<DOCUMENT>
<TYPE>EX-99. (H) (3)
<SEQUENCE>5
<FILENAME>dex99h3.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit h.3


                     PIMCO New York Municipal Income Fund II



                            Auction Preferred Shares


                          Par Value $0.00001 Per Share


                             UNDERWRITING AGREEMENT



August 16, 2002

<PAGE>

                             UNDERWRITING AGREEMENT

                                                                 August 16, 2002



UBS Warburg LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
  as Managing Underwriters
299 Park Avenue
New York, New York  10171-0026

Ladies and Gentlemen:

          PIMCO New York Municipal Income Fund II, a voluntary association with
transferable shares organized and existing under and by virtue of the laws of
The Commonwealth of Massachusetts (commonly referred to as a Massachusetts
business trust) (the "Fund"), proposes to issue and sell to the underwriters
named in Schedule A annexed hereto (the "Underwriters") an aggregate of 1,800
preferred shares of beneficial interest of the Fund, par value $0.00001 per
share, designated Series A Auction Preferred Shares of the Fund and 1,800
preferred shares of beneficial interest of the Fund, par value $0.00001 per
share, designated Series B Auction Preferred Shares of the Fund, each with a
liquidation preference of $25,000 per share (the "APS").

          The Fund has filed with the Securities and Exchange Commission (the
"Commission"), in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations thereunder (collectively called the
"Act"), and with the provisions of the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder (collectively called the
"Investment Company Act"), a registration statement on Form N-2 (File Nos.
333-91740 and 811-21078), including a prospectus and a statement of additional
information, relating to the APS. The Fund has furnished to you, for use by the
Underwriters and by dealers, copies of one or more preliminary prospectuses
(including a preliminary statement of additional information) (each thereof,
including such preliminary statement of additional information, being herein
called a "Preliminary Prospectus") relating to the APS. Except where the context
otherwise requires, the registration statement, as amended when it becomes
effective (the "Effective Date"), including all documents filed as a part
thereof or incorporated by reference therein, and including any information
contained in a prospectus subsequently filed with the Commission pursuant to
Rule 497 under the Act and deemed to be part of the registration statement at
the time of effectiveness pursuant to Rule 430A under the Act is herein called
the Registration Statement, and the prospectus (including the statement of
additional information), in the form filed by the Fund with the Commission
pursuant to Rule 497 under the Act or, if no such filing is required, the form
of final prospectus (including the form of final statement of additional
information) included in the Registration Statement at the time it became
effective, is herein called the Prospectus. In addition, the Fund has filed a
Notification

<PAGE>

of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the
Investment Company Act.

          PIMCO Funds Advisors LLC ("PIMCO Funds Advisors" or the "Investment
Manager") acts as the Fund's investment manager pursuant to an Investment
Management Agreement by and between the Fund and the Investment Manager, dated
as of June 28, 2002 (the "Investment Management Agreement"). Pacific Investment
Management Company LLC ("PIMCO," or the "Portfolio Manager") acts as the Fund's
portfolio manager pursuant to a Portfolio Management Agreement by and between
the Investment Manager and PIMCO, as accepted and agreed to by the Fund, dated
as of June 28, 2002. State Street Bank & Trust Co. acts as the custodian (the
"Custodian") of the Fund's cash and portfolio assets pursuant to a Custodian
Agreement, dated as of June 28, 2002 (the "Custodian Agreement"). PFPC Inc. acts
as the Fund's transfer agent, registrar, shareholder servicing agent and
dividend disbursing agent with respect to the common shares of the Fund (the
"Transfer Agent") pursuant to a Transfer Agency Services Agreement, dated as of
June 28, 2002 (the "Transfer Agency Agreement"). Deutsche Bank Trust Company
Americas will act as the Fund's auction agent (the "Auction Agent") for the APS
pursuant to an Auction Agency Agreement, dated as of August __, 2002 (the
"Auction Agency Agreement"). The Fund has entered into a Letter Agreement, dated
as of August __, 2002, with the Depository Trust Company (the "DTC Agreement").

          The Fund, the Investment Manager and the Underwriters agree as
follows:

1.   Sale and Purchase. Upon the basis of the warranties and representations and
     subject to the terms and conditions herein set forth, the Fund agrees to
     sell to the respective Underwriters and each of the Underwriters, severally
     and not jointly, agrees to purchase from the Fund the aggregate number of
     APS set forth opposite the name of such Underwriter in Schedule A attached
     hereto in each case at a purchase price per share of $______. The Fund is
     advised that the Underwriters intend (i) to make a public offering of their
     respective portions of the APS as soon after the Effective Date as is
     advisable and (ii) initially to offer the APS upon the terms set forth in
     the Prospectus. The Underwriters may from time to time increase or decrease
     the public offering price after the initial public offering to such extent
     as they may determine.

2.   Payment and Delivery. Payment of the purchase price for the APS shall be
     made by the Underwriters to the Fund by Federal Funds wire transfer,
     against delivery of the certificates for the APS to you through the
     facilities of the Depository Trust Company ("DTC") for the respective
     accounts of the Underwriters. Such payment and delivery shall be made at
     10:00 A.M., New York City time on the third business day following the date
     of this Underwriting Agreement (unless another date or time shall be agreed
     to by you and the Fund). The time at which such payment and delivery are
     actually made is hereinafter sometimes called the "Time of Purchase" or the
     "Closing Date." Certificates for the APS shall be delivered to you in
     definitive form in such names and in such denominations as you shall
     specify on the second business day preceding the Time of Purchase. For the
     purpose of expediting the checking of the certificates for the APS by you,
     the Fund agrees to make such certificates available to you for such purpose
     at least one full business day preceding the Time of Purchase.

<PAGE>

          A certificate in definitive form representing the APS registered in
     the name of Cede & Co., as nominee for DTC, shall be delivered by or on
     behalf of the Fund to DTC for the account of the Underwriters.

3.   Representations and Warranties of the Fund and the Investment Manager. Each
     of the Fund and the Investment Manager jointly and severally represents and
     warrants to each Underwriter as follows:

     (a)  On (A) the Effective Date and the date on which the Prospectus is
          first filed with the Commission pursuant to Rule 497(b) or (h) under
          the Act or a certification is first filed with the Commission pursuant
          to Rule 497(j) under the Act, as the case may be, (B) the date on
          which any post-effective amendment to the Registration Statement
          (except any post-effective amendment which is filed with the
          Commission after the later of (x) one year from the date of this
          Underwriting Agreement or (y) the date on which the distribution of
          the APS is completed) became or becomes effective or any amendment or
          supplement to the Prospectus was or is filed with the Commission and
          (C) the Closing Date, the Registration Statement, the Prospectus and
          any such amendment or supplement thereto and the Notification complied
          or will comply in all material respects with the requirements of the
          Act and the Investment Company Act, as the case may be. On the
          Effective Date and on the date that any post-effective amendment to
          the Registration Statement (except any post-effective amendment which
          is filed with the Commission after the later of (x) one year from the
          date of this Underwriting Agreement or (y) the date on which the
          distribution of the APS is completed) became or becomes effective,
          neither the Registration Statement nor any such amendment did or will
          contain any untrue statement of a material fact or omit to state a
          material fact required to be stated in it or necessary to make the
          statements in it not misleading. On the Effective Date, on the Closing
          Date, and, if applicable, on the date the Prospectus or any amendment
          or supplement to the Prospectus was or is filed with the Commission,
          the Prospectus did not or will not, as the case may be, contain any
          untrue statement of a material fact or omit to state a material fact
          required to be stated in it or necessary to make the statements in it,
          in light of the circumstances under which they were made, not
          misleading. The foregoing representations in this Section 3(a) do not
          apply to statements or omissions relating to the Underwriters made in
          reliance on and in conformity with information furnished in writing to
          the Fund by the Underwriters expressly for use in the Registration
          Statement, the Prospectus or any amendments or supplements thereto, as
          described in Section 9(f) hereof.

     (b)  The Fund has been duly formed and is validly existing as an
          unincorporated voluntary association under the laws of The
          Commonwealth of Massachusetts (commonly known as a "Massachusetts
          business trust"), with full power and authority to conduct all the
          activities conducted by it, to own or lease all assets owned or leased
          by it and to conduct its business as described in the Registration
          Statement and Prospectus, and the Fund is duly licensed and qualified
          to do business and in good standing in each jurisdiction in which its
          ownership or leasing of property or its conducting of business
          requires such qualification,

<PAGE>

     (c)  except where the failure to be so qualified or be in good standing
          would not have a material adverse effect on the Fund, and the Fund
          owns, possesses or has obtained and currently maintains all
          governmental licenses, permits, consents, orders, approvals and other
          authorizations, whether foreign or domestic, necessary to carry on its
          business as contemplated in the Prospectus. The Fund has no
          subsidiaries.

     (d)  The capitalization of the Fund is as set forth in the Registration
          Statement and the Prospectus. The common shares of beneficial interest
          of the Fund, par value $0.00001 per share (the "Common Shares"), and
          the APS conform in all material respects to the description of them in
          the Prospectus. All outstanding Common Shares have been duly
          authorized and are validly issued, fully paid and nonassessable
          (except as described in the Registration Statement). The APS to be
          issued and delivered to and paid for by the Underwriters in accordance
          with this Underwriting Agreement against payment therefor as provided
          by this Underwriting Agreement have been duly authorized and when
          issued and delivered to the Underwriters will have been validly issued
          and will be fully paid and nonassessable (except as described in the
          Registration Statement). No person is entitled to any preemptive or
          other similar rights in connection with the issuance of the APS.

     (e)  The Fund is duly registered with the Commission under the Investment
          Company Act as a non-diversified, closed-end management investment
          company, and, subject to the filing of any final amendment to the
          Registration Statement (a "Final Amendment"), if not already filed,
          all action under the Act and the Investment Company Act, as the case
          may be, necessary to make the public offering and consummate the sale
          of the APS as provided in this Underwriting Agreement has or will have
          been taken by the Fund.

     (f)  The Fund has, or at the relevant time had, full power and authority to
          enter into each of this Underwriting Agreement, the Investment
          Management Agreement, the Custodian Agreement, the Transfer Agency
          Agreement, the Auction Agency Agreement and the DTC Agreement
          (collectively, the "Fund Agreements") and to perform all of the terms
          and provisions hereof and thereof to be carried out by it and (i) each
          Fund Agreement has been duly and validly authorized, executed and
          delivered by or on behalf of the Fund, (ii) each Fund Agreement does
          not violate in any material respect any of the applicable provisions
          of the Investment Company Act or the Investment Advisers Act of 1940,
          as amended, and the rules and regulations thereunder (collectively
          called the "Advisers Act"), as the case may be, and (iii) assuming due
          authorization, execution and delivery by the other parties thereto,
          each Fund Agreement constitutes the legal, valid and binding
          obligation of the Fund enforceable in accordance with its terms, (A)
          subject, as to enforcement, to applicable bankruptcy, insolvency and
          similar laws affecting creditors' rights generally and to general
          equitable principles (regardless of whether enforcement is sought in a
          proceeding in equity or at law) and (B) except as rights to indemnity
          thereunder may be limited by federal or state securities laws.

<PAGE>

     (g)  None of (i) the execution and delivery by the Fund of the Fund
          Agreements, (ii) the issue and sale by the Fund of the APS as
          contemplated by this Underwriting Agreement and (iii) the performance
          by the Fund of its obligations under any of the Fund Agreements or
          consummation by the Fund of the other transactions contemplated by the
          Fund Agreements conflicts with or will conflict with, or results or
          will result in a breach of, the Agreement and Declaration of Trust of
          the Fund, as amended through the date hereof (the "Declaration of
          Trust"), and the Amended and Restated Bylaws of the Fund, adopted in
          connection with the issuance of the APS and as amended through the
          date hereof (the "Amended Bylaws"), or any agreement or instrument to
          which the Fund is a party or by which the Fund is bound, except where
          such violation does not have a material adverse effect on the
          condition (financial or other), business prospects, properties, net
          assets or results of operations of the Fund, or any law, rule or
          regulation, or order of any court, governmental instrumentality,
          securities exchange or association or arbitrator, whether foreign or
          domestic, applicable to the Fund, other than state securities or "blue
          sky" laws applicable in connection with the purchase and distribution
          of the APS by the Underwriters pursuant to this Underwriting
          Agreement.

     (h)  The Fund is not currently in breach of, or in default under, any
          written agreement or instrument to which it is a party or by which it
          or its property is bound or affected, except where such violation does
          not have a material adverse effect on the condition (financial or
          other), business prospects, properties, net assets or results of
          operations of the Fund.

     (i)  No person has any right to the registration of any securities of the
          Fund because of the filing of the Registration Statement.

     (j)  No consent, approval, authorization or order of any court or
          governmental agency or body or securities exchange or association,
          whether foreign or domestic, is required by the Fund for the
          consummation by the Fund of the transactions to be performed by the
          Fund or the performance by the Fund of all the terms and provisions to
          be performed by or on behalf of it in each case as contemplated in the
          Fund Agreements, except such as (i) have been obtained under the Act,
          the Investment Company Act or the Advisers Act, and (ii) may be
          required under state securities or "blue sky" laws, in connection with
          the purchase and distribution of the APS by the Underwriters pursuant
          to this Underwriting Agreement.

     (k)  To the knowledge of the Fund and the Investment Manager after due
          inquiry, based on representations from PricewaterhouseCoopers LLP,
          whose report appears in the Prospectus, PricewaterhouseCoopers LLP are
          independent public accountants with respect to the Fund as required by
          the Act and the Investment Company Act.

     (l)  The statement of assets and liabilities included in the Registration
          Statement and the Prospectus presents fairly in all material respects,
          in accordance with

<PAGE>

          generally accepted accounting principles in the United States applied
          on a consistent basis, the financial position of the Fund as of the
          date indicated.

     (m)  The Fund will maintain a system of internal accounting controls
          sufficient to provide reasonable assurances that (i) transactions are
          executed in accordance with management's general or specific
          authorization; (ii) transactions are recorded as necessary to permit
          preparation of financial statements in conformity with generally
          accepted accounting principles and to maintain accountability for
          assets; (iii) access to assets is permitted only in accordance with
          management's general or specific authorization; and (iv) the recorded
          accountability for assets is compared with existing assets through an
          asset reconciliation procedure or otherwise at reasonable intervals
          and appropriate action is taken with respect to any differences.

     (n)  Since the date as of which information is given in the Registration
          Statement and the Prospectus, except as otherwise stated therein, (i)
          there has been no material adverse change in the condition, financial
          or otherwise, business affairs or business of the Fund, whether or not
          arising in the ordinary course of business, (ii) there have been no
          transactions entered into by the Fund other than those in the ordinary
          course of its business and (iii) there has been no dividend or
          distribution of any kind declared, paid or made on any class of its
          capital shares.

     (o)  There is no action, suit or proceeding before or by any court,
          commission, regulatory body, administrative agency or other
          governmental agency or body, foreign or domestic, now pending, or, to
          the knowledge of the Fund, threatened against or affecting the Fund,
          which (i) might result in any material adverse change in the
          condition, financial or otherwise, business affairs or business
          prospects of the Fund or might materially adversely affect the
          properties or assets of the Fund or (ii) is of a character required to
          be described in the Registration Statement or the Prospectus; and
          there are no contracts, franchises or other documents that are of a
          character required to be described in, or that are required to be
          filed as exhibits to, the Registration Statement that have not been
          described or filed as required.

     (p)  The Fund intends to direct the investment of the proceeds of the
          offering of the APS in such a manner as to comply with the
          requirements of Subchapter M of the Internal Revenue Code of 1986, as
          amended (the "Code").

     (q)  The Common Shares are listed on the New York Stock Exchange.

     (r)  The APS have been, or prior to the Closing Date will be, assigned a
          rating of "Aaa" by Moody's Investors Service, Inc.

     (s)  No advertising, sales literature or other promotional materials
          (excluding road show slides or road show tapes) were authorized or
          prepared by or on behalf of the Fund, the Investment Manager or the
          Portfolio Manager or any representative thereof for use in connection
          with the public offering or sale of the APS

<PAGE>

          (collectively referred to as the "Sales Materials"); any road show
          slides or road show tapes complied and comply in all material respects
          with the applicable requirements of the Act and the rules and
          interpretations of the National Association of Securities Dealers,
          Inc.; and no broker kits, road show slides, road show tapes or sales
          materials authorized or prepared by the Fund or authorized or prepared
          on behalf of the Fund by the Investment Manager, the Portfolio Manager
          or any representative thereof for use in connection with the public
          offering or sale of the APS contained or contains any untrue statement
          of a material fact or omitted or omits to state any material fact
          required to be stated therein or necessary in order to make the
          statements therein not misleading.

4.   Representations and Warranties of the Investment Manager. The Investment
     Manager represents to each Underwriter and, in the case of paragraph (f)
     also to the Fund, as follows:

     (a)  The Investment Manager has been duly formed, is validly existing as a
          limited liability company under the laws of the State of Delaware with
          full power and authority to conduct all of the activities conducted by
          it, to own or lease all of the assets owned or leased by it and to
          conduct its business as described in the Registration Statement and
          Prospectus, and the Investment Manager is duly licensed and qualified
          to do business and in good standing in each jurisdiction in which it
          is required to be so qualified, except to the extent that failure to
          be so qualified or be in good standing would not have a material
          adverse effect on the Investment Manager's ability to provide services
          to the Fund; and the Investment Manager owns, possesses or has
          obtained and currently maintains all governmental licenses, permits,
          consents, orders, approvals and other authorizations, whether foreign
          or domestic, necessary to carry on its business as contemplated in the
          Registration Statement and the Prospectus.

     (b)  The Investment Manager is (i) duly registered as an investment adviser
          under the Advisers Act and (ii) not prohibited by the Advisers Act or
          the Investment Company Act from acting as the investment adviser for
          the Fund as contemplated by the Investment Management Agreement, the
          Registration Statement and the Prospectus.

     (c)  The Investment Manager has, or at the relevant time had, full power
          and authority to enter into each of this Underwriting Agreement, the
          Investment Management Agreement and the Portfolio Management Agreement
          (collectively, this Underwriting Agreement, the Investment Management
          Agreement and the Portfolio Management Agreement being referred to as
          the "Investment Manager Agreements") and to carry out all the terms
          and provisions hereof and thereof to be carried out by it; and each
          Investment Manager Agreement has been duly and validly authorized,
          executed and delivered by the Investment Manager; none of the
          Investment Manager Agreements violates in any material respect any of
          the applicable provisions of the Investment Company Act or the
          Advisers Act; and assuming due authorization, execution and delivery
          by the other parties thereto, each Investment Manager Agreement
          constitutes a legal, valid and binding

<PAGE>

          obligation of the Investment Manager, enforceable in accordance with
          its terms, (i) subject, as to enforcement, to applicable bankruptcy,
          insolvency and similar laws affecting creditors' rights generally and
          to general equitable principles (regardless of whether enforcement is
          sought in a proceeding in equity or at law) and (ii) except as rights
          to indemnity thereunder may be limited by federal or state securities
          laws.

     (d)  Neither (i) the execution and delivery by the Investment Manager of
          any Investment Manager Agreement nor (ii) the consummation by the
          Investment Manager of the transactions contemplated by, or the
          performance of its obligations under, any Investment Manager Agreement
          conflicts or will conflict with, or results or will result in a breach
          of, the limited liability company agreement or other organizational
          documents of the Investment Manager or any agreement or instrument to
          which the Investment Manager is a party or by which the Investment
          Manager is bound, or any law, rule or regulation, or order of any
          court, governmental instrumentality, securities exchange or
          association or arbitrator, whether foreign or domestic, applicable to
          the Investment Manager.

     (e)  No consent, approval, authorization or order of any court,
          governmental agency or body or securities exchange or association,
          whether foreign or domestic, is required for the consummation of the
          transactions contemplated in, or the performance by the Investment
          Manager of its obligations under, any Investment Manager Agreement, as
          the case may be, except such as (i) have been obtained under the Act,
          the Investment Company Act or the Advisers Act, and (ii) may be
          required under state securities or "blue sky" laws, in connection with
          the purchase and distribution of the APS by the Underwriters pursuant
          to this Underwriting Agreement.

     (f)  The description of the Investment Manager and its business, and the
          statements attributable to the Investment Manager, in the Registration
          Statement and the Prospectus comply with the requirements of the Act
          and the Investment Company Act and do not contain any untrue statement
          of a material fact or omit to state any material fact required to be
          stated therein or necessary in order to make the statements therein
          not misleading.

     (g)  There is no action, suit or proceeding before or by any court,
          commission, regulatory body, administrative agency or other
          governmental agency or body, foreign or domestic, now pending or, to
          the knowledge of the Investment Manager, threatened against or
          affecting the Investment Manager of a nature required to be disclosed
          in the Registration Statement or Prospectus or that might reasonably
          be expected to result in any material adverse change in the ability of
          the Investment Manager to fulfill its respective obligations under any
          Investment Manager Agreement.

     (h)  None of the Fund, the Investment Manager or the Portfolio Manager has
          made available any promotional materials intended for use only by
          qualified broker-

<PAGE>

          dealers and registered representatives thereof by means of an Internet
          web site or similar electronic means.

     (i)  The Portfolio Manager has been duly formed, is validly existing as a
          limited liability company under the laws of Delaware with full power
          and authority to conduct all of the activities conducted by it, to own
          or lease all of the assets owned or leased by it and to conduct its
          business as described in the Registration Statement and Prospectus,
          and the Portfolio Manager is duly licensed and qualified to do
          business and in good standing in each jurisdiction in which it is
          required to be so qualified, except to the extent that failure to be
          so qualified or be in good standing would not have a material adverse
          affect on the Portfolio Manager's ability to provide services to the
          Fund; and the Portfolio Manager owns, possesses or has obtained and
          currently maintains all governmental licenses, permits, consents,
          orders, approvals and other authorizations, whether foreign or
          domestic, necessary to carry on its business as contemplated in the
          Registration Statement and the Prospectus.

     (j)  The Portfolio Manager is (i) duly registered as an investment adviser
          under the Advisers Act and (ii) not prohibited by the Advisers Act or
          the Investment Company Act from acting as the investment sub-adviser
          for the Fund as contemplated by the Portfolio Management Agreement,
          the Registration Statement and the Prospectus.

     (k)  The Portfolio Manager has, or at the relevant time had, full power and
          authority to enter into each of this Underwriting Agreement and the
          Portfolio Management Agreement (collectively, this Underwriting
          Agreement and the Portfolio Management Agreement being referred to as
          the "Portfolio Manager Agreements") and to carry out all the terms and
          provisions hereof and thereof to be carried out by it; and each
          Portfolio Manager Agreement has been duly and validly authorized,
          executed and delivered by the Portfolio Manager; none of the Portfolio
          Manager Agreements violates in any material respect any of the
          applicable provisions of the Investment Company Act or the Advisers
          Act; and assuming due authorization, execution and delivery by the
          other parties thereto, each Portfolio Manager Agreement constitutes a
          legal, valid and binding obligation of the Portfolio Manager,
          enforceable in accordance with its terms, (i) subject, as to
          enforcement, to applicable bankruptcy, insolvency and similar laws
          affecting creditors' rights generally and to general equitable
          principles (regardless of whether enforcement is sought in a
          proceeding in equity or at law) and (ii) except as rights to indemnity
          thereunder may be limited by federal or state securities laws.

     (l)  Neither (i) the execution and delivery by the Portfolio Manager of any
          Portfolio Manager Agreement nor (ii) the consummation by the Portfolio
          Manager of the transactions contemplated by, or the performance of its
          obligations under, any Portfolio Manager Agreement conflicts or will
          conflict with, or results or will result in a breach of, the limited
          liability company agreement or other organizational documents of the
          Portfolio Manager or any agreement or

<PAGE>

          instrument to which the Portfolio Manager is a party or by which the
          Portfolio Manager is bound, or any law, rule or regulation, or order
          of any court, governmental instrumentality, securities exchange or
          association or arbitrator, whether foreign or domestic, applicable to
          the Portfolio Manager.

     (m)  No consent, approval, authorization or order of any court,
          governmental agency or body or securities exchange or association,
          whether foreign or domestic, is required for the consummation of the
          transactions contemplated in, or the performance by the Portfolio
          Manager of its obligations under, any Portfolio Manager Agreement, as
          the case may be, except such as (i) have been obtained under the Act,
          the Investment Company Act or the Advisers Act, and (ii) may be
          required under state securities or "blue sky" laws, in connection with
          the purchase and distribution of the APS by the Underwriters pursuant
          to this Underwriting Agreement.

     (n)  The description of the Portfolio Manager and its business, and the
          statements attributable to the Portfolio Manager, in the Registration
          Statement and the Prospectus comply with the requirements of the Act
          and the Investment Company Act and do not contain any untrue statement
          of a material fact or omit to state any material fact required to be
          stated therein or necessary in order to make the statements therein
          not misleading.

     (o)  There is no action, suit or proceeding before or by any court,
          commission, regulatory body, administrative agency or other
          governmental agency or body, foreign or domestic, now pending or, to
          the knowledge of the Portfolio Manager, threatened against or
          affecting the Portfolio Manager of a nature required to be disclosed
          in the Registration Statement or Prospectus or that might reasonably
          be expected to result in any material adverse change in the ability of
          the Portfolio Manager to fulfill its respective obligations under any
          Portfolio Manager Agreement.

5.   Agreements of the Parties.

     (a)  If the registration statement relating to the APS has not yet become
          effective, the Fund will promptly file any Final Amendment, if not
          previously filed, with the Commission, and will use its best efforts
          to cause such registration statement to become effective and, as soon
          as the Fund is advised, will advise UBS Warburg LLC (the "Managing
          Representative") when the Registration Statement or any amendment
          thereto has become effective. If the Registration Statement has become
          effective and the Prospectus contained therein omits certain
          information at the time of effectiveness pursuant to Rule 430A under
          the Act, the Fund will file a 430A prospectus pursuant to Rule 497(h)
          under the Act as promptly as practicable, but no later than the second
          business day following the earlier of the date of the determination of
          the offering price of the APS or the date the Prospectus is first used
          after the Effective Date. If the Registration Statement has become
          effective and the Prospectus contained therein does not so omit such
          information, the Fund will file a prospectus pursuant to Rule 497(b)
          or a

<PAGE>

          certification pursuant to Rule 497(j) under the Act as promptly as
          practicable, but no later than the fifth business day following the
          date of the later of the Effective Date or the commencement of the
          public offering of the APS after the Effective Date. In either case,
          the Fund will provide you satisfactory evidence of the filing. The
          Fund will not file with the Commission any Prospectus or any other
          amendment (except any post-effective amendment which is filed with the
          Commission after the later of (x) one year from the date of this
          Underwriting Agreement or (y) the date on which distribution of the
          APS is completed) or supplement to the Registration Statement or the
          Prospectus unless a copy has first been submitted to the Managing
          Representative a reasonable time before its filing and the Managing
          Representative has not objected to it in writing within a reasonable
          time after receiving the copy.

     (b)  For the period of three years from the date hereof, the Fund will
          advise the Managing Representative promptly of (1) the issuance by the
          Commission of any order in respect of the Fund, the Investment Manager
          or the Portfolio Manager which relates to the Fund, or which relates
          to any material arrangements or proposed material arrangements
          involving the Fund, the Investment Manager or the Portfolio Manager,
          (2) the initiation or threatening of any proceedings for, or receipt
          by the Fund of any notice with respect to, any suspension of the
          qualification of the APS for sale in any jurisdiction or the issuance
          of any order by the Commission suspending the effectiveness of the
          Registration Statement, (3) receipt by the Fund, or any representative
          or attorney of the Fund, of any other communication from the
          Commission relating in any material way to the Fund, the Registration
          Statement, the Notification, any Preliminary Prospectus, the
          Prospectus or to the transactions contemplated by this Underwriting
          Agreement and (4) the issuance by any court, regulatory body,
          administrative agency or other governmental agency or body, whether
          foreign or domestic, of any order, ruling or decree, or the threat to
          initiate any proceedings with respect thereto, regarding the Fund,
          which relates in any material way to the Fund or any material
          arrangements or proposed material arrangements involving the Fund. The
          Fund will make every reasonable effort to prevent the issuance of any
          order suspending the effectiveness of the Registration Statement and,
          if any such order is issued, to obtain its lifting as soon as
          possible.

     (c)  If not delivered prior to the date of this Underwriting Agreement, the
          Fund will deliver to the Managing Representative, without charge, a
          signed copy of the Registration Statement and the Notification and of
          any amendments (except any post-effective amendment which is filed
          with the Commission after the later of (x) one year from the date of
          this Underwriting Agreement or (y) the date on which the distribution
          of the APS is completed) to either the Registration Statement or the
          Notification (including all exhibits filed with any such document) and
          as many conformed copies of the Registration Statement and any
          amendments thereto (except any post-effective amendment which is filed
          with the Commission after the later of (x) one year from the date of
          this Underwriting Agreement or (y) the date on which the distribution
          of the APS is completed) (excluding exhibits) as the Managing
          Representative may reasonably request.

<PAGE>

     (d)  During such period as a prospectus is required by law to be delivered
          by an underwriter or a dealer, the Fund will deliver, without charge,
          to you, the Underwriters and any dealers, at such office or offices as
          you may designate, as many copies of the Prospectus as you may
          reasonably request, and, if any event occurs during such period as a
          result of which it is necessary to amend or supplement the Prospectus,
          in order to make the statements therein, in light of the circumstances
          under which they were made, not misleading in any material respect, or
          if during such period it is necessary to amend or supplement the
          Prospectus to comply with the Act or the Investment Company Act, the
          Fund promptly will prepare, submit to the Managing Representative,
          file with the Commission and deliver, without charge, to the
          Underwriters and to dealers (whose names and addresses the Managing
          Representative will furnish to the Fund) to whom APS may have been
          sold by the Underwriters, and to other dealers on request, amendments
          or supplements to the Prospectus so that the statements in such
          Prospectus, as so amended or supplemented, will not, in light of the
          circumstances under which they were made, be misleading in any
          material respect and will comply with the Act and the Investment
          Company Act; provided that if the amendment or supplement is required
          exclusively as a result of a misstatement in or omission from the
          information provided to the Fund in writing by the Underwriters
          expressly for use in the Prospectus, the Fund may deliver such
          amendment or supplement to the Underwriters and dealers at a
          reasonable charge not to exceed the actual cost thereof to the Fund.
          Delivery by the Underwriters of any such amendments or supplements to
          the Prospectus will not constitute a waiver of any of the conditions
          in Section 6 hereof.

     (e)  The Fund will make generally available to holders of the Fund's
          securities, as soon as practicable but in no event later than the last
          day of the 18th full calendar month following the calendar quarter in
          which the Effective Date falls, an earnings statement, if applicable,
          satisfying the provisions of the last paragraph of Section 11(a) of
          the Act and, at the option of the Fund, Rule 158 under the Act.

     (f)  The Fund will pay or cause to be paid the following: (i) the fees,
          disbursements and expenses of the Fund's counsel and accountants in
          connection with the registration of the APS and all other expenses in
          connection with the preparation, printing and filing of the
          Registration Statement, any Preliminary Prospectus and the Prospectus
          and amendments and supplements thereto and the mailing and delivering
          of copies thereof to the Underwriters and dealers; (ii) the cost of
          printing or reproducing this Underwriting Agreement and any other
          documents in connection with the offering, purchase, sale and delivery
          of the APS (including advertising expenses of the Underwriters, if
          any); (iii) the cost of preparing share certificates; (iv) the
          expenses (including, but not limited to, travel, hotels and other
          accommodations) incurred by the Fund's directors, officers, employees
          and other personnel in connection with meetings held with registered
          brokers in connection with the offering of the APS, the preparing to
          market and the marketing of the APS; (v) any fees charged by
          securities rating services for rating the APS; (vi) the fees and
          expenses of the DTC and its nominee, the Custodian and the Auction
          Agent; and (vii) all other costs and expenses incident to the

<PAGE>

          performance of its obligations hereunder which are not otherwise
          specifically provided for. It is understood, however, that, except as
          provided in this Section 5 and Section 7 hereof, the Underwriters will
          pay all of their own costs and expenses, including the fees of their
          counsel and stock transfer taxes, if any, on resale of any of the APS
          by them, except any advertising expenses connected with any offers
          they may make.

     (g)  If the transactions contemplated by this Underwriting Agreement are
          not consummated, except as otherwise provided herein, no party will be
          under any liability to any other party, except that (i) if this
          Underwriting Agreement is terminated by (A) the Fund or the Investment
          Manager pursuant to any of the provisions hereof or (B) by you or the
          Underwriters because of any inability, failure or refusal on the part
          of the Fund or the Investment Manager to comply with any material
          terms or because any of the conditions in Section 6 are not satisfied,
          the Investment Manager or an affiliate and the Fund, jointly and
          severally, will reimburse the Underwriters for all out-of-pocket
          expenses (including the reasonable fees, disbursements and other
          charges of their counsel) reasonably incurred by them in connection
          with the proposed purchase and sale of the APS and (ii) no Underwriter
          who has failed or refused to purchase the APS agreed to be purchased
          by it under this Underwriting Agreement, in breach of its obligations
          pursuant to this Underwriting Agreement, will be relieved of liability
          to the Fund, the Investment Manager and the other Underwriters for
          damages occasioned by its default.

     (h)  Without the prior written consent of the Managing Representative, the
          Fund will not offer, sell or register with the Commission, or announce
          an offering of, any equity securities of the Fund, within 180 days
          after the Effective Date, except for the APS as described in the
          Prospectus and any issuance of Common Shares pursuant to the dividend
          reinvestment plan established by the Fund.

     (i)  The Fund will direct the investment of the net proceeds of the
          offering of the APS in such a manner as to comply with the investment
          objective and policies of the Fund as described in the Prospectus.

     (j)  No later than the Closing Date, the Underwriters will provide, and
          will cause any selling group member to whom they have sold APS to
          provide, the Auction Agent with a list of the record names of the
          persons to whom they have sold APS, the number of APS sold to each
          such person, and the number of APS they are holding as of the Closing
          Date; provided that in lieu of thereof, an Underwriter may provide the
          Auction Agent with a list indicating itself as the sole holder of all
          the APS sold by such Underwriter.

6.   Conditions of the Underwriters' Obligations. The obligations of the
     Underwriters to purchase the APS are subject to the accuracy on the date of
     this Underwriting Agreement, and on the Closing Date, of the
     representations of the Fund and the Investment Manager in this Underwriting
     Agreement, to the accuracy and completeness of all material statements made
     by the Fund and the Investment Manager or any of their respective

<PAGE>

     officers in any certificate delivered to the Managing Representative or its
     counsel pursuant to this Underwriting Agreement, to the performance by the
     Fund and the Investment Manager of their respective obligations under this
     Underwriting Agreement and to each of the following additional conditions:

     (a)  The Registration Statement must have become effective by 5:30 p.m.,
          New York City time, on the date of this Underwriting Agreement or such
          later date and time as the Managing Representative consents to in
          writing. The Prospectus must have been filed in accordance with Rule
          497(b) or (h) or a certificate must have been filed in accordance with
          Rule 497(j), as the case may be, under the Act.

     (b)  No order suspending the effectiveness of the Registration Statement
          may be in effect and no proceedings for such purpose may be pending
          before or, to the knowledge of counsel to the Underwriters, threatened
          by the Commission, and any requests for additional information on the
          part of the Commission (to be included in the Registration Statement
          or the Prospectus or otherwise) must be complied with or waived to the
          reasonable satisfaction of the Managing Representative.

     (c)  Since the dates as of which information is given in the Registration
          Statement and the Prospectus, (i) there must not have been any
          material change in the Common Shares, the APS or the liabilities of
          the Fund except as set forth in or contemplated by the Prospectus;
          (ii) there must not have been any material adverse change in the
          general affairs, prospects, management, business, financial condition
          or results of operations of the Fund, the Investment Manager or the
          Portfolio Manager whether or not arising from transactions in the
          ordinary course of business as set forth in or contemplated by the
          Prospectus which in the opinion of the Managing Representative would
          materially adversely affect the market for the APS; (iii) the Fund
          must not have sustained any material loss or interference with its
          business from any court or from legislative or other governmental
          action, order or decree, whether foreign or domestic, or from any
          other occurrence not described in the Registration Statement and
          Prospectus; and (iv) there must not have occurred any event that makes
          untrue or incorrect in any material respect any statement or
          information contained in the Registration Statement or Prospectus or
          that is not reflected in the Registration Statement or Prospectus but
          should be reflected therein in order to make the statements or
          information therein (in the case of the Prospectus, in light of the
          circumstances in which they were made) not misleading in any material
          respect.

     (d)  The Managing Representative must have received on the Closing Date a
          certificate, dated such date, of the President, a Vice President or
          Managing Director and the chief financial or accounting officer of
          each of the Fund and the Investment Manager certifying that (i) the
          signers have carefully examined the Registration Statement, the
          Prospectus, and this Underwriting Agreement, (ii) the representations
          of the Fund (with respect to the certificates from such Fund officers)
          and the representations of the Investment Manager (with respect to the
          certificates from such officers of the Investment Manager) in this
          Underwriting

<PAGE>

          Agreement are accurate on and as of the date of the certificate, (iii)
          there has not been any material adverse change in the general affairs,
          prospects, management, business, financial condition or results of
          operations of the Fund (with respect to the certificates from such
          Fund officers) or the Investment Manager (with respect to the
          certificates from such officers of the Investment Manager), which
          change would materially and adversely affect the ability of the Fund
          or the Investment Manager, as the case may be, to fulfill its
          obligations under this Underwriting Agreement or the Investment
          Management Agreement, whether or not arising from transactions in the
          ordinary course of business, (iv) with respect to the Fund only, to
          the knowledge of such officers after reasonable investigation, no
          order suspending the effectiveness of the Registration Statement,
          prohibiting the sale of any of the APS or otherwise having a material
          adverse effect on the Fund has been issued and no proceedings for any
          such purpose are pending before or threatened by the Commission or any
          other regulatory body, whether foreign or domestic, (v) to the
          knowledge of the officers of the Investment Manager, after reasonable
          investigation, no order having a material adverse effect on the
          ability of the Investment Manager to fulfill its obligations under
          this Underwriting Agreement or the Investment Management Agreement, as
          the case may be, has been issued and no proceedings for any such
          purpose are pending before or threatened by the Commission or any
          other regulatory body, whether foreign or domestic, and (vi) each of
          the Fund (with respect to the certificates from such Fund officers)
          and the Investment Manager (with respect to the certificates from such
          officers of the Investment Manager) has performed all of its
          respective agreements that this Underwriting Agreement requires it to
          perform by the Closing Date (to the extent not waived in writing by
          the Managing Representative).

     (e)  You must have received on the Closing Date the opinions, dated the
          Closing Date, substantially in the form of Schedules B, C, D and E to
          this Underwriting Agreement from the counsel identified in each such
          Schedule, or in such other form as is acceptable to counsel for the
          Underwriters.

     (f)  You must have received on the Closing Date from Skadden, Arps, Slate,
          Meagher & Flom (Illinois) an opinion, dated the Closing Date, with
          respect to the Fund, the APS, the Registration Statement and the
          Prospectus, this Underwriting Agreement and the form and sufficiency
          of all proceedings taken in connection with the sale and delivery of
          the APS. Such opinion and proceedings shall fulfill the requirements
          of this Section 6(f) only if such opinion and proceedings are
          satisfactory in all respects to the Managing Representative. The Fund,
          the Investment Manager and the Portfolio Manager must have furnished
          to such counsel such documents as counsel may reasonably request for
          the purpose of enabling them to render such opinion.

     (g)  The Managing Representative must have received on the date this
          Underwriting Agreement is signed and delivered by you a signed letter,
          dated such date, substantially in the form of Schedule F to this
          Underwriting Agreement from the firm of accountants designated in such
          Schedule. The Managing Representative

<PAGE>

          also must have received on the Closing Date a signed letter from such
          accountants, dated as of the Closing Date, confirming on the basis of
          a review in accordance with the procedures set forth in their earlier
          letter that nothing has come to their attention during the period from
          a date not more than five business days before the date of this
          Underwriting Agreement, specified in the letter, to a date not more
          than five business days before the Closing Date, that would require
          any change in their letter referred to in the foregoing sentence.

     (h)  The APS shall have been accorded a rating of "Aaa" by Moody's
          Investors Service, Inc., and a letter to such effect, dated on or
          before the Closing Date, shall have been delivered to the Managing
          Representative.

     (i)  As of the Closing Date, and assuming the receipt of the net proceeds
          from the sale of the APS, the 1940 Act APS Asset Coverage and the APS
          Basic Maintenance Amount (each as defined in the Prospectus) each will
          be met.

          All opinions, letters, evidence and certificates mentioned above or
     elsewhere in this Underwriting Agreement will comply only if they are in
     form and scope reasonably satisfactory to counsel for the Underwriters,
     provided that any such documents, forms of which are annexed hereto, shall
     be deemed satisfactory to such counsel if substantially in such form.

7.   Termination. This Underwriting Agreement may be terminated by the Managing
     Representative by notifying the Fund at any time:

     (a)  before the later of the effectiveness of the Registration Statement
          and the time when any of the APS are first generally offered pursuant
          to this Underwriting Agreement by the Managing Representative to
          dealers by letter or telegram;

     (b)  at or before the Closing Date if, in the sole judgment of the Managing
          Representative, payment for and delivery of any APS is rendered
          impracticable or inadvisable because (i) trading in the APS or the
          Common Shares of the Fund is suspended by the Commission or the
          principal exchange that lists the Common Shares, (ii) trading in
          securities generally on the New York Stock Exchange or the Nasdaq
          Stock Market shall have been suspended or limited or minimum or
          maximum prices shall have been generally established on such exchange
          or over-the-counter market, (iii) additional material governmental
          restrictions, not in force on the date of this Underwriting Agreement,
          have been imposed upon trading in securities or trading has been
          suspended on any U.S. securities exchange, (iv) a general banking
          moratorium has been established by U.S. federal or New York
          authorities or (v) any material adverse change in the financial or
          securities markets in the United States or in political, financial or
          economic conditions in the United States or any outbreak or material
          escalation of hostilities or declaration by the United States of a
          national emergency or war or other calamity or crisis shall have
          occurred the effect of any of which is such as to make it, in the sole
          judgment of the Managing Representative, impracticable or inadvisable
          to

<PAGE>

          market the APS on the terms and in the manner contemplated by the
          Prospectus; or

     (c)  at or before the Closing Date, if any of the conditions specified in
          Section 6 have not been fulfilled when and as required by this
          Underwriting Agreement.

8.   Substitution of Underwriters. If one or more of the Underwriters fails
     (other than for a reason sufficient to justify the termination of this
     Underwriting Agreement) to purchase on the Closing Date the APS agreed to
     be purchased on the Closing Date by such Underwriter or Underwriters, the
     Managing Representative may find one or more substitute underwriters to
     purchase such APS or make such other arrangements as the Managing
     Representative deems advisable, or one or more of the remaining
     Underwriters may agree to purchase such APS in such proportions as may be
     approved by the Managing Representative, in each case upon the terms set
     forth in this Underwriting Agreement. If no such arrangements have been
     made within 36 hours after the Closing Date, and

     (a)  the number of APS to be purchased by the defaulting Underwriters on
          the Closing Date does not exceed 10% of the APS that the Underwriters
          are obligated to purchase on such Closing Date, each of the
          nondefaulting Underwriters will be obligated to purchase such APS on
          the terms set forth in this Underwriting Agreement in proportion to
          their respective obligations under this Underwriting Agreement, or

     (b)  the number of APS to be purchased by the defaulting Underwriters on
          the Closing Date exceeds 10% of the APS to be purchased by all the
          Underwriters on the Closing Date, the Fund will be entitled to an
          additional period of 24 hours within which to find one or more
          substitute underwriters reasonably satisfactory to the Managing
          Representative to purchase such APS on the terms set forth in this
          Underwriting Agreement.

          Upon the occurrence of the circumstances described in the foregoing
     paragraph (b), either the Managing Representative or the Fund will have the
     right to postpone the Closing Date for not more than five business days in
     order that necessary changes and arrangements (including any necessary
     amendments or supplements to the Registration Statement or the Prospectus)
     may be effected by the Managing Representative and the Fund. If the number
     of APS to be purchased on the Closing Date by such defaulting Underwriter
     or Underwriters exceeds 10% of the APS that the Underwriters are obligated
     to purchase on the Closing Date, and none of the nondefaulting Underwriters
     or the Fund makes arrangements pursuant to this Section within the period
     stated for the purchase of the APS that the defaulting Underwriters agreed
     to purchase, this Underwriting Agreement will terminate without liability
     on the part of any nondefaulting Underwriter, the Fund, the Investment
     Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9
     hereof. Any action taken under this Section will not affect the liability
     of any defaulting Underwriter to the Fund or to the nondefaulting
     Underwriters arising out of such default. A substitute underwriter will
     become an Underwriter for all purposes of this Underwriting Agreement.

<PAGE>

9.   Indemnity and Contribution.

     (a)  Each of the Fund and the Investment Manager, jointly and severally,
          agrees to indemnify, defend and hold harmless each Underwriter, its
          partners, directors and officers, and any person who controls any
          Underwriter within the meaning of Section 15 of the Act or Section 20
          of the Exchange Act, and the successors and assigns of all of the
          foregoing persons from and against any loss, damage, expense,
          liability or claim (including the reasonable cost of investigation)
          which, jointly or severally, any such Underwriter or any such person
          may incur under the Act, the Exchange Act, the Investment Company Act,
          the Advisers Act, the common law or otherwise, insofar as such loss,
          damage, expense, liability or claim arises out of or is based upon any
          untrue statement or alleged untrue statement of a material fact
          contained in the Registration Statement (or in the Registration
          Statement as amended by any post-effective amendment thereof by the
          Fund) or in a Prospectus (the term "Prospectus" for the purpose of
          this Section 9 being deemed to include any Preliminary Prospectus, any
          Sales Materials, the Prospectus and the Prospectus as amended or
          supplemented by the Fund), or arises out of or is based upon any
          omission or alleged omission to state a material fact required to be
          stated in either such Registration Statement or Prospectus or
          necessary to make the statements made therein (with respect to the
          Prospectus, in light of the circumstances under which they were made)
          not misleading, except insofar as any such loss, damage, expense,
          liability or claim arises out of or is based upon any untrue statement
          or alleged untrue statement of a material fact contained in and in
          conformity with information furnished in writing by or on behalf of
          any Underwriter to the Fund, the Investment Manager or the Portfolio
          Manager expressly for use with reference to any Underwriter in such
          Registration Statement or such Prospectus or arises out of or is based
          upon any omission or alleged omission to state a material fact in
          connection with such information required to be stated in such
          Registration Statement or such Prospectus or necessary to make such
          information (with respect to the Prospectus, in light of the
          circumstances under which they were made) not misleading, provided,
          however, that the indemnity agreement contained in this subsection (a)
          with respect to any Preliminary Prospectus or amended Preliminary
          Prospectus shall not inure to the benefit of any Underwriter (or to
          the benefit of any person controlling such Underwriter) from whom the
          person asserting any such loss, damage, expense, liability or claim
          purchased the APS which is the subject thereof if the Prospectus
          corrected any such alleged untrue statement or omission and if such
          Underwriter failed to send or give a copy of the Prospectus to such
          person at or prior to the written confirmation of the sale of such APS
          to such person, unless the failure is the result of noncompliance by
          the Fund with Section 5(d) hereof.

               If any action, suit or proceeding (together, a "Proceeding") is
          brought against an Underwriter or any such person in respect of which
          indemnity may be sought against the Fund or the Investment Manager
          pursuant to the foregoing paragraph, such Underwriter or such person
          shall promptly notify the Fund and the Investment Manager in writing
          of the institution of such Proceeding and the

<PAGE>

          Fund or the Investment Manager shall assume the defense of such
          Proceeding, including the employment of counsel reasonably
          satisfactory to such indemnified party and payment of all fees and
          expenses; provided, however, that the omission to so notify the Fund
          or the Investment Manager shall not relieve the Fund or the Investment
          Manager from any liability which the Fund or the Investment Manager
          may have to any Underwriter or any such person or otherwise. Such
          Underwriter or such person shall have the right to employ its or their
          own counsel in any such case, but the reasonable fees and expenses of
          such counsel shall be at the expense of such Underwriter or of such
          person unless the employment of such counsel shall have been
          authorized in writing by the Fund or the Investment Manager, as the
          case may be, in connection with the defense of such Proceeding or the
          Fund or the Investment Manager shall not have, within a reasonable
          period of time in light of the circumstances, employed counsel to have
          charge of the defense of such Proceeding or such indemnified party or
          parties shall have reasonably concluded that there may be defenses
          available to it or them which are different from, additional to or in
          conflict with those available to the Fund or the Investment Manager
          (in which case neither the Fund nor the Investment Manager shall have
          the right to direct the defense of such Proceeding on behalf of the
          indemnified party or parties, but the Fund or the Investment Manager,
          as the case may be, may employ counsel and participate in the defense
          thereof at the expense of the Fund or the Investment Manager, as the
          case may be), in any of which events such reasonable fees and expenses
          shall be borne by the Fund or the Investment Manager and paid as
          incurred (it being understood, however, that the Fund or the
          Investment Manager shall not be liable for the expenses of more than
          one separate counsel (in addition to any local counsel) in any one
          Proceeding or series of related Proceedings in the same jurisdiction
          representing the indemnified parties who are parties to such
          Proceeding). Neither the Fund nor the Investment Manager shall be
          liable for any settlement of any Proceeding effected without its
          written consent but if settled with the written consent of the Fund or
          the Investment Manager, the Fund or the Investment Manager, as the
          case may be, agrees to indemnify and hold harmless any Underwriter and
          any such person from and against any loss or liability by reason of
          such settlement. Notwithstanding the foregoing sentence, if at any
          time an indemnified party shall have requested an indemnifying party
          to reimburse the indemnified party for reasonable fees and expenses of
          counsel as contemplated by the second sentence of this paragraph, then
          the indemnifying party agrees that it shall be liable for any
          settlement of any Proceeding effected without its written consent if
          (i) such settlement is entered into more than 60 business days after
          receipt by such indemnifying party of the aforesaid request, (ii) such
          indemnifying party shall not have reimbursed the indemnified party in
          accordance with such request prior to the date of such settlement and
          (iii) such indemnified party shall have given the indemnifying party
          at least 30 days' prior notice of its intention to settle. No
          indemnifying party shall, without the prior written consent of the
          indemnified party, effect any settlement of any pending or threatened
          Proceeding in respect of which any indemnified party is or could have
          been a party and indemnity could have been sought hereunder by such
          indemnified party, unless such settlement includes an

<PAGE>

          unconditional release of such indemnified party from all liability on
          claims that are the subject matter of such Proceeding and does not
          include an admission of fault, culpability or a failure to act, by or
          on behalf of such indemnified party.

     (b)  Each Underwriter severally agrees to indemnify, defend and hold
          harmless the Fund and the Investment Manager, and each of their
          respective shareholders, partners, managers, members, trustees,
          directors and officers, and any person who controls the Fund or the
          Investment Manager within the meaning of Section 15 of the Act or
          Section 20 of the Exchange Act, and the successors and assigns of all
          of the foregoing persons from and against any loss, damage, expense,
          liability or claim (including the reasonable cost of investigation)
          which, jointly or severally, the Fund or the Investment Manager or any
          such person may incur under the Act, the Exchange Act, the Investment
          Company Act, the Advisers Act, the common law or otherwise, insofar as
          such loss, damage, expense, liability or claim arises out of or is
          based upon any untrue statement or alleged untrue statement of a
          material fact contained in and in conformity with information
          furnished in writing by or on behalf of such Underwriter to the Fund
          or the Investment Manager expressly for use with reference to such
          Underwriter in the Registration Statement (or in the Registration
          Statement as amended by any post-effective amendment thereof by the
          Fund) or in a Prospectus, or arises out of or is based upon any
          omission or alleged omission to state a material fact in connection
          with such information required to be stated in such Registration
          Statement or such Prospectus or necessary to make such information not
          misleading (with respect to the Prospectus, in light of the
          circumstances under which they were made).

               If any Proceeding is brought against the Fund, the Investment
          Manager or any such person in respect of which indemnity may be sought
          against any Underwriter pursuant to the foregoing paragraph, the Fund,
          the Investment Manager or such person shall promptly notify such
          Underwriter in writing of the institution of such Proceeding and such
          Underwriter shall assume the defense of such Proceeding, including the
          employment of counsel reasonably satisfactory to such indemnified
          party and payment of all fees and expenses; provided, however, that
          the omission to so notify such Underwriter shall not relieve such
          Underwriter from any liability which such Underwriter may have to the
          Fund, the Investment Manager or any such person or otherwise. The
          Fund, the Investment Manager or such person shall have the right to
          employ its or their own counsel in any such case, but the fees and
          expenses of such counsel shall be at the expense of the Fund, the
          Investment Manager or such person, as the case may be, unless the
          employment of such counsel shall have been authorized in writing by
          such Underwriter in connection with the defense of such Proceeding or
          such Underwriter shall not have, within a reasonable period of time in
          light of the circumstances, employed counsel to have charge of the
          defense of such Proceeding or such indemnified party or parties shall
          have reasonably concluded that there may be defenses available to it
          or them which are different from or additional to or in conflict with
          those available to such Underwriter (in which case such Underwriter
          shall not have the right to direct the defense of such Proceeding on
          behalf of the indemnified party or parties, but such Underwriter may
          employ

<PAGE>

          counsel and participate in the defense thereof at the expense of such
          Underwriter), in any of which events such fees and expenses shall be
          borne by such Underwriter and paid as incurred (it being understood,
          however, that such Underwriter shall not be liable for the expenses of
          more than one separate counsel (in addition to any local counsel) in
          any one Proceeding or series of related Proceedings in the same
          jurisdiction representing the indemnified parties who are parties to
          such Proceeding). No Underwriter shall be liable for any settlement of
          any such Proceeding effected without the written consent of such
          Underwriter but if settled with the written consent of such
          Underwriter, such Underwriter agrees to indemnify and hold harmless
          the Fund, the Investment Manager and any such person from and against
          any loss or liability by reason of such settlement. Notwithstanding
          the foregoing sentence, if at any time an indemnified party shall have
          requested an indemnifying party to reimburse the indemnified party for
          fees and expenses of counsel as contemplated by the second sentence of
          this paragraph, then the indemnifying party agrees that it shall be
          liable for any settlement of any Proceeding effected without its
          written consent if (i) such settlement is entered into more than 60
          business days after receipt by such indemnifying party of the
          aforesaid request, (ii) such indemnifying party shall not have
          reimbursed the indemnified party in accordance with such request prior
          to the date of such settlement and (iii) such indemnified party shall
          have given the indemnifying party at least 30 days' prior notice of
          its intention to settle. No indemnifying party shall, without the
          prior written consent of the indemnified party, effect any settlement
          of any pending or threatened Proceeding in respect of which any
          indemnified party is or could have been a party and indemnity could
          have been sought hereunder by such indemnified party, unless such
          settlement includes an unconditional release of such indemnified party
          from all liability on claims that are the subject matter of such
          Proceeding and does not include an admission of fault, culpability or
          a failure to act, by or on behalf of such indemnified party.

     (c)  If the indemnification provided for in this Section 9 is unavailable
          to an indemnified party under subsections (a) and (b) of this Section
          9 in respect of any losses, damages, expenses, liabilities or claims
          referred to therein, then each applicable indemnifying party, in lieu
          of indemnifying such indemnified party, shall contribute to the amount
          paid or payable by such indemnified party as a result of such losses,
          damages, expenses, liabilities or claims (i) in such proportion as is
          appropriate to reflect the relative benefits received by the Fund and
          the Investment Manager on the one hand and the Underwriters on the
          other hand from the offering of the APS or (ii) if the allocation
          provided by clause (i) above is not permitted by applicable law, in
          such proportion as is appropriate to reflect not only the relative
          benefits referred to in clause (i) above but also the relative fault
          of the Fund and the Investment Manager on the one hand and of the
          Underwriters on the other in connection with the statements or
          omissions which resulted in such losses, damages, expenses,
          liabilities or claims, as well as any other relevant equitable
          considerations. The relative benefits received by the Fund and the
          Investment Manager on the one hand and the Underwriters on the

<PAGE>

          other shall be deemed to be in the same respective proportions as the
          total proceeds from the offering (net of underwriting discounts and
          commissions but before deducting expenses) received by the Fund and
          the total underwriting discounts and commissions received by the
          Underwriters, bear to the aggregate public offering price of the APS.
          The relative fault of the Fund and the Investment Manager on the one
          hand and of the Underwriters on the other shall be determined by
          reference to, among other things, whether the untrue statement or
          alleged untrue statement of a material fact or omission or alleged
          omission relates to information supplied by the Fund or the Investment
          Manager or by the Underwriters and the parties' relative intent,
          knowledge, access to information and opportunity to correct or prevent
          such statement or omission. The amount paid or payable by a party as a
          result of the losses, damages, expenses, liabilities and claims
          referred to in this subsection shall be deemed to include any legal or
          other fees or expenses reasonably incurred by such party in connection
          with investigating, preparing to defend or defending any Proceeding.

     (d)  The Fund, the Investment Manager and the Underwriters agree that it
          would not be just and equitable if contribution pursuant to this
          Section 9 were determined by pro rata allocation (even if the
          Underwriters were treated as one entity for such purpose) or by any
          other method of allocation that does not take account of the equitable
          considerations referred to in subsection (c) above. Notwithstanding
          the provisions of this Section 9, no Underwriter shall be required to
          contribute any amount in excess of the fees and commissions received
          by such Underwriter. No person guilty of fraudulent misrepresentation
          (within the meaning of Section 11(f) of the Act) shall be entitled to
          contribution from any person who was not guilty of such fraudulent
          misrepresentation. The Underwriters' obligations to contribute
          pursuant to this Section 9 are several in proportion to their
          respective underwriting commitments and not joint.

     (e)  The indemnity and contribution agreements contained in this Section 9
          and the covenants, warranties and representations of the Fund
          contained in this Agreement shall remain in full force and effect
          regardless of any investigation made by or on behalf of any
          Underwriter, its partners, directors or officers or any person
          (including each partner, officer or director of such person) who
          controls any Underwriter within the meaning of Section 15 of the Act
          or Section 20 of the Exchange Act, or by or on behalf of the Fund or
          the Investment Manager, its shareholders, partners, managers, members,
          trustees, directors or officers or any person who controls the Fund or
          the Investment Manager within the meaning of Section 15 of the Act or
          Section 20 of the Exchange Act, and shall survive any termination of
          this Agreement or the issuance and delivery of the APS. The Fund and
          the Investment Manager and each Underwriter agree promptly to notify
          each other of the commencement of any Proceeding against it and, in
          the case of the Fund or the Investment Manager, against any of the
          Fund's or the Investment Manager's shareholders, partners, managers,
          members, trustees, directors or officers in connection with the
          issuance and sale of the APS, or in connection with the Registration
          Statement or Prospectus.

<PAGE>

     (f)  The Fund and the Investment Manager each acknowledge that the
          statements with respect to (1) the public offering of the APS as set
          forth on the cover page of, and (2) selling concessions and
          reallowances of selling concessions under the caption "Underwriting"
          in, the Prospectus constitute the only information furnished in
          writing to the Fund by the Underwriters expressly for use in such
          document. The Underwriters severally confirm that these statements are
          correct in all material respects and were so furnished by or on behalf
          of the Underwriters severally for use in the Prospectus.

     (g)  Notwithstanding any other provisions in this Section 9, no party shall
          be entitled to indemnification or contribution under this Underwriting
          Agreement against any loss, claim, liability, expense or damage
          arising by reason of such person's willful misfeasance, bad faith,
          gross negligence or reckless disregard of its duties in the
          performance of its duties hereunder.

10.  Notices. Except as otherwise herein provided, all statements, requests,
     notices and agreements shall be in writing or by telegram and, if to the
     Underwriters, shall be sufficient in all respects if delivered or sent to
     UBS Warburg LLC, 299 Park Avenue, New York, NY 10171-0026, Attention:
     Syndicate Department and, if to the Fund or the Investment Manager, shall
     be sufficient in all respects if delivered or sent to the Fund or the
     Investment Manager, as the case may be, at the offices of the Fund or the
     Investment Manager at 1345 Avenue of the Americas, New York, New York
     10105.

11.  Governing Law; Construction. This Agreement and any claim, counterclaim or
     dispute of any kind or nature whatsoever arising out of or in any way
     relating to this Agreement ("Claim"), directly or indirectly, shall be
     governed by, and construed in accordance with, the laws of the State of New
     York. The Section headings in this Agreement have been inserted as a matter
     of convenience of reference and are not a part of this Agreement.

12.  Submission to Jurisdiction. Except as set forth below, no Claim may be
     commenced, prosecuted or continued in any court other than the courts of
     the State of New York located in the City and County of New York or in the
     United States District Court for the Southern District of New York, which
     courts shall have jurisdiction over the adjudication of such matters, and
     the Fund and UBS Warburg LLC each consent to the jurisdiction of such
     courts and personal service with respect thereto. The Fund and UBS Warburg
     hereby consent to personal jurisdiction, service and venue in any court in
     which any Claim arising out of or in any way relating to this Agreement is
     brought by any third party against UBS Warburg LLC or any indemnified
     party. Each of UBS Warburg LLC, the Fund (on its behalf and, to the extent
     permitted by applicable law, on behalf of its stockholders and affiliates)
     and the Investment Manager (on its behalf and, to the extent permitted by
     applicable law, on behalf of its unitholders and affiliates) waives all
     right to trial by jury in any action, proceeding or counterclaim (whether
     based upon contract, tort or otherwise) in any way arising out of or
     relating to this Agreement. Each of the Fund and the Investment Manager
     agrees that a final judgment in any such action, proceeding or counterclaim
     brought in any such court shall be conclusive and binding upon the Fund and
     the Investment Manager, as the case may be, and may be enforced in any
     other courts

<PAGE>

     in the jurisdiction of which the Fund or the Investment Manager, as the
     case may be, is or may be subject, by suit upon such judgment.

13.  Parties at Interest. The Agreement herein set forth has been and is made
     solely for the benefit of the Underwriters, the Fund and the Investment
     Manager and to the extent provided in Section 9 hereof the controlling
     persons, shareholders, partners, members, trustees, managers, directors and
     officers referred to in such section, and their respective successors,
     assigns, heirs, personal representatives and executors and administrators.
     No other person, partnership, association or corporation (including a
     purchaser, as such purchaser, from any of the Underwriters) shall acquire
     or have any right under or by virtue of this Agreement.

14.  Counterparts. This Agreement may be signed by the parties in one or more
     counterparts which together shall constitute one and the same agreement
     among the parties.

15.  Successors and Assigns. This Agreement shall be binding upon the
     Underwriters, the Fund and the Investment Manager, and any successor or
     assign of any substantial portion of the Fund's, the Investment Manager's,
     or any of the Underwriters' respective businesses and/or assets.

16.  Disclaimer of Liability of Trustees and Beneficiaries. A copy of the
     Declaration of Trust is on file with the Secretary of State of The
     Commonwealth of Massachusetts, and notice hereby is given that this
     Underwriting Agreement is executed on behalf of the Fund by an officer or
     Trustee of the Fund in his or her capacity as an officer or Trustee of the
     Fund and not individually and that the obligations under or arising out of
     this Underwriting Agreement are not binding upon any of the Trustees,
     officers or shareholders individually but are binding only upon the assets
     and properties of the Fund.

<PAGE>

               If the foregoing correctly sets forth the understanding among the
Fund, the Investment Manager and the Underwriters, please so indicate in the
space provided below, whereupon this letter and your acceptance shall constitute
a binding agreement among the Fund, the Investment Manager and the Underwriters,
severally.

                                                 Very truly yours,

                                                 PIMCO NEW YORK MUNICIPAL INCOME
                                                 FUND II


                                                 ________________________
                                                 By:
                                                 Title:


                                                 PIMCO FUNDS ADVISORS LLC


                                                 ________________________
                                                 By:
                                                 Title:

<PAGE>

Accepted and agreed to as of the
date first above written, on
behalf of themselves and
the other several Underwriters
named in Schedule A

UBS WARBURG LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
A.G. EDWARDS & SONS, INC.
PRUDENTIAL SECURITIES INCORPORATED


By:  UBS WARBURG LLC


__________________________
By:  Todd A. Reit
Title:  Executive Director


__________________________
By:  John A. Key
Title:  Director

<PAGE>

                                   SCHEDULE A

                                                                Number of Shares
Name                                                             to be Purchased
----                                                             ---------------


UBS Warburg LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated




Total

                                      A-1

<PAGE>

                                   SCHEDULE B

                               FORM OF OPINION OF
                         ROPES & GRAY REGARDING THE FUND

                                                                 August __, 2002


UBS Warburg LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
   c/o UBS Warburg LLC
   299 Park Avenue
   New York, New York  10171-0026

Ladies and Gentlemen:

     We have acted as counsel to PIMCO New York Municipal Income Fund II (the
"Fund") in connection with the proposed issuance of 1,800 Auction Preferred
Shares, Series A, and 1,800 Auction Preferred Shares, Series B (together, the
"APS"). This opinion is furnished to you pursuant to Section 6(e) of the
Underwriting Agreement dated as of August 16, 2002 (the "Underwriting
Agreement") among the Fund, PIMCO Funds Advisors LLC (the "Investment Manager")
and UBS Warburg LLC, on behalf of itself and the other underwriters named
therein (the "Underwriters"). Capitalized terms used in this opinion, unless
otherwise defined, have the meanings specified in the Underwriting Agreement.

     We have examined signed copies of the registration statement of the Fund on
Form N-2 (File No. 333-91740) under the Securities Act of 1933, as amended (the
"Securities Act") (which also constitutes Amendment No. 4 to the Fund's
Registration Statement on Form N-2 (File No. 811-21078) under the Investment
Company Act of 1940, as amended (the "Investment Company Act")), including all
exhibits thereto, as filed with the Securities and Exchange Commission (the
"Commission") on July 2, 2002 (the "Original Registration Statement"),
Pre-Effective Amendment No. 1 to the Original Registration Statement, including
all exhibits thereto, as filed with the Commission on August 12, 2002
("Pre-Effective Amendment No. 1") and Pre-Effective Amendment No. 2 to the
Original Registration Statement, including all exhibits thereto, as filed with
the Commission on August 16, 2002 ("Pre-Effective Amendment No. 2," and together
with Pre-Effective Amendment No. 1 and the Original Registration Statement, the
"Registration Statement"); the Fund's Notification of Registration on Form N-8A
(File No. 811-_____) under the Investment Company Act, as filed with the
Commission on April 15, 2002 (the "Notification of Registration"); the Fund's
Agreement and Declaration of Trust, as amended to the date hereof (the
"Declaration of Trust"), on file in the offices of the Secretary of State of The
Commonwealth of Massachusetts and the Clerk of the City of Boston; the Amended
and Restated Bylaws of the Fund, as amended to the date hereof (the "Amended
Bylaws"); a copy of the Prospectus dated August __, 2002, relating to the APS
and the Statement of Additional Information of the Fund dated August __, 2002,
each as filed with the Commission pursuant to Rule 497 under the Securities Act
on August __, 2002 (together, the "Prospectus"); the

                                      B-1

<PAGE>

Investment Management Agreement dated as of June 18, 2002, between the Fund and
the Investment Manager (the "Investment Management Agreement"); the Portfolio
Management Agreement dated as of June 18, 2002, between Pacific Investment
Management Company LLC (the "Portfolio Manager") and the Investment Manager (the
"Portfolio Management Agreement"), as agreed to and accepted by the Fund; the
Custodian Agreement dated as of June 27, 2002, between the Fund and State Street
Bank and Trust Company (the "Custodian Agreement"); the Auction Agency Agreement
dated as of August __, 2002, between the Fund and Bankers Trust Company (the
"Auction Agency Agreement," and together with the Custodian Agreement, the "Fund
Agreements"); and the Underwriting Agreement. Additionally, we have relied upon
the oral representation of Mr. Keith O'Connell of the staff of the Commission to
the effect that the Registration Statement became effective as of ____ on August
__, 2002, and the oral representation by a member of the staff of the Commission
on the date hereof that as of _____ a.m., no stop order suspending the
effectiveness of the Registration Statement had been issued and no proceeding
for any such purpose was pending or threatened.

     We have also examined and relied upon the original or copies of minutes of
the meetings or written consents of the shareholders and the Board of Trustees
of the Fund, the documents delivered to the Underwriters by the Fund and the
Investment Manager dated as of the date hereof pursuant to the Underwriting
Agreement and such other documents, including certificates of officers of the
Fund, as we have deemed necessary for purposes of rendering our opinions below.
For purposes of paragraph 2 below, we have relied solely on (1) the certificate
of recent date of the Secretary of State of the State of California as to the
entitlement of the Fund to transact intrastate business in the State of
California, (2) a Certificate of the Special Deputy Secretary of State of the
State of New York dated June 27, 2002, certifying copies of (a) a Certificate of
Designation by the Fund dated June 18, 2002 and (b) a Statement under Section 18
of the New York General Associations Law, (3) a Filing Receipt of the Department
of State of the State of New York dated June 21, 2002 relating to the Fund and
(4) a LEXIS search on August __, 2002, of the New York Department of State,
Corporate Record, showing the "status" of the Fund as "active" and noting that
"good standing status can only be determined by performing a search in the
records of both the Department of State Corporation Records and the Department
of Tax and Franchise." We have assumed the genuineness of the signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals and the conformity to the corresponding originals of all documents
submitted to us as copies. For purposes of our opinion regarding the
effectiveness of the Registration Statement, we are relying solely on the oral
representations of the staff of the Commission.

     We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts and the United States of America. We call your
attention to the fact that each of the Underwriting Agreement and the Auction
Agency Agreement provides that it is to be governed by and construed in
accordance with the laws of the State of New York and to the fact that the
Investment Management Agreement does not provide that it is to be governed by
the laws of any particular jurisdiction. In rendering the opinion as to
enforceability expressed in paragraph 5 below, we have limited the scope of our
opinion to the conclusions that would be reached by a Massachusetts court that
had determined that each of the Fund Agreements would be governed by, and
construed in accordance with, the internal laws of The Commonwealth of

                                      B-2

<PAGE>

Massachusetts. Further, we express no opinion as to the state securities or Blue
Sky laws of any jurisdiction, including The Commonwealth of Massachusetts.

         For purposes of our opinion set forth in paragraph 2 below with respect
to the power and authority of the Fund to own, lease and operate its properties
and conduct its business, we have relied upon certificates of officers of the
Fund as to the states in which the Fund leases or owns real property or in which
it conducts material operations.

         Insofar as this opinion relates to factual matters, we have made
inquiries to officers of the Fund, the Investment Manager and the Portfolio
Manager to the extent we believe reasonable with respect to such matters and
have relied inter alia upon representations made by the Fund and the Investment
Manager in the Underwriting Agreement, representations made by the Portfolio
Manager to the Investment Manager and representations made to us by one or more
officers of the Fund, the Investment Manager or the Portfolio Manager. We have
not independently verified the accuracy of such representations. Where our
opinion relates to our "knowledge," that term means the conscious awareness of
facts or other information by any lawyer in our firm giving substantive
attention to the representation of the Fund with respect to the transactions
contemplated by the Underwriting Agreement, and does not require or imply (i)
any examination of this firm's, any such lawyer's or any other person's or
entity's files, or (ii) that any inquiry was made of any lawyer (other than the
lawyers described above). In respect of our opinions set forth in paragraphs 7,
9 and 10 below, we have not searched the dockets of any court, administrative
body or other filing office in any jurisdiction.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The Registration Statement is effective under the Securities Act;
the filing of the Prospectus pursuant to Rule 497 under the Securities Act has
been made in the manner and within the time period required by Rule 497; and
based upon oral inquiries to the Commission staff on the date hereof, no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceeding for any such purpose is pending or threatened by the
Commission.

         2. The Fund has been duly organized and is validly existing and in good
standing as an unincorporated voluntary association under and by virtue of the
laws of The Commonwealth of Massachusetts and has full power and authority to
own or lease its properties and to conduct its business as described in the
Registration Statement and the Prospectus. The Certificate of Designation
relating to the Fund's conduct of business in the State of New York is on file
with the Department of State of the State of New York, and the Fund is entitled
to transact intrastate business in the State of California.

         3. The Fund's authorized capitalization is as set forth in the
Registration Statement and the Prospectus. The Fund has an indefinite number of
authorized common shares of beneficial interest, par value $0.00001 per share.
The APS conform in all material respects as to legal matters to the description
of them under the caption entitled "Description of APS" and "Description of
capital structure" in the Prospectus. All outstanding common shares of
beneficial interest of the Fund have been duly authorized and are validly
issued, fully paid and,

                                      B-3

<PAGE>

subject to the penultimate paragraph of this opinion letter, non-assessable. The
APS have been duly authorized and, when issued and delivered to the Underwriters
against payment therefor in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and, subject to the penultimate
paragraph of this opinion letter, non-assessable. No person is entitled to any
preemptive or other similar rights with respect to the APS.

         4. The Fund was deemed to be registered with the Commission under
Section 8(a) of the Investment Company Act upon receipt by the Commission of the
Notification of Registration. To our knowledge, the Commission has not issued to
the Fund notice of any hearing or other proceeding to consider suspension or
revocation of any such registration. All required action has been taken by the
Fund under the Securities Act, the Investment Company Act and the rules and
regulations thereunder in connection with the issuance and sale of the APS to
make the public offering and consummate the sale of the APS pursuant to the
Underwriting Agreement.

         5. The Fund has, or at the relevant time had, full power and authority
to enter into each of the Fund Agreements and to perform all of the terms and
provisions thereof to be carried out by it. Each Fund Agreement has been duly
and validly authorized, executed and delivered by the Fund. Each Fund Agreement
complies in all material respects with all applicable provisions of the
Investment Company Act and the Investment Advisers Act of 1940, as amended, as
the case may be. Assuming due authorization, execution and delivery by the other
parties thereto, each Fund Agreement constitutes the legal, valid and binding
obligation of the Fund enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, moratorium, reorganization and other laws
of general applicability relating to or affecting creditors' rights and to
general equity principles (regardless of whether enforceability is considered in
a proceeding in equity or at law).

         6. The Fund has, or at the relevant time had, full power and authority
to enter into each of the Investment Management Agreement and the Underwriting
Agreement and to perform all of the terms and provisions thereof to be carried
out by it. The Investment Management Agreement and the Underwriting Agreement
have been duly and validly authorized, executed and delivered by the Fund.

         7. None of (a) the execution and delivery by the Fund of the Investment
Management Agreement, the Underwriting Agreement or any of the Fund Agreements,
(b) the issue and sale by the Fund of the APS as contemplated by the
Underwriting Agreement and (c) the performance by the Fund of its obligations
under the Investment Management Agreement, the Underwriting Agreement or any of
the Fund Agreements or the consummation by the Fund of the other transactions
contemplated by the Investment Management Agreement, the Underwriting Agreement
or any of the Fund Agreements conflicts or will conflict with, or results or
will result in a breach of, the Declaration of Trust or the Amended Bylaws or,
to our knowledge, any agreement or instrument to which the Fund is a party or by
which the Fund is bound, or violates or will violate any federal statute, law or
regulation or any judgment, injunction, order or decree of any federal
governmental agency or body that is applicable to the Fund and that is known to
us, which violation would have a material adverse effect on the condition or
business of the Fund.

                                       B-4

<PAGE>

         8.  To our knowledge, the Fund is not currently in breach of, or in
default under, any material written agreement or instrument to which it is a
party or by which it or its property is bound or affected.

         9.  No consent, approval, authorization or order of any court or
governmental agency or body or securities exchange or securities association is
required by the Fund for the consummation by the Fund of the transactions
contemplated in the Investment Management Agreement, the Underwriting Agreement
and the Fund Agreements, except such as (a) have been obtained under the
Securities Act, the Investment Company Act or the Exchange Act and (b) may be
required by the New York Stock Exchange or the National Association of
Securities Dealers, Inc. or under state securities or Blue Sky laws in
connection with the purchase and distribution of the APS by the Underwriters
pursuant to the Underwriting Agreement.

         10. To our knowledge, there are no legal or governmental proceedings
pending or threatened against the Fund, or to which the Fund or any of its
properties is subject, that are required to be described in the Registration
Statement or the Prospectus but are not described therein as required.

         11. To our knowledge, there are no agreements, contracts, indentures,
leases or other instruments that are required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement which have not been so described or filed as an exhibit
or incorporated therein by reference.

         12. Each of the sections in the Prospectus entitled "Taxes" and "Tax
matters," to the extent that it states matters of United States law or legal
conclusions with respect thereto, presents a fair summary of the principal
federal income tax rules currently in effect applicable to the Fund and to the
purchase, ownership and disposition of the APS.

         13. The Registration Statement (except for the financial statements and
schedules, the notes thereto and any schedules and other financial data
contained or incorporated by reference therein or omitted therefrom, as to which
we express no opinion), at the effective time set forth above, and the
Prospectus (except as aforesaid), as of the date thereof, complied as to form in
all material respects to the applicable requirements of the Securities Act and
the Investment Company Act.

         We have not independently verified the accuracy, completeness or
fairness of the statements made or the information contained in the Registration
Statement or the Prospectus and, except in the respects and to the extent set
forth in paragraphs 3 and 13 above, we are not passing upon and do not assume
any responsibility therefor. In the course of the preparation by the Fund of the
Registration Statement and the Prospectus, we have participated in discussions
with your representatives and employees and officers of the Fund, the Investment
Manager and the Portfolio Manager and in discussions with the Fund's independent
accountants, in which the business and the affairs of the Fund, the Investment
Manager and the Portfolio Manager and the contents of the Registration Statement
and the Prospectus were discussed. There is no assurance that all material facts
as to the Fund, the Investment Manager, the Portfolio Manager and their

                                      B-5

<PAGE>

affairs were disclosed to us or that our familiarity with the Fund, the
Investment Manager or the Portfolio Manager is such that we would have
necessarily recognized the materiality of such facts as were disclosed to us,
and we have to a large extent relied upon statements of representatives of the
Fund, the Investment Manager and the Portfolio Manager as to the materiality of
the facts disclosed to us. On the basis of information that we have gained in
the course of our representation of the Fund in connection with its preparation
of the Registration Statement and the Prospectus and our participation in the
discussions referred to above, no facts have come to our attention that would
lead us to believe that as of August __, 2002, the Registration Statement
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that as of the date of the Prospectus and
the date hereof the Prospectus contained an untrue statement of material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light, in each case, of the circumstances under
which they were made, not misleading (in each case, other than the financial
statements and schedules, the notes thereto and any schedules and other
financial data contained or incorporated by reference therein or omitted
therefrom, as to which we express no opinion).

         Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Fund's Declaration of Trust disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, and instrument entered into or executed by
the Fund or the Trustees. The Declaration of Trust provides for indemnification
out of the property of the Fund for all loss and expense of any shareholder held
personally liable solely by reason of being or having been a shareholder of the
Fund. Thus, the risk of a shareholder's incurring financial loss on account of
being a shareholder is limited to circumstances in which the Fund itself would
be unable to meet its obligations.

         This letter and the opinions expressed herein are furnished by us to
you and are solely for benefit of the Underwriters, except that Skadden, Arps,
Slate, Meagher & Flom (Illinois) may rely on this letter as to all matters
governed by the laws of The Commonwealth of Massachusetts in delivering its
opinion to you on the date hereof.

                                        Very truly yours,



                                        Ropes & Gray

                                      B-6

<PAGE>

                                   SCHEDULE C

                       FORM OF OPINION OF INTERNAL COUNSEL
                       REGARDING PIMCO FUNDS ADVISORS LLC

                                 August __, 2002

UBS Warburg LLC
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
   as Managing Underwriters
c/o UBS Warburg LLC
299 Park Avenue
New York, New York  10171-0026

                  Re:   PIMCO Funds Advisors LLC

Ladies and Gentlemen:

                  I am the Chief Legal Officer of PIMCO Funds Advisors LLC, a
Delaware limited liability company ("PFA"), and have counseled PFA in such
capacity in connection with the sale to you by PIMCO New York Municipal Income
Fund II, a voluntary association with transferable shares organized and existing
under and by virtue of the laws of The Commonwealth of Massachusetts (commonly
referred to as a Massachusetts business trust) (the "Fund"), of 1,800 Auction
Preferred Shares, Series A, and 1,800 Auction Preferred Shares, Series B, of the
Fund (the "APS"), pursuant to a registration statement on Form N-2 under the
Securities Act of 1933, as amended (the "Act") and the Investment Company Act of
1940, as amended (the "Investment Company Act"), filed with the Securities and
Exchange Commission (the "Commission") on July 2, 2002 (Act File No. 333-91740,
and Investment Company Act File No. 811-21078), as amended by Pre-Effective
Amendment No. 1 filed with the Commission on August 12, 2002, and Pre-Effective
Amendment No. 2 filed with the Commission on August __, 2002 (the "Registration
Statement"), and an underwriting agreement dated August __, 2002 by and among
you, the Fund and PFA (the "Underwriting Agreement") relating to the issuance
and sale by the Fund of the APS.

                  This opinion is rendered to you pursuant to Section 6(e) of
the Underwriting Agreement. Capitalized terms used herein without definition
have the meanings assigned to them in the Underwriting Agreement.

                  As such legal officer, I have examined such matters of fact
and questions of law as I have considered appropriate for purposes of rendering
the opinions expressed below, except

                                       C-1

<PAGE>

where a statement is qualified as to knowledge or awareness, in which case I
have made no or limited inquiry as specified below. I have examined, among other
things, the following:

                           (a)  the Underwriting Agreement;

                           (b)  that certain Investment Management Agreement by
         and between the Fund and PFA, dated as of June 18, 2002; and

                           (c)  that certain Portfolio Management Agreement by
         and between Pacific Investment Management Company LLC and PFA, as
         accepted and agreed to by the Fund, dated as of June 18, 2002.

                  The documents described in subsections (a)-(c) above are
referred to herein collectively as the "Transaction Documents."

                  In my examination, I have assumed the genuineness of all
signatures (other than those of officers of PFA on the Transaction Documents),
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.

                  I have been furnished with, and with your consent have relied
upon, certificates of officers of PFA with respect to certain factual matters.
In addition, I have obtained and relied upon such certificates and assurances
from public officials as I have deemed necessary.

                  I am opining herein as to the effect of the federal laws of
the United States, the internal laws of the State of New York and the internal
laws of the State of Delaware, and I express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or country or as to any matters of municipal law or the laws of any
other local agencies within any state or country. My opinions set forth in
paragraph 4 below are based upon my consideration of only those statutes, rules
and regulations which, in my experience, are normally applicable to transactions
similar to those contemplated by the Transaction Documents, generally.

                  Whenever a statement herein is qualified by "to my knowledge"
or a similar phrase, it is intended to indicate that I do not have current
actual knowledge of the inaccuracy of such statement. However, except as
otherwise expressly indicated, I have not undertaken any independent
investigation to determine the accuracy of any such statement, and no inference
that I have any knowledge of any matters pertaining to such statement should be
drawn from my position as Chief Legal Officer of PFA.

                  Subject to the foregoing and the other matters set forth
herein, it is my opinion that, as of the date hereof:

                  1.       PFA is a limited liability company and is validly
existing and in good standing under the Delaware Limited Liability Company Act
(6 Del. C(S). 18-101, et seq.) with all necessary limited liability company
power and authority to enter into and deliver the Transaction Documents and
perform its obligations thereunder and to carry on its business as it is now
being conducted and as described in the Registration Statement. Based solely on

                                      C-2

<PAGE>

certificates from public officials, I confirm that PFA is qualified to do
business in the following States: California, New York and Connecticut, such
States being those in which its ownership or leasing of property or its
conducting of business may require such qualification and where failure to so
qualify would have a material adverse effect on the ability of PFA to perform
its obligations under the Investment Management Agreement and the Portfolio
Management Agreement.

                  2. The execution, delivery and performance of the Transaction
Documents by PFA have been duly authorized by all necessary limited liability
company action of PFA and no other actions on the part of PFA or its unitholders
or any subsidiary of PFA or its unitholders is necessary to authorize and
consummate the transactions contemplated thereby, and the Transaction Documents
have been duly executed and delivered by PFA.

                  3. Each of the Investment Management Agreement and the
Portfolio Management Agreement constitutes a legally valid and binding agreement
of PFA, enforceable against PFA in accordance with its terms.

                  4. Neither the execution and delivery of the Transaction
Documents by PFA, nor the consummation by PFA of transactions contemplated
thereby, nor compliance by PFA with any of the terms and provisions thereof
will:

                     (i)   violate any provision of the Limited Liability
         Company Agreement of PFA, effective May 23, 2000, as amended on July 1,
         2001 and December 12, 2001, which is still in full force and effect and
         which has not been further amended or supplemented through the date
         hereof,

                     (ii)  violate any federal, Delaware or New York statute,
         rule or regulation applicable to PFA (other than federal and state
         securities or blue sky laws, the Investment Company Act, and the
         Investment Advisers Act of 1940, as amended (the "Advisers Act"), as to
         which I express no opinion),

                     (iii) violate any agreement to which PFA is a party or by
         which it is bound and which is material to PFA's businesses taken as a
         whole (the "Material Agreements"),

                     (iv)  violate any order, writ, injunction or decree, known
         to me and applicable to PFA, or

                     (v)   to the best of my knowledge, require any consents,
         approvals, authorizations, registrations, declarations or filings by
         PFA under any federal or Delaware statute, rule or regulation
         applicable to PFA, except as have been obtained under the Act, the
         Investment Company Act or the Advisers Act.

                  No opinion is expressed in this paragraph 4 as to the
application of Section 548 of the federal Bankruptcy Code and comparable
provisions of state or foreign law or of any antifraud laws, antitrust or trade
regulation laws. No opinion is expressed in this paragraph 4 with respect to the
operating licenses necessary for PFA's businesses.

                                       C-3

<PAGE>

                  5. PFA is duly registered as an investment adviser under the
Advisers Act and is not prohibited by the Advisers Act or the Investment Company
Act from acting as investment adviser for the Fund as contemplated by the
Investment Management Agreement, the Registration Statement and the Prospectus.

                  6. The description of PFA and its business, and the statements
attributable to PFA, set forth in the Registration Statement or the Prospectus
under the headings "Prospectus Summary - Investment Manager" and "Management of
the Fund" do not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

                  7. There is no action, suit or proceeding before or by any
court, commission, regulatory body, administrative agency or other governmental
agency or body, foreign or domestic, now pending or, to my knowledge, threatened
against PFA of a nature required to be disclosed in the Registration Statement
or Prospectus or that might reasonably result in any material adverse change in
the ability of PFA to fulfill its obligations under either the Investment
Management Agreement or the Portfolio Management Agreement.

                  The opinions expressed in paragraph 3 above are subject to the
following limitations, qualifications and exceptions:

                     (a)  the effect of bankruptcy, insolvency, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         or affecting the rights or remedies of creditors generally;

                     (b)  the effect of general principles of equity, whether
         enforcement is considered in a proceeding in equity or at law, and the
         discretion of the court before which any proceeding therefor may be
         brought;

                     (c)  the unenforceability under certain circumstances under
         law or court decisions of provisions providing for the indemnification
         of or contribution to a party with respect to a liability where such
         indemnification or contribution is contrary to public policy; and

                     (d)  the unenforceability of any provision requiring the
         payment of attorney's fees, except to the extent that a court
         determines such fees to be reasonable.

                  In rendering the opinions expressed in paragraph 4 insofar as
they require interpretation of the Material Agreements (i) I have assumed with
your permission that all courts of competent jurisdiction would enforce such
agreements as written but would apply the internal laws of the State of New York
without giving effect to any choice of law provisions contained therein or any
choice of law principles which would result in application of the internal laws
of any other state and (ii) to the extent that any questions of legality or
legal construction have arisen in connection with my review, I have applied the
laws of the State of New York in resolving such questions. I advise you that
certain of the Material Agreements may be governed by other laws, that such laws
may vary substantially from the law assumed to govern for

                                       C-4

<PAGE>

purposes of this opinion, and that this opinion may not be relied upon as to
whether or not a breach or default would occur under the law actually governing
such Material Agreements.

                  To the extent that the obligations of PFA may be dependent
upon such matters, I assume for purposes of this opinion that: (i) all parties
to the Transaction Documents other than PFA are duly incorporated or organized,
validly existing and in good standing under the laws of their respective
jurisdictions of incorporation or organization; (ii) all parties to the
Transaction Documents other than PFA have the requisite power and authority and,
in the case of natural persons, legal capacity to execute and deliver the
Transaction Documents and to perform their respective obligations under the
Transaction Documents to which they are a party; and (iii) the Transaction
Documents to which such parties other than PFA are a party have been duly
authorized, executed and delivered by such parties and, other than PFA,
constitute their legally valid and binding obligations, enforceable against them
in accordance with their terms. I express no opinion as to compliance by any
parties to the Transaction Documents with any state or federal laws or
regulations applicable to the subject transactions because of the nature of
their business and I express no opinion as to compliance by any parties to the
Transaction Documents with any foreign laws or regulations applicable to the
transactions contemplated by the Transaction Documents or which may affect the
Transaction Documents' enforceability.

                  This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without my
prior written consent.

                                                          Very truly yours,



                                                       * * *

Special Counsel for the Investment Manager shall separately opine that, assuming
the Investment Manager is duly registered as an investment adviser under the
Advisers Act and is not prohibited by the Advisers Act or the Investment Company
Act from acting as investment adviser for the Fund as contemplated by the
Investment Management Agreement, the Registration Statement and the Prospectus,
neither the execution and delivery of the Underwriting Agreement, the Investment
Management Agreement or the Portfolio Management Agreement by the Investment
Manager, nor the consummation by the Investment Manager of the transactions
contemplated thereby, nor compliance by the Investment Manager with any of the
terms and provisions thereof will violate the provisions of the Investment
Company Act or the Advisers Act; provided, however, that such opinion may
specifically disclaim any opinion as to (a) the reasonableness of the fees to be
paid to the Investment Manager under the Investment Management Agreement and (b)
the compliance by the Investment Manager with its indemnification and
contribution obligations set forth in the Underwriting Agreement.

                                       C-5

<PAGE>

                                   SCHEDULE D

                       FORM OF OPINION OF INTERNAL COUNSEL
                                 REGARDING PIMCO

                                 August __, 2002

UBS Warburg LLC
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
   as Managing Underwriters
c/o UBS Warburg LLC
299 Park Avenue
New York, New York  10171-0026

                  Re:      Pacific Investment Management Company LLC

Ladies and Gentlemen:

                  I am the Chief Legal Officer of PIMCO Funds Advisors LLC, a
Delaware limited liability company. PFA is an affiliate of and under common
control with Pacific Investment Management Company LLC, a Delaware limited
liability company ("PIMCO"). I have discussed the matters covered by this
opinion with internal counsel at PIMCO. In my capacity as Chief Legal Officer of
PFA, I am rendering this opinion on behalf of PIMCO in connection with the sale
to you by PIMCO New York Municipal Income Fund II, a voluntary association with
transferable shares organized and existing under and by virtue of the laws of
The Commonwealth of Massachusetts (commonly referred to as a Massachusetts
business trust) (the "Fund"), of _____ Auction Preferred Shares, Series A, and
_____ Auction Preferred Shares, Series B, of the Fund (the "APS"), pursuant to a
registration statement on Form N-2 under the Securities Act of 1933, as amended
(the "Act") and the Investment Company Act of 1940, as amended (the "Investment
Company Act"), filed with the Securities and Exchange Commission (the
"Commission") on July 2, 2002 (Act File No. 333-91740 and Investment Company Act
File No. 811-21078), as amended by Pre-Effective Amendment No. 1 filed with the
Commission on August 12, 2002, and Pre-Effective Amendment No. 2 filed with the
Commission on August __, 2002 (the "Registration Statement"), and an
underwriting agreement dated August __, 2002, by and among you, the Fund and PFA
(the "Underwriting Agreement") relating to the issuance and sale by the Fund of
the APS.

                  This opinion is rendered to you pursuant to Section 6(e) of
the Underwriting Agreement. Capitalized terms used herein without definition
have the meanings assigned to them in the Underwriting Agreement.

                  As Chief Legal Officer of PFA, I have examined such matters of
fact and questions of law as I have considered appropriate for purposes of
rendering the opinions

                                       D-1

<PAGE>

expressed below, except where a statement is qualified as to knowledge or
awareness, in which case I have made no or limited inquiry as specified below. I
have examined, among other things, that certain Portfolio Management Agreement
by and between PIMCO and PFA, as accepted and agreed to by the Fund, dated as of
June 18, 2002 (the "Portfolio Management Agreement").

          In my examination, I have assumed the genuineness of all signatures
(other than those of officers of PIMCO on the Portfolio Management Agreement),
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.

          I have been furnished with, and with your consent have relied upon,
certificates of officers of PIMCO with respect to certain factual matters. In
addition, I have obtained and relied upon such certificates and assurances from
public officials as I have deemed necessary.

          I am opining herein as to the effect of the federal laws of the United
States, the internal laws of the State of New York and the internal laws of the
State of Delaware, and I express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction or country
or as to any matters of municipal law or the laws of any other local agencies
within any state or country. My opinions set forth in paragraph 4 below are
based upon my consideration of only those statutes, rules and regulations which,
in my experience, are normally applicable to transactions similar to those
contemplated by the Portfolio Management Agreement, generally.

          Whenever a statement herein is qualified by "to my knowledge" or a
similar phrase, it is intended to indicate that I do not have current actual
knowledge of the inaccuracy of such statement. However, except as otherwise
expressly indicated, I have not undertaken any independent investigation to
determine the accuracy of any such statement, and no inference that I have any
knowledge of any matters pertaining to such statement should be drawn from my
position as Chief Legal Officer of PFA.

          Subject to the foregoing and the other matters set forth herein, it is
my opinion that, as of the date hereof:

          1. PIMCO is a limited liability company and is validly existing and in
good standing under the Delaware Limited Liability Company Act (6 Del. C (S)
18-101, et seq.) with all necessary limited liability company power and
authority to enter into and deliver the Portfolio Management Agreement and
perform its obligations thereunder and to carry on its business as it is now
being conducted and as described in the Registration Statement. Based solely on
certificates from public officials, I confirm that PIMCO is qualified to do
business in the following States: California and New York, such States being
those in which its ownership or leasing of property or its conducting of
business may require such qualification and where failure to so qualify would
have a material adverse effect on the ability of PIMCO to perform its
obligations under the Portfolio Management Agreement.

          2. The execution, delivery and performance of the Portfolio
Management Agreement by PIMCO have been duly authorized by all necessary limited
liability company action of PIMCO and no other actions on the part of PIMCO or
its unitholders or any subsidiary

                                       D-2

<PAGE>

of PIMCO or its unitholders is necessary to authorize and consummate the
transactions contemplated thereby, and the Portfolio Management Agreement has
been duly executed and delivered by PIMCO.

          3.   The Portfolio Management Agreement constitutes a legally valid
and binding agreement of PIMCO, enforceable against PIMCO in accordance with its
terms.

          4.   Neither the execution and delivery of the Portfolio Management
Agreement by PIMCO, nor the consummation by PIMCO of transactions contemplated
thereby, nor compliance by PIMCO with any of the terms and provisions thereof
will:

               (i)   violate any provision of the Limited Liability Company
Agreement of PIMCO, effective May 5, 2000,

               (ii)  violate any federal, Delaware or New York statute, rule or
regulation applicable to PIMCO (other than federal and state securities or blue
sky laws, the Investment Company Act, and the Investment Advisers Act of 1940,
as amended (the "Advisers Act"), as to which I express no opinion),

               (iii) violate any agreement to which PIMCO is a party or by which
it is bound and which is material to PIMCO's businesses taken as a whole (the
"Material Agreements"),

               (iv)  violate any order, writ, injunction or decree, known to me
and applicable to PIMCO, or

               (v)   to the best of my knowledge, require any consents,
approvals, authorizations, registrations, declarations or filings by PIMCO under
any federal statute, rule or regulation applicable to PIMCO, except as have been
obtained under the Act, the Investment Company Act or the Advisers Act.

          No opinion is expressed in this paragraph 4 as to the application of
Section 548 of the federal Bankruptcy Code and comparable provisions of state or
foreign law or of any antifraud laws, antitrust or trade regulation laws. No
opinion is expressed in this paragraph 4 with respect to the operating licenses
necessary for PIMCO's businesses.

          5.   PIMCO is duly registered as an investment adviser under the
Advisers Act and is not prohibited by the Advisers Act or the Investment Company
Act from acting as investment sub-adviser for the Fund as contemplated by the
Portfolio Management Agreement, the Registration Statement and the Prospectus.

          6.   The description of PIMCO and its business, and the statements
attributable to PIMCO, set forth in the Registration Statement and the
Prospectus under the headings "Prospectus Summary - Portfolio Manager" and
"Management of the Fund" do not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

                                      D-3

<PAGE>

               7.   There is no action, suit or proceeding before or by any
court, commission, regulatory body, administrative agency or other governmental
agency or body, foreign or domestic, now pending or, to my knowledge, threatened
against PIMCO of a nature required to be disclosed in the Registration Statement
or Prospectus or that might reasonably result in any material adverse change in
the ability of PIMCO to fulfill its obligations under the Portfolio Management
Agreement.

               The opinions expressed in paragraph 3 above are subject to the
following limitations, qualifications and exceptions:

                    (a) the effect of bankruptcy, insolvency, reorganization,
          moratorium or other similar laws now or hereafter in effect relating
          to or affecting the rights or remedies of creditors generally;

                    (b) the effect of general principles of equity, whether
          enforcement is considered in a proceeding in equity or at law, and the
          discretion of the court before which any proceeding therefor may be
          brought;

                    (c) the unenforceability under certain circumstances under
          law or court decisions of provisions providing for the indemnification
          of or contribution to a party with respect to a liability where such
          indemnification or contribution is contrary to public policy; and

                    (d) the unenforceability of any provision requiring the
          payment of attorney's fees, except to the extent that a court
          determines such fees to be reasonable.

               In rendering the opinions expressed in paragraph 4 insofar as
they require interpretation of the Material Agreements (i) I have assumed with
your permission that all courts of competent jurisdiction would enforce such
agreements as written but would apply the internal laws of the State of New York
without giving effect to any choice of law provisions contained therein or any
choice of law principles which would result in application of the internal laws
of any other state and (ii) to the extent that any questions of legality or
legal construction have arisen in connection with my review, I have applied the
laws of the State of New York in resolving such questions. I advise you that
certain of the Material Agreements may be governed by other laws, that such laws
may vary substantially from the law assumed to govern for purposes of this
opinion, and that this opinion may not be relied upon as to whether or not a
breach or default would occur under the law actually governing such Material
Agreements.

               To the extent that the obligations of PIMCO may be dependent upon
such matters, I assume for purposes of this opinion that: (i) all parties to the
Portfolio Management Agreement other than PIMCO are duly incorporated or
organized, validly existing and in good standing under the laws of their
respective jurisdictions of incorporation or organization; (ii) all parties to
the Portfolio Management Agreement other than PIMCO have the requisite power and
authority and, in the case of natural persons, legal capacity to execute and
deliver the Portfolio Management Agreement and to perform their respective
obligations under the Portfolio Management Agreement; and (iii) the Portfolio
Management Agreement has been duly authorized, executed and delivered by such
parties other than PIMCO and, other than PIMCO,

                                      D-4

<PAGE>

constitutes their legally valid and binding obligations, enforceable against
them in accordance with their terms. I express no opinion as to compliance by
any parties to the Portfolio Management Agreement with any state or federal laws
or regulations applicable to the subject transactions because of the nature of
their business and I express no opinion as to compliance by any parties to the
Portfolio Management Agreement with any foreign laws or regulations applicable
to the transactions contemplated by the Portfolio Management Agreement or which
may affect the Portfolio Management Agreement's enforceability.

               This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without my
prior written consent.

                                           Very truly yours,

                                      D-5

<PAGE>

                                   SCHEDULE E

                    FORM OF OPINION OF EDWARDS & ANGELL, LLP


August _____, 2002

UBS Warburg LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
   as Managing Underwriters
299 Park Avenue
New York, New York  10171-0026

     RE:  PIMCO New York Municipal Income Fund II

Ladies and Gentlemen:

     We have acted as local counsel, with respect to New York State and New York
City matters, to PIMCO New York Municipal Income Fund II, a Massachusetts
business trust (the "Fund"), concerning a Registration Statement (Nos. 333-91740
and 811-21078) on Form N-2 under the Securities Act of 1933, as amended (the
"Act"), and the Investment Company Act of 1940, as amended (the "Registration
Statement"), and the Prospectus (including the Statement of Additional
Information incorporated by reference therein), as filed with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 497 under the Act on August
_____, 2002 (the "Prospectus"), covering the issuance by the Fund of 1,800
Series A Auction Preferred Shares (the "Series A Shares") and 1,800 Series B
Auction Preferred Shares (the "Series B Shares") of beneficial interest, no par
value, at $$25,000 per share, of the Fund, (the Series A Shares and the Series B
Shares are collectively, the "Shares") and the purchase of the Shares from the
Fund by you, as the several underwriters (collectively the "Underwriters") named
in Schedule A to the Underwriting Agreement dated August 16, 2002 (the
"Underwriting Agreement") among the Fund, PIMCO Funds Advisors LLC, and you, as
the representatives of the several Underwriters. This opinion is furnished to
you pursuant to Section 6(e) of the Underwriting Agreement.

     We have been furnished with a copy of the Registration Statement and the
Prospectus. For purposes of rendering our opinion, we have assumed that the
proposed offer and sale of the Shares will be carried out in the same manner and
upon the same terms and conditions as are described in the Registration
Statement and that the affairs of the Fund will be administered as described in
the Registration Statement.

     We have assumed with your permission that: (i) the opinion of Ropes & Gray
as to the statements under the caption "Taxes - Federal Income Tax Matters" in
the Prospectus was delivered as called for by the Underwriting Agreement; and
(ii) such statements accurately describe the Federal income tax consequences
applicable to the Fund and holders of the Shares.

     In addition, we have examined applicable New York State and New York City
law, administrative interpretations thereof and court decisions and made such
other investigations of fact and law as we deemed necessary as the basis of the
opinions set forth below.

     As New York counsel for the Fund, we have participated in the preparation
of the statements set forth in the Prospectus under the captions "Risks -
State-Specific Risk," "Taxes - New York Tax Matters" and in Appendix B to the
Statement of Additional Information, incorporated by reference therein.

     In connection therewith, we have examined such official statements and
prospectuses issued by, and other information reported by, the State of New
York, its various public bodies, and by such other entities located within the
state, including the City of New York, in connection with the issuance of their
respective securities, and such other information reported by others, as we have
deemed appropriate in order to enable us to make the statement hereinafter set
forth. We have not independently verified, and for the purposes of making the
statement hereinafter set forth we have assumed, the accuracy of the information
contained in such official statements, prospectuses and reports. Our
participation was not intended to enable us to pass upon, and we are not passing
upon, the accuracy, completeness or fairness of the statements contained in the
Prospectus, other than as set forth herein.

<PAGE>

PIMCO New York Municipal Income Fund II
August ____, 2002
Page 2


     Based solely on the foregoing and subject to the limitations and
assumptions set forth herein, it is our opinion that under existing law the
statements made in the Registration Statement and the Prospectus (a) under the
caption "Risks - State-Specific Risk" and under the caption "Taxes - New York
Tax Matters", and (b) in Appendix B to the Statement of Additional Information
included in the Registration Statement, insofar as they constitute matters of
law or legal conclusions, constitute fair and accurate statements of any such
matters of law or legal conclusions, and fairly present the information called
for with respect thereto by Form N-2 as of the date hereof.

     We have acted for the Fund in connection with the preparation of, and have
had discussions with representatives of the Fund concerning, the statements
contained in the Registration Statement and Prospectus under (a) the caption
"Risks - State-Specific Risk," (b) the caption "Taxes - New York Tax Matters"
and (c) Appendix B to the Statement of Additional Information and based on the
foregoing and subject to the limitations and assumptions set forth herein, no
facts have come to our attention which would lead us to believe that the
statements contained in the Registration Statement under such captions as set
forth above, as of its date and as of the date hereof, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading or that the statements contained in the Prospectus as of its date and
as of the date hereof under such captions as set forth above contain any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.

     In connection with the issuance of the Shares, we have not examined any of
the obligations to be acquired by the Fund and express no opinion whether the
interest on any such obligations is, in fact, exempt from Federal, New York
State or New York City income taxation, or that such interest would be
tax-exempt under Federal, New York State or New York City law if directly
received by a shareholder of the Fund nor have we made any review of the
proceedings relating to the issuance of any such obligations.

     The foregoing opinions are limited to matters involving the laws of the
State of New York, and we do not express any opinion as to the laws of any other
jurisdiction.

     This opinion is limited to the matters set forth herein. No opinion may be
inferred or implied beyond the matters expressly contained herein. We undertake
no continuing obligation to inform you of changes in law or fact subsequent to
the date hereof or of facts of which we become aware after the date hereof. We
reserve the right to dispute any interpretation of, or reliance on, this opinion
that we deem to be inaccurate or improper.

     This opinion is intended for solely your use, and may be relied upon only
by you, the Underwriters, Ropes & Gray and Simpson, Thacher & Bartlett and its
affiliated entities solely in connection with the Registration Statement and
Prospectus and the purchase and sale of the Shares. No other person shall be
entitled to rely on any matter set forth herein without our prior written
consent.


                                             Very truly yours,




                                            Edwards & Angell, LLP


                                            By
                                              ---------------------------
                                            Geoffrey Etherington III
                                             Authorized Signatory

<PAGE>

                                   SCHEDULE F

                           FORM OF ACCOUNTANT'S LETTER

August __, 2002

The Board of Trustees of
PIMCO New York Municipal Income Fund II
840 Newport Center Drive
Suite 300
Newport Beach, California  92660

UBS Warburg LLC
299 Park Avenue
New York, New York  10171
  as Managing Representative of the Underwriters

Ladies and Gentlemen:

          We have audited the statement of assets and liabilities of PIMCO New
York Municipal Income Fund II (the "Fund") as of July 31, 2002 included in the
Registration Statement on Form N-2 filed by the Fund under the Securities Act of
1933, as amended (the "Act") (File No. 333-91740), and under the Investment
Company Act of 1940, as amended (the "1940 Act") (File No. 811-21078); such
statement and our report with respect to such statement are included in the
Registration Statement.

In connection with the Registration Statement:

          1. We are independent public accountants with respect to the Fund
     within the meaning of the Act and the applicable rules and regulations
     thereunder.

          2. In our opinion, the statement of assets and liabilities included in
     the Registration Statement and audited by us complies as to form in all
     respects with the applicable accounting requirements of the Act, the 1940
     Act and the respective rules and regulations thereunder.

          3. For purposes of this letter we have read the minutes of all
     meetings of the Shareholders, the Board of Trustees and all Committees of
     the Board of Trustees of the Fund as set forth in the minute books at the
     offices of the Fund, officials of the Fund having advised us that the
     minutes of all such meetings through _____________, 2002, were set forth
     therein.

          4. Fund officials have advised us that no financial statements as of
     any date subsequent to July 31, 2002, are available. We have made inquiries
     of certain officials of the Fund who have responsibility for financial and
     accounting matters regarding whether

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<PAGE>

     there was any change at ________, 2002, in the capital shares or net assets
     of the Fund as compared with amounts shown in the July 31, 2002, statement
     of assets and liabilities included in the Registration Statement, except
     for changes that the Registration Statement discloses have occurred or may
     occur. On the basis of our inquiries and our reading of the minutes as
     described in Paragraph 3, nothing came to our attention that caused us to
     believe that there were any such changes.

     The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Accordingly, we make no representations
as to the sufficiency of the foregoing procedures for your purposes.

     This letter is solely for the information of the addressees and to assist
the underwriters in conducting and documenting their investigation of the
affairs of the Fund in connection with the offering of the securities covered by
the Registration Statement, and is not to be used, circulated, quoted or
otherwise referred to within or without the underwriting group for any other
purpose, including but not limited to the registration, purchase or sale of
securities, nor is it to be filed with or referred to in whole or in part in the
Registration Statement or any other document, except that reference may be made
to it in the underwriting agreement or in any list of closing documents
pertaining to the offering of the securities covered by the Registration
Statement.

                                      Very Truly Yours,



                                      PRICEWATERHOUSECOOPERS LLP

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