<DOCUMENT>
<TYPE>EX-99.(K)(1)
<SEQUENCE>14
<FILENAME>dex99k1.txt
<DESCRIPTION>FORM OF TRANSFER AGENCY SERVICES AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit k.1

                       TRANSFER AGENCY SERVICES AGREEMENT

         THIS AGREEMENT is made as of ________________, 2002 by and between
PFPC INC., a Massachusetts corporation ("PFPC"), and PIMCO MUNICIPAL INCOME FUND
II, a Massachusetts business trust (the "Fund").

                              W I T N E S S E T H:

         WHEREAS, the Fund is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

         WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent and PFPC
wishes to furnish such services.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:

1.       Definitions. As Used in this Agreement:

         (a)   "1933 Act" means the Securities Act of 1933, as amended.

         (b)   "1934 Act" means the Securities Exchange Act of 1934, as amended.

         (c)   "Authorized Person" means any officer of the Fund and any other
               person duly authorized by the Fund's Board of Trustees to give
               Oral Instructions and Written Instructions on behalf of the Fund.
               An Authorized Person's scope of authority may be limited by
               limited by setting forth such limitation in a written document
               signed by both parties hereto.

         (d)   "CEA" means the Commodities Exchange Act, as amended.

         (e)   "Oral Instructions" mean oral instructions received by PFPC from
               an Authorized Person or from a person reasonably believed by
               PFPC to be an Authorized Person.

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               PFPC may, in its sole discretion in each separate instance,
               consider and rely upon instructions it receives from an
               Authorized Person via electronic mail as Oral Instructions.

         (f)   "SEC" means the Securities and Exchange Commission.

         (g)   "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
               and the CEA.

         (h)   "Shares" mean the shares of beneficial interest of any series or
               class of the Fund.

         (i)   "Written Instructions" mean (i) written instructions signed by an
               Authorized Person and received by PFPC or (ii) trade instructions
               transmitted (and received by PFPC) by means of an electronic
               transaction reporting system access to which requires use of a
               password or other authorized identifier. The instructions may be
               delivered by hand, mail, tested telegram, cable, telex or
               facsimile sending device.

2.       Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
         registrar, dividend disbursing agent and shareholder servicing agent to
         the Fund in accordance with the terms set forth in this Agreement. PFPC
         accepts such appointment and agrees to furnish such services.

3.       Delivery of Documents. The Fund has provided or, where applicable, will
         provide PFPC with the following:

         (a)   At PFPC's request, certified or authenticated copies of the
               resolutions of the Fund's Board of Trustees, approving the
               appointment of PFPC or its affiliates to provide services to the
               Fund and approving this Agreement;

         (b)   A copy of the Fund's most recent effective registration
               statement;

         (c)   A copy of the advisory agreement with respect to the Fund;

         (d)   A copy of the distribution/underwriting agreement with respect to
               each class of Shares of the Fund;

         (e)   A copy of the Fund's administration agreements if PFPC is not
               providing the

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               Fund with such services;

         (f)   Copies of any distribution and/or shareholder servicing plans and
               agreements made in respect of the Fund;

         (g)   A copy of the Fund's organizational documents, as filed with the
               state in which the Fund is organized; and

         (h)   Copies (certified or authenticated where applicable) of any and
               all amendments or supplements to the foregoing.

4.       Compliance with Rules and Regulations. PFPC undertakes to comply with
         all applicable requirements of the Securities Laws and any laws, rules
         and regulations of governmental authorities having jurisdiction with
         respect to the duties to be performed by PFPC hereunder. Except as
         specifically set forth herein, PFPC assumes no responsibility for such
         compliance by the Fund or any other entity.

5.       Instructions.

         (a)   Unless otherwise provided in this Agreement, PFPC shall act only
               upon Oral Instructions or Written Instructions.

         (b)   PFPC shall be entitled to rely upon any Oral Instruction or
               Written Instruction it receives from an Authorized Person (or
               from a person reasonably believed by PFPC to be an Authorized
               Person) pursuant to this Agreement. PFPC may assume that any Oral
               Instruction or Written Instruction received hereunder is not in
               any way inconsistent with the provisions of organizational
               documents or this Agreement or of any vote, resolution or
               proceeding of the Fund's Board of Trustees or of the Fund's
               shareholders, unless and until PFPC receives Written Instructions
               to the contrary.

         (c)   The Fund agrees to forward to PFPC Written Instructions
               confirming Oral Instructions so that PFPC receives the Written
               Instructions by the close of

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               business on the same day that such Oral Instructions are
               received. The fact that such confirming Written Instructions are
               not received by PFPC or differ from the Oral Instructions shall
               in no way invalidate the transactions or enforceability of the
               transactions authorized by the Oral Instructions or PFPC's
               ability to rely upon such Oral Instructions. Where Oral
               Instructions or Written Instructions reasonably appear to have
               been received from an Authorized Person, PFPC shall incur no
               liability to the Fund in acting in conformance with such Oral
               Instructions or Written Instructions provided that PFPC's actions
               comply with the other provisions of this Agreement.

     6.  Right to Receive Advice.

         (a)   Advice of the Fund. If PFPC is in doubt as to any action it
               should or should not take, PFPC may request directions or advice,
               including Oral Instructions or Written Instructions, from the
               Fund.

         (b)   Advice of Counsel. If PFPC shall be in doubt as to any question
               of law pertaining to any action it should or should not take,
               PFPC may request advice from counsel of its own choosing (who may
               be counsel for the Fund, the Fund's investment adviser or PFPC,
               at the option of PFPC).

         (c)   Conflicting Advice. In the event of a conflict between directions
               or advice or Oral Instructions or Written Instructions PFPC
               receives from the Fund, and the advice it receives from counsel,
               PFPC may rely upon and follow the advice of counsel. Reliance on
               such advice, however, does not excuse PFPC from its duties under
               this Agreement.

         (d)   Protection of PFPC. PFPC shall be protected in any action it
               takes or does not

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               take in reliance upon directions or advice or Oral Instructions
               or Written Instructions it receives from the Fund or from counsel
               and which PFPC believes, in good faith, to be consistent with
               those directions or advice or Oral Instructions or Written
               Instructions. Nothing in this section shall be construed so as to
               impose an obligation upon PFPC (i) to seek such directions or
               advice or Oral Instructions or Written Instructions, or (ii) to
               act in accordance with such directions or advice or Oral
               Instructions or Written Instructions unless, under the terms of
               other provisions of this Agreement, the same is a condition of
               PFPC's properly taking or not taking such action.

7.       Records; Visits. The books and records pertaining to the Fund, which
         are in the possession or under the control of PFPC, shall be the
         property of the Fund. Such books and records shall be prepared and
         maintained as required by the 1940 Act and other applicable securities
         laws, rules and regulations. The Fund and Authorized Persons shall have
         access to such books and records at all times during PFPC's normal
         business hours. Upon the reasonable request of the Fund, copies of any
         such books and records shall be provided by PFPC to the Fund or to an
         Authorized Person, at the Fund's expense.

8.       Confidentiality. Each party shall keep confidential any information
         relating to the other party's business ("Confidential Information").
         Confidential Information shall include (a) any data or information that
         is competitively sensitive material, and not generally known to the
         public, including, but not limited to, information about product plans,
         marketing strategies, finances, operations, customer relationships,
         customer profiles, customer lists, sales estimates, business plans, and
         internal performance results relating to the past, present or future
         business activities of the Fund or PFPC, their respective subsidiaries
         and

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     affiliated companies and the customers, clients and suppliers of any of
     them; (b) any scientific or technical information, design, process,
     procedure, formula, or improvement that is commercially valuable and secret
     in the sense that its confidentiality affords the Fund or PFPC a
     competitive advantage over its competitors; (c) all confidential or
     proprietary concepts, documentation, reports, data, specifications,
     computer software, source code, object code, flow charts, databases,
     inventions, know-how, and trade secrets, whether or not patentable or
     copyrightable; and (d) anything designated as confidential. Notwithstanding
     the foregoing, information shall not be subject to such confidentiality
     obligations if it: (a) is already known to the receiving party at the time
     it is obtained and was obtained through some means other than through the
     performance of an agreement between PFPC and an affiliate of the Fund; (b)
     is or becomes publicly known or available through no wrongful act of the
     receiving party; (c) is rightfully received from a third party who, to the
     best of the receiving party's knowledge, is not under a duty of
     confidentiality; (d) is released by the protected party to a third party
     without restriction; (e) is required to be disclosed by the receiving party
     pursuant to a requirement of a court order, subpoena, governmental or
     regulatory agency or law (provided the receiving party will provide the
     other party written notice of such requirement, to the extent such notice
     is permitted); (f) is relevant to the defense of any claim or cause of
     action asserted against the receiving party; or (g) has been or is
     independently developed or obtained by the receiving party. In addition,
     PFPC agrees that it will not, at any time during the term of this Agreement
     or after its termination, reveal, divulge, or make known to any person or
     entity, unless required by law, any list of shareholders of the Fund or any
     personal information relating to such shareholders.

                                                                               6

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9.   Cooperation with Accountants. PFPC shall cooperate with the Fund's
     independent public accountants and shall take all reasonable actions in the
     performance of its obligations under this Agreement to ensure that the
     necessary information is made available to such accountants for the
     expression of their opinion, as required by the Fund.

10.  PFPC System. PFPC shall retain title to and ownership of any and all data
     bases, computer programs, screen formats, report formats, interactive
     design techniques, derivative works, inventions, discoveries, patentable or
     copyrightable matters, concepts, expertise, patents, copyrights, trade
     secrets, and other related legal rights utilized by PFPC in connection with
     the services provided by PFPC to the Fund.

11.  Disaster Recovery. PFPC shall enter into and shall maintain in effect with
     appropriate parties one or more agreements making reasonable provisions for
     emergency use of electronic data processing equipment to the extent
     appropriate equipment is available. In the event of equipment failures,
     PFPC shall, at no additional expense to the Fund, take reasonable steps to
     minimize service interruptions. PFPC shall have no liability with respect
     to the loss of data or service interruptions caused by equipment failure,
     provided such loss or interruption is not caused by PFPC's own willful
     misfeasance, bad faith, negligence or reckless disregard of its duties or
     obligations under this Agreement.

12.  Compensation. As compensation for services rendered by PFPC during the term
     of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
     to from time to time in writing by the Fund and PFPC. The Fund acknowledges
     that PFPC may receive float benefits and/or investment earnings in
     connection with maintaining certain accounts required to provide services
     under this Agreement.

                                                                               7

<PAGE>

13.  Indemnification. The Fund agrees to indemnify, defend and hold harmless
     PFPC and its affiliates, including their respective officers, directors,
     agents and employees, from all taxes, charges, expenses, assessments,
     claims and liabilities (including, without limitation, attorneys' fees and
     disbursements and liabilities arising under the Securities Laws and any
     state and foreign securities and blue sky laws) arising directly or
     indirectly from any action or omission to act which PFPC takes in
     connection with the provision of services to the Fund. Neither PFPC, nor
     any of its affiliates, shall be indemnified against any liability (or any
     expenses incident to such liability) caused by PFPC's or its affiliates'
     own willful misfeasance, bad faith, gross negligence or reckless disregard
     of its duties and obligations under this Agreement, provided that in the
     absence of a finding to the contrary the acceptance, processing and/or
     negotiation of a fraudulent payment for the purchase of Shares shall be
     presumed not to have been the result of PFPC's or its affiliates own
     willful misfeasance, bad faith, gross negligence or reckless disregard of
     such duties and obligations. The provisions of this Section 13 shall
     survive termination of this Agreement.

14.  Responsibility of PFPC.

     (a)  PFPC shall be under no duty to take any action hereunder on behalf of
          the Fund except as specifically set forth herein or as may be
          specifically agreed to by PFPC and the Fund in a written amendment
          hereto. PFPC shall be obligated to exercise customary care and
          diligence in the performance of its duties hereunder and to act in
          good faith in performing services provided for under this Agreement.
          PFPC shall be liable only for any damages arising out of PFPC's
          failure to perform its duties under this Agreement to the extent such
          damages arise out of PFPC's

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          willful misfeasance, bad faith, negligence or reckless disregard of
          such duties.

     (b)  Without limiting the generality of the foregoing or of any other
          provision of this Agreement, (i) PFPC shall not be liable for losses
          beyond its control, including without limitation (subject to Section
          11), delays or errors or loss of data occurring by reason of
          circumstances beyond PFPC's control, provided that PFPC has acted in
          accordance with the standard set forth in Section 14(a) above and has
          otherwise fulfilled its obligation under this Agreement; and (ii) PFPC
          shall not be under any duty or obligation to inquire into and shall
          not be liable for the validity or invalidity or authority or lack
          thereof of any Oral Instruction or Written Instruction, notice or
          other instrument which conforms to the applicable requirements of this
          Agreement, and which PFPC reasonably believes to be genuine.

     (c)  Notwithstanding anything in this Agreement to the contrary, (i)
          neither party nor its affiliates shall be liable for any
          consequential, special or indirect losses or damages, whether or not
          the likelihood of such losses or damages was known by the party or its
          affiliates and (ii) excluding fees owed by the Fund under this
          Agreement for services rendered by PFPC, a party's cumulative
          liability for all losses, claims, suits, controversies, breaches or
          damages for any cause whatsoever (including but not limited to those
          arising out of or related to this Agreement) and regardless of the
          form of action or legal theory shall not exceed $100,000 plus
          reasonable attorney's fees.

     (d)  Each party shall have a duty to mitigate damages for which the other
          party may become responsible.

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     (e)  The provisions of this Section 14 shall survive termination of this
          Agreement.

15.  Description of Services.

     (a)  Services Provided on an Ongoing Basis, If Applicable.

          (i)   Maintain shareholder registrations;

          (ii)  Provide toll-free lines for shareholder and broker-dealer use;

          (iii) Provide periodic shareholder lists and statistics;

          (iv)  Mailing of year-end tax information; and

          (v)   Periodic mailing of shareholder dividend reinvestment plan
                account information and Fund financial reports.

     (b)  Dividends and Distributions. PFPC must receive Written Instructions
          authorizing the declaration and payment of dividends and
          distributions. Upon receipt of the resolution, PFPC shall issue the
          dividends and distributions in cash, or, if the resolution so
          provides, pay such dividends and distributions in Shares. Such
          issuance or payment shall be made after deduction and payment of the
          required amount of funds to be withheld in accordance with any
          applicable tax laws or other laws, rules or regulations. PFPC shall
          timely send to the Fund's shareholders tax forms and other
          information, or permissible substitute notice, relating to dividends
          and distributions, paid by the Fund as are required to be filed and
          mailed by applicable law, rule or regulation.

          PFPC shall maintain and file with the United States Internal Revenue
          Service and other appropriate taxing authorities reports relating to
          all dividends above a stipulated amount (currently $10.00 accumulated
          yearly dividends) paid by the Fund to its shareholders as required by
          tax or other law, rule or regulation.

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                  In accordance with the Prospectus and such procedures and
                  controls as are mutually agreed upon from time to time by and
                  among the Fund, PFPC and the Fund's Custodian, PFPC shall
                  process applications from Shareholders relating to the Fund's
                  Dividend Reinvestment Plan ("Dividend Reinvestment Plan") and
                  will effect purchases of Shares in connection with the
                  Dividend Reinvestment Plan. As the dividend disbursing agent,
                  PFPC shall, on or before the payment date of any such dividend
                  or distribution, notify the fund accounting agent of the
                  estimated amount required to pay any portion of said dividend
                  or distribution which is payable in cash, and on or before the
                  payment date of such distribution, the Fund shall instruct the
                  custodian to make available to the dividend disbursing agent
                  sufficient funds for the cash amount to be paid out. If a
                  shareholder is entitled to receive additional Shares, by
                  virtue of any distribution or dividend, appropriate credits
                  will be made to his or her account and/or certificates
                  delivered where requested, all in accordance with the Dividend
                  Reinvestment Plan.

         (c)      Communications to Shareholders.  Upon timely written
                  instructions,  PFPC shall mail all communications by the Fund
                  to its shareholders, including:

                       (i)      Reports to shareholders;

                       (ii)     Monthly or quarterly dividend reinvestment plan
                                statements;

                       (iii)    Dividend and distribution notices;

                       (iv)     Proxy material; and

                       (v)      Tax form information.

                  PFPC will receive and tabulate the proxy cards for the
                  meetings of the Fund's shareholders.

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             (d)  Records.  PFPC shall maintain records of the accounts for each
                  shareholder showing the following information:

                    (i)     Name, address and United States Tax Identification
                            or Social Security number;

                    (ii)    Number and class of shares held and number and class
                            of shares for which certificates, if any, have been
                            issued, including certificate numbers and
                            denominations;

                    (iii)   Historical information regarding the account of each
                            shareholder, including dividends and distributions
                            paid and the date and price for all transactions on
                            a shareholder's account;

                    (iv)    Any stop or restraining order placed against a
                            shareholder's account;

                    (v)     Any correspondence relating to the current
                            maintenance of a shareholder's account;

                    (vi)    Information with respect to withholdings; and

                    (vii)   Any information required in order for the transfer
                            agent to perform any calculations contemplated or
                            required by this Agreement.

             (e)  Shareholder Inspection of Stock Records. Upon requests from
                  Fund shareholders to inspect stock records, PFPC will notify
                  the Fund and require instructions granting or denying each
                  such request. Unless PFPC has acted contrary to the Fund's
                  instructions, the Fund agrees to release PFPC from any
                  liability for refusal of permission for a particular
                  shareholder to inspect the Fund's shareholder records.

        16.  Duration and Termination. This Agreement shall continue until
             terminated by the Fund or by PFPC on sixty (60) days' prior written
             notice to the other party. In the event the Fund gives notice of
             termination, all expenses associated with movement (or duplication)
             of records and materials and conversion thereof to a successor
             transfer agent

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<PAGE>

               or other service provider, and all trailing expenses incurred by
               PFPC directly attributable to termination, will be borne by the
               Fund.

          17.  Notices. Notices shall be addressed (a) if to PFPC, at 400
               Bellevue Parkway, Wilmington, Delaware 19809, Attention:
               President; (b) if to the Fund, at ______________, Attention:
               _____________ or (c) if to neither of the foregoing, at such
               other address as shall have been given by like notice to the
               sender of any such notice or other communication by the other
               party. If notice is sent by confirming telegram, cable, telex or
               facsimile sending device, it shall be deemed to have been given
               immediately. If notice is sent by first-class mail, it shall be
               deemed to have been given three days after it has been mailed. If
               notice is sent by messenger, it shall be deemed to have been
               given on the day it is delivered.

          18.  Amendments. This Agreement, or any term thereof, may be changed
               or waived only by a written amendment, signed by the party
               against whom enforcement of such change or waiver is sought.

          19.  Delegation; Assignment. PFPC may assign its rights and delegate
               its duties hereunder to any majority-owned direct or indirect
               subsidiary of PFPC or of The PNC Financial Services Group, Inc.,
               provided that PFPC gives the Fund 30 days prior written notice of
               such assignment or delegation. In addition, PFPC may, in its sole
               discretion, engage subcontractors to perform any of the
               obligations contained in this Agreement to be performed by PFPC,
               provided, however, PFPC shall remain responsible for the acts or
               omissions of any such sub-contractors.

          20.  Counterparts.  This  Agreement  may be executed in two or more
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one and the

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<PAGE>

          same instrument.

    21.   Further Actions. Each party agrees to perform such further acts and
          execute such further documents as are necessary to effectuate the
          purposes hereof.

    22.   Miscellaneous.

          (a)  Entire Agreement. This Agreement embodies the entire agreement
               and understanding between the parties and supersedes all prior
               agreements and understandings relating to the subject matter
               hereof, provided that the parties may embody in one or more
               separate documents their agreement, if any, with respect to
               delegated duties.

          (b)  No Changes that Materially Affect Obligations. Notwithstanding
               anything in this Agreement to the contrary, the Fund agrees
               not to make any modifications to its registration statement or
               adopt any policies which would affect materially the
               obligations or responsibilities of PFPC hereunder without the
               prior written approval of PFPC, which approval shall not be
               unreasonably withheld or delayed.

          (c)  Captions. The captions in this Agreement are included for
               convenience of reference only and in no way define or delimit
               any of the provisions hereof or otherwise affect their
               construction or effect.

          (d)  Governing Law. This Agreement shall be deemed to be a contract
               made in Delaware and governed by Delaware law, without regard to
               principles of conflicts of law.

          (e)  Partial Invalidity. If any provision of this Agreement shall be
               held or made invalid by a court decision, statute, rule or
               otherwise, the remainder of this Agreement shall not be affected
               thereby.

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<PAGE>

          (f)     Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto and their
                  respective successors and permitted assigns.

          (g)     No Representations or Warranties. Except as expressly provided
                  in this Agreement, each party hereby disclaims all
                  representations and warranties, express or implied, made to
                  the other party or any other person, including, without
                  limitation, any warranties regarding quality, suitability,
                  merchantability, fitness for a particular purpose or otherwise
                  (irrespective of any course of dealing, custom or usage of
                  trade), of any services or any goods provided incidental to
                  services provided under this Agreement. Each party disclaims
                  any warranty of title or non-infringement except as otherwise
                  set forth in this Agreement.

          (h)     Facsimile Signatures.  The facsimile signature of any party to
                  this Agreement shall constitute the valid and binding
                  execution hereof by such party.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.


                                                 PFPC INC.


                                                 By:


                                                 Title:




                                                 PIMCO MUNICIPAL INCOME FUND II

                                                 By:


                                                 Title:

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</DOCUMENT>
