0001193125-08-069706 Sample Contracts

ALLIANZ FUNDS MULTI-STRATEGY TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST March 28, 2008
Agreement and Declaration of Trust • March 31st, 2008 • Allianz Funds Multi-Strategy Trust • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 28th day of March, 2008, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust made at Boston, Massachusetts, the 10th day of January, 2008, for the purposes of eliminating references to the initial sole trustee, adding Trustees as signatories and making certain other changes hereto:

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Exhibit (d)(2)
Sub-Advisory Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

This Sub-Advisory Agreement is executed as of March 28, 2008 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), and RCM CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT MANAGEMENT AGREEMENT Allianz Funds Multi-Strategy Trust
Investment Management Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

This Investment Management Agreement is executed as of March 28, 2008 by and between ALLIANZ FUNDS MULTI-STRATEGY TRUST, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust identified from time to time on Schedule A to this Agreement (each a “Fund” and together “Funds”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).

FORM OF SHAREHOLDER SERVICING AGREEMENT (for Program Sponsors or Administrators)
Shareholder Servicing Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust • New York

This Agreement is made as of , between Allianz Global Investors Fund Management LLC (the “Administrator”), a Delaware limited liability company, and (“Servicer”), a corporation.

PORTFOLIO MANAGEMENT AGREEMENT Allianz Funds Multi-Strategy Trust
Portfolio Management Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

This Portfolio Management Agreement is executed as of March 28, 2008 by and between RCM CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”), and ALLIANZ GLOBAL INVESTORS ADVISORY GMBH, a Gesellschaft mit beschraenkter Haftung organized under the laws of the Federal Republic of Germany (the “Portfolio Manager”).

Selected Dealer Agreement between Allianz Global Investors Distributors LLC (“Distributor”) and (“Dealer”) dated as of . NASD CRD#
Allianz Funds Multi-Strategy Trust • March 31st, 2008 • New York

WHEREAS, PIMCO Funds, Allianz Funds, and Allianz Funds Multi-Strategy Trust (“Multi-Strategy Trust”) (each a “Trust” and, collectively, the “Trusts”) have each appointed Distributor as its exclusive agent to sell and distribute each class of shares of each of its series (each a “Fund”), which shares are distributed by Distributor and sold by a Trust at their offering prices as set forth in each Trust’s Prospectus and Statement of Additional Information and as provided in Distributor’s Distribution Contract with respect to such Funds; and

FOREIGN SECURITIES DEPOSITORIES DELEGATION AGREEMENT
Foreign Securities Depositories • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

Agreement dated March 28, 2008, among Allianz Global Investors Fund Management LLC (“AGI Fund Management”), RCM Capital Management LLC (“RCM”) and Allianz Global Investors Advisory GmbH (“AGIA”), and accepted and agreed to by Allianz Funds Multi-Strategy Trust (the “Trust”).

SELECTED DEALER AGREEMENT
Selected Dealer Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust • New York

You have invited us to become a selected dealer to distribute Class A, Class B, and Class C shares (“shares”) of the various series of the open-end investment companies listed on Schedule A hereto, as amended from time to time in accordance with paragraph 10 (d) hereunder (hereinafter such series collectively referred to as the “Funds” or, individually, as the “Fund”), for which you are the principal underwriter and distributor on the following terms:

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust • Massachusetts

This Agreement, made this 28th day of March, 2008, between ALLIANZ FUNDS MULTI-STRATEGY TRUST, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “State Street”),

AMENDMENT to DEALER AGREEMENT
Dealer Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

This Amendment to Dealer Agreement is entered into as of the day of between Allianz Global Investors Distributors LLC (“Distributor”), the principal underwriter for Allianz Funds, PIMCO Funds and Allianz Funds Multi-Strategy Trust and (“Dealer”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

AGREEMENT (“Agreement”), dated as of March 28, 2008 (the “Effective Date”), by and between Allianz Funds Multi-Strategy Trust, a Massachusetts business trust (the “Trust”), on behalf of each of its series portfolios listed on Schedule A hereto, as may be amended from time to time (each a “Fund” and together, the “Funds”), and PFPC, Inc., a Massachusetts corporation.

EXPENSE LIMITATION AGREEMENT Allianz Funds Multi-Strategy Trust New York, NY 10105 March 28, 2008
Expense Limitation Agreement • March 31st, 2008 • Allianz Funds Multi-Strategy Trust

This will confirm the agreement between the Allianz Funds Multi-Strategy Trust (the “Trust”) and Allianz Global Investors Fund Management LLC (the “Manager”) as follows:

Selected Dealer Agreement between Allianz Global Investors Distributors LLC (“Distributor”) and (“Dealer”) dated as of . NASD CRD#
Allianz Funds Multi-Strategy Trust • March 31st, 2008 • New York

WHEREAS, PIMCO Funds, Allianz Funds and the Allianz Funds Multi-Strategy Trust (“Multi-Strategy Trust”) (each a “Trust” and, collectively, the “Trusts”) have each appointed Distributor as its exclusive agent to sell and distribute each class of shares of each of its series (each a “Fund”), which shares are distributed by Distributor and sold by a Trust at their offering prices as set forth in each Trust’s Prospectus and Statement of Additional Information and as provided in Distributor’s Distribution Contract with respect to such Funds; and

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