EX-99.(D)(4) 3 dex99d4.txt SPECIMEN STOCK CERTIFICATE Exhibit d.4 AUCTION PREFERRED SHARE(S) OF BENEFICIAL INTEREST, SERIES A PAR VALUE $0.00001 PER SHARE $25,000 Liquidation Preference per Share Number ------ 1 THIS CERTIFICATE IS TRANSFERABLE CUSIP 72200W 20 5 IN BOSTON OR IN NEW YORK CITY SEE REVERSE SIDE FOR CERTAIN DEFINITIONS PIMCO MUNICIPAL INCOME FUND II SHARE CERTIFICATE This certifies that Cede & Co. is the owner of (______) ------------------- fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest, Series A, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per Share, of PIMCO Municipal Income Fund II, the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of March 29, 2002, establishing PIMCO Municipal Income Fund II, and all amendments and restatements thereto, copies of which are on file with the Secretary of State of The Commonwealth of Massachusetts, and to the terms and provisions of the Amended and Restated Bylaws of PIMCO Municipal Income Fund II, copies of which are on file with the Secretary of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Trustees properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Fund and the signatures of its duly authorized officers. Dated: Countersigned and Registered: Deutsche Bank Trust Company Americas (New York, New York) Transfer Agent and Registrar By: -------------------------- --------------------------- --------------------- Authorized Signature Treasurer President ******************************************************************************** Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ******************************************************************************** EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below, may be used.
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common and not as tenants in common TEN BY ENT As tenants by the entireties UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- ADM Administrator(s) FDN Foundation Administratrix PL Public Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of, EX Executor(s), Executrix Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. TRANSFER FORM For value received, hereby sell, assign and transfer unto: --------------- (I/We) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------ ----------------------------------------------------------- Please Print or Typewrite Name and Address (including postal Zip Code of Assignee) --------------------------------------------------------------------------- --------------------------------------------------------------------------- shares represented by this Certificate, ---------------------------------- and do hereby irrevocably constitute and appoint ------------------------------- Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated , ----------------- ------- Signature(s) ---------------------------- Signature Guaranteed By (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign). ----------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) IMPORTANT NOTICE When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. ******************************************************************************** This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares of Beneficial Interest, Series A, contained in the Amended and Restated Bylaws of PIMCO Municipal Income Fund II. ******************************************************************************** AUCTION PREFERRED SHARE(S) OF BENEFICIAL INTEREST, SERIES B PAR VALUE $0.00001 PER SHARE $25,000 Liquidation Preference per Share Number ------ 1 THIS CERTIFICATE IS TRANSFERABLE CUSIP 72200W 30 4 IN BOSTON OR IN NEW YORK CITY SEE REVERSE SIDE FOR CERTAIN DEFINITIONS PIMCO MUNICIPAL INCOME FUND II SHARE CERTIFICATE This certifies that Cede & Co. is the owner of (______) ------------------- fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest, Series B, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per Share, of PIMCO Municipal Income Fund II, the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of March 29, 2002, establishing PIMCO Municipal Income Fund II, and all amendments and restatements thereto, copies of which are on file with the Secretary of State of The Commonwealth of Massachusetts, and to the terms and provisions of the Amended and Restated Bylaws of PIMCO Municipal Income Fund II, copies of which are on file with the Secretary of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Trustees properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Fund and the signatures of its duly authorized officers. Dated: Countersigned and Registered: Deutsche Bank Trust Company Americas (New York, New York) Transfer Agent and Registrar By: -------------------------- ------------------------ ------------------------ Authorized Signature Treasurer President ******************************************************************************** Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ******************************************************************************** EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below, may be used.
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common and not as tenants in common TEN BY ENT As tenants by the entireties UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- ADM Administrator(s) FDN Foundation Administratrix PL Public Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of, EX Executor(s), Executrix Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. TRANSFER FORM For value received, hereby sell, assign and transfer unto: -------------- (I/We) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------ ------------------------------------------------------------ Please Print or Typewrite Name and Address (including postal Zip Code of Assignee) --------------------------------------------------------------------------- --------------------------------------------------------------------------- shares represented by this Certificate, -------------------------------- and do hereby irrevocably constitute and appoint ------------------------------ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated , ----------------- ------- Signature(s) ----------------------------------- Signature Guaranteed By (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign). ----------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) IMPORTANT NOTICE When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. ******************************************************************************** This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares of Beneficial Interest, Series B, contained in the Amended and Restated Bylaws of PIMCO Municipal Income Fund II. ******************************************************************************** AUCTION PREFERRED SHARE(S) OF BENEFICIAL INTEREST, SERIES C PAR VALUE $0.00001 PER SHARE $25,000 Liquidation Preference per Share Number ------ 1 THIS CERTIFICATE IS TRANSFERABLE CUSIP 72200W 40 3 IN BOSTON OR IN NEW YORK CITY SEE REVERSE SIDE FOR CERTAIN DEFINITIONS PIMCO MUNICIPAL INCOME FUND II SHARE CERTIFICATE This certifies that Cede & Co. is the owner of ---------------------------- (______) fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest, Series C, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per Share, of PIMCO Municipal Income Fund II, the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of March 29, 2002, establishing PIMCO Municipal Income Fund II, and all amendments and restatements thereto, copies of which are on file with the Secretary of State of The Commonwealth of Massachusetts, and to the terms and provisions of the Amended and Restated Bylaws of PIMCO Municipal Income Fund II, copies of which are on file with the Secretary of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Trustees properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Fund and the signatures of its duly authorized officers. Dated: Countersigned and Registered: Deutsche Bank Trust Company Americas (New York, New York) Transfer Agent and Registrar By: --------------------------- ---------------------- ------------------------- Authorized Signature Treasurer President ******************************************************************************** Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ******************************************************************************** EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below, may be used.
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common and not as tenants in common TEN BY ENT As tenants by the entireties UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- ADM Administrator(s) FDN Foundation Administratrix PL Public Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of, EX Executor(s), Executrix Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. TRANSFER FORM For value received, hereby sell, assign and transfer unto: ---------------- (I/We) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------ ------------------------------------------------------------ Please Print or Typewrite Name and Address (including postal Zip Code of Assignee) --------------------------------------------------------------------------- --------------------------------------------------------------------------- shares represented by this Certificate, and do hereby -------------------- irrevocably constitute and appoint Attorney, to transfer ------------------- such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated , ----------------- ------- Signature(s) ----------------------------------- Signature Guaranteed By (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign). ----------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) IMPORTANT NOTICE When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. ******************************************************************************** This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares of Beneficial Interest, Series C, contained in the Amended and Restated Bylaws of PIMCO Municipal Income Fund II. ******************************************************************************** AUCTION PREFERRED SHARE(S) OF BENEFICIAL INTEREST, SERIES D PAR VALUE $0.00001 PER SHARE $25,000 Liquidation Preference per Share Number ------ 1 THIS CERTIFICATE IS TRANSFERABLE CUSIP 72200W 50 2 IN BOSTON OR IN NEW YORK CITY SEE REVERSE SIDE FOR CERTAIN DEFINITIONS PIMCO MUNICIPAL INCOME FUND II SHARE CERTIFICATE This certifies that Cede & Co. is the owner of (______) ------------------- fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest, Series D, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per Share, of PIMCO Municipal Income Fund II, the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of March 29, 2002, establishing PIMCO Municipal Income Fund II, and all amendments and restatements thereto, copies of which are on file with the Secretary of State of The Commonwealth of Massachusetts, and to the terms and provisions of the Amended and Restated Bylaws of PIMCO Municipal Income Fund II, copies of which are on file with the Secretary of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Trustees properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Fund and the signatures of its duly authorized officers. Dated: Countersigned and Registered: Deutsche Bank Trust Company Americas (New York, New York) Transfer Agent and Registrar By: -------------------------- ------------------------ ------------------------ Authorized Signature Treasurer President ******************************************************************************** Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ******************************************************************************** EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below, may be used.
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common and not as tenants in common TEN BY ENT As tenants by the entireties UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- ADM Administrator(s) FDN Foundation Administratrix PL Public Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of, EX Executor(s), Executrix Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. TRANSFER FORM For value received, hereby sell, assign and transfer unto: ---------------- (I/We) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------ ------------------------------------------------------------ Please Print or Typewrite Name and Address (including postal Zip Code of Assignee) --------------------------------------------------------------------------- --------------------------------------------------------------------------- shares represented by this Certificate, -------------------------------- and do hereby irrevocably constitute and appoint ------------------------------ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated , ----------------- ------- Signature(s) ----------------------------------- Signature Guaranteed By (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign). ----------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) IMPORTANT NOTICE When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. ******************************************************************************** This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares of Beneficial Interest, Series D, contained in the Amended and Restated Bylaws of PIMCO Municipal Income Fund II. ******************************************************************************** AUCTION PREFERRED SHARE(S) OF BENEFICIAL INTEREST, SERIES E PAR VALUE $0.00001 PER SHARE $25,000 Liquidation Preference per Share Number ------ 1 THIS CERTIFICATE IS TRANSFERABLE CUSIP 72200W 60 1 IN BOSTON OR IN NEW YORK CITY SEE REVERSE SIDE FOR CERTAIN DEFINITIONS PIMCO MUNICIPAL INCOME FUND II SHARE CERTIFICATE This certifies that Cede & Co. is the owner of (______) ----------------- fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest, Series E, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per Share, of PIMCO Municipal Income Fund II, the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of March 29, 2002, establishing PIMCO Municipal Income Fund II, and all amendments and restatements thereto, copies of which are on file with the Secretary of State of The Commonwealth of Massachusetts, and to the terms and provisions of the Amended and Restated Bylaws of PIMCO Municipal Income Fund II, copies of which are on file with the Secretary of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Trustees properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Fund and the signatures of its duly authorized officers. Dated: Countersigned and Registered: Deutsche Bank Trust Company Americas (New York, New York) Transfer Agent and Registrar By: ------------------------ ------------------------ ------------------------ Authorized Signature Treasurer President ******************************************************************************** Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. ******************************************************************************** EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below, may be used.
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common and not as tenants in commont TEN BY ENT As tenants by the entireties UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
Abbreviation Equivalent Abbreviation Equivalent ------------ ---------- ------------ ---------- ADM Administrator(s) FDN Foundation Administratrix PL Public Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of, EX Executor(s), Executrix Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. TRANSFER FORM For value received, hereby sell, assign and transfer unto: ---------------- (I/We) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------ ------------------------------------------------------------ Please Print or Typewrite Name and Address (including postal Zip Code of Assignee) --------------------------------------------------------------------------- --------------------------------------------------------------------------- shares represented by this Certificate, -------------------------------- and do hereby irrevocably constitute and appoint ------------------------------ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated , ----------------- -------- Signature(s) Signature Guaranteed By ----------------------------------- (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular,without alteration or enlargement or any change whatsoever.If more than one owner, all must sign). -------------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) IMPORTANT NOTICE When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. ******************************************************************************** This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares of Beneficial Interest, Series E, contained in the Amended and Restated Bylaws of PIMCO Municipal Income Fund II. ********************************************************************************