<DOCUMENT>
<TYPE>EX-99.(G)(2)
<SEQUENCE>8
<FILENAME>dex99g2.txt
<DESCRIPTION>PORTFOLIO MANAGEMENT AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit g.2

                         PORTFOLIO MANAGEMENT AGREEMENT

                         PIMCO Municipal Income Fund II

     This Portfolio Management Agreement is executed as of June 18, 2002 by and
between PIMCO FUNDS ADVISORS LLC, a Delaware limited liability company (the
"Manager"), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited
liability company (the "Portfolio Manager").

                                   WITNESSETH:

     That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1.   SERVICES TO BE RENDERED BY THE PORTFOLIO MANAGER TO THE FUND.

     (a)  Subject always to the direction and oversight of the Trustees of PIMCO
          Municipal Income Fund II (the "Fund"), a  Massachusetts business
          trust, the Portfolio Manager, at its expense, will furnish
          continuously an investment program for the Fund and will make
          investment decisions on behalf of the Fund and place all orders for
          the purchase and sale of portfolio securities and all other
          investments. In the performance of its duties, the Portfolio Manager
          (1) will comply with the provisions of the Fund's Agreement and
          Declaration of Trust and Bylaws, including any amendments thereto
          (upon receipt of such amendments by the Portfolio Manager), and the
          investment objectives, policies and restrictions of the Fund as set
          forth in its current Prospectus and Statement of Additional
          Information (copies of which will be supplied to the Portfolio Manager
          upon filing with the Securities and Exchange Commission (the "SEC")),
          (2) will use its best efforts to safeguard and promote the welfare of
          the Fund and (3) will comply with other policies which the Trustees or
          the Manager, as the case may be, may from time to time determine as
          promptly as practicable after such policies have been communicated to
          the Portfolio Manager in writing. The Portfolio Manager and the
          Manager shall each make its officers and employees available to the
          other from time to time at reasonable times to review investment
          policies of the Fund and to consult with each other regarding
          investment affairs of the Fund.

     (b)  The Portfolio Manager, at its expense, will furnish (i) all necessary
          investment and management facilities, including salaries of personnel,
          required for it to execute its duties hereunder faithfully and (ii)
          administrative facilities, including bookkeeping, clerical personnel
          and equipment necessary for the efficient conduct of the investment
          affairs of the Fund, including verification and oversight of the
          pricing of the Fund's portfolio (but excluding determination of net
          asset value and shareholder accounting services).

     (c)  In the selection of brokers or dealers and the placing of orders for
          the purchase and sale of portfolio investments for the Fund, the
          Portfolio Manager shall use its

                                      -1-

<PAGE>

          best efforts to obtain for the Fund the most favorable price and
          execution available, except to the extent it may be permitted to pay
          higher brokerage commissions for brokerage and research services as
          described below. In using its best efforts to obtain for the Fund the
          most favorable price and execution available, the Portfolio Manager,
          bearing in mind the Fund's best interests at all times, shall consider
          all factors it deems relevant, including, by way of illustration,
          price, the size of the transaction, the nature of the market for the
          security, the amount of the commission, the timing of the transaction
          taking into account market prices and trends, the reputation,
          experience and financial stability of the broker or dealer involved
          and the quality of service rendered by the broker or dealer in other
          transactions. Subject to such policies as the Trustees of the Fund may
          determine and communicate to the Portfolio Manager in writing, the
          Portfolio Manager shall not be deemed to have acted unlawfully or to
          have breached any duty created by this Agreement or otherwise solely
          by reason of its having caused the Fund to pay a broker or dealer that
          provides brokerage and research services to the Portfolio Manager or
          its affiliates an amount of commission for effecting a portfolio
          investment transaction in excess of the amount of commission another
          broker or dealer would have charged for effecting that transaction, if
          the Portfolio Manager determines in good faith that such amount of
          commission was reasonable in relation to the value of the brokerage
          and research services provided by such broker or dealer, viewed in
          terms of either that particular transaction or the Portfolio Manager's
          overall responsibilities with respect to the Fund and to other clients
          of the Portfolio Manager and its affiliates as to which the Portfolio
          Manager and its affiliates exercise investment discretion. The Fund
          agrees that any entity or person associated with the Portfolio Manager
          or its affiliates which is a member of a national securities exchange
          is expressly authorized to effect any transaction on such exchange for
          the account of the Fund which is permitted by Section 11(a) of the
          Securities Exchange Act of 1934 (the "1934 Act").

     (d)  The Portfolio Manager shall not be obligated to pay any expenses of or
          for the Fund not expressly assumed by the Portfolio Manager pursuant
          to this Section 1.

2.   OTHER AGREEMENTS, ETC.

     It is understood that any of the shareholders, Trustees, officers and
     employees of the Fund may be a shareholder, member, director, officer or
     employee of, or be otherwise interested in, the Portfolio Manager, and in
     any person controlled by or under common control with the Portfolio
     Manager, and that the Portfolio Manager and any person controlled by or
     under common control with the Portfolio Manager may have an interest in the
     Fund. It is also understood that the Portfolio Manager and persons
     controlled by or under common control with the Portfolio Manager have and
     may have advisory, management service or other contracts with other
     organizations and persons, and may have other interests and businesses.

                                       -2-

<PAGE>

3.   COMPENSATION TO BE PAID BY THE MANAGER TO THE PORTFOLIO MANAGER.

     The Manager will pay the Portfolio Manager as compensation for the
     Portfolio Manager's services rendered and for the expenses borne by the
     Portfolio Manager pursuant to Section 1, a fee computed and paid monthly at
     the annual rate of 0.50% of the average daily net asset value of the Fund
     (including daily net assets attributable to any preferred shares of the
     Fund that may be outstanding). Such fee shall be payable for each month
     within 10 business days after the end of such month.

     In the event that the Portfolio Manager has agreed to a fee waiver
     arrangement with the Manager, subject to such terms and conditions as the
     Manager and the Portfolio Manager may set forth in such agreement, the
     compensation due the Portfolio Manager hereunder shall be reduced to the
     extent required by such fee waiver arrangement.

     If the Portfolio Manager shall serve for less than the whole of a month,
     the foregoing compensation shall be prorated.

4.   ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

     This Agreement shall automatically terminate, without the payment of any
     penalty, in the event of its assignment or in the event that the Investment
     Management Agreement between the Manager and the Fund shall have terminated
     for any reason; and this Agreement shall not be amended unless such
     amendment is approved at a meeting by the affirmative vote of a majority of
     the outstanding shares of the Fund, and by the vote, cast in person at a
     meeting called for the purpose of voting on such approval, of a majority of
     the Trustees of the Fund who are not interested persons of the Fund or of
     the Manager or the Portfolio Manager.

5.   EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

     This Agreement shall become effective upon its execution, and shall remain
     in full force and effect as to the Fund continuously thereafter (unless
     terminated automatically as set forth in Section 4) until terminated as
     follows:

     (a)  The Fund may at any time terminate this Agreement by written notice
          delivered or mailed by registered mail, postage prepaid, to the
          Manager and the Portfolio Manager, or

     (b)  If (i) the Trustees of the Fund or the shareholders by the affirmative
          vote of a majority of the outstanding shares of the Fund, and (ii) a
          majority of the Trustees of the Fund who are not interested persons of
          the Fund or of the Manager or of the Portfolio Manager, by vote cast
          in person at a meeting called for the purpose of voting on such
          approval, do not specifically approve at least annually the

                                       -3-

<PAGE>

          continuance of this Agreement, then this Agreement shall automatically
          terminate at the close of business on the second anniversary of its
          execution, or upon the expiration of one year from the effective date
          of the last such continuance, whichever is later; provided, however,
          that if the continuance of this Agreement is submitted to the
          shareholders of the Fund for their approval and such shareholders fail
          to approve such continuance of this Agreement as provided herein, the
          Portfolio Manager may continue to serve hereunder in a manner
          consistent with the Investment Company Act of 1940, as amended from
          time to time, and the rules and regulations thereunder (the "1940
          Act"), or

     (c)  The Manager may at any time terminate this Agreement by not less than
          60 days' written notice delivered or mailed by registered mail,
          postage prepaid, to the Portfolio Manager, and the Portfolio Manager
          may at any time terminate this Agreement by not less than 60 days'
          written notice delivered or mailed by registered mail, postage
          prepaid, to the Manager.

          Action by the Fund under (a) above may be taken either (i) by vote of
          a majority of the Trustees, or (ii) by the affirmative vote of a
          majority of the outstanding shares of the Fund.

          Termination of this Agreement pursuant to this Section 5 shall be
          without the payment of any penalty.

6.   CERTAIN INFORMATION.

     The Portfolio Manager shall promptly notify the Manager in writing of the
     occurrence of any of the following events: (a) the Portfolio Manager shall
     fail to be registered as an investment adviser under the Investment
     Advisers Act of 1940, as amended from time to time, (b) the Portfolio
     Manager shall have been served or otherwise have notice of any action,
     suit, proceeding, inquiry or investigation, at law or in equity, before or
     by any court, public board or body, involving the affairs of the Fund, (c)
     there is a change in control of the Portfolio Manager or any parent of the
     Portfolio Manager within the meaning of the 1940 Act, or (d) there is a
     material adverse change in the business or financial position of the
     Portfolio Manager.

7.   CERTAIN DEFINITIONS.

     For the purposes of this Agreement, the "affirmative vote of a majority of
     the outstanding shares" means the affirmative vote, at a duly called and
     held meeting of shareholders, (a) of the holders of 67% or more of the
     shares of the Fund, as the case may be, present (in person or by proxy) and
     entitled to vote at such meeting, if the holders of more than 50% of the
     outstanding shares of the Fund, as the case may be, entitled to vote at
     such meeting are present in person or by proxy, or (b) of the holders of
     more than 50% of the outstanding shares of the Fund, as the case may be,
     entitled to vote at such meeting, whichever is less.

                                       -4-

<PAGE>

         For the purposes of this Agreement, the terms "affiliated person,"
         "control," "interested person" and "assignment" shall have their
         respective meanings defined in the 1940 Act; the term "specifically
         approve at least annually" shall be construed in a manner consistent
         with the 1940 Act and the rules and regulations thereunder, subject,
         however, to such exemptions as may be granted by the SEC under the 1940
         Act and the rules and regulations thereunder; and the term "brokerage
         and research services" shall have the meaning given in the 1934 Act and
         the rules and regulations thereunder.

8.       NONLIABILITY OF PORTFOLIO MANAGER.

         Notwithstanding any other provisions of this Agreement, in the absence
         of willful misfeasance, bad faith or gross negligence on the part of
         the Portfolio Manager, or reckless disregard of its obligations and
         duties hereunder, the Portfolio Manager, including its officers,
         directors and members, shall not be subject to any liability to the
         Manager, to the Fund, or to any shareholder, officer, director, partner
         or Trustee thereof, for any act or omission in the course of, or
         connected with, rendering services hereunder.

9.       LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

         A copy of the Agreement and Declaration of Trust of the Fund 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 Trustees of the Fund as Trustees and not individually and that the
         obligations of this instrument are not binding upon any of the Trustees
         or shareholders individually but are binding only upon the assets and
         property of the Fund.

10.      EXERCISE OF VOTING RIGHTS.

         Except with the agreement or on the specific instructions of the
         Trustees of the Fund or the Manager, the Portfolio Manager shall not
         exercise or procure the exercise of any voting right attaching to
         investments of the Fund.

11.      COUNTERPARTS.

         This Agreement may be signed in one or more counterparts, each of
         which shall be deemed to be an original.

                                       -5-

<PAGE>

     IN WITNESS WHEREOF, PIMCO FUNDS ADVISORS LLC and PACIFIC INVESTMENT
MANAGEMENT COMPANY LLC have each caused this instrument to be signed on its
behalf by its duly authorized representative, all as of the day and year first
above written.

PIMCO FUNDS ADVISORS LLC                    PACIFIC INVESTMENT MANAGEMENT
                                                  COMPANY LLC

By:   /s/ Stephen J. Treadway               By: /s/ Chris P. Dialynas
      ---------------------                     -------------------------
Name: Stephen J. Treadway                       Name: Chris P. Dialynas
Title: Managing Director                        Title: Managing Director



Accepted and agreed to as of the
day and year first above written:

PIMCO MUNICIPAL INCOME FUND II

By:    /s/ Newton B. Schott, Jr.
       ------------------------------
Name:  Newton B. Schott, Jr.
Title: Vice President and Secretary

                                       -6-

</TEXT>
</DOCUMENT>
