exhibit k.2
ORGANIZATIONAL AND
OFFERING EXPENSES REIMBURSEMENT AGREEMENT
AGREEMENT made this day of February, 2005, by and between NFJ DIVIDEND,
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INTEREST & PREMIUM STRATEGY FUND, a Massachusetts business trust (the "Fund"),
and PA FUND MANAGEMENT LLC, a Delaware limited liability company (the
"Adviser").
WHEREAS, the Fund and the Adviser have separately entered into an
Investment Management Agreement dated February 15, 2005 (the "Management
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 pay (i) if the initial public offering occurs, the
amount by which the Fund's offering costs (other than the sales load, but
inclusive of the reimbursement of underwriter expenses of $.005 per share)
of the initial offering of common shares of beneficial interest of the Fund
("shares") exceed $0.05 per share and (ii) all of the Fund's organizational
expenses. The expenses for which the Fund is being reimbursed pursuant to
this Agreement do not include (x) Management Fees payable by the Fund
pursuant to the terms of the Management Agreement and (y) any sales load or
underwriting discount paid by shareholders, but do include any
reimbursement of expenses incurred by the Fund's underwriters in connection
with the initial public offering.
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, including any amendments
thereto, 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.
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IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
NFJ DIVIDEND, INTEREST & PREMIUM
STRATEGY FUND
By:
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
PA FUND MANAGEMENT LLC
By:
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Name: Xxxxxx Xxxxxx
Title: Managing Director and
Chief Operating Officer
Organizational and Expense Reimbursement Agreement Page 2 of 2
