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, a Massachusetts business trust (the
"Fund"), and ALLIANZ GLOBAL INVESTORS
U.S. LLC, a Delaware limited liability company
(the "Manager").
WITNESSETH:
That in consideration of the mutual
covenants herein contained, it is agreed as
follows :
1. SERVICES TO BE RENDERED BY
THE MANAGER TO THE FUND.
(a) Subject always to the control of the
Trustees of the Fund and to such policies as the
Trustees may determine, the Manager will, at its
expense, (i) furnish continuously an in vestment
program for the Fund and will make investment
decisions on behalf of the Fund and place all orders
for the purchase and sale of portfolio securities
and (ii) furnish office space and equipment,
provide bookkeeping and clerical services
(excluding determination of net asset value and
shareholder accounting services) and pay all salaries,
fees and expenses of officers and Trustees of the Fund
who are affiliated with the Manager. In the
performance of its duties, the Manager will comply
with the provisions of the Amended and Restated
Agreement and Declaration of Trust (the "Declaration
of Trust") and the Amended and Restated Bylaws
(the "Bylaws") of the Fund, each as amended or
restated from time to time, and the Fund's stated
investment objectives, policies and restrictions.
(b) In the selection of brokers or dealers
and the placing of orders for the purchase and sale
of portfolio investments for the Fund, the Manager
shall seek to obtain for the Fund the most favorable
price and execution available, except to the extent it
may be permitted to pay higher brokerage
commissions for brokerage and research services as
described below. In using its best efforts to obtain
for the Fund the most favorable price and execution
availa ble, the Manager, bearing in mind the Fund's
best interests at all times, shall consider all factors
it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the
market for the security, the amount of the
commission, the timing of the transaction taking
into account market prices and trends, the
reputation, experience and financial stability of the
broker or dealer involved and the quality of service
rendered by the broker or dealer in other
transactions.
Subject to such policies as the Trustees may
determine, the Manager shall not be deemed to
have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a
broker or dealer that provides brokerage and
research services to the Manager an amount of
commission for effecting a portfolio investment
transaction in excess of the amount of commission
another broker or dealer would have charged for
effecting that transaction, if the Manager
determines in good faith that such amount of
commission was reasonable in relation to the value
of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that
particular transaction or the Manager's overall
responsibilities with respect to the Fund and to
other clients of the Manager as to whic h the
Manager exercises investment discretion. The Fund
hereby agrees with the Manager and with any
Portfolio Manager selected by the Manager as
provided in Section l(c) hereof that any entity or
person associated with the Manager which is a
member of a national securities exchange is
authorized to effect any transaction on such
exchange for the account of the Fund which is
permitted by Section 11(a) of the Securities
Exchange Act of 1934 and the rules and regulations
thereunder, as amended from time to time (the
"1934 Act").
(c) Subject to the provisions of the
Declaration of Trust and Bylaws and the Investment
Company Act of 1940 and the rules and regulations
thereunder, as amended from time to time (the
"1940 Act"), the Manager, at its expense, may
select and contract with investment advisers (each, a
"Portfolio Manager") for the Fund. The Manager
shall retain any Portfolio Manager pursuant to a
portfolio management agreement the terms and
conditions of which are acceptable to the Fund. If
the Manager retains a Portfolio Manager hereunder,
then unless otherwise provided in the applicable
portfolio management agreement, the obligation of
the Manager under this Agreement with respect to
the Fund shall be, subject in any event to the control
of the Trustees of the Fund, to determine and
review with the Portfolio Manager the investment
policies of the Fund, and the Portfolio Manager
shall have the obligation of furnishing continuously
an investment program and making investment
decisions for the Fund (or with respect to a portion
of the Fund's assets managed by such Portfolio
Manager), adhering to
applicable investment objectives, policies and
restrictions. and placing all orders for the purchase
and sale of portfolio securities and other
investments for the Fund (or with respect to a
portion of the Fund's assets managed by such
Portfolio Manager), as applicable. The Manager
(and not the Fund) will compensate any Portfolio
Manager for its services to the Fund. Subject to the
provisions of the applicable portfolio management
agreement with the Portfolio Manager, the Manager
may terminate the services of any Portfolio
Manager at any time in its sole discretion, and shall
at such time assume the responsibilities of such
Portfolio Manager unless and until a successor
Portfolio Manager is selected.
(d) The Manager shall not be obligated to
pay any expenses of or for the Fund not expressly
assumed by the Manager pursuant to this Section 1
other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the
shareholders, Trustees, officers and employees of
the Fund may be a shareholder, partner, director,
officer or employee of, or be otherwise interested
in, the Manager, and in any person controlled by
or under common control with the Manager, and
that the Manager and any person controlled by or
under common control with the Manager may have
an interest in the Fund. It is also understood that
the Manager and persons controlled by or under
common control with the Manager have and may
have advisory, management service, distribution or
other contracts with other organizations and
persons, and may have other interests and
businesses.
3. COMPENSATION TO BE PAID BY
THE FUND TO THE MANAGER.
The Fund will pay t the Manager as
compensation for the Manager's services rendered,
for the facilities furnished and for the expenses
borne by the Manager pursuant to Section 1, a fee,
computed and paid monthly, at the annual rate of
1.25% of the average daily managed assets of the
Fund. For purposes of this Section 3, "managed
assets" means the total assets of the Fund
(including assets attributable to any borrowings,
issued debt securities or preferred shares that may
be outstanding, reverse repurchase agreements and
dollar rolls) minus accrued liabilities (other than
liabilities representing borrowings, issued debt
securities, reverse repurchase agreements and
dollar rolls). For purposes of calculating "managed
assets," the liquidation preference of any preferred
shares outstanding shall not be considered a
liability. By way of clarification, with respect to
any reverse repurchase agreement, dollar roll or
similar transaction, "managed assets" includes any
proceeds from the sale of an asset of the Fund to a
counterparty in such a transaction, in addition to
the value of the underlying asset as of the relevant
measuring date. The average daily managed assets
of the Fund shall be determined by taking an
average of all of the determinations of such amount
during such month at the close of business on each
business day during such month while this
Agreement is in effect. Such fee shall be payable
for each month within five (5) business days after
the end of such month.
In the event that the Manager has agreed to
a fee waiver or an expense limitation or
reimbursement arrangement with the Fund, subject
to such terms and conditions as the Manager and
the Fund may set forth in such agreement, the
compensation due the Manager hereunder shall be
reduced, and, if necessary, the Manager shall bear
expenses with respect to the Fund, to the extent
required by such fee waiver or expense limitation
or reimbursement arrangement.
If the Manager shall serve for less than the
whole of a month, the foregoing compensation shall
be prorated.
4. ASSIGNMEN T TERMINATES THIS
AGREEMENT ; AMENDMENTS OF
THIS AGREEMENT.
This Agreement shall automatically
terminate, without the payment of any penalty, in
the event of its assignment; and this Agreement
shall not be amended as to the Fund unless such
amendment is approved at a meeting by the
affirmative vote of a majority of the outstanding
shares of the Fund (except if such sharehoIder
approval is not required by the 1940 Act, giving
effect to any interpretations of or exemptive relief
granted by the Securities and Exchange
Commission (the "SEC") and/or its staff), and by
the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority
of the Trustees of the Fund who are not interested
persons of the Fund or of the Manager or of any
Portfolio Manager of the Fund.
5. EFFECTIVE PERIOD AND
TERMINATION OF THIS
AGREEMENT.
This Agreement shall become effective
upon its execution, and shall remain in full force
and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in
Section 4) until terminated as follows:
(a) Either party hereto may at any
time terminate this Agreement by not more
than sixty days' written notice delivered or
mailed by registered mail, postage prepaid,
to the other party, or
(b) If (i) the Trustees of the Fund or
the shareholders by the affirmative vote of a
majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of
the Fund who are not interested persons of
the Fund or of the Manager or any Portfolio
Manager, by vote cast in person at a
meeting called for the purpose of voting on
such
approval, do not specifically approve at
least annually the continuance of this
Agreement, then this Agreement shall
automatically terminate at the close of
business on the second anniversary of its
execution, or upon the expiration of one
year from the effective date of
the last such continuance, whichever is
later; provided, however, that if the
continuance of this Agreement is submitted
to the shareholders of the Fund for their
approval and such shareholders fail to
approve such continuance of this
Agreement as provided herein, the Manager
may continue to serve hereunder in a
manner consistent with the 1940 Act.
Action by the Fund under (a) above may be
taken either (i) by vote of a majority of its Trustees,
or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Agreement pursuant to
this Section 5 shall be without the payment of any
penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the
"affirmative vote of a majority of the outstanding
shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders
of 67% or more of the shares of the Fund present
(in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at
such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at
such meeting, whichever is less.
For the purposes of this Agreement, the
terms "affiliated person," "control," "interested
person," "investment adviser" and "assignment"
shall have their respective meanings defined in the
1940 Act, giving effect to any interpretations of or
exemptive relief granted by the SEC and/or its
staff; the term "specifically approve at least
annually" shall be construed in a manner consistent
with the 1940 Act, giving effect to any
interpretations of or exemptive relief granted by the
SEC and/or its staff; and the term "brokerage and
research services" shall have the meaning given in
the 1934 Act, giving effect to any interpretations of
or exemptive relief granted by the SEC and/or its
staff.
7. NONLIABILITY OF MANAGER.
Notwithstanding any other provisions of
this Agreement, in the absence of willful
misfeasance, bad faith or gross negligence on the
part of the Manager, or reckless disregard of its
obligations and duties hereunder, the Manager,
including its officers, directors, members,
shareholders, employees and partners, shall not be
subject to any liability to the Fund , or to any
shareholder, officer, director, partner, employee or
Trustee thereof, for any act or omission in the
course of, or connected with, rendering services
hereunde r.
8. LIMITATION OF LIABILITY OF THE
TRUSTEES AND SHAREHOLDERS.
A copy of the Declaration of Trust of the
Fund is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on
behalf of the Trustees of the Fund as Trustees and
not individually and that the obligations of this
instrument are not binding upon any of the Trustees
or shareholders individually but are binding only
upon the assets and property of the Fund.
9. USE OF NAMES AND LOGOS.
It is expressly understood that the names
"Allianz," "Allianz Global Investors U.S. LLC,"
"AllianzGI," "AGI" or any derivation thereof, or
any logo associated with those names, are the
valuable property of the Manager and its affiliates,
and that the Fund shall havl;! the limited right to
use such names (or derivations thereof or
associated logos) only so long as the Manager shall
consent and this Agreement shall remain in effect.
Upon reasonable notice from the Manager to the
Fund or upon termination of this Agreement, the
Fund shall forthwith cease to use such names (or
derivations thereof or associated logos) and shall
promptly amend its Declaration of Trust and other
public documents to change its name accordingly.
The covenants on the part of the Fund in this
Section 9 shall be binding upon it, its Trustees,
officers, stockholders, creditors and all other
persons claiming under or through it, and shall
survive the termination of this Agreement.
10. EXERCISE OF VOTING AND OTHER
RIGHTS
Unless otherwise instructed by the Trustees
of the Fund, the Manager shall have the
responsibility to exercise or procure the exercise of
any voting right attaching to investments of the
Fund in accordance with proxy voting policies
approved by the Fund. Unless otherwise determined
by the Trustees of the Fund and notified to the
Manager, the Manager shall have the responsibility
to exercise or procure the exercise of any rights of
the Fund with respect to any class action
proceedings or other legal action concerning
investments of the Fund.
11. MISCELLANEOUS.
This Agreement shall be governed by the
laws of the Commonwealth of Massachusetts,
provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act, the
Investment Advisers Act of 1940, or any rule or
order of the SEC thereunder, or the Commodity
Exchange Act, or any rule or order of the
Commodity Futures Trading Commission
thereunder.
(a) Exclusive jurisdiction over
any action, suit, or proceeding under, arising
out of, or relating to this Agreement shall lie
in the federal and state courts within the
Commonwealth of Massachusetts, and each
party hereby waives any objection it may
have at any time to the laying of venue of
any such proceedings brought in any such
courts, waives any claim that such
proceedings have been brought in an
inconvenient forum, and further waives the
right to object, with respect to such
proceedings, that any such court does not
have jurisdiction over that party.
(b) If any provision of this
Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be
affected thereby and, to this extent, the
provisions of this Agreement shall be
deemed to be
severable. To the extent that any provision
of this Agreement shall be held or made
invalid by a court decision, statute, rule or
otherwise with regard to any party,
hereunder, such provisions with respect to
other parties hereto shall not be affected
thereby.
(c) The captions in this
Agreement are included for convenience
only and in no way define any of the
provisions hereof or otherwise affect their
construction or effect.
(d) No person other than the
Fund and the Manager is a party to this
Agreement or shall be entitled to any right
or benefit arising under or in respect of this
Agreement; there are no third-party
beneficiaries of this Agreement. Without
limiting the generality of the foregoing,
nothing in this Agreement is intended to, or
shall be read to,
(i) create in any person other than the Fund
(including without limitation any
shareholder of the Fund) any direct,
indirect, derivative, or other rights against
the Manager, or (ii) create or give rise to
any duty or obligation on the part of the
Manager (including without limitation any
fiduciary duty) to any person other than the
Fund, all of which rights, benefits, duties,
and obligations are hereby expressly
excluded. If another fund or funds are
added to this Agreement, this provision
shall be interpreted to apply to each such
fund as it applies to the Fund, in each case
on a separate (and neither jointly nor joint
and several) basis with respect to the Fund
and each such other fund.
12. COUNTERPARTS.
This Agreement may be executed in one or
more counterparts, each of which shall be deemed
to be an original.
[Remainder of page
intentionally blank.]
IN WITNESS WHEREOF, ALLIANZGI
ARTIFICIAL INTELLIGENCE & TECHNOLOGY
OPPORTUNITIES FUND and ALLIANZ GLOBAL
INVESTORS U.S. LLC
have each caused this instrument to be signed in its
behalf by its duly authorized representative, all as of
the day and year first above written.
ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLO G PPORTUNITIE FUND
By:/S/ Xxxxxx
X. Xxxxxxxx
Name: Xxxxxx
X. Xxxxxxxx
Title:
President and
Chief Executive
Officer
By:/s/ Gem
Pushpaharan
Name: Gem
Pushpaharan
Title: Chief
Operating
Officer US
[AllianzGI Artificial Intelligence & Technology
Opportunities Fund - Investment Management Agreement]
