6
As filed with the Securities and Exchange Commission on June 26, 2002
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1933 Act File No. 333-_____
1940 Act File No. 811-21076
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. ___
[_] Post-Effective Amendment No. ___
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 3
PIMCO Municipal Income Fund II
(Exact Name of Registrant as Specified in Declaration of Trust)
c/o PIMCO Funds Advisors LLC
1345 Avenue of the Americas
New York, New York 10105
(Address of Principal Executive Offices)
(Number, Street, City, State, Zip Code)
(212) 739-3502
(Registrant's Telephone Number, including Area Code)
Stephen J. Treadway
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, Connecticut 06902
(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)
Copies of Communications to:
Joseph B. Kittredge, Jr., Esq. Thomas A. Hale, Esq.
Ropes & Gray Skadden, Arps, Slate, Meagher & Flom (Illinois)
One International Place 333 West Wacker Drive
Boston, Massachusetts 02110 Chicago, Illinois 60606
Approximate Date of Proposed Public Offering:
Upon the effectiveness of this Registration Statement
---------------------------
If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]
It is proposed that this filing will become effective (check appropriate
box)
[_] when declared effective pursuant to section 8(c)
[X] immediately upon filing pursuant to Rule 462(b). This Registration
Statement is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933; the
Securities Act registration statement number of the earlier effective
registration statement for the same offering is 333-86282.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed Maximum Proposed Maximum
Amount Being Offering Price Per Aggregate Amount of
Title of Securities Being Registered Registered Unit Offering Price/1/ Registration Fee
------------------------------------ ------------ ------------------ ---------------- -------------------
Common Shares, par value $0.00001 8,075,000 Shares $ 15.00 $ 121,125,000 $ 11,143.50
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/1/ Estimated solely for the purpose of calculating the registration fee.
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EXPLANATORY NOTE
This Registration Statement is being filed to register additional Common
Shares of the Registrant pursuant to Rule 462(b) under the Securities Act of
1933. The contents of the Registration Statement on Form N-2 relating to the
same offering and all amendments thereto (File No. 333-86282), including the
prospectus and statement of additional information included therein and the
exhibits thereto (other than consents and opinions refiled herewith), declared
effective on June 25, 2002 are incorporated herein by reference.
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act were filed in Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 333-86282), as filed on June 25,
2002, and are incorporated herein by reference.
2. Exhibits:
a.1 Agreement and Declaration of Trust dated March 29, 2002. (1)
a.2 Amended and Restated Agreement and Declaration of Trust dated June 18,
2002. (2)
b.1 Bylaws of Registrant dated March 29, 2002. (1)
b.2 Amended and Restated Bylaws of Registrant dated June 18, 2002. (2)
c. None.
d.1 Article III (Shares) and Article V (Shareholders' Voting Powers and
Meetings) of the Amended and Restated Agreement and Declaration of
Trust. (2)
d.2 Article 10 (Shareholders' Voting Powers and Meetings) of the Amended and
Restated Bylaws of Registrant. (2)
d.3 Form of Share Certificate of the Common Shares. (2)
e. Terms and Conditions of Dividend Reinvestment Plan. (2)
f. None.
g.1 Investment Management Agreement between Registrant and PIMCO Funds
Advisors LLC dated June 18, 2002. (2)
g.2 Portfolio Management Agreement between PIMCO Funds Advisors LLC
and Pacific Investment Management Company LLC dated June 18, 2002. (2)
h.1 Form of Underwriting Agreement. (2)
h.2 Form of Master Selected Dealer Agreement. (2)
h.3 Form of Master Agreement Among Underwriters. (2)
h.4 Form of Additional Compensation Agreement. (2)
i. None.
j. Form of Custodian Agreement between Registrant and State Street Bank &
Trust Co. (2)
k.1 Form of Transfer Agency Services Agreement between Registrant and
PFPC Inc. (2)
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k.2 Organizational and Offering Expenses Reimbursement Agreement
between Registrant and PIMCO Funds Advisors LLC dated June 18, 2002.(2)
k.3 Fee Waiver Agreement between Registrant and PIMCO Funds Advisors LLC
dated June 18, 2002.(2)
k.4 Fee Waiver Agreement between PIMCO Funds Advisors LLC and Pacific
Investment Management Company LLC dated June 18, 2002.(2)
l. Opinion and consent of Ropes & Gray, filed herewith.
m. None.
n. Consent of PricewaterhouseCoopers LLP, filed herewith.
o. None.
p. Subscription Agreement of PIMCO Funds Advisors LLC dated
June 18, 2002.(2)
q. None.
r.1 Code of Ethics of Registrant dated June 18, 2002.(2)
r.2 Code of Ethics of PIMCO Funds Advisors LLC dated January 1, 2002.(2)
r.3 Code of Ethics of Pacific Investment Management Company LLC dated
December 31, 2001.(2)
s. Power of Attorney for each of Messrs. Belica, Connor, Dalessandro,
Kertess, and Sullivan.(2)
--------------------------
(1) Incorporated by reference to the Registrant's Initial Registration
Statement on Form N-2, File No. 333-86282, filed on April 15, 2002.
(2) Incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-2, File No. 333-86282,
filed on June 25, 2002.
C-2
Item 25: Marketing Arrangements
Incorporated by reference from Sections 3(p), 4(h), 5(i), 8 and 9 of
Exhibit h.1 of Item 24 and Sections 8, 9, and 15 of Exhibit h.3 of Item 24
of the Registrant's Registration Statement on Form N-2 (File No.
333-86282), as filed in Pre-Effective Amendment No. 2 to said Registration
Statement on June 25, 2002, and are incorporated herein by reference.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission Fees $ 80,144*
National Association of Securities Dealers, Inc. Fees 30,500*
Printing and engraving expenses 291,000*
Legal fees 219,000*
New York Stock Exchange listing fees 205,300*
Accounting expenses 12,000*
Transfer Agent fees 3,000*
Marketing expenses 45,000*
Miscellaneous expenses 5,200*
---------
Total 891,144*
PIMCO Funds Advisors LLC has agreed to pay the amount by which the
aggregate of all the Fund's organizational expenses and all offering
costs (other than the sales load) exceed $0.03 per share.
* Estimated expense. The expenses set forth above include the expenses
associated with the issuance and distribution of the Registrant's
common shares of beneficial interest whose offering was registered on
Registrant's Registration Statement on Form N-2 (File No. 333-86282).
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At June 25, 2002
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, par value $0.00001 1
Item 29: Indemnification
Reference is made to Article VIII, Sections 1 through 4, of the
Registrant's Amended and Restated Agreement and Declaration of Trust, which is
incorporated by reference from Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 333-86282), as filed on
June 25, 2002.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to the Trust's
Amended and Restated Agreement and Declaration of Trust, its Amended and
Restated Bylaws or otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and, therefore, is unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by trustees, officers or
controlling persons of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustees, officers or controlling
persons in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
C-3
Item 30: Business and Other Connections of Investment Adviser
Descriptions of the business of PIMCO Funds Advisors LLC, the Registrant's
investment manager, and Pacific Investment Management Company LLC, the
Registrant's portfolio manager, are set forth under the captions "Investment
Manager" and "Portfolio Manager" under "Management of the Fund" in both the
prospectus and Statement of Additional Information forming part of the
Registrant's Registration Statement on Form N-2, as amended (File No.
333-86282), and are incorporated herein by reference. The following sets forth
business and other connections of each director and executive officer (and
persons performing similar functions) of PIMCO Funds Advisors LLC and Pacific
Investment Management Company LLC.
PIMCO Funds Advisors LLC
1345 Avenue of the Americas
New York, NY 10105
Name Position with Advisor Other Connections
---------------- -------------------------- ------------------------------
Larry A. Altadonna Vice President
Andrew Bocko Senior Vice President and Senior Vice President,
Director of IT PIMCO Funds Advisors LLC,
Allianz Dresdner Asset
Management U.S. Equities LLC,
PIMCO Funds Advisors LLC,
Allianz Dresdner Asset
Management of America L.P.
Tim Clark Managing Director
Cindy Columbo Vice President
Patrick Coyne Vice President
David C. Flattum Managing Director, Managing Director, General
General Counsel Counsel and Head of Corporate
Functions, Allianz Dresdner
Asset Management of America
L.P., Managing Director,
Allianz Dresdner Asset
Management U.S. Equities LLC,
Allianz Hedge Fund Partners
Holding L.P., Nicholas
Applegate Capital Management
Holdings, PIMCO Advisory
Service Holdings, LLC
Derek Hayes Senior Vice President
Steve Jobe Senior Vice President
Alan Kwan Vice President
John C. Maney Executive Vice President Executive Vice President and
and Chief Financial Chief Financial Officer,
Allianz Dresdner Asset
Management of America L.P.,
Chief Financial Officer, PIMCO
Funds Advisors LLC, Allianz
Dresdner Asset Management U.S.
Equities LLC, Cadence Capital
Management LLC, NFJ Investment
Group L.P., OCE Distributors
LLC, OpCap Advisors LLC,
Oppenheimer Capital LLC,
Pacific Investment Management
Company LLC, PIMCO Allianz
Advisors LLC, PIMCO CD
Distributors LLC, PIMCO Equity
Advisors LLC, PIMCO Equity
Partners LLC, PIMCO Funds
Advertising Agency Inc., PIMCO
Funds Distributors LLC,
Allianz Private Client
Services LLC, StocksPLUS
Management Inc. and Value
Advisors LLC
Vinh T. Nguyen Vice President and Vice President and Controller,
Controller PIMCO Funds Advisors LLC,
Allianz Dresdner Asset
Management of America L.P.,
Allianz Dresdner Asset
Management U.S. Equities LLC,
Cadence Capital Management
LLC, NFJ Investment Group
L.P., OCE Distributors LLC,
OpCap Advisors LLC,
Oppenheimer Capital LLC,
Pacific Investment Management
Company LLC, PIMCO Allianz
Advisors LLC, PIMCO CD
Distributors LLC, PIMCO Equity
Advisors LLC,
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PIMCO Equity Partners LLC,
PIMCO Funds Advertising Agency
Inc., PIMCO Funds Distributors
LLC, Allianz Private Client
Services LLC, StocksPLUS
Management Inc. and Value
Advisors LLC
Francis C. Poli Executive Vice President, Chief Legal and Compliance
Director of Compliance Officer, PIMCO Funds Advisors
and Assistant Secretary LLC, Allianz Dresdner Asset
Management Of America L.P.,
Allianz Dresdner Asset
Management U.S. Equities LLC,
Allianz Hedge Fund Partners
L.P., Allianz Private Client
Services LLC, Cadence Capital
Management LLC, NFJ Investment
Group L.P., OCC Distributors
LLC, OpCap Advisors LLC,
Oppenheimer Capital LLC, PIMCO
Advisory Services Holdings
LLC, PIMCO Allianz Advisors
LLC, PIMCO CD Distributors
LLC, PIMCO Equity Advisors LLC
Bob Rokose Vice President and
Assistant Controller
Newton B. Schott, Jr. Managing Director, Vice President, PIMCO Allianz
Chief Legal Officer Advisors LLC, Executive Vice
and Secretary President, Chief Legal Officer
and Secretary, PIMCO Funds
Advertising Agency Inc., PIMCO
Funds Distributors LLC
Brian S. Shlissel Senior Vice President
Stewart A. Smith Vice President and Secretary, PIMCO Funds
Assistant Secretary Advisors LLC, Allianz Dresdner
Asset Management of America
L.P., Allianz Dresdner Asset
Management U.S. Equities LLC,
Alianz Hedge Fund Partners
L.P., Allianz Private Client
Services LLC, Cadence Capital
Management LLC, NFJ Investment
Group L.P., PIMCO Advisory
Services Holding LLC, PIMCO
Allianz Advisors, PIMCO CD
Distributors and PIMCO Equity
Advisors LLC, Assistant
Secretary, Oppenheimer Capital
LLC, OpCap Advisors and OCC
Distributors LLC
Stephen J. Treadway Managing Director and Chairman, President and Chief
Chief Executive Officer Executive Officer, PIMCO
Funds Advertising Agency
Inc.; Managing Director and
Chief Executive Officer,
PIMCO Funds Distributors LLC,
Managing Director, PIMCO
Allianz Advisors LLC,
Allianz Private Client
Services LLC, Allianz Dresdner
Asset Management of America
L.P.
James G. Ward Executive Vice President Executive Vice President,
and Director of Human Allianz Asset Management of
Resources America L.P., Director of
Human Resources, Allianz Asset
Management U.S. Equities LLC,
PIMCO Funds Distributors LLC
Michael B. Zuckerman Vice President
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Pacific Investment Management Company LLC
("PIMCO")
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660
Name Business and Other Connections
----------------------------- --------------------------------------------------
Arnold, Tammie J. Executive Vice President, PIMCO
Benz, William R. II Managing Director, Executive Committee Member,
PIMCO
Bhansali, Vineer Executive Vice President, PIMCO
Brynjolfsson, John B. Executive Vice President, PIMCO
Burns, R. Wesley Managing Director, PIMCO; President and Trustee of
PIMCO Funds and PIMCO Variable Insurance Trust;
President and Director of PIMCO Commercial
Mortgage Securities Trust, Inc.; Director, PIMCO
Funds: Global Investors Series plc and PIMCO
Global Advisors (Ireland) Limited
Cupps, Wendy W. Executive Vice President, PIMCO
Dialynas, Chris P. Managing Director, PIMCO
El-Erian, Mohamed A. Managing Director, PIMCO
Gross, William H. Managing Director and Executive Committee Member,
PIMCO; Director and Vice President, StocksPLUS
Management, Inc.; Senior Vice President of PIMCO
Funds and PIMCO Variable Insurance Trust
Hague, John L. Managing Director, PIMCO
Hally, Gordon C. Executive Vice President, PIMCO
Hamalainen, Pasi M. Managing Director, PIMCO
Harris, Brent R. Managing Director and Executive Committee Member,
PIMCO; Director and Vice President, StocksPLUS
Management, Inc.; Trustee and Chairman of PIMCO
Funds and PIMCO Variable Insurance Trust; Director
and Chairman, PIMCO Commercial Mortgage Securities
Trust, Inc.; Managing Director, PIMCO Specialty
Markets LLC
Hinman, David C. Executive Vice President, PIMCO
Hodge, Douglas M. Executive Vice President, PIMCO; Director,
PIMCO JAPAN LTD
Holden, Brent L. Managing Director, PIMCO
Isberg, Margaret E. Managing Director, PIMCO; Senior Vice President of
PIMCO Funds
Keller, James M. Managing Director, PIMCO
Kennedy, Raymond G. Managing Director, PIMCO
Loftus, John S. Managing Director, PIMCO; Senior Vice President of
PIMCO Funds; Vice President and Assistant
Secretary, StocksPLUS Management, Inc.
Mariappa, Sudesh N. Executive Vice President, PIMCO
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Mather, Scott A. Executive Vice President, PIMCO; Senior Vice
President, PIMCO Commercial Mortgage Securities
Trust, Inc.
McCray, Mark V. Executive Vice President, PIMCO
McCulley, Paul A. Managing Director, PIMCO
McDevitt, Joseph E. Executive Vice President, PIMCO; Director and
Chief Executive Officer, PIMCO Europe Ltd
Meiling, Dean S. Managing Director, PIMCO
Monsan, Kristen S. Executive Vice President, PIMCO
Muzzy, James F. Managing Director, PIMCO; Director and Vice
President, StocksPLUS Management, Inc.; Senior
Vice President, PIMCO Variable Insurance Trust;
Vice President of PIMCO Funds; Director, PIMCO
Europe Ltd., PIMCO JAPAN LTD., PIMCO Asia Pte
Ltd., PIMCO Australia Pty Ltd.
Otterbein, Thomas J. Executive Vice President, PIMCO
Phansalkar, Mohan V. Executive Vice President, Secretary and Chief
Legal Officer, PIMCO; Vice President and
Secretary, StocksPLUS Management, Inc.
Podlich, William F. Managing Director, PIMCO
Powers, William C. Managing Director and Executive Committee Member,
PIMCO; Senior Vice President, PIMCO Commercial
Mortgage Securities Trust, Inc.
Schmider, Ernest L. Managing Director, PIMCO
Simon, W. Scott Executive Vice President, PIMCO
Thomas, Lee R. Managing Director, PIMCO
Thompson, William S. Managing Director and Executive Committee Member,
PIMCO; Director and President, StocksPLUS
Management, Inc.; Senior Vice President of PIMCO
Variable Insurance Trust; Vice President of PIMCO
Funds and PIMCO Commercial Mortgage Securities
Trust, Inc.
Trosky, Benjamin L. Managing Director, PIMCO; Senior Vice President,
PIMCO Commercial Mortgage Securities Trust, Inc.
Weil, Richard M. Managing Director, Chief Operating Officer and
Executive Committee Member, PIMCO
Wood, George H. Executive Vice President, PIMCO
Wyman, Charles C. Executive Vice President, PIMCO
C-7
Item 31: Location of Accounts and Records
The account books and other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of State Street Bank &
Trust Co., 225 Franklin Street, Boston, MA 02110 and/or PFPC Inc., 400 Bellevue
Parkway, Wilmington, Delaware 19809.
Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its Common Shares
until it amends the prospectus filed herewith if (1) subsequent to the effective
date of its registration statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the registration
statement, or (2) the net asset value increases to an amount greater than its
net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant under Rule
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.
Notice
A copy of the Agreement and Declaration of Trust of PIMCO Municipal Income
Fund II (the "Fund"), together with all amendments thereto, is on file with the
Secretary of State of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Fund by any officer of
the Fund as an officer and not individually and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees of the
Fund or shareholders of the Fund individually, but are binding only upon the
assets and property of the Fund.
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and the State of New York on the
26th day of June, 2002.
PIMCO Municipal Income Fund II
/s/ Stephen J. Treadway
By: ---------------------------------
Stephen J. Treadway,
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ Stephen J. Treadway President June 26, 2002
---------------------------------
Stephen J. Treadway
Paul Belica* Trustee June 26, 2002
---------------------------------
Paul Belica
Robert E. Connor* Trustee June 26, 2002
---------------------------------
Robert E. Connor
John J. Dalessandro II* Trustee June 26, 2002
---------------------------------
John J. Dalessandro II
Hans W. Kertess* Trustee June 26, 2002
---------------------------------
Hans W. Kertess
R. Peter Sullivan III * Trustee June 26, 2002
---------------------------------
R. Peter Sullivan III
/s/ Brian S. Shlissel Treasurer and Principal June 26, 2002
--------------------------------- Financial and Accounting
Brian S. Shlissel Officer
*By: /s/ Stephen J. Treadway
------------------------
Stephen J. Treadway
Attorney-In-Fact
Date: June 26, 2002
INDEX TO EXHIBITS
Exhibit Exhibit Name
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l. Opinion and consent of Ropes & Gray.
n. Consent of PricewaterhouseCoopers LLP.