0001193125-15-190599 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT AllianzGI Diversified Income & Convertible Fund
Investment Management Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund

This Investment Management Agreement is executed as of May 15, 2015 by and between ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).

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PORTFOLIO MANAGEMENT AGREEMENT AllianzGI Diversified Income & Convertible Fund
Portfolio Management Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund

This Portfolio Management Agreement is executed as of May 15, 2015 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Portfolio Manager”).

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TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York

This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of , 2015 is entered into by and among each entity listed on Exhibit A hereto (collectively, the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Investment Manager”), Allianz Global Investors U.S. LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Shares (as defined below) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”), Allianz Global Investors U.S. LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”), Allianz Global Investors U.S. LLC, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.00001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND Subscription Agreement
Subscription Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York

This Subscription Agreement made as of April 12, 2015, by and between AllianzGI Diversified Income & Convertible Fund, a Massachusetts business trust (the “Fund”), and Allianz Asset Management of America L.P. (the “Subscriber”).

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ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • Massachusetts

AGREEMENT made this 15th day of May, 2015, by and between ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”), and is acknowledged and agreed to by ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (“AGID”) and ALLIANZ GLOBAL INVESTORS U.S. LLC (the “Sub-Adviser”).

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SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • May 18th, 2015 • AllianzGI Diversified Income & Convertible Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2015 (the “Underwriting Agreement”), by and among AllianzGI Diversified Income & Convertible Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”), Allianz Global Investors U.S. LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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