SUBSCRIPTION AGREEMENT
This Agreement is made as of the 10th day of October, 2002 between Xxxx
Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and
Xxxx Xxxxxxx Preferred Income Fund II, a Massachusetts business trust (the
"Trust").
WHEREAS, the Trust wishes to sell to the Adviser, and the Adviser
wishes to purchase from the Trust, $153,015 of common shares of beneficial
interest, no par value, of the Trust (6,409 common shares at a purchase price of
$23.875 per share (collectively, the "Shares")); and
WHEREAS, the Adviser is purchasing the Shares for the purpose of
providing the initial capitalization of the Trust as required by the Investment
Company Act of 1940;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, the Adviser is
delivering to the Trust a check in the amount of $153,015 in full
payment for the Shares.
2. The Adviser agrees that it is purchasing the Shares for investment
and has no present intention of reselling the Shares.
Executed as of the date first set forth above.
XXXX XXXXXXX ADVISERS, LLC
/s/ Xxxxxxx X. Xxxx
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By: Xxxxxxx X. Xxxx
Its: Chairman, President and
Chief Executive Officer
XXXX XXXXXXX PREFERRED INCOME FUND II
/s/ Xxxxx X. Xxxxxx
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By: Xxxxx X. Xxxxxx
Its: Senior Vice President, Secretary and
Chief Legal Officer
