Exhibit b.
BYLAWS
of
PIMCO MUNICIPAL INCOME FUND II
(Dated as of March 29, 2002)
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 Principal Office of the Trust. A principal office of the Trust
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shall be located in New York, New York. The Trust may have other principal
offices within or without Massachusetts as the Trustees may determine or as
they may authorize.
1.2 Agreement and Declaration of Trust. These Bylaws shall be
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subject to the Agreement and Declaration of Trust, as amended or restated from
time to time (the "Declaration of Trust"), of PIMCO Municipal Income Fund II,
the Massachusetts business trust established by the Declaration of Trust (the
"Trust"). Capitalized terms used in these Bylaws and not otherwise defined
herein shall have the meanings given to such terms in the Declaration of Trust.
ARTICLE 2
MEETINGS OF TRUSTEES
2.1 Regular Meetings. Regular meetings of the Trustees may be held
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without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice immediately after
and at the same place as the annual meeting of the Shareholders.
2.2 Special Meetings. Special meetings of the Trustees may be held
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at any time and at any place designated in the call of the meeting when called
by the Chairman of the Trustees, the President or the Treasurer or by two or
more Trustees, sufficient notice thereof being given to each Trustee by the
Secretary or an Assistant Secretary or by the officer or the Trustees calling
the meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of a special
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meeting to send notice by mail at least forty-eight hours, or by telegram,
telex or telecopy or other electronic facsimile transmission method at least
twenty-four hours, before the meeting addressed to the Trustee at his or her
usual or last known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her, before or after the meeting, is filed with the records of the meeting,
or to any Trustee who attends the meeting without protesting prior thereto or
at its commencement the lack of notice to him or her. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the
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Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
ARTICLE 3
OFFICERS
3.1 Enumeration; Qualification. The officers of the Trust shall be a
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President, a Treasurer, a Secretary, and such other officers including a
Chairman of the Trustees, if any, as the Trustees from time to time may in
their discretion elect. The Trust may also have such agents as the Trustees
from time to time may in their discretion appoint. The Chairman of the
Trustees, if one is elected, shall be a Trustee and may but need not be a
Shareholder; and any other officer may but need not be a Trustee or a
Shareholder. Any two or more offices may be held by the same person.
3.2 Election. The President, the Treasurer, and the Secretary shall
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be elected annually by the Trustees. Other officers, if any, may be elected or
appointed by the Trustees at the same meeting at which the President, Treasurer
and Secretary are elected, or at any other time. Vacancies in any office may be
filled at any time.
3.3 Tenure. The Chairman of the Trustees, if one is elected, the
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President, the Treasurer and the Secretary shall hold office until their
respective successors are chosen and qualified, or in each case until he or she
sooner dies, resigns, is removed with or without cause or becomes disqualified.
Each other officer shall hold office and each agent of the Trust shall retain
authority at the pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these Bylaws, each
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officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him or her as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.5 Chairman; President; Vice President. Unless the Trustees
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otherwise provide, the Chairman of the Trustees or, if there is none or in the
absence of the Chairman, the President shall preside at all meetings of the
Shareholders and of the Trustees. The President shall be the chief executive
officer. Any Vice President shall have such duties and powers as may be
designated from time to time by the Trustees or the President.
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3.6 Treasurer; Assistant Treasurer. The Treasurer shall be the chief
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financial and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement made by the
Trustees with a custodian, investment adviser, sub-adviser or manager, or
transfer, shareholder servicing or similar agent, be in charge of the valuable
papers, books of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to time by the
Trustees or by the President. Any Assistant Treasurer shall have such duties
and powers as may be designated from time to time by the Trustees or the
President.
3.7 Secretary; Assistant Secretary. The Secretary shall record all
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proceedings of the Shareholders and the Trustees in books to be kept therefor,
which books or a copy thereof shall be kept at the principal office of the
Trust. In the absence of the Secretary from any meeting of the Shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is
absent, a temporary secretary chosen at such meeting shall record the
proceedings thereof in the aforesaid books. Any Assistant Secretary shall have
such duties and powers as may be designated from time to time by the Trustees
or the President.
3.8 Resignations. Any officer may resign at any time by written
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instrument signed by him or her and delivered to the Chairman, if any, the
President or the Secretary, or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. Except to the extent expressly provided in a written agreement with the
Trust, no officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.
ARTICLE 4
COMMITTEES
4.1 Quorum; Voting. Except as provided below or as otherwise
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specifically provided in the resolutions constituting a Committee of the
Trustees and providing for the conduct of its meetings, a majority of the
members of any Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee may be taken at a
meeting by a vote of a majority of the members present (a quorum being present)
or evidenced by one or more writings signed by such a majority. Members of a
Committee may participate in a meeting of such Committee by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
With respect to a Valuation Committee of the Trustees, one or more of
the Committee members shall constitute a quorum for the transaction of business.
Except as specifically provided in the resolutions constituting a
Committee of the Trustees and providing for the conduct of its meetings,
Article 2, Section 2.3 of these Bylaws relating to special meetings shall
govern the notice requirements for Committee meetings, except
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that it shall be sufficient notice to a Valuation Committee of the Trustees to
send notice by telegram, telex or telecopy or other electronic means (including
by telephone voice-message or e-mail) at least fifteen minutes before the
meeting.
ARTICLE 5
REPORTS
5.1 General. The Trustees and officers shall render reports at the
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time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE 6
FISCAL YEAR
6.1 General. Except as from time to time otherwise provided by the
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Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and the subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE 7
SEAL
7.1 General. The seal of the Trust shall, subject to alteration by
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the Trustees, consist of a flat-faced die with the word "Massachusetts",
together with the name of the Trust and the year of its organization cut or
engraved thereon; provided, however, that unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 8
EXECUTION OF PAPERS
8.1 General. Except as the Trustees may generally or in particular
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cases authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations made,
accepted or endorsed by the Trust shall be executed by the President, any Vice
President, the Treasurer or by whomever else shall be designated for that
purpose by vote of the Trustees, and need not bear the seal of the Trust.
ARTICLE 9
ISSUANCE OF SHARE CERTIFICATES
9.1 Share Certificates. Each Shareholder shall be entitled to a
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certificate stating the number of Shares owned by him or her, in such form as
shall be prescribed from time to time by the Trustees. Such certificates shall
be signed by the President or any Vice President and by the Treasurer or any
Assistant Treasurer. Such signatures may be by facsimile if the certificate is
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signed by a transfer agent, or by a registrar, other than a Trustee, officer or
employee of the Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall cease to be such officer
before such certificate is issued, it may be issued by the Trust with the same
effect as if he or she were such officer at the time of its issuance.
Notwithstanding the foregoing, in lieu of issuing certificates for
Shares, the Trustees or the transfer agent may either issue receipts therefor
or may keep accounts upon the books of the Trust for the record holders of such
Shares, who shall in either case be deemed, for all purposes hereunder, to be
the holders of certificates for such Shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.
9.2 Loss of Certificates. In case of the alleged loss or destruction
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or the mutilation of a share certificate, a duplicate certificate may be issued
in place thereof, upon such terms as the Trustees shall prescribe.
9.3 Issuance of New Certificates to Pledgee. A pledgee of Shares
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transferred as collateral security shall be entitled to a new certificate if
the instrument of transfer substantially describes the debt or duty that is
intended to be secured thereby. Such new certificate shall express on its face
that it is held as collateral security, and the name of pledgor shall be stated
thereon, who alone shall be liable as a Shareholder and entitled to vote
thereon.
9.4 Discontinuance of Issuance of Certificates. Notwithstanding
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anything to the contrary in this Article 9, the Trustees may at any time
discontinue the issuance of share certificates and may, by written notice to
each Shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not effect the ownership of
Shares in the Trust.
ARTICLE 10
SHAREHOLDERS' VOTING POWERS AND MEETINGS
10.1 Voting Powers. The Shareholders shall have power to vote only
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(i) for the election or removal of Trustees as provided in Article IV, Sections
1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or
sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to
the extent required by the 1940 Act, (iii) with respect to certain transactions
and other matters to the extent and as provided in Article V, Sections 2 and 3
of the Declaration of Trust, (iv) with respect to any termination of this Trust
to the extent and as provided in Article IX, Section 4 of the Declaration of
Trust (for the avoidance of any doubt, Shareholders shall have no separate
right to vote with respect to the termination of the Trust or a series or class
of Shares if the Trustees (including the Continuing Trustees) exercise their
right to terminate the Trust or such series or class pursuant to clauses (ii)
or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect
to any amendment of the Declaration of Trust to the extent and as provided in
Article IX, Section 7 of the Declaration of Trust, (vi) to the same extent as
the stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class
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action on behalf of the Trust or the Shareholders, and (vii) with respect to
such additional matters relating to the Trust as may be required by law, the
Declaration of Trust, these Bylaws or any registration of the Trust with the
Securities and Exchange Commission (or any successor agency) or any state, or
as the Trustees may consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote, except
as otherwise provided in the Declaration of Trust, these Bylaws, or required by
applicable law. Except as otherwise provided in the Declaration of Trust or in
respect of the terms of a class of preferred shares of beneficial interest of
the Trust as reflected in these Bylaws or required by applicable law, all
Shares of the Trust then entitled to vote shall be voted in the aggregate as a
single class without regard to classes or series of Shares. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person
or by proxy. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. The placing of a Shareholder's name on a proxy
pursuant to telephonic or electronically transmitted instructions obtained
pursuant to procedures reasonably designed to verify that such instructions
have been authorized by such Shareholder shall constitute execution of such
proxy by or on behalf of such Shareholder. A proxy purporting to be executed by
or on behalf of a Shareholder shall be deemed valid unless challenged at or
prior to its exercise and the burden of proving invalidity shall rest on the
challenger. Until Shares of a particular class or series are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, the Declaration of Trust or these Bylaws to be taken by
Shareholders as to such class or series.
10.2 Voting Power and Meetings. Except as provided in the next
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sentence, regular meetings of the Shareholders for the election of Trustees and
the transaction of such other business as may properly come before the meeting
shall be held, so long as Shares are listed for trading on the New York Stock
Exchange, on at least an annual basis, on such day and at such place as shall
be designated by the Trustees. In the event that such a meeting is not held in
any annual period if so required, whether the omission be by oversight or
otherwise, a subsequent special meeting may be called by the Trustees and held
in lieu of such meeting with the same effect as if held within such annual
period. Special meetings of the Shareholders or any or all classes or series of
Shares may also be called by the Trustees from time to time for such other
purposes as may be prescribed by law, by the Declaration of Trust or by these
Bylaws, or for the purpose of taking action upon any other matter deemed by a
majority of the Trustees and a majority of the Continuing Trustees to be
necessary or desirable. A special meeting of Shareholders may be held at any
such time, day and place as is designated by the Trustees. Written notice of
any meeting of Shareholders, stating the date, time, place and purpose of the
meeting, shall be given or caused to be given by the Trustees at least seven
days before such meeting to each Shareholder entitled to vote thereat by
leaving such notice with the Shareholder at his or her residence or usual place
of business or by mailing such notice, postage prepaid, to the Shareholder's
address as it appears on the records of the Trust. Such notice may be given by
the Secretary or an Assistant Secretary or by any other officer or agent
designated for such purpose by the Trustees. Whenever notice of a meeting is
required to be given to a Shareholder under the Declaration of Trust or these
Bylaws, a written waiver thereof, executed before or after the meeting by such
Shareholder or his or her attorney thereunto authorized and filed with the
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records of the meeting, shall be deemed equivalent to such notice. Notice of a
meeting need not be given to any Shareholder who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to such
Shareholder. No ballot shall be required for any election unless required by a
Shareholder present or represented at the meeting and entitled to vote in such
election.
10.3 Quorum and Required Vote. Except when a larger quorum is
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required by any provision of law or the Declaration of Trust or these Bylaws,
thirty percent (30%) of the Shares entitled to vote on a particular matter
shall constitute a quorum for the transaction of business at a Shareholders'
meeting, except that where any provision of law or the Declaration of Trust or
these Bylaws permits or requires that holders of any class or series of Shares
shall vote as an individual class or series, then thirty percent (30%) (unless
a larger quorum is required as specified above) of Shares of that class or
series entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that class or series. Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original meeting, without
the necessity of further notice. Except when a different vote is required by
any provision of law or the Declaration of Trust or these Bylaws, a plurality
of the quorum of Shares necessary for the transaction of business at a
Shareholders' meeting shall decide any questions and a plurality of Shares
voted shall elect a Trustee, provided that where any provision of law or of the
Declaration of Trust or these Bylaws permits or requires that the holders of
any class or series of Shares shall vote as an individual class or series, then
a plurality of the quorum of Shares of that class or series necessary for the
transaction of business by that class or series at a Shareholders' meeting
shall decide that matter insofar as that class or series is concerned.
10.4 Action by Written Consent. Any action taken by Shareholders may
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be taken without a meeting if a majority of Shareholders entitled to vote on
the matter (or such larger proportion thereof as shall be required by any
express provision of law or the Declaration of Trust or these Bylaws) consent
to the action in writing and such written consents are filed with the records
of the meetings of Shareholders. Such consent shall be treated for all purposes
as a vote taken at a meeting of Shareholders.
10.5 Record Dates. For the purpose of determining the Shareholders
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who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to receive payment of any dividend or of any other
distribution, the Trustees may from time to time fix a time, which shall be not
more than 90 days before the date of any meeting of Shareholders or the date
for the payment of any dividend or of any other distribution, as the record
date for determining the Shareholders having the right to notice of and to vote
at such meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only Shareholders of record on such
record date shall have the right notwithstanding any transfer of Shares on the
books of the Trust after the record date; or without fixing such record date
the Trustees may for any of such purposes close the register or transfer books
for all or any part of such period.
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ARTICLE 11
AMENDMENT TO THE BYLAWS
11.1 General. Except to the extent that the Declaration of Trust or
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applicable law requires a vote or consent of Shareholders or a higher vote or
consent by the Trustees and/or the Continuing Trustees, these Bylaws may be
amended, changed, altered or repealed, in whole or part, only by resolution of
a majority of the Trustees and a majority of the Continuing Trustees then in
office at any meeting of the Trustees, or by one or more writings signed by
such Trustees and Continuing Trustees.
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