Exhibit K.2
FORM OF
ORGANIZATIONAL AND
OFFERING EXPENSES REIMBURSEMENT AGREEMENT
AGREEMENT made this ____ day of June, 2001, by and between PIMCO Municipal
Income Fund, a Massachusetts business trust (the "Fund"), and PIMCO ADVISORS
L.P., a Delaware Limited Partnership (the "Adviser").
WHEREAS, the Fund and the Adviser have separately entered into an
Investment Management Agreement of even date herewith (the "Management
Agreement") and a Fee Waiver Agreement of even date herewith (the "Waiver
Agreement");
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Fund, it is hereby agreed by and between the parties hereto as
follows:
1. The Adviser agrees to reimburse the Fund for expenses incurred by the Fund in
connection with the organization of the Fund if the initial public offering
is not completed. The Adviser also agrees that if the initial public offering
occurs, the Adviser will bear the organizational expenses and the costs of
the initial offering of common shares of beneficial interest of the Fund
("shares") to the extent such organizational and offering expenses exceed
$0.03 per share. The expenses for which the Fund is being reimbursed pursuant
to this Agreement do not include (i) Management Fees payable by the Fund
pursuant to the terms of the Management Agreement, as such may be modified by
the Waiver Agreement, and (ii) any sales load or underwriting discount paid
by shareholders.
2. This Agreement may be terminated only by the vote of (a) the Board of
Trustees of the Fund, including the vote of the members of the Board who are
not "interested persons" of the Fund within the meaning of the Investment
Company Act of 1940, and (b) a majority of the outstanding voting securities
of the Fund.
3. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
4. The Fund's Agreement and Declaration of Trust is on file with the Secretary
of State of the Commonwealth of Massachusetts. This Agreement is executed on
behalf of the Fund by the Fund's officers as officers and not individually
and the obligations imposed upon the Fund by this Agreement are not binding
upon any of the Fund's Trustees, officers or shareholders individually but
are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
PIMCO Municipal Income Fund
By: ____________________________
Name:
Title:
Attest:__________________________
Name:
Title:
PIMCO ADVISORS L.P.
By: ____________________________
Name:
Title:
Attest:__________________________
Name:
Title: