NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND (formerly Nicholas- Applegate Equity & Income Capture Fund) AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST February 20, 2007Agreement and Declaration of Trust • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • Massachusetts
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this day of February, 2007, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Amended Agreement and Declaration of Trust made at Boston, Massachusetts the 18th day of January, 2007, for the purposes of eliminating references to the sole initial trustee and making certain other technical changes hereto.
CUSTODIAN AGREEMENTCustodian Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
THIS AGREEMENT, dated as of , 2007, between NICHOLAS APPLEGATE EQUITY & CONVERTIBLE INCOME FUND, a management investment company organized under the laws of the Commonwealth of Massachusetts and registered with the U.S. Securitie and Exchange Commission under the Investment Company Act of 1940 (“the 1940 Act”) (the Fund), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),
AMENDED AND RESTATED BYLAWS of NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND (Dated as of February 20, 2007)Bylaws • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund
PORTFOLIO MANAGEMENT AGREEMENT Nicholas-Applegate Equity & Convertible Income FundPortfolio Management Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund
This Portfolio Management Agreement is executed as of February , 2007 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), and NICHOLAS-APPLEGATE CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Portfolio Manager”).
NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND Common Shares of Beneficial Interest ($0.00001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
The undersigned, Nicholas-Applegate Equity & Convertible Income Fund, a Massachusetts business trust (the “Fund”) and Allianz Global Investors Fund Management LLC, a Delaware limited liability company (the “Investment Adviser”), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named in Schedule I hereto (the “Underwriters”). The Fund proposes to sell to the Underwriters shares of its common shares of beneficial interest, par value $0.00001 per share (the “Common Shares”) (said shares to be issued and sold by the Fund being hereinafter called the “Underwritten Securities”). The Fund also proposes to grant to the Underwriters an option to purchase up to additional Common Shares to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Unless otherwise stated, the term “you” as used herein means Citigroup Global Markets In
INVESTMENT MANAGEMENT AGREEMENT Nicholas-Applegate Equity & Convertible Income FundInvestment Management Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund
This Investment Management Agreement is executed as of February , 2007 by and between NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)Master Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo
TRANSFER AGENCY SERVICES AGREEMENTTransfer Agency Services Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund
THIS AGREEMENT is made as of , 2007 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and NICHOLAS APPLEGATE EQUITY & CONVERTIBLE INCOME FUND, a Massachusetts business trust (the “Fund”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
Agreement dated as of June 1, 2005 by and between Allianz Global Investors Fund Management, LLC, a Delaware limited liability company (the “Investment Manager”) and Brown Brothers Harriman & Co., a New York limited partnership company (the “Sub-Administrator”).
STRUCTURING FEE AGREEMENT February , 2007Structuring Fee Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
Reference is made to the Underwriting Agreement dated February , 2007 (the “Underwriting Agreement”), by and among Nicholas-Applegate Equity & Income Capture Fund (the “Fund”), Allianz Global Investors Fund Management LLC (“AGIFM”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND Subscription AgreementSubscription Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund
This Agreement made as of February 15, 2007, by and between Nicholas-Applegate Equity & Convertible Income Fund, a Massachusetts business trust (the “Fund”), and Allianz Global Investors of America L.P. (the “Subscriber”);
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund
AGREEMENT made this 20th day of February 2007, by and between NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
ACCOUNTING AGENCY AGREEMENTAccounting Agency Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
THIS ACCOUNTING AGENCY AGREEMENT is made as of , 2007 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Accounting Agent”), and NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND (the “Fund”).
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • February 21st, 2007 • Nicholas-Applegate Equity & Convertible Income Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of February [ ], 2007, between [ ] (“[ ]”) and Allianz Global Investors Fund Management LLC (“Allianz”).
