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AllianzGI Diversified Income & Convertible Fund, et al. – ‘N-2MEF’ on 5/21/15

On:  Thursday, 5/21/15, at 9:48pm ET   ·   Effective:  5/21/15   ·   Accession #:  1193125-15-197412   ·   File #s:  811-23039, 333-202699, 333-204385

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/21/15  AllianzGI Diversified Income … Fd N-2MEF      5/21/15    3:122K                                   RR Donnelley/FA
          AllianzGI Diversified Income & Convertible Fund

Document/Exhibit                   Description                      Pages   Size 

 1: N-2MEF      Allianzgi Diversified Income & Convertible Fund     HTML     76K 
 2: EX-99.(L)   Opinion and Consent of Ropes & Gray LLP             HTML     10K 
 3: EX-99.(N)   Consent of Registrants Independent Registered       HTML      6K 
                          Public Accounting Firm                                 

As filed with the Securities and Exchange Commission on May 22, 2015

1933 Act File No. 333-        

1940 Act File No. 811-23039

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

and

AllianzGI Diversified Income & Convertible Fund

(Exact Name of Registrant as Specified in Charter)

1633 Broadway

New York, New York 10019

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(212) 739-3222

(Registrant’s Telephone Number, including Area Code)

Thomas J. Fuccillo, Esq.

c/o Allianz Global Investors Fund Management LLC

1633 Broadway

New York, New York 10019

(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)

Copies of Communications to:

David C. Sullivan, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, Massachusetts 02199

Clifford R. Cone, Esq.

Leonard B. Mackey, Jr., Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Approximate Date of Proposed Public Offering:

Upon the effectiveness of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box  ¨.

It is proposed that this filing will become effective (check appropriate box):

If appropriate, check the following box:

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

EXPLANATORY NOTE

This Registration Statement is being filed to register additional Common Shares of the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form N-2 relating to the same offering and all amendments thereto (File No. 333-202699), including the prospectus and statement of additional information included therein and the exhibits thereto (other than consents refiled herewith), declared effective on May 21, 2015, are incorporated herein by reference.

PART C—OTHER INFORMATION

The Registrant has not conducted any business as of the date of this filing, other than in connection with its organization. Financial Statements indicating that the Registrant has met the net worth requirements of Section 14(a) of the Investment Company Act of 1940 (“1940 Act”) were filed in Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-202699) as filed on April 22, 2015, and are incorporated by reference.

See the Form of Underwriting Agreement, the Form of Master Selected Dealer Agreement, the Form of Master Agreement Among Underwriters, the Form of Structuring Fee Agreement between Allianz Global Investors Fund Management LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Form of Structuring Fee Agreement between Allianz Global Investors Fund Management LLC and Wells Fargo Securities, LLC, the Form of Structuring Fee Agreement between Allianz Global Investors Fund Management LLC and RBC Capital Markets, LLC, the Form of Structuring Fee Agreement between Allianz Global Investors Fund Management LLC and Stifel, Nicolaus & Company, Incorporated, the Form of Structuring Fee Agreement between Allianz Global Investors Fund Management LLC and Citigroup Global Markets Inc. and the Form of Sales Incentive Fee Agreement between Allianz Global Investors Fund Management LLC and Qualifying Underwriters, filed as Exhibit h.1, Exhibit h.2, Exhibit h.3, Exhibit h.4, Exhibit h.5, Exhibit h.6, Exhibit h.7, Exhibit h.8 and Exhibit h.9, respectively, to the Registration Statement previously filed on Form N-2 (File No. 333-202699).

Not applicable.

At April 30, 2015:

Reference is made to Article VIII, Sections 1 through 4, of the Registrant’s Amended and Restated Agreement and Declaration of Trust, previously filed as an exhibit to the Registration Statement on Form N-2 (File No. 333-202699).

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, its Bylaws or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Descriptions of the business of Allianz Global Investors Fund Management LLC, the Registrant’s investment manager and Allianz Global Investors U.S. LLC, the Registrant’s sub-adviser, are set forth under the captions “Investment Manager” and “Sub-Adviser” under “Management of the Fund” in both the Prospectus and Statement of Additional Information forming part of this Registration Statement. The following sets forth business and other connections of each director and executive officer (and persons performing similar functions) of Allianz Global Investors Fund Management LLC and Allianz Global Investors U.S. LLC. Unless otherwise noted, the principal business address of each of the businesses listed under “Other Connections” in the table below is 1633 Broadway, New York, New York 10019.

Allianz Global Investors Fund Management LLC

Allianz Global Investors U.S. LLC

Information relating to Allianz Global Investors U.S. LLC is incorporated by reference to its Form ADV previously filed electronically on the IARD system.

Allianz Global Investors Distributors LLC (“AGID”)

The account books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the 1940 Act and the rules thereunder will be maintained at the offices of Allianz Global Investors Fund Management LLC, 1633 Broadway, New York, New York 10019, Allianz Global Investors U.S. LLC, 1633 Broadway, New York, New York 10019, or the Registrant’s custodian, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, Massachusetts 02110.

Not applicable.

1.        Registrant undertakes to suspend the offering of its Common Shares until it amends the prospectus filed herewith if (1) subsequent to the effective date of its registration statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the registration statement, or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

2.        Not applicable.

3.        Not applicable.

4.        Not applicable.

5.        The Registrant undertakes that:

a.        For purposes of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

b.        For the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

6.        The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

NOTICE

A copy of the Amended and Restated Agreement and Declaration of Trust of AllianzGI Diversified Income & Convertible Fund (the “Fund”) 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 Fund by any officer of the Fund as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees of the Fund or shareholders of the Fund individually, but are binding only upon the assets and property of the Fund.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 21st day of May, 2015.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

INDEX TO EXHIBITS

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-2MEF’ Filing		Date		Other Filings
		5/22/15		3
Filed on / Effective on:		5/21/15		3,  N-2/A
		5/20/15
		5/18/15		N-2/A
		5/8/15
		4/30/15		N-2/A
		4/22/15		N-2/A
		4/20/15
				List all Filings

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Filing Submission 0001193125-15-197412   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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