EXHIBIT k.2
ORGANIZATIONAL AND
OFFERING EXPENSES REIMBURSEMENT AGREEMENT
AGREEMENT made as of March 12, 2003, by and between XXXXXXXX-XXXXXXXXX
CONVERTIBLE & INCOME FUND, a Massachusetts business trust (the "Fund"), and
PIMCO ADVISORS 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 March 12, 2003 (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 reimburse the Fund for expenses incurred by the Fund
in connection with the organization of the Fund. The Adviser also agrees
that if the initial public offering occurs, the Adviser will bear the
amount by which the costs of the initial offering of common shares of
beneficial interest of the Fund ("shares") exceeds $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 and (ii) 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.
XXXXXXXX-XXXXXXXXX CONVERTIBLE &
INCOME FUND
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
PIMCO ADVISORS FUND MANAGEMENT
LLC
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Managing Director
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