AllianzGI Artificial Intelligence &
Technology Opportunities Fund
AMENDED AND
RESTATED
AGREEMENT AND
DECLARATION OF
TRUST
October 1, 2019
ALLIANZGI ARTIFICIAL INTELLIGENCE &
TECHNOLOGY OPPORTUNITIES FUND
AMENDED
AND RESTATED
AGREEMENT AND
DECLARATION OF
TRUST
AMENDED AND RESTATED
AGREEMENT AND DECLARATION
OF TRUST
made this 1st day of October, 2019, 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 24th day of May, 2019
for the purposes ofeliminating references to
the sole initial trustee, adding Trustees as
signatories hereto, and making such other changes
as the Trustees deemed necessary.
WHEREAS, pursuant to Article IX,
Section 7 of the Agreement and Declaration of
Trust, the Trustees of the Trust and the holders
of all of the beneficial interest ofthe Trust
have determined that the Agreement and
Declaration of Trust should be amended and
restated in its entirety as hereinafter set forth.
NOW, THEREFORE, this Amended and
Restated Agreement and Declaration of Trust
shall take effect as of the time ofexecution by a
majority of the Trustees of the Trust and shall be
filed with the Secretary of State ofThe
Commonwealth of Massachusetts.
WITNESSETH that:
WHEREAS, this Trust has been formed to
carry on the business of an investment company;
and
WHEREAS, the Trustees have agreed to
manage all property coming into their hands as
trustees of a Massachusetts business trust in
accordance with the provisions hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby
declare that they will hold all cash, securities and
other assets which they may from time to time
acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose ofthe same upon
the following terms and conditions for the pro
rata benefit of the holders from time to time of
Shares in this Trust as hereinafter set forth.
ARTICLEI
NAME AND DEFINITIONS
Section 1. This Trust shall be known
as "AllianzGI Artificial Intelligence &
Technology Opportunities Fund" and the
Trustees shall conduct the business of the Trust
under that name or any other name as they may
from time to time determine.
Definitions
Section 2. Whenever used herein,
unless otherwise required by the context or
specifically provided:
(a) The "Trust" refers to the
Massachusetts business trust established
by this Declaration, as amended or
restated from time to time;
(b) "Trustees" refers to the
Trustees of the Trust named herein or
elected or appointed in accordance with
Article IV hereof;
(c) "Shares" means the equal
proportionate transferable units of interest
into which the beneficial interest in the
Trust shall be divided from time to time
or, if more than one class or series of
Shares is authorized by the Trustees, the
equal proportionate transferable units into
which each class or series of Shares shall
be divided from time to time;
(d) "Shareholder" means a
record owner of Shares;
(e) The "1940 Act" refers to
the Investment Company
Act of 1940 and the
rules and regulations thereunder, all as
amended from time to time;
(f) The terms "Affiliated
Person," "Interested Person," and
"Principal Underwriter" shall have the
applicable meanings given them in the
1940 Act;
(g) "Closed-end company"
shall be as defined in the
1940 Act.
(h) "Declaration" shall mean
this Amended and Restated Agreement
and Declaration of Trust, as amended or
restated from time to time;
(i) "Bylaws" shall mean the
Bylaws of the Trust as amended or
restated from time to time;
G) The term "class" or "class
of Shares" refers to the division of Shares
into two or more classes as provided in
Article III, Section 1 hereof;
(k) The term "series" or "series
of Shares" refers to the division of Shares
representing any class into two or more
series as provided in Article III, Section 1
hereof;
(I) The term "Continuing
Trustee" shall have the meaning given to
such term in Article IV, Section 2 hereof;
(m) The term "Dissolution
Date" shall have the meaning given to such
term in clause (a) of Article IX, Section 4
hereof; and
(n) The term "Limited Term
Provision" shall have the meaning given to
such term in clause (a) of Article IX,
Section 4 hereof.
ARTIC
LEII
PURPO
SE
The purpose of the Trust is to provide
investors a managed investment primarily in
securities, debt instruments and other instruments
and rights of a financial character and to carry on
such other business as the Trustees may from
time to time determine pursuant to their authority
under this Declaration.
ARTICL
E III
SHARE
S
Division of Beneficial Interest
Section 1. The Trustees may, without
Shareholder approval, authorize one or more
classes of Shares (which classes may be divided
into two or more series), Shares of each such class
or series having such par value and such
preferences, voting powers, terms of redemption,
if any, and special or relative rights or privileges
(including conversion rights , if any) as the
Trustees may determine. Subject to applicable
law, the Trustees may, without Shareholder
approval, authorize the Trust to issue subscription
or other rights representing interests in Shares to
existing Shareholders or other persons subject to
such terms and conditions as the Trustees may
determine. The number of Shares of each class
or series authorized shall be unlimited, except as
the Bylaws may otherwise provide, and the Shares
so authorized may be represented in part by
fractional shares. The Trustees may from time to
time divide or combine the Shares of
any class or series into a greater or lesser number
without thereby changing the proportionate
beneficial interest in the class or series.
Ownership of Shares
Section 2. The ownership of Shares
shall be recorded on the books of the Trust or a
transfer or similar agent of the Trust. Except as
provided in the Bylaws or as the Trustees may
otherwise determine from time to time, no
certificates certifying the ownership of Shares
shall be issued. The Trustees may make such rules
as they consider appropriate for the issuance of
Share
certificates, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar
agent, as the case may be, shall be conclusive as to who are the
Shareholders of each class and series and as to the number of
Shares of each class and series held from time to time by each
Shareholder.
Investments in the Trust
Section 3. The Trustees shall accept investments in the
Trust from such persons and on such terms and, subject to any
requirements oflaw, for such consideration, which may consist of
cash or tangible or intangible property or a combination thereof, as
the Trustees or the Bylaws from time to time authorize.
No Preemptive Rights
Section 4. Shareholders shall have no preemptive or
other right to receive, purchase or subscribe for any additional
Shares or other securities issued by the Trust.
Derivative Claims
Section 5. No Shareholder or group of Shareholders
shall have the right to bring or maintain any court action,
proceeding or claim on behalf of the Trust or any series or class
of Shares without first making demand on the Trustees requesting
the Trustees to bring or maintain such action, proceeding or claim.
Such demand shall not be excused under any circumstances,
including claims of alleged interest on the part of the Trustees,
unless the plaintiff makes a specific showing that irreparable
nonmonetary injury to the Trust or a series or class of Shares would
otherwise result. Such demand shall be mailed to the Secretary of
the Trust at the Trust's principal office and shall set forth in
reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the
Shareholder(s) to support the allegations made in the demand.
The Trustees shall consider such demand within 90 days of its
receipt by the Trust. In their sole discretion, the Trustees may
submit the matter to a vote of Shareholders of the Trust or a
series or class of Shares, as appropriate. Any decision by the
Trustees to bring, maintain or settle (or not to bring, maintain or
settle) such court action, proceeding or claim, or to submit the
matter to a vote of Shareholders, shall be made by the Trustees
in their business judgment and shall be binding upon the
Shareholders and no suit, proceeding or other action shall be
commenced or maintained after a decision to reject a demand. Any
Trustee acting in connection with any demand or any proceeding
relating to a claim on behalf of or for the benefit of the Trust
who is not an Interested Person of the Trust shall be deemed to
be independent and disinterested with respect to such demand,
proceeding or claim.
This provision does not apply to claims made under federal
securities laws.
Status of Shares and Limitation of Personal Liability
Section 6. Shares shall be deemed to be personal
property giving only the rights provided in this Declaration or the
Bylaws. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly
assented and agreed to the terms of this
Declaration and the Bylaws and to have become a
party hereto and thereto. The death of a
Shareholder during the continuance of the Trust
shall not operate to terminate the same nor entitle
the representative of any deceased Shareholder to
an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this
Trust. Ownership of Shares shall not entitle the
Shareholder to any title in or to the whole or any
part of the Trust property or right to call for a
partition or division of the same or for an
accounting, nor shall the ownership of Shares
constitute the Shareholders partners. Neither the
Trust nor the Trustees, nor any officer, employee
or agent of the Trust, shall have any power to
bind personally any Shareholder, nor except as
specifically provided herein to call upon any
Shareholder for the payment of any sum of
money or assessment whatsoever other than such
as the Shareholder may at any time personally
agree to pay.
ARTICL
E IV THE
TRUSTE
ES
Number and Classes of Trustees and Term of
Office
Section 1. Subject to the voting
powers of one or more classes or series of Shares
as set forth in the Bylaws, the number of Trustees
shall be such number as shall be fixed from time
to time by the vote of a majority of the Trustees
then in office; provided, however, that the
number of Trustees shall in no event be less than
three (3) from and after the date when Shares are
first sold pursuant to a public offering. The
Trustees who are signatories to this Declaration
on the date hereof, and such other persons as the
Trustee or Trustees then in office shall appoint (to
fill a vacancy or otherwise) prior to any sale of
Shares pursuant to a public offering, shall each
serve until the first meeting of Shareholders at
which Trustees are elected (or, if later, until the
first meeting of Shareholders at which Trustees of
the Class to which such Trustee has been assigned
are elected) and until his or her successor is
elected and qualified, or until he or she sooner
dies, resigns or is removed, subject in each case to
the Classes of Trustees and terms created pursuant
to this Article IV.
An initial annual meeting of Shareholders
or special meeting in lieu thereof shall be called
to be held not more than twenty-four months after
Shares are first sold pursuant to a public offering;
subsequent annual meetings of Shareholders or
special meetings in lieu thereof (each an "annual
meeting") shall be held as specified in the
Bylaws. Prior to any sale of Shares pursuant to a
public offering, the Trustees shall classify
themselves, with respect to the time for which
they severally hold office, into the following three
classes (each, a "Class"): Class I, whose term
expires at the initial annual meeting; Class II,
whose term expires at the next succeeding annual
meeting after the initial annual meeting (the
"second annual meeting"); and Class III, whose
term expires at the next succeeding annual
meeting after the second annual meeting. Each
Class shall consist, as nearly as may be possible,
of one-third of the total number of Trustees
constituting the entire Board of Trustees. At each
annual meeting beginning with the initial annual
meeting, the successors of the Class of Trustees
whose term expires at that meeting shall be
elected to hold office for a term expiring at the
annual meeting held in the third year following the
year of their
election, with each Trustee holding office until
the expiration of the term of the relevant Class
and the election and qualification of his or her
successor, or until he or she sooner dies, resigns,
retires, or is disqualified or removed from office.
The Trustees shall assign by resolution from their
number Trustees to each of the three Classes. The
Trustees may also determine by resolution those
Trustees in each Class that shall be elected by
Shareholders of a particular class of Shares (e.g.,
by a class of preferred Shares issued by the Trust)
prior to the initial public offering of such class of
Shares.
If the number of Trustees is changed, any
increase or decrease shall be apportioned among
the Classes, as of the annual meeting of
Shareholders next succeeding any such change, so
as to maintain a number of Trustees in each Class
as nearly equal as possible. No reduction in the
number of Trustees shall have the effect
ofremoving any Trustee from office prior to the
expiration of his or her term unless the Trustee is
specifically removed pursuant to Section 3 of this
Article IV at the time of the decrease. Except as
provided in this Section 1 or Section 3 of this
Article IV, Trustees shall be elected only at an
annual meeting of Shareholders.
Continuing Trustee: Definition
Section 2. For purposes of this
Declaration and the Bylaws, the term "Continuing
Trustee" shall mean any member of the Board of
Trustees who either (a) has been a member of the
Board of Trustees for a period of at least thirty-six
months (or since the commencement of the
Trust's operations, if less than thirty-six months)
or (b) was nominated to serve as a member of the
Board of Trustees by a majority of the Continuing
Trustees then members of the Board of Trustees.
Vacancies: Resignation: Removal
Section 3. From and after the date
when Shares are first sold pursuant to a public
offering and subject to any voting powers of one
or more classes or series of Shares as set forth in
this Declaration or in the Bylaws or by resolution
of the Board of Trustees, any vacancies
occurring in the Board of Trustees may be filled
by the Trustees as set forth below. Prior to the
date when Shares are first sold pursuant to a
public offering, subject to any limitations imposed
by the 1940 Act or other applicable law, any
vacancies occurring in the Board of Trustees may
be filled by the Trustees without any action by or
meeting of Shareholders.
Subject to any limitations imposed by the
1940 Act or other applicable law, any vacancy
occurring in the Board of Trustees that results
from an increase in the number of Trustees may
be filled by a majority of the entire Board of
Trustees, and any other vacancy occurring in the
Board of Trustees may be filled by a majority of
the Trustees then in office, whether or not
sufficient to constitute a quorum, or by a sole
remaining Trustee; provided, however, that if the
Shareholders of any class or series of Shares are
entitled separately to elect one or more Trustees, a
majority of the remaining Trustees elected by that
class or series or the sole remaining Trustee
elected by that class or series may fil) any
vacancy among the number of Trustees elected by
that class or series, or if there is no remaining
Trustee elected by that class or series, a majority
of the entire Board of Trustees may fill any such
vacancy elected by that class or series. A Trustee
elected by
the Board of Trustees to fill any vacancy
occurring in the Board of Trustees shall serve
until the next annual meeting of the Shareholders
and until his or her successor shall be elected and
shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or
removal from office. At any annual meeting of
Shareholders, any Trustee elected to fill any
vacancy occurring in the Board of Trustees that
has arisen since the preceding annual meeting of
Shareholders (whether or not any such vacancy
has been filled by election of a new Trustee by
the Board of Trustees) shall hold office for a
term that coincides with the remaining term of
the Class of Trustee to which such office was
previously assigned, if such vacancy arose other
than by an increase in the number of Trustees,
and until his or her successor shall be elected and
shall qualify. In the event such vacancy arose
due to an increase in the number of Trustees, any
Trustee so elected to fill such vacancy at an
annual meeting shall hold office for a term which
coincides with that of the Class of Trustee to
which such office has been apportioned as
heretofore provided, and until his or her
successor shall be elected and shall qualify.
Any Trustee may resign his or her trust or
retire as a Trustee (without need for prior or
subsequent accounting except in the event of
removal) by an instrument in writing signed by
him and delivered to the President or Secretary
or a Trustee of the Trust, and such resignation or
retirement shall be effective upon such delivery,
or at a later date according to the terms of the
instrument. Any Trustee may be removed from
office only for "Cause" (as hereinafter defined)
and only (i) by action of at least seventy-five
percent (75%) of the outstanding Shares of the
classes or series of Shares entitled to vote for the
election of such Trustee, or (ii) by written
instrument, signed by at least seventy-five
percent (75%) of the remaining Trustees,
specifying the date when such removal shall
become effective. "Cause" for these purposes
shall require willful misconduct, dishonesty or
fraud on the part of the Trustee in the conduct of
his or her office or such Trustee being convicted
of a felony.
Effect of Death. Resignation. etc. of a Trustee
Section 4 . The death, declination,
resignation, retirement, removal, d
isqualification
or incapacity of the Trustees, or any one of them,
shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms
of this Declaration. Powers
Section 5. Subject to the provisions of
this Declaration, the business of the Trust shall
be managed by the Trustees, and they shall have
alJ powers necessary or convenient to carry out
that responsibility. Without limiting the
foregoing, the Trustees may adopt Bylaws not
inconsistent with this Declaration providing for
the conduct of the business of the Trust and may
amend and repeal them to the extent and as
provided in Article IX, Section 7(c) of this
Declaration. Subject to the voting power of one
or more classes or series of Shares as set forth in
this Declaration or in the Bylaws or by resolution
of the Board of Trustees, the Trustees may fill
vacancies in or add to their number, including
vacancies resulting from increases in their
number, and may elect and remove such officers
and appoint and terminate such agents as they
consider appropriate; they may appoint from their
own number, and terminate, any one or more
committees consisting of one or more Trustees,
including an executive committee which may,
when the Trustees are not in session, exercise
some or all of the power and authority of the
Trustees as the Trustees may determine; they may
appoint an advisory board, the members of which
shall not be Trustees and need not be
Shareholders; they may employ one or more
custodians of the assets of the Trust and may
authorize such custodians to employ
subcustodians (including foreign custodians) and
to deposit all or any part of such assets in a system
or systems for the central handling of securities,
retain a transfer agent or a shareholder servicing
agent, or both, retain a fund account agent or
administrator, or both, provide for the distribution
of Shares by the Trust, through one or more
principal underwriters or otherwise, set record
dates for the determination of Shareholders with
respect to various matters, and in general
delegate such authority as they consider
desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or
employee of the Trust or to any such custodian or
underwriter or other duly appointed service
provider.
Without limiting the foregoing, the
Trustees shall have power and authority:
(a) To invest and reinvest cash,
and to hold cash uninvested;
(b) To sell, exchange, lend,
pledge, mortgage, hypothecate, write
options on and lease any or all of the assets
of the Trust;
(c) To vote or give assent, or
exercise any rights of ownership, with
respect to stock or other securities or
property; and to execute and deliver
proxies or powers of attorney to such
person or persons as the Trustees shall
deem proper, granting to such person or
persons such power and discretion with
relation to securities or property as the
Trustees shall deem proper;
(d) To exercise powers and
rights of subscription or otherwise which
in any manner arise out of ownership of
securities;
(e) To hold any security or
property in a form not
indicating any trust,
whether in bearer, unregistered or other
negotiable form, or in the na.Ille of the
Trustees or of the Trust or in the name of a
custodian, subcustodian or other
depository or a nominee or nominees or
otherwise;
(f) To the extent necessary or
appropriate to give effect to the
preferences, special or relative rights and
privileges of any classes or series of
Shares, to allocate assets, liabilities,
income and expenses of the Trust to a
particular class or classes or series of
Shares or to apportion the same among two
or more classes or series;
(g) To consent to or participate
in any plan for the reorganization,
consolidation or merger of any corporation
or issuer, any security of which is or was
held in the Trust; to consent to any
contract, lease, mortgage, purchase or sale
of property by such corporation or issuer,
and to pay calls or subscriptions with
respect to any security held in the Trust;
(h) To join with other security
holders in acting through a committee,
depositary, voting trustee or otherwise,
and in that connection to deposit any
security with, or transfer any security to,
any such committee, depositary or
trustee, and to delegate to them such
power and authority with relation to any
security (whether or not so deposited or
transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay,
such portion of the expenses and
compensation of such committee,
depositary or trustee as the Trustees shall
deem proper;
(i) To compromise, arbitrate,
mediate or otherwise adjust claims in
favor of or against the Trust on any matter
in controversy, including but not limited
to claims for taxes;
G) To enter into joint ventures,
general or limited partnerships, limited
liability companies, and any other
combinations or associations;
(k) To borrow funds;
(1) To endorse or guarantee
the payment of any notes or other
obligations of any person; to make
contracts of guaranty or suretyship, or
otherwise assume liability for payment
thereof; and to mortgage and pledge the
Trust property or any part thereof to
secure any of or all of such obligations;
(m) To purchase and pay for
entirely out of Trust property such
insurance as they may deem necessary or
appropriate for the conduct of the
business of the Trust, including, without
limitatio n, insurance policies insuring
the assets of the Trust and payment of
distributions and principal on its portfolio
investments, and insurance policies
insuring the Shareholders, Trustees,
officers, employees, agents, investment
advisers,
sub-advisers or managers, principal
underwriters or independent contractors of
the Trust individually against all claims
and liabilities of every nature arising by
reason of holding, being or having held
any such office or position, or by reason
of any action alleged to have been taken
or omitted by any such person as
Shareholder, Trustee, officer, employee,
agent, investment adviser, sub-adviser or
manager, principal underwriter or
independent contractor, including any
action taken or omitted that may be
determined to constitute negligence,
whether or not the Trust would have the
power to indemnify such person against
such liability;
(n) To pay pensions for
faithful service, as deemed appropriate by
the Trustees, and to adopt, estab1ish and
carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and
other retirement, incentive and benefit
plans, trusts and provisions, including the
purchasing of life insurance and annuity
contracts as a means of providing such
retirement and other benefits, for any or
all of the Trustees, officers, employees
and agents of the Trust;
(o) To purchase or otherwise
acquire Shares; and
(p) To engage in any other
lawful act or activity in which business
corporations or voluntary associations
organized under the laws of The
Commonwealth of Massachusetts may
engage, including, but not limited to, any
and all acts permitted of a Closed-end
company under the ▇▇▇▇ ▇▇▇.
The Trustees shall not in any way be bound or
limited by any present or future law or custom in
regard to investments by trustees. Except as
otherwise provided herein or from time to time in
the Bylaws, any action to be taken by the Trustees
may be taken by a majority of the Trustees present
at a meeting of the Trustees (a quorum being
present), within or without Massachusetts. Except
as otherwise provided herein or from time to time
in the Bylaws, any action to be taken by the
Trustees may be taken at a meeting held by means
of a conference telephone or other
communications equipment by means of which all
persons participating in the meeting can hear each
other at the same time and participation by such
means shall constitute presence in person at a
meetin g, or by written consents of a majority of
the Trustees then in office (or such greater
number as may be required by this Declaration,
the Bylaws or applicable law).
Payment of Expenses by the Trust
Section 6. The Trustees are authorized
to pay, or to cause to be paid out of the principal
or income, or partly out of principal and partly out
of income, of the Trust as they deem fair, all
expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, or
in connection with the management thereof,
including, but not limited to, the Trustees'
compensation and such expenses and charges for
the services of the Trust's officers, employees,
investment advisers, sub-advisers or managers,
principal underwriters, auditors, counsel,
custodians, transfer agents, shareholder servicing
agents, and such other agents or independent
contractors and such other expenses and charges
as the Trustees may deem necessary or proper to
incur.
Ownership of Assets of the Trust
Section 7. Title to all of the assets of
the Trust and each series and class of Shares shall
at all times be considered as vested in the
Trustees.
Advisory. Management and Distribution
Section 8. The Trustees may, at any
time and from time to time, contract for exclusive
or nonexclusive advisory and/or management
services with one or more corporations, trusts,
associations or other organizations (each, a
"Manager"), every such contract to comply with
such requirements and restrictions as may be set
forth in the Bylaws; and any such contract may
provide for one or more sub-advisers or other
agents who shall perform all or part of the
obligations of the relevant Manager under such
contract and contain such other terms interpretive
of or in addition to said requirements and
restrictions as the Trustees may determine,
including,
without limitation, authority to determine from
time to time what investments shall be purchased,
held, sold, or exchanged and what portion, if
any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's
investments. The Trustees may also, at any time
and from time to time, contract with one or more
Managers or other corporations, trusts,
associations or other organizations, appointing it
or them exclusive or nonexclusive distributor(s)
and/or principal underwriter(s) for the Shares,
every such contract to comply with such
requirements and restrictions as may be set forth
in the Bylaws; and any such contract may
contain such other terms interpretive of or in
addition to said requirements and restrictions as
the Trustees may determine.
The fact that:
(i) any of the
Shareholders, Trustees or officers
of the Trust is a shareholder,
director, officer, partner, trustee,
employee, manager, adviser, sub-
adviser, principal underwriter or
distributor or agent of or for any
corporation, partnership, trust,
association or other organization,
or of or for any parent or affiliate
of any organization, with which
an advisory, sub-advisory or
management contract, or principal
underwriter's or distributor's
contract, or transfer, shareholder
servicing or other agency contract
may have been or may hereafter
be made or that any such
organization, or any parent or
affiliate thereof, is a Shareholder
or has an interest in the Trust, or
that
(ii) any corporation,
trust, association or other
organization with which an
advisory, sub-advisory or
management contract or principal
underwriter's or distributor's
contract or transfer, shareholder
servicing or other agency contract
may have been or may hereafter
be made also has an advisory,
sub-advisory or management
contract, or principal underwriter's
or distributor's contract or
transfer, shareholder servicing or
other agency contract with one or
more other corporations, trusts,
associations or other
organizations, or has other
business or interests,
shall not affect the validity of any such
contract or disqualify any Shareholder, Trustee or
officer of the Trust from voting upon or
executing the same or create any liability or
accountability to the Trust or its Shareholders.
Address of the Trustees and Agent for Service of
Process
Section 9. The principal address of
the Trustees on the date hereof is c/o Allianz
Global Investors U.S. LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The name and
address of the resident agent of the Trust on the
date hereof in The Commonwealth of
Massachusetts is Corporation Service Company,
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇. Each Trustee may change his or her
principal address, and the Trustees may appoint a
new or successor resident agent of the Trust, in
each case at any time in his, her or their sole
discretion.
ARTIC
LE V
SHAREHOLDERS' VOTING
POWERS AND MEETINGS
General
Section 1. Except as otherwise
provided in this Article V or elsewhere in this
Declaration, Shareholders shall have such power
to vote as is provided for in, and shall and may
hold meetings and take actions pursuant to, the
provisions of the Bylaws.
Voting Powers as to Certain Transactions Section
2.
(a) Except as otherwise provided in
paragraph (b) of this Section 2, the affirmative
vote or consent of at least seventy-five percent
(75%) of the Trustees of the Trust and at least
seventy-five percent (75%) of the Shares
outstanding and entitled to vote thereon shall be
necessary to authorize any of the following
actions:
(i) the merger or consolidation
or share exchange of the Trust or
any series or class of Shares with
or into any other person or
company (including, without
limitation, a partnership,
corporation, joint venture, business
trust, common law trust or any
other business organization) or of
any such person or company with
or into the Trust or any series or
class of Shares;
(ii) the issuance or transfer by
the Trust or any series or class of
Shares (in one or more series of
transactions in any twelve-month
period) of any securities of the
Trust or such series or class to any
other person or entity for cash,
securities or other property (or
combination thereof) having an
aggregate fair market value of
$1,000,000 or more, excluding (i)
sales of any securities of the Trust
or a series or class in connection
with a public offering thereof, (ii)
issuance of securities of the Trust or
a series or class pursuant to a
dividend reinvestment plan adopted by
the Trustees and (iii) issuances of
securities of the Trust or a series or
class upon the exercise of any
stock subscription rights
distributed by the Trust or a
series or class;
(iii) a sale, lease, exchange,
mortgage, pledge, transfer or other
disposition by the Trust or any
series or class of Shares (in one or
a series of transactions in any
twelve-month period) to or with
any person of any assets of the
Trust or such series or class having
an aggregate fair market value
of$1,000,000 or more, except for
transactions in securities effected
by the Trust or a series or class in
the ordinary course of business;
(iv) any Shareholder proposal
as to specific investment decisions
made or to be made with respect to
the assets of the Trust or a series or
class of Shares.
(b) Notwithstanding anything to the
contrary in paragraph (a) of this Section 2, so
long as each action is approved by both a
majority of the entire Board of Trustees and
seventy- five percent (75%) of the Continuing
Trustees, and so long as all other conditions and
requirements, if any, provided for in the Bylaws
and applicable law have been satisfied, then no
Shareholder vote or consent shall be necessary or
required to approve any of the actions listed in
paragraphs (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this
Section 2, except to the extent such Shareholder
vote or consent is required by the 1940 Act or
other applicable law.
Conversion to Open-End Company
Section 3. Notwithstanding any other
provisions in this Declaration or the Bylaws, the
conversion of the Trust or any series of Shares
from a "closed-end company" to an "open-end
company," as those terms are defined in Sections
5(a)(2) and 5(a)(l), respectively, of the 1940 Act
(as in effect on the date of this Declaration),
together with any necessary amendments to this
Declaration to permit such a conversion, shall
require the affirmative vote or consent of at least
seventy-five percent (75%) of each class of the
Shares outstanding and entitled to vote on the
matter, unless a majority of the Trustees and
seventy-five percent (75%) of the Continuing
Trustees entitled to vote on the matter approve
such conversion and related actions. In the event
of such approval by the Trustees and the
Continuing Trustees as referred to in the
preceding sentence, the 1940 Act shall govern
whether and to what extent a vote or consent of
Shares shall be required to approve such
conversion and related actions. Any affirmative
vote or consent required under this Section 3
shall be in addition to the vote or consent of the
Shareholders otherwise required by law or by
any agreement between the Trust and any
national securities exchange.
ARTICLE VI
DISTRIBUTIONS AND
DETERMINATION OF NET
ASSET VALUE
Distributions
Section 1. The Trustees may each
year, or more frequently if they so desire , but
need not, distribute to the Shareholders of any or
all classes or series of Shares such income and
gains, accrued or realized, as the Trustees may
determine, after providing for actual and accrued
expenses and liabilities (including such reserves
as the Trustees may establish) determined in
accordance with good accounting practices and
subject to the preferences, special or relative
rights and privileges of the various classes or
series of Shares. The Trustees shall have full
discretion to determine which items shall be
treated as income and which items as capital and
their determination shall be binding upon the
Shareholders. Distributions of income for each
year or other period, if any be made, may be
made in one or more payments, which shall be in
Shares, in cash or otherwise and on a date or
dates and as of a record date or dates determined
by the Trustees. At any time and from time to
time in their discretion, the Trustees may
distribute to the Shareholders as of a record date
or dates determined by the Trustees, in Shares,
in cash or otherwise, all or part of any gains
realized on the sale or disposition of property or
otherwise, or
all or part of any other principal of the Trust. Each
distribution pursuant to this Section 1 to the
Shareholders of a particular class or series shall be
made ratably according to the number of Shares of
such class or series held by the several
Shareholders on the applicable record date
thereof, provided that no distribution need be
made on Shares purchased pursuant to orders
received, or for which payment is made, after such
time or times as the Trustees may determine. Any
such distribution paid in Shares will be paid at the
net asset value thereof as determined in
accordance with Section 2 of this Article VI, or at
such other value as may be specified by the
Bylaws or as the Trustees may from time to time
determine, subject to applicable laws and
regulations then in effect.
Determination of Net Asset Value
Section 2. The net asset value per
share of each class and each series of Shares of
the Trust shall be determined in accordance with
the 1940 Act and any related procedures adopted
by the Trustees from time to time. Determinations
made under and pursuant to this Section 2 in good
faith and in accordance with the provisions of the
1940 Act shall be binding on all parties
concerned.
ARTIC
LE VII
COMPENSATION
AND LIMITATION
OF LIABILITY
OF TRUSTEES
Compensation
Section 1. The Trustees as such shall
be entitled to reasonable compensation from the
Trust; they may fix the amount of their
compensation. Nothing herein shall in any way
prevent the Trust's employment of any Trustee for
advisory, management, legal, accounting,
investment banking, underwriting, brokerage or
other services and payment for the same by the
Trust.
Limitation of Liability
Section 2. The Trustees shall not be
responsible or liable in any event for any neglect
or wrongdoing of any officer, agent, employee,
adviser, sub-adviser, manager or principal
underwriter of the Trust, nor shall any Trustee be
responsible for the act or omission of any other
Trustee, but nothing herein contained shall protect
any Trustee against any liability to which he or
she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the
conduct of his or her office.
Every note, bond, contract, instrument,
certificate, Share or undertaking and every other
act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them
in connection with the Trust shall be conclusively
deemed to have been executed or done only in or
with respect to their or his or her capacity as
Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
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Section 1. The Trust shall indemnify
each of its Trustees and officers (including
persons who serve at the Trust's request as
directors, officers or trustees of another
organization in which the Trust has any interest
as a shareholder, creditor or otherwise)
(hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but
not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred
by any Covered Person in connection with the
defense or disposition of any action, suit or
other proceeding, whether civil or criminal,
before any court or administrative or legislative
body, including any form of alternate dispute
resolution, such as, but not limited to, arbitration
or mediation, in which such Covered Person
may be or may have been involved as a party or
otherwise or with which such Covered Person
may be or may have been threatened, while in
office or thereafter, by reason of being or having
been such a Covered Person, except with respect
to any matter as to which such Covered Person
shall have been finally adjudicated
in a decision on the merits in any such action,
suit or other proceeding not to have acted in
good faith in the reasonable belief that such
Covered Person's action was in the best interests
of the Trust and except that no Covered Person
shall be indemnified against any liability to the
Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in
the conduct of such Covered Person's office.
Expenses, including counsel fees so incurred by
any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), shall be
paid from time to time by the Trust in advance
of the final disposition of any such action, suit
or proceeding upon receipt of an undertaking by
or on behalf of such Covered Person to repay
amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses
is not authorized under this Article VIII,
provided, that (a) such
Covered Person shall provide appropriate
security for his or her undertaking, (b) the Trust
shall be insured against losses arising by reason
of such Covered Person's failure to fulfill his or
her undertaking, or (c) a majority of the Trustees
who are disinterested persons and who are not
Interested Persons of the Trust (provided that a
majority of such Trustees then in office act on the
matter), or independent legal counsel in a
written opinion shall determine, based on a
review of readily available facts (but not a full
trial-type inquiry), that there is reason to believe
such Covered Person ultimately will be entitled
to indemnification.
Each Covered Person's right to
indemnification vests by virtue of such Covered
Person's status as such, and no repeal or
modification of this Article VIII, Section 1 shall
adversely affect any rights to indemnification
from liabilities or expenses or to the
advancement of liabilities or expenses of any
Covered Person who is within the definition of
"Covered Person" existing at the time of such
repeal or modification with respect to any acts
or omissions occurring prior to such repeal or
modification.
Compromise Payment
Section 2. As to any matter disposed
of (whether by a compromise payment, pursuant
to a consent decree or otherwise) without an
adjudication in a decision on the merits by a
court, or by any other body before which the
proceeding was brought, that such Covered
Person either (a) did not act in good faith in the
reasonable belief that such Covered Person's
action was in the best interests of the Trust or (b)
is liable to the Trust or its Shareholders by reason
of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the
conduct of such Covered Person's office,
indemnification shall be provided if (x) approved
as in the best interests of the Trust, after notice
that it involves such indemnification, by at least a
majority of the Trustees who are disinterested
persons and are not Interested Persons of the Trust
(provided that a majority of such Trustees then in
office act on the matter), upon a determination,
based upon a review of readily available facts
(but not a full trial-type inquiry) that such
Covered Person acted in good faith in the
reasonable belief that such Covered Person's
action was in the best interests of the Trust and is
not liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's
office, or (y) there has been obtained an opinion
in writing of independent legal counsel, based
upon a review of readily available facts (but not a
full trial-type inquiry), to the effect that such
Covered Person appears to have acted in good
faith in the reasonable belief that such Covered
Person's action was in the best interests of the
Trust and that such indemnification would not
protect such Covered Person against any liability
to the Trust to which such Covered Person would
otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of his or her office. Any approval
pursuant to this Section 2 shall not prevent the
recovery from any Covered Person of any amount
paid to such Covered Person in accordance with
this Section 2 as indemnification if such Covered
Person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered
Person's action was in the best interests of the
Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such
Covered Person's office.
Rebuttable Presumption
Section 3. For purposes of the
determination or opinion referred to in clause (c)
of Section 1 of this Article VIII or clauses (x) or
(y) of Section 2 of this Article VIII, the majority
of disinterested Trustees acting on the matter or
independent legal counsel, as the case may be,
shall be entitled to rely upon a rebuttable
presumption that the Covered Person has not
engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's
office.
Indemnification Not Exclusive
Section 4. The right of
indemnification hereby provided shall not be
exclusive of or affect any other rights to which any
such Covered Person may be entitled. As used in
this Article VIII, the term "Covered Person" shall
include such person's heirs, executors and
administrators, and a "disinterested person" is a
person against whom none of the actions, suits or
other proceedings in question or another action,
suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing
contained in this Article VIII shall affect any
rights to indemnification to which personnel of the
Trust, other than Trustees or officers, and other
persons may be entitled by contract or otherwise
under law, nor the power of the Trust to purchase
and maintain liability insurance on behalf of any
person.
Shareholders
Section 5. In case any Shareholder or
former Shareholder shall be held to be personally
liable solely by reason of his or her being or
having been a Shareholder and not because of his
or her acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his or
her heirs, executors, administrators or other legal
representatives or, in the case of a corporation or
other entity, its corporate or other general
successor) shall be entitled to be held harmless
from and indemnified against all loss and expense
arising from such liability.
ARTICLE
IX
MISCELLA
NEOUS
Trustees, Shareholders etc. Not Personally
Liable: Notice
Section 1. All persons extending
credit to, contracting with or having any claim
against the Trust or a particular series or class of
Shares shall look only to the assets of the Trust or
the assets of that particular series or class of
Shares for payment under such credit, contract or
claim; and neither the Shareholders nor the
Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or
future, shall be personally liable therefor.
Nothing in this Declaration shall protect any
Trustee against any liability to which such Trustee
would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of the office of Trustee.
Every note, bond, contract, instrument,
certificate or undertaking made or issued by the
Trustees or by any officer or officers shall give
notice that this Declaration is on file with the
Secretary of The Commonwealth of
Massachusetts and shall recite that the same was
executed or made by or on behalf of the Trust or
by them as Trustee or Trustees or as officer or
officers and not individually and that the
obligations of such instrument are not binding
upon any of them or the Shareholders
individually but are binding only upon the assets
and property of the Trust, and may contain such
further recital as he or she or they may deem
appropriate, but the omission thereof shall not
operate to bind any Trustee or Trustees or officer
or officers or Shareholder or Shareholders
individually.
Trustees and Officers Good Faith Action, Expert
Advice. No Bond or Surety
Section 2. The exercise by the
Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A
Trustee or officer shall be liable for his or her own
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of the office of Trustee or officer, and for
nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees
or officers may take advice of counsel or other
experts with respect to the meaning and operation
of this Declaration, and shall be under no liability
for any act or omission in accordance with such
advice or for failing to follow such advice. The
Trustees and officers shall not be required to give
any bond as such, nor any surety if a bond is
required.
For purposes of (a) any standard of care
applicable to a Trustee in the discharge of his or
her duties as a trustee and (b) indemnification of a
Trustee pursuant to Article VIII of this Declaration
of Trust, the conduct of the Trustee shall be
evaluated solely by reference to a hypothetical
reasonable person, without regard to any special
expertise, knowledge or other qualifications of the
Trustee. In particular, and without limiting the
generality of the foregoing, neither the
determination that a Trustee is an "audit
committee financial expert" nor the knowledge,
experience or other qualifications underlying such
a determination shall result in that Trustee being
held to a standard of care that is higher than the
standard that would be applicable in the absence
of such a determination or such knowledge,
experience or qualification, nor shall such a
determination or such knowledge, experience or
other qualification impose any duties, obligations
or liabilities that are greater than would obtain in
the absence of such a determination or such
knowledge, experience or qualification.
Liability of Third Persons Dealing with Trustees
Section 3. No person dealing with the
Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or
to be made by the Trustees or to see to the
application of any payments made or property
transferred to the Trust or upon its order.
Duration and Termination of Trust
Section 4.
(a) Notwithstanding any other provision of
this Declaration or the Bylaws, unless terminated
sooner in accordance with paragraph (b) of this
Section 4, and except as otherwise provided in this
Section 4, the Trust shall terminate as of the first
business day following the twelfth anniversary of
the effective date of the Trust's initial registration
statement on Form N-2 (the "Dissolution Date' );
provided, however, that:
(i) the term of the Trust may be
extended (A) initially, pursuant to a
decision made as of a date within
twelve months preceding the
Dissolution Date, to a date up to
and including the first anniversary
of the Dissolution Date (the "First
Extension") and, further, (B)
pursuant to a decision made during
the period of the
First Extension, to a date up to and
including the eighteen-month
anniversary of the Dissolution
Date, in each case with such
decision made by vote or consent
of a majority of the Board of
Trustees and seventy-five percent
(75%) of the Continuing Trustees
(the "Limited Term Provision")
without Shareholder approval.
(ii) as of a date within twelve
months preceding the Dissolution
Date, or, as applicable, within
twelve months preceding the
expiration date of an extended
term of the Trust pursuant to
Section 4(a)(i), the Board of
Trustees may (but is not required
to), by vote or consent of a
majority of the Board of Trustees
and
seventy-five percent (75%) of the
Continuing Trustees, cause the
Trust to conduct a tender offer to
all common Shareholders to
purchase alJ outstanding common
Shares of the Trust at a price equal
to the net asset value per common
share on the expiration date of the
tender offer (an "Eligible Tender
Offer"). If the number of properly
tendered shares would result in
the Trust's net assets totaling
below $200 million (the
"Dissolution Threshold"), the
Eligible Tender Offer will be
canceled, no shares will be
repurchased pursuant to the
Eligible Tender Offer, and the
Trust will terminate as scheduled
in accordance with paragraph (a)
of this Section 4. If an Eligible
Tender Offer is conducted and the
number of properly tendered
shares would result in the Trust's
net assets totaling greater than or
equal to the Dissolution
Threshold, all common Shares
properly tendered and not
withdrawn will be purchased by
the Trust pursuant to the terms of
the Eligible Tender Offer, after
which the Trust shall terminate on
the Dissolution Date or any
extension thereof, unless the
Board of Trustees, by vote or
consent of a majority of the Board
of Trustees and seventy-five
percent (75%) of the Continuing
Trustees, determines prior thereto
that the Trust shall have a
perpetual term and the
Dissolution Date or any extension
thereof will no longer apply,
subject to the ability of the
Shareholders or the Board of
Trustees to terminate the Trust as
provided in Section 4(b).
(b) In addition to termination pursuant to the
Limited Term Provision in paragraph (a) of this
Section 4, subject to the voting powers of one or
more classes or series of Shares as set forth in the
Bylaws, the Trust may be terminated at any time
(i) by vote or consent of Shareholders holding at
least seventy-five percent (75%) of the Shares
entitled to vote or (ii) by vote or consent of
majority of the entire Board of Trustees and
seventy-five percent (75%) of the Continuing
Trustees upon written notice to the Shareholders.
Any series or class of Shares may be terminated
at any time (x) by vote or consent of
Shareholders holding at least seventy-five
percent (75%) of the Shares of such series of
class entitled to vote or (y) by vote or consent of
majority of the entire Board of Trustees and
seventy-five percent (75%) of the Continuing
Trustees upon written notice to the Shareholders
of such series or class. For the avoidance of any
doubt and notwithstanding anything to the
contrary in this Declaration, Shareholders shall
have no separate right to vote with respect to the
termination of the Trust or a series of class of
Shares if the Trustees (including the Continuing
Trustees) exercise their right to terminate the
Trust or such series or class pursuant to clauses
(ii) and (y) of this paragraph (b).
(c) Upon termination of the Trust or of
any one or more series or classes of Shares
(including any termination pursuant to paragraph
(a) or (b) of this Section 4), after paying or
otherwise providing for all charges, taxes,
expenses and liabilities, whether due or accrued
or anticipated, of the Trust or of the particular
series or class, as may be determined by the
Trustees , the Trust shall in accordance with such
procedures as the Trustees consider appropriate
reduce the remaining assets to distributable form
in cash or shares or other property, or any
combination thereof, and distribute the proceeds
to the Shareholders of the Trust or, as applicable,
the series or class(es) involved, ratably according
to the number of Shares of such series or class
held by the several Shareholders on the date of
termination, except to the extent otherwise
required or permitted by the preferences and
special or relative rights and privileges of any
classes or series of Shares.
Filing of Copies. References. Headings
Section 5. The original or a copy of
this instrument and of each amendment hereto
shall be kept at the office of the Trust, where it
may be inspected by any Shareholder. A copy of
this instrument and of each amendment hereto
shall be filed by the Trust with the Secretary of
The Commonwealth of Massachusetts and with
the Boston City Clerk, as well as any other
governmental office where such filing may from
time to time be required. Anyone dealing with the
Trust may rely on a certificate by an officer of the
Trust as to whether or not any such amendments
have been made and as to any matters in
connection with the Trust hereunder; and, with the
same effect as if it were the original, may rely on
a copy certified by an officer of the Trust to be a
copy of this instrument or of any such
amendments. In this instrument and in any such
amendment, references to this instrument, and all
expressions like "herein", "hereof', and
"hereunder", shall be deemed to refer to this
instrument as amended or affected by any such
amendments. Headings are placed herein for
convenience of reference only and shall not be
taken as a part hereof or control or affect the
meaning, construction or effect of this instrument.
This instrument may be executed in any number
of counterparts, each of which shall be deemed an
original.
Applicable Law
Section 6. This Declaration is made in
The Commonwealth of Massachusetts, and it is
created under and is to be governed by and
construed and administered according to the laws
of said Commonwealth. The Trust shall be of the
type commonly called a Massachusetts business
trust, and without limiting the provisions hereof,
the Trust may exercise all powers which are
ordinarily exercised by such a trust.
Amendments
Section 7.
(a) Except to the extent that the Bylaws or
applicable law may require a higher vote or the
separate vote of one or more classes or series of
Shares, and except as provided in this paragraph
(a) or in paragraph (b) of this Section 7, this
Declaration may be amended at any time
by an instrument in writing signed by a majority
of the then Trustees (1) when authorized so to do
by a vote of Shareholders holding a majority of
the Shares entitled to vote or (2) without
Shareholder approval as may be necessary or
desirable in order to authorize one or more
classes or series of Shares as in Section 1 of
Article III hereof. Amendments having the
purpose of changing the name of the Trust or of
supplying any omission, curing any ambiguity
or curing, correcting or supplementing any
defective or inconsistent provision contained
herein shall not require authorization by
Shareholder vote.
(b) Except to the extent that the Bylaws
or applicable law may require a higher vote or
the separate vote of one or more classes or series
of Shares, no amendment may be made under
this Section 7 which shall amend, alter, change or
repeal any of the following provisions hereof:
Article III, Sections 4, 5 or 6; Article IV, Sections
1, 2 and 3; each Section of Article V;
Article VII, Section 2; each Section of Article
VIII; or this Article IX, Sections 1, 2, 3, 4 or 7,
unless the amendment effecting such
amendment, alteration, change or repeal shall be
effected by an instrument in writing signed by a
majority of the then Trustees and seventy-five
percent (75%) of the Continuing Trustees and
shall receive the affirmative vote or consent of
at least seventy-five percent (75%) of the Shares
entitled to vote; provided, however, that such
affirmative vote or consent shall be in addition
to the vote or consent of the Shareholders
otherwise required by applicable law or by the
terms of any agreement between the Trust and
any national securities exchange.
(c) Except to the extent that the Bylaws
or applicable law requires a vote or consent of
Shareholders, the Board of Trustees shall have
the sole power and authority to adopt, amend,
alter, change or repeal any Bylaw of the Trust, if
the resolution or writing adopting, amending,
altering, changing or repealing any such Bylaw is
approved or signed by a majority of the Board of
Trustees: provided, however, that the approval
of a majority of the Board of Trustees and
seventy-five percent (75%) of the Continuing
Trustees shall be required for (i) any
amendment, alteration, change or repeal of
Article 10 of the Bylaws and (ii) any
amendment, alteration, change or repeal of any
other Article or provision of the Bylaws
designated from time to time by resolution of a
majority of the Board of Trustees and seventy-
five percent (75%) of the Continuing Trustees to
require such approval.
Address of the Trust
Section 8. As of the date hereof, the
principal address of the Trust is c/o Allianz
Global Investors U.S. LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Trustees may
change the principal address of the Trust to any
location within or without The Commonwealth
of Massachusetts as they shall determine in their
sole discretion.
IN WITNESS WHEREOF, all of the Trustees as aforesaid
do hereto set their hands this 1st day of October, 2019.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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