ADMINISTRATION AGREEMENT
Exhibit (h)(8)
ADMINISTRATION AGREEMENT, made this _____ day of ______________, 2011, between Allianz Funds
Multi-Strategy Trust (the “Trust”), a Massachusetts business trust, and Allianz Global Investors
Fund Management LLC (the “AGIFM”), a limited liability company organized under the laws of Delaware
(the “Agreement”).
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an
open-end management investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”);
WHEREAS, the Trust is authorized to issue shares of beneficial interest (“Shares”) in separate
series, with each such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Trust has established separate series, including the series as set forth in
Exhibit A (such series set forth in Exhibit A, the “Funds,” and each a “Fund”), and is authorized
to issue shares of beneficial interest (“Shares”) in each Fund;
WHEREAS, each Fund offers and has outstanding up to seven Classes of Shares: Institutional
Class, Administrative Class, Class P, Class A, Class C, Class D and Class R;
WHEREAS, each of the Funds was organized and in operation prior to the initial effective date
of this Agreement and is covered under the Trust’s existing Investment Management Agreement with
AGIFM (the “Investment Management Agreement”), in AGIFM’s capacity as investment manager of all of
the Trust’s series, including the Funds (those series of the Trust not covered under this
Agreement, the “Other Series”);
WHEREAS, pursuant to the Investment Management Agreement, the Administrator has provided both
investment advisory and administrative services to the Funds and the Other Series;
WHEREAS, as of the effective date of this Agreement, the Investment Management Agreement was
amended such that AGIFM will continue to provide investment advisory services to the Funds but will
not longer provide administrative services to the Funds under the Investment Management Agreement
(but will continue to provide both investment advisory and administrative services to the Other
Series under the Investment Management Agreement);
WHEREAS, the Trust and AGIFM wish to enter into this Agreement pursuant to which the AGIFM
will be retained (in such capacity, the “Administrator”) to (i) provide the Funds the
administrative services previously provided to the Funds under the Investment Management Agreement
and, in addition, (ii) provide or procure, at its own expense, various other administrative and
related services on behalf of the Funds (including custody, audit, legal, transfer agency,
sub-transfer agency and insurance services) not covered under the Investment Management Agreement,
including those provided by third-party service providers, under a so-called “unitary” or “all-in”
administrative fee structure;
WHEREAS, the Administrator is willing to furnish and/or to arrange for such services in the
manner and on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties agree as follows:
1. Appointment. The Trust hereby appoints Allianz Global Investors Fund Management LLC
as the Administrator with respect to the Funds to provide or procure the administrative and other
services with respect to the Funds for the period and on the terms set forth in this Agreement, as
amended or supplemented from time to time. The Administrator accepts such appointment and agrees
during such period to render or procure, as applicable, the services herein set forth for the
compensation herein provided.
In the event the Trust designates additional existing or newly-created series with respect to
which it desires to retain the Administrator to render or procure administrative and other services
hereunder, it shall notify the Administrator in writing. If the Administrator is willing to render
or procure such services, it shall notify the Trust in writing, whereupon each such additional
series shall become a Fund hereunder.
2. Duties. Subject to the general supervision of the Board of Trustees, the
Administrator shall provide or cause to be furnished all organizational (as applicable),
administrative and other services reasonably necessary for the operation of the Funds, but not
including the investment advisory services provided by Allianz Global Investors Fund Management LLC
pursuant to its Investment Management Agreement with the Trust as applicable to the Funds, or the
distribution services provided by Allianz Global Investors Distributors LLC (the “Distributor”)
pursuant to its Distribution Contract with the Trust.
(a) Administrative Services. Subject to the approval or consent of the Board
of Trustees, the Administrator shall provide or procure, at the Administrator’s expense,
services to include the following for the Funds (such services as provided under this
Section 2(a) to include, without limitation, all those administrative services previously
provided to the Funds under the Investment Management Agreement):
(i) coordinating matters relating to the operation of the Funds, including any
necessary coordination among the adviser or advisers to the Funds, the custodian(s),
transfer agent(s), any sub-transfer agent(s) or other account administrative service
agent(s), dividend disbursing agent(s), and recordkeeping agent(s) (including
pricing and valuation of the Funds), accountants, attorneys, and other parties
performing services or operational functions for the Funds;
(ii) providing the Funds, at the Administrator’s expense, with the services of
a sufficient number of persons competent to perform such administrative and clerical
functions as are necessary to ensure compliance with federal securities laws, as
well as other applicable laws, and to provide effective administration of the Funds;
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(iii) maintaining, or supervising the maintenance by third parties, of such
books and records of the Trust and the Funds as may be required by applicable
federal or state law other than the records and ledgers maintained under the
Investment Management Agreement;
(iv) preparing or supervising the preparation by third parties of all federal,
state, and local tax returns and reports of the Funds required by applicable law;
(v) preparing and arranging for the filing of such registration statements and
other documents with the SEC and other federal and state regulatory authorities as
may be required to register the shares of the Funds and qualify the Funds to do
business or as otherwise required by applicable law;
(vi) providing the Funds, at the Administrator’s expense, with adequate
personnel, office space, communications facilities, and other facilities necessary
for the Funds’ operations as contemplated in this Agreement; and
(vii) taking such other action with respect to the Funds as may be required by
applicable law, including without limitation, the rules and regulations of the SEC
and of state securities commissions and other regulatory agencies.
(b) Other Services. Subject to the approval or consent of the Board of
Trustees, the Administrator shall also provide or procure on behalf of the Funds, and at the
expense of the Administrator, the following services for the Funds (with the understanding
that different Classes may require certain of such services to differing degrees, if at
all):
(i) custodian services to provide for the safekeeping of the Funds’ assets;
(ii) recordkeeping services to maintain the portfolio accounting records for
the Funds;
(iii) transfer agency services to maintain the shareholder records for the
Funds;
(iv) if required, any sub-transfer agency and other account administrative
services to accommodate the administration of share accounts of the Funds held
through financial intermediaries;
(v) dividend disbursing services for the Funds;
(vi) preparing, filing and arranging for the distribution of prospectuses,
statements of additional information, proxy materials and periodic reports to
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existing shareholders of the Funds as required by applicable law, and other
communications with shareholders; and
(vii) taking such other actions and providing or procuring such other
shareholder services with respect to the Funds as are reasonably necessary or
desirable.
It is understood that the Administrator may procure or delegate provision of services
specified in Sections 2(a) or 2(b) to third parties including, as applicable, with respect
to particular Classes of the Funds or particular shareholders that have relationships with
other financial intermediaries that perform similar services. The Trust may be a party to
any agreement with any person or persons engaged to provide the services referred to in
Sections 2(a) or 2(b) for the Funds.
(c) Organizational Services. The Administrator shall provide the Trust and the
Funds, at the Trust’s expense, with the services necessary to organize any Fund or Class
thereof that commences operations on or after the date of this Agreement so that such Fund
or Class can conduct business as described in the Trust’s Registration Statement. For the
avoidance of doubt, the services to be provided under this Section 2(c) are only with
respect to series of the Trust and Classes thereof contemplated for inclusion under this
Agreement.
(d) Personnel. The Administrator shall also make its officers and employees
available to the Board of Trustees and officers of the Trust for consultation and
discussions regarding the administration of the Funds and services provided to the Funds and
their Classes under this Agreement.
(e) Standards; Reports. In performing these services for the Funds, the
Administrator:
(i) Shall conform with the 1940 Act and all rules and regulations thereunder,
all other applicable federal and state laws and regulations, with any applicable
procedures adopted by the Trust’s Board of Trustees, and with the provisions of the
Trust’s Registration Statement filed on Form N-1A as supplemented or amended from
time to time.
(ii) Will make available to the Trust, promptly upon request, any of the Funds’
books and records as are maintained under this Agreement, and will furnish to
regulatory authorities having the requisite authority any such books and records and
any information or reports in connection with the Administrator’s services under
this Agreement that may be requested in order to ascertain whether the operations of
the Funds are being conducted in a manner consistent with applicable laws and
regulations.
(iii) Will regularly report to the Trust’s Board of Trustees on the services
provided under this Agreement and will furnish the Trust’s Board of
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| Trustees with respect to the Funds such periodic and special reports as the Trustees may reasonably request. |
(iv) Will comply, to the extent applicable, with the requirements of Title V of
the Xxxxx-Xxxxx-Xxxxxx Act, 15 U.S.C. §§ 6801 et seq., as may be amended from time
to time, and any regulations adopted thereto, including Regulation S-P of the
Securities and Exchange Commission, as well as with any other applicable federal or
state privacy laws and regulations, including but not limited to the Massachusetts
Standards for the Protection of Personal Information, 201 CMR 17.00, et seq.
3. Documentation. The Trust has delivered copies of each of the following documents to
the Administrator and will deliver to it all future amendments and supplements thereto, if any:
(a) the Trust’s Registration Statement as filed with the SEC and any amendments
thereto; and
(b) exhibits, powers of attorney, certificates and any and all other documents relating
to or filed in connection with the Registration Statement described above.
4. Independent Contractor. The Administrator shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise expressly provided herein or authorized
by the Board of Trustees of the Trust from time to time, have no authority to act for or represent
the Trust in any way or otherwise be deemed its agent.
5. Compensation. As compensation for the services rendered under this Agreement, the
Trust shall pay to the Administrator a fee out of the assets of each Fund based on the average
daily net assets of such Fund attributable to a Class or Classes of Shares of such Fund as set
forth in the Schedule attached as Exhibit A hereto. The fees payable to the Administrator for all
of the Funds and their Classes shall be computed and accrued daily and paid monthly. If the
Administrator shall serve for less than any whole month, the foregoing compensation shall be
prorated.
6. Non-Exclusivity. It is understood that the services of the Administrator hereunder
are not exclusive, and the Administrator shall be free to render similar services to other
investment companies and other clients.
7. Expenses.
(a) During the term of this Agreement, the Administrator will pay all expenses incurred
by it in connection with its obligations under this Agreement, except such expenses as are
assumed by the Funds under this Agreement. The Administrator assumes and shall pay for
maintaining its staff and personnel and shall, at its own expense, provide the equipment,
office space, and facilities necessary to perform its
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obligations under this Agreement. In addition, the Administrator shall, at its
expense, furnish to the Trust with respect to the Funds:
(i) Services by the Trust’s independent public accountants for the Funds;
(ii) Services of the Trust’s transfer agent(s), any sub-transfer agent(s) or
other account administrative service agent(s), registrar, dividend disbursing
agent(s), and shareholder recordkeeping services with respect to the Funds and each
of their Classes;
(iii) Services of the Trust’s custodian, including any recordkeeping services
provided by the custodian, with respect to the Funds;
(iv) Services of obtaining quotations and other pricing information for
calculating the value of the net assets of each Class of each Fund;
(v) Services of maintaining the Trust’s tax records with respect to each Fund;
(vi) Services, including procurement of legal services, incident to meetings of
Fund shareholders, the preparation, printing and mailing of prospectuses (including
summary prospectuses), notices and proxy statements and reports of the Trust to its
existing Fund shareholders, the filing of reports with regulatory bodies, the
maintenance of the Funds’ existence and qualification to do business, and the
issuance, redemption, registration and qualification for sale of Fund Shares with
federal and state securities authorities (except as described in subsection 7(b)(vi)
below);
(vii) Procurement of ordinary legal services with respect to the Funds,
including the services that arise in the ordinary course of business for a series of
a Massachusetts business trust registered as an open-end management investment
company;
(viii) Certificates representing Shares of the Funds, if any;
(ix) The Funds’ pro rata portion of the fidelity bond required by Section 17(g)
of the 1940 Act, or other insurance premiums;
(x) Association membership dues with respect to the Funds;
(xi) Fees and expenses, including travel expenses, of Trustees of the Trust,
including trustees who are not officers, employees or members of the Administrator
or its subsidiaries or affiliates, and the fees and expenses of any counsel,
accountants or any other persons engaged by such Trustees in connection with the
duties of their office with the Trust (it being understood that,
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notwithstanding its agreement to assume such expenses, the Administrator shall
have no authority to select such Trustees or their counsel or determine their
compensation from the Trust or related expenses); and
(xii) Salaries and other compensation, if any, payable by the Trust to its
officers and employees in their capacity as such.
(xiii) The Trust and the Administrator acknowledge that the Administrator will, pursuant to
this Agreement, bear certain expenses (including expenses of various third-party
service providers) on behalf of the Funds and their Classes for common or shared
services also furnished to Other Series and their Classes outside of this Agreement,
and that such expenses attributable to such Other Series and their Classes will be
borne directly by such Other Series and their Classes (and not by the
Administrator). The parties agree that such expenses shall be allocated among all
applicable series of the Trust and their Classes in an equitable and reasonable
manner without reference to whether the Administrator or Other Series will
ultimately bear such expenses.
(b) The Trust shall bear the following expenses on behalf of the Funds:
(i) Taxes and governmental fees, if any, levied against the Trust or any of its
Funds;
(ii) Brokerage fees and commissions and other transaction expenses in
connection with the purchase and sale of portfolio securities and other investments
for any of the Funds;
(iii) Costs, including the interest expenses, of borrowing money or other forms
of borrowing or leverage used by the Funds;
(iv) Extraordinary expenses, including extraordinary legal expenses, as may
arise, including expenses incurred in connection with litigation, proceedings, other
claims and the legal obligations of the Trust to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto;
(v) Any expenses allocated or allocable to a specific Class of Fund Shares
pursuant to a separate administrative services or distribution plan; and
(vi) Organizational and offering expenses of the Trust with respect to the
Funds and any expenses which are capitalized in accordance with generally accepted
accounting principles.
8. Liability. The Administrator shall give the Trust the benefit of the
Administrator’s best efforts in rendering services under this Agreement. The Administrator may rely
on information reasonably believed by it to be accurate and reliable. As an inducement for the
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Administrator’s undertaking to render services under this Agreement, the Trust agrees on
behalf of the Funds that neither the Administrator nor its members, officers, directors, or
employees shall be subject to any liability for, or any damages, expenses or losses incurred in
connection with, any act or omission or mistake in judgment connected with or arising out of any
services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or
gross negligence in performance of the Administrator’s duties, or by reason of reckless disregard
of the Administrator’s obligations and duties under this Agreement. This provision shall govern
only the liability to the Trust of the Administrator and that of its members, officers, directors,
managers and employees, and shall in no way govern the liability to the Trust or the Administrator
or provide a defense for any other person, including persons that provide services for the Funds as
described in Sections 2(a) or 2(b) of this Agreement.
9. Term and Continuation; Amendment.
(a) This Agreement shall take effect as of the date hereof, and shall remain in effect,
unless sooner terminated as provided herein, until one year from the date of this Agreement,
and shall continue thereafter on an annual basis with respect to each Fund, provided that
such continuance is specifically approved at least annually (a) by the vote of a majority of
the Board of Trustees of the Trust, and (b) by the vote of a majority of the Board of
Trustees of the Trust who are not parties to this Agreement or “interested persons” (as
defined in the 0000 Xxx) of the Trust or the Administrator (“Independent Trustees”), cast in
person at a meeting called for the purpose of voting on such approval. Failure of the
Independent Trustees to renew this Agreement and/or its termination by shareholder vote,
assignment or otherwise, shall not preclude the Board of Trustees from approving a
substitute agreement in the manner provided under applicable law. This Agreement may be
terminated:
(i) by the Trust with respect to a particular Fund or Class at any time with
respect to the services provided by the Administrator by vote of (1) a majority of
the Trustees of the Trust or (2) a majority of the outstanding voting shares of such
Fund or Class (as applicable), on 60 days’ written notice to the Administrator; and
(ii) by the Administrator with respect to a particular Fund or Class at any
time, without the payment of any penalty, upon 60 days’ written notice to the Trust.
(b) This Agreement may be amended only by written agreement between (i) the
Administrator and (ii) the Trust as approved in the manner provided in paragraph (a)(i) of
this Section 9.
10. Use of Name. It is understood that the names “Allianz,” “Allianz Global
Investors,” “AGI,” “Allianz Global Investors Fund Management LLC,” “AGIFM” or any derivative
thereof or logo associated with those names and other servicemarks and trademarks owned by the
Administrator or its affiliates are the valuable property of the Administrator and its
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affiliates, and that the right of the Trust and/or the Funds to use such names (or derivatives
or logos) shall be governed by the Investment Management Agreement.
11. Notices. Notices of any kind to be given to the Administrator by the Trust shall
be in writing and shall be duly given if mailed or delivered to the Administrator at 0000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or to such other address or to such individual as shall be specified by
the Administrator. Notices of any kind to be given to the Trust by the Administrator shall be in
writing and shall be duly given if mailed or delivered to 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or to such other address or to such individual as shall be specified by the Trust.
12. Trust Obligation. A copy of the Trust’s 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 the Agreement has been executed on behalf of the
Trust by an officer of the Trust in his or her capacity as an officer and not individually. The
obligations of this Agreement shall only be binding upon the assets and property of each Fund and
shall not be binding upon any trustee, officer, or shareholder of the Trust individually.
13. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
14. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of New York, 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.
(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) This Agreement may not be assigned (as that term is defined in the 0000 Xxx) by the
Trust or the Administrator without the consent of the other party.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
officers designated below on the day and year first above written.
| ALLIANZ FUNDS MULTI-STRATEGY TRUST |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page - Administration Agreement]
Exhibit A
Schedule to Administration Agreement
as of ________________, 2011
| Fee Rate | ||||||||||||||||||||||||
| Institutional and Administrative | Classes A, C, D and R | |||||||||||||||||||||||
| Fund | Core Expenses* | Other | Total | Core Expenses** | Other | Total | ||||||||||||||||||
Allianz Global
Investors Solutions
2015 Fund |
0.05 | % | 0.05 | % | 0.10 | % | 0.05 | % | 0.25 | % | 0.30 | % | ||||||||||||
Allianz Global
Investors Solutions
2020 Fund |
0.05 | % | 0.05 | % | 0.10 | % | 0.05 | % | 0.25 | % | 0.30 | % | ||||||||||||
Allianz Global
Investors Solutions
2025 Fund |
[0.05] | % | [0.05] | % | [0.10] | % | [0.05] | % | [0.25] | % | [0.30] | % | ||||||||||||
Allianz Global
Investors Solutions
2030 Fund |
0.05 | % | 0.05 | % | 0.10 | % | 0.05 | % | 0.25 | % | 0.30 | % | ||||||||||||
Allianz Global
Investors Solutions
2035 Fund |
[0.05] | % | [0.05] | % | [0.10] | % | [0.05] | % | [0.25] | % | [0.30] | % | ||||||||||||
Allianz Global
Investors Solutions
2040 Fund |
0.05 | % | 0.05 | % | 0.10 | % | 0.05 | % | 0.25 | % | 0.30 | % | ||||||||||||
Allianz Global
Investors Solutions
2045 Fund |
[0.05] | % | [0.05] | % | [0.10] | % | [0.05] | % | [0.25] | % | [0.30] | % | ||||||||||||
Allianz Global
Investors Solutions
2050 Fund |
0.05 | % | 0.05 | % | 0.10 | % | 0.05 | % | 0.25 | % | 0.30 | % | ||||||||||||
Allianz Global
Investors Solutions
2055 Fund |
[0.05] | % | [0.05] | % | [0.10] | % | [0.05] | % | [0.25] | % | [0.30] | % | ||||||||||||
Allianz Global
Investors Solutions
Retirement Income
Fund |
0.05 | % | 0.05 | % | 0.10 | % | 0.05 | % | 0.25 | % | 0.30 | % | ||||||||||||
| * | Core Expenses include custody, portfolio accounting and tax preparation expenses. |
Not all Funds offer each share class listed above.
| Class P Shares - Fee Rate | ||||||||||||
| Fund | Core Expenses* | Other | Total | |||||||||
Allianz Global Investors
Solutions 2015 Fund |
0.05 | % | 0.10 | % | 0.15 | % | ||||||
Allianz Global Investors
Solutions 2020 Fund |
0.05 | % | 0.10 | % | 0.15 | % | ||||||
Allianz Global Investors
Solutions 2025 Fund |
[0.05] | % | [0.10] | % | [0.15] | % | ||||||
A-1
| Class P Shares - Fee Rate | ||||||||||||
| Fund | Core Expenses* | Other | Total | |||||||||
Allianz Global Investors
Solutions 2030 Fund |
0.05 | % | 0.10 | % | 0.15 | % | ||||||
Allianz Global Investors
Solutions 2035 Fund |
[0.05] | % | [0.10] | % | [0.15] | % | ||||||
Allianz Global Investors
Solutions 2040 Fund |
0.05 | % | 0.10 | % | 0.15 | % | ||||||
Allianz Global Investors
Solutions 2045 Fund |
[0.05] | % | [0.10] | % | [0.15] | % | ||||||
Allianz Global Investors
Solutions 2050 Fund |
0.05 | % | 0.10 | % | 0.15 | % | ||||||
Allianz Global Investors
Solutions 2055 Fund |
[0.05] | % | [0.10] | % | [0.15] | % | ||||||
Allianz Global Investors
Solutions Retirement Income
Fund |
0.05 | % | 0.10 | % | 0.15 | % | ||||||
| * | Core Expenses include custody, portfolio accounting and tax preparation expenses. |
[Signature page follows.]
A-2
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to Administration Agreement
to be executed by their officers designated below on the day and year first above written.
| ALLIANZ FUNDS MULTI-STRATEGY TRUST |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page - Schedule to Administration Agreement]
