<DOCUMENT>
<TYPE>EX-99.(R)(1)
<SEQUENCE>21
<FILENAME>dex99r1.txt
<DESCRIPTION>CODE OF ETHICS OF REGISTRANT
<TEXT>
<PAGE>

                                                                     Exhibit r.1

                         PIMCO MUNICIPAL INCOME FUND II
                    PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
                     PIMCO NEW YORK MUNICIPAL INCOME FUND II

                                 CODE OF ETHICS

                             Effective June 18, 2002

================================================================================

                                  INTRODUCTION

                                 Fiduciary Duty

         This Code of Ethics is based on the principle that you, as a trustee or
officer of PIMCO Municipal Income Fund II, PIMCO California Municipal Income
Fund II and/or PIMCO New York Municipal Income Fund II (each a Fund), owe a
fiduciary duty to the shareholders (the Shareholders) of the relevant Fund.
Accordingly, you must avoid activities, interests and relationships that might
interfere or appear to interfere with making decisions in the best interests of
our Shareholders.

         At all times, you must:

         1.       Place the interests of our Shareholders first. In other words,
                  as a fiduciary you must scrupulously avoid serving your own
                  personal interests ahead of the interests of our Shareholders.
                  You may not cause the Fund to take action, or not to take
                  action, for your personal benefit rather than the benefit of
                  the Shareholders. For example, you would violate this Code if
                  you caused the Fund to purchase a Security you owned for the
                  purpose of increasing the price of that Security. You would
                  also violate this Code if you made a personal investment in a
                  Security that might be an appropriate investment for the Fund
                  without first considering the Security as an investment for
                  the Fund.

         2.       Conduct all of your personal Securities transactions in full
                  compliance with this Code. The Fund encourages you and your
                  family to develop personal investment programs. However, you
                  must not take any action in connection with your personal
                  investments that could cause even the appearance of unfairness
                  or impropriety. Accordingly, you must comply with the policies
                  and procedures set forth in this Code under the heading
                  Personal Securities Transactions. In addition, you must comply
                  with all other applicable laws and regulations including those
                  concerning insider trading. Doubtful situations should be
                  resolved against your personal trading.

         3.       Avoid taking inappropriate  advantage of your position. The
                  receipt of investment opportunities, gifts or gratuities from
                  persons seeking business with the Fund, Shareholder or
                  affiliate could call into question the independence of your
                  business judgment. Accordingly, you must comply

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 2

     with the policies and procedures set forth in this Code under the heading
     Fiduciary Duties. Doubtful situations should be resolved against your
     personal interest.

                                   Application

         Certain of the officers and Trustees of the Fund are officers of PIMCO
Funds Advisors LLC (PFA), the Fund's investment adviser, Pacific Investment
Management Company LLC (PIMCO), the Fund's portfolio manager, and/or PIMCO Funds
Distributors LLC (PFD), a broker-dealer that is a wholly-owned subsidiary of
PFA. Subject to the oversight of PFA, PIMCO reviews and determines investment
policies for the Fund and manages the day-to-day investment affairs of the Fund,
including selecting securities to be purchased, held and sold, and placing
orders for portfolio transactions. PFA, PIMCO and PFD each has its own Code of
Ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940, as
amended (the Act). The Codes of Ethics of PFA and PIMCO have been or will be
approved by the Trustees of the Fund, including a majority of the independent
Trustees (as defined in Appendix VI). Any Trustee or officer of the Fund or any
person who would otherwise be subject to this Code, who is subject to the Code
of Ethics of PFA or PIMCO, and who complies with such Code, shall not be subject
to the provisions of this Code. The Code of Ethics of PFD is attached to this
Code as Appendix VII and its provisions are incorporated herein. Any Trustee or
officer of the Fund or any person who would otherwise be subject to this Code,
who is subject to the Code of Ethics of PFD, and who complies with such Code,
shall be subject to the provisions of the Code of Ethics of PFD incorporated
herein, and not to any other provisions of this Code.

                                   Appendices

         The following appendices are attached to this Code and are a part of
this Code:

            I.    Form for Preclearance of Securities transactions.

           II.    Form for Initial and Annual Report of Personal Securities
                  holdings.

          III.    Form for report of Personal Securities Transactions/Brokerage
                  Accounts Report.

           IV.    Form for Acknowledgment of Receipt of this Code.

            V.    Form for Annual Certification of Compliance with this Code.

           VI.    Definitions.

          VII.    Code of Ethics of PIMCO Funds Distributors LLC.

                                       -2-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 3

                                    Questions

         Questions regarding this Code should be addressed to a Compliance
Officer. As of the effective date of this Code, the Compliance Officers are
Newton B. Schott, Jr., Frank Poli and Deborah Brennan. The Compliance Committee
is comprised of the Compliance Officers and Stephen J. Treadway.


                        PERSONAL SECURITIES TRANSACTIONS

                               Trading in General

         You may not engage, and you may not permit any other person or entity
to engage, in any purchase or sale of a Security (other than an Exempt Security)
in which you have, or by reason of the transaction will acquire, Beneficial
Ownership, unless (i) the transaction is an Exempt Transaction or (ii) you have
complied with the procedures set forth under Preclearance Procedures.

         Securities

         The following are Securities:

         Any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option or privilege on
any security (including a certificate of deposit) or on any group or index of
securities (including any interest therein or based on the value thereof), or
any put, call, straddle, option or privilege entered into on a national
securities exchange relating to foreign currency, or, in general, any interest
or instrument commonly known as a security, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any security.

         The following are not Securities:

         Commodities, futures and options traded on a commodities exchange,
including currency futures. However, securities futures1 and futures and options
on any group or index of Securities (as defined in the Act) are Securities.

         Purchase or Sale of a Security

         The purchase or sale of a Security includes, among other things, the
writing of an option to purchase or sell a Security.

         Exempt Securities

         The following are Exempt Securities:

_____________________

/(1)/  A security future is a contract of sale for future delivery of a single
       security or a narrow-based security index.

                                       -3-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
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         1.       Direct obligations of the Government of the United States.

         2.       Bankers' acceptances, bank certificates of deposit, commercial
                  paper, and high quality short-term debt instruments (defined
                  as any instrument that has a maturity at issuance of less than
                  366 days and that is rated in one of the two highest rating
                  categories by a Nationally Recognized Statistical Rating
                  Organization), including repurchase agreements.

         3.       Shares of registered open-end investment companies.

         Beneficial Ownership

         The following section is designed to give you a practical guide with
respect to Beneficial Ownership. However, for purposes of this Code, Beneficial
Ownership shall be interpreted in the same manner as it would be under Rule
16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act") in
determining whether a person is the beneficial owner of a security for purposes
of Section 16 of the Exchange Act and the rules and regulations thereunder.

         You are considered to have Beneficial Ownership of Securities if you
have or share a direct or indirect Pecuniary Interest in the Securities.

         You have a Pecuniary Interest in Securities if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in the Securities.

         The following are examples of an indirect Pecuniary Interest in
Securities:

         1.       Securities held by members of your immediate family sharing
                  the same household; however, this presumption may be rebutted
                  by convincing evidence that profits derived from transactions
                  in these Securities will not provide you with any economic
                  benefit.

                  Immediate family means any child, stepchild, grandchild,
                  parent, stepparent, grandparent, spouse, sibling,
                  mother-in-law, father-in-law, son-in-law, daughter-in-law,
                  brother-in-law, or sister-in-law, and includes any adoptive
                  relationship.

         2.       Your interest as a general partner in Securities held by a
                  general or limited partnership.

         3.       Your interest as a manager-member in the Securities held by a
                  limited liability company.

         You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, unless you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.

                                       -4-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 5


         The following circumstances constitute Beneficial Ownership by you of
Securities held by a trust:

         1.       Your ownership of Securities as a trustee where either you or
                  members of your immediate family have a vested interest in the
                  principal or income of the trust.

         2.       Your ownership of a vested beneficial interest in a trust.

         3.       Your status as a settlor of a trust, unless the consent of
                  all of the  beneficiaries  is  required in
                  order for you to revoke the trust.

         Exempt Transactions

         The following are Exempt Transactions:

         1.       Any transaction in Securities in an account over which you do
                  not have any direct or indirect influence or control. There is
                  a presumption that you can exert some measure of influence or
                  control over accounts held by members of your immediate family
                  sharing the same household, but this presumption may be
                  rebutted by convincing evidence.

         2.       Purchases of Securities under dividend reinvestment plans.

         3.       Purchases of Securities by exercise of rights issued to the
                  holders of a class of Securities pro rata, to the extent they
                  are issued with respect to Securities of which you have
                  Beneficial Ownership.

         4.       Acquisitions or dispositions of Securities as the result of a
                  stock dividend, stock split, reverse stock split, merger,
                  consolidation, spin-off or other similar corporate
                  distribution or reorganization applicable to all holders of a
                  class of Securities of which you have Beneficial Ownership.

         5.       Subject to the restrictions on participation in private
                  placements set forth below under Private Placements,
                  acquisitions or dispositions of Securities of a private
                  issuer. A private issuer is an issuer which has no outstanding
                  publicly traded Securities, and no outstanding Securities
                  which are convertible into or exchangeable for, or represent
                  the right to purchase or otherwise acquire, publicly traded
                  Securities. However, you will have Beneficial Ownership of
                  Securities held by a private issuer whose equity Securities
                  you hold, unless you are not a controlling equityholder and do
                  not have or share investment control over the Securities held
                  by the entity.

         6.       Any transaction in Securities (other than Exempt Securities)
                  by a Trustee of the Fund who is not an interested person (as
                  defined in Appendix VI) of the Fund within the meaning of
                  Section 2(a)19 of the Act, so long as the Trustee did not know
                  and, in the ordinary course of fulfilling his or her official

                                       -5-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 6


                  duties as a Trustee, should not have known, that during the
                  15-day period immediately preceding or after the date of the
                  transaction, such Securities were purchased or sold, or
                  considered for purchase or sale, on behalf of the Fund.

         7.       Transactions in Securities traded within the preceding fifteen
                  days for the Fund provided that (i) the trading for the Fund
                  has been completed and (ii) the trade in which the Trustee or
                  officer has or acquires Beneficial Ownership is not contrary
                  to the trade done for the Fund.

         8.       Such other classes of transactions as may be exempted from
                  time to time by the Compliance Committee based upon a
                  determination that the transactions do not involve any
                  realistic possibility of a violation of Rule 17j-1 under the
                  Investment Company Act of 1940, as amended. The Compliance
                  Committee may exempt designated classes of transactions from
                  any of the provisions of this Code except the provisions set
                  forth below under Reporting.

         9.       Such other specific transactions as may be exempted from time
                  to time by a Compliance Officer. On a case-by-case basis when
                  no abuse is involved, a Compliance Officer may exempt a
                  specific transaction from any of the provisions of this Code
                  except the provisions set forth below under Reporting.

         Additional Exempt Transactions

         The following classes of transactions have been designated as Exempt
Transactions by the Compliance Committee:

         10.      Purchases or sales of Securities which are not eligible for
                  purchase or sale by the Fund.

         11.      Except for Designated Equity Securities, all equity Securities
                  or options, warrants or other rights to equity Securities.

                  A Designated Equity Security means any equity Security,
                  option, warrant or other right to an equity Security
                  designated as such by a Compliance Officer, after receiving
                  notification that said Security is being considered for
                  purchase or sale by or on behalf of the Fund.

         12.      If you are not an Investment Person (as defined in Appendix
                  VI), short sales of any Securities otherwise permitted
                  hereunder or puts, calls, or options where the underlying
                  amount of Securities controlled is an amount otherwise
                  permitted hereunder.

                                       -6-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 7


                                     CAUTION

         The transactions that are classified as exempt may change from time to
time. Accordingly, you may purchase Securities in an Exempt Transaction, only to
find that you cannot sell them later in an Exempt Transaction. In that case, you
will be able to sell them only if you preclear the sale in compliance with the
procedures set forth in the Code.

         Circumstances Requiring Preclearance

         If you have (or wish to acquire) Beneficial Ownership of Securities
which are not Exempt Securities and which cannot be sold in Exempt Transactions,
such Securities may be sold (or acquired) in compliance with the procedures set
forth below under Preclearance Procedures.

         The Compliance Committee may designate as Exempt Transactions purchases
and sales of Securities which are purchased or sold in compliance with the
procedures set forth below under Preclearance Procedures.

         Preclearance Procedures

         If a Securities transaction requires preclearance:

         1.       The Securities may not be purchased or sold if at the time of
                  preclearance there is a pending buy or sell order on behalf of
                  the Fund in the same Security or an equivalent Security or if
                  you knew or should have known that the Fund would be trading
                  in that security or an equivalent Security on the same day.

                  An equivalent Security of a given Security is: (i) a Security
                  issuable upon exercise, conversion or exchange of the given
                  Security, or (ii) a Security exercisable to purchase,
                  convertible into or exchangeable for the given Security, or
                  (iii) a Security otherwise representing an interest in or
                  based on the value of the given Security.

         2.       The Securities may not be purchased or sold during the period
                  which begins seven days before and ends seven days after the
                  day on which the Fund trades in the same Security, or an
                  equivalent Security; except that you may, if you preclear the
                  transaction, (i) trade same way to the Fund after its trading
                  is completed or (ii) trade opposite way to the Fund before its
                  trading is commenced.

                  If you preclear a Securities transaction and trade same way to
                  the Fund before its trading is commenced, the transaction is
                  not a violation of this Code unless you knew or should have
                  known that the Fund would be trading in that Security or an
                  equivalent Security within seven days after your trade.

                                       -7-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page  8


         3.       The Securities may be purchased or sold only if you have asked
                  a Compliance Officer to preclear the purchase or sale, the
                  Compliance Officer has given you preclearance in writing, and
                  the purchase or sale is executed by the close of business on
                  the day preclearance is given. Preclearance will not be given
                  unless a determination is made that the purchase or sale
                  complies with this Code and the foregoing restrictions. The
                  form for requesting preclearance is attached to this Code as
                  Appendix I.

                            Initial Public Offerings

         If you are an Investment Person of the Fund, its investment adviser or
any sub-adviser, you may not acquire Beneficial Ownership of any Securities in
an Initial Public Offering, unless you have received the prior written approval
of a Compliance Officer.

         For the purposes hereof, Initial Public Offering means an offering of
securities registered under the Securities Act of 1933 (the "Securities Act"),
the issuer of which, immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the Exchange Act.

                               Private Placements

         If you are an Investment Person of the Fund, you may not acquire
Beneficial Ownership of any Securities in a Private Placement, unless you have
received the prior written approval of the Compliance Committee. Approval will
be not be given unless a determination is made that the investment opportunity
should not be reserved for the Fund, and that the opportunity to invest has not
been offered to you by virtue of your position.

         For the purposes hereof, Private Placement means an offering that is
exempted from registration under the Securities Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, 505 or 506 under the Securities Act.

         If you have acquired Beneficial Ownership of Securities in a Private
Placement, you must disclose your investment when you play a part in any
consideration of an investment by the Fund in the issuer of the Securities, and
any decision to make such an investment must be independently reviewed by a
portfolio manager who does not have Beneficial Ownership of any Securities of
the issuer.

                           Short-Term Trading Profits

         If you are an Investment Person of the Fund, you may not profit from
the purchase and sale, or sale and purchase, within 60 calendar days, of the
same (or equivalent) Securities (other than Exempt Securities) of which you have
Beneficial Ownership. You are prohibited from transactions involving puts,
calls, straddles, options and/or short sales except for Exempt Transactions,
transactions in Exempt

                                       -8-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 9


Securities or transactions approved by a Compliance Officer. Any such short-term
trade must be unwound, or, if that is not practical, the profits must be
contributed to a charitable organization.

         You are considered to profit from a short-term trade if Securities of
which you have Beneficial Ownership are sold for more than their purchase price,
even though the Securities purchased and the Securities sold are held of record
or beneficially by different persons or entities.

                                    Reporting

         Use of Broker-Dealers

         Unless you are an independent Trustee, you may not engage, and you may
not permit any other person or entity to engage, in any purchase or sale of
publicly traded Securities (other than Exempt Securities) of which you have, or
by reason of the transaction will acquire, Beneficial Ownership, except through
a registered broker-dealer.

         Reporting of Transactions and Brokerage Accounts

         Unless you are an independent Trustee, you must report your brokerage
accounts and all Securities transactions that are not Exempt Transactions or
transactions in Exempt Securities. To satisfy these requirements, (i) you must
cause each registered broker-dealer who maintains an account for Securities of
which you have Beneficial Ownership to provide to a Compliance Officer
hereunder, within 10 days of the end of each calendar quarter, duplicate copies
of: (a) confirmations of all transactions in the account and (b) periodic
statements for the account and (ii) you must report (on the form attached as
Appendix III) to a Compliance Officer hereunder, within 10 days of the
occurrence, the opening of any brokerage account and all transactions effected
without the use of a registered broker-dealer in Securities (other than Exempt
Securities) of which you have Beneficial Ownership.

         The confirmations and statements required by (i)(a) and (i)(b) above
must in the aggregate provide all of the information required by the Personal
Securities Transactions/Brokerage Account Report attached to this Code as
Appendix III. If they do not, you must complete and submit a Personal Securities
Transactions/Brokerage Accounts Report within 10 days of the end of each
calendar quarter.

         Initial and Annual Reports

         Unless you are an independent Trustee of the Fund, the investment
adviser, any sub-adviser or the principal underwriter of the Fund, you must
disclose your holdings of all Securities (other than Exempt Securities) of which
you have Beneficial Ownership no later than 10 days after becoming an Access
Person, and annually thereafter. The form for this purpose is attached to this
Code as Appendix II.

         Independent Trustees

         If you are an independent Trustee, you do not need to provide the
initial, periodic and annual reports described above but you must provide a
quarterly report of any transaction in Securities (other

                                       -9-

<PAGE>

PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 10


than Exempt Securities) of which you had, or by reason of the transaction
acquired, Beneficial Ownership, and as to which you knew, or in the ordinary
course of fulfilling your official duties as a Trustee should have known, that
during the 15-day period immediately preceding or after the date of the
transaction, such Securities were purchased or sold, or considered for purchase
or sale, on behalf of the Fund. The report must be provided to a Compliance
Officer hereunder within 10 days after the end of each calendar quarter. The
form for this purpose is attached to this Code as Appendix III.

         Disclaimer

         Anyone filing a report required hereunder may disclaim Beneficial
Ownership of any Security listed thereon.

                                FIDUCIARY DUTIES

                                      Gifts

         You may not accept any investment opportunity, gift, gratuity or other
thing of more than nominal value, from any person or entity that does business,
or desires to do business, with the Fund or any affiliate thereof. You may
accept gifts from a single giver so long as their aggregate annual value does
not exceed $100, and you may attend business meals, sporting events and other
entertainment events at the expense of a giver, so long as the expense is
reasonable and both you and the giver are present.

                              Service as a Director

         Unless you are an independent Trustee, you may not serve on the board
of directors or other governing board of a publicly traded company, unless you
have received the prior written approval of the Compliance Committee. Approval
will be not be given unless a determination is made that your service on the
board would be consistent with the interests of the Fund. If you are permitted
to serve on the board of a publicly traded entity, you will be isolated from
those portfolio employees who make investment decisions with respect to the
securities of that entity, through a "Chinese Wall" or other procedures.

                                   COMPLIANCE

                             Certificate of Receipt

         You are required to acknowledge receipt of your copy of this Code. A
form for this purpose is attached to this Code as Appendix IV.

                            Certificate of Compliance

         Unless you are an independent Trustee, you are required to certify upon
commencement of your election as an officer and/or Trustee or the effective date
of this Code, whichever occurs later, and annually thereafter, that you have
read and understand this Code and recognize that you are subject to this Code.
Each annual certificate will also state that you have complied with the
requirements of this

                                      -10-

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PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II Code of Ethics
Page 11


Code during the prior year, and that you have disclosed, reported, or caused to
be reported all holdings required hereunder and all transactions during the
prior year in Securities of which you had or acquired Beneficial Ownership. A
form for this purpose is attached to this Code as Appendix V.

                                Remedial Actions

         If you violate this Code, you are subject to remedial actions, which
may include, but are not limited to, disgorgement of profits, imposition of a
substantial fine, demotion, suspension or termination.

                               Reports to Trustees

         Reports of Material Remedial Action

         The Trustees of the Funds will be informed on a timely basis of each
material remedial action taken in response to a violation of this Code. For this
purpose, a material remedial action will include any action that has a
significant financial effect on the violator, such as disgorgement of profits,
imposition of a substantial fine, demotion, suspension or termination.

         Annual Reports

         Management of the Fund, the investment adviser, each sub-adviser, and
the principal underwriter (if any) of the Fund will report in writing annually
to the Trustees of the Fund with regard to efforts to ensure compliance by the
officers and employees of PFA and PIMCO with their fiduciary obligations to
their advisory clients.

         The annual report will, at a minimum:

         1.       Describe any issues arising under the Code of Ethics or
                  procedures since the last report to the Board, including, but
                  not limited to, information about material violations of the
                  Code or procedures and sanctions imposed in response to the
                  material violations; and

         2.       Certify that the Fund, investment adviser, each sub-adviser,
                  or principal underwriter, as the case may be, has adopted
                  procedures reasonably necessary to prevent Access Persons from
                  violating the Code.

                                      -11-

<PAGE>

                                                                      Appendix I

                         PIMCO MUNICIPAL INCOME FUND II
                    PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
                     PIMCO NEW YORK MUNICIPAL INCOME FUND II

                   PRECLEARANCE OF SECURITIES TRANSACTION FORM

================================================================================

(1)   Name of employee requesting authorization:    _________________________

(2)   If different from #1, name of the account
      where the trade will occur:                   _________________________

(3)   Relationship of (2) to (1):                   _________________________

(4)   Name of firm at which the account is held:    _________________________

(5)   Name of Security and call symbol:

(6)   Maximum number of shares or units to be
      purchased or sold or amount of bond:          _________________________

(7)   Check those that are applicable:

      ___ Purchase      ___ Sale       ___ Market Order

      ___ Limit Order (Price of Limit Order: _____)

If the answer to any of the following questions is made by checking the answer
in Column I, the Compliance Officer may have to reject the proposed transaction:

                                                         Column I      Column II

(8)   Do you possess material nonpublic
      information regarding the security or the
      issuer of the security?/1/                           ___ Yes        ___ No

(9)   To your knowledge, are the securities or
      "equivalent securities" subject to a pending buy
      or sell order by the Fund?                           ___ Yes        ___ No

(10)  To your knowledge, are there any
      outstanding purchase or sell orders for
      this security or any equivalent security by the
      Fund?                                                ___ Yes        ___ No

(11)  To your knowledge, are the securities or

___________________

/(1)/ Please note that employees and Trustees generally are not permitted to
acquire or sell securities when they posses material nonpublic information
regarding the security or the issuers of the security.

<PAGE>

PCIF
Preclearance Securities
    Transaction Form
Page  2



        equivalent securities being considered for
        purchase or sale by the Fund?                   ___ Yes       ___ No


                                                        Column I      Column II

(12)    If you are an investment person, are the
        securities being acquired in an initial
        public offering?/2/                             ___ Yes       ___ No

(13)    If you are an investment person, are the
        securities being acquired in a private
        placement?/2/                                   ___ Yes       ___ No

(14)    Has the Fund purchased or sold these
        securities or equivalent securities
        within the past seven calendar days or
        do you expect the Fund to purchase or
        sell these securities or equivalent
        securities within seven calendar days
        of your purchase or sale?                       ___Yes        ___No



I have read the Code of Ethics for the Fund dated June 18, 2002, within the
prior 12 months and believe that the proposed trade fully complies with the
requirements of the Code.



                                            __________________________________
                                                      Employee Signature

                                            __________________________________
                                                      Print Name

                                            __________________________________
                                                      Date Submitted

Authorized by:  ___________________

Date:           ___________________

_____________________________
/2/Please see a Compliance Officer if you are not sure whether you are an
Investment Person.

                                      -2-

<PAGE>

                                                                     Appendix II

                         PIMCO MUNICIPAL INCOME FUND II
                    PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
                     PIMCO NEW YORK MUNICIPAL INCOME FUND II



                          INITIAL AND ANNUAL REPORT OF
                          PERSONAL SECURITIES HOLDINGS



         In accordance with the Code of Ethics, please provide a list of all
Securities (other than Exempt Securities) of which you or any account in which
you have a Pecuniary Interest has Beneficial Ownership and all Securities (other
than Exempt Securities) in non-client accounts for which you make investment
decisions. This includes not only securities held by brokers, but also
Securities held at home, in safe deposit boxes, or by an issuer.

(1)      Name of employee:                         ____________________________

(2)      If different than #1, name of the person
         in whose name the account is held:        ____________________________

(3)      Relationship of (2) to (1):               ____________________________

(4)      Broker(s) at which Account is Maintained: ____________________________

                                                   ____________________________

                                                   ____________________________

                                                   ____________________________

(5)      Account Number(s):                        ____________________________

                                                   ____________________________

                                                   ____________________________

                                                   ____________________________

(6)      Telephone number(s) of Broker:            ____________________________

                                                   ____________________________

                                                   ____________________________

                                                   ____________________________

<PAGE>

PCIF
Initial and Annual Report
Personal Securities Holdings
Page  2




(7)      For each account, attach your most recent account statement listing
         Securities in that account. This information must be current as of a
         date no more than 30 days before this report is submitted. If you own
         Securities that are not listed in an attached account statement, list
         them below:

<TABLE>
<CAPTION>
          Name of Security            Quantity              Value                Custodian
<S>      <C>                         <C>                  <C>               <C>
1.       __________________          ___________          ___________       ___________________

2.       __________________          ___________          ___________       ___________________

3.       __________________          ___________          ___________       ___________________

4.       __________________          ___________          ___________       ___________________

5.       __________________          ___________          ___________       ___________________
</TABLE>

(Attach separate sheet if necessary.)


         I certify that this form and the attached statements (if any)
constitute all of the Securities of which I have Beneficial Ownership as defined
in the Code.

                                        ______________________________________
                                        Employee Signature

                                        ______________________________________
                                        Print Name

Dated: ________________

                                      -2-

<PAGE>

PIMCO MUNICIPAL INCOME FUND II                                      Appendix III
PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
PIMCO NEW YORK MUNICIPAL INCOME FUND II

Personal Securities Transactions/Brokerage         Quarter Ended:______________
Account Report

You must cause each broker-dealer who maintains an account for Securities of
which you have Beneficial Ownership to provide to a Compliance Officer, within
10 days of the end of each calendar quarter, duplicate copies of confirmations
of all transactions in the account and duplicate statements for the account and
you must report to the Compliance Officer, within 10 days of the occurrence, all
transactions effected without the use of a registered broker-dealer in
Securities (other than transactions in Exempt Securities).

If you have opened a new account with a broker-dealer since your last report,
please complete the following information for each such account:

<TABLE>
<CAPTION>
       __________________________________________________________________________________________________________
                      Name                  Broker              Account Number          Date Account Opened
                      <S>                   <C>                 <C>                     <C>
       __________________________________________________________________________________________________________

       __________________________________________________________________________________________________________

       __________________________________________________________________________________________________________

       __________________________________________________________________________________________________________

       __________________________________________________________________________________________________________
</TABLE>

Please provide information concerning non-Exempt Transactions not effected
through a registered broker-dealer (e.g., direct purchases of private placements
or limited partnerships).

<TABLE>
<CAPTION>
   ___________________________________________________________________________________________________________________________
      Security's Name*        Transaction Date        Buy or Sell?      No. of Shares      Price Per Share    Broker's Name
      <S>                     <C>                     <C>               <C>                <C>                <C>
   ___________________________________________________________________________________________________________________________

   ___________________________________________________________________________________________________________________________

   ___________________________________________________________________________________________________________________________

   ___________________________________________________________________________________________________________________________

   ___________________________________________________________________________________________________________________________
</TABLE>

* Including interest rate, principal amount and maturity date, if applicable.

By signing this document, I am certifying that I have caused duplicate
confirmations and duplicate statements to be sent to the Compliance Officer for
every brokerage account that trades in Securities other than Exempt Securities
(as defined in the Fund's Code of Ethics).

Print Name: __________________   Signature: __________________   Date: ________

Return to: N.B. Schott, Jr. - PIMCO Funds Distributors LLC, 2187 Atlantic
Street, Stamford, CT 06902

<PAGE>

                                                          Appendix III (cont'd.)
Exempt Securities include:

1.   Direct obligations issued by the Government of the United States.

2.   Bankers' acceptances, bank certificates of deposit, commercial paper, and
     high quality short-term debt instruments, including repurchase agreements.

3.   Shares of registered open-end investment companies.

Exempt Transactions include:

1.   Any transaction in Securities in an account over which you do not have any
     direct or indirect influence or control.

2.   Purchases of Securities under dividend reinvestment plans.

3.   Purchases of Securities by exercise of rights issued to the holders of a
     class of Securities pro rata.

4.   Acquisition or dispositions of Securities as the result of a stock
     dividend, stock split, reverse stock split, merger, consolidation or
     spin-off.

5.   Subject to the restrictions on participation in private placements set
     forth in the Code of Ethics under Private Placements, acquisitions or
     disposition of Securities of a private issuer.

6.   Subject to the provisions set forth in the Code of Ethics under Exempt
     Transactions, any transaction in Securities (other than Exempt Securities)
     by a Trustee of a Fund who is not an "interested person" of a Fund.

7.   Classes of transactions as may be exempted from time to time by the
     Compliance Committee.

Please review the Fund's Code of Ethics for further details on Beneficial
Ownership of Securities and other exemptions. If you have additional questions,
please contact your Compliance Officer.

<PAGE>


                                                                     Appendix IV

                         PIMCO MUNICIPAL INCOME FUND II
                    PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
                     PIMCO NEW YORK MUNICIPAL INCOME FUND II


                          ACKNOWLEDGMENT CERTIFICATION




         I hereby certify that I have read and understand the Code of Ethics of
PIMCO Municipal Income Fund II, PIMCO California Municipal Income Fund II and
PIMCO New York Municipal Income Fund II dated June 18, 2002. Pursuant to such
Code, I recognize that I must disclose or report all personal securities
holdings and transactions required to be disclosed or reported thereunder and
comply in all other respects with the requirements of such Code. I also agree to
cooperate fully with any investigation or inquiry as to whether a possible
violation of the foregoing Code has occurred.






Date:    __________________________                  ___________________________
                                                     Signature




                                                     ___________________________
                                                     Print Name

<PAGE>

                                                                      Appendix V

                         PIMCO MUNICIPAL INCOME FUND II
                    PIMCO CALIFORNIA MUNICIPAL INCOME FUND II
                     PIMCO NEW YORK MUNICIPAL INCOME FUND II


                       ANNUAL CERTIFICATION OF COMPLIANCE

         I hereby certify that I have complied with the requirements of the Code
of Ethics for the year ended December 31, 200_. Pursuant to such Code, I have
disclosed or reported all holdings and personal securities transactions required
to be disclosed or reported thereunder and complied in all other respects with
the requirements of such Code. I also agree to cooperate fully with any
investigation or inquiry as to whether a possible violation of the foregoing
Code has occurred.






Date:    __________________________                  ___________________________
                                                     Signature




                                                     ___________________________
                                                     Print Name

<PAGE>

                                                                     Appendix VI

                                   DEFINITIONS

     1. For the purposes hereof, "Investment Person" with respect to the Fund
means:

             (i)  any employee of such Fund or an investment adviser or
                  sub-adviser (or of any company in a control (as defined in
                  Section 2(a)(9) of the Act) relationship to such Fund or
                  investment adviser or sub-adviser) who, in connection with his
                  or her regular functions or duties, makes or participates in
                  making recommendations regarding the purchase or sale of
                  securities by such Fund, including any portfolio manager and
                  any employee who helps execute decisions of any portfolio
                  manager; or

            (ii)  any natural person who controls (as defined in Section 2(a)(9)
                  of the Act) such Fund or investment adviser or sub-adviser and
                  who obtains information concerning recommendations made to
                  such Fund regarding the purchase or sale of securities by such
                  Fund.

                                      *   *   *

     2. For the purposes hereof, "Disinterested Trustee" or "independent
Trustee" with respect to the Fund means a Trustee who is not an "interested
person" (as defined by Section 2(a)(19) of the Act, which definition is set
forth below) of such Fund and who would be required to provide the initial,
quarterly and annual reports described in the Code solely by reason of being a
Trustee of such Fund.

                                      *   *   *

     3. "Interested person" of another person means--

        A. when used with respect to an investment company--

           i.   any affiliated person of such company,

           ii.  any member of the immediate family of any natural person who is
                an affiliated person of such company,

           iii. any interested person of any investment adviser of or principal
                underwriter for such company,

           iv.  any person or partner or employee of any person who at any time
                since the beginning of the last two completed fiscal years of
                such company has acted as legal counsel for such company,

           v.   any person or any affiliated person of a person (other than a
                registered investment company) that, at any time during the
                6-month period preceding the date of the determination of
                whether that person or affiliated person is an


<PAGE>

Appendix VI
Definitions
Page  2

               interested person, has executed any portfolio transactions for,
               engaged in any principal transactions with, or distributed shares
               for--

               I.   the investment company;

               II.  any other investment company having the same investment
                    adviser as such investment company or holding itself out to
                    investors as a related company for purposes of investment or
                    investor services; or

               III. any account over which the investment company's investment
                    adviser has brokerage placement discretion,

          vi.  any person or any affiliated person of a person (other than a
               registered investment company) that, at any time during the
               6-month period preceding the date of the determination of whether
               that person or affiliated person is an interested person, has
               loaned money or other property to--

               I.   the investment company;

               II.  any other investment company having the same investment
                    adviser as such investment company or holding itself out to
                    investors as a related company for purposes of investment or
                    investor services; or

               III. any account for which the investment company's investment
                    adviser has borrowing authority,

          vii. any natural person whom the Commission by order shall have
               determined to be an interested person by reason of having had, at
               any time since the beginning of the last two completed fiscal
               years of such company, a material business or professional
               relationship with such company or with the principal executive
               officer of such company or with any other investment company
               having the same investment adviser or principal underwriter or
               with the principal executive officer of such other investment
               company:

     Provided, That no person shall be deemed to be an interested person of an
investment company solely by reason of (aa) his being a member of its board of
directors or advisory board or an owner of its securities, or (bb) his
membership in the immediate family of any person specified in clause (aa) of
this proviso; and

     B.   when used with respect to an investment adviser of or principal
          underwriter for any investment company--

          i.   any affiliated person of such investment adviser or principal
               underwriter,

                                       -2-

<PAGE>

Appendix VI
Definitions
Page  3

          ii.  any member of the immediate family of any natural person who is
               an affiliated person of such investment adviser or principal
               underwriter,

          iii. any person who knowingly has any direct or indirect beneficial
               interest in, or who is designated as trustee, executor, or
               guardian of any legal interest in, any security issued either by
               such investment adviser or principal underwriter or by a
               controlling person of such investment adviser or principal
               underwriter,

          iv.  any person or partner or employee of any person who at any time
               since the beginning of the last two completed fiscal years of
               such investment company has acted as legal counsel for such
               investment adviser or principal underwriter,

          v.   any person or any affiliated person of a person (other than a
               registered investment company) that, at any time during the
               6-month period preceding the date of the determination of whether
               that person or affiliated person is an interested person, has
               executed any portfolio transactions for, engaged in any principal
               transactions with, or distributed shares for--

               I.   any investment company for which the investment adviser or
                    principal underwriter serves as such;

               II.  any investment company holding itself out to investors, for
                    purposes of investment or investor services, as a company
                    related to any investment company for which the investment
                    adviser or principal underwriter serves as such; or

               III. any account over which the investment adviser has brokerage
                    placement discretion,

          vi.  any person or any affiliated person of a person (other than a
               registered investment company) that, at any time during the
               6-month period preceding the date of the determination of whether
               that person or affiliated person is an interested person, has
               loaned money or other property to--

               I.   any investment company for which the investment adviser or
                    principal underwriter serves as such;

               II.  any investment company holding itself out to investors, for
                    purposes of investment or investor services, as a company
                    related to any investment company for which the investment
                    adviser or principal underwriter serves as such; or

               III. any account for which the investment adviser has borrowing
                    authority,

                                       -3-

<PAGE>

Appendix VI
Definitions
Page  4

          vii. any natural person whom the Commission by order shall have
               determined to be an interested person by reason of having had at
               any time since the beginning of the last two completed fiscal
               years of such investment company a material business or
               professional relationship with such investment adviser or
               principal underwriter or with the principal executive officer or
               any controlling person of such investment adviser or principal
               underwriter.

     For the purposes of this paragraph (19), "member of the immediate family"
means any parent, spouse of a parent, child, spouse of a child, spouse, brother,
or sister, and includes step and adoptive relationships. The Commission may
modify or revoke any order issued under clause (vi) of subparagraph (A) or (B)
of this paragraph whenever it finds that such order is no longer consistent with
the facts. No order issued pursuant to clause (vi) of subparagraph (A) or (B) of
this paragraph shall become effective until at least sixty days after the entry
thereof, and no such order shall affect the status of any person for the
purposes of this title or for any other purpose for any period prior to the
effective date of such order.

                                       -4-


<PAGE>

                                                    Appendix VII


                 Code of Ethics of PIMCO Funds Distributors LLC



<PAGE>


                          PIMCO FUNDS DISTRIBUTORS LLC

                              AMENDED AND RESTATED
                                 CODE OF ETHICS

                           Effective February 1, 2002

================================================================================

                                  INTRODUCTION

                                 Fiduciary Duty

         This Code of Ethics is based on the principle that you, as an officer
or employee of PIMCO Funds Distributors LLC ("PFD"), owe a fiduciary duty to the
shareholders of the registered investment companies (the "Funds") and other
clients (together with the Funds, the Advisory Clients) for which PFD serves as
an underwriter or fiduciary. Accordingly, you must avoid activities, interests
and relationships that might interfere or appear to interfere with making
decisions in the best interests of our Advisory Clients.

         At all times, you must:

         1.       Place the interests of our Advisory Clients first. In other
                  words, as a fiduciary you must scrupulously avoid serving your
                  own personal interests ahead of the interests of our Advisory
                  Clients. You may not cause an Advisory Client to take action,
                  or not to take action, for your personal benefit rather than
                  the benefit of the Advisory Client. For example, you would
                  violate this Code if you caused an Advisory Client to purchase
                  a Security you owned for the purpose of increasing the price
                  of that Security. If you are an Investment Person (as defined
                  in Appendix VII hereto), you would also violate this Code if
                  you made a personal investment in a Security that might be an
                  appropriate investment for an Advisory Client without first
                  considering the Security as an investment for the Advisory
                  Client.

         2.       Conduct all of your personal Securities transactions in full
                  compliance with this Code and the PIMCO Advisors Insider
                  Trading Policy. PFD encourages you and your family to develop
                  personal investment programs. However, you must not take any
                  action in connection with your personal investments that could
                  cause even the appearance of unfairness or impropriety.
                  Accordingly, you must comply with the policies and procedures
                  set forth in this Code under the heading Personal Securities
                  Transactions. In addition, you must comply with the policies
                  and procedures set forth in the PIMCO Advisors Insider Trading
                  Policy, which is attached to this Code as Appendix I. Doubtful
                  situations should be resolved against your personal trading.

<PAGE>

         3.       Avoid taking inappropriate advantage of your position. The
                  receipt of investment opportunities, gifts or gratuities from
                  persons seeking business with PFD directly or on behalf of an
                  Advisory Client could call into question the independence of
                  your business judgment. Accordingly, you must comply with the
                  policies and procedures set forth in this Code under the
                  heading Fiduciary Duties. Doubtful situations should be
                  resolved against your personal interest.

         Appendices

         The following appendices are attached to this Code and are a part of
this Code:

         I.       The PIMCO Advisors Insider Trading Policy and Procedures.

         II.      Form for Preclearance of Securities Transactions.

         III.     Form for Initial and Annual Report of Personal Securities
                  Holdings.

         IV.      Form for Personal Securities Transactions/Brokerage Account
                  Reports.

         V.       Form for Acknowledgment of Receipt of this Code.

         VI.      Form for Annual Certification of Compliance with this Code.

         VII.     Definition.

         VIII.    Policy Regarding Special Trading Procedures for Securities of
                  Certain Closed-End Funds:

                           Exhibit 1 - List of Closed-End Funds
                           Exhibit 2 - Preclearance Request Form for Closed-End
                                       Funds

         Questions

         Questions regarding this Code should be addressed to a Compliance
Officer. As of the effective date of this Code, the Compliance Officers are
Newton B. Schott, Jr. and Deborah P. Brennan. The Compliance Committee is
comprised of the Compliance Officers and Stephen J. Treadway.

                                       2

<PAGE>

                        PERSONAL SECURITIES TRANSACTIONS

                               Trading in General

         You may not engage, and you may not permit any other person or entity
to engage, in any purchase or sale of Securities (other than Exempt Securities)
of which you have, or by reason of the transaction will acquire, Beneficial
Ownership, unless (i) the transaction is an Exempt Transaction or (ii) you have
complied with the procedures set forth under Preclearance Procedures.

         Securities

         The following are Securities:

         Any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option or privilege on
any security (including a certificate of deposit) or on any group or index of
securities (including any interest therein or based on the value thereof), or
any put, call, straddle, option or privilege entered into on a national
securities exchange relating to foreign currency, or, in general, any interest
or instrument commonly known as a security, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any security.

         The following are not Securities:

         Commodities, futures and options traded on a commodities exchange,
including currency futures. However, securities futures /1/ and futures and
options on any group or index of Securities (as defined in the Investment
Company Act of 1940) are Securities.

         Purchase or Sale of a Security

         The purchase or sale of a Security includes, among other things, the
writing of an option to purchase or sell a Security.

         Exempt Securities

         The following are Exempt Securities:

         1.  Direct obligations of the Government of the United States.

_____
/1/ A security future is a contract of sale for future delivery of a single
security or a narrow-based security index.

         2.  Bankers' acceptances, bank certificates of deposit, commercial
             paper, and high quality short-term debt instruments (defined as any
             instrument that has a maturity

                                       3

<PAGE>

              at issuance of less than 366 days and that is rated in one of the
              two highest rating categories by a Nationally Recognized
              Statistical Rating Organization), including repurchase agreements.

         3.   Shares of registered open-end investment companies.

         Beneficial Ownership

         The following section is designed to give you a practical guide with
respect to Beneficial Ownership. However, for purposes of this Code, Beneficial
Ownership shall be interpreted in the same manner as it would be under Rule
16a-1(a)(2) under the Securities Exchange Act of 1934 (the "Exchange Act") in
determining whether a person is the beneficial owner of a security for purposes
of Section 16 of the Exchange Act and the rules and regulations thereunder.

         You are considered to have Beneficial Ownership of Securities if you
have or share a direct or indirect Pecuniary Interest in the Securities.

         You have a Pecuniary Interest in Securities if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in the Securities.

         The following are examples of an indirect Pecuniary Interest in
Securities:

         1.   Securities held by members of your immediate family sharing the
              same household; however, this presumption may be rebutted by
              convincing evidence that profits derived from transactions in
              these Securities will not provide you with any economic benefit.

              Immediate family means any child, stepchild, grandchild, parent,
              stepparent, grandparent, spouse, sibling, mother-in-law,
              father-in-law, son-in-law, daughter-in-law, brother-in-law, or
              sister-in-law, and includes any adoptive relationship.

         2.   Your interest as a general partner in Securities held by a general
              or limited partnership.

         3.   Your interest as a manager-member in the Securities held by a
              limited liability company.

         You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, unless you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.

         The following circumstances constitute Beneficial Ownership by you of
Securities held by a trust:

         1.   Your ownership of Securities as a trustee where either you or
              members of your immediate family have a vested interest in the
              principal or income of the trust.

                                       4

<PAGE>

         2.       Your ownership of a vested beneficial interest in a trust.

         3.       Your status as a settlor of a trust, unless the consent of all
                  of the beneficiaries is required in order for you to revoke
                  the trust

         Exempt Transactions

         The following are Exempt Transactions:

         1.       Any transaction in Securities in an account over which you do
                  not have any direct or indirect influence or control. There is
                  a presumption that you can exert some measure of influence or
                  control over accounts held by members of your immediate family
                  sharing the same household, but this presumption may be
                  rebutted by convincing evidence.

         2.       Purchases of Securities under dividend reinvestment plans.

         3.       Purchases of Securities by exercise of rights issued to the
                  holders of a class of Securities pro rata, to the extent they
                  are issued with respect to Securities of which you have
                  Beneficial Ownership.

         4.       Acquisitions or dispositions of Securities as the result of a
                  stock dividend, stock split, reverse stock split, merger,
                  consolidation, spin-off or other similar corporate
                  distribution or reorganization applicable to all holders of a
                  class of Securities of which you have Beneficial Ownership.

         5.       Subject to the restrictions on participation in private
                  placements set forth below under Private Placements,
                  acquisitions or dispositions of Securities of a private
                  issuer. A private issuer is a corporation, partnership,
                  limited liability company or other entity which has no
                  outstanding publicly-traded Securities, and no outstanding
                  Securities which are convertible into or exchangeable for, or
                  represent the right to purchase or otherwise acquire,
                  publicly-traded Securities. However, you will have Beneficial
                  Ownership of Securities held by a private issuer whose equity
                  Securities you hold, unless you are not a controlling
                  equityholder and do not have or share investment control over
                  the Securities held by the entity.

         6.       Such other classes of transactions as may be exempted from
                  time to time by the Compliance Committee based upon a
                  determination that the transactions do not involve any
                  realistic possibility of a violation of Rule 17j-1 under the
                  Investment Company Act of 1940, as amended. The Compliance
                  Committee may exempt designated classes of transactions from
                  any of the provisions of this Code except the provisions set
                  forth below under Reporting.

         7.       Such other specific transactions as may be exempted from time
                  to time by a Compliance Officer. On a case-by-case basis when
                  no abuse is involved a

                                       5

<PAGE>

                  Compliance Officer may exempt a specific transaction from any
                  of the provisions of this Code except the provisions set forth
                  below under Reporting.

         Additional Exempt Transactions

         The following classes of transactions have been designated as Exempt
Transactions by the Compliance Committee:

           8.     Purchases or sales of up to $100,000 per calendar month per
                  issuer of fixed-income Securities.

           9.     Any purchase or sale of fixed-income Securities issued by
                  agencies or instrumentalities  of, or unconditionally
                  guaranteed by, the Government of the United States.

         10.      Purchases or sales of up to $1,000,000 per calendar month per
                  issuer of fixed-income Securities issued by qualified foreign
                  governments.

                  A qualified foreign government is a national government of a
                  developed foreign country with outstanding fixed-income
                  securities in excess of $50 billion.

         11.      Purchases or sales of up to 2,000 shares per day, per issuer,
                  of large-cap issuers.

                  A large-cap issuer is an issuer with a total market
                  capitalization in excess of $1 billion and an average daily
                  trading volume during the preceding three calendar months, on
                  the principal securities exchange (including NASDAQ) on which
                  its shares are traded, in excess of 100,000 shares.

                  Information concerning large-cap issuers is available on the
                  Internet. If you are unsure whether a security was issued by a
                  large-cap issuer, contact a Compliance Officer.

         12.      Purchases or sales of up to the lesser of 1,000 shares or
                  $10,000 per calendar week, per issuer, of stock of issuers
                  other than large-cap issuers.

         13.      Purchases or sales of exchange-traded options on broadly based
                  indices and units and/or exchange-traded trusts representing a
                  group, or a basket, of securities (e.g., HHH, QQQ, SPY).

         14.      Any purchase or sales of shares of registered closed-end
                  investment companies other than as set forth in Appendix VIII
                  hereto.

         15.      If you are not an Investment Person, short sales of any
                  Securities otherwise permitted hereunder or puts, calls,
                  straddles, or options where the underlying amount of
                  Securities controlled is an amount otherwise permitted
                  hereunder.

         16.      Any purchase or sale of a security or interest issued by or in
                  connection with a "Qualified Tuition Program" under Section
                  529 of the Internal Revenue Code of 1986, as amended.

                                        6

<PAGE>

                                     CAUTION

         The qualified foreign governments, large-cap issuers and broadly-based
indices that are exempt may change from time to time. Accordingly, you may
purchase Securities in an Exempt Transaction, only to find that you cannot sell
them later in an Exempt Transaction. In that case, you will be able to sell them
only if you preclear the sale in compliance with the procedures set forth in the
Code.

         Circumstances Requiring Preclearance

         If you have (or wish to acquire) Beneficial Ownership of Securities
which are not Exempt Securities and which cannot be sold in Exempt Transactions,
such Securities may be sold (or acquired) only in compliance with the procedures
set forth below under Preclearance Procedures.

         The Compliance Committee may designate as Exempt Transactions purchases
and sales of Securities which are purchased or sold in compliance with the
procedures set forth below under Preclearance Procedures.

         Preclearance Procedures

         If a Securities transaction requires preclearance:

         1.       The Securities may not be purchased or sold if at the time of
                  preclearance there is a pending buy or sell order on behalf of
                  an Advisory Client in the same Security or an equivalent
                  Security or if you knew or should have known that an Advisory
                  Client would be trading in that security or an equivalent
                  Security on the same day.

                  An equivalent Security of a given Security is: (i) a Security
                  issuable upon exercise, conversion or exchange of the given
                  Security, or (ii) a Security exercisable to purchase,
                  convertible into or exchangeable for the given Security, or
                  (iii) a Security otherwise representing an interest in or
                  based on the value of the given Security.

         2.       The Securities may be purchased or sold only if you have asked
                  a Compliance Officer to preclear the purchase or sale, the
                  Compliance Officer has given you preclearance in writing, and
                  the purchase or sale is executed by the close of business on
                  the day preclearance is given. Preclearance will not be given
                  unless a determination is made that the purchase or sale
                  complies with this Code and the foregoing restrictions. The
                  form for requesting preclearance is attached to this Code as
                  Appendix II.

                                       7

<PAGE>

         Initial Public Offerings

         If you are an Investment Person of any investment company that is an
Advisory Client (a "Trust"), you may not acquire Beneficial Ownership of any
Securities in an Initial Public Offering, unless you have received the prior
written approval of the Compliance Committee.

         For the purposes hereof, "Initial Public Offering" means an offering of
securities registered under the Securities Act of 1933 (the "Securities Act"),
the issuer of which, immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the Exchange Act.

         Private Placements

         If you are an Investment Person of a Trust, you may not acquire
Beneficial Ownership of any Securities in a Private Placement, unless you have
received the prior written approval of the Compliance Committee. Approval will
be not be given unless a determination is made that the investment opportunity
should not be reserved for one or more Advisory Clients, and that the
opportunity to invest has not been offered to you by virtue of your position.

         For the purposes hereof, "Private Placement" means an offering that is
exempted from registration under the Securities Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, 505 or 506 under the Securities Act.

         If you have acquired Beneficial Ownership of Securities in a Private
Placement, you must disclose your investment when you play a part in any
consideration of an investment by an Advisory Client in the issuer of the
Securities, and any decision to make such an investment must be independently
reviewed by a portfolio manager who does not have Beneficial Ownership of any
Securities of the issuer.

         Short-Term Trading Profits

         If you are an Investment Person, you may not profit from the purchase
and sale, or sale and purchase, within 60 calendar days, of the same (or
equivalent) Securities (other than Exempt Securities) of which you have
Beneficial Ownership. You are prohibited from transactions involving puts,
calls, straddles, options and/or short sales except for: Exempt Transactions,
transactions in Exempt Securities or transactions approved by a Compliance
Officer. Any such short-term trade must be unwound, or if that is not practical,
the profits must be contributed to a charitable organization.

         You are considered to profit from a short-term trade if Securities of
which you have Beneficial Ownership are sold for more than their purchase price,
even though the Securities purchased and the Securities sold are held of record
or beneficially by different persons or entities.

                                       8

<PAGE>

                                    Reporting

         Use of Broker-Dealers

         You may not engage, and you may not permit any other person or entity
to engage, in any purchase or sale of publicly-traded Securities (other than
Exempt Securities) of which you have, or by reason of the transaction will
acquire, Beneficial Ownership, except through a registered broker-dealer.

         Reporting of Transactions and Brokerage Accounts

         Each employee must report the employee's brokerage accounts and all
Securities transactions that are not Exempt Transactions or transactions in
Exempt Securities. To satisfy these requirements, (i) you must cause each
registered broker-dealer, who maintains an account for Securities of which you
have Beneficial Ownership, to provide to a Compliance Officer of PFD, within 10
days of the end of each calendar quarter, duplicate copies of: (a) confirmations
of all transactions in the account and (b) periodic statements for the account
and (ii) you must report (on the form attached as Appendix IV hereto) to a
Compliance Officer of PFD, within 10 days of the occurrence, the opening of any
brokerage account and all transactions effected without the use of a registered
broker-dealer in Securities (other than Exempt Securities) of which you have
Beneficiary Ownership.

         The confirmations and statements required by (i)(a) and (i)(b) above
must in the aggregate provide all of the information required by the Personal
Securities Transactions/Brokerage Account Report attached to this Code as
Appendix IV. If they do not, you must complete and submit a Personal Securities
Transactions/Brokerage Account Report within 10 days of the end of each calendar
quarter.

         Initial and Annual Reports

         You must disclose your holdings of all Securities (other than Exempt
Securities) of which you have Beneficial Ownership no later than 10 days after
becoming an employee and annually thereafter. The form for this purpose is
attached to this Code as Appendix III.

         Disclaimer

         Anyone filing a report required hereunder may disclaim Beneficial
Ownership of any Security listed thereon.

                                FIDUCIARY DUTIES

         Gifts

         You may not accept any investment opportunity, gift, gratuity or other
thing of more than nominal value, from any person or entity that does business,
or desires to do business, with PFD directly or on behalf of an Advisory Client.
You may accept gifts from a single giver so long as their aggregate annual value
does not exceed $100, and you may attend business meals, sporting

                                       9

<PAGE>

events and other entertainment events at the expense of a giver, so long as the
expense is reasonable and both you and the giver are present.

         Service as a Director

         You may not serve on the board of directors or other governing board of
a publicly traded entity, unless you have received the prior written approval of
the Chief Executive Officer and the General Counsel of PFD. Approval will not be
given unless a determination is made that your service on the board would be
consistent with the interests of our Advisory Clients. If you are permitted to
serve on the board of a publicly traded entity, you will be isolated from those
employees who make investment decisions with respect to the securities of that
entity, through a "Chinese Wall" or other procedures.

                                   COMPLIANCE

         Certificate of Receipt

         You are required to acknowledge receipt of your copy of this Code. A
form for this purpose is attached to this Code as Appendix V.

         Certificate of Compliance

         You are required to certify upon commencement of your employment or the
effective date of this Code, whichever occurs later, and annually thereafter,
that you have read and understand this Code and recognize that you are subject
to this Code. Each annual certificate will also state that you have complied
with the requirements of this Code during the prior year, and that you have
disclosed, reported, or caused to be reported all holdings required hereunder
and all transactions during the prior year in Securities of which you had or
acquired Beneficial Ownership. A form for this purpose is attached to this Code
as Appendix VI.

         Remedial Actions

         If you violate this Code, you are subject to remedial actions, which
may include, but are not limited to, disgorgement of profits, imposition of a
substantial fine, demotion, suspension or termination.

                       Reports to Management and Trustees

         Reports of Material Remedial Action

         The members of PFD and the directors or trustees of each Fund which is
an Advisory Client will be informed on a timely basis of each material remedial
action taken in response to a violation of this Code. For this purpose, a
material remedial action will include any action that has a significant
financial effect on the violator, such as disgorgement of profits, imposition of
a substantial fine, demotion, suspension or termination.

                                       10

<PAGE>

         Annual Reports

         Management of PFD will report in writing annually to the members of PFD
and the directors or trustees of each Trust which is an Advisory Client with
regard to efforts to ensure compliance by the officers and employees of PFD with
their fiduciary obligations to our Advisory Clients.

         The annual report will, at a minimum:

         1.  Describe any issues arising under the Code of Ethics or procedures
             since the last report to the members or Board, as the case may be,
             including, but not limited to, information about material
             violations of the Code or procedures and sanctions imposed in
             response to the material violations; and

         2.  Certify that PFD has adopted procedures reasonably necessary to
             prevent Access Persons from violating the Code.

                                       11

<PAGE>

                                                                      Appendix I

                                 PIMCO ADVISORS

                      Insider Trading Policy and Procedures

SECTION I.        POLICY STATEMENT ON INSIDER TRADING

A.       Policy Statement on Insider Trading

PIMCO Advisors L.P. ("PIMCO Advisors"), its affiliates, PIMCO Partners, G.P.,
Cadence Capital Management, NFJ Investment Group, Oppenheimer Capital, and PIMCO
Equity Advisors (collectively the "Company" or "PIMCO Advisors") forbid any of
their officers, directors or employees from trading, either personally or on
behalf of others (such as, mutual funds and private accounts managed by PIMCO
Advisors), on the basis of material non-public information or communicating
material non-public information to others in violation of the law. This conduct
is frequently referred to as "insider trading". This is a group wide policy.

The term "insider trading" is not defined in the federal securities laws, but
generally is used to refer to the situation when a person trades while aware of
material non-public information or to communications of material non-public
information to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally
understood that the law prohibits:

(1)      trading by an insider, while aware of material, non-public information;
         or

(2)      trading by a non-insider, while aware of material, non-public
         information, where the information was disclosed to the non-insider in
         violation of an insider's duty to keep it confidential; or

(3)      communicating material, non-public information to others in breach of a
         duty of trust or confidence.

This policy applies to every such officer, director and employee and extends to
activities within and outside their duties at the Company. Every officer,
director and employee must read and retain this policy statement. Any questions
regarding this policy statement and the related procedures set forth herein
should be referred to a Compliance Officer of PIMCO Advisors.

The remainder of this memorandum discusses in detail the elements of insider
trading, the penalties for such unlawful conduct and the procedures adopted by
the Company to implement its policy against insider trading.

                                       12

<PAGE>

1.       To Whom Does This Policy Apply?

This Policy applies to all employees, officers and directors (direct or
indirect) of the Company ("Covered Persons"), as well as to any transactions in
any securities participated in by family members, trusts or corporations
controlled by such persons. In particular, this Policy applies to securities
transactions by:

         the Covered Person's spouse;
         the Covered Person's minor children;
         any other relatives living in the Covered Person's household;
         a trust in which the Covered Person has a beneficial interest, unless
         such person has no direct or indirect control over the trust;
         a trust as to which the Covered Person is a trustee;
         a revocable trust as to which the Covered Person is a settlor;
         a corporation of which the Covered Person is an officer, director or
         10% or greater stockholder; or
         a partnership of which the Covered Person is a partner (including most
         investment clubs) unless the Covered Person has no direct or indirect
         control over the partnership.

2.       What is Material Information?

Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities.

Although there is no precise, generally accepted definition of materiality,
information is likely to be "material" if it relates to significant changes
affecting such matters as:

         dividend or earnings expectations;
         write-downs or write-offs of assets;
         additions to reserves for bad debts or contingent liabilities;
         expansion or curtailment of company or major division operations;
         proposals or agreements involving a joint venture, merger, acquisition,
           divestiture, or leveraged buy-out;
         new products or services;
         exploratory, discovery or research developments;
         criminal indictments, civil litigation or government investigations;
         disputes with major suppliers or customers or significant changes in
           the relationships with such parties;
         labor disputes including strikes or lockouts;
         substantial changes in accounting methods;
         major litigation developments;
         major personnel changes;
         debt service or liquidity problems;
         bankruptcy or insolvency;
         extraordinary management developments;
         public offerings or private sales of debt or equity securities;

                                      13

<PAGE>

         calls, redemptions or purchases of a company's own stock;
         issuer tender offers; or
         recapitalizations.

Information provided by a company could be material because of its expected
effect on a particular class of the company's securities, all of the company's
securities, the securities of another company, or the securities of several
companies. Moreover, the resulting prohibition against the misuses of "material"
information reaches all types of securities (whether stock or other equity
interests, corporate debt, government or municipal obligations, or commercial
paper) as well as any option related to that security (such as a put, call or
index security).

Material information does not have to relate to a company's business. For
example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered
as material certain information about the contents of a forthcoming newspaper
column that was expected to affect the market price of a security. In that case,
a reporter for The Wall Street Journal was found criminally liable for
disclosing to others the dates that reports on various companies would appear in
the Journal and whether those reports would be favorable or not.

3.       What is Non-Public Information?

In order for issues concerning insider trading to arise, information must not
only be "material", it must be "non-public". "Non-public" information is
information which has not been made available to investors generally.
Information received in circumstances indicating that it is not yet in general
circulation or where the recipient knows or should know that the information
could only have been provided by an "insider" is also deemed "non-public"
information.

At such time as material, non-public information has been effectively
distributed to the investing public, it is no longer subject to insider trading
restrictions. However, for "non-public" information to become public
information, it must be disseminated through recognized channels of distribution
designed to reach the securities marketplace.

To show that "material" information is public, you should be able to point to
some fact verifying that the information has become generally available, for
example, disclosure in a national business and financial wire service (Dow Jones
or Reuters), a national news service (AP or UPI), a national newspaper (The Wall
Street Journal, The New York Times or Financial Times), or a publicly
disseminated disclosure document (a proxy statement or prospectus). The
circulation of rumors or "talk on the street", even if accurate, widespread and
reported in the media, does not constitute the requisite public disclosure. The
information must not only be publicly disclosed, there must also be adequate
time for the market as a whole to digest the information. Although timing may
vary depending upon the circumstances, a good rule of thumb is that information
is considered non-public until the third business day after public disclosure.

Material non-public information is not made public by selective dissemination.
Material information improperly disclosed only to institutional investors or to
a fund analyst or a favored group of analysts retains its status as "non-public"
information which must not be disclosed or otherwise misused. Similarly, partial
disclosure does not constitute public dissemination. So long as any material
component of the "inside" information possessed by the Company has yet to be
publicly disclosed, the information is deemed "non-public" and may not be
misused.

                                      14

<PAGE>

Information Provided in Confidence. It is possible that one or more directors,
officers, or employees of PIMCO Advisors may become temporary "insiders" because
of a duty of trust or confidence. A duty of trust or confidence can arise: (1)
whenever a person agrees to maintain information in confidence; (2) when two
people have a history, pattern, or practice of sharing confidences such that the
recipient of the information knows or reasonably should know that the person
communicating the material non-public information expects that the recipient
will maintain its confidentiality; or (3) whenever a person receives or obtains
material non-public information from certain close family members such as
spouses, parents, children and siblings. For example, personnel at PIMCO
Advisors may become insiders when an external source, such as a company whose
securities are held by one or more of the accounts managed by PIMCO Advisors,
discloses material, non-public information to PIMCO Advisors' portfolio managers
or analysts with the expectation that the information will remain confidential.

As an "insider", PIMCO Advisors has a duty not to breach the trust of the party
that has communicated the "material, non-public" information by misusing that
information. This duty may arise because PIMCO Advisors has entered or has been
invited to enter into a conunercial relationship with the company, client or
prospective client and has been given access to confidential information solely
for the corporate purposes of that company, client or prospective client. This
duty remains whether or not PIMCO Advisors ultimately participates in the
transaction.

Information Disclosed in Breach of a Duty. Analysts and portfolio managers at
PIMCO Advisors must be especially wary of "material, non-public" information
disclosed in breach of corporate insider's duty of trust or confidence that he
or she owes the corporation and shareholders. Even where there is no expectation
of confidentiality, a person may become an "insider" upon receiving material,
non-public information in circumstances where a person knows, or should know,
that a corporate insider is disclosing information in breach of a duty of trust
and confidence that he or she owes the corporation and its shareholders. Whether
the disclosure is an improper "tip" that renders the recipient a "tippee"
depends on whether the corporate insider expects to benefit personally, either
directly or indirectly, from the disclosure. In the context of an improper
disclosure by a corporate insider, the requisite "personal benefit" may not be
limited to a present or future monetary gain. Rather, a prohibited personal
benefit could include a reputational benefit, an expectation of a "quid pro quo"
from the recipient or the recipient's employer by a gift of the "inside"
information.

A person may, depending on the circumstances, also become an "insider" or
"tippee" when he or she obtains apparently material, non-public information by
happenstance, including information derived from social situations, business
gatherings, overheard conversations, misplaced documents, and "tips" from
insiders or other third parties.

4.       Identifying Material Information

Before trading for yourself or others, including investment companies or private
accounts managed by the Company, in the securities of a company about which you
may have potential material, non-public information, ask yourself the following
questions:

                                      15

<PAGE>

i.       Is this information that an investor could consider important in making
         his or her investment decisions? Is this information that could
         substantially affect the market price of the securities if generally
         disclosed?

ii.      To whom has this information been provided? Has the information been
         effectively communicated to the marketplace by being published in The
         Financial Times, Reuters, The Wall Street Journal or other publications
         of general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which
you the Company and its personnel could be subject, any director, officer and
employee uncertain as to whether the information he or she possesses is
"material non-public" information should immediately take the following steps:

i.       Report the matter immediately to a Compliance Officer or the General
         Counsel of PIMCO Advisors;

ii.      Do not purchase or sell the securities on behalf of yourself or others,
         including investment companies or private accounts managed by PIMCO
         Advisors; and

iii.     Do not communicate the information inside or outside the Company, other
         than to a Compliance Officer or the General Counsel of PIMCO Advisors.

After the Compliance Officer or General Counsel has reviewed the issue, you will
be instructed to continue the prohibitions against trading and communication or
will be allowed to trade and communicate the information.

5.       Penalties for Insider Trading

Penalties for trading on or communicating material non-public information are
severe, both for individuals involved in such unlawful conduct and their
employers. A person can be subject to some or all of the penalties below even if
he or she does not personally benefit from the violation. Penalties include:

         civil injunctions
         treble damages
         disgorgement of profits
         jail sentences
         fines for the person who committed the violation of up to three times
            the profit gained or loss avoided, whether or not the person
            actually benefited, and
         fines for the employer or other controlling person of up to the greater
            of $1,000,000 or three times the amount of the profit gained or loss
            avoided.

In addition, any violation of this policy statement can be expected to result in
serious sanctions by the Company, including dismissal of the persons involved.

                                      16

<PAGE>

Section II:    Procedures to Implement the Policy Against Insider Trading

A.       Procedures to Implement the Policy Against Insider Trading

The following procedures have been established to aid the officers, directors
and employees of PIMCO Advisors in avoiding insider trading, and to aid PIMCO
Advisors in preventing, detecting and imposing sanctions against insider
trading. Every officer, director and employee of PIMCO Advisors must follow
these procedures or risk serious sanctions, including dismissal, substantial
personal liability and criminal penalties.

Trading Restrictions and Reporting Requirements

1.       No employee, officer or director of the Company who is aware of
         material non-public information relating to the Company or any of its
         affiliates or subsidiaries, including Allianz AG, may buy or sell any
         securities of the Company, including Allianz AG, or engage in any other
         action to take advantage of, or pass on to others, such material
         non-public information.

2.       No employee, officer or director of the Company who is aware of
         material non-public information which relates to any other company or
         entity in circumstances in which such person is deemed to be an insider
         or is otherwise subject to restrictions under the federal securities
         laws may buy or sell securities of that company or otherwise take
         advantage of, or pass on to others, such material non-public
         information.

3.       No employee, officer or director of PIMCO Advisors shall engage in a
         securities transaction with respect to the securities of Allianz AG,
         except in accordance with the specific procedures published from time
         to time by PIMCO Advisors.

4.       No employee shall engage in a securities transaction with respect to
         any securities of any other company, except in accordance with the
         specific procedures set forth in PIMCO Advisors' Code of Ethics.

5.       Employees shall submit reports concerning each securities transaction
         in accordance with the terms of the Code of Ethics and verify their
         personal ownership of securities in accordance with the procedures set
         forth in the Code of Ethics.

6.       Because even inadvertent disclosure of material non-public information
         to others can lead to significant legal difficulties, officers,
         directors and employees of PIMCO Advisors should not discuss any
         potentially material non-public information concerning PIMCO Advisors
         or other companies, including other officers, employees and directors,
         except as specifically required in the performance of their duties

                                      17

<PAGE>

B.       Chinese Wall Procedures

The Insider Trading and Securities Fraud Enforcement Act in the US requires the
establishment and strict enforcement of procedures reasonably designed to
prevent the misuse of "inside" information/1/. Accordingly, you should not
discuss material non-public information about PIMCO Advisors or other companies
with anyone, including other employees, except as required in the performance of
your regular duties. In addition, care should be taken so that such information
is secure. For example, files containing material non-public information should
be sealed; access to computer files containing material non-public information
should be restricted.

C.       Resolving Issues Concerning Insider Trading

The federal securities laws, including the US laws governing insider trading,
are complex. If you have any doubts or questions as to the materiality or
non-public nature of information in your possession or as to any of the
applicability or interpretation of any of the foregoing procedures or as to the
propriety of any action, you should contact your Compliance Officer. Until
advised to the contrary by a Compliance Officer, you should presume that the
information is material and non-public and you should not trade in the
securities or disclose this information to anyone.



____________
/1/ The antifraud provisions of United States securities laws reach insider
trading or tipping activity worldwide which defrauds domestic securities
markets. In addition, the Insider Trading and Securities Fraud Enforcement Act
specifically authorizes the SEC to conduct investigations at the request of
foreign governments, without regard to whether the conduct violates United
States law.

                                      18

<PAGE>

                                                                     Appendix II

                          PIMCO FUNDS DISTRIBUTORS LLC

                   PRECLEARANCE OF SECURITIES TRANSACTION FORM

(1)      Name of employee requesting authorization:
                                                            ____________________

(2)      If different from #1, name of the account
         where the trade will occur:
                                                            ____________________

(3)      Relationship of (2) to (1):
                                                            ____________________

(4)      Name of the firm at which the account is held:
                                                            ____________________

(5)      Name of Security:
                                                            ____________________

(6)      Maximum number of shares or units to be
         purchased or sold or amount of bond:
                                                            ____________________

(7)      Check those that are applicable:

         ___ Purchase    ___ Sale   ___ Market Order   ___ Limit Order (Price of
                                                           Limit Order: _______)

If the answer to any of the following questions is made by checking the answer
in Column I, the Compliance Officer may have to reject the proposed transaction:

<TABLE>
<CAPTION>

                                                                                  COLUMN I          COLUMN II
<S>                                                                              <C>                <C>
(8)      Do you possess material nonpublic information regarding the security
         or the issuer of the security?/1/                                       ______  Yes         ______  No

(9)      To your knowledge, are the securities or "equivalent securities"
         subject to a pending buy or sell order on behalf of an Advisory
         Client of PFD?                                                          ______  Yes         ______  No

(10)     To your knowledge, are there any outstanding purchase or sell orders
         for this security or any equivalent security by any Advisory Client
         of PFD?                                                                 ______  Yes         ______  No

(11)     To your knowledge, are the securities or equivalent securities being
         considered for purchase or sale for any Advisory Client of PFD?         ______  Yes         ______  No
</TABLE>

________________
/1/ Please note that officers and employees of PFD generally are not permitted
to acquire or sell securities when they possess material nonpublic information
regarding the security or the issuers of the security.

                                       19

<PAGE>

                                                             Appendix II (cont.)

<TABLE>
<CAPTION>
                                                                                   COLUMN I     COLUMN II
<S>                                                                              <C>           <C>
(12)     Are the securities being acquired in an initial public offering?
                                                                                 ______  Yes   ______  No

(13)     If you are an Investment Person, /2/ are the securities being acquired
         in a private placement?                                                 ______  Yes   ______  No

(14)     If you are an Investment Person, /2/ has any account you manage
         purchased or sold these securities or equivalent securities within the
         past seven calendar days or do you expect the account to purchase or
         sell these securities or equivalent securities within seven
         calendar days of your purchase or sale?                                 ______  Yes   ______  No
</TABLE>



         I have read the PIMCO Funds Distributors LLC Amended and Restated Code
of Ethics dated February 1, 2002 within the prior 12 months and believe that the
proposed trade fully complies with the requirements of the Code.

                                                       _________________________
                                                            Employee Signature

                                                       _________________________
                                                            Print Name

                                                       _________________________
                                                            Date Submitted

Authorized by: ___________________

Date:          ___________________


____________
/2/ Please see you Compliance Officer if you are not certain whether you are an
Investment Person.

                                       20

<PAGE>

                                                                    Appendix III

                          PIMCO FUNDS DISTRIBUTORS LLC

                          INITIAL AND ANNUAL REPORT OF
                          PERSONAL SECURITIES HOLDINGS

         In accordance with the Code of Ethics, please provide a list of all
Securities (other than Exempt Securities) in which you or any account, in which
you have a Pecuniary Interest, has a Beneficial Interest and all Securities
(other than Exempt Securities) in non-client accounts for which you make
investment decisions. This includes not only securities held by brokers, but
also Securities held at home, in safe deposit boxes, or by an issuer.

(1)      Name of employee:                           ___________________________

(2)      If different than #1, name of the person
         in whose name the account is held:          ___________________________

(3)      Relationship of (2) to (1):                 ___________________________

(4)      Broker(s) at which Account is maintained:   ___________________________

                                                     ___________________________

                                                     ___________________________

                                                     ___________________________

(5)      Account Number(s):                          ___________________________

                                                     ___________________________

                                                     ___________________________

                                                     ___________________________

(6)      Telephone number(s) of Broker:              ___________________________

                                                     ___________________________

                                                     ___________________________

                                       21

<PAGE>

(7) For each account, attach your most recent account statement listing
Securities in that account. This information must be current as of a date no
more than 30 days before this report is submitted. If you own Securities that
are not listed in an attached account statement, list them below:

          Name of Security       Quantity       Value             Custodian

1.       __________________    ___________    ___________    ___________________

2.       __________________    ___________    ___________    ___________________

3.       __________________    ___________    ___________    ___________________

4.       __________________    ___________    ___________    ___________________

5.       __________________    ___________    ___________    ___________________

(Attach separate sheet if necessary)

         I certify that this form and the attached statements (if any)
constitute all of the Securities of which I have Beneficial Ownership as defined
in the Code.

                                                         _______________________
                                                         Employee Signature

                                                         _______________________
                                                         Print Name

Dated:   _________________

                                       22

<PAGE>

PIMCO FUNDS DISTRIBUTORS LLC                                         APPENDIX IV

Personal Securities Transactions/Brokerage
 Account Report                                    Quarter Ended: ______________

You must cause each broker-dealer who maintains an account for Securities of
which you have Beneficial Ownership to provide to a Compliance Officer, within
10 days of the end of each calendar quarter, duplicate copies of confirmations
of all transactions in the account and duplicate statements for the account and
you must report to the Compliance Officer, within 10 days of the occurrence, all
transactions effected without the use of a registered broker-dealer in
Securities (other than transactions in Exempt Securities).

If you have opened a new account with a broker-dealer since your last report,
please complete the following information for each such account:

<TABLE>
<CAPTION>
       ----------------------------------------------------------------------------------------------------------
                      Name                     Broker              Account Number        Date Account Opened

       ----------------------------------------------------------------------------------------------------------
       <S>                         <C>                      <C>                      <C>

       ----------------------------------------------------------------------------------------------------------

       ----------------------------------------------------------------------------------------------------------

       ----------------------------------------------------------------------------------------------------------

       ----------------------------------------------------------------------------------------------------------
</TABLE>

Please provide information concerning non-Exempt Transactions not effected
through a registered broker-dealer (e.g., direct purchases of private placements
or limited partnerships).

<TABLE>
<CAPTION>
   ---------------------------------------------------------------------------------------------------------------------
      Security's Name*       Transaction Date       Buy or Sell?     No. of Shares   Price Per Share    Broker's Name
   ---------------------------------------------------------------------------------------------------------------------
   <S>                   <C>                      <C>              <C>              <C>                <C>

   ---------------------------------------------------------------------------------------------------------------------

   ---------------------------------------------------------------------------------------------------------------------

   ---------------------------------------------------------------------------------------------------------------------

   ---------------------------------------------------------------------------------------------------------------------
</TABLE>

* Including interest rate, principal amount and maturity date, if applicable.

By signing this document, I am certifying that I have caused duplicate
confirmations and duplicate statements to be sent to the Compliance Officer for
every brokerage account that trades in Securities other than Exempt Securities
(as defined in the PFD Code of Ethics).

Print Name: ________________  Signature: ________________  Date: _______________

Return to: N.B. Schott, Jr. - PIMCO Funds Distributors LLC, 2187 Atlantic
Street, Stamford, CT 06902

                                       23

<PAGE>

                                                             Appendix IV (cont.)

1.   Transactions required to be reported. You should report every transaction
     in which you acquired or disposed of any beneficial ownership of any
     security during the calendar quarter. The term "beneficial ownership" is
     the subject of a long history of opinions and releases issued by the
     Securities and Exchange Commission and generally means that you would
     receive the benefits of owning a security. The term includes, but is not
     limited to the following cases and any other examples in the Code:

     (A)   Where the security is held for your benefit by others (brokers,
           custodians, banks and pledgees);

     (B)   Where the security is held for the benefit of members of your
           immediate family sharing the same household;

     (C)   Where securities are held by a corporation, partnership, limited
           liability company, investment club or other entity in which you have
           an equity interest if you are a controlling equityholder or you have
           or share investment control over the securities held by the entity;

     (D)   Where securities are held in a trust for which you are a trustee and
           under which either you or any member of your immediate family have a
           vested interest in the principal or income; and

     (E)   Where securities are held in a trust for which you are the settlor,
           unless the consent of all of the beneficiaries is required in order
           for you to revoke the trust.

     Notwithstanding the foregoing, none of the following transactions need be
     reported:

     (A)   Transactions in securities which are direct obligations of the United
           States;

     (B)   Transactions effected in any account over which you have no direct or
           indirect influence or control; or

     (C)   Shares of registered open-end investment companies.

2.   Security Name. State the name of the issuer and the class of the security
     (e.g., common stock, preferred stock or designated issue of debt
     securities), including the interest rate, principal amount and maturity
     date, if applicable. In the case of the acquisition or disposition of a
     futures contract, put, call option or other right (hereinafter referred to
     as "options"), state the title of the security subject to the option and
     the expiration date of the option.

3.   Futures Transactions. Please remember that duplicates of all Confirmations,
     Purchase and Sale Reports, and Month-end Statements must be send to the
     firm by your broker. Please double check to be sure this occurs if you
     report a futures transaction. You should use the address below.

4.   Transaction Date. In the case of a market transaction, state the trade date
     (not the settlement date).

5.   Nature of Transaction (Buy or Sell). State the character of the transaction
     (e.g., purchase or sale of security, purchase or sale of option, or
     exercise of option).

6.   Amount of Security Involved (No. of Shares). State the number of shares of
     stock, the face amount of debt securities or other units of other
     securities. For options, state the amount of securities subject to the
     option. If your ownership interest was through a spouse, relative or other
     natural person or through a partnership, trust, other entity, state the
     entire amount of securities involved in the transaction. In such cases, you
     may also indicate, if you wish, the extent of your interest in the
     transaction.

7.   Purchase or Sale Price. State the purchase or sale price per share or other
     unit, exclusive of brokerage commissions or other costs of execution. In
     the case of an option, state the price at which it is currently
     exercisable. No price need be reported for transactions not involving cash.

8.   Broker, Dealer or Bank Effecting Transaction. State the name of the broker,
     dealer or bank with or through whom the transaction was effected.

9.   Signature.  Sign the form in the space provided.

10.  Filing of Report. A report should be filed NOT LATER THAN 10 CALENDAR DAYS
     after the end of each calendar quarter with:

                  PIMCO Funds Distributors LLC
                  ATTN: Newton B. Schott, Jr.
                  2187 Atlantic Street - 7/th/ Floor
                  Stamford, CT  06902

                                       24

<PAGE>

                                                                      Appendix V

                          PIMCO FUNDS DISTRIBUTORS LLC

                          ACKNOWLEDGMENT CERTIFICATION
                                     for the
                                 Code of Ethics
                                     and the
                      Insider Trading Policy and Procedures

     I hereby certify that I have read and understand the PIMCO Funds
Distributors Amended and Restated Code of Ethics and the Insider Trading Policy
and Procedures (dated February 1, 2002) (together, the "Codes"). Pursuant to the
Codes, I recognize that I must disclose or report all personal holdings and
securities transactions required to be disclosed or reported thereunder and
comply in all other respects with the requirements of the Codes. I also agree to
cooperate fully with any investigation or inquiry as to whether a possible
violation of the foregoing Codes has occurred.1 I understand that any failure to
comply in all aspects with the foregoing and these policies and procedures may
lead to sanctions, including dismissal.



Date:  __________________________           ______________________________
                                            Signature


                                            ______________________________
                                            Print Name








_________________
/1/ The antifraud provisions of United States securities laws reach insider
trading or tipping activity worldwide which defrauds domestic securities
markets. In addition, the Insider Trading and Securities Fraud Enforcement Act
specifically authorizes the SEC to conduct investigations at the request of
foreign governments, without regard to whether the conduct violates United
States law.

                                       25

<PAGE>

                                                                     Appendix VI

                          PIMCO FUNDS DISTRIBUTORS LLC

                       ANNUAL CERTIFICATION OF COMPLIANCE


         I hereby certify that I have complied with the requirements of the
PIMCO Funds Distributors LLC Amended and Restated Code of Ethics and the Insider
Trading Policy and Procedures (dated February 1, 2002) (together, the "Codes")
for the year ended December 31, 200__. Pursuant to the Codes, I have disclosed
or reported all personal securities holdings and transactions required to be
disclosed or reported thereunder and complied in all other respects with the
requirements of the Codes. I also agree to cooperate fully with any
investigation or inquiry as to whether a possible violation of the foregoing
Codes has occurred.



Date: _________________________

                                              _______________________________
                                              Signature


                                              _______________________________
                                              Print Name

                                       26

<PAGE>

                                                                    APPENDIX VII

                                   DEFINITION

         For the purposes hereof, "Investment Person" means:

             (i)  any employee of a Trust or an investment adviser or
                  sub-adviser (or of any company in a control (as defined in
                  Section 2(a)(9) of the Act) relationship to such Trust or
                  investment adviser or sub-adviser) who, in connection with his
                  or her regular functions or duties, makes or participates in
                  making recommendations regarding the purchase or sale of
                  securities by any Fund of such Trust, including any portfolio
                  manager and any employee who helps execute decisions of any
                  portfolio manager; or

            (ii)  any natural person who controls (as defined in Section 2(a)(9)
                  of the Act) a Trust or investment adviser or sub-adviser and
                  who obtains information concerning recommendations made to any
                  Fund of such Trust regarding the purchase or sale of
                  securities by any Fund of such Trust.

                                       27

<PAGE>

                                                                   Appendix VIII

                          PIMCO FUNDS DISTRIBUTORS LLC

                   POLICY REGARDING SPECIAL TRADING PROCEDURES
                   FOR SECURITIES OF CERTAIN CLOSED-END FUNDS

                        Effective as of February 1, 2002

Introduction

         PIMCO Funds Distributors LLC (the "Company") has adopted Allianz
Dresdner Asset Management of America L.P.'s ("ADAMA") Insider Trading Policy and
Procedures (applicable to all personnel) which prohibits insider trading in any
securities, and prohibits all employees from improperly using or disclosing
material, non-public information, a copy of which has been supplied to you.
(ADAMA was formerly known as PIMCO Advisors L.P.) Any capitalized term not
otherwise defined in this Policy shall have the meaning set forth elsewhere in
the Company Code.

Persons to Whom this Special Trading Policy Applies

         This Special Trading Policy applies to all employees of the Company
("Covered Persons"), as well as to any transactions in securities participated
in by family members, trusts or corporations controlled by a Covered Person. In
particular, this Policy applies to securities transactions by:

         the Covered Person's spouse;
         the Covered Person's minor children;
         any other relatives living in the Covered Person's household;
         a trust in which the Covered Person has a beneficial interest, unless
         such Covered Person has no direct or indirect control over the trust;
         a trust as to which the Covered Person is a trustee;
         a revocable trust as to which the Covered Person is a settlor;
         a corporation of which the Covered Person is an officer, director or
         10% or greater stockholder; or
         a partnership of which the Covered Person is a partner (including
         most investment clubs), unless the Covered Person has no direct or
         indirect control over the partnership.

         The family members, trust and corporations listed above are hereinafter
referred to as "Related Persons."

Securities to which this special trading policy applies

         Unless stated otherwise, this Policy and the following Special Trading
Procedures apply to all transactions by Covered Persons and their Related
Persons involving any securities of the closed-end funds for which ADAMA or one
of its affiliates acts as an investment manager, investment advisor or
sub-advisor (the "Funds"). The current list of Funds is set forth listed on

                                       28

<PAGE>

Exhibit 1 hereto. For purposes hereof, the securities of the Funds are referred
to as the "Prohibited Securities." The Company may revise Exhibit 1 from time to
time; and, therefore, any Covered Person should contact his or her Compliance
Officer prior to executing a personal transaction involving any closed-end fund
that is managed, advised or sub-advised by ADAMA or any of its affiliates to
determine whether the securities involved in the proposed transaction are
Prohibited Securities.

Special trading procedures relating to the prohibited securities

1.       Preclearance

         All investment transactions in Prohibited Securities in which a Covered
Person has or will acquire a Beneficial Ownership interest must be precleared by
a Compliance Officer.

         Preclearance shall be requested by completing and submitting a copy of
the applicable preclearance request form attached hereto as Exhibit 2 to a
Compliance Officer. No investment transaction subject to preclearance may be
effected prior to receipt of written or electronic authorization of the
transaction by a Compliance Officer. The authorization and the date of
authorization will be reflected on the preclearance request form. Unless
otherwise specified, that authorization shall be effective, unless revoked,
until the earlier of (a) the close of business on the day the authorization is
given, or (b) until you discover that the information on the preclearance
request form is no longer accurate.

         The Compliance Officer from whom authorization is sought may undertake
such investigation as he or she considers necessary to determine that the
investment transaction for which preclearance has been sought complies with the
terms of the Company's Code and this Policy and is consistent with the general
principles described at the beginning of the Company's Code.

2.       Post-Trade Reporting

         Each Covered Person shall submit to the Compliance Officer a report of
every securities transaction in Prohibited Securities in which he or she and any
of such Covered Person's Related Persons have participated as soon as
practicable following the transaction and in any event not later than the fifth
day after the end of the month in which the transaction occurred. The report
shall include: (1) the date of the transaction and the title and number of
shares or principal amount of each security involved; (2) the nature of the
transaction (i.e., purchase, sale or any other type of acquisition or
disposition); (3) the price at which the transaction was effected; and (4) the
name of the broker/dealer with or through whom the transaction was effected. In
addition, on an annual basis, each Covered Person must confirm the amount of
Prohibited Securities which such person and his/her Related Persons beneficially
own.

         Each Covered Person (and not the Company) is personally responsible for
insuring that his or her transactions comply fully with any and all applicable
securities laws, including, but not limited to, the restrictions imposed under
Sections 16(a) and 16(b) of the Securities Exchange Act of 1934 and Rule 144
under the Securities Act of 1933.

                                       29

<PAGE>

3.  Resolving Issues Concerning Insider Trading

         If you have any doubts or questions as to whether information is
material or non-public, or as to the applicability or interpretation of any of
the foregoing procedures, or as to the propriety of any action, you should
contact a Compliance Officer before trading or communicating the information to
anyone. Until these doubts or questions are satisfactorily resolved, you should
presume that the information is material and non-public and you should not trade
in the securities or communicate this information to anyone.

4.  Modifications and Waivers

         The Company reserves the right to amend or modify this Policy Statement
at any time. Waiver of any provision of this Policy Statement in a specific
instance may be authorized in writing by (i) the Compliance Officer or (ii) a
member of the Compliance Committee.

                                       30

<PAGE>

                                                                       Exhibit 1

                             List of Closed-End Funds

                  PIMCO Commercial Mortgage Securities Trust

                  Municipal Advantage Fund

                  PIMCO Municipal Income Fund

                  PIMCO California Municipal Income Fund

                  PIMCO New York Municipal Income Fund

                  PIMCO Corporate Income Fund

                  The Emerging Markets Income Fund, Inc.

                  The Emerging Markets Income Fund II, Inc.

                  The Emerging Markets Floating Rate Fund, Inc.

                  Global Partners Income Fund, Inc.

                  Municipal Partners Fund, Inc.

                  Municipal Partners Fund II, Inc.

                                       31







<PAGE>

                                                                       Exhibit 2

                      PIMCO FUNDS DISTRIBUTORS LLC ("PFD")

                            PRECLEARANCE REQUEST FORM

                                       for

                                CLOSED-END FUNDS


(1)  Name of employee requesting authorization:          ___________________

(2)  If different from #1, name of account where the
        trade will occur:                                 ___________________

(3)  Relationship of (2) to (1):                         ___________________

(4)  Name of Firm at which the account is held:          ___________________

(5)  Name of the Closed-End Fund:                        ___________________

(6)  Maximum number of shares to be purchased or sold:   ___________________

(7)  Check those that are applicable:

  _____Purchase _____Sale _____Market Order _____Limit Order (Price of Limit
                                                 Order: _______)

Prior to trading, you must consult with your Compliance Officer for authority to
trade.

(8)  Do you possess material nonpublic information regarding
     the Closed-End Fund/1/                                 ____ Yes    ____ No


(9)  Have you or any Related Account covered by the authorization
     provisions of the Code purchased or sold shares of the
     Closed-End Fund within the past 6 months?             ____ Yes    ____ No

_________
/1/  Please note that employees are not permitted to acquire or sell securities
     when they possess material nonpublic information regarding the security or
     the issuers of the security.

                                       32

<PAGE>

I have read the Amended and Restated Code of Ethics for PFD dated February 1,
2002, within the prior 12 months and believe that the proposed trade fully
complies with the requirements of the Code.

                                               ________________________________
                                               Employee Signature

                                               ________________________________
                                               Print Name

                                               ________________________________
                                               Date Submitted

Authorized By: _______________________

Authorization Date: ___________________


                       THIS TRADE MUST BE EXECUTED BY THE
                   CLOSE OF BUSINESS ON THE AUTHORIZATION DATE

                                       33

</TEXT>
</DOCUMENT>
