0001193125-17-209651 Sample Contracts

AllianzGI Convertible & Income 2024 Target Term Fund AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST May 17, 2017
Agreement and Declaration of Trust • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

AGREEMENT AND DECLARATION OF TRUST made this 17th day of May, 2017, 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 21st day of March, 2017 for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories hereto, and making such other changes as the Trustees deemed necessary.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This agreement (the “Agreement”) is between Allianz Global Investors U.S. LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated [●], 2017, between the Fund, the Company, Wells Fargo Securities, LLC, and the underwriters named in Exhibit A thereto.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Company”) and each of the Underwriters named in Exhibit A thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of July 1, 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”).

CUSTODIAN AGREEMENT
Custodian Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

This Agreement is made as of the 23rd day of January, 2017 and effective as of February 1, 2017, between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, the “Trust”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), and each of the Underwriters named in Exhibit 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.

INVESTMENT MANAGEMENT AGREEMENT AllianzGI Convertible & Income 2024 Target Term Fund
Investment Management Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

This Investment Management Agreement is executed as of May 17, 2017 by and between ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Manager”).

ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND Subscription Agreement
Subscription Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

This Subscription Agreement made as of May 9, 2017, by and between AllianzGI Convertible & Income 2024 Target Term Fund, a Massachusetts business trust (the “Fund”), and Allianz Asset Management of America L.P. (the “Subscriber”).

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • Massachusetts

AGREEMENT made this 17th day of May, 2017, by and between ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (the “Adviser”), and is acknowledged and agreed to by ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (“AGID”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [●], 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), 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.

May 17, 2017 American Stock Transfer & Trust Company, LLC Operations Center
AllianzGI Convertible & Income 2024 Target Term Fund • June 22nd, 2017
FORM OF SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • June 22nd, 2017 • AllianzGI Convertible & Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated June 27, 2017 (the “Underwriting Agreement”), by and among AllianzGI Convertible & Income 2024 Target Term Fund (the “Fund”), Allianz Global Investors U.S. LLC (the “Adviser”), and each of the Underwriters named in Exhibit 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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