Exhibit p.
PIMCO MUNICIPAL INCOME FUND II
Subscription Agreement
This Agreement made this 18th day of June, 2002, by and between PIMCO
Municipal Income Fund II, a Massachusetts business trust (the "Fund"), and PIMCO
Funds Advisors LLC, a Delaware limited liability company (the "Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on
business as a closed-end management investment company; and
WHEREAS, the Subscriber has been selected by the Fund's Board of
Trustees to serve as investment manager to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the
Fund wishes to sell to the Subscriber, 6,981 common shares of beneficial
interest, par value $0.00001 (the "Shares"), for a purchase price of $14.325 per
share;
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund
the Shares for a purchase price of $14.325 per Share and an aggregate purchase
price of $100,002.83. Subscriber agrees to make payment for the Shares at such
time as demand for payment may be made by an officer of the Fund.
2. The Fund agrees to issue and sell said Shares to Subscriber promptly
upon its receipt of the aggregate purchase price.
3. To induce the Fund to accept its subscription and issue the Shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the Shares being subscribed for have not been and will not
be registered under the Securities Act of 1933 (the "Securities Act"), or
registered or qualified under the securities laws of any state;
(b) That the Shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the representations
and agreements contained in this Subscription Agreement;
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(d) That when issued, the Shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and Regulations
under the Securities Act ("Rule 144") and cannot be sold or transferred by
Subscriber unless they are subsequently registered under the Securities Act or
unless an exemption from such registration is available; and
(e) That there do not appear to be any exemptions from the registration
provisions of the Securities Act available to the Subscriber for resale of the
Shares. In the future, certain exemptions may possibly become available,
including an exemption for limited sales in accordance with the conditions of
Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put the Subscriber on
notice as to restrictions on the transferability of the Shares.
4. To further induce the Fund to accept its subscription and issue the
Shares subscribed for, the Subscriber:
(a) Represents and warrants that the Shares subscribed for are being
and will be acquired for investment for its own account and not on behalf of any
other person or persons and not with a view to, or for sale in connection with,
any public distribution thereof; and
(b) Agrees that any certificates representing the Shares subscribed for
may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933 or any other federal or state securities law. These shares may not
be offered for sale, sold or otherwise transferred unless registered
under said securities laws or unless some exemption from registration
is available.
(c) Consents, as the sole holder of the Fund's common shares of
beneficial interest and pursuant to Section 23(b)(2) of the Investment Company
Act of 1940, to the issuance by the Fund of common shares of beneficial interest
at a price per share as set forth in the Underwriting Agreement relating to the
public offering of the common shares of beneficial interest of the Fund.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original.
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6. The Fund's Agreement and Declaration of Trust, as amended, is on file
with the Secretary of State of The Commonwealth of Massachusetts. This Agreement
is executed on behalf of the Fund by an officer or Trustee of the Fund as an
officer or Trustee, as the case may be, and not individually, and the
obligations imposed upon the Fund by this Subscription Agreement are not binding
upon any of the Fund's Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
PIMCO MUNICIPAL INCOME FUND II
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President and Secretary
PIMCO FUNDS ADVISORS LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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