EXHIBIT p
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
Subscription Agreement
This Agreement made as of February 15, 2005, by and between NFJ
Dividend, Interest & Premium Strategy Fund, a Massachusetts business trust (the
"Fund"), and Allianz Global Investors 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 PA 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, 4,189 common shares of beneficial
interest, par value $0.00001 (the "Shares"), for a purchase price of $23.875 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 $23.875 per Share and an aggregate
purchase price of $100,012.38. 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;
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(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 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.
NFJ DIVIDEND, INTEREST & PREMIUM
STRATEGY FUND
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer
ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
By: ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director and Chief
Financial Officer
