SIXTH AMENDED AND RESTATED BYLAWS
OF
ALLIANZ FUNDS
(Amended and Restated as of October 7, 2015)
ARTICLE 1
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 Stamford, Connecticut, or such other location as the Trustees may
from time to time determine. The Trust may have other principal offices within
or without 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 Fourth Amended and Restated Agreement and Declaration of Trust, as amended
and restated from time to time (the "Declaration of Trust"), of Allianz Funds
(formerly, PIMCO Funds: Multi-Manager Series), the Massachusetts business trust
established by the Declaration of Trust (the "Trust"). Capitalized terms used
without definition herein have the meanings assigned to them in the Declaration
of Trust.
ARTICLE 2
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 annual 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 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 the Trustee of a special
meeting to send notice by overnight courier 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, voicemail or email 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.
ARTICLE 3
OFFICERS, CHAIRMAN OF THE TRUSTEES, VICE 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 annually by the Trustees. Other officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time. 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 (the
"Independent Trustees") of the Trust within the meaning of the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder (the
"1940 Act"), or 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 or becomes disqualified, provided that any removal of the Chief
Compliance Officer shall be in accordance with Rule 38a-1. Each other officer
shall hold office and each agent 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 in the Declaration
of Trust set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were
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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; Vice 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 Independent Trustees, subject to
confirmation by a majority of the Trustees. Any Chairman of the Trustees shall
be an Independent Trustee and may, but need not, be a Shareholder. The powers
and the 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.
The Trustees may designate an office of the Vice 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 Vice Chairman of the Trustees may be held by more than
one person. Any Vice Chairman of the Trustees shall be elected by a majority of
the Independent Trustees, subject to confirmation by a majority of the
Trustees. Any Vice Chairman of the Trustees shall be an Independent Trustee and
may, but need not, be a Shareholder. In the absence or disability of the
Chairman of the Trustees, the Vice Chairman of the Trustees, if any, shall
perform the duties of the Chairman of the Trustees. In addition, the powers and
the duties of the Vice 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 Chairman of the
Trustees or as may be required by law, provided that the Vice Chairman of the
Trustees shall have no individual authority to act for the Trust as an officer
of the Trust.
In the event of the absence or disability of both the Chairman of the
Trustees and the Vice 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 and the Vice Chairman of the Trustees. The Chairman of
the Trustees and the Vice Chairman of the Trustees shall hold office until
their respective successors are chosen and qualified, or in each case until he
or she sooner dies, resigns, is removed or becomes disqualified. The Chairman
of the Trustees and the Vice Chairman of the Trustees may be removed from such
position at any time, with or without cause, by a majority of the Independent
Trustees.
3.6. President. The President shall be the chief executive officer.
3.7. Treasurer. The Treasurer shall be the chief financial and accounting
officer of the Trust, and shall, subject to the provisions of the Declaration
of Trust and to any arrangement
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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.
3.8. 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.
3.9. Chief Compliance Officer. The Chief Compliance Officer shall perform
the duties and shall have the responsibilities of the chief compliance officer
of the Trust, including 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. Any officer, Chairman of the Trustees or Vice 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, the Vice 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. Except to the extent expressly provided in a written agreement
with the Trust, no person resigning or removed as an officer, Chairman of the
Trustees or Vice 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 4
COMMITTEES
4.1. Quorum; Voting. Except as provided below or as otherwise specifically
provided in the resolutions constituting a Committee of the Trustees and
providing for the conduct of its meetings, 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 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 Dividend Committee of the Trustees, 50% or more of the
relevant Committee members shall constitute a quorum for the transaction of
business. With respect to a Valuation Committee of the Trustees, one or more
Committee members shall constitute a quorum for the transaction of business.
Except as provided below or specifically provided in the resolutions
constituting a Committee of the Trustees and providing for the conduct of its
meetings, the notice requirements
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set forth in Article 2, Section 2.3 of these Bylaws relating to special
meetings shall govern the notice requirements for Committee meetings.
Notwithstanding the foregoing, it shall be sufficient notice to a Valuation
Committee or Dividend Committee of the Trustees to send notice by telecopy,
e-mail, telephone voice-message or other electronic means at least fifteen
minutes before the start of the meeting and, if such notice includes a proposed
written consent with respect to any matter to be considered at such meeting,
delivery (including by telecopy, e-mail or other electronic means) by a Trustee
on the Valuation Committee or Dividend Committee, as the case may be, of an
executed counterpart of such written consent or a written message (including by
electronic means) confirming such Trustee's intended vote with respect to any
such matter prior to the start of such meeting to the Secretary, any assistant
Secretary, the Treasurer or any assistant Treasurer of the Trust shall
constitute such Trustee's presence at (for purposes of constituting a quorum)
and vote taken at such meeting.
ARTICLE 5
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 6
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, the subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE 7
SEAL
7.1. General. The seal of the Trust shall 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 but, 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 8
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,
contracts, notes and other obligations made by the Trustees shall be signed by
the President or by the Treasurer and need not bear the seal of the Trust.
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ARTICLE 9
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 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 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. The Trustees may at any
time discontinue the issuance of 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 10
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 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.
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ARTICLE 11
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 less than a majority of the Trustees have been elected by the
Shareholders, (ii) with respect to any Manager or subadviser as provided in
Article IV, Section 6 of the Declaration of Trust to the extent required by the
1940 Act, (iii) with respect to any termination of this Trust 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 7 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 shall 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, then only Shareholders of such series 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. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action required by law,
the Declaration of Trust or these Bylaws to be taken by Shareholders.
Nothing in these Bylaws or the Declaration of Trust 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 I 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
designated by the Trustees. Written notice of any meeting of Shareholders shall
be given or caused to be given
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by the Trustees by mailing such notice at least seven days before such meeting,
postage prepaid, stating the time and place of the meeting, to each Shareholder
at the Shareholder's address as it appears on the records of the Trust.
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. 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 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, thirty
percent 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 shall vote as a series, then thirty percent
(unless a larger quorum is required as specified above) of Shares of that
series entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that series. Any lesser number shall be sufficient
for adjournments. Any adjourned session or sessions may be held, within a
reasonable time after the date set for the original meeting, without the
necessity of 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 questions 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 shall vote as a series, then a plurality of the quorum of Shares of
that series necessary for the transaction of business by that series at a
Shareholders' meeting shall decide that matter insofar as that series is
concerned.
11.4. Action by Written Consent. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders 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) 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 purpose close the register or transfer books for all or any part of such
period.
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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.
11.7. 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 of Shares of the Trust 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 11, Section 11.1 of these Bylaws
to vote on whether or not such court action, proceeding or suit should or
should not be brought or maintained.
ARTICLE 12
INDEMNIFICATION
12.1. Rebuttable Presumption. For purposes of the determination or opinion
referred to in clause (c) of the final sentence of Article VIII, Section 1 of
the Declaration of Trust or the second clause (a) or second clause (b) of the
first sentence of Article VIII, Section 2 of the Declaration of Trust, 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 (as defined in Article VIII, Section 1 of
the Declaration of Trust) 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.
ARTICLE 13
AMENDMENT TO THE BYLAWS
13.1. General. These Bylaws may be amended or repealed, in whole or part, by
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.
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