Nicholas-Applegate International & Premium Strategy Fund Sample Contracts

NICHOLAS-APPLEGATE INTERNATIONAL & PREMIUM STRATEGY FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST April 20, 2005
Agreement and Declaration of Trust • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund • Massachusetts

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 20th day of April, 2005, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Second Amended and Restated Agreement and Declaration of Trust made at Boston, Massachusetts the 23rd day of March, 2005, for the purposes of eliminating references to the sole initial trustee and making certain other technical changes.

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CUSTODIAN AGREEMENT
Custodian Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund • Massachusetts

This Agreement between NICHOLAS-APPLEGATE INTERNATIONAL & PREMIUM STRATEGY FUND, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

INVESTMENT MANAGEMENT AGREEMENT Nicholas-Applegate International & Premium Strategy Fund
Investment Management Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund

This Investment Management Agreement is executed as of April 20, 2005 by and between NICHOLAS-APPLEGATE INTERNATIONAL & PREMIUM STRATEGY FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).

PORTFOLIO MANAGEMENT AGREEMENT Nicholas-Applegate International & Premium Strategy Fund
Portfolio Management Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund

This Portfolio Management Agreement is executed as of April 20, 2005 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”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund

THIS AGREEMENT is made as of , 2005 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and NICHOLAS APPLEGATE INTERNATIONAL & PREMIUM STRATEGY FUND, a Massachusetts business trust (the “Fund”).

NICHOLAS-APPLEGATE INTERNATIONAL & PREMIUM STRATEGY FUND Subscription Agreement
Subscription Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund

This Agreement made as of April 20, 2005, by and between Nicholas-Applegate International & Premium Strategy Fund, a Massachusetts business trust (the “Fund”), and Allianz Global Investors of America L.P. (the “Subscriber”);

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund • New York

SHAREHOLDER SERVICING AGREEMENT (the “Agreement”), dated as of [ ], 2005, between Allianz Global Investors Fund Management LLC (“Allianz”) and UBS Securities LLC (“UBS Securities”).

ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund • New York
UBS Securities LLC Master Selected Dealers Agreement
Nicholas-Applegate International & Premium Strategy Fund • April 25th, 2005 • New York

This Agreement, as amended or supplemented by the Invitation, shall become binding with respect to our participation in an offering of securities described in an Invitation upon our acceptance thereof by telecopy, e-mail or telephone call (confirmed immediately in writing), or acceptance by our subscribing for securities (such an acceptance being hereinafter referred to as an “Acceptance”). If we have not previously executed this Agreement, by our Acceptance we shall be deemed to be signatories hereof with respect to the offering to which the Acceptance relates. To the extent that any terms contained in the Invitation are inconsistent with any provisions herein, such terms shall supersede any such provisions.

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational And • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund

AGREEMENT made this [ ] day of April, 2005, by and between NICHOLAS-APPLEGATE INTERNATIONAL & PREMIUM STRATEGY FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

UBS SECURITIES LLC Master Agreement Among Underwriters
Ubs Securities LLC Master Agreement • April 25th, 2005 • Nicholas-Applegate International & Premium Strategy Fund • New York

We hereby agree that this Master Agreement Among Underwriters (this “Agreement”) will apply to our participation in offerings of securities where you act as Manager or one of the Managers of the underwriting syndicate (including offerings subject to competitive bidding where you act as Representative of a group of bidders or purchasers). The issuer of the securities is referred to as the “Company”, the seller of any such securities other than the Company is referred to as the “Seller” and such securities are referred to as the “Securities”.

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