-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/F/lUuJr+lb8KEM/dXzL8NDWBlBrjVDfmSvhMFZEplKNriGBj+YwdlEwxYYbxEd r016axEFIbu0igYWUlcDpg== 0000927016-02-003423.txt : 20020626 0000927016-02-003423.hdr.sgml : 20020626 20020626171130 ACCESSION NUMBER: 0000927016-02-003423 CONFORMED SUBMISSION TYPE: N-2MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020626 EFFECTIVENESS DATE: 20020626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO MUNICIPAL INCOME FUND II CENTRAL INDEX KEY: 0001170299 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-91270 FILM NUMBER: 02688091 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 47TH FL CITY: NEW YORK STATE: NY ZIP: 10105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO MUNICIPAL INCOME FUND II CENTRAL INDEX KEY: 0001170299 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N-2MEF SEC ACT: 1940 Act SEC FILE NUMBER: 811-21076 FILM NUMBER: 02688092 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 47TH FL CITY: NEW YORK STATE: NY ZIP: 10105 N-2MEF 1 dn2mef.txt PIMCO MUNI INCOME FUND II 6 As filed with the Securities and Exchange Commission on June 26, 2002 ================================================================================ 1933 Act File No. 333-_____ 1940 Act File No. 811-21076 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-2 [X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_] Pre-Effective Amendment No. ___ [_] Post-Effective Amendment No. ___ and [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 3 PIMCO Municipal Income Fund II (Exact Name of Registrant as Specified in Declaration of Trust) c/o PIMCO Funds Advisors LLC 1345 Avenue of the Americas New York, New York 10105 (Address of Principal Executive Offices) (Number, Street, City, State, Zip Code) (212) 739-3502 (Registrant's Telephone Number, including Area Code) Stephen J. Treadway c/o PIMCO Funds Distributors LLC 2187 Atlantic Street Stamford, Connecticut 06902 (Name and Address (Number, Street, City, State, Zip Code) of Agent for Service) Copies of Communications to: Joseph B. Kittredge, Jr., Esq. Thomas A. Hale, Esq. Ropes & Gray Skadden, Arps, Slate, Meagher & Flom (Illinois) One International Place 333 West Wacker Drive Boston, Massachusetts 02110 Chicago, Illinois 60606 Approximate Date of Proposed Public Offering: Upon the effectiveness of this Registration Statement --------------------------- If any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [_] It is proposed that this filing will become effective (check appropriate box) [_] when declared effective pursuant to section 8(c) [X] immediately upon filing pursuant to Rule 462(b). This Registration Statement is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933; the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-86282. ---------------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount Being Offering Price Per Aggregate Amount of Title of Securities Being Registered Registered Unit Offering Price/1/ Registration Fee - ------------------------------------ ------------ ------------------ ---------------- ------------------- Common Shares, par value $0.00001 8,075,000 Shares $ 15.00 $ 121,125,000 $ 11,143.50 - -------------------------------------------------------------------------------------------------------------------------
/1/ Estimated solely for the purpose of calculating the registration fee. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed to register additional Common Shares of the Registrant pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the Registration Statement on Form N-2 relating to the same offering and all amendments thereto (File No. 333-86282), including the prospectus and statement of additional information included therein and the exhibits thereto (other than consents and opinions refiled herewith), declared effective on June 25, 2002 are incorporated herein by reference. PART C - OTHER INFORMATION Item 24: Financial Statements and Exhibits 1. Financial Statements: Registrant has not conducted any business as of the date of this filing, other than in connection with its organization. Financial Statements indicating that the Registrant has met the net worth requirements of Section 14(a) of the 1940 Act were filed in Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-2 (File No. 333-86282), as filed on June 25, 2002, and are incorporated herein by reference. 2. Exhibits: a.1 Agreement and Declaration of Trust dated March 29, 2002. (1) a.2 Amended and Restated Agreement and Declaration of Trust dated June 18, 2002. (2) b.1 Bylaws of Registrant dated March 29, 2002. (1) b.2 Amended and Restated Bylaws of Registrant dated June 18, 2002. (2) c. None. d.1 Article III (Shares) and Article V (Shareholders' Voting Powers and Meetings) of the Amended and Restated Agreement and Declaration of Trust. (2) d.2 Article 10 (Shareholders' Voting Powers and Meetings) of the Amended and Restated Bylaws of Registrant. (2) d.3 Form of Share Certificate of the Common Shares. (2) e. Terms and Conditions of Dividend Reinvestment Plan. (2) f. None. g.1 Investment Management Agreement between Registrant and PIMCO Funds Advisors LLC dated June 18, 2002. (2) g.2 Portfolio Management Agreement between PIMCO Funds Advisors LLC and Pacific Investment Management Company LLC dated June 18, 2002. (2) h.1 Form of Underwriting Agreement. (2) h.2 Form of Master Selected Dealer Agreement. (2) h.3 Form of Master Agreement Among Underwriters. (2) h.4 Form of Additional Compensation Agreement. (2) i. None. j. Form of Custodian Agreement between Registrant and State Street Bank & Trust Co. (2) k.1 Form of Transfer Agency Services Agreement between Registrant and PFPC Inc. (2) C-1 k.2 Organizational and Offering Expenses Reimbursement Agreement between Registrant and PIMCO Funds Advisors LLC dated June 18, 2002.(2) k.3 Fee Waiver Agreement between Registrant and PIMCO Funds Advisors LLC dated June 18, 2002.(2) k.4 Fee Waiver Agreement between PIMCO Funds Advisors LLC and Pacific Investment Management Company LLC dated June 18, 2002.(2) l. Opinion and consent of Ropes & Gray, filed herewith. m. None. n. Consent of PricewaterhouseCoopers LLP, filed herewith. o. None. p. Subscription Agreement of PIMCO Funds Advisors LLC dated June 18, 2002.(2) q. None. r.1 Code of Ethics of Registrant dated June 18, 2002.(2) r.2 Code of Ethics of PIMCO Funds Advisors LLC dated January 1, 2002.(2) r.3 Code of Ethics of Pacific Investment Management Company LLC dated December 31, 2001.(2) s. Power of Attorney for each of Messrs. Belica, Connor, Dalessandro, Kertess, and Sullivan.(2) - -------------------------- (1) Incorporated by reference to the Registrant's Initial Registration Statement on Form N-2, File No. 333-86282, filed on April 15, 2002. (2) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-2, File No. 333-86282, filed on June 25, 2002. C-2 Item 25: Marketing Arrangements Incorporated by reference from Sections 3(p), 4(h), 5(i), 8 and 9 of Exhibit h.1 of Item 24 and Sections 8, 9, and 15 of Exhibit h.3 of Item 24 of the Registrant's Registration Statement on Form N-2 (File No. 333-86282), as filed in Pre-Effective Amendment No. 2 to said Registration Statement on June 25, 2002, and are incorporated herein by reference. Item 26: Other Expenses of Issuance and Distribution Securities and Exchange Commission Fees $ 80,144* National Association of Securities Dealers, Inc. Fees 30,500* Printing and engraving expenses 291,000* Legal fees 219,000* New York Stock Exchange listing fees 205,300* Accounting expenses 12,000* Transfer Agent fees 3,000* Marketing expenses 45,000* Miscellaneous expenses 5,200* --------- Total 891,144* PIMCO Funds Advisors LLC has agreed to pay the amount by which the aggregate of all the Fund's organizational expenses and all offering costs (other than the sales load) exceed $0.03 per share. * Estimated expense. The expenses set forth above include the expenses associated with the issuance and distribution of the Registrant's common shares of beneficial interest whose offering was registered on Registrant's Registration Statement on Form N-2 (File No. 333-86282). Item 27: Persons Controlled by or under Common Control with Registrant Not applicable. Item 28: Number of Holders of Securities At June 25, 2002 Number of Title of Class Record Holders -------------- -------------- Common Shares, par value $0.00001 1 Item 29: Indemnification Reference is made to Article VIII, Sections 1 through 4, of the Registrant's Amended and Restated Agreement and Declaration of Trust, which is incorporated by reference from Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-2 (File No. 333-86282), as filed on June 25, 2002. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust's Amended and Restated Agreement and Declaration of Trust, its Amended and Restated Bylaws or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. C-3 Item 30: Business and Other Connections of Investment Adviser Descriptions of the business of PIMCO Funds Advisors LLC, the Registrant's investment manager, and Pacific Investment Management Company LLC, the Registrant's portfolio manager, are set forth under the captions "Investment Manager" and "Portfolio Manager" under "Management of the Fund" in both the prospectus and Statement of Additional Information forming part of the Registrant's Registration Statement on Form N-2, as amended (File No. 333-86282), and are incorporated herein by reference. The following sets forth business and other connections of each director and executive officer (and persons performing similar functions) of PIMCO Funds Advisors LLC and Pacific Investment Management Company LLC. PIMCO Funds Advisors LLC 1345 Avenue of the Americas New York, NY 10105 Name Position with Advisor Other Connections - ---------------- -------------------------- ------------------------------ Larry A. Altadonna Vice President Andrew Bocko Senior Vice President and Senior Vice President, Director of IT PIMCO Funds Advisors LLC, Allianz Dresdner Asset Management U.S. Equities LLC, PIMCO Funds Advisors LLC, Allianz Dresdner Asset Management of America L.P. Tim Clark Managing Director Cindy Columbo Vice President Patrick Coyne Vice President David C. Flattum Managing Director, Managing Director, General General Counsel Counsel and Head of Corporate Functions, Allianz Dresdner Asset Management of America L.P., Managing Director, Allianz Dresdner Asset Management U.S. Equities LLC, Allianz Hedge Fund Partners Holding L.P., Nicholas Applegate Capital Management Holdings, PIMCO Advisory Service Holdings, LLC Derek Hayes Senior Vice President Steve Jobe Senior Vice President Alan Kwan Vice President John C. Maney Executive Vice President Executive Vice President and and Chief Financial Chief Financial Officer, Allianz Dresdner Asset Management of America L.P., Chief Financial Officer, PIMCO Funds Advisors LLC, Allianz Dresdner Asset Management U.S. Equities LLC, Cadence Capital Management LLC, NFJ Investment Group L.P., OCE Distributors LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, Pacific Investment Management Company LLC, PIMCO Allianz Advisors LLC, PIMCO CD Distributors LLC, PIMCO Equity Advisors LLC, PIMCO Equity Partners LLC, PIMCO Funds Advertising Agency Inc., PIMCO Funds Distributors LLC, Allianz Private Client Services LLC, StocksPLUS Management Inc. and Value Advisors LLC Vinh T. Nguyen Vice President and Vice President and Controller, Controller PIMCO Funds Advisors LLC, Allianz Dresdner Asset Management of America L.P., Allianz Dresdner Asset Management U.S. Equities LLC, Cadence Capital Management LLC, NFJ Investment Group L.P., OCE Distributors LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, Pacific Investment Management Company LLC, PIMCO Allianz Advisors LLC, PIMCO CD Distributors LLC, PIMCO Equity Advisors LLC, C-4 PIMCO Equity Partners LLC, PIMCO Funds Advertising Agency Inc., PIMCO Funds Distributors LLC, Allianz Private Client Services LLC, StocksPLUS Management Inc. and Value Advisors LLC Francis C. Poli Executive Vice President, Chief Legal and Compliance Director of Compliance Officer, PIMCO Funds Advisors and Assistant Secretary LLC, Allianz Dresdner Asset Management Of America L.P., Allianz Dresdner Asset Management U.S. Equities LLC, Allianz Hedge Fund Partners L.P., Allianz Private Client Services LLC, Cadence Capital Management LLC, NFJ Investment Group L.P., OCC Distributors LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, PIMCO Advisory Services Holdings LLC, PIMCO Allianz Advisors LLC, PIMCO CD Distributors LLC, PIMCO Equity Advisors LLC Bob Rokose Vice President and Assistant Controller Newton B. Schott, Jr. Managing Director, Vice President, PIMCO Allianz Chief Legal Officer Advisors LLC, Executive Vice and Secretary President, Chief Legal Officer and Secretary, PIMCO Funds Advertising Agency Inc., PIMCO Funds Distributors LLC Brian S. Shlissel Senior Vice President Stewart A. Smith Vice President and Secretary, PIMCO Funds Assistant Secretary Advisors LLC, Allianz Dresdner Asset Management of America L.P., Allianz Dresdner Asset Management U.S. Equities LLC, Alianz Hedge Fund Partners L.P., Allianz Private Client Services LLC, Cadence Capital Management LLC, NFJ Investment Group L.P., PIMCO Advisory Services Holding LLC, PIMCO Allianz Advisors, PIMCO CD Distributors and PIMCO Equity Advisors LLC, Assistant Secretary, Oppenheimer Capital LLC, OpCap Advisors and OCC Distributors LLC Stephen J. Treadway Managing Director and Chairman, President and Chief Chief Executive Officer Executive Officer, PIMCO Funds Advertising Agency Inc.; Managing Director and Chief Executive Officer, PIMCO Funds Distributors LLC, Managing Director, PIMCO Allianz Advisors LLC, Allianz Private Client Services LLC, Allianz Dresdner Asset Management of America L.P. James G. Ward Executive Vice President Executive Vice President, and Director of Human Allianz Asset Management of Resources America L.P., Director of Human Resources, Allianz Asset Management U.S. Equities LLC, PIMCO Funds Distributors LLC Michael B. Zuckerman Vice President C-5 Pacific Investment Management Company LLC ("PIMCO") 840 Newport Center Drive, Suite 300 Newport Beach, CA 92660 Name Business and Other Connections - ----------------------------- -------------------------------------------------- Arnold, Tammie J. Executive Vice President, PIMCO Benz, William R. II Managing Director, Executive Committee Member, PIMCO Bhansali, Vineer Executive Vice President, PIMCO Brynjolfsson, John B. Executive Vice President, PIMCO Burns, R. Wesley Managing Director, PIMCO; President and Trustee of PIMCO Funds and PIMCO Variable Insurance Trust; President and Director of PIMCO Commercial Mortgage Securities Trust, Inc.; Director, PIMCO Funds: Global Investors Series plc and PIMCO Global Advisors (Ireland) Limited Cupps, Wendy W. Executive Vice President, PIMCO Dialynas, Chris P. Managing Director, PIMCO El-Erian, Mohamed A. Managing Director, PIMCO Gross, William H. Managing Director and Executive Committee Member, PIMCO; Director and Vice President, StocksPLUS Management, Inc.; Senior Vice President of PIMCO Funds and PIMCO Variable Insurance Trust Hague, John L. Managing Director, PIMCO Hally, Gordon C. Executive Vice President, PIMCO Hamalainen, Pasi M. Managing Director, PIMCO Harris, Brent R. Managing Director and Executive Committee Member, PIMCO; Director and Vice President, StocksPLUS Management, Inc.; Trustee and Chairman of PIMCO Funds and PIMCO Variable Insurance Trust; Director and Chairman, PIMCO Commercial Mortgage Securities Trust, Inc.; Managing Director, PIMCO Specialty Markets LLC Hinman, David C. Executive Vice President, PIMCO Hodge, Douglas M. Executive Vice President, PIMCO; Director, PIMCO JAPAN LTD Holden, Brent L. Managing Director, PIMCO Isberg, Margaret E. Managing Director, PIMCO; Senior Vice President of PIMCO Funds Keller, James M. Managing Director, PIMCO Kennedy, Raymond G. Managing Director, PIMCO Loftus, John S. Managing Director, PIMCO; Senior Vice President of PIMCO Funds; Vice President and Assistant Secretary, StocksPLUS Management, Inc. Mariappa, Sudesh N. Executive Vice President, PIMCO C-6 Mather, Scott A. Executive Vice President, PIMCO; Senior Vice President, PIMCO Commercial Mortgage Securities Trust, Inc. McCray, Mark V. Executive Vice President, PIMCO McCulley, Paul A. Managing Director, PIMCO McDevitt, Joseph E. Executive Vice President, PIMCO; Director and Chief Executive Officer, PIMCO Europe Ltd Meiling, Dean S. Managing Director, PIMCO Monsan, Kristen S. Executive Vice President, PIMCO Muzzy, James F. Managing Director, PIMCO; Director and Vice President, StocksPLUS Management, Inc.; Senior Vice President, PIMCO Variable Insurance Trust; Vice President of PIMCO Funds; Director, PIMCO Europe Ltd., PIMCO JAPAN LTD., PIMCO Asia Pte Ltd., PIMCO Australia Pty Ltd. Otterbein, Thomas J. Executive Vice President, PIMCO Phansalkar, Mohan V. Executive Vice President, Secretary and Chief Legal Officer, PIMCO; Vice President and Secretary, StocksPLUS Management, Inc. Podlich, William F. Managing Director, PIMCO Powers, William C. Managing Director and Executive Committee Member, PIMCO; Senior Vice President, PIMCO Commercial Mortgage Securities Trust, Inc. Schmider, Ernest L. Managing Director, PIMCO Simon, W. Scott Executive Vice President, PIMCO Thomas, Lee R. Managing Director, PIMCO Thompson, William S. Managing Director and Executive Committee Member, PIMCO; Director and President, StocksPLUS Management, Inc.; Senior Vice President of PIMCO Variable Insurance Trust; Vice President of PIMCO Funds and PIMCO Commercial Mortgage Securities Trust, Inc. Trosky, Benjamin L. Managing Director, PIMCO; Senior Vice President, PIMCO Commercial Mortgage Securities Trust, Inc. Weil, Richard M. Managing Director, Chief Operating Officer and Executive Committee Member, PIMCO Wood, George H. Executive Vice President, PIMCO Wyman, Charles C. Executive Vice President, PIMCO C-7 Item 31: Location of Accounts and Records The account books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of State Street Bank & Trust Co., 225 Franklin Street, Boston, MA 02110 and/or PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809. Item 32: Management Services Not applicable. Item 33: Undertakings 1. Registrant undertakes to suspend the offering of its Common Shares until it amends the prospectus filed herewith if (1) subsequent to the effective date of its registration statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the registration statement, or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus. 2. Not applicable. 3. Not applicable. 4. Not applicable. 5. The Registrant undertakes that: a. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective; and b. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. 6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information. Notice A copy of the Agreement and Declaration of Trust of PIMCO Municipal Income Fund II (the "Fund"), together with all amendments thereto, is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Fund by any officer of the Fund as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees of the Fund or shareholders of the Fund individually, but are binding only upon the assets and property of the Fund. C-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 26th day of June, 2002. PIMCO Municipal Income Fund II /s/ Stephen J. Treadway By: --------------------------------- Stephen J. Treadway, President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name Capacity Date ---- -------- ---- /s/ Stephen J. Treadway President June 26, 2002 - --------------------------------- Stephen J. Treadway Paul Belica* Trustee June 26, 2002 - --------------------------------- Paul Belica Robert E. Connor* Trustee June 26, 2002 - --------------------------------- Robert E. Connor John J. Dalessandro II* Trustee June 26, 2002 - --------------------------------- John J. Dalessandro II Hans W. Kertess* Trustee June 26, 2002 - --------------------------------- Hans W. Kertess R. Peter Sullivan III * Trustee June 26, 2002 - --------------------------------- R. Peter Sullivan III /s/ Brian S. Shlissel Treasurer and Principal June 26, 2002 - --------------------------------- Financial and Accounting Brian S. Shlissel Officer
*By: /s/ Stephen J. Treadway ------------------------ Stephen J. Treadway Attorney-In-Fact Date: June 26, 2002 INDEX TO EXHIBITS Exhibit Exhibit Name - ------- ------------ l. Opinion and consent of Ropes & Gray. n. Consent of PricewaterhouseCoopers LLP. EX-99.L 3 dex99l.txt OPINION AND CONSENT OF ROPES & GRAY Exhibit l. Ropes & Gray One International Place Boston, MA 02110-2624 Phone: (617) 951-7000 Fax: (617) 951-7050 June 26, 2002 PIMCO Municipal Income Fund II c/o PIMCO Funds Advisors LLC 1345 Avenue of the Americas New York, New York 10105 Ladies and Gentlemen: We have acted as counsel to PIMCO Municipal Income Fund II (the "Fund") in connection with the Registration Statement of the Fund on Form N-2 (File No. 333-86282) (the "Original Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), and the Investment Company Act of 1940, as amended (the "Investment Company Act"), in connection with the registration of certain of its common shares of beneficial interest. This opinion is being issued in connection with the Registration Statement of the Fund on Form N-2 (the "New Registration Statement"), which is being filed pursuant to Rule 462(b) under the Securities Act to register additional common shares of beneficial interest of the Fund (the "Additional Common Shares") that are part of the same offering described in the Original Registration Statement. The Additional Common Shares are to be sold pursuant to an Underwriting Agreement substantially in the form filed as an exhibit to the Original Registration Statement (the "Underwriting Agreement") among the Fund, PIMCO Funds Advisors LLC, UBS Warburg LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc., First Union Securities, Inc., Prudential Securities Incorporated, Quick & Reilly, Inc. A FleetBoston Financial Company, Raymond James & Associates, Inc., RBC Dain Rauscher Incorporated, Wells Fargo Securities, LLC, Fahnestock & Co. Inc. and McDonald Investments, Inc. A KeyCorp Company. We have examined the Fund's Agreement and Declaration of Trust on file in the office of the Secretary of State of The Commonwealth of Massachusetts, as amended (the "Declaration of Trust"), and the Fund's Bylaws, and are familiar with the actions taken by the Fund in connection with the issuance and sale of the Additional Common Shares. We have also examined such other documents and records as we have deemed necessary for the purposes of this opinion. Based upon the foregoing, we are of the opinion that: PIMCO Municipal Income Fund II -2- June 26, 2002 1. The Fund is a duly organized and validly existing unincorporated association under and by virtue of the laws of The Commonwealth of Massachusetts. 2. The Additional Common Shares have been duly authorized and, when issued and paid for in accordance with the Underwriting Agreement, will be validly issued, fully paid and, except as described in the following paragraph, nonassessable by the Fund. The Fund is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires that a notice of such disclaimer be given in each note, bond, contract, instrument, certificate or undertaking entered into or executed by the Fund or its Trustees. The Declaration of Trust provides for indemnification out of the property of the Fund for all loss and expense of any shareholder of the Fund held personally liable solely by reason of his being or having been a shareholder. Thus, the risk of a shareholder's incurring financial loss on account of being a shareholder is limited to circumstances in which the Fund itself would be unable to meet its obligations. We understand that this opinion is to be used in connection with the registration of the Additional Common Shares for offering and sale pursuant to the Securities Act, as amended. We consent to the filing of this opinion with and as part of the New Registration Statement and to the references to our firm under the captions "Tax matters" and "Legal matters" in the Prospectus incorporated by reference into the New Registration Statement. Very truly yours /s/ Ropes & Gray Ropes & Gray EX-99.N 4 dex99n.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit n. CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form N-2 of our report dated June 20, 2002, related to the statement of assets and liabilities of PIMCO Municipal Income Fund II as of June 19, 2002 and the related statement of operations for the one day then ended, which are also incorporated by reference into the Registration Statement. We also consent to the reference to us under the heading "Independent Accountants" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York June 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----