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

                                                                     Exhibit k.2

                               ORGANIZATIONAL AND
                    OFFERING EXPENSES REIMBURSEMENT AGREEMENT

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

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

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

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

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

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

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

                                                                     Page 1 of 2

<PAGE>

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

                                         PIMCO NEW YORK MUNICIPAL INCOME FUND II


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




                                         PIMCO FUNDS ADVISORS LLC


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

                                                                     Page 2 of 2

</TEXT>
</DOCUMENT>
