<DOCUMENT>
<TYPE>EX-99.(K)(2)
<SEQUENCE>15
<FILENAME>dex99k2.txt
<DESCRIPTION>ORG AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit k.2

                               ORGANIZATIONAL AND
                    OFFERING EXPENSES REIMBURSEMENT AGREEMENT

         AGREEMENT made this 18th day of June, 2002, by and between PIMCO
MUNICIPAL INCOME FUND II, a Massachusetts business trust (the "Fund"), and PIMCO
FUNDS ADVISORS LLC, a Delaware limited liability company (the "Adviser").

         WHEREAS, the Fund and the Adviser have separately entered into an
Investment Management Agreement dated June 18, 2002 (the "Management Agreement")
and a Fee Waiver Agreement dated June 18, 2002 (the "Waiver Agreement");

         NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Fund, it is hereby agreed by and between the parties hereto as
follows:

1.   The Adviser agrees to reimburse the Fund for expenses incurred by the Fund
     in connection with the organization of the Fund if the initial public
     offering is not completed. The Adviser also agrees that if the initial
     public offering occurs, the Adviser will bear the organizational expenses
     and the costs of the initial offering of common shares of beneficial
     interest of the Fund ("shares") to the extent such organizational and
     offering expenses exceed $0.03 per share. The expenses for which the Fund
     is being reimbursed pursuant to this Agreement do not include (i)
     Management Fees payable by the Fund pursuant to the terms of the Management
     Agreement, as such may be modified by the Waiver Agreement, and (ii) any
     sales load or underwriting discount paid by shareholders.

2.   This Agreement may be terminated only by the vote of (a) the Board of
     Trustees of the Fund, including the vote of the members of the Board who
     are not "interested persons" of the Fund within the meaning of the
     Investment Company Act of 1940, and (b) a majority of the outstanding
     voting securities of the Fund.

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

4.   The Fund's Amended and Restated Agreement and Declaration of Trust is on
     file with the Secretary of State of the Commonwealth of Massachusetts. This
     Agreement is executed on behalf of the Fund by the Fund's officers as
     officers and not individually and the obligations imposed upon the Fund by
     this Agreement are not binding upon any of the Fund's Trustees, officers or
     shareholders individually but are binding only upon the assets and property
     of the Fund.

                                                                     Page 1 of 2

<PAGE>

         IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed on the day and year above written.

                            PIMCO MUNICIPAL INCOME FUND II


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


                            PIMCO FUNDS ADVISORS LLC


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

                                                                     Page 2 of 2

</TEXT>
</DOCUMENT>
