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Title: |
Additional Compensation Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
19KB total |
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Price: |
$37 |
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ID: |
#2711075 |
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ADDITIONAL COMPENSATION AGREEMENT
ADDITIONAL COMPENSATION AGREEMENT (the Agreement), dated as of February [ ], 2007, between [ ] ([ ]) and Allianz Global Investors Fund Management LLC (Allianz).
WHEREAS, Nicholas-Applegate Equity & Convertible Income Fund (including any successor by merger or otherwise, the Fund) is a newly organized, diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), and its common shares of beneficial interest (the Common Shares) are registered under the Securities Act of 1933, as amended;
WHEREAS, Allianz is the investment adviser of the Fund;
WHEREAS, [ ] is acting as co-lead underwriter in an offering of the Funds Common Shares;
WHEREAS, Allianz desires to provide additional compensation to [ ] for acting as lead underwriter in an offering of the Funds Common Shares; and
WHEREAS, Allianz desires to retain [ ] to provide after-market support services designed to maintain the visibility of the Fund on an ongoing basis, and [ ] is willing to render such services;
NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the parties hereto agree as follows:
| 1. |
(a) Allianz hereby employs [ ], for the period and on the terms and conditions set forth herein, to provide the following services at the reasonable request of Allianz: |
| (1) | after-market support services designed to maintain the visibility of the Fund on an ongoing basis; |
| (2) | relevant information, studies or reports regarding general trends in the closed-end investment company and asset management industries, if reasonably obtainable, and consult with representatives of Allianz in connection therewith; and |
| (3) | information to and consult with Allianz with respect to applicable strategies designed to address market value discounts, if any. |
| (b) | At the request of Allianz, [ ] shall limit or cease any action or service provided hereunder to the extent and for the time period requested by Allianz; provided, however, that pending termination of this Agreement as provided for in Section 6 hereof, any such limitation or cessation shall not relieve Allianz of its payment obligations pursuant to Section 2 hereof. |
| (c) | [ ] will promptly notify Allianz if it learns of any material inaccuracy or misstatement in, or material omission from, any written information, as of the date such information was published, provided by [ ] to Allianz in connection with the performance of services by [ ] under this Agreement. |
| 2. |
Allianz shall pay [ ] a fee computed weekly and payable quarterly in arrears commencing [ ], 2007 at an annualized rate of [ ]% of the Funds average daily net assets, including assets attributable to the Funds preferred shares of beneficial interest that may be outstanding |
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and the principal amount of any borrowings (the Managed Assets) in respect of the Common Shares sold by [ ] for a term as described in Section 6 hereof; provided that the total amount of the fee hereunder shall not exceed [ ]% of the total price to the public of the Funds Common Shares offered by the Prospectus dated February [ ], 2007 (including all Underwritten Securities as such term is defined in the Underwriting Agreement, dated February [ ], 2007, by and among the Fund, Allianz and each of the underwriters named therein (the Underwriting Agreement)); and provided further that the sum of all compensation to the underwriters in connection with the public offering of the Funds Common Shares, including the sales load of $1.125 per Common Share, the payments described in this Section 2, the structuring fee payment to Citigroup Global Markets Inc. and any other additional compensation payments, and the amount of the expense reimbursement of $0.005 per Common Share payable by the Fund to the underwriters pursuant to the Underwriting Agreement, shall not exceed 9.0% of the total price of the Funds Common Shares offered by the Prospectus. All quarterly fees payable hereunder shall be paid to [ ] within 15 days following the end of each calendar quarter. |
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