SUPPLEMENT TO DISTRIBUTION CONTRACT AllianzGI Managed Accounts Trust (formerly, Allianz Global Investors Managed Accounts Trust and Fixed Income SHares) New York, New York 10019 September 18, 2013

SUPPLEMENT TO DISTRIBUTION CONTRACT

AllianzGI Managed Accounts Trust

(formerly, Allianz Global Investors Managed Accounts Trust and Fixed Income SHares)

1633 Broadway

New York, New York 10019

September 18, 2013

Allianz Global Investors Distributors LLC

1633 Broadway

New York, New York 10019

 

Re:

Fixed Income SHares: Series LD

Ladies and Gentlemen:

This will confirm the agreement between the undersigned (the “Trust”) and Allianz Global Investors Distributors LLC (formerly known as PIMCO Advisors Distributors LLC and PIMCO Funds Distributors LLC) (the “Distributor”) as follows:

1. The Trust is an open-end management investment company organized as a Massachusetts business trust and consisting of such separate investment portfolios as have been or may be established by the Trustees of the Trust from time to time. Fixed Income SHares: Series LD (the “New Fund”) is a separate investment portfolio of the Trust.

2. The Trust and the Distributor have entered into a Distribution Contract (the “Contract”) dated March 15, 2000, pursuant to which the Distributor has agreed to be the distributor of shares of beneficial interest in the Trust.

3. In accordance with paragraph 1 of the Contract, the Trust and the Distributor hereby designate the New Fund as an additional investment portfolio to which the Contract pertains and adopt the Contract with respect to the New Fund, the terms and conditions of the Contract being hereby incorporated herein by reference.

4. This Supplement and the Contract shall become effective with respect to the New Fund on the date hereof and shall remain in full force and effect continuously as to the New Fund (unless terminated automatically as set forth in Section 16 of the Contract) until terminated:

(a) Either by the New Fund or the Distributor by not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party; or

(b) Automatically as to the New Fund at the close of business two years from the date hereof, or upon the expiration of one year from the effective date of the last continuance of the Contract, whichever is later, if the continuance of the Contract is not specifically approved at least annually by the Trustees of the Trust or the shareholders of the New Fund by the affirmative vote

---

of a majority of the outstanding shares of the New Fund, and by a majority of the Trustees of the Trust who are not “interested persons” of the Trust (as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) and who have no direct or indirect financial interest in the Contract by vote cast in person at a meeting called for the purpose of voting on such approval.

Action by the New Fund 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 the New Fund. 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 and the rules and regulations thereunder.

Termination of this Supplement and the Contract pursuant to this section shall be without the payment of any penalty.

If the Contract is terminated or not renewed with respect to the New Fund or any other investment portfolio, it may continue in effect with respect to any investment portfolio or class thereof as to which it has not been terminated (or has been renewed).

[The rest of this page intentionally left blank.]

---

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.

 

ACCEPTED:

Allianz Global Investors Distributors LLC

 

By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Managing Director

Notice

The Trust’s Third Amended & Restated Agreement and Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. This Supplement is executed on behalf of the New Fund by an officer of the Trust as an officer and not individually, and the obligations imposed upon the Trust by this Supplement are not binding upon any of the Trust’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the New Fund.