ADDENDUM TO INVESTMENT ADVISORY AGREEMENT Allianz Funds 1633 Broadway New York, New York 10019 June 19, 2013
Exhibit (d)(1)(xxii)
ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
June 19, 2013
Allianz Global Investors Fund Management LLC
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
| RE: | AllianzGI Small-Cap Blend Fund |
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the “Trust”) and Allianz Global
Investors Fund Management LLC (the “Adviser”) as follows:
1. The Trust is an open-end management investment company organized as a Massachusetts
business trust and consisting of such separate investment portfolios as have been or may be
established by the Trustees of the Trust from time to time. AllianzGI Small-Cap Blend Fund (the
“Additional Fund”) is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into an Amended and Restated Investment Advisory
Agreement dated November 15, 1994, as further amended and restated as of May 5, 2000, and as
further amended or supplemented from time to time (the “Agreement”), pursuant to which the Trust
employs the Adviser to provide investment advisory and other services specified in the Agreement,
and the Adviser has accepted such employment.
3. As provided in paragraph 1 of the Agreement, the Trust hereby appoints the Adviser to serve
as Investment Adviser with respect to the Additional Fund, and the Adviser accepts such
appointment, the terms and conditions of such employment to be governed by the Agreement, which is
hereby incorporated herein by reference.
4. As provided in paragraph 9 of the Agreement and subject to further conditions set forth
therein, the Trust shall with respect to the Additional Fund pay the Adviser a monthly fee at the
following annual rate based upon the average daily net assets of the Additional Fund:
| Fund | Fee Rate | |||
AllianzGI Small Cap Blend |
0.65 | % | ||
5. This Addendum and the Agreement shall take effect with respect to the Additional Fund as of
the date hereof, and shall remain in effect, unless sooner terminated as provided in the Agreement
and herein, with respect to the Additional Fund for a period of two years following such date.
This Addendum and the Agreement shall continue thereafter on an annual basis with respect to the
Additional Fund provided that such continuance is specifically approved at least annually (a) by
vote of a majority of the Board of Trustees of the Trust, or (b) by vote of a majority of the
outstanding voting shares of the Additional Fund, and provided that continuance is also approved by
vote of a majority of the Board of Trustees of the Trust who are not parties to this Addendum or
the Agreement or “interested persons” (as defined in the Investment Company Act of 1940 and the
rules and regulations thereunder, as amended from time to time (the “1940 Act”)) of the Trust, or
the Adviser, cast in person at a meeting called for the purpose of voting on such approval. This
Addendum and the Agreement may not be materially amended with respect to the Additional Fund
without a majority vote of the outstanding voting shares (as defined in the 0000 Xxx) of the
Additional Fund.
However, any approval of this Addendum and the Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of the Additional Fund shall be effective to
continue the Addendum and the Agreement with respect to the Additional Fund notwithstanding (a)
that this Addendum and the Agreement have not been approved by the holders of a majority of the
outstanding shares of any other investment portfolio of the Trust or (b) that this Addendum and the
Agreement have not been approved by the vote of a majority of the outstanding shares of the Trust,
unless such approval shall be required by any other applicable law or otherwise. The Agreement
will terminate automatically with respect to the services provided by the Adviser in the event of
its assignment, as that term in defined in the 1940 Act, by the Adviser.
This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by the Adviser, without the
payment of any penalty, by vote of a majority of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting shares of the Trust or, with respect to the Additional Fund, by
vote of a majority of the outstanding voting shares of the Additional Fund, on 60 days’ written
notice to the Adviser;
(b) by the Adviser at any time, without the payment of any penalty, upon 60 days’ written
notice to the Trust.
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If the foregoing correctly sets forth the agreement between the Trust and the Adviser, please
so indicate by signing and returning to the Trust the enclosed copy hereof.
Very truly yours,
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | President | |||
ACCEPTED:
| Allianz Global Investors Fund Management LLC | ||||
By:
|
/s/ Xxxxx X. Xxxxxxxx
|
|||
| Title: Managing Director | ||||
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