AMENDED AND RESTATED DISTRIBUTION CONTRACT ALLIANZ FUNDS 1633 Broadway New York, New York 10019 October 10, 2013
Exhibit (e)(19)
AMENDED AND RESTATED DISTRIBUTION CONTRACT
October 10, 2013
Allianz Global Investors Distributors LLC
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the “Trust”) and you (the “Distributor”),
further amending and restating the Amended and Restated Distribution Contract dated February 17,
2012, as subsequently supplemented, between the Distributor and the Trust, as follows:
1. Description of Trust and Classes of Shares. The Trust is an open-end investment company which
presently has the following investment portfolios: AllianzGI Emerging Markets Opportunities Fund,
AllianzGI Focused Growth Fund, AllianzGI Global Commodity Equity Fund, AllianzGI Global Small-Cap
Fund, AllianzGI Income & Growth Fund, AllianzGI International Managed Volatility Fund, AllianzGI
Large-Cap Growth Fund, AllianzGI Mid-Cap Fund, AllianzGI Money Market Fund, AllianzGI NFJ All-Cap
Value Fund, AllianzGI NFJ Dividend Value Fund, AllianzGI NFJ International Value Fund, AllianzGI
NFJ Large-Cap Value Fund, AllianzGI NFJ Mid-Cap Value Fund, AllianzGI NFJ Small-Cap Value Fund,
AllianzGI Opportunity Fund, AllianzGI Small-Cap Blend Fund, AllianzGI Technology Fund, AllianzGI
U.S. Managed Volatility Fund and AllianzGI Wellness Fund (each a “Fund,” and collectively, the
“Funds”). Additional investment portfolios may be established in the future. This Contract shall
pertain to the Funds and to such additional investment portfolios as shall be designated in
Supplements or Addendums to this Contract, as further agreed between the Trust and the Distributor.
A separate series of shares of beneficial interest in the Trust is offered to investors with
respect to each Fund, and each Fund currently offers its shares with respect to up to ten classes:
Class A shares, Class B shares, Class C shares and Class R shares (together, the “Retail Classes”),
and Class D shares, Class P shares, Class R6 shares, Institutional Class shares, Institutional II
Class shares and Administrative Class shares. The Trust engages in the business of investing and
reinvesting the assets of the Funds in the manner and in accordance with the investment objectives
and restrictions specified in the Trust’s currently effective Prospectus or Prospectuses, and
Statement(s) of Additional Information (together, the “Prospectus”) relating to the Retail Classes,
Class D, Class P, Class R6, Institutional Class, Institutional II Class and Administrative Class
shares of the Funds included in the Trust’s Registration Statement, as amended from time to time
(the “Registration Statement”), as filed by the Trust under the Investment Company Act of 1940, as
amended (together with the rules and regulations
thereunder, the “1940 Act”) and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “1933 Act”). Copies of
the documents referred to in the preceding sentence have been furnished to the Distributor. Any
amendments to those documents shall be furnished to the Distributor promptly. The Trust has adopted
separate Distribution and Servicing Plans pursuant to Rule 12b-l under the 1940 Act with respect to
each of the Retail Classes (the “Retail Class Plans”), has adopted a Distribution and Servicing
plan, pursuant to Rule 12b-1, with respect to Class D shares (the “Class D Plan”), and has adopted
a Distribution Plan, pursuant to Rule 12b-1, with respect to the Administrative Class shares of the
Funds (the “Administrative Distribution Plan”). The Trust has also adopted an Administrative
Services Plan with respect to the Administrative Class shares of the Funds, in conformity with Rule
12b-1, as if the expenditures made thereunder were subject to Rule 12b-1, excepting the shareholder
voting rights under Rule 12b-1 (the “Administrative Services Plan,” and together with the Retail
Class Plans, the Class D Plan and the Administrative Distribution Plan, the “Plans”).
2. Appointment and Acceptance. The Trust hereby appoints the Distributor as a distributor of
shares of beneficial interest in the Trust (the “shares”) which may from time to time be registered
under the 1933 Act and as servicing agent of shareholders and shareholder accounts of the Trust,
and the Distributor hereby accepts such appointment in accordance with the terms and conditions set
forth herein. As the Trust’s agent, the Distributor shall, except to the extent provided in Section
4 hereof, be the exclusive distributor for the unsold portion of the shares.
3. Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as
principal, to sell shares of each Class of each Fund directly to the public against orders therefor
at the applicable public offering price as described below in the case of Class A shares, and at
net asset value in the case of Class B shares, Class C shares, Class D shares, Class R shares,
Class P shares, Class R6 shares, Institutional Class shares, Institutional II Class shares and
Administrative Class shares. For such purposes, the Distributor will have the right to purchase
shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a
Fund indirectly to the public through broker dealers who are members of the Financial Industry
Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing
agreements with the Distributor (“introducing brokers”), to broker dealers who are members of FINRA
and who have entered into selling agreements with the Distributor (“participating brokers”) or
through other financial intermediaries, in each case against orders therefor. The price for
introducing brokers, participating brokers and other financial intermediaries shall be, in the case
of Class A shares, the applicable public offering price less a concession to be determined by the
Distributor, which concession will not exceed the amount of the sales charge or underwriting
discount, if any, described below and, in the case of Class B shares, Class C shares, Class D
shares, Class R shares, Class P shares, Class R6 shares, Institutional Class shares, Institutional
II Class shares and Administrative Class shares, net asset value.
The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible investors as
described in the Prospectus. All orders through the Distributor shall be subject to acceptance and
confirmation by the Trust. The Trust shall have the right, at its election, to deliver either
shares issued upon original issue or treasury shares.
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Prior to the time of transfer of any shares by the Trust to, or on the order of, the Distributor or
any introducing broker, participating broker or other financial intermediary, the Distributor shall
pay or cause to be paid to the Trust or to its order an amount in New York clearing house funds
equal to the applicable net asset value of the shares. Upon receipt of registration instructions in
proper form, the Distributor will transmit or cause to be transmitted such instructions to the
Trust or its agent for registration of the shares purchased.
The public offering price of Class A shares will be the net asset value of such shares, plus any
applicable sales charge as set forth in the Prospectus. In no event will any applicable sales
charge or underwriting discount exceed the limitations on permissible sales loads imposed by
Section 22(b) of the 1940 Act and NASD Conduct Rule 2830(d) of FINRA, as either or both may be
amended from time to time and as interpreted by the Securities and Exchange Commission or other
regulatory authorities having jurisdiction from time to time, and in accordance with any exemptive
relief granted by the Securities and Exchange Commission.
On every sale, the Trust shall receive the net asset value of the shares. The net asset value of
the shares will be determined in the manner provided in the Fifth Amended and Restated Agreement
and Declaration of Trust (the “Declaration of Trust”) and the Fifth Amended and Restated By-laws of
the Trust, each as further amended or restated, as further clarified or supplemented by such
procedures as the Trust may from time to time adopt. In the case of Class A shares, the Distributor
may retain so much of any sales charge or underwriting discount as is not allowed by the
Distributor as a concession to dealers and such sales charge or underwriting discount shall be in
addition to the fee paid to the Distributor in respect of Class A shares, as described in Section 5
hereof.
4. Sales of Shares by the Trust. In addition to sales by the Distributor, the Trust reserves the
right to issue shares at any time directly to its shareholders as a stock dividend or stock split
or to sell shares to its shareholders or other persons at not less than net asset value to the
extent that the Trust, its officers, or other persons associated with the Trust participate in the
sale, or to the extent that the Trust or the transfer agent for its shares receive purchase
requests for shares.
5. Fees. For its services as servicing agent of a Fund’s Class A shareholders and Class A
shareholder accounts, the Trust shall pay the Distributor on behalf of the Fund a servicing fee at
the annual rate of 0.25% of the Fund’s average daily net assets (or, solely with respect to the
AllianzGI Money Market Fund, 0.10% of the Fund’s average daily net assets) attributable to its
Class A shares upon the terms and conditions set forth in the Distribution and Servicing Plan
attached as Exhibit A hereto, and as amended from time to time, and, for those Funds
subject to an initial sales charge, may retain so much of any sales charge or underwriting discount
as is not allowed by the Distributor as a concession to dealers, and shall receive any contingent
deferred sales charge as provided in Section 8 hereof. The servicing fees shall be accrued daily
and paid monthly to the Distributor as soon as practicable after the end of the calendar month in
which they accrue, but in any event within 5 business days following the last calendar day of each
month.
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For its services as distributor of a Fund’s Class B shares and as servicing agent of Class B
shareholders and Class B shareholder accounts, the Trust shall pay the Distributor on behalf of the
Fund a distribution fee at the annual rate of 0.75% of the Fund’s average daily net assets, and a
servicing fee at the annual rate of 0.25% of the Fund’s average daily net assets, attributable to
the Fund’s Class B shares upon the terms and conditions set forth in the Distribution and Servicing
Plan attached as Exhibit B hereto, as amended from time to time, and shall receive any
contingent deferred sales charge as provided in Section 8 hereof. The distribution and servicing
fees shall be accrued daily and paid monthly to the Distributor as soon as practicable after the
end of the calendar month in which they accrue, but in any event within 5 business days following
the last calendar day of each month.
For its services as distributor of a Fund’s Class C shares and as servicing agent of Class C
shareholders and Class C shareholder accounts, the Trust shall pay the Distributor on behalf of the
Fund a distribution fee at the annual rate of 0.75% of the Fund’s average daily net assets (except
with respect to the Class C shares of the AllianzGI Money Market Fund, which will not be subject to
a distribution fee), and a servicing fee at the annual rate of 0.25% of the Fund’s average daily
net assets (or, solely with respect to the AllianzGI Money Market Fund, 0.10% of the Fund’s average
daily net assets), attributable to the Fund’s Class C shares upon the terms and conditions set
forth in the Distribution and Servicing Plan attached as Exhibit C hereto, as amended from
time to time, and, for those Funds subject to an initial sales charge, may retain so much of any
sales charge or underwriting discount as is not allowed by the Distributor as a concession to
dealers, and shall receive any contingent deferred sales charge as provided in Section 8 hereof.
The distribution and servicing fees shall be accrued daily and paid monthly to the Distributor as
soon as practicable after the end of the calendar month in which they accrue, but in any event
within 5 business days following the last calendar day of each month.
For its services as servicing agent of Class D shareholders and Class D shareholder accounts, the
Trust shall pay the Distributor on behalf of the Fund a distribution and/or servicing fee at the
annual rate of 0.25% of the Fund’s average daily net assets attributable to the Fund’s Class D
shares upon the terms and conditions set forth in the Distribution and Servicing Plan attached as
Exhibit D hereto, as amended from time to time. The distribution and/or servicing fee shall
be accrued daily and paid monthly to the Distributor as soon as practicable after the end of the
calendar month in which it accrues, but in any event within 5 business days following the last
calendar day of each month.
For its services as distributor of a Fund’s Class R shares and as servicing agent of Class R
shareholders and Class R shareholder accounts, the Trust shall pay the Distributor on behalf of the
Fund a distribution fee at the annual rate of 0.25% of the Fund’s average daily net assets, and a
servicing fee at the annual rate of 0.25% of the Fund’s average daily net assets, attributable to
the Fund’s Class R shares upon the terms and conditions set forth in the Distribution and Servicing
Plan attached as Exhibit E hereto, as amended from time to time. The distribution and
servicing fees shall be accrued daily and paid monthly to the Distributor as soon as practicable
after the end of the calendar month in which they accrue, but in any event within 5 business days
following the last calendar day of each month.
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The Trust shall reimburse the Distributor at an annual rate not to exceed 0.25% of the Fund’s
average daily net assets attributable to its Administrative Class shares for payments made by the
Distributor to various financial intermediaries in connection with the distribution of
Administrative Class shares upon the terms and conditions set forth in the Administrative
Distribution Plan set forth as Exhibit F hereto.
The Distributor shall receive no compensation from the Trust for services as distributor of the
Institutional Class, Institutional II Class, Class P or Class R6 shares.
6. Reservation of Right Not to Sell. The Trust reserves the right to refuse at any time or times
to sell any of its shares for any reason deemed adequate by it.
7. Use of Sub-Agents; Non-exclusivity. The Distributor may employ such sub-agents, including one
or more participating brokers or introducing brokers, for the purposes of selling shares of the
Trust as the Distributor, in its sole discretion, shall deem advisable or desirable. The
Distributor may enter into similar arrangements with other issuers and, except to the extent
necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict
the right of the Distributor, or any affiliate of the Distributor, or any employee of the
Distributor, to engage in any other business or to devote time and attention to the management or
other aspects of any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or association.
8. Repurchase of Shares. The Distributor will act as agent for the Trust in connection with the
repurchase and redemption of shares by the Trust upon the terms and conditions set forth in the
Prospectus or as the Trust acting through its Trustees may otherwise direct. The Distributor may
employ such sub-agents, including one or more participating brokers or introducing brokers, for
such purposes as the Distributor, in its sole discretion, shall deem to be advisable or desirable.
Any contingent deferred sales charge imposed on repurchases and redemptions of Class A, Class B and
Class C shares upon the terms and conditions set forth in the Prospectus shall be paid to the
Distributor in addition to the fees with respect to Class A, Class B and Class C shares set forth
in Section 5 hereof. The Trust will take such steps as are commercially reasonable to track on a
share-by-share basis the aging of its shares for purposes of calculating any contingent deferred
sales charges and/or distribution fees.
9. Basis of Purchases and Sales of Shares. The Distributor’s obligation to sell shares hereunder
shall be on a best efforts basis only and the Distributor shall not be obligated to sell any
specific number of shares. Shares will be sold by the Distributor only against orders therefor. The
Distributor will not purchase shares from anyone other than the Trust except in accordance with
Section 8 hereof, and will not take “long” or “short” positions in shares contrary to any
applicable provisions of the Declaration of Trust.
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10. Rules of Securities Associations, etc. As the Trust’s agent, the Distributor may sell and
distribute shares in such manner not inconsistent with the provisions hereof and the Trust’s
Prospectus as the Distributor may determine from time to time. In this connection, the Distributor
shall comply with all laws, rules and regulations applicable to it, including, without limiting the
generality of the foregoing, all applicable rules or regulations under the 1940 Act and of any
securities association registered under the Securities Exchange Act of 1934, as amended (together
with the rules and regulations thereunder, the “1934 Act”). The Distributor will conform to the
NASD Conduct Rules of FINRA and the securities laws of any jurisdiction in which it sells, directly
or indirectly, any shares. The Distributor also agrees to furnish to the Trust sufficient copies of
any agreement or plans it intends to use in connection with any sales of shares in adequate time
for the Trust to file and clear them with the proper authorities before they are put in use, and
not to use them until so filed and cleared.
11. Independent Contractor. The Distributor shall be an independent contractor and neither the
Distributor nor any of its officers or employees as such, is or shall be an employee of the Trust.
The Distributor is responsible for its own conduct and the employment, control and conduct of its
agents and employees and for injury to such agents or employees or to others through its agents or
employees. The Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
12. Registration and Qualification of Shares. The Trust agrees to execute such papers and to do
such acts and things as shall from time to time be reasonably requested by the Distributor for the
purpose of qualifying and maintaining qualification of the shares for sale under the so-called
“Blue Sky” Laws of any state or for maintaining the registration of each Fund of the Trust and the
Trust under the 1933 Act and the 1940 Act, to the end that there will be available for sale from
time to time such number of shares as the Distributor may reasonably be expected to sell. The Trust
shall advise the Distributor promptly of (a) any action of the Securities and Exchange Commission
or any authorities of any state or territory, of which it may be advised, affecting registration or
qualification of the Trust, a Fund or the shares thereof, or rights to offer such shares for sale
and (b) the happening of any event which makes untrue any statement or which requires the making of
any change in the Registration Statement or Prospectus in order to make the statements therein not
misleading.
13. Securities Transactions. The Trust agrees that the Distributor may effect a transaction on any
national securities exchange of which it is a member for the account of the Trust and any Fund of
the Trust which is permitted by Section 11(a) of the 1934 Act.
14. Expenses.
| (a) | The Distributor shall from time to time employ or associate with it such persons as it believes necessary to assist it in carrying out its obligations under this Contract. The compensation of such persons shall be paid by the Distributor. |
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| (b) | The Distributor shall pay all expenses incurred in connection with its qualification as a dealer or broker under Federal or state law. | ||
| (c) | The Distributor will pay all expenses of preparing, printing and distributing advertising and sales literature as such expenses relate to Retail Class shares (apart from expenses of registering shares under the 1933 Act and the 1940 Act and the preparation and printing of prospectuses and reports for shareholders as required by said Acts and the direct expenses of the issue of shares, except that the Distributor will pay the cost of the preparation and printing of prospectuses and shareholders’ reports used by it in the sale of Trust shares). The Trust may enter into arrangements with affiliates of the Distributor providing for the payment by such affiliates of some or all of these expenses as they relate to Class D, Class P, Class R6, Institutional Class, Institutional II Class and/or Administrative Class shares. | ||
| (d) | The Trust shall pay or cause to be paid all expenses incurred in connection with (i) the preparation, printing and distribution to shareholders of the Prospectus and reports and other communications to existing shareholders, (ii) future registrations of shares under the 1933 Act and the 1940 Act, (iii) amendments of the Registration Statement subsequent to the initial public offering of shares, (iv) qualification of shares for sale in jurisdictions designated by the Distributor, including under the securities or so-called “Blue Sky” laws of any State, (v) qualification of the Trust as a dealer or broker under the laws of jurisdictions designated by the Distributor, (vi) qualification of the Trust as a foreign corporation authorized to do business in any jurisdiction if the Distributor determines that such qualification is necessary or desirable for the purpose of facilitating sales of shares, (vii) maintaining facilities for the issue and transfer of shares, (viii) supplying information, prices and other data to be furnished by the Trust under this Contract, (ix) any expenses assumed by the Trust with regard to shares of each Retail Class of each Fund pursuant to the Retail Class Plan applicable to that class, (x) any expenses assumed by the Trust with regard to the Class D shares of each Fund pursuant to the Class D Plan, (xi) any expenses assumed by the Trust with regard to the Administrative Class shares of each Fund pursuant to the Administrative Distribution Plan and (xii) any expenses assumed by the Trust with regard to the Administrative Class shares of each Fund pursuant to the Administrative Services Plan. | ||
| (e) | The Trust shall pay any original issue taxes or transfer taxes applicable to the sale or delivery of shares or certificates therefor. |
15. Indemnification of Distributor. The Trust shall prepare and furnish to the Distributor from
time to time such number of copies of the most recent form of the Prospectus filed with the
Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes
the Distributor to use the Prospectus, in the form furnished to the Distributor from
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time to time, in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the
Distributor, its officers and trustees and any person who controls the Distributor within the
meaning of the 1933 Act, from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its officers and trustees or
any such controlling person may incur under the 1933 Act, the 1940 Act, the common law or
otherwise, arising out of or based upon any alleged untrue statement of a material fact contained
in the Registration Statement or the Prospectus or arising out of or based upon any alleged
omission to state a material fact required to be stated in either or necessary to make the
statements in either not misleading. This Contract shall not be construed to protect the
Distributor against any liability to the Trust or its shareholders to which the Distributor would
otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its obligations and duties
under this Contract. This indemnity agreement is expressly conditioned upon the Trust being
notified of any action brought against the Distributor, its officers or directors or any such
controlling person, which notification shall be given by letter or by telegram addressed to the
Trust at its principal office in New York, New York, and sent to the Trust by the person against
whom such action is brought within 10 days after the summons or other first legal process shall
have been served. The failure to notify the Trust of any such action shall not relieve the Trust
from any liability which it may have to the person against whom such action is brought by reason of
any such alleged untrue statement or omission otherwise than on account of the indemnity agreement
contained in this Section 15. The Trust shall be entitled to assume the defense of any suit brought
to enforce any such claim, demand or liability, but, in such case, the defense shall be conducted
by counsel chosen by the Trust and approved by the Distributor. If the Trust elects to assume the
defense of any such suit and retain counsel approved by the Distributor, the defendant or
defendants in such suit shall bear the fees and expenses of any additional counsel retained by any
of them, but in case the Trust does not elect to assume the defense of any such suit, or in the
case the Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse the
Distributor, its officers and directors or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by the Distributor or
them. In addition, the Distributor shall have the right to employ counsel to represent it, its
officers and directors and any such controlling person who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the Distributor against the Trust
hereunder if in the reasonable judgment of the Distributor it is advisable for the Distributor, its
officers and directors or such controlling person to be represented by separate counsel, in which
event the fees and expenses of such separate counsel shall be borne by the Trust. This indemnity
agreement and the Trust’s representations and warranties in this Contract shall remain operative
and in full force and effect regardless of any investigation made by or on behalf of the
Distributor, its officers and directors or any such controlling person. This indemnity agreement
shall inure exclusively to the benefit of the Distributor and its successors, the Distributor’s
officers and directors and their respective estates and any such controlling persons and their
successors and estates. The Trust shall promptly notify the Distributor of the commencement of any
litigation or proceedings against it in connection with the issue and sale of any shares.
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16. Indemnification of Trust. The Distributor agrees to indemnify, defend and hold harmless the
Trust, its officers and Trustees and any person who controls the Trust within the meaning of the
1933 Act, from and against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling
person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the
extent that such liability or expense incurred by the Trust, its officers or Trustees or such
controlling person resulting from such claims or demands shall arise out of or be based upon (a)
any alleged untrue statement of a material fact contained in information furnished in writing by
the Distributor to the Trust specifically for use in the Registration Statement or the Prospectus
or shall arise out of or be based upon any alleged omission to state a material fact in connection
with such information required to be stated in the Registration Statement or the Prospectus or
necessary to make such information not misleading, (b) any alleged act or omission on the
Distributor’s part as the Trust’s agent that has not been expressly authorized by the Trust in
writing, and (c) any claim, action, suit or proceeding which arises out of or is alleged to arise
out of the Distributor’s failure to exercise reasonable care and diligence with respect to its
services rendered in connection with investment, reinvestment, employee benefit and other plans for
shares. The foregoing rights of indemnification shall be in addition to any other rights to which
the Trust or a Trustee may be entitled as a matter of law. This indemnity agreement is expressly
conditioned upon the Distributor being notified of any action brought against the Trust, its
officers or Trustees or any such controlling person, which notification shall be given by letter or
telegram addressed to the Distributor at its principal office in New York, New York, and sent to
the Distributor by the person against whom such action is brought, within 10 days after the summons
or other first legal process shall have been served. The failure to notify the Distributor of any
such action shall not relieve the Distributor from any liability which it may have to the Trust,
its officers or Trustees or such controlling person by reason of any alleged misstatement,
omission, act or failure on the Distributor’s part otherwise than on account of the indemnity
agreement contained in this Section 16. The Distributor shall have a right to control the defense
of such action with counsel of its own choosing and approved by the Trust if such action is based
solely upon such alleged misstatement, omission, act or failure on the Distributor’s part, and in
any other event the Trust, its officers and Trustees or such controlling person shall each have the
right to participate in the defense or preparation of the defense of any such action at their own
expense. If the Distributor elects to assume the defense of any such suit and retain counsel
approved by the Trust, the defendant or defendants in such suit shall bear the fees and expenses of
any additional counsel retained by any of them, but in case the Distributor does not elect to
assume the defense of any such suit, or in the case the Trust does not approve of counsel chosen by
the Distributor, the Distributor will reimburse the Trust, its officers and Trustees or the
controlling person or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by the Trust or them. In addition, the Trust shall have the right
to employ counsel to represent it, its officers and Trustees and any such controlling person who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by
the Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is
advisable for the Trust, its officers and Trustees or such controlling person to be represented by
separate counsel, in which event the fees and expense of such separate counsel shall be borne by
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the Distributor. This indemnity agreement and the Distributor’s representations and warranties in
this Contract shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Trust, its officers and Trustees or any such controlling person. This
indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the
Trust’s officers and Trustees and their respective estates and any such controlling persons and
their successors and estates. The Distributor shall promptly notify the Trust of the commencement
of any litigation or proceedings against it in connection with the issue and sale of any shares.
17. Assignment Terminates this Contract; Amendments of this Contract. This Contract shall
automatically terminate, without the payment of any penalty, in the event of its assignment. This
Contract may be amended only if such amendment be approved either by action of the Trustees of the
Trust or at a meeting of the shareholders of the Trust by the affirmative vote of a majority of the
outstanding shares of the Trust, and by a majority of the Trustees of the Trust who are not
interested persons of the Trust and who have no direct or indirect financial interest in the
operation of the Plans or this Contract by vote cast in person at a meeting called for the purpose
of voting on such approval.
18. Effective Period and Termination of this Contract. This Contract shall take effect upon the
date first above written and shall remain in full force and effect continuously as to a Fund and a
class of shares thereof (unless terminated automatically as set forth in Section 17 hereof) until
terminated:
| (a) | Either by such Fund or such class or the Distributor by not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party; or | ||
| (b) | Automatically as to any Fund or class thereof at the close of business one year from the date hereof, or upon the expiration of one year from the effective date of the last continuance of this Contract, whichever is later, if the continuance of this Contract is not specifically approved at least annually by the Trustees of the Trust or the shareholders of such Fund or such class by the affirmative vote of a majority of the outstanding shares of such Fund or such class, and by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plans or this Contract by vote cast in person at a meeting called for the purpose of voting on such approval. | ||
| Action by a Fund or a class thereof under (a) above may be taken either (i) by vote of the Trustees of the Trust, or (ii) by the affirmative vote of a majority of the outstanding shares of such Fund or such class. The requirement under (b) above that the continuance of this Contract be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act. |
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| Termination of this Contract pursuant to this Section 18 shall be without the payment of any penalty. | |||
| If this Contract is terminated or not renewed with respect to one or more Funds or classes thereof, it may continue in effect with respect to any Fund or any class thereof as to which it has not been terminated (or has been renewed). |
19. Limited Recourse. The Distributor hereby acknowledges that the Trust’s obligations hereunder
with respect to the distribution fee or servicing fee or contingent deferred sales charges payable
with respect to the shares of any Fund of the Trust or a particular class of shares of a Fund are
binding only on the assets and property belonging to such Fund or allocated to such class.
20. Certain Definitions. For the purposes of this Contract, 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 Trust, Fund or class, as the
case may be, 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 Trust, Fund or class, as the case may be,
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 Trust, Fund or class, as the case may be, entitled to
vote at such meeting, whichever is less.
For the purposes of this Contract, the terms “interested persons” and “assignment” shall have their
respective meanings defined in the 1940 Act, giving effect to any interpretations of or exemptive
relief granted by the Securities and Exchange Commission and/or its Staff. Certain other items
used herein that are not otherwise defined have the meaning given in the Trust’s Prospectus or
constituent agreements or documents of the Trust.
A copy of the Trust’s Fifth Amended and Restated Agreement and Declaration of Trust, as it may
further be amended or restated, 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 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 the Trust.
This agreement constitutes the entire understanding of the parties with respect to the subject
matter hereof and supersedes all prior and current understandings and agreements, whether written
or oral, with respect to such subject matter.
If the foregoing correctly sets forth the agreement between the Trust and the Distributor, please
so indicate by signing and returning to the Trust the enclosed copy hereof.
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| Very truly yours, | ||||||
| ALLIANZ FUNDS | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx
|
|||||
| Name: | Xxxxx X. Xxxxxxxx | |||||
| Title: | President | |||||
ACCEPTED:
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By: Name: |
/s/ Xxxx Xxxxxxx
|
|||
Title:
|
President |
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