UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT TO RULE 23c-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Securities Act File No. 333-107594
Investment Company Act File No. 811-21338
NICHOLAS-APPLEGATE CONVERTIBLE & INCOME FUND II (NCZ or the Fund)
Name of Registrant
c/o
Allianz Global Investors Fund Management LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
Address of Principal Executive Office
The
undersigned registered closed-end investment company (the
Fund) hereby notifies the Securities and
Exchange Commission that it intends to redeem securities of which it is the issuer as set forth
below and in accordance with the requirements of Rule 23c-2 under the Investment Company Act of
1940, as amended, (the Act), and states that it is filing this notice with the Securities and
Exchange Commission, pursuant to relief granted by the staff of the Securities and Exchange
Commission, fewer than 30 days prior to the dates set for the
redemption listed below. Such redemptions remain subject to the
issuance of a formal notice of redemption, which will contain the
definitive terms and timetable of redemption.
(1) Title of class of securities to be redeemed:
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Auction Preferred Shares, Series A; |
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Auction Preferred Shares, Series B; |
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Auction Preferred Shares, Series C; |
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Auction Preferred Shares, Series D; and |
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Auction Preferred Shares, Series E (collectively, the
Preferred Shares). |
(2) Date on which the securities are to be redeemed:
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Auction Preferred Shares, Series A on October 28, 2008; |
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Auction Preferred Shares, Series B on October 29, 2008; |
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Auction Preferred Shares, Series C on October 30, 2008; |
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Auction Preferred Shares, Series D on October 31, 2008; and |
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Auction Preferred Shares, Series E on October 27,
2008. |
(3) Applicable provisions of the governing instrument pursuant to which the securities are to be
redeemed:
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The Preferred Shares are to be redeemed pursuant to
Section 11.4(a)(i) of Article 11 of the
Amended and Restated Bylaws of the Fund. |
(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:
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The Fund is partially redeeming its Preferred Shares on a pro rata basis by series. The
Depository Trust Company (DTC), holder of record of the Preferred Shares, determines how the
redemption 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. |
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Auction Preferred Shares, Series A: |
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840 shares |
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Auction Preferred Shares, Series B: |
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840 shares |
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Auction Preferred Shares, Series C: |
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840 shares |
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Auction Preferred Shares, Series D: |
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840 shares |
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Auction Preferred Shares, Series E: |
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840 shares |
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* * *
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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. |
SIGNATURE
Pursuant to Rule 23c-2 under the Act, the registrant has caused this notification to be duly
executed on its behalf in the City of New York, New York on the
9th day of October 2008.
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NICHOLAS-APPLEGATE CONVERTIBLE &
INCOME FUND II
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By: |
/s/
Thomas J. Fuccillo |
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Name: |
Thomas J. Fuccillo |
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Title: |
Chief Legal Officer |
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