994,380,865

5.31.09 | PIMCO Municipal Income Funds II Annual Report 15

PIMCO California Municipal Income Fund II Schedule of Investments

May 31, 2009


Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

CALIFORNIA MUNICIPAL BONDS & NOTES—91.2%
$	5,300	Assoc. of Bay Area Gov’t Finance Auth. Rev.,
		Odd Fellows Home, 5.20%, 11/15/22, Ser. A (CA Mtg. Ins.)		NR/A	$	5,359,837
	2,000	Bay Area Gov’t Assoc. Lease Rev.,
		5.00%, 7/1/32, Ser. 2002-1 (AMBAC)		NR/AA-		2,015,080
		Bay Area Toll Auth. Rev.,
	5,000	5.00%, 4/1/34, Ser. F1		Aa3/AA		4,915,850
	20,000	San Francisco Bay Area, 5.00%, 4/1/39, Ser. F-1 (h)		Aa3/AA		19,543,800
	1,410	Community College Financing Auth. Lease Rev.,
		5.00%, 8/1/27, Ser. A (AMBAC)		NR/A		1,408,238
	9,945	Coronado Community Dev. Agcy.,
		Tax Allocation, 4.875%, 9/1/35 (AMBAC)		NR/A		7,848,594
		Corona-Norco Unified School Dist. Public Financing Auth., Special Tax,
	1,110	5.10%, 9/1/25 (AMBAC)		NR/A		1,113,197
	305	5.65%, 9/1/16, Ser. A		NR/NR		284,169
	160	5.75%, 9/1/17, Ser. A		NR/NR		147,517
	530	6.00%, 9/1/20, Ser. A		NR/NR		456,563
	1,000	6.00%, 9/1/25, Ser. A		NR/NR		812,840
	4,150	6.10%, 9/1/32, Ser. A		NR/NR		3,443,463
	3,000	Dinuba Financing Auth. Lease Rev., 5.10%, 8/1/32 (NPFGC)		Baa1/AA-		3,091,650
	8,300	El Dorado Irrigation Dist. & El Dorado Water Agcy., CP,
		5.75%, 8/1/39, Ser. A		Aa2/AAA		8,391,466
	1,500	Foothill Eastern Corridor Agcy. Toll Road Rev., zero coupon,
		1/15/27, (converts to 5.875% on 7/15/09) (IBC-NPFGC)		Baa1/AA-		1,142,460
	1,440	Fremont Community Dist., Special Tax, 5.30%, 9/1/30		NR/NR		1,063,166
		Golden State Tobacco Securitization Corp. Rev.,
	13,885	5.00%, 6/1/45 (AMBAC-TCRS)		A2/A		11,522,606
	1,500	5.00%, 6/1/45, Ser. A		A3/A		1,244,790
	6,000	5.00%, 6/1/45, Ser. A (FGIC-TCRS)		A2/A		4,979,160
		Health Facs. Financing Auth. Rev., Ser. A,
		Adventist Health System,
	500	5.00%, 3/1/33		NR/A		438,595
	250	5.75%, 9/1/39		NR/A		246,448
		Catholic Healthcare West,
	495	5.00%, 7/1/28		A2/A		450,069
	3,000	6.00%, 7/1/39		A2/A		3,011,850
	175	Infrastructure & Economic Dev. Bank Rev., 5.25%, 2/1/38		A1/A+		162,997
	5,300	Livermore-Amador Valley Water Management Agcy. Rev.,
		5.00%, 8/1/31, Ser. A (AMBAC)		A1/A		5,093,724
	7,500	Long Beach Bond Finance Auth. Rev., 5.50%, 11/15/37, Ser. A		A2/A		6,376,350
	10,000	Long Beach Unified School Dist., GO, 5.25%, 8/1/33, Ser. A (h)		Aa3/AA-		10,085,500
		Los Angeles, CP (NPFGC),
	9,895	5.00%, 2/1/27		A1/AA-		9,916,274
	2,685	5.00%, 10/1/27, Ser. AU		A2/AA-		2,692,142
	10,000	Los Angeles Community College Dist., GO,
		5.00%, 8/1/33, Ser. F-1 (h)		Aa2/AA		9,806,800
		Los Angeles Department of Water & Power Rev.,
	15,000	4.75%, 7/1/30, Ser. A-2 (FSA) (h)		Aaa/AAA		15,022,950
	16,950	5.125%, 7/1/41, Ser. A (FGIC-TCRS)		Aa3/AA		16,725,921
	11,000	Los Angeles Unified School Dist., GO, 5.00%, 1/1/34, Ser. I		Aa3/AA-		10,740,950

16 PIMCO Municipal Income Funds II Annual Report | 5.31.09


PIMCO California Municipal Income Fund II Schedule of Investments
May 31, 2009



Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Manteca Redev. Agcy., Tax Allocation,
$	7,295	5.00%, 10/1/32 (FSA)		Aa3/AAA	$	7,584,684
	10,000	5.00%, 10/1/36 (AMBAC)		NR/A		8,809,400
	5,330	Manteca Unified School Dist., Special Tax,
		5.00%, 9/1/29, Ser. C (NPFGC)		Baa1/AA-		5,364,485
	4,000	Merced Cnty., CP, Juvenile Justice Correctional Fac.,
		5.00%, 6/1/32 (AMBAC)		A3/NR		3,930,240
	5,000	Metropolitan Water Dist. Rev., 5.00%, 7/1/37, Ser. A (h)		Aa2/AAA		5,089,550
	4,700	Moreno Valley Unified School Dist. Community Facs. Dist., Special Tax, 5.20%, 9/1/36		NR/NR		3,260,155
	10,000	Placentia-Yorba Linda Unified School Dist., CP, 5.00%, 10/1/32 (FGIC-NPFGC)		A2/AA-		9,717,600
		Riverside Unified School Dist. Community Facs. Dist. No. 15, Special Tax, Ser. A,
	1,000	5.15%, 9/1/25		NR/NR		763,470
	1,000	5.25%, 9/1/30		NR/NR		738,940
	1,000	5.25%, 9/1/35		NR/NR		716,840
	3,510	Riverside, CP, 5.00%, 9/1/33 (AMBAC)		NR/A+		3,252,015
		Roseville Redev. Agcy., Tax Allocation (NPFGC),
	3,730	5.00%, 9/1/27, Ser. B		A3/AA-		3,359,499
	3,365	5.00%, 9/1/32		A3/AA-		2,826,364
	2,030	5.00%, 9/1/33		A3/AA-		1,687,092
	7,500	San Bernardino Community College Dist., GO,
		6.25%, 8/1/33, Ser. A		Aa3/AA-		8,158,725
	8,000	San Diego Cnty. Water Auth., CP, 5.00%, 5/1/29, Ser. A (NPFGC)		Aa3/AA+		8,156,000
		San Diego Public Facs. Financing Auth. Lease Rev.,
	655	5.00%, 5/15/29, Ser. A (FGIC-NPFGC)		A2/AA-		644,428
	1,500	Fire & Life Safety Facs., 5.00%, 4/1/32, Ser. B (NPFGC)		Baa1/AA-		1,331,325
	1,000	San Diego Public Facs. Financing Auth. Rev.,
		5.25%, 5/15/39, Ser. A		A2/A+		992,500
		San Diego Public Facs. Financing Auth. Water Rev.,
	11,000	5.00%, 8/1/32 (NPFGC)		A2/AA-		10,590,360
	4,000	5.25%, 8/1/38, Ser. A		A1/AA-		3,946,800
	2,800	San Diego Regional Building Auth. Rev.,
		Cnty. Operations Center & Annex, 5.375%, 2/1/36, Ser. A		A1/AA+		2,807,112
	5,000	San Diego Unified School Dist., GO,
		4.75%, 7/1/27, Ser. D-2 (FSA)		Aa2/AAA		5,046,600
	300	San Francisco City & Cnty.,		A1/AA-		298,050
	5,585	5.25%, 4/1/31, CP, Ser. A
		Airports Commission Rev., 4.50%, 5/1/28, Ser. 2 (NPFGC)		A1/AA-		4,925,188
		San Jose Libraries & Parks, GO,
	14,970	5.00%, 9/1/32, Ser. 760 (NPFGC) (h)		Aaa/AAA		15,134,071
	10,190	5.125%, 9/1/31		Aa1/AAA		10,334,698
	9,150	San Jose Unified School Dist., GO,
		Santa Clara Cnty., 5.00%, 8/1/27, Ser. A (FSA)		Aa3/AAA		9,334,190
	1,730	San Rafael City High School Dist., GO,
		5.00%, 8/1/27, Ser. B (FSA)		Aa3/AAA		1,764,825
	3,280	San Rafael Elementary School Dist., GO,
		5.00%, 8/1/27, Ser. B (FSA)		Aa3/AAA		3,346,026

5.31.09 | PIMCO Municipal Income Funds II Annual Report 17


PIMCO California Municipal Income Fund II Schedule of Investments
May 31, 2009



Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

$	1,260	Santa Cruz Cnty., CP, 5.25%, 8/1/32		A3/NR	$	1,307,124
	1,500	Santa Cruz Cnty. Redev. Agcy., Tax Allocation,
		7.00%, 9/1/36, Ser. A		A2/A		1,608,630
		State, GO,
	2,500	5.00%, 9/1/31		A2/A		2,295,250
	1,400	5.00%, 12/1/37		A2/A		1,237,068
	7,000	5.00%, 4/1/38		A2/A		6,172,740
	11,000	6.00%, 4/1/38		A2/A		11,336,490
	7,915	State Public Works Board Rev., Regents Univ.,
		5.00%, 3/1/33, Ser. A		Aa2/AA-		7,554,630
		Statewide Communities Dev. Auth. Rev.,
	3,495	Bentley School, 6.75%, 7/1/32 (a)(b)		NR/NR		2,924,197
		Catholic Healthcare West,
	1,800	5.50%, 7/1/31, Ser. D		A2/A		1,737,108
	1,800	5.50%, 7/1/31, Ser. E		A2/A		1,737,090
	1,250	Huntington Park Chapter School Project, 5.25%, 7/1/42, Ser. A		NR/NR		816,850
	9,700	Jewish Home, 5.50%, 11/15/33 (CA St. Mtg.)		NR/A		9,200,741
	2,770	Kaiser Permanente, 5.50%, 11/1/32, Ser. A		NR/A+		2,560,865
		Methodist Hospital Project (FHA),
	2,000	6.25%, 8/1/24		Aa2/AA		2,146,000
	2,400	6.625%, 8/1/29		Aa2/AA		2,594,232
	8,800	6.75%, 2/1/38		Aa2/AA		9,441,168
	500	Peninsula Project, 5.00%, 11/1/29		NR/NR		331,015
	3,700	St. Joseph, 5.75%, 7/1/47, Ser. A (FGIC)		Aa3/AA-		3,559,585
	1,365	Windrush School, 5.50%, 7/1/37		NR/NR		950,258
	1,510	Statewide Financing Auth. Tobacco Settlement Rev.,
		5.625%, 5/1/29, Ser. A		Baa3/NR		1,199,000
		Tobacco Securitization Agcy. Rev.,
	4,500	Alameda Cnty., 6.00%, 6/1/42		Baa3/NR		3,143,340
	1,800	Stanislaus Funding, 5.875%, 6/1/43, Ser. A		Baa3/NR		1,230,498
		Univ. Rev.,
	5,500	4.75%, 5/15/35, Ser. F (FSA) (h)		Aaa/AAA		5,194,365
	5,000	4.75%, 5/15/35, Ser. G (FGIC-NPFGC) (h)		Aa1/AA		4,722,150
	5,650	4.75%, 5/15/38, Ser. B		Aa2/AA-		5,122,799
		Ventura Cnty. Community College Dist., GO,
	10,000	5.00%, 8/1/27, Ser. A (NPFGC) (h)		Aa3/AA		10,126,600
	5,000	5.50%, 8/1/33, Ser. C		Aa3/AA		5,111,500
	1,555	Ventura Unified School Dist., GO, 5.00%, 8/1/32, Ser. F (FSA)		Aa3/AAA		1,558,048


		Total California Municipal Bonds & Notes (cost—$412,653,759)				420,385,589


CALIFORNIA VARIABLE RATE NOTES (a)(d)(f)—2.4%
	6,035	Desert Community College Dist., GO,
		7.84%, 8/1/32, Ser. 3016 (FSA) (e)		NR/AAA		5,903,015
	5,000	San Diego Community College Dist., GO, 8.215%, 8/1/33		NR/AA+		5,203,500


		Total California Variable Rate Notes (cost—$10,977,691)				11,106,515

18 PIMCO Municipal Income Funds II Annual Report | 5.31.09


PIMCO California Municipal Income Fund II Schedule of Investments
May 31, 2009



Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

OTHER MUNICIPAL BONDS & NOTES—1.6%
		New York—0.7%
$	1,250	Liberty Dev. Corp. Rev., 5.25%, 10/1/35		A1/A	$	1,149,887
	1,900	New York City Municipal Water Finance Auth. Rev.,
		5.00%, 6/15/37, Ser. D (h)		Aa2/AAA		1,902,907

						3,052,794

		Puerto Rico—0.9%
	2,200	Aqueduct & Sewer Auth. Rev., 6.00%, 7/1/38, Ser. A		Baa3/BBB-		2,187,878
	2,505	Public Building Auth. Rev., Gov’t Facs.,
		5.00%, 7/1/36, Ser. I (GTD)		Baa3/BBB-		2,095,608

						4,283,486


		Total Other Municipal Bonds & Notes (cost—$7,190,749)				7,336,280


CORPORATE BONDS & NOTES (g)—0.9%
	5,000	SLM Corp., 1.252%, 7/26/10, FRN (cost—$4,539,087)		Ba1/BBB-		4,400,255


SHORT-TERM INVESTMENTS (g)—3.9%
		Corporate Notes—3.9%
	500	American General Finance Corp., 3.875%, 10/1/09		Baa2/BB+		465,887
		CIT Group, Inc.,
	1,100	0.974%, 8/17/09, FRN		Ba2/BBB-		1,072,496
	9,200	4.125%, 11/3/09		Ba2/BBB-		8,870,769
	2,900	Goldman Sachs Group, Inc., 0.934%, 11/16/09, FRN		A1/A		2,895,801
		International Lease Finance Corp.,
	700	0.881%, 5/24/10, FRN		Baa2/BBB+		643,974
	500	1.531%, 1/15/10, FRN		Baa2/BBB+		476,236
	1,839	4.375%, 11/1/09		Baa2/BBB+		1,763,516
	1,651	4.75%, 7/1/09		Baa2/BBB+		1,625,089


		Total Corporate Notes (cost—$17,633,681)				17,813,768


		Total Investments (cost—$452,994,967)—100.0%			$	461,042,407

5.31.09 | PIMCO Municipal Income Funds II Annual Report 19


PIMCO New York Municipal Income Fund II Schedule of Investments
May 31, 2009



Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

NEW YORK MUNICIPAL BONDS & NOTES—85.8%
$	2,400	Erie Cnty. Industrial Dev. Agcy. Rev.,
		Orchard Park, Inc. Project, 6.00%, 11/15/36, Ser. A		NR/NR	$	1,589,808
		Liberty Dev. Corp. Rev., Goldman Sachs Headquarters,
	4,120	5.25%, 10/1/35 (h)		A1/A		3,790,029
	3,000	5.25%, 10/1/35		A1/A		2,759,730
	3,500	5.50%, 10/1/37		A1/A		3,331,160
		Metropolitan Transportation Auth. Rev.,
	1,850	5.00%, 11/15/30, Ser. A (FSA)		Aa3/AAA		1,869,203
	2,000	5.00%, 11/15/34, Ser. B		NR/AA		1,980,060
	8,000	5.25%, 11/15/31, Ser. E		A2/A		8,012,240
	7,000	5.35%, 7/1/31, Ser. B		A1/AAA		7,019,320
	5,000	5.50%, 11/15/39, Ser. A		NR/AA		5,129,500
	3,570	Mortgage Agcy. Rev., 4.75%, 10/1/27, Ser. 128		Aa1/NR		3,513,987
	2,400	Nassau Cnty. Industrial Dev. Agcy. Rev.,
		Amsterdam at Harborside, 6.70%, 1/1/43, Ser. A		NR/NR		1,877,568
		New York City Health & Hospital Corp. Rev., Ser. A,
	1,100	5.375%, 2/15/26		A1/A+		1,109,108
	2,000	5.45%, 2/15/26		A1/A+		2,020,300
		New York City Industrial Dev. Agcy. Rev.,
	975	Eger Harbor Project, 4.95%, 11/20/32, Ser. A (GNMA)		NR/AA+		920,985
	1,415	Liberty Interactive Corp., 5.00%, 9/1/35		Ba2/BB+		997,886
	1,500	Queens Baseball Stadium, 6.50%, 1/1/46		Aa2/AAA		1,616,235
	1,190	Staten Island Univ. Hospital Project, 6.45%, 7/1/32, Ser. C		Ba2/NR		1,036,252
	1,500	United Jewish Appeal Fed. Project, 5.00%, 7/1/27, Ser. A		Aa1/NR		1,543,950
		Yankee Stadium,
	5,000	5.00%, 3/1/31 (FGIC)		Baa3/BBB-		4,256,550
	2,400	5.00%, 3/1/36 (NPFGC)		Baa1/AA-		1,953,792
	4,900	7.00%, 3/1/49		Aa2/AAA		5,359,179
	1,500	New York City Municipal Water Finance Auth. Rev.,
		5.25%, 6/15/40, Ser. EE		Aa3/AA+		1,536,405
		New York City Transitional Finance Auth. Rev.,
	10,000	5.00%, 11/1/27, Ser. B		Aa1/AAA		10,171,900
	5,000	5.25%, 1/15/39, Ser. S-3		A1/AA-		4,933,100
		New York City Trust for Cultural Res. Rev.,
	2,700	Julliard School, 5.00%, 1/1/34, Ser. A		Aa2/AA		2,738,907
	7,785	Wildlife Conservation Society, 5.00%, 2/1/34 (FGIC-NPFGC)		Aa3/AA-		7,852,107
	4,000	New York City, GO, 5.00%, 3/1/33, Ser. I		Aa3/AA		3,966,720
	3,600	Port Auth. of New York & New Jersey Rev.,
		5.00%, 4/15/32, Ser. 125 (FSA)		Aa3/AAA		3,671,388
		State Dormitory Auth. Rev.,
	3,000	5.00%, 3/15/38, Ser. A		NR/AAA		2,986,170
	80	5.25%, 9/1/28, (Pre-refunded @ $102, 9/1/09) (Radian) (c)		Baa3/BBB-		82,514
	1,320	5.25%, 9/1/28 (Radian)		Baa3/BBB-		1,234,900
	7,490	5.50%, 5/15/31, Ser. A (AMBAC)		A1/AA-		7,781,810
	2,600	Catholic Health of Long Island, 5.10%, 7/1/34		Baa1/BBB		2,089,880
	2,000	Kaleida Health Hospital, 5.05%, 2/15/25 (FHA)		NR/AAA		1,995,560
	5,300	Lenox Hill Hospital, 5.50%, 7/1/30		Ba1/NR		4,387,764

20 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO New York Municipal Income Fund II Schedule of Investments

May 31, 2009



Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

		Memorial Sloan-Kettering Cancer Center,
$	2,750	5.00%, 7/1/35, Ser. 1		Aa2/AA	$	2,691,068
	2,000	5.00%, 7/1/36, Ser. A1		Aa2/AA		1,950,660
	1,000	New York Univ. Hospital, 5.625%, 7/1/37, Ser. B		Baa2/BB+		876,060
	5,850	North General Hospital, 5.00%, 2/15/25		NR/AA-		5,851,521
	5,000	Rochester General Hospital, 5.00%, 12/1/35 (Radian)		NR/BBB-		4,004,800
		Teachers College,
	4,270	5.00%, 7/1/32 (NPFGC)		A1/NR		4,331,787
	3,000	5.50%, 3/1/39		A1/NR		3,013,200
	3,000	Yeshiva Univ., 5.125%, 7/1/34 (AMBAC)		Aa2/NR		2,851,680
	5,000	State Environmental Facs. Corp. Rev., 5.125%, 6/15/38, Ser. A		Aa1/AA+		5,076,350
	1,000	State Thruway Auth. Rev., 4.75%, 1/1/29, Ser. G (FSA)		Aa3/AAA		982,450
	6,000	State Urban Dev. Corp. Rev., 5.00%, 3/15/36, Ser. B-1 (h)		NR/AAA		6,022,620
		Triboro Bridge & Tunnel Auth. Rev.,
	710	5.00%, 1/1/32, Ser. A (FGIC-TCRS)		Aa2/AA-		712,868
	5,000	5.25%, 11/15/34, Ser. A-2 (h)		Aa2/AA-		5,127,150
	1,815	Ulster Cnty. Industrial Dev. Agcy. Rev., 6.00%, 9/15/37, Ser. A		NR/NR		1,284,929
	2,000	Warren & Washington Cntys. Industrial Dev. Agcy. Rev.,
		Glens Falls Hospital Project, 5.00%, 12/1/35, Ser. A (FSA)		Aa3/AAA		2,006,380
	750	Westchester Cnty. Industrial Dev. Agcy. Continuing
		Care Retirement Rev., Kendal on Hudson Project,
		6.50%, 1/1/34, Ser. A, (Pre-refunded @ $100, 1/1/13) (c)		NR/NR		869,055


		Total New York Municipal Bonds & Notes (cost—$167,715,075)				164,768,545


OTHER MUNICIPAL BONDS & NOTES—7.2%
		California—0.5%
	1,000	Health Facs. Financing Auth. Rev.,
		Catholic Healthcare West, 6.00%, 7/1/39, Ser. A		A2/A		1,003,950

		Florida—1.0%
	1,000	Clearwater Water Rev., 5.25%, 12/1/39, Ser. A		A2/AA-		971,870
	1,000	Miami-Dade Cnty. Rev., 5.50%, 10/1/36, Ser. A		A2/A-		975,080

						1,946,950

		Louisiana—0.5%
	1,000	Parish of East Baton Rouge Rev., 5.25%, 2/1/39, Ser. A		A1/AA-		988,070

		Puerto Rico—5.2%
	4,600	Aqueduct & Sewer Auth. Rev., 6.00%, 7/1/38, Ser. A		Baa3/BBB-		4,574,654
	5,675	Children’s Trust Fund Tobacco Settlement Rev.,
		5.625%, 5/15/43		Baa3/BBB		3,974,827
		Sales Tax Financing Corp. Rev., Ser. A,
	14,250	zero coupon, 8/1/54 (AMBAC)		A1/AA-		745,845
	12,900	zero coupon, 8/1/56		A1/A+		592,497

						9,887,823


		Total Other Municipal Bonds & Notes (cost—$16,434,218)				13,826,793

5.31.09 | PIMCO Municipal Income Funds II Annual Report 21

PIMCO New York Municipal Income Fund II Schedule of Investments

May 31, 2009



Principal Amount (000)			Credit Rating (Moody’s/S&P)*		Value

NEW YORK VARIABLE RATE NOTES (a)(d)(f)—3.0%
		JP Morgan Chase Putters/Drivers Trust Rev.,
$	5,000	7.804%, 7/1/33, Ser. 3382		Aa1/NR	$	5,241,700
	500	8.295%, 6/15/31, Ser. 3223		NR/AA+		535,255


		Total New York Variable Rate Notes (cost—$5,393,458)				5,776,955


CORPORATE BONDS & NOTES (g)—2.5%
	4,300	American General Finance Corp., 4.625%, 9/1/10		Baa2/BB+		3,223,306
	1,900	CIT Group, Inc., 5.80%, 7/28/11		Ba2/BBB-		1,484,702


		Total Corporate Bonds & Notes (cost—$4,402,252)				4,708,008


SHORT-TERM INVESTMENTS (g)—1.5%
		Corporate Notes—1.5%
	700	American General Finance Corp., 1.542%, 10/2/09, FRN		Baa2/BB+		556,648
	1,900	CIT Group, Inc., 4.125%, 11/3/09		Ba2/BBB-		1,832,007
		International Lease Finance Corp., FRN,
	300	0.881%, 5/24/10		Baa2/BBB+		275,989
	200	1.531%, 1/15/10		Baa2/BBB+		190,494


		Total Corporate Notes (cost—$2,860,699)				2,855,138


		Total Investments (cost—$196,805,702)—100.0%			$	191,935,439

22 PIMCO Municipal Income Funds II Annual Report | 5.31.09

PIMCO Municipal Income Funds II Notes to Schedule of Investments

May 31, 2009





Notes to Schedule of Investments:
*	Unaudited.

(a)	Private Placement—Restricted as to resale and may not have a readily available market. Securities with an aggregate value of $11,708,783, representing 1.18% of total investments in PIMCO Municipal Income Fund II, $14,030,712, representing 3.04% of total investments in PIMCO California Municipal Income Fund II and $5,776,955, representing 3.01% of total investments in PIMCO New York Municipal Income Fund II.
(b)	Illiquid security.
(c)	Pre-refunded bonds are collateralized by U.S. Government or other eligible securities which are held in escrow and used to pay principal and interest and retire the bonds at the earliest refunding date (payment date) and/or whose interest rates vary with changes in a designated base rate (such as the prime interest rate).
(d)	144A Security—exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.
(e)	Inverse Floater—The interest rate shown bears an inverse relationship to the interest rate on another security or the value of an index. The interest rate disclosed reflects the rate in effect on May 31, 2009.
(f)	Variable Rate Notes—Instruments whose interest rates change on specified date (such as a coupon date or interest payment date) and/or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). The interest rate disclosed reflects the rate in effect on May 31, 2009.
(g)	All or partial amount segregated as collateral for reverse repurchase agreements.
(h)	Residual Interest Bonds held in Trust—Securities represent underlying bonds transferred to a separate securitization trust established in a tender option bond transaction in which the Fund acquired the residual interest certificates. These securities serve as collateral in a financing transaction.

Glossary:

AMBAC — insured by American Municipal Bond Assurance Corp.

CA Mtg. Ins. — insured by California Mortgage Insurance

CA St. Mtg. — insured by California State Mortgage

CP — Certificates of Participation

FGIC — insured by Financial Guaranty Insurance Co.

FHA — insured by Federal Housing Administration

FRN — Floating Rate Note. The interest rate disclosed reflects the rate in effect on May 31, 2009.

FSA — insured by Financial Security Assurance, Inc.

GNMA — insured by Government National Mortgage Association

GO — General Obligation Bond

GTD — Guaranteed

IBC — Insurance Bond Certificate

NPFGC — insured by National Public Finance Guarantee Corporation

NR — Not Rated

PSF — Public School Fund

Radian — insured by Radian Guaranty, Inc.

TCRS — Temporary Custodian Receipts

See accompanying Notes to Financial Statements | 5.31.09 | PIMCO Municipal Income Funds II Annual Report 23


PIMCO Municipal Income Funds II Statements of Assets and Liabilities
May 31, 2009


	Municipal II			California Municipal II			New York Municipal II

Assets:
Investments, at value (cost— $1,064,280,429, $452,994,967 and $196,805,702, respectively)		$994,380,865			$461,042,407		$	191,935,439


Cash		—			172,465			1,517,165


Interest receivable		17,802,442			6,636,778			2,672,394


Receivable for investments sold		1,560,000			349,600			15,000


Prepaid expenses and other assets		46,317			27,905			33,289


Total Assets	1,013,789,624				468,229,155			196,173,287


Liabilities:

Payable for floating rate notes		89,161,972			51,012,500			8,186,394


Payable for reverse repurchase agreements		17,746,000			18,406,000			5,679,000


Dividends payable to common and preferred shareholders		3,898,871			2,178,471			713,876


Payable to custodian for cash overdraft		518,002			—			—


Investment management fees payable		453,207			201,212			91,623


Interest payable		356,955			196,908			118,873


Payable to broker for collateral		300,000			—			—


Interest payable for reverse repurchase agreements		5,236			7,236			2,550


Accrued expenses and other liabilities		303,090			1,812,311			255,094


Total Liabilities		112,743,333			73,814,638			15,047,410


Preferred shares ($0.00001 par value and $25,000 net asset and liquidation value per share applicable to an aggregate of 14,680, 6,520 and 3,160 shares issued and outstanding, respectively)		367,000,000			163,000,000			79,000,000


Net Assets Applicable to Common Shareholders		$534,046,291			$231,414,517		$	102,125,877


Composition of Net Assets Applicable to Common Shareholders:

Common Stock:

Par value ($0.00001 per share)		$596			$310			$107


Paid-in-capital in excess of par		845,278,890			431,555,702			151,405,769


Undistributed (dividends in excess of) net investment income		5,090,783			(2,178,470	)		(467,589	)


Accumulated net realized loss on investments		(246,424,252	)		(206,204,674	)		(43,979,691	)


Net unrealized appreciation (depreciation) of investments		(69,899,726	)		8,241,649			(4,832,719	)


Net Assets Applicable to Common Shareholders		$534,046,291			$231,414,517		$	102,125,877


Common Shares Outstanding		59,568,368			30,950,140			10,684,803


Net Asset Value Per Common Share		$8.97			$7.48			$9.56

24 PIMCO Municipal Income Funds II Annual Report | 5.31.09 | See accompanying Notes to Financial Statements


PIMCO Municipal Income Funds II Statements of Operations
For the year ended May 31, 2009


	Municipal II			California Municipal II			New York Municipal II

Investment Income:

Interest	$	70,639,002		$	35,207,403		$	12,729,278


Expenses:

Investment management fees		6,766,778			3,276,166			1,280,627


Interest expense		2,233,432			4,852,198			403,258


Auction agent fees and commissions		1,074,430			542,608			220,433


Legal fees		156,839			102,921			47,304


Shareholder communications		138,590			61,856			29,321


Trustees’ fees and expenses		113,817			62,743			30,495


Custodian and accounting agent fees		105,898			143,498			51,846


Audit and tax services		77,515			60,771			53,565


New York Stock Exchange listing fees		47,641			24,880			21,482


Transfer agent fees		39,164			36,741			37,676


Insurance expense		25,851			13,168			5,496


Miscellaneous		12,075			7,371			4,960


Total expenses		10,792,030			9,184,921			2,186,463


Less: investment management fees waived		(574,290	)		(279,190	)		(108,084	)


custody credits earned on cash balances		(42,775	)		(13,011	)		(10,838	)


Net expenses		10,174,965			8,892,720			2,067,541


Net Investment Income		60,464,037			26,314,683			10,661,737


Realized and Change In Unrealized Gain (Loss)

Net realized gain (loss) on:

Investments		(30,986,906	)		(89,820,349	)		(13,662,767	)


Futures contracts		(7,068,849	)		(2,876,398	)		(960,187	)


Swaps		(131,861,650	)		(64,692,955	)		(20,236,949	)


Net change in unrealized appreciation/depreciation of:

Investments		(116,288,436	)		(13,317,190	)		(7,840,767	)


Futures contracts		(6,565,353	)		(4,502,979	)		(1,197,643	)


Net realized and change in unrealized loss on investments, futures contracts and swaps		(292,771,194	)		(175,209,871	)		(43,898,313	)


Net Decrease in Net Assets Resulting from Investment Operations		(232,307,157	)		(148,895,188	)		(33,236,576	)


Dividends on Preferred Shares from Net Investment Income		(11,200,932	)		(5,697,951	)		(2,025,371	)


Net Decrease in Net Assets Applicable to Common Shareholders Resulting from Investment Operations	$	(243,508,089	)	$	(154,593,139	)	$	(35,261,947	)

See accompanying Notes to Financial Statements | 5.31.09 | PIMCO Municipal Income Funds II Annual Report 25


PIMCO Municipal Income Funds II	Statements of Changes in Net Assets
	Applicable to Common Shareholders


	Municipal II


	Year ended May 31,

	2009			2008

Investment Operations:

Net investment income	$	60,464,037		$	66,423,523


Net realized gain (loss) on investments, futures contracts and swaps		(169,917,405	)		5,404,191


Net change in unrealized appreciation/depreciation of investments and futures contracts		(122,853,789	)		(78,458,658	)


Net decrease in net assets resulting from investment operations		(232,307,157	)		(6,630,944	)


Dividends to Preferred Shareholders from Net Investment Income		(11,200,932	)		(17,559,291	)


Net decrease in net assets applicable to common shareholders resulting from investment operations		(243,508,089	)		(24,190,235	)




Dividends to Common Shareholders from:

Net Investment Income		(46,297,957	)		(46,046,478	)


Return of Capital		—			—


Capital Share Transactions:

Reinvestment of dividends		4,112,714			3,161,576


Total decrease in net assets applicable to common shareholders		(285,693,332	)		(67,075,137	)


Net Assets Applicable to Common Shareholders:

Beginning of year		819,739,623			886,814,760


End of year (including undistributed (dividends in excess of) net investment income of $5,090,783 and $2,155,462; $(2,178,470) and $(2,219,623); $(467,589) and $(621,423); respectively)	$	534,046,291		$	819,739,623


Common Shares Issued in Reinvestment of Dividends		419,882			223,853

26 PIMCO Municipal Income Funds II Annual Report | 5.31.09 | See accompanying Notes to Financial Statements


	California Municipal II						New York Municipal II


	Year ended May 31,						Year ended May 31,

	2009			2008			2009			2008

Investment Operations:

Net investment income	$	26,314,683		$	32,439,150		$	10,661,737		$	11,390,311


Net realized gain (loss) on investments, futures contracts and swaps		(157,389,702	)		(9,422,890	)		(34,859,903	)		436,283


Net change in unrealized appreciation/depreciation of investments and futures contracts		(17,820,169	)		(36,237,871	)		(9,038,410	)		(12,133,193	)


Net decrease in net assets resulting from investment operations		(148,895,188	)		(13,221,611	)		(33,236,576	)		(306,599	)


Dividends to Preferred Shareholders from Net Investment Income		(5,697,951	)		(8,660,050	)		(2,025,371	)		(3,073,529	)


Net decrease in net assets applicable to common shareholders resulting from investment operations		(154,593,139	)		(21,881,661	)		(35,261,947	)		(3,380,128	)


Dividends to Common Shareholders from:

Net Investment Income		(24,711,497	)		(25,748,032	)		(8,466,985	)		(8,420,559	)


Return of Capital		(1,187,791	)		—			—			—


Capital Share Transactions:

Reinvestment of dividends		2,137,595			2,114,952			754,665			682,941


Total decrease in net assets applicable to common shareholders		(178,354,832	)		(45,514,741	)		(42,974,267	)		(11,117,746	)


Net Assets Applicable to Common Shareholders:

Beginning of year		409,769,349			455,284,090			145,100,144			156,217,890


End of year (including undistributed (dividends in excess of) net investment income of $5,090,783 and $2,155,462; $(2,178,470) and $(2,219,623); $(467,589) and $(621,423); respectively)	$	231,414,517		$	409,769,349		$	102,125,877		$	145,100,144


Common Shares Issued in Reinvestment of Dividends		229,213			150,398			70,913			48,516

See accompanying Notes to Financial Statements | 5.31.09 | PIMCO Municipal Income Funds II Annual Report 27

PIMCO Municipal Income Fund II Statement of Cash Flows

For the year ended May 31, 2009



Decrease in Cash from:
Cash flows provided by operating activities:
Net decrease in net assets resulting from investment operations	$	(232,307,157	)


Adjustments to reconcile net decrease in net assets resulting from investment operations to net cash provided by operating activities:
Purchases of long-term investments		(508,734,403	)

Proceeds from sales of long-term investments		831,016,398

Sale of short-term portfolio investments, net		(17,619,754	)

Net change in unrealized appreciation/depreciation of investments and futures contracts		126,194,696

Net realized loss on investments, futures contracts and swaps		166,575,709

Net amortization on investments		(9,629,032	)

Decrease in interest receivable		2,169,213

Proceeds from futures contracts transactions, net		(15,444,085	)

Decrease in deposits with brokers for future collateral		12,085,100

Increase in prepaid expense and other assets		(3,410	)

Increase in interest payable for reverse repurchase agreements		5,236

Periodic and termination payments of swaps, net		(131,861,650	)

Decrease in investment management fees payable		(162,093	)

Decrease in accrued expenses and other liabilities		(85,073	)

Net cash provided by operating activities		222,199,695


Cash flows used for financing activities:
Increase in payable to broker for collateral		300,000

Increase in reverse repurchase agreements		17,746,000

Cash dividends paid (excluding reinvestment of dividends of $4,112,714)		(53,466,278	)

Payments to retire floating rate notes issued		(133,044,337	)

Cash receipts on issuance of floating rate notes		63,358,626

Cash overdraft at custodian		518,002

Redemptions of preferred shares		(138,000,000	)

Net cash used for financing activities		(242,587,987	)

Net decrease in cash		(20,388,292	)

Cash at beginning of year		20,388,292

Cash at end of year	$	—

The Fund paid $73,872 in cash for interest on reverse repurchase agreements.

28 PIMCO Municipal Income Funds II Annual Report | 5.31.09 | See accompanying Notes to Financial Statements

PIMCO California Municipal Income Fund II Statement of Cash Flows

For the year ended May 31, 2009



Decrease in Cash from:
Cash flows provided by operating activities:
Net decrease in net assets resulting from investment operations	$	(148,895,188	)


Adjustments to reconcile net decrease in net assets resulting from investment operations to net cash provided by operating activities:
Purchases of long-term investments		(396,916,857	)

Proceeds from sales of long-term investments		721,948,191

Sale of short-term portfolio investments, net		(15,773,079	)

Net change in unrealized appreciation/depreciation of investments and futures contracts		8,164,948

Net realized loss on investments, futures contracts and swaps		166,878,734

Net amortization on investments		(3,142,666	)

Decrease in interest receivable		3,565,368

Proceeds from futures contracts transactions, net		(8,364,012	)

Decrease in deposits with brokers for future collateral		5,940,000

Increase in prepaid expense and other assets		(6,493	)

Increase in interest payable for reverse repurchase agreements		7,236

Periodic and termination payments of swaps, net		(64,692,955	)

Decrease in investment management fees payable		(109,925	)

Increase in accrued expenses and other liabilities		14,727

Net cash provided by operating activities		268,618,029


Cash flows used for financing activities:
Increase in reverse repurchase agreements		18,406,000

Cash dividends paid (excluding reinvestment of dividends of $2,137,595)		(29,500,797	)

Payments to retire floating rate notes issued		(199,581,237	)

Cash receipts on issuance of floating rate notes		28,796,948

Redemptions of preferred shares		(97,000,000