AllianzGI Artificial Intelligence & Technology Opportunities Fund Sample Contracts

BOFA SECURITIES, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of May 13, 2019, is by and between BofA Securities, Inc. (“BofAS” 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 have accepted an AAU with respect to su

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AllianzGI Artificial Intelligence & Technology Opportunities Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST October 1, 2019
Agreement and Declaration of Trust • October 25th, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 1st day of October, 2019, 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 24th day of May, 2019 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.

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ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND [●] Shares COMMON SHARES OF BENEFICIAL INTEREST (Par Value $0.00001 per Share) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • September 16th, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York
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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated , 2019 (the “Underwriting Agreement”), by and among AllianzGI Artificial Intelligence & Technology Opportunities 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.

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AMENDED AND RESTATED BYLAWS of ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (Dated as of September 12, 2019)
Bylaws • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund
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BOFA SECURITIES, INC. MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 13, 2019, is by and between BofA Securities, Inc. (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).

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FORM OF STRUCTURING FEE AGREEMENT
Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities 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 Artificial Intelligence & Technology Opportunities Fund (the “Fund”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 14th, 2021 • Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund • Massachusetts

THIS AGREEMENT, effective as of the 26th day of February, 2021 by and between Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, a Massachusetts business trust (the “Fund”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

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TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities 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”).

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CUSTODIAN AGREEMENT
Custodian Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities 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”).

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 16th, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [●], 2019 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”) and Allianz Global Investors U.S. LLC (the “Investment Manager”).

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated , 2019 (the “Underwriting Agreement”), by and among AllianzGI Artificial Intelligence & Technology Opportunities Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), 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.

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated , 2019 (the “Underwriting Agreement”), by and among AllianzGI Artificial Intelligence & Technology Opportunities Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”) and each of the Underwriters named in Schedule A thereto, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated , 2019 (the “Underwriting Agreement”), by and among AllianzGI Artificial Intelligence & Technology Opportunities 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.

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FORM OF SALES INCENTIVE FEE AGREEMENT
Sales Contracts • October 25th, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among AllianzGI Artificial Intelligence & Technology Opportunities 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.

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INVESTMENT MANAGEMENT AGREEMENT AllianzGI Artificial Intelligence & Technology Opportunities Fund
Investment Management Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • Massachusetts

This Investment Management Agreement is executed as of October 1, 2019 by and between ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Manager”).

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FORM OF LETTER AGREEMENT TO THE CUSTODIAN AGREEMENT DATED JANUARY 23, 2017 October [ ], 2019 State Street Bank and Trust Company
Custodian Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund
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ALLIANZGI ARTIFICIAL INTELLIGENCE OPPORTUNITIES FUND Subscription Agreement
Subscription Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

This Subscription Agreement made as of August 26, 2019, by and between AllianzGI Artificial Intelligence Opportunities Fund, a Massachusetts business trust (the “Fund”), and Allianz Global Investors U.S. LLC (the “Subscriber”).

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INVESTMENT MANAGEMENT AGREEMENT AllianzGI Artificial Intelligence & Technology Opportunities Fu nd This Investment Management Agreement is executed as of October 1, 2019 by and between ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND,...
Investment Management Agreement • May 12th, 2020 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • Massachusetts
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October 1, 2019 American Stock Transfer & Trust Company, LLC Operations Center
Transfer Agency and Registrar Services Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York
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ORGANIZATIONAL AND OFFERING EXPENSES AGREEMENT
Organizational and Offering Expenses Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • Massachusetts

AGREEMENT made this 1st day of October, 2019, by and between ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES 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”).

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AMENDED AND RESTATED BYLAWS of ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (Dated as of September 12, 2019) ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.1 Principal Office of the Trust. The Trust may have...
Bylaws • May 12th, 2020 • AllianzGI Artificial Intelligence & Technology Opportunities Fund

AMENDED AND RESTATED BYLAWS of ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (Dated as of September 12, 2019) ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.1 Principal Office of the Trust. The Trust may have one or more principal offices within or outside of The Commonwealth of Massachusetts as the Trustees may determine or as they may authorize. 1.2 Agreement and Declaration of Trust. These Bylaws (the "Bylaws") shall be subject to the Agreement and Declaration of Trust, as amended or restated from time to time (the "Declaration of Trust"), of AllianzGI Artificial Intelligence & Technology Opportunities Fund, the Massachusetts business trust established by the Declaration of Trust (the "Trust"). Capitalized terms used in these Bylaws and not otherwise defined herein shall have the meanings given to such terms in the Declaration of Trust. ARTICLE 2 Meetings of Trustees 2.1 Regular Meetings. Regular meetings of the Trustees may be held without c

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AllianzGI Artificial Intelligence & Technology Opportunities Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST October 1, 2019 ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION...
Agreement and Declaration of Trust • May 12th, 2020 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • Massachusetts
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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated , 2019 (the “Underwriting Agreement”), by and among AllianzGI Artificial Intelligence & Technology Opportunities Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, 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.

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 23rd, 2019 • AllianzGI Artificial Intelligence & Technology Opportunities 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 Artificial Intelligence & Technology Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated , 2019, by and among the Fund, the Company and each of the underwriters named in Schedule A thereto.

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