EXHIBIT k.2
ORGANIZATIONAL AND
OFFERING EXPENSES REIMBURSEMENT AGREEMENT
AGREEMENT made this 16th day of July, 2003, by and between XXXXXXXX-
XXXXXXXXX CONVERTIBLE & INCOME FUND II, 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 July 16, 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 pay (i) if the initial public offering occurs, the
amount by which the Fund's offering costs (other than the sales load) of the
initial offering of common shares of beneficial interest of the Fund
("shares") exceed $0.03 per share and (ii) all of the Fund's organizational
expenses, provided that the Fund shall reimburse the Adviser for such
organizational expenses to the extent that the aggregate of all such
organizational expenses and offering costs (other than the sales load) does
not exceed $0.03 per share. 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.
XXXXXXXX-XXXXXXXXX CONVERTIBLE &
INCOME FUND II
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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