AMENDED & RESTATED BYLAWS
OF
ALLIANZGI INSTITUTIONAL MULTI-SERIES TRUST
(DATED AS OF OCTOBER 7, 2015)
ARTICLE I
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1. Principal Office of the Trust. A principal office of the Trust shall be
located in New York, New York, or such other location as the Trustees may from
time to time determine. The Trust may have other principal offices within or
without The Commonwealth of Massachusetts as the Trustees may determine or as
they may authorize.
1.2. Agreement and Declaration of Trust. These Bylaws shall be subject to
the Agreement and Declaration of Trust, as amended or restated from time to
time (the "Declaration of Trust"), of AllianzGI Institutional Multi-Series
Trust (the "Trust"), the Massachusetts business trust established by the
Declaration of Trust. Capitalized terms used in these Bylaws and not otherwise
defined herein shall have the meanings given to such terms in the Declaration
of Trust.
ARTICLE II
MEETINGS OF TRUSTEES
2.1. Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time
to time determine, provided that notice of the first regular meeting following
any such determination shall be given to absent Trustees. A regular meeting of
the Trustees may be held without call or notice immediately after and at the
same place as any meeting of the Shareholders.
2.2. Special Meetings. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by the
Chairman of the Trustees, the President, the Secretary, or the Treasurer or by
two or more Trustees, sufficient notice thereof being given to each Trustee by
the Secretary or an Assistant Secretary or by the officer or the Trustees
calling the meeting.
2.3. Notice. It shall be sufficient notice to a Trustee of a special meeting
to send notice by mail at least forty-eight hours, or by telegram, telex or
telecopy or other electronic transmission method at least twenty-four hours,
before the meeting addressed to the Trustee at his or her usual or last known
business or residence address or to give notice to him or her in person or by
telephone, voice mail or e-mail at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
2.4. Quorum. At any meeting of the Trustees, a majority of the Trustees then
in office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
2.5. Methods of Written Consent. Where action may be taken by the Trustees
by written consent in accordance with the Declaration of Trust or these Bylaws,
a Trustee's consent may be evidenced and effected by a paper instrument with a
manual signature, or by an electronic transmission with an electronic signature
pursuant to means deemed appropriate by the Board, which shall include, without
limitation, the electronic consent mechanism provided through the Diligent
Boards web portal service. A consent may be executed or evidenced in multiple
counterparts which, taken together, shall constitute a single instrument. Each
consent shall be filed with the minutes of the Board or applicable Committee,
and such filings may be in either paper or electronic form.
2.6. Presence through Communications Equipment. Except as required by
applicable law, the Trustees may participate in a meeting of Trustees by means
of a conference telephone or similar 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
meeting.
ARTICLE III
OFFICERS, CHAIRMAN OF THE TRUSTEES
3.1. Enumeration; Qualification. The officers of the Trust shall be a
President, a Treasurer, a Secretary, a Chief Compliance Officer and such other
officers, if any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from time to time
may in their discretion appoint. Any officer may but need not be a Trustee or a
Shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the Secretary shall be
elected by the Trustees. Other officers, if any, may be elected or appointed by
the Trustees at the same meeting at which the President, Treasurer and
Secretary are elected, or at any other time. If required by the Investment
Company Act of 1940, as amended (the "1940 Act"), the Chief Compliance Officer
shall be elected or appointed by a majority of the Trustees, including a
majority of the Trustees who are not Interested Persons of the Trust (the
"Independent Trustees"), and otherwise in accordance with Rule 38a-1 (or any
successor rule) under the 1940 Act, as such rule may be amended from time to
time ("Rule 38a-1"). Vacancies in any office may be filled at any time.
3.3. Tenure. The President, the Treasurer, the Secretary and the Chief
Compliance Officer shall hold office until their respective successors are
chosen and qualified, or in each case until he or she sooner dies, resigns, is
removed with or without cause or becomes disqualified, provided that, if
required by the 1940 Act, any renewal of the Chief Compliance Officer shall be
in accordance with Rule 38a-1. Each other officer shall hold office and each
agent of the Trust shall retain authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and set forth in the
Declaration of Trust, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5. Chairman of the Trustees. There shall be an office of the Chairman of
the Trustees, which shall serve on behalf of the Trustees, but shall not be an
officer of the Trust. The office of the Chairman of the Trustees may be held by
more than one person. Any Chairman of the Trustees shall be elected by a
majority of the Trustees, as well as a majority of the Independent Trustees if
required by the 1940 Act. If required by the 1940 Act, any Chairman of the
Trustees shall be an Independent Trustee and may, but need not, be a
shareholder. The powers and duties of the Chairman of the Trustees shall
include any and all such powers and duties relating to the operations of the
Trustees as, from time to time, may be conferred upon or assigned to such
office by the Trustees or as may be required by law, provided that the Chairman
of the Trustees shall have no individual authority to act for the Trust as an
officer of the Trust. In carrying out the responsibilities and duties of the
office, the Chairman of the Trustees may seek assistance and input from other
Trustees or Committees of the Trustees, officers of the Trust and the Trust's
investment adviser(s) and other service providers, as deemed necessary or
appropriate.
In the event of the absence or disability of the Chairman of the Trustees, a
majority of the Independent Trustees, subject to confirmation by a majority of
the Trustees, may appoint one or more Independent Trustees to perform the
duties of the Chairman of the Trustees.
The Independent Trustees may from time to time set the term of office of the
Chairman of the Trustees. The Chairman of the Trustees shall hold office until
his or her successor is chosen and qualified, or until, he or she sooner dies,
resigns, or is removed, or becomes disqualified. The Chairman of the Trustees
may be removed from such position at any time, with or without cause, by vote
or consent of a majority of the Independent Trustees.
3.6. President; Vice President. The President shall be the chief executive
officer. Any Vice President shall have such duties and powers as may be
designated from time to time by the Trustees or the President.
3.7. Treasurer; Assistant Treasurer. The Treasurer shall be the principal
financial and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement made by the
Trustees with a custodian, investment adviser, sub-adviser or manager, or
transfer, shareholder servicing or similar agent, be in charge of the valuable
papers, books of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to time by the
Trustees or by the President. Any Assistant Treasurer shall have the duties and
powers as may be designated from time to time by the Trustees or the President.
3.8. Secretary; Assistant Secretary. The Secretary shall record all
proceedings of the Shareholders and the Trustees in books to be kept therefor,
which books or a copy thereof shall be kept at the principal office of the
Trust. In the absence of the Secretary from any meeting of the Shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is
absent, a temporary secretary chosen at such meeting shall record the
proceedings thereof in the aforesaid books. Any Assistant Secretary shall have
such duties and powers as may be designated from time to time by the Trustees
or the President.
3.9. Chief Compliance Officer. The Chief Compliance Officer shall perform
the duties and have the responsibilities of the chief compliance officer of the
Trust, including if required by the 1940 Act any such duties and
responsibilities imposed by Rule 38a-1, and shall have such other duties and
powers as may be designated from time to time by the Trustees.
3.10. Resignations; Removals. Any officer or Chairman of the Trustees may
resign at any time by written instrument signed by him or her and delivered to
the Chairman of the Trustees (if the resigning person is other than the
Chairman of the Trustees), the President or the Secretary, or to a meeting of
the Trustees. Such resignation shall be effective upon receipt unless specified
to be effective at some other time. The Trustees may remove any officer with or
without cause. Except to the extent expressly provided in a written agreement
with the Trust, no person resigning or removed as an officer or the Chairman of
the Trustees shall have any right to any compensation with respect to such
position for any period following his or her resignation or removal, or any
right to damages on account of such removal.
ARTICLE IV
COMMITTEES
4.1. Quorum; Voting. Except as provided below or as otherwise specifically
provided in the resolutions constituting a committee of the Trustees (each a
"Committee") and providing for the conduct of its meetings or in the charter of
such committee adopted by the Trustees, a majority of the members of any
Committee of the Trustees shall constitute a quorum for the transaction of
business, and any action of such a Committee may be taken at a meeting by a
vote of a majority of the members present (a quorum being present) or evidenced
by one or more writings signed by such a majority. Members of a Committee may
participate in a meeting of such Committee 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 meeting.
With respect to a Valuation or Dividend Committee of the Trustees, one or
more of the Committee members shall constitute a quorum for the transaction of
business.
Except as specifically provided in the resolutions constituting a Committee
of the Trustees and providing for the conduct of its meetings or in the charter
of such committee adopted by the Trustees, the notice requirements set forth in
Article 2, Section 2.3 of these Bylaws relating to special meetings of the
Trustees shall govern the notice requirements for Committee meetings, except
that it shall be sufficient notice to a Valuation or Dividend Committee of the
Trustees to send notice by telegram, telex or telecopy or other electronic
means (including by telephone, voice message or e-mail) at least fifteen
minutes before the meeting.
ARTICLE V
REPORTS
5.1. General. The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE VI
FISCAL YEAR
6.1. General. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer or the Board of Trustees,
and the subsequent fiscal years shall end on such date in subsequent years.
ARTICLE VII
SEAL
7.1. General. The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced die with the word "Massachusetts," together
with the name of the Trust and the year of its organization cut or engraved
thereon; provided, however, that unless otherwise required by the Trustees, the
seal shall not be necessary to be placed on, and its absence shall not impair
the validity of, any document, instrument or other paper executed and delivered
by or on behalf of the Trust.
ARTICLE VIII
EXECUTION OF PAPERS
8.1. General. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations made,
accepted or endorsed by the Trust shall be executed by the President, any Vice
President, the Treasurer, or by whomever else shall be designated for that
purpose by vote of the Trustees, and need not bear the seal of the Trust.
ARTICLE IX
ISSUANCE OF SHARE CERTIFICATES
9.1. Share Certificates. In lieu of issuing certificates for Shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such Shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders
of certificates for such Shares as if they had accepted such certificates and
shall be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time, but are not required to, authorize the
issuance of share certificates. In that event, each Shareholder shall be
entitled to a certificate stating the number of Shares owned by him, in such
form as shall be prescribed from time to time by the Trustees. Such
certificates shall be signed by the President or any Vice President and by the
Treasurer or any Assistant Treasurer. Such signatures may be facsimile if the
certificate is signed by a transfer agent, or by a registrar, other than a
Trustee, officer or employee of the Trust. In case any officer who has signed
or whose facsimile signature has been placed on such certificate shall cease to
be such officer before such certificate is issued, it may be issued by the
Trust with the same effect as if he were such officer at the time of its issue.
9.2. Loss of Certificates. In case of the alleged loss or destruction or the
mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3. Issuance of New Certificates to Pledgee. A pledgee of Shares
transferred as collateral security shall be entitled to a new certificate if
the instrument of transfer substantially describes the debt or duty that is
intended to be secured thereby. Such new certificate shall express on its face
that it is held as collateral security, and the name of the pledgor shall be
stated thereon, who alone shall be liable as a Shareholder and entitled to vote
thereon.
9.4. Discontinuance of Issuance of Certificates. Notwithstanding anything to
the contrary in this Article 9, the Trustees may at any time discontinue the
issuance of any share certificates and may, by written notice to each
Shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
Shares in the Trust.
ARTICLE X
PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS
10.1. Determination of Net Asset Value Per Share. The net asset value per
share of each series and each class of Shares of the Trust shall be determined
in accordance with the 1940 Act and any related procedures adopted or by the
Trustees from time to time.
ARTICLE XI
SHAREHOLDERS' VOTING POWERS AND MEETINGS
11.1. Voting Powers. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article IV, Section 1 of the
Declaration of Trust, provided, however, that no meeting of Shareholders is
required to be called for the purpose of electing Trustees unless and until
such time as may be required by the 1940 Act, (ii) with respect to any Manager
or sub-adviser as provided in Article IV, Section 6 of the Declaration of Trust
to the extent required by the 1940 Act, (iii) with respect to the termination
of the Trust or any series or class of Shares to the extent and as provided in
Article IX, Section 4 of the
Declaration of Trust, (iv) with respect to any amendment of the Declaration of
Trust to the extent and as provided in Article IX, Section 8 of the Declaration
of Trust, (v) 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, and (vi) with respect to such
additional matters relating to the Trust as may be required by law, the
Declaration of Trust, these Bylaws or any registration of the Trust with the
Securities and Exchange 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 will be entitled to a proportionate fractional vote. On any
matter submitted to a vote of Shareholders, all Shares of the Trust then
entitled to vote shall be voted by individual series, except (i) when required
by the 1940 Act, Shares shall be voted in the aggregate and not by individual
series and (ii) when the Trustees have determined that the matter affects only
the interests of one or more series or classes of Shares, then only
Shareholders of such series or class shall be entitled to vote thereon. 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, the Declaration of Trust or
these Bylaws to be taken by the Shareholders thereof.
Nothing in the Declaration of Trust or these Bylaws shall restrict the power
of the Trustees to terminate any series or class of Shares by written notice to
the Shareholders of such series, whether or not such Shareholders have voted
(or are proposed to vote) with respect to a merger, reorganization, sale of
assets, or similar transaction involving such series or class of Shares.
11.2. 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 of the Declaration of Trust and for such other purposes as may be
prescribed by law, by the Declaration of Trust or by these Bylaws. 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
within or outside The Commonwealth of Massachusetts designated by the Trustees.
Written 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 records of the
Trust, or by facsimile or other electronic transmission, at least seven days
before such meeting, to the facsimile number or e-mail or other electronic
address most recently furnished to the Trust (or its agent) by the Shareholder
(or its agent). Whenever notice of a meeting is required to be given to a
Shareholder under the Declaration of Trust or these Bylaws, 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. If
and to the extent required by the 1940 Act, a meeting for the purpose of
considering the removal of a person serving as Trustee shall be called by the
Trustees if requested in writing to do so by the holders (which for the
purposes of this provision and only this provision shall be the persons having
a voting interest in the Shares of the Trust) of not less than 10% of the
outstanding Shares of the Trust.
11.3. Quorum and Required Vote. Except when a larger quorum is required by
any provision of law, or the Declaration of Trust or these Bylaws, 30% of the
Shares entitled to vote shall constitute a quorum for the transaction of
business at a Shareholders' meeting, except that where any provision of law or
the Declaration of Trust or these Bylaws permits or requires that holders of
any series or class of Shares shall vote as a series or class, then 30% (unless
a larger quorum is required as specified above) of Shares of that series or
class entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that series or class, as the case may be. Any lesser
number shall be sufficient for adjournments. Any adjourned meeting or meetings
may be held, within a reasonable time after the date set for the original
meeting, without further notice. Except when a larger vote is required by any
provision of law or the Declaration of Trust or these Bylaws, a plurality of
the quorum of Shares necessary for the transaction of business at a
Shareholders' meeting shall decide any question and a plurality of Shares voted
shall elect a Trustee, provided that where any provision of law or of the
Declaration of Trust or these Bylaws permits or requires that the holders of
any series or class of Shares shall vote as a series or class, then a plurality
of the quorum of Shares of that series or class necessary for the transaction
of business by that series or class at a Shareholders' meeting shall decide
that matter insofar as that series or class is concerned.
11.4. 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 law or the Declaration of Trust or these
Bylaws) 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.
11.5. Record Dates. For the purpose of determining the Shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, 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 or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the Shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only Shareholders of record on such record date shall have the
right notwithstanding any transfer of Shares on the books of the Trust after
the record date; or without fixing such record date the Trustees may for any of
such purposes close the register or transfer books for all or any part of such
period.
11.6. Proxy Instructions Transmitted by Telephonic or Electronic Means. The
placing of a Shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such Shareholder shall constitute execution of such proxy by or on behalf of
such Shareholder.
ARTICLE XII
AMENDMENT TO THE BYLAWS
12.1. General. Except to the extent that the Declaration of Trust or
applicable law requires a vote or consent of Shareholders or a higher vote or
consent by the Trustees, these Bylaws may be amended, changed, altered or
repealed, in whole or part, only by resolution of a majority of the Trustees
then in office at any meeting of the Trustees, or by one or more writings
signed by such a majority of Trustees.
