AllianzGI Convertible & Income 2024 Target Term Fund Sample Contracts

WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • May 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 5, 2014, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) 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 have accep

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WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • May 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of , , is by and between Wells Fargo Securities, LLC (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).

AllianzGI Convertible & Income 2024 Target Term Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST May 17, 2017
Agreement and Declaration of Trust • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

AGREEMENT AND DECLARATION OF TRUST made this 17th day of May, 2017, 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 21st day of March, 2017 for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories hereto, and making such other changes as the Trustees deemed necessary.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Investment Manager”) 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.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 27th, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This agreement is between Allianz Global Investors U.S. LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This agreement (the “Agreement”) is between Allianz Global Investors U.S. LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated [●], 2017, between the Fund, the Company, Wells Fargo Securities, LLC, and the underwriters named in Exhibit A thereto.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Company”) and each of the Underwriters named in Exhibit A thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 14th, 2021 • Virtus AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

THIS AGREEMENT, effective as of the 1st day of February, 2021 by and between Virtus AllianzGI Convertible & Income 2024 Target Term Fund, a Massachusetts business trust (the “Fund”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of July 1, 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”).

CUSTODIAN AGREEMENT
Custodian Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

This Agreement is made as of the 23rd day of January, 2017 and effective as of February 1, 2017, between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, the “Trust”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), and each of the Underwriters named in Exhibit 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 AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), 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.

FORM OF SALES INCENTIVE FEE AGREEMENT
Sales Contracts • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated June 27, 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), and each of the Underwriters named in Exhibit 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.

INVESTMENT MANAGEMENT AGREEMENT AllianzGI Convertible & Income 2024 Target Term Fund
Investment Management Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

This Investment Management Agreement is executed as of May 17, 2017 by and between ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Manager”).

ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND Subscription Agreement
Subscription Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This Subscription Agreement made as of May 9, 2017, by and between AllianzGI Convertible & Income 2024 Target Term Fund, a Massachusetts business trust (the “Fund”), and Allianz Asset Management of America L.P. (the “Subscriber”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 27th, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of June , 2017 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Allianz Global Investors U.S. LLC (the “Investment Manager”).

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

AGREEMENT made this 17th day of May, 2017, by and between ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Adviser”), and is acknowledged and agreed to by ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (“AGID”).

May 17, 2017 American Stock Transfer & Trust Company, LLC Operations Center
Transfer Agency and Registrar Services Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund
ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND Common Shares of Beneficial Interest Par Value $.00001 per Share UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York
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