MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERSMaster Agreement Among Underwriters • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to ha
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND [NUMBER OF FIRM SHARES] Shares COMMON SHARES OF BENEFICIAL INTEREST (Par Value $.00001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
AllianzGI Diversified Income & Convertible Fund, a Massachusetts business trust (the “Fund”) and the Fund’s investment manager, Allianz Global Investors Fund Management LLC, a Delaware limited liability company (the “Investment Manager”) and its investment sub-adviser, Allianz Global Investors U.S. LLC, a Delaware limited liability company (the “Sub-Adviser” and together with the Investment Manager, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 22nd, 2015 • AllianzGI Diversified Income & Convertible Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of May [—], 2015 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Allianz Global Investors Fund Management LLC (the “Investment Manager”) .
