Common use of Disclaimer of Liability of Trustees and Beneficiaries Clause in Contracts

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. 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 CALIFORNIA MUNICIPAL INCOME FUND II ____________________________ By: Title: PIMCO FUNDS ADVISORS LLC ____________________________ By: Title: 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 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC _____________________________ By: Xxxx X. Reit Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (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. 333-91742) 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. 811-21077) 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 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 Xx. Xxxxx X'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 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:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund 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 trustee of the Fund in his or her capacity as an officer or Trustee 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 Trusteestrustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. 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 CALIFORNIA MUNICIPAL INCOME NUVEEN GLOBAL VALUE OPPORTUNITIES FUND II ____________________________ By: Name: Title: PIMCO FUNDS ADVISORS NUVEEN ASSET MANAGEMENT By: Name: Title: TRADEWINDS NWQ GLOBAL INVESTORS, LLC ____________________________ By: Name: Title: Accepted and agreed to as of the date first above writtenhereof XXXXXX XXXXXXX & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED Acting severally on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INCI hereto. PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC _____________________________ Xxxxxx Xxxxxxx & Co. Incorporated By: Xxxx X. Reit Name: Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A I Underwriter Number of Firm Shares Name to be To Be Purchased UBS Warburg LLC Xxxxxx Xxxxxxx & Co. Incorporated Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Incorporated. X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __Nuveen Investments, 2002 UBS Warburg LLC Xxxxxxx Lynch, PierceXxxxxxx, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & SonsCo. H&R Block Financial Advisers, Inc. Prudential Securities Incorporated c/o UBS Warburg Xxxxxx Xxxxxxxxxx Xxxxx LLC 000 Xxxx Xxxxxx Xxx XxxxJ.J.B. Xxxxxxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenX.X. Xxxxx, Inc. KeyBanc Capital Markets, a division of McDonald Investments Inc. Mesirow Financial, Inc. Xxxxxxxxxxx & Co. Inc. RBC Capital Markets Corporation Xxxxx Fargo Securities, LLC Total: We have acted as counsel SCHEDULE II Omitting Prospectuses [to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (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. 333-91742) 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. 811-21077) 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 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 Xx. Xxxxx X'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 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:come] SCHEDULE III Pricing Information

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust Notice 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 and the Adviser, respectively, by an officer officer, member or Trustee of the Fund or the Adviser, as the case may be, in his or her capacity as an officer officer, member or Trustee of the Fund or the Adviser, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers members, officer or shareholders individually individually, but are binding only upon the assets and properties of the FundFund or the Adviser, as the case may be. If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to the understanding among the Fund, the Investment Manager Fund and the Underwriters, please so indicate in the space provided belowAdviser a counterpart hereof, whereupon this letter and your acceptance shall constitute instrument, along with all counterparts, will become a binding agreement among the FundUnderwriters, the Investment Manager Fund and the Underwriters, severallyAdviser in accordance with its terms. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME DIVIDEND CAPITAL STRATEGIC GLOBAL REALTY FUND II ____________________________ ByBy Name: Title: PIMCO FUNDS ADVISORS DIVIDEND CAPITAL INVESTMENTS LLC ____________________________ ByBy Name: Title: Accepted and agreed to CONFIRMED AND ACCEPTED, as of the date first above written: WACHOVIA CAPITAL MARKETS, on behalf of LLC By: WACHOVIA CAPITAL MARKETS, LLC By: Authorized Signatory XXXXXX XXXXXX & COMPANY, INC. By: XXXXXX XXXXXX & COMPANY, INC. By: Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule Exhibit A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INChereto. PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC _____________________________ By: Xxxx X. Reit Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE EXHIBIT A Name of Underwriter Number of Shares Name to be Purchased UBS Warburg Initial Securities Wachovia Capital Markets, LLC Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & SonsCompany, Inc. Prudential Securities BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc. Xxxxxx, Xxxxx Xxxxx, Incorporated J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. RBC Capital Markets Corporation Xxxxxx X. Xxxxx & Co. Incorporated Xxxxx Fargo Securities, LLC Total SCHEDULE EXHIBIT B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (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. 333-91742) 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. 811-21077) 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 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 Xx. Xxxxx X'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 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:COUNSEL

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund 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. 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 CALIFORNIA MUNICIPAL XXXXXXXX-XXXXXXXXX CONVERTIBLE & INCOME FUND II ____________________________ -------------------------- By: Title: PIMCO FUNDS ADVISORS FUND MANAGEMENT LLC ____________________________ -------------------------- By: Title: 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 SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONSWACHOVIA CAPITAL MARKETS, INC. PRUDENTIAL SECURITIES INCORPORATED LLC By: UBS WARBURG SECURITIES LLC _____________________________ -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Xxxx Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased ---- ----------------- UBS Warburg Securities LLC Citigroup Global Markets Inc. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Wachovia Capital Markets, LLC -------- Total SCHEDULE B FORM OF OPINION OF ROPES & GRAY LLP REGARDING THE FUND September , 2003 -- UBS Securities LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & SonsWachovia Capital Markets, Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated as Managing Underwriters c/o UBS Warburg Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Xxxxxxxx-Xxxxxxxxx Convertible & Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 4,040 Auction Preferred Shares, Series A, 2,080 4,040 Auction Preferred Shares, Series B, 2,080 4040 Auction Preferred Shares, Series C, 2,080 4040 Auction Preferred Shares, Series D, and 2,080 4040 Auction Preferred Shares, Series E (together, the "APS"). This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement dated as of August 16September , 2002 2003 (the "Underwriting Agreement") among the Fund, PIMCO Funds Advisors Fund Management LLC (the "Investment Manager") and UBS Warburg Securities 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. 333-91742107594) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes Amendment No. 4 5 to the Fund's Registration Statement on Form N-2 (File No. 811-2107721338) 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 2August 1, 2002 2003 (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 2003 ("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 2003 ("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-_____811-21338) under the Investment Company Act, as filed with the Commission on April 1523, 2002 2003 (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 __, 20022003, relating to the APS ----- -- and the Statement of Additional Information of the Fund dated August __, 20022003, ----- -- each as filed with the Commission pursuant to Rule 497 under the Securities Act on August __, 2002 2003 (together, the "Prospectus"); the Investment Management ----- -- Agreement dated as of June 18July 16, 20022003, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of June 18July 16, 20022003, between Pacific Investment Xxxxxxxx-Xxxxxxxxx Capital 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 27July 16, 20022003, between the Fund and State Street Bank and Trust Company Brown Brothers Xxxxxxxx & Co. (the "Custodian Agreement"); and the Auction Agency Agreement dated as of August __----- , 20022003, between the Fund and Bankers Deutsche Bank Trust Company Americas (the -- "Auction Agency Agreement," and and, together with the Custodian Agreement, the "Fund Agreements"); and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Xx. Xxxxx X'Connell [ ] of the staff of the Commission to the effect that the Registration Statement became effective as of ____ a.m. on August __, 2002---- ----- -- 2003, 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, and copies of resolutions of the Board of Trustees of the Fund certified by the Secretary 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 and Trustees 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 27September , 20022003, certifying copies of (a) a Certificate of Designation by the Fund dated June 18[ ], 2002 2003 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 21September , 2002 2003 relating to the Fund and (4) a LEXIS search on August __September , 20022003, 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, the Auction Agency Agreement and the Auction Agency Custodian 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 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:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration Certificate of Trust of the Fund is on file with the Secretary of State of The Commonwealth of MassachusettsDelaware, 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. If the foregoing correctly sets forth the understanding among the Fund, the Investment Manager Adviser 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 Adviser and the Underwriters, severally. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND II ____________________________ -------------------------------------------------- By: Ronald E. Robison Title: PIMCO FUNDS ADVISORS LLC ____________________________ President and Xxxxxxxxx Xxxxxxive Officer VAN KAMPEN ASSET MANAGEMENT -------------------------------------------------- By: Edward C. Wood III Title: Managing Dirxxxxx 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 SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX MORGAN STANLEY & XXXXX CO. INCORPORATED X.X. XXXXXXX A.G. EDWARDS & SONS, INC. PRUDENTIAL SECURITIES RAYMOND JAXXX & AXXXXXXXES, INC. OPPENHEIMER & XX. XXX. RBC CAPITAL MAXXXXX XOXXXXXTION WELLS FARGO SECXXXXXXX, XXC ROBERT W. BAIRD & CO. INCORPORATED ByBB&T CAXXXXX MARKETS, A DIVISION OF XXXXX & XXXXXXFELLOW, INC. FERRIS, BAKER WATTS, INCORPORATED STIFEL, NXXXXXUS & XXXXXXX, XNCORPORXXXX -------------------------- Xx: UBS WARBURG LLC _____________________________ Xxxx Xxit Title: Managing Director -------------------------- By: Xxxx X. Reit Key Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased UNDERWRITERS NUMBER OF SHARES ------------------------------------------------------------------ ---------------- UBS Warburg Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx Morgan Stanley & Xxxxx Co. Incorporated X.X. Xxxxxxx A.G. Edwards & Sons, Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES Raymond Jaxxx & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & SonsAxxxxxxxes, Inc. Prudential Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (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. 333-91742) 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. 811-21077) 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 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 Oppenheimer & Xx. Xxx. RBC Capital Maxxxxx Xoxxxxxtion Wells Fargo Secxxxxxxx, XXC Robert W. Baird & Co. Incorporated BB&T Caxxxxx Markets, a division of Xxxxx X'Connell of the staff of the Commission to the effect that the Registration Statement became effective as of ____ on August __& Xxxxxxfellow, 2002Inc. Ferris, and the oral representation by a member of the staff of the Commission on the date hereof that as of _____ a.m.Baker Watts, 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 FundIncorporated Stifel, 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 documentsNxxxxxus & Xxxxxxx, 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 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:Xncorporxxxx [-] ----------------- Total =================

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust the Fund 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. 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 CALIFORNIA NUVEEN INTERMEDIATE DURATION MUNICIPAL INCOME TERM FUND II ____________________________ By: Name: Title: PIMCO FUNDS ADVISORS NUVEEN FUND ADVISORS, INC. By: Name: Title: NUVEEN ASSET MANAGEMENT, LLC ____________________________ By: Name: Title: 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 hereof Xxxxxx Xxxxxxx & Co. LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC _____________________________ By: Xxxx X. Reit Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased UBS Warburg LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. UBS Securities LLC Nuveen Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: Xxxxxx Xxxxxxx & SonsCo. LLC By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: By: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated By: Name: Title: By: UBS Securities LLC [Underwriting Agreement – Signature Page] By: Name: Title: By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential UBS Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and GentlemenNuveen Securities LLC Total: We have acted as counsel to PIMCO California Municipal Income Fund SCHEDULE II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (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. 333-91742) 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. 811-21077) 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 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 Xx. Xxxxx X'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 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:Omitting Prospectuses

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust the Fund is on file with the Secretary of State of The 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 of the Fund 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. 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. [Remainder of page intentionally left blank] Very truly yours, PIMCO CALIFORNIA MUNICIPAL NUVEEN HIGH INCOME DECEMBER 2019 TARGET TERM FUND II ____________________________ By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: PIMCO FUNDS ADVISORS Chief Administrative Officer NUVEEN FUND ADVISORS, LLC ____________________________ By: /s/ Xxxxx X. XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Executive Vice President NUVEEN ASSET MANAGEMENT, LLC By: /s/ Xxxxx X. XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Executive Vice President Accepted and agreed to as of the date first above writtenhereof Xxxxxx Xxxxxxx & Co. LLC Nuveen Securities, LLC Acting severally on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED I hereto By: UBS WARBURG Xxxxxx Xxxxxxx & Co. LLC _____________________________ By: Xxxx X. Reit /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director _____________________________ By: Xxxx Nuveen Securities, LLC By: /s/ Xxxxx X. Key XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Director Executive Vice President SCHEDULE A I Underwriter Number of Firm Shares Name to be To Be Purchased UBS Warburg Xxxxxx Xxxxxxx & Co. LLC - 16,320,000 Nuveen Securities, LLC – 470,000 RBC Capital Markets, LLC – 1,980,000 Xxxxxx, Xxxxxxxx & Company, Incorporated – 1,170,000 BB&T Capital Markets, a division of BB&T Securities, LLC – 1,785,000 Comerica Securities, Inc. – 855,000 X.X. Xxxxxxxx & Co. – 134,000 Hilltop Securities Inc. – 73,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC – 5,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC – 242,000 Ladenburg Xxxxxxxx & Co. Inc. – 178,000 Maxim Group LLC – 370,000 Newbridge Securities Corporation – 50,000 Pershing LLC – 120,000 Wedbush Securities Inc. – 290,000 Xxxxxxxxxx Securities, Inc. – 237,000 Xxxxxxx Lynch& Xxxxx, Pierce, Inc. – 31,000 Huntleigh Securities Corporation – 42,000 Xxxxxx Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & SonsCo., LLC – 18,000 Synovous Securities, Inc. Prudential Securities Incorporated Total – 130,000 TOTAL – 24,500,000 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (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. 333-91742) 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. 811-21077) 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 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 Xx. Xxxxx X'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 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:Omitting Prospectuses

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. 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 CALIFORNIA MUNICIPAL INCOME FUND II ____________________________ By: Title: PIMCO FUNDS ADVISORS LLC ____________________________ By: Title: 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 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC _____________________________ By: Xxxx X. Reit Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased ---- --------------- UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 4,040 Auction Preferred Shares, Series A, 2,080 4,040 Auction Preferred Shares, Series B, 2,080 4,040 Auction Preferred Shares, Series C, 2,080 4,040 Auction Preferred Shares, Series D, and 2,080 4,040 Auction Preferred Shares, Series E (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. 333-9174291744) 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. 811-2107721076) 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 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 Xx. Xxxxx X'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 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: