FIFTH AMENDED AND RESTATED DISTRIBUTION CONTRACT Allianz Funds Multi-Strategy Trust Effective Date March 28, 2008 as amended and restated as of July 8, 2008, December 17, 2008, April 20, 2009 and _____, 2013
Exhibit (e)(1)(viii)
FIFTH AMENDED AND RESTATED
DISTRIBUTION CONTRACT
DISTRIBUTION CONTRACT
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Effective Date March 28, 2008
as amended and restated as of
July 8, 2008,
December 17, 2008,
April 20, 2009 and
_____, 2013
as amended and restated as of
July 8, 2008,
December 17, 2008,
April 20, 2009 and
_____, 2013
Allianz Global Investors Distributors LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the “Trust”) and you (the
“Distributor”), further amending and restating the Fourth Amended and Restated Distribution
Contract dated April 20, 2009 between the Distributor and the Trust, as follows:
1. Description of Trust and Classes of Shares. The Trust is an open-end investment company that
presently has the investment portfolios identified on Schedule A to this Contract (each a
“Fund,” and collectively, the “Funds”). Additional investment portfolios may be established in the
future. This Contract shall pertain to the Funds and to such additional investment portfolios as
shall be designated in amendments or supplements to Schedule A hereto, as further agreed
between the Trust and the Distributor. A separate series of shares of beneficial interest in the
Trust is offered to investors with respect to each Fund, and each Fund currently offers its shares
with respect to up to nine classes: Class A shares, Class B shares, Class C shares and Class R
shares (together, the “Retail Classes”), Class D shares, Class P shares, Class R6 shares,
Institutional Class shares and Administrative Class shares. The Trust engages in the business of
investing and reinvesting the assets of the Funds in the manner and in accordance with the
investment objectives and restrictions specified in the Trust’s currently effective Prospectus(es),
Statement(s) of Additional Information and shareholders guide(s) (together, the “Prospectus”)
relating to the Retail Classes, Class D, Class P, Class R6, Institutional Class and Administrative
Class shares of the Funds included in the Trust’s Registration Statement, as amended from time to
time (the “Registration Statement”), as filed by the Trust under the Investment Company Act of
1940, as amended (together with the rules and regulations thereunder, the “1940 Act”), and the
Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “1933
Act”). Copies of the documents referred to in the preceding sentence have been furnished to the
Distributor. Any amendments to those documents shall be furnished to the Distributor promptly. The
Trust has adopted separate Distribution and Servicing Plans pursuant to Rule 12b-l under the 1940
Act (“Rule 12b-1”) with respect to each of the Retail Classes (the “Retail Class Plans”), a
Servicing Plan pursuant to Rule 12b-l with respect to Class D shares (the “Class D Plan”) and a
Distribution Plan pursuant to Rule 12b-1 with respect to the Administrative Class shares (the
“Administrative Distribution Plan”). The Trust has also adopted Administrative Services Plans with
respect to Class P shares and Administrative Class shares of the Funds, in conformity with Rule
12b-1, as if the expenditures made thereunder were subject to Rule 12b-1, excepting the shareholder
voting rights under Rule 12b-1 (each an “Administrative Services Plan,” and, together with the
Retail Class Plans, the Class D Plan and the Administrative Distribution Plan, the “Plans”).
2. Appointment and Acceptance. The Trust hereby appoints the Distributor as a distributor of shares
of beneficial interest in the Trust (the “shares”) which may from time to time be registered under
the 1933 Act and as servicing agent of shareholders and shareholder accounts of the Trust, and the
Distributor hereby accepts such appointment in accordance with the terms and conditions set forth
herein. As the Trust’s agent, the Distributor shall, except to the extent provided in Section 4
hereof, be the exclusive distributor for the unsold portion of the shares.
3. Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as
principal, to sell shares of each Class of each Fund directly to the public against orders therefor
at the applicable public offering price as described below in the case of Class A shares, and at
net asset value in the case of Class B shares, Class C shares, Class D shares, Class P shares,
Class R shares, Class R6 shares, Institutional Class shares and Administrative Class shares. For
such purposes, the Distributor will have the right to purchase shares at net asset value. The
Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public
through broker dealers who are members of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the
Distributor (“introducing brokers”), to broker dealers who are members of FINRA and who have
entered into selling agreements with the Distributor (“participating brokers”) or through other
financial intermediaries, in each case against orders therefor. The price for introducing brokers,
participating brokers and other financial intermediaries shall be, in the case of Class A shares,
the applicable public offering price less a concession to be determined by the Distributor, which
concession will not exceed the amount of the sales charge or underwriting discount, if any,
described below and, in the case of Class B shares, Class C shares, Class D shares, Class P shares,
Class R shares, Class R6 shares, Institutional Class shares and Administrative Class shares, net
asset value.
The Trust shall sell through the Distributor, as the Trust’s agent, shares to eligible
investors as described in the Prospectus. All orders through the Distributor shall be subject to
acceptance and confirmation by the Trust. The Trust shall have the right, at its election, to
deliver either shares issued upon original issue or treasury shares.
Prior to the time of transfer of any shares by the Trust to, or on the order of, the
Distributor or any introducing broker, participating broker or other financial intermediary, the
Distributor shall pay or cause to be paid to the Trust or to its order an amount in New York
clearing house funds equal to the applicable net asset value of the shares. Upon receipt of
registration instructions in proper form, the Distributor will transmit or cause to be transmitted
such instructions to the Trust or its agent for registration of the shares purchased.
The public offering price of Class A shares shall be the net asset value of such shares, plus
any applicable sales charge as set forth in the Prospectus. In no event will any applicable sales
charge or underwriting discount exceed the limitations on permissible sales loads imposed by
Section 22(b) of the 1940 Act and NASD Rule 2830(d) of the Conduct Rules of FINRA, as either or
both may be amended from time to time.
On every sale, the Trust shall receive the net asset value of the shares. The net asset value
of the shares shall be determined in the manner provided in the Amended and Restated Agreement and
Declaration of Trust, as from time to time amended or restated (the “Declaration of Trust”), and
the Amended and Restated By-laws of the Trust, as from time to time amended or restated. In the
case of Class A shares, the Distributor may retain so much of any sales charge or underwriting
discount as is not allowed by the Distributor as a concession to dealers and such sales charge or
underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A
shares, as described in Section 5 hereof.
4. Sales of Shares by the Trust. In addition to sales by the Distributor, the Trust reserves the
right to issue shares at any time directly to its shareholders as a stock dividend or stock split
or to sell shares to its shareholders or other persons at not less than net asset value to the
extent that the Trust, its officers, or other persons associated with the Trust participate in the
sale, or to the extent that the Trust or the transfer agent for its shares receive purchase
requests for shares.
5. Fees. For its services as servicing agent of a Fund’s Class A shareholders and Class A
shareholder accounts, the Trust shall pay the Distributor on behalf of the Fund a servicing fee at
the annual rate of 0.25% of the Fund’s average daily net assets attributable to its Class A shares
upon the terms and conditions set forth in the current Distribution and Servicing Plan for Class A
shares, and may retain so much of any sales charge or underwriting discount as is not allowed by
the Distributor as a concession to dealers, and shall receive any contingent deferred sales charge
as provided in Section 8 hereof.
For its services as distributor of a Fund’s Class B shares and as servicing agent of Class B
shareholders and Class B shareholder accounts, the Trust shall pay the Distributor on behalf of the
Fund a distribution fee at the annual rate of 0.75% of the Fund’s average daily net assets, and a
servicing fee at the annual rate of 0.25% of the Fund’s average daily net assets, attributable to
the Fund’s Class B shares upon the terms and conditions set forth in the current Distribution and
Servicing Plan for Class B shares. The distribution and servicing fees shall be accrued
daily and
paid monthly to the Distributor as soon as practicable after the end of the calendar month in which
they accrue, but in any event within 5 business days following the last calendar day of each month.
For its services as distributor of a Fund’s Class C shares and as servicing agent of Class C
shareholders and Class C shareholder accounts, the Trust shall pay the Distributor on behalf of the
Fund a distribution fee at the annual rate of 0.75% of the Fund’s average daily net assets, and a
servicing fee at the annual rate of 0.25% of the Fund’s average daily net assets, attributable to
the Fund’s Class C shares upon the terms and conditions set forth in the current Distribution and
Servicing Plan for Class C shares. The distribution and servicing fees shall be accrued daily and
paid monthly to the Distributor as soon as practicable after the end of the calendar month in which
they accrue, but in any event within 5 business days following the last calendar day of each month.
For its services as servicing agent of Class D shareholders and Class D shareholder accounts,
the Trust shall pay the Distributor on behalf of the Fund a servicing fee at the annual rate of
0.25% of the Fund’s average daily net assets attributable to the Fund’s Class D shares upon the
terms and conditions set forth in the current Servicing Plan for Class D shares. The servicing fees
shall be accrued daily and paid monthly to the Distributor as soon as practicable after the end of
the calendar month in which they accrue, but in any event within 5 business days following the last
calendar day of each month.
For its services as distributor of a Fund’s Class R shares and as servicing agent of Class R
shareholders and Class R shareholder accounts, the Trust shall pay the Distributor on behalf of the
Fund a distribution fee at the annual rate of 0.25% of the Fund’s average daily net assets, and a
servicing fee at the annual rate of 0.25% of the Fund’s average daily net assets, attributable to
the Fund’s Class R shares upon the terms and conditions set forth in the current Distribution and
Servicing Plan for Class R shares. The distribution and servicing fees shall be accrued daily and
paid monthly to the Distributor as soon as practicable after the end of the calendar month in which
they accrue, but in any event within 5 business days following the last calendar day of each month.
The Trust shall reimburse the Distributor at an annual rate not to exceed 0.25% of the Fund’s
average daily net assets attributable to its Administrative Class shares for payments made by the
Distributor to various financial intermediaries in connection with the distribution of
Administrative Class shares upon the terms and conditions set forth in the Administrative
Distribution Plan.
The Distributor shall receive no compensation from the Trust for services as distributor of
the Class P shares, Class R6 shares and Institutional Class shares.
6. Reservation of Right Not to Sell. The Trust reserves the right to refuse at any time or times to
sell any of its shares for any reason deemed adequate by it.
7. Use of Sub-Agents; Non-exclusivity. The Distributor may employ such sub-agents, including one or
more participating brokers or introducing brokers or other financial intermediaries, for the
purposes of selling shares of the Trust as the Distributor, in its sole discretion, shall deem
advisable or desirable. The Distributor may enter into similar arrangements with other issuers and,
except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed
to limit or restrict the right of the Distributor, or any affiliate of the Distributor, or any
employee of the Distributor, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or association.
8. Repurchase of Shares. The Distributor will act as agent for the Trust in connection with the
repurchase and redemption of shares by the Trust upon the terms and conditions set forth in the
Prospectus or as the Trust acting through its Trustees may otherwise direct. The Distributor may
employ such sub-agents, including one or more participating brokers or introducing brokers or other
financial intermediaries, for such purposes as the Distributor, in its sole discretion, shall deem
to be advisable or desirable. Any contingent deferred sales charge imposed on repurchases and
redemptions of Class A, Class B and Class C shares upon the terms and conditions set forth in the
Prospectus shall be paid to the Distributor in addition to the fees with respect to Class A, Class
B and Class C shares set forth in Section 5 hereof. The Trust will take such steps as are
commercially reasonable to track on a share-by-share basis the aging of its shares for purposes of
calculating any contingent deferred sales charges and/or distribution fees.
9. Basis of Purchases and Sales of Shares. The Distributor’s obligation to sell shares hereunder
shall be on a best efforts basis only and the Distributor shall not be obligated to sell any
specific number of shares. Shares will be sold by the Distributor only against orders therefor. The
Distributor will not purchase shares from anyone other than the Trust except in accordance with
Section 8 hereof, and will not take “long” or “short” positions in shares contrary to any
applicable provisions of the Declaration of Trust.
10. Rules of Securities Associations, etc. As the Trust’s agent, the Distributor may sell and
distribute shares in such manner not inconsistent with the provisions hereof and the Trust’s
Prospectus as the Distributor may determine from time to time. In this connection, the Distributor
shall comply with all laws, rules and regulations applicable to it, including, without limiting the
generality of the foregoing, all applicable rules or regulations under the 1940 Act and of any
securities association registered under the Securities Exchange Act of 1934, as amended (together
with the rules and regulations thereunder, the “1934 Act”). The Distributor will conform to the
Conduct Rules of FINRA and the securities laws of any jurisdiction in which it sells, directly or
indirectly, any shares. The Distributor also agrees to furnish to the Trust sufficient copies of
any agreement or plans it intends to use in connection with any sales of shares in adequate time
for the Trust to file and clear them with the proper authorities before they are put in use, and
not to use them until so filed and cleared.
11. Independent Contractor. The Distributor shall be an independent contractor and neither the
Distributor nor any of its officers or employees as such is or shall be an employee of the Trust.
The Distributor is responsible for its own conduct and the employment, control and conduct of its
agents and employees and for injury to such agents or employees or to others through its agents or
employees. The Distributor assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
12. Registration and Qualification of Shares. The Trust agrees to execute such papers and to do
such acts and things as shall from time to time be reasonably requested by the Distributor for the
purpose of qualifying and maintaining qualification of the shares for sale under the so-called
“Blue Sky” Laws of any state or for maintaining the registration of each Fund of the Trust and the
Trust under the 1933 Act and the 1940 Act, to the end that there will be available for sale from
time to time such number of shares as the Distributor may reasonably be expected to sell. The Trust
shall advise the Distributor promptly of (a) any action of the Securities and Exchange Commission
or any authorities of any state or territory, of which it may be advised, affecting registration or
qualification of the Trust, a Fund or the shares thereof, or rights to offer such shares for sale
and (b) the happening of any event that makes untrue any statement or that requires the making of
any change in the Registration Statement or Prospectus in order to make the statements therein not
misleading.
13. Securities Transactions. The Trust agrees that the Distributor may effect a transaction on any
national securities exchange of which it is a member for the account of the Trust and any Fund of
the Trust that is permitted by Section 11(a) of the 1934 Act.
14. Expenses.
(a) The Distributor shall from time to time employ or associate with it such persons as it
believes necessary to assist it in carrying out its obligations under this Contract. The
compensation of such persons shall be paid by the Distributor.
(b) The Distributor shall pay all expenses incurred in connection with its qualification as a
dealer or broker under Federal or state law.
(c) The Distributor will pay all expenses of preparing, printing and distributing advertising
and sales literature as such expenses relate to Retail Class shares (apart from expenses of
registering shares under the 1933 Act and the 1940 Act and the preparation and printing of
prospectuses and reports for shareholders as required by said Acts and the direct expenses of the
issue of shares, except that the Distributor will pay the cost of the preparation and printing of
prospectuses and shareholders’ reports used by it in the sale of Trust shares). The Trust may enter
into arrangements with affiliates of the Distributor providing for the payment by such affiliates
of some or all of these expenses as they relate to Class D shares, Class P shares, Class R6 shares,
Institutional Class shares and/or Administrative Class shares.
(d) The Trust shall pay or cause to be paid all expenses incurred in connection with (i) the
preparation, printing and distribution to shareholders of the Prospectus and reports and other
communications to existing
shareholders, (ii) future registrations of shares under the 1933 Act and
the 1940 Act, (iii) amendments of the Registration Statement subsequent to the initial public
offering of shares, (iv) qualification of shares for sale in jurisdictions designated by the
Distributor, including under the securities or so-called “Blue Sky” laws of any State,
(v) qualification of the Trust as a dealer or broker under the laws of jurisdictions designated by
the Distributor, (vi) qualification of the Trust as a foreign corporation authorized to do business
in any jurisdiction if the Distributor determines that such qualification is necessary or desirable
for the purpose of facilitating sales of shares, (vii) maintaining facilities for the issue and
transfer of shares, (viii) supplying information, prices and other data to be furnished by the
Trust under this Contract, (ix) any expenses assumed by the Trust with regard to shares of each
Retail Class of each Fund pursuant to the Retail Class Plan applicable to that class, (x) any
expenses assumed by the Trust with regard to the Class D shares of each Fund pursuant to the Class
D Plan, (xi) any expenses assumed by the Trust with regard to the Administrative Class shares of
each Fund pursuant to the Administrative Distribution Plan and (xii) any expenses assumed by the
Trust with regard to the Administrative Class shares of each Fund pursuant to the Administrative
Services Plan.
(e) The Trust shall pay any original issue taxes or transfer taxes applicable to the sale or
delivery of shares or certificates therefor.
15. Indemnification of Distributor. The Trust shall prepare and furnish to the Distributor from
time to time such number of copies of the most recent form of the Prospectus filed with the
Securities and Exchange Commission as the Distributor may reasonably request. The Trust authorizes
the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time,
in connection with the sale of shares. The Trust shall indemnify, defend and hold harmless the
Distributor, its officers and directors (or persons performing similar functions as a director of a
corporation, together “directors”) and any person who controls the Distributor within the meaning
of the 1933 Act, from and against any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which the Distributor, its officers and directors or any such
controlling person may incur under the 1933 Act, the 1940 Act, the common law or otherwise, arising
out of or based upon any alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus or arising out of or based upon any alleged omission to state a
material fact required to be stated in either or necessary to make the statements in either not
misleading. This Contract shall not be construed to protect the Distributor against any liability
to the Trust or its shareholders to which the Distributor would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Contract. This indemnity agreement
is expressly conditioned upon the Trust being notified of any action brought against the
Distributor, its officers or directors or any such controlling person, which notification shall be
given by letter or facsimile addressed to the Trust at its principal office in New York, New York,
and sent to the Trust by the person against whom such action is brought within 10 days after the
summons or other first legal process shall have been served. The failure to notify the Trust of any
such action shall not relieve the Trust from any liability that it may have to the person against
whom such action is brought by reason of any such alleged untrue statement or omission otherwise
than on account of the indemnity agreement contained in this Section 15. The Trust shall be
entitled to assume the defense of any suit brought to enforce any such claim, demand or liability,
but, in such case, the defense shall be conducted by counsel chosen by the Trust and approved by
the Distributor. If the Trust elects to assume the defense of any such suit and retain counsel
approved by the Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them, but in case the Trust does not elect to
assume the defense of any such suit, or in the case the Distributor does not approve of counsel
chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors or the
controlling person or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by the Distributor or them. In addition, the Distributor shall
have the right to employ counsel to represent it, its officers and directors and any such
controlling person who may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Distributor against the Trust hereunder if in the reasonable
judgment of the Distributor it is advisable for the Distributor, its officers and directors or such
controlling person to be represented by separate counsel, in which event the fees and expenses of
such separate counsel shall be borne by the Trust. This indemnity agreement and the Trust’s
representations and
warranties in this Contract shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Distributor, its officers and directors
or any such controlling person. This indemnity agreement shall inure exclusively to the benefit of
the Distributor and its successors, the Distributor’s officers and directors and their respective
estates and any such controlling persons and
their successors and estates. The Trust shall promptly
notify the Distributor of the commencement of any litigation or proceedings against it in
connection with the issue and sale of any shares.
16. Indemnification of Trust. The Distributor agrees to indemnify, defend and hold harmless the
Trust, its officers and Trustees and any person who controls the Trust within the meaning of the
1933 Act, from and against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any counsel fees
incurred in connection therewith) that the Trust, its officers or Trustees or any such controlling
person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise, but only to the
extent that such liability or expense incurred by the Trust, its officers or Trustees or such
controlling person resulting from such claims or demands shall arise out of or be based upon
(a) any alleged untrue statement of a material fact contained in information furnished in writing
by the Distributor to the Trust specifically for use in the Registration Statement or the
Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in
connection with such information required to be stated in the Registration Statement or the
Prospectus or necessary to make such information not misleading, (b) any alleged act or omission on
the Distributor’s part as the Trust’s agent that has not been expressly authorized by the Trust in
writing, and (c) any claim, action, suit or proceeding that arises out of or is alleged to arise
out of the Distributor’s failure to exercise reasonable care and diligence with respect to its
services rendered in connection with investment, reinvestment, employee benefit and other plans for
shares. The foregoing rights of indemnification shall be in addition to any other rights to which
the Trust or an officer or a Trustee may be entitled as a matter of law. This indemnity agreement
is expressly conditioned upon the Distributor being notified of any action brought against the
Trust, its officers or Trustees or any such controlling person, which notification shall be given
by letter or facsimile addressed to the Distributor at its principal office (currently in New York,
New York), and sent to the Distributor by the person against whom such action is brought, within 10
days after the summons or other first legal process shall have been served. The failure to notify
the Distributor of any such action shall not relieve the Distributor from any liability that it may
have to the Trust, its officers or Trustees or such controlling person by reason of any alleged
misstatement, omission, act or failure on the Distributor’s part otherwise than on account of the
indemnity agreement contained in this Section 16. The Distributor shall have a right to control the
defense of such action with counsel of its own choosing and approved by the Trust if such action is
based solely upon such alleged misstatement, omission, act or failure on the Distributor’s part,
and in any other event the Trust, its officers and Trustees or such controlling person shall each
have the right to participate in the defense or preparation of the defense of any such action at
their own expense. If the Distributor elects to assume the defense of any such suit and retain
counsel approved by the Trust, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them, but in case the Distributor does not
elect to assume the defense of any such suit, or in the case the Trust does not approve of counsel
chosen by the Distributor, the Distributor will reimburse the Trust, its officers and Trustees or
the controlling person or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by the Trust or them. In addition, the Trust shall have the right
to employ counsel to represent it, its officers and Trustees and any such controlling person who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by
the Trust against the Distributor hereunder if in the reasonable judgment of the Trust it is
advisable for the Trust, its officers and Trustees or such controlling person to be represented by
separate counsel, in which event the fees and expense of such separate counsel shall be borne by
the Distributor. This indemnity agreement and the Distributor’s representations and warranties in
this Contract shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Trust, its officers and Trustees or any such controlling person. This
indemnity agreement shall inure exclusively to the benefit of the Trust and its successors, the
Trust’s officers and Trustees and their respective estates and any such controlling persons and
their successors and estates. The Distributor shall promptly notify the Trust of the commencement
of any litigation or proceedings against it in connection with the issue and sale of any shares.
17. Assignment Terminates this Contract; Amendments of this Contract. This Contract shall
automatically terminate, without the payment of any penalty, in the event of its assignment. This
Contract may be amended only if such amendment be approved (i) either (x) by action of the Trustees
of the Trust or (y) at a meeting of the shareholders of the Trust by the affirmative vote of a
majority of the outstanding shares of the Trust, and (ii) by a majority of the Trustees of the
Trust who are not interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plans or this Contract by vote cast in person at a meeting called
for the purpose of voting on such approval.
18. Effective Period and Termination of this Contract. This Contract shall take effect upon the
date first above written and shall remain in full force continuously as to a Fund and a class of
shares thereof (unless terminated automatically as set forth in Section 17 hereof) until
terminated:
(a) Either by such Fund or such class or the Distributor by not less than sixty (60) days’
written notice delivered or mailed by registered mail, postage prepaid, to the other party; or
(b) Automatically as to any Fund or class thereof at the close of business two years from the
date this Agreement became effective with respect to such Fund or class, or upon the expiration of
one year from the effective date of the last continuance of this Contract with respect to such Fund
or class, whichever is later, if the continuance of this Contract is not specifically approved at
least annually, beginning with the second year after the date this Agreement became effective with
respect to such Fund or class, by (i) either (x) the Trustees of the Trust or (y) the shareholders
of such Fund or such class by the affirmative vote of a majority of the outstanding shares of such
Fund or such class, and (ii) by a majority of the Trustees of the Trust who are not interested
persons of the Trust and who have no direct or indirect financial interest in the operation of the
Plans or this Contract by vote cast in person at a meeting called for the purpose of voting on such
approval.
Action by a Fund or a class thereof under (a) above may be taken either (i) by vote of the
Trustees of the Trust, or (ii) by the affirmative vote of a majority of the outstanding shares of
such Fund or such class. The requirement under (b) above that the continuance of this Contract be
“specifically approved at least annually” shall be construed in a manner consistent with the 1940
Act, the rules and regulations thereunder and related interpretations of the Securities and
Exchange Commission (the “SEC”) and/or its Staff.
Termination of this Contract pursuant to this Section 18 shall be without the payment of any
penalty. If this Contract is terminated or not renewed with respect to one or more Funds or classes
thereof, it may continue in effect with respect to any Fund or any class thereof as to which it has
not been terminated (or has been renewed).
19. Limited Recourse. The Distributor hereby acknowledges that the Trust’s obligations hereunder
with respect to the distribution fee or servicing fee or contingent deferred sales charges payable
with respect to the shares of any Fund of the Trust or a particular class of shares of a Fund are
binding only on the assets and property belonging to such Fund or allocated to such class.
20. Certain Definitions. For the purposes of this Contract, the “affirmative vote of a majority of
the outstanding shares” means the affirmative vote, at a duly called and held meeting of
shareholders, (a) of the holders of 67% or more of the shares of the Trust, Fund or class, as the
case may be, present (in person or by proxy) and entitled to vote at such meeting, if the holders
of more than 50% of the outstanding shares of the Trust, Fund or class, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more
than 50% of the outstanding shares of the Trust, Fund or class, as the case may be, entitled to
vote at such meeting, whichever is less.
For the purposes of this Contract, the terms “interested persons” and “assignment” shall have
their respective meanings defined in the 1940 Act, giving effect to any interpretations of or
exemptive relief granted by the Securities and Exchange Commission and/or its Staff. Certain other
items used herein that are not otherwise defined have the meaning given in the Trust’s Prospectus
or constituent agreements or documents of the Trust.
This Agreement may be executed in counterparts, which together shall constitute one and the
same instrument.
A copy of the Trust’s Declaration of Trust is on file with the Secretary of The Commonwealth
of Massachusetts and notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations of or arising out
of this instrument are not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Trust.
This agreement constitutes the entire understanding of the parties with respect to the subject
matter hereof and supersedes all prior and current understandings and agreements, whether written
or oral, with respect to such subject matter.
[Signature page follows.]
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the enclosed copy hereof.
| Very truly yours, | ||||||
| ALLIANZ FUNDS MULTI-STRATEGY TRUST | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President | |||||
| ACCEPTED: | ||||
| ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC | ||||
By: |
||||
Name:
|
||||
Title:
|
President and Chief Executive Officer | |||
Signature Page to Distribution Contract
Schedule A
Revised as of _______, 2013
Separate Investment Portfolios
Fund Name
AllianzGI Behavioral Advantage Large Cap Fund
AllianzGI China Equity Fund
AllianzGI Convertible Fund
AllianzGI Disciplined Equity Fund
AllianzGI Dynamic Emerging Multi-Asset Fund
AllianzGI Focused Opportunity Fund
AllianzGI Global Allocation Fund
AllianzGI Global Growth Allocation Fund
AllianzGI Global Managed Volatility Fund
AllianzGI Global Water Fund
AllianzGI High Yield Bond Fund
AllianzGI International Small-Cap Fund
AllianzGI Micro Cap Fund
AllianzGI Multi-Asset Real Return Fund
AllianzGI NFJ Emerging Markets Value Fund
AllianzGI NFJ Global Dividend Value Fund
AllianzGI NFJ International Small-Cap Value Fund
AllianzGI NFJ International Value II Fund
AllianzGI Redwood Fund
AllianzGI Retirement 2015 Fund
AllianzGI Retirement 2020 Fund
AllianzGI Retirement 2025 Fund
AllianzGI Retirement 2030 Fund
AllianzGI Retirement 2035 Fund
AllianzGI Retirement 2040 Fund
AllianzGI Retirement 2045 Fund
AllianzGI Retirement 2050 Fund
AllianzGI Retirement 2055 Fund
AllianzGI Retirement Income Fund
AllianzGI Short Duration High Income Fund
AllianzGI Structured Alpha Fund
AllianzGI U.S. Emerging Growth Fund
AllianzGI U.S. Equity Hedged Fund
AllianzGI Ultra Micro Cap Fund
AllianzGI China Equity Fund
AllianzGI Convertible Fund
AllianzGI Disciplined Equity Fund
AllianzGI Dynamic Emerging Multi-Asset Fund
AllianzGI Focused Opportunity Fund
AllianzGI Global Allocation Fund
AllianzGI Global Growth Allocation Fund
AllianzGI Global Managed Volatility Fund
AllianzGI Global Water Fund
AllianzGI High Yield Bond Fund
AllianzGI International Small-Cap Fund
AllianzGI Micro Cap Fund
AllianzGI Multi-Asset Real Return Fund
AllianzGI NFJ Emerging Markets Value Fund
AllianzGI NFJ Global Dividend Value Fund
AllianzGI NFJ International Small-Cap Value Fund
AllianzGI NFJ International Value II Fund
AllianzGI Redwood Fund
AllianzGI Retirement 2015 Fund
AllianzGI Retirement 2020 Fund
AllianzGI Retirement 2025 Fund
AllianzGI Retirement 2030 Fund
AllianzGI Retirement 2035 Fund
AllianzGI Retirement 2040 Fund
AllianzGI Retirement 2045 Fund
AllianzGI Retirement 2050 Fund
AllianzGI Retirement 2055 Fund
AllianzGI Retirement Income Fund
AllianzGI Short Duration High Income Fund
AllianzGI Structured Alpha Fund
AllianzGI U.S. Emerging Growth Fund
AllianzGI U.S. Equity Hedged Fund
AllianzGI Ultra Micro Cap Fund
Schedule A to Distribution Contract
IN WITNESS WHEREOF, ALLIANZ FUNDS MULTI-STRATEGY TRUST and ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC have each caused this Schedule A to the Distribution Contract to be signed in its
behalf by its duly authorized representative, as of the date first above written.
| ALLIANZ FUNDS MULTI-STRATEGY TRUST | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President | |||||
| ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President and Chief Executive Officer | |||||
Schedule A to Distribution Contract – Signature Page
