MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERSMaster Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to ha
AllianzGI Diversified Income & Convertible Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST April 20, 2015Agreement and Declaration of Trust • April 30th, 2015 • AllianzGI Diversified Income & Convertible Fund • Massachusetts
AGREEMENT AND DECLARATION OF TRUST made this 20th day of April, 2015, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided amending and restating the Agreement and Declaration of Trust made at Boston, Massachusetts the 10th day of March, 2015, as amended, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories hereto, establishing the Limited Term Provision (as defined below), and making such other changes as the Trustees deemed necessary.
ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND [NUMBER OF FIRM SHARES] Shares COMMON SHARES OF BENEFICIAL INTEREST (Par Value $.00001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
AllianzGI Diversified Income & Convertible Fund, a Massachusetts business trust (the “Fund”) and the Fund’s investment manager, Allianz Global Investors Fund Management LLC, a Delaware limited liability company (the “Investment Manager”) and its investment sub-adviser, Allianz Global Investors U.S. LLC, a Delaware limited liability company (the “Sub-Adviser” and together with the Investment Manager, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
CUSTODIAN AGREEMENTCustodian Agreement • May 21st, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
THIS AGREEMENT, dated as of , 20 , between [NAME OF FUND], a management investment company organized under the laws of the State of and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) (the Fund), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 30th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
Reference is made to the Underwriting Agreement dated May [●], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Investment Manager”), Allianz Global Investors U.S. LLC and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.00001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
THIRD AMENDED AND RESTATED BYLAWSAllianzGI Diversified Income & Convertible Fund • March 30th, 2016
INVESTMENT MANAGEMENT AGREEMENT AllianzGI Diversified Income & Convertible FundInvestment Management Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund
This Investment Management Agreement is executed as of May 15, 2015 by and between ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
PORTFOLIO MANAGEMENT AGREEMENT AllianzGI Diversified Income & Convertible FundPortfolio Management Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund
This Portfolio Management Agreement is executed as of May 15, 2015 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Portfolio Manager”).
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of , 2015 is entered into by and among each entity listed on Exhibit A hereto (collectively, the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
Reference is made to the Underwriting Agreement dated [•], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Investment Manager”), Allianz Global Investors U.S. LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Shares (as defined below) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of May [—], 2015 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Allianz Global Investors Fund Management LLC (the “Investment Manager”) .
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
Reference is made to the Underwriting Agreement dated [•], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”), Allianz Global Investors U.S. LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
Reference is made to the Underwriting Agreement dated [●], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”), Allianz Global Investors U.S. LLC, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.00001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND Subscription AgreementSubscription Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
This Subscription Agreement made as of April 12, 2015, by and between AllianzGI Diversified Income & Convertible Fund, a Massachusetts business trust (the “Fund”), and Allianz Asset Management of America L.P. (the “Subscriber”).
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • Massachusetts
AGREEMENT made this 15th day of May, 2015, by and between ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”), and is acknowledged and agreed to by ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (“AGID”) and ALLIANZ GLOBAL INVESTORS U.S. LLC (the “Sub-Adviser”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • May 21st, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
AGREEMENT made on April 4, 2012, as amended May 23, 2012 and January 4, 2013 and as further amended this 5th day of September, 2014, by and between Allianz Global Investors Distributors LLC, a Delaware limited liability company (“AGID”) and each of the investment companies listed on Appendix A hereto (each a “Fund” and, collectively, the “Funds”), in each case acting and agreeing with AGID severally and neither jointly nor jointly and severally with any other Fund.
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
Reference is made to the Underwriting Agreement dated [•], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”), Allianz Global Investors U.S. LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
