ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST (Formerly, Fixed Income SHares) THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST June 26, 2009
Exhibit (a)(vii)
ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS TRUST
(Formerly, Fixed Income SHares)
(Formerly, Fixed Income SHares)
THIRD
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
AGREEMENT AND DECLARATION OF TRUST
June 26, 2009
THIS THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston,
Massachusetts, as of this 26th day of June, 2009 by the Trustees hereunder hereby amends and
restates the Amendment and Declaration of Trust dated November 3, 1999, as previously amended and
restated as of April 10, 2000 and October 31, 2008 and further previously amended as of November
20, 2003, February 24, 2004, March 5, 2007 and January 15, 2009.
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business of an investment company;
WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees
of a Massachusetts voluntary association with transferable shares in accordance with the provisions
hereinafter set forth;
WHEREAS, the Trustees have determined it to be consistent with the fair and equitable
treatment of all shareholders of the Trust to amend and restate, upon the terms set forth herein,
the Agreement and Declaration of Trust, as previously amended and restated; and
WHEREAS, the Trustees have determined that this Third Amended and Restated Agreement and
Declaration of Trust shall take effect as of the date first written above following execution by a
majority of the Trustees of the Trust and shall be filed with The Secretary of the Commonwealth of
Massachusetts;
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 Trustee hereunder, IN TRUST to
manage and dispose of the same upon the following terms and conditions for the benefit of the
holders from time to time of shares in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1. Name. This Trust shall be known as “Allianz Global Investors Managed
Accounts Trust” 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.
Section 2. Definitions. Whenever used herein, unless otherwise required by the context
or specifically provided:
(a) | “Trust” refers to the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time; | ||
(b) | “Trustees” refers to the Trustees of the Trust named in Article IV hereof or elected in accordance with such Article; | ||
(c) | “Shares” means the equal proportionate units of interest into which the beneficial interest in the Trust or in the Trust property belonging to any Series of the Trust or in any class of Shares of the Trust (as the context may require) shall be divided from time to time; | ||
(d) | “Shareholder” means a record owner of Shares; | ||
(e) | “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 “Commission” and “principal underwriter” shall have the meanings given them in the 1940 Act; | ||
(g) | “Declaration of Trust” or “Declaration” shall mean this Agreement and Declaration of Trust, as amended or restated from time to time; | ||
(h) | “By-Laws” shall mean the By-Laws of the Trust, as amended from time to time; | ||
(i) | “Series Company” refers to the form of registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provision; | ||
(j) | “Series” refers to Series of Shares established and designated under or in accordance with the provisions of Article III; | ||
(k) | “Multi-Class Series” refers to Series of Shares established and designated as Multi-Class Series under or in accordance with the provisions of Article III, Section 6; and | ||
(l) | The terms “class” and “class of Shares” refer to each class of Shares into which the Shares of any Multi-Class Series may from time to time be divided in accordance with the provisions of Article III. |
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ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust, with respect to its Fixed Income SHares: Series C, Fixed Income SHares:
Series M, Fixed Income SHares: Series R, and Fixed Income SHares: Series H (as designated below),
is to provide a managed investment primarily in government securities, mortgage-backed securities,
and corporate bonds and, with respect to all other Series established hereunder, to provide a
managed investment primarily in securities, debt instruments and other instruments and rights of
financial character, and with respect to the Trust generally to carry on such other business as the
Trustees may from time to time determine pursuant to their authority under this Declaration.
ARTICLE III
SHARES
Section 1. Division of Beneficial Interest. The beneficial interest in the Trust shall
at all times be divided into an unlimited number of Shares, each with a par value of $0.001, and
all Shares issued and outstanding on or prior to the date first written above are for all purposes
deemed to have been issued with such par value. Subject to the provisions of Section 6 of this
Article III, each Share shall have voting rights as provided in Article V hereof, and holders of
the Shares of any Series or class shall be entitled to receive dividends, when and as declared with
respect thereto in the manner provided in Article VI, Section 1 hereof. Except as otherwise
provided in Section 6 of this Article III with respect to Shares of Multi-Class Series, no Share
shall have any priority or preference over any other Share of the same Series with respect to
dividends or distributions upon termination of the Trust or of such Series made pursuant to Article
VIII, Section 4 hereof. Except as otherwise provided in Section 6 of this Article III with respect
to Shares of Multi-Class Series, all dividends and distributions shall be made ratably among all
Shareholders of a particular Series from the assets belonging to such Series according to the
number of Shares of such Series held of record by such Shareholders on the record date for any
dividend or distribution or on the date of termination, as the case may be. Shareholders shall have
no preemptive or other right to subscribe to any additional Shares or other securities issued by
the Trust. The Trustees may from time to time divide or combine the Shares of any particular Series
or class into a greater or lesser number of Shares of that Series or class without thereby changing
the proportionate beneficial interest of the Shares of that Series or class in the assets belonging
to that Series or attributable to that class or in any way affecting the rights of Shares of any
other Series or class.
Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books
of the Trust or a transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series and class. No certificates certifying the ownership of
Shares shall be issued except as the Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series
and class 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
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of each Series and class and as to the number of Shares of each Series and class held from
time to time by each.
Section 3. Investments in the Trust. The Trustees shall accept investments in the
Trust from such persons and on such terms and for such consideration as they from time to time
authorize.
Section 4. Status of Shares and Limitation of Personal Liability. Shares shall be
deemed to be personal property giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto. 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 entitles such representative only to the rights of said deceased
Shareholder 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 Shareholders, 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.
Section 5. Power of Trustees to Change Provisions Relating to Shares. Notwithstanding
any other provisions of this Declaration of Trust and without limiting the power of the Trustees to
amend the Declaration of Trust as provided elsewhere herein, the Trustees shall have the power to
amend this Declaration of Trust, at any time and from time to time, in such manner as the Trustees
may determine in their sole discretion, without the need for Shareholder action, so as to add to,
delete, replace or otherwise modify any provisions relating to the Shares contained in this
Declaration of Trust for the purpose of (i) responding to or complying with any regulations,
orders, rulings or interpretations of any governmental agency or any laws, now or hereafter
applicable to the Trust, or (ii) designating and establishing Series or classes in addition to
those established in Section 6 of this Article III; provided that before adopting any such
amendment without Shareholder approval the Trustees shall determine that it is consistent with the
fair and equitable treatment of all Shareholders. The establishment and designation of any Series
of Shares in addition to the Series established and designated in Section 6 of this Article III
shall be effective upon the execution by a majority of the then Trustees of an amendment to this
Declaration of Trust, taking the form of a complete restatement or otherwise, setting forth such
establishment and designation and the relative rights and preferences of such Series, or as
otherwise provided in such instrument. The establishment and designation of any class of Shares
shall be effective upon either the execution by a majority of the then Trustees of an amendment to
this Declaration of Trust or the adoption by vote or written consent of a majority of the then
Trustees of a resolution setting forth such establishment and designation and the relative rights
and preferences of such class and such eligibility requirements for investment therein as the
Trustees may determine, or as otherwise provided in such amendment or resolution.
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Without limiting the generality of the foregoing, the Trustees may, for the above-stated purposes,
amend the Declaration of Trust to:
(a) | create one or more Series or classes of Shares (in addition to any Series or classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as shares of particular Series or classes in accordance with such eligibility requirements; | ||
(b) | amend any of the provisions set forth in paragraphs (a) through (j) of Section 6 of this Article III; | ||
(c) | combine one or more Series or classes of Shares into a single Series or class on such terms and conditions as the Trustees shall determine; | ||
(d) | change or eliminate any eligibility requirements for investment in Shares of any Series or class, including without limitation the power to provide for the issue of Shares of any Series or class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company; | ||
(e) | change the designation of any Series or class of Shares; | ||
(f) | change the method of allocating dividends among the various Series and classes of Shares; | ||
(g) | allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series or classes of Shares; and | ||
(h) | specifically allocate assets to any or all Series of Shares or create one or more additional Series of Shares which are preferred over all other Series of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or any classes of Shares thereof. |
Section 6. Establishment and Designation of Series and Classes. Without limiting the
authority of the Trustees set forth in Section 5, inter alia, to establish and designate any
further Series or classes or to modify the rights and preferences of any Series or class, the
following Series shall be, and are hereby, established and designated: (1) “Fixed Income SHares:
Series C”, (2) “Fixed Income SHares: Series M”, (3) “Fixed Income SHares: Series R”, (4) “Fixed
Income SHares: Series H”, (5) and “Equity Shares: Series I”.
Shares of each Series established in this Section 6 shall have the following rights and
preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class
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Series shall have such rights and preferences relative to other classes of the same Series as
are set forth below, together with such other rights and preferences relative to such other classes
as are set forth in any resolution of the Trustees establishing and designating such class of
Shares:
(a) | Assets Belonging to Series. Subject to the provisions of paragraph (c) of this Section 6: | ||
All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets belonging to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. | |||
(b) | Liabilities Belonging to Series. Subject to the provisions of paragraph (c) of this Section 6: | ||
The assets belonging to each particular Series shall be charged solely with the liabilities of the Trust in respect to that Series, the expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series but which are allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in a manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series are herein referred to as “liabilities belonging to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. | |||
(c) | Apportionment of Assets etc. in Case of Multi-Class Series. In the case of any Multi-Class Series, to the extent necessary or appropriate to give effect to the |
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relative rights and preferences of any classes of Shares of such Series, (i) any assets, income, earnings, profits, proceeds, liabilities, expenses, charges, costs and reserves belonging or attributable to that Series may be allocated or attributed to a particular class of Shares of that Series or apportioned among two or more classes of Shares of that Series; and (ii) Shares of any class of such Series may have priority or preference over shares of other classes of such Series with respect to dividends or distributions upon termination of the Trust or of such Series or class or otherwise, provided that no Share shall have any priority or preference over any other Shares of the same class and that all dividends and distributions to Shareholders of a particular class shall be made ratably among all Shareholders of such class according to the number of Shares of such class held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination, as the case may be. | |||
(d) | Dividends, Distributions, Redemptions and Repurchases. Notwithstanding any other provisions of this Declaration, including, without limitation, Article VI, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or class) with respect to, nor any redemption or repurchase of, the Shares of any Series or class shall be effected by the Trust other than from the assets belonging to such Series or attributable to such class, nor shall any Shareholder of any particular Series or class otherwise have any right or claim against the assets belonging to any other Series or attributable to any other class except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or class. | ||
(e) | Voting. Notwithstanding any of the other provisions of this Declaration, including, without limitation, Section 1 of Article V, the Shareholders of any particular Series or class shall not be entitled to vote on any matters as to which such Series or class is not affected. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to Series or class of Shares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or classes of Shares materially differently, Shares shall be voted by individual Series or class and (2) when the matter affects only the interests of one or more Series or classes, only Shareholders of such Series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. | ||
(f) | Equality. Except to the extent necessary or appropriate to give effect to the relative rights and preferences of any classes of Shares of a Multi-Class Series, all the Shares of each particular Series shall represent an equal proportionate interest in the assets belonging to that Series (subject to the liabilities belonging to that Series), and each Share of any particular Series shall be equal to each other Share of that Series. All the Shares of each particular class of Shares within a Multi-Class Series shall represent an equal proportionate interest in the assets belonging |
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to such Series that are attributable to such class (subject to the liabilities attributable to such class), and each Share of any particular class within a Multi-Class Series shall be equal to each other Share of such class. | |||
(g) | Fractions. Any fractional Share of a Series or class shall carry proportionately all the rights and obligations of a whole Share of that Series or class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust. | ||
(h) | Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series or class shall have the right to exchange said Shares for Shares of one or more other Series or classes of Shares in accordance with such requirements and procedures as may be established by the Trustees. | ||
(i) | Combination of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or class unless otherwise required by applicable law, to combine the assets and liabilities belonging to any two or more Series or attributable to any class into assets and liabilities belonging to a single Series or attributable to a single class. | ||
(j) | Elimination of Series or Class. At any time that there are no Shares outstanding of any particular Series previously established and designated, the Trustees may amend this Declaration of Trust to abolish that Series and to rescind the establishment and designation thereof, such amendment to be effected in the manner provided in Section 5 of this Article III for the establishment and designation of Series. At any time that there are no Shares outstanding of any particular class previously established and designated of a Multi-Series Class, the Trustees may abolish that class and rescind the establishment and designation thereof, either by amending this Declaration of Trust in the manner provided in Section 5 of this Article III for the establishment and designation of classes (if such class was established and designated by an amendment to this Declaration of Trust), or by vote or written consent of a majority of the then Trustees (if such class was established and designated by Trustee vote or written consent). |
Section 7. Indemnification of Shareholders. 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 of the Trust or of a particular Series or class 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 out of the assets of the
Series (or attributable to the class) of which he or she is a Shareholder or former Shareholder to
be held harmless from and indemnified against all loss and expense arising from such liability.
Section 8. No Preemptive Rights. Shareholders shall have no preemptive or other right
to subscribe to any additional Shares or other securities issued by the Trust.
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Section 9. Derivative Claims. No Shareholder shall have the right to bring or maintain
any court action, proceeding or claim on behalf of the Trust or any Series without first making
demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or
claim. Such demand shall be excused only when the plaintiff makes a specific showing that
irreparable injury to the Trust or Series 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 to support the allegations made in the demand. The Trustees shall consider such
demand within 45 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 Series, 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. Any decision by the
Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a Series
shall be subject to the right of the Shareholders under Article V, Section 1 hereof to vote on
whether or not such court action, proceeding or suit should or should not be brought or maintained.
ARTICLE IV
THE TRUSTEES
Section 1. Election and Tenure. The Trustees may fix the number of Trustees, fill
vacancies in the Trustees, including vacancies arising from an increase in the number of Trustees,
or remove Trustees with or without cause. Each Trustee shall serve during the continued lifetime of
the Trust until he or she dies, resigns or is removed, or, if sooner, until the next meeting of
Shareholders called for the purpose of electing Trustees and until the election and qualification
of his or her successor. Any Trustee may resign at any time by written instrument signed by him or
her and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no Trustee resigning and no
Trustee removed shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal. The Shareholders may
fix the number of Trustees and elect Trustees at any meeting of Shareholders called by the Trustees
for that purpose and to the extent required by applicable law, including paragraphs (a) and (b) of
Section 16 of the 1940 Act.
Section 2. Effect of Death, Resignation, etc. of a Trustee. The death, declination,
resignation, retirement, removal or incapacity of the Trustees, or any of them, shall not operate
to annul the Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
Section 3. Powers. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or
convenient to carry out that responsibility including the power to engage in securities
transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may
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adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and
management of the affairs of the Trust and may amend and repeal them to the extent that such
By-Laws do not reserve that right to the Shareholders; they 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 one or more committees consisting of one or more Trustees which may exercise
the powers and authority of the Trustees to the extent that the Trustees determine; they may employ
one or more custodians of the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or systems for the central
handling of securities or with a Federal Reserve Bank, retain a transfer agent or a shareholder
servicing agent, 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.
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, lease, write options with respect to or otherwise deal in any property rights relating to 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 its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; | ||
(f) | To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is 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; | ||
(g) | 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 |
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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; | |||
(h) | To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes; | ||
(i) | To enter into joint ventures, general or limited partnerships and any other combinations or associations; | ||
(j) | To borrow funds or other property; | ||
(k) | To endorse or guarantee the payment of any notes or other obligations of any person; and to make contracts of guaranty or suretyship, or otherwise assume liability for payment of such notes or other obligations; | ||
(l) | 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 limitation, 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, 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 Trustee, officer, employee, agent, investment adviser, 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 liability; and | ||
(m) | To pay pensions as deemed appropriate by the Trustees and to adopt, establish 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. |
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. The Trustees shall not be required to obtain any court order
to deal with any assets of the Trust or take any other action hereunder.
Section 4. Payment of Expenses by the Trust. The Trustees are authorized to pay or
cause to be paid out of the principal or income of the Trust, or partly out of principal and partly
out of income, 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
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Trust’s officers, employees, administrators, investment advisers or managers, principal
underwriter, auditor, counsel, custodian, transfer agent, shareholder servicing agent, and such
other agents or independent contractors, and such other expenses and charges, as the Trustees may
deem necessary or proper to incur.
Section 5. Payment of Expenses by Shareholders. The Trustees shall have the power, as
frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular
Series or class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or
transfer, shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by
that number of full and/or fractional Shares which represents the outstanding amount of such
charges due from such Shareholder.
Section 6. Ownership of Assets of the Trust. Title to all of the assets of the Trust
shall at all times be considered as vested in the Trustees.
Section 7. Advisory, Management and Distribution Contracts. Subject to such
requirements and restrictions as may be set forth in the By-Laws, the Trustees may, at any time and
from time to time, contract for exclusive or nonexclusive advisory and/or management services for
the Trust or for any Series or class with any corporation, trust, association or other organization
(the “Manager”); and any such contract may contain such other terms as the Trustees may determine,
including without limitation, authority for a Manager to determine from time to time without prior
consultation with the Trustees 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
the Manager or any other corporation, trust, association or other organization, appointing it
exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract
to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms 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, principal underwriter, distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an 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 or management contract or principal underwriter’s or distributor’s contract, or |
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transfer, shareholder servicing or other agency contract may have been or may hereafter be made also has an 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.
ARTICLE V
SHAREHOLDERS’ VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote only (i) for the
election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of
this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the
same extent as the stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained derivatively or as
a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of
the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to
remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with
respect to such additional matters relating to the Trust as may be required by this Declaration of
Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency)
or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares
held in the name of two or more persons shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest
on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may
exercise all rights of Shareholders of that Series or class with respect to matters affecting that
Series or class and may with respect to that Series or class take any action required by law, this
Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.
Section 2. Voting Power and Meetings. Meetings of the Shareholders may be called by
the Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 and for such
other purposes as may be prescribed by law, by this Declaration of Trust or by the By-Laws.
Meetings of the Shareholders may also be called by the Trustees from time to time for the purpose
of taking action upon any other matter deemed by the Trustees to be necessary or desirable. A
meeting of Shareholders may be held at any place designated by the Trustees. Notice of any meeting
of Shareholders, stating the time and place of the meeting, shall be given or caused to be given by
the Trustees to each Shareholder by mailing such notice, postage prepaid, at least seven days
before such meeting, at the Shareholder’s address as it appears on the
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records of the Trust, or by facsimile or other electronic transmission, at least seven days
before such meeting, to the telephone or facsimile number or e-mail or other electronic address
most recently furnished to the Trust (or its agent) by the Shareholder. Whenever notice of a
meeting is required to be given to a Shareholder under this Declaration of Trust or the By-Laws, a
written waiver thereof, executed before or after the meeting by such Shareholder or his attorney
thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such
notice.
Section 3. Quorum and Required Vote. Except when a larger quorum is required by law,
by the By-Laws or by this Declaration of Trust, 40% of the Shares entitled to vote shall constitute
a quorum at a Shareholders’ meeting. When any one or more Series or classes is to vote as a single
class separate from any other Shares which are to vote on the same matters as a separate class or
classes, 40% of the Shares of each such class entitled to vote shall constitute a quorum at a
Shareholders’ meeting of that class. Any meeting of Shareholders may be adjourned from time to time
by a majority of the votes properly cast upon the question, whether or not a quorum is present, and
the meeting may be held as adjourned within a reasonable time after the date set for the original
meeting without further notice. When a quorum is present at any meeting, a majority of the Shares
voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote
is required by any provision of this Declaration of Trust or the By-Laws or by law. If any question
on which the Shareholders are entitled to vote would adversely affect the rights of any Series or
class of Shares, the vote of a majority (or such larger vote as is required as aforesaid) of the
Shares of such Series or class which are entitled to vote, voting separately, shall also be
required to decide such question.
Section 4. Action by Written Consent. Any action taken by Shareholders may be taken
without a meeting if Shareholders holding a majority of the Shares entitled to vote on the matter
(or such larger proportion thereof as shall be required by any express provision of this
Declaration of Trust or by the By-Laws) and holding a majority (or such larger proportion as
aforesaid) of the Shares of any Series or class entitled to vote separately on the matter consent
to the action in writing and such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.
Section 5. Record Dates. For the purpose of determining the Shareholders of any Series
or class who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees
may from time to time fix a time, which shall be not more than 90 days before the date of any
meeting of Shareholders, as the record date for determining the Shareholders of such Series or
class having the right to notice of and to vote at such meeting and any adjournment thereof, and in
such case only Shareholders of record on such record date shall have such right, notwithstanding
any transfer of Shares on the books of the Trust after the record date. For the purpose of
determining the Shareholders of any Series or class who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time to time fix a date, which shall
be on or before the date for the payment of such dividend or such other payment, as the record date
for determining the Shareholders of such Series or class having the right to receive such dividend
or distribution. Without fixing a record date the Trustees may for voting and/or distribution
purposes close the register or transfer books for one or more Series or
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classes for all or any part of the period prior to a meeting of Shareholders or the payment of
a distribution. Nothing in this Section shall be construed as precluding the Trustees from setting
different record dates for different Series or classes.
Section 6. Additional Provisions. The By-Laws may include further provisions for
Shareholders’ votes and meetings and related matters.
Section 7. Removal of Trustees. No natural person shall serve as Trustee after the
holders of record of not less than two-thirds of the outstanding Shares have declared that such
Trustee be removed from that office either by declaration in writing filed with the Trust’s
custodian or by votes cast in person or by proxy at a meeting called for the purpose. The Trustees
shall promptly call a meeting of Shareholders for the purpose of voting upon the question of
removal of any Trustee when requested in writing so to do by the record holders of not less than 10
per centum of the outstanding Shares.
Whenever ten or more Shareholders of record who have been such for at least six months
preceding the date of application, and who hold in the aggregate Shares having a net asset value of
at least 1 per centum of the outstanding Shares, shall apply to the Trustees in writing, stating
that they wish to communicate with other Shareholders with a view to obtaining signatures to a
request for a meeting pursuant to this Section and accompanied by a form of communication and
request which they wish to transmit, the Trustees shall within five business days after receipt of
such application either (a) afford to such applicants access to a list of the names and addresses
of all Shareholders as recorded on the books of the Trust; or (b) inform such applicants as to the
approximate number of Shareholders of record, and the approximate cost of transmitting to them the
proposed communication and form of request. If the Trustees elect to follow the course specified in
clause (b), the Trustees, upon the written request of such applicants, accompanied by a tender of
the material to be transmitted and of the reasonable expenses of transmittal, shall, with
reasonable promptness, transmit such material to all Shareholders of record at their addresses as
recorded on the books of the Trust (or at the telephone or facsimile number or e-mail or other
electronic address most recently furnished to the Trust (or its agent) by the Shareholder), unless
within five business days after such tender the Trustees shall transmit to such applicants and file
with the Commission, together with a copy of the material proposed to be transmitted, a written
statement signed by at least a majority of the Trustees to the effect that in their opinion either
such material contains untrue statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of applicable law, and
specifying the basis of such opinion. If the Commission shall enter an order refusing to sustain
any of the objections specified in the written statement so filed, or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all objections so sustained have been met, and shall enter an order
so declaring, the Trustees shall transmit copies of such material to all Shareholders with
reasonable promptness after the entry of such order and the renewal of such tender.
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ARTICLE VI
NET INCOME, DISTRIBUTIONS, AND REDEMPTIONS AND REPURCHASES
Section 1. Distributions of Net Income. The Trustees shall each year, or more
frequently if they so determine in their sole discretion, distribute to the Shareholders of each
Series, in Shares of that Series, cash or otherwise, an amount approximately equal to the net
income attributable to the assets belonging to such Series and may from time to time distribute to
the Shareholders of each Series, in Shares of that Series, cash or otherwise, such additional
amounts, but only from the assets belonging to such Series, as they may authorize. Except as
otherwise permitted by paragraph (c) of Section 6 of Article III in the case of Multi-Class Series,
all dividends and distributions on Shares of a particular Series shall be distributed pro rata to
the holders of that Series in proportion to the number of Shares of that Series held by such
holders and recorded on the books of the Trust at the date and time of record established for the
payment of such dividend or distributions.
The manner of determining net income, income, asset values, capital gains, expenses,
liabilities and reserves of any Series or class may from time to time be altered as necessary or
desirable in the judgment of the Trustees to conform such manner of determination to any other
method prescribed or permitted by applicable law. Net income shall be determined by the Trustees or
by such person as they may authorize at the times and in the manner provided in the By-Laws.
Determinations of net income of any Series or class and determinations of income, asset value,
capital gains, expenses and liabilities made by the Trustees, or by such person as they may
authorize, in good faith, shall be binding on all parties concerned. The foregoing sentence shall
not be construed to protect any Trustee, officer or agent of the Trust against any liability to the
Trust or its security holders 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 office.
If, for any reason, the net income of any Series or class determined at any time is a negative
amount, the pro rata share of such negative amount allocable to each Shareholder of such Series or
class shall constitute a liability of such Shareholder to that Series or class which shall be paid
out of such Shareholder’s account at such times and in such manner as the Trustees may from time to
time determine (x) out of the accrued dividend account of such Shareholder, (y) by reducing the
number of Shares of that Series or class in the account of such Shareholder or (z) otherwise.
Section 2. Redemptions and Repurchases. The Trust shall purchase such Shares as are
offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer
together with a request directed to the Trust or a person designated by the Trust that the Trust
purchase such Shares or in accordance with such other procedures for redemption as the Trustees may
from time to time authorize; and the Trust will pay therefor the net asset value thereof, as
determined in accordance with the By-Laws, next determined. Payment for said Shares shall be made
by the Trust to the Shareholder within seven days after the date on which the request is made. The
obligation set forth in this Section 2 is subject to the provision that in the event that any time
the New York Stock Exchange is closed for other than weekends or
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holidays, or if permitted by the rules of the Commission during periods when trading on the
New York Stock Exchange is restricted or during any emergency which makes it impracticable for the
Trust to dispose of the investments of the applicable Series or to determine fairly the value of
the net assets belonging to such Series or attributable to any class thereof or during any other
period permitted by order of the Commission for the protection of investors, such obligations may
be suspended or postponed by the Trustees. The Trust may also purchase or repurchase Shares at a
price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or
any contract to purchase or repurchase is made.
The redemption price may in any case or cases be paid wholly or partly in kind if the Trustees
determine that such payment is advisable in the interest of the remaining Shareholders of the
Series the Shares of which are being redeemed. In making any such payment wholly or partly in kind,
the Trust shall, so far as may be practicable, deliver assets which approximate the diversification
of all of the assets belonging at the time to the Series the Shares of which are being redeemed.
Subject to the foregoing, the fair value, selection and quantity of securities or other property so
paid or delivered as all or part of the redemption price may be determined by or under authority of
the Trustees. In no case shall the Trust be liable for any delay of any corporation or other person
in transferring securities selected for delivery as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The Trust shall have the right at
its option and at any time to redeem Shares of any Shareholder at the net asset value thereof as
described in Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares of any
Series or class having an aggregate net asset value of less than an amount determined from time to
time by the Trustees; or (ii) to the extent that such Shareholder owns Shares equal to or in excess
of a percentage determined from time to time by the Trustees of the outstanding Shares of the Trust
or of any Series or class.
ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
Section 1. Compensation. 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 employment of any Trustee for advisory, management, legal, accounting,
investment banking or other services and payment for the same by the Trust.
Section 2. Limitation of Liability. The Trustees shall not be responsible or liable in
any event for any neglect or wrong-doing of any officer, agent, employee, 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 or undertaking and every other act or
thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of
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them in connection with the Trust shall be conclusively deemed to have been issued, 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.
ARTICLE VIII
MISCELLANEOUS
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice. All persons
extending credit to, contracting with or having any claim against the Trust or any Series or class
shall look only to the assets of the Trust, or, to the extent that the liability of the Trust may
have been expressly limited by contract to the assets of a particular Series or attributable to a
particular class, only to the assets belonging to the relevant Series or attributable to the
relevant class, 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 of Trust 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 on behalf of
the Trust by the Trustees, by any officer or officers or otherwise shall give notice that this
Declaration of Trust 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 or otherwise 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 or upon the assets belonging to the Series or
attributable to the class for the benefit of which the Trustees have caused the note, bond,
contract, instrument, certificate or undertaking to be made or issued, and may contain such further
recital as he or she or they may deem appropriate, but the omission of any such recital shall not
operate to bind any Trustee or Trustees or officer or officers or Shareholders or any other person
individually.
Section 2. Trustee’s Good Faith Action, Expert Advice, No Bond or Surety. The exercise
by the Trustees of their powers and discretions hereunder shall be binding upon everyone
interested. A Trustee 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,
and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law.
The Trustees may take advice of counsel or other experts with respect to the meaning and operation
of this Declaration of Trust, 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 shall not be required to give
any bond as such, nor any surety if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees. No person dealing with
the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or
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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.
Section 4. Termination of Trust, Series or Class. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust may be terminated at any
time by vote of at least 66-2/3% of the Shares of each Series entitled to vote and voting
separately by Series, or by the Trustees by written notice to the Shareholders. Any Series or class
may be terminated at any time by vote of at least 66-2/3% of the Shares of that Series or class, or
by the Trustees by written notice to the Shareholders of that Series or class.
Upon termination of the Trust (or any Series or class, as the case may be), after paying or
otherwise providing for all charges, taxes, expenses and liabilities belonging, severally, to each
Series (or the applicable Series or attributable to the particular class, as the case may be),
whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in
accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets
belonging, severally, to each Series (or the applicable Series or attributable to the particular
class, as the case may be), to distributable form in cash or shares or other securities, or any
combination thereof, and distribute the proceeds belonging to each Series (or the applicable Series
or attributable to the particular class, as the case may be), to the Shareholders of that Series
(or class, as the case may be), as a Series (or class, as the case may be), ratably according to
the number of Shares of that Series (or class, as the case may be) held by the several Shareholders
on the date of termination.
Section 5. Merger and Consolidation. The Trustees may cause the Trust to be merged
into or consolidated with another trust or company or its shares exchanged under or pursuant to any
state or federal statute, if any, or otherwise to the extent permitted by law, if such merger or
consolidation or share exchange has been authorized by vote of a majority of the outstanding
Shares; provided that in all respects not governed by statute or applicable law, the Trustees shall
have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets,
merger or consolidation.
Section 6. Filing of Copies, Reference, Headings. 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 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 to
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.
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Section 7. Applicable Law. This Declaration of Trust 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.
Section 8. Amendments. This Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when authorized so to do by vote of
a majority of the Shares entitled to vote with respect to such amendment, except that amendments
described in Article III, Section 5 or Article III, Section 6 hereof or having the purpose of
changing the name of the Trust or of any Series or class of Shares 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.
Section 9. Addresses. The address of the Trust is c/o Allianz Global Investors Fund
Management LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000. The address of the Trustees
is c/o Allianz Global Investors Fund Management LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000.
Section 10. Resident Agent. The name and address of the Resident Agent shall be
Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands for themselves and for their
successors and assigns as of the date first written above.
/s/ Xxxx Xxxxxx | ||||
Xxxx Xxxxxx | ||||
Trustee | ||||
/s/ Xxxxxx X. Xxxxxx | ||||
Xxxxxx X. Xxxxxx | ||||
Trustee | ||||
/s/ Xxxx X. Xxxxxxx | ||||
Xxxx X. Xxxxxxx | ||||
Trustee | ||||
/s/ Xxxx X. Xxxxx | ||||
Xxxx X. Xxxxx | ||||
Trustee | ||||
/s/ Xxxxxxx X. Xxxxx, XX | ||||
Xxxxxxx X. Xxxxx, XX | ||||
Trustee | ||||
/s/ R. Xxxxx Xxxxxxxx | ||||
R. Xxxxx Xxxxxxxx | ||||
Trustee | ||||
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