EXHIBIT x.
XXXXXXXX-XXXXXXXXX CONVERTIBLE & INCOME FUND II
Subscription Agreement
This Agreement made as of July 16, 2003, by and between Xxxxxxxx-Xxxxxxxxx
Convertible & Income Fund II, a Massachusetts business trust (the "Fund"), and
Allianz Dresdner Asset Management of America L.P. (the "Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business
as a closed-end management investment company; and
WHEREAS, the Subscriber is the parent company of PIMCO Advisors Fund
Management LLC, the investment manager to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund
wishes to sell to the Subscriber, 6,981 common shares of beneficial interest,
par value $0.00001 (the "Shares"), for a purchase price of $14.325 per share;
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund the
Shares for a purchase price of $14.325 per Share and an aggregate purchase price
of $100,002.83. Subscriber agrees to make payment for the Shares at such time as
demand for payment may be made by an officer of the Fund.
2. The Fund agrees to issue and sell said Shares to Subscriber promptly
upon its receipt of the aggregate purchase price.
3. To induce the Fund to accept its subscription and issue the Shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the Shares being subscribed for have not been and will not
be registered under the Securities Act of 1933 (the "Securities Act"), or
registered or qualified under the securities laws of any state;
(b) That the Shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the representations
and agreements contained in this Subscription Agreement;
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(d) That when issued, the Shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and Regulations
under the Securities Act ("Rule 144") and cannot be sold or transferred by
Subscriber unless they are subsequently registered under the Securities Act or
unless an exemption from such registration is available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber for
resale of the Shares. In the future, certain exemptions may possibly become
available, including an exemption for limited sales in accordance with the
conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put the Subscriber on
notice as to restrictions on the transferability of the Shares.
4. To further induce the Fund to accept its subscription and issue the
Shares subscribed for, the Subscriber:
(a) Represents and warrants that the Shares subscribed for are being
and will be acquired for investment for its own account and not on behalf of any
other person or persons and not with a view to, or for sale in connection with,
any public distribution thereof; and
(b) Agrees that any certificates representing the Shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933 or any other federal or state
securities law. These shares may not be offered for sale,
sold or otherwise transferred unless registered under said
securities laws or unless some exemption from registration
is available.
(c) Consents, as the sole holder of the Fund's common shares of
beneficial interest and pursuant to Section 23(b)(2) of the Investment Company
Act of 1940, to the issuance by the Fund of common shares of beneficial interest
at a price per share as set forth in the underwriting agreement relating to the
public offering of the common shares of beneficial interest of the Fund.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original.
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6. 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 an officer
or Trustee of the Fund as an officer or Trustee, as the case may be, and not
individually, and the obligations imposed upon the Fund by this Subscription
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, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
XXXXXXXX-XXXXXXXXX CONVERTIBLE & INCOME FUND II
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
ALLIANZ DRESDNER ASSET MANAGEMENT
OF AMERICA L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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