(1) | Title of class of securities to be redeemed: |
Auction Preferred Shares, Series A; Auction Preferred Shares, Series B; Auction Preferred Shares, Series C; Auction Preferred Shares, Series D; and Auction Preferred Shares, Series E (collectively, the Preferred Shares). |
(2) | Date on which the securities are to be redeemed: |
Auction Preferred Shares, Series A on December 30, 2008; Auction Preferred Shares, Series B on December 31, 2008; Auction Preferred Shares, Series C on December 26, 2008; Auction Preferred Shares, Series D on December 26, 2008; and Auction Preferred Shares, Series E on December 29, 2008. |
(3) | Applicable provisions of the governing instrument pursuant to which the securities are to be redeemed: |
The Preferred Shares are to be redeemed pursuant to Section 11.4(a)(ii) of Article 11 of the Third Amended and Restated Bylaws of the Fund (the Bylaws). |
(4) | If less than all the outstanding securities of a class or series are to be called or redeemed, the principal amount or number of shares and the basis upon which the securities to be called or redeemed are to be selected as follows: |
The Fund is partially redeeming its Preferred Shares on a pro rata basis among all series pursuant to Section 11.4(a)(ii) of Article 11 of the Bylaws. The Depository Trust Company (DTC), holder of record of the Preferred Shares, determines how the redemptions will be allocated among each participant broker-dealer |
account that holds Preferred Shares and each participant broker-dealer determines how to allocate each redemption among the beneficial holders of the Preferred Shares held by it. The procedures used by participant broker-dealers to allocate redeemed Preferred Shares among their clients may differ from each other and from the procedures used by DTC. |
Auction Preferred Shares, Series A: 528 shares Auction Preferred Shares, Series B: 528 shares Auction Preferred Shares, Series C: 528 shares Auction Preferred Shares, Series D: 528 shares Auction Preferred Shares, Series E: 528 shares |
Please note that this notice serves only to disclose a proposed redemption of each series of the Preferred Shares. The redemption of each series of Preferred Shares remains subject to certain conditions. |
Notice: The Funds Second Amended and Restated Agreement and Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. This instrument is executed on behalf of the Fund by an officer of the Fund as an officer of the Fund and not individually, and the obligations imposed upon the Fund by this instrument, if any, are not binding upon any of the Funds officers, Trustees or shareholders individually but are binding only upon the assets and property of the Fund. |
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND II |
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By: | /s/ Thomas J. Fuccillo | |||
Name: | Thomas J. Fuccillo | |||
Title: | Chief Legal Officer | |||