SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT Allianz Funds 1633 Broadway New York, NY 10019
Exhibit (h)(15)
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
June 19, 2013
Allianz Global Investors Fund Management LLC
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Allianz Funds, a Massachusetts business trust (the “Trust”) and Allianz Global Investors Fund
Management LLC, a Delaware limited liability company (the “Administrator”) entered into an Amended
and Restated Expense Limitation Agreement dated April 1, 2005 (the “A&R Agreement”), which amended
and restated in its entirety the Expense Limitation Agreement dated June 3, 1999 between the Trust
and the Administrator. This Second Amended and Restated Expense Limitation Agreement (the
“Agreement”), dated as of June 19, 2013, amends and restates the A&R Agreement in its entirety on
the following terms:
1. The Trust is an open-end management investment company that has multiple series and offers
multiple share classes (each, a “Class”). This Agreement shall cover those series of the Trust
listed on Schedule A hereto, together with each series that the Trust and the Administrator in the
future agree shall be covered by this Agreement (collectively, the “New Funds”), and each Class of
each New Fund.
2. Pursuant to an Amended and Restated Administration Agreement between the Trust and the
Administrator dated as of July 1, 2011 (as from time to time in effect, the “Administration
Agreement”), the Trust has retained or will retain the Administrator to provide or procure for the
Trust, each New Fund, and each New Fund’s shareholders, various administrative and related services
(including those provided by third-party service providers), in exchange for an administrative fee
on the terms set forth in the Administration Agreement.
3. With respect to each Class of each New Fund, as used in this Agreement:
(a) “Attributable Class Operating Expenses” means the New Fund’s actual operating
expenses attributable to the Class (expressed as a percentage of average daily net assets) prior to
any waiver, reduction or reimbursement by the Administrator under this Agreement;
(b) “Effective Class Operating Expenses” means the New Fund’s actual operating
expenses attributable to the Class (expressed as a percentage of average daily net assets),
after any waiver, reduction or reimbursement by the Administrator under this Agreement, or
under
any other agreement, including, without limitation, any advisory or administrative fee waiver
agreement;
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(c) “Subject Expenses” means the New Fund’s organizational expenses (including both
corporate organizational and initial offering expenses in connection with the launch of the New
Fund) as attributed to each Class of the New Fund (expressed as a percentage of average daily net
assets);
(d) “Subject Expenses Limit” means the sum of (i) the “ Total Annual Fund Operating
Expenses After Expense Reductions “ listed for the Class of the New Fund in the current prospectus
relating to the Class (or some similar term denoting the net expenses attributed to the Class by
calculating total annual operating expenses minus all waivers, reductions and reimbursements),
minus the “Acquired Fund Fees and Expenses” listed for the Class of the New Fund in such
prospectus, and (ii) .0049% (expressed as a percentage of average daily net assets); and
(e) “Annual Excess Amount” means the extent to which the annual Attributable Class
Operating Expenses of the Class for a fiscal year exceed the Subject Expenses Limit for that Class
due to Subject Expenses.
4. Each month, the Attributable Class Operating Expenses of each Class of each New Fund for
such month shall be annualized as of the last day of the month. Until the Expense Limitation
Expiration Date of such New Fund as specified in Schedule A, if such annualized
Attributable Class Operating Expenses exceed the Subject Expenses Limit of a Class, the
Administrator shall waive, reduce or reimburse the administrative fee it is entitled to receive
from that Class under the Administration Agreement for that month by the lesser of (i) an
amount such that the annualized Effective Class Operating Expenses of such Class for such month
equal the Subject Expenses Limit or (ii) the total Subject Expenses allocated to such Class for
such month.
5. Until the Recoupment Period Expiration Date of each New Fund as specified in Schedule
A, if in any month during which the Administration Agreement is in effect, the annualized
Attributable Class Operating Expenses of a particular Class of a New Fund are less than the Subject
Expenses Limit of such Class, the Administrator shall be entitled to reimbursement by such Class of
any or all administrative fees previously waived, reduced or reimbursed by the Administrator with
respect to that Class (the “Aggregate Class Reimbursement Amount”) pursuant to this Agreement and
not subsequently reimbursed to the Administrator pursuant to this paragraph during the previous
thirty-six (36) months, to the extent that the Attributable Class Operating Expenses of that Class
of the New Fund for such month plus the amount so reimbursed, when annualized, does not exceed the
Subject Expenses Limit of that Class; provided, however, that the amount of any
such reimbursement shall in no event exceed the Aggregate Class Reimbursement Amount of that Class
of the New Fund.
6. As necessary, and subject to any reimbursements made to the Administrator pursuant to this
Agreement, on or before the last day of the first month of each fiscal year of each New Fund, an
adjustment payment shall be made by the Administrator or the relevant Class of the New Fund such
that amount of the administrative fees waived, reduced or reimbursed by the
Administrator with respect to such Class of the New Fund during the previous fiscal year shall
equal the Annual Excess Amount, if any, for such previous fiscal year.
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7. This Agreement shall become effective on July 1, 2013, shall have an initial term through
June 30, 2014, and shall apply for each fiscal year thereafter so long as it is in effect.
Thereafter, this Agreement shall automatically renew for one-year terms unless the Administrator
provides written notice to the Trust at the above address of the termination of this Agreement,
which notice shall be received by the Trust at least thirty (30) days’ prior to the end of the
then-current term. In addition, this Agreement may be terminated by the Trust upon ninety (90)
days’ prior written notice to the Administrator at its principal place of business. The Agreement
shall terminate upon the termination of the Administration Agreement.
8. Nothing herein contained shall be deemed to require the Trust or the New Funds to take any
action contrary to the Trust’s Fifth Amended and Restated Agreement and Declaration of Trust, as
amended or supplemented from time to time (the “Declaration of Trust”) or Fifth Amended and
Restated Bylaws, as amended or supplemented from time to time (the “Bylaws”), or any applicable
statutory or regulatory requirement to which it is subject or by which it is bound, or that
relieves or deprives the Trust’s Board of Trustees of its responsibility for and control of the
conduct of the affairs of the Trust or the New Funds.
9. Any question of interpretation of any term or provision of this Agreement, including but
not limited to the administrative fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and provisions of the
Administration Agreement or the Investment Company Act of 1940, as amended and the rules and
regulations thereunder (the “1940 Act”), shall have the same meaning as and be resolved by
reference to such Administration Agreement and the 1940 Act, as applicable.
10. If any one or more of the provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions
shall not be affected thereby.
11. A copy of the Trust’s Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf
of the Trustees of the Trust as Trustees and not individually, and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of each New Fund.
[The rest of this page intentionally left blank.]
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If the foregoing correctly sets forth the agreement between the Trust and the Administrator,
please so indicate by signing and returning to the Administrator the enclosed copy hereof.
Very truly yours,
By:___________________________
Name: Xxxxx X. Xxxxxxxx
Title: President
Name: Xxxxx X. Xxxxxxxx
Title: President
ACCEPTED AND AGREED TO:
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
By:_________________________
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
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SCHEDULE A
(updated as of June 19, 2013)
(updated as of June 19, 2013)
New Funds
| Expense Limitation | Recoupment Period | |||
| Fund Name | Expiration Date | Expiration Date | ||
AllianzGI Small-Cap Blend Fund
|
6/30/14 | 6/30/17 |
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