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ROPES & GRAY LLP 191 NORTH WACKER DRIVE 32nd Floor CHICAGO, ILLINOIS 60606-4302 WWW.ROPESGRAY.COM |
November 30, 2018 | William McAllister T: 313-845-1248 william.mcallister@ropesgray.com |
VIA EDGAR
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Ms. Anu Dubey
Re: | PIMCO Flexible Municipal Income Fund |
File Nos. 333-221829 and 811-23314 |
Dear Ms. Dubey:
This letter is in response to a comment from the staff (the Staff) of the Securities and Exchange Commission (the SEC) received from you via telephone on November 30, 2018, regarding Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (PEA 2) relating to the common shares of beneficial interest of PIMCO Flexible Municipal Income Fund (the Fund), which was filed with the SEC on November 29, 2018. PEA 2 was filed pursuant to Rule 486(a) under the Securities Act of 1933, as amended (the Securities Act), solely to register a new class of Common Shares of the Fund Class A-1 and respond to comments from the Staff regarding Post-Effective Amendment No. 1 to the Funds Registration Statement.
The following sets forth the Staffs comment and the Funds response thereto.
1. | Comment: Please confirm that the Fund will not offer shares through any intermediary pursuant to sales charge waivers, discounts and/or breakpoints required to be described in Appendix B to the prospectus prior to such time that the Fund files an updated Appendix B that contains all information the Fund understands to be required under Form N-2 and applicable rules, regulations and Staff guidance, either through a filing pursuant to Rule 497 of the Securities Act or an amendment to the Funds Registration Statement on Form N-2. |
Response: The Fund so confirms.
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We believe that this submission fully responds to your comments. Please feel free to call me at (312) 845-1248 if you have any questions regarding the foregoing.
Very truly yours,
/s/ William McAllister
William McAllister, Esq.
cc: | Joshua Ratner, Esq. |
Wu-Kwan Kit, Esq. |
David C. Sullivan, Esq. |
Nathan Briggs, Esq. |