Source - RNS
RNS Number : 5836I
Newscape Funds PLC
31 August 2016
 

 

 

 

 

 

 

Circular to Shareholders

And notice of extraordinary general meeting OF

NEWSCAPE FUNDS plc

 

an open-ended variable capital investment company with limited liability and aN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN Sub-FUnds incorporated under the laws of ireland with registered number 451653

 

 

 

 

THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN A SUB-FUND OF NEWSCAPE FUNDS PLC (the Company). IT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR.

 

If you have sold or otherwise transferred your holding in a Fund of the Company, please send this document and the accompanying proxy form to the stockbroker, bank manager or other agent through whom the sale was effected for transmission to the purchaser or transferee as soon as possible.  This circular is not required to be and has not been reviewed by the Central Bank of Ireland (the Central Bank).

 

Unless otherwise indicated, all capitalised terms in this Notice shall have the same meaning as described in the prospectus for the Company dated 24 December 2013 (the Prospectus).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                            

 

NEWSCAPE FUNDS PLC

25/28 North Wall Quay

IFSC

Dublin 1

 

 

 

Dear Shareholder,

 

1.   Introduction

 

We are writing to inform you as a Shareholder in a sub-fund of the Company, that the Directors of the Company have resolved to seek a special resolution of the Shareholders (the Resolution) at an extraordinary general meeting (the EGM) to be convened and held on 30 September 2016 at noon at the registered office of the Company, to consider, and if thought fit, approve an update to the Memorandum and Articles of Association of the Company in accordance with Appendix I hereto, subject to the incorporation of any amendments that may be requested by the Central Bank of Ireland.

 

2.   Proposed Changes

 

The Directors of the Company have carried out a review of the Memorandum and Articles of Association of the Company and the proposed amendments are set out in Appendix I, which contains a full overview of the proposed amendments, highlighting the changes in black line format to be incorporated into the revised Memorandum and Articles of Association.

 

1.   Proposed amendments to the Memorandum and Articles of Association of the Company

 

The proposed amendments to the Memorandum and Articles of Association of the Company are required for the following reasons:

·      regulatory amendments and updates required in order to comply with updated Central Bank requirements and guidance;

·      mandatory amendments required pursuant to the Companies Act 2014;

·      mandatory amendments required pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016, S.I. No. 143 of 2016 (UCITS V); and

·      other general updates as set out in Appendix I.

.

2.   Miscellaneous amendments

 

The Directors of the Company also wish to take the opportunity to make a number of miscellaneous updates to the Articles of Association in line with recent legal and regulatory updates and updates to the policies and procedures.

 

3.   Shareholders' Approval

 

As outlined above, the Directors of the Company would like to obtain the approval of the Shareholders to the above proposals. The changes to the Articles of Association of the Company detailed in Appendix I to this circular may not be made without the approval by special resolution of the Company's shareholders.  Resolutions number 8 and 9 of the Notice of the EGM set out the text of the resolutions to be proposed at the EGM in relation to the amendment of the Memorandum and Articles of Association of the Company.  The resolutions will be proposed as special resolutions, meaning that they cannot be passed unless they receive the support of a majority of at least 75% of the total number of votes cast for and against it.  If the resolutions are passed by the requisite majority they will be binding on all shareholders irrespective of how (or whether) they voted.

 

The quorum for the EGM is two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporate member.  If a quorum is not present within half an hour from the time appointed for the EGM, or if during the EGM a quorum ceases to be present, it will be necessary to adjourn it.  In that event, it will stand adjourned to the same day in the next week, at the same time and place or to such other day, time and place as the directors of the Company may determine.  If at an adjourned meeting the quorum is not present within half an hour from the time appointed for the meeting two persons entitled to be counted in a quorum present at the meeting shall be a quorum.

 

4.   Details of the EGM

 

The notice convening the EGM of the shareholders of the Company and setting out the resolutions to be put before the shareholders of the Company at the EGM is enclosed with this Circular.

 

5.   Available Documentation

 

Copies of the existing Articles and the proposed amended Articles are available for inspection during normal  business hours from the date of this Notice up to and including the time of, and during, the Reconvened AGM (and any adjourned meeting) at the registered office of A&L Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1, Ireland.

 

If you have any queries or require any further clarification on this matter please contact your usual contact at the Investment Manager.

 

6.   Proxy Forms

 

A proxy form to enable shareholders of the Company to vote at the EGM is enclosed with this circular.  Please read the notes printed on the proxy form, which will assist you in completing and returning the form.  To be valid, proxy forms must be received before the time appointed for the holding of the EGM (or adjourned EGM, if necessary).  You may attend and vote at the EGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.

 

7.   Expected Timetable of Principal Events*

 

Date of this Circular                                                                    29 August 2016

Record date for voting at the AGM                                               30 September 2016

Latest time and date for receipt of forms of proxy                          30 September 2016 at 11.59a.m.

Annual General Meeting                                                             30 September 2016 at 12 noon

 

* References to times in this Notice are to Dublin times unless otherwise stated.

 

8.   Costs

 

The costs of implementing the foregoing changes, as well as the costs of securing all necessary regulatory and other approvals, will be borne by the Fund.

 

9.   Conclusion

 

The Directors of the Company are of the proposed changes to the Memorandum and Articles of Association are in the best interests of all of the Shareholders of the Company.  Accordingly, the Directors recommend that you vote in favour of the Resolution set out in the relevant EGM notice by either attending in person at the EGM or by appointing a proxy by completing the enclosed proxy form and returning it as indicated

 

The Directors of the Company accept responsibility for the information contained in this circular.

 

 

If you have any queries or if any of the above is not clear, please consult with your professional adviser.

 

 

Yours faithfully,

 

 

 

______________________________

Director

Newscape Funds plc

 

Date:

 

 

 

APPENDIX I

 

 

SUMMARY OF AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

 

Please find enclosed the Memorandum and Articles of Association of Newscape Funds plc highlighting the proposed amendments thereto.

 

Legend:

 

Text which has been inserted

 

Text which has been deleted

 

Text which has been moved from one part

 

Text which has been moved to another part

 

 

A summary of the main changes are as follows:

1.         Amendment to the Memorandum of Association of the Company

 

Replacement of references to "Companies Act 1963 - 2013" with "Companies Act 2014" in order to ensure consistency with the Articles of Association.

2.         Amendments to the Articles of Association of the Company (the Articles)

 

Irish Companies Act 2014 updates

 

It is a legal requirement that certain provisions of the Articles be amended to incorporate mandatory changes arising from the Companies Act.  As a result the Company has amended the Articles to incorporate the following:

 

Variation of Rights

 

Article 5(a) has been amended to provide that the quorum at any meeting of a class of Shares shall be two persons present in person or by proxy holding or representing at least one-third in nominal value of the issued Shares of the class in question, rather than two persons holding or representing at least one-third in nominal value of the issued Shares of the class in question.

 

Notice of General Meetings

 

Article 33 (b) has been amended to reflect that any notice convening a general meeting must now also include the time by which any proxy must be received at the Company's registered office or some other place in Ireland as specified in the notice.

 

Entitlement to demand a poll

 

Article 40 has been amended to reflect that a poll may in addition to being demanded by the chairman of the meeting or by any shareholder present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting, a poll may also be demanded by at least three instead of two shareholders present (in person or by proxy) having the right to vote at the meeting and by any shareholder present in person or by proxy representing shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid on all the shares conferring the right to vote at the meeting.

 

Eligibility for Appointment

 

Article 67 has been amended to reflect revised timing of a notice recommending a person to the role of Director. In order to be eligible for appointment as a director at a general meeting, notice executed by a shareholder must have been given to the Company of that shareholders intention to propose such person for appointment not less than three nor more than twenty one clear days in advance of such meeting,

 

Use of Seal

 

Article 82 and Article 84 have been amended to provide that the Company Seal may be used by a Registered Person (as defined in the Companies Act) and any instrument to which the Seal shall be affixed when it is used by a Registered Person shall be signed by that person and countersigned by either the Company Secretary or a Director of the Company or by some other person appointed for the purpose by the Directors or a committee of the Directors authorised by the Directors on their behalf.

 

Accounts

 

Article 92(a) provides that "adequate accounting records" shall include any information and returns referred to in Section 283(2) of the Companies Act.

 

UCITS V update

 

Pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016, S.I. No. 143 of 2016 (UCITS V), all references to "Custodian" have been replaced with "Depositary".

 

Central Bank Requirements

 

The Company proposes to amend the Articles to incorporate the following Central Bank Requirements:

 

·      The Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) Investor Money Regulations 2015 for Fund Service Providers; and

 

·      The Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 and Central Bank guidance issued in  relation thereto.

 

(together, the Central Bank Requirements).

 

The proposed changes are as follows:

 

Limitations on redemption

 

Clause 15(a) of Appendix II to the Articles has been amended to reflect the Central Bank Requirement that provides that, where a redemption gate is in place, redemption requests carried over from a prior dealing day as a result of the application of a gate will no longer receive priority.

 

General Updates

 

Article 1, Article 60(a), Article 77, Article 94 and Article 97 have been amended to allow for the Company to communicate and transact its business where appropriate by way of electronic communication.

 

Article 3 has been amended to reflect that the company is structure as an umbrella fund with segregated liability between its sub-funds to conform to the requirements of the Central Bank application form.

 

The Definition of 'Financial Regulator' has been amended to 'Competent Authority' throughout.

 

The Definition of 'Taxable Irish Person' has been amended to provide that the definition shall be as set out in the Prospectus. This has been done as the definition of Irish Taxable Person may be changed by statute and each change would otherwise require an amendment to be made to the Articles.

 

The Definition of 'Markets' has been amended to provide that the definition shall be as set out in the Prospectus. This has been done as the list of markets which are serviced by the Depositary may change and each change would otherwise require an amendment to be made to the Articles.

 

Article 12 (a) has been amended to provide for the potential for a scenario where a share certificate representing a holders shares is reduced due to Shares being 'exchanged', such share certificate shall be cancelled and a new certificate issued.

 

Article 18 (a) and Article 18 (b) are amended to provide for additional circumstances in which the Directors may refuse to register a transfer of shares which includes but is not limited to a shareholder failing to provide necessary anti-money laundering documentation, where a potential shareholder falsifies a declaration or where the transfer would breach any law or requirement of any country or governmental authority.

 

Article 26 is amended to require that upon death or bankruptcy, where the shares are transferred to another holder, such new holder shall provide all documentation and/or information as the Company may reasonably require before becoming a Shareholder.

 

Article 51 is amended to permit the appointment of a proxy by electronic means subject to certain conditions.

 

Article 108 has been inserted to more accurately describe the provisions of the segregation of liability which applies to sub-funds of the Company. The Company was incorporated as an umbrella fund with segregated liability and the provisions included do not change the position but merely provide greater detail on the meaning of segregation of liability as it applies to the Company.

 

Article 3 of Appendix II has been amended to reflect that the Company may issue further shares at a fixed price to conform to the requirements of the Central Bank application form.

 

Article 9 of Appendix II has been amended to reflect that the Company may launch further funds to conform to the requirements of the Central Bank application form.

 

 

 

 [insert redline of Memorandum and Articles of Association in colour]

 

NOTICE OF ANNUAL GENERAL MEETING

 

                                                                          of

 

NEWSCAPE FUNDS PLC

_________________________________________________________________________

 

 

NOTICE is hereby given that the Extraordinary General Meeting of Newscape Funds plc will be held on [                   ] 2016 at [             ]am at the offices of A & L Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1 for the following purposes:

 

Special Resolutions

1.   To amend references to the 'Companies Act 1963 - 2013' in the Memorandum of Association of the Company as set out in Appendix I to the Circular to Shareholders dated [                     ] 2016.

 

2.   To amend the Articles of Association of the Company in accordance with the Circular to Shareholders dated [                       ] 2016, subject to the incorporation of any amendments that may be requested by the Central Bank of Ireland.

 

And to transact any other business which may properly be brought before the meeting.

 

 

 

By Order of the Board

 

 

 

 

 

Goodbody Secretarial Limited

Secretary

 

 

25/28 North Wall Quay, IFSC, Dublin 1, Ireland

 

Dated [              ] August 2016

 

 

A member entitled to attend and vote may appoint a proxy to attend, speak and vote on his behalf.  A proxy need not be a member of the company.

 

 

To be effective, a form of proxy must be received at the registered office of the company at 25/28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland before the time appointed for holding the meeting.

 

PROXY

 

For the Annual General Meeting of

 

NEWSCAPE FUNDS PLC

 

 

Please complete the below sections in BOLD TYPE

 

I/We*       

 

 

 

of

 

 

being a Shareholder/Shareholders* of the Company referred to above HEREBY APPOINT the Chairman of the Meeting or Stephanie Ready or Jacqui Verner or Chloe McCarthy.

 

or failing him/her

 

 

 

 

as my/our* proxy to attend, speak and vote for me/us* on my/our* behalf at the Annual General Meeting

 

of the Company to be held on [                    ] 2016 at [     ] am and at every adjournment thereof.

     

 

*DELETE AS APPROPRIATE

 

 

 

__________________________                                       ______________________

Signature                                                                                  Date

 

 

PLEASE INDICATE WITH AN 'X' IN THE SPACES BELOW HOW YOU WISH YOUR VOTE TO BE CAST

 

UNLESS OTHERWISE INDICATED THE PROXY WILL VOTE AS HE/SHE THINKS FIT.

 

 

 

Ordinary Business

 

FOR

ABSTAIN

AGAINST

1.

To amend references to the 'Companies Act 1963 - 2013' in the Memorandum of Association of the Company as set out in Appendix I to the Circular to Shareholders dated [              ] 2016.

 

 

 

 

2.

To amend the Articles of Association of the Company in accordance with the Circular to Shareholders dated [                        ] 2016, subject to the incorporation of any amendments that may be requested by the Central Bank of Ireland (such Articles to take effect from the date of noting by the Central Bank of Ireland.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes

 

1.         You may appoint a proxy of your own choice by inserting the name of the person appointed as proxy (who need not be shareholder) in the space provided.

 

2.         Please insert your name(s) and address in BOLD TYPE and sign and date the form.

 

3.         Indicate by placing a cross in the appropriate box how you wish your votes to be cast in respect of each resolution. If no mark is made, your proxy may vote or abstain at his/her discretion. On any other business not specified in the Notice of Meeting and arising at the Meeting, the proxy will act at his or her discretion.

 

4.         If the appointer is a corporation, this form must be under the common seal or under the hand of some officer, attorney or other person authorised in writing.

 

5.         In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated. In the event of more than one joint holder tendering votes, the vote of the shareholder whose name first appears in the register of members will be accepted to the exclusion of all others.

 

6.         To be valid, this form (and, if applicable, any power of attorney or other authority under which it is signed or a notarially certified copy thereof) must be completed and deposited at the registered office at 25/28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland before the time fixed for holding the meeting by post or by fax at +353 (0) 1 649 2649 for the attention of Stephanie Ready..

 

7.         If any amendments are made they should be initialled.

 

8.         Completion and return of this form of proxy will not prevent you from attending and voting in person at the meeting if you so wish.

 

 

 

 

 

 

 

COMPANIES ACTS, 1963 TO 20092014

 

AND

 

THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2003 (AS AMENDED)

 

A PUBLIC COMPANY LIMITED BY SHARES

 

AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL

 

AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB FUNDS

 

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

 

 

- OF -

 

NEWSCAPE FUNDS

PUBLIC LIMITED COMPANY

 

(As amended by all Special Resolutions up to and including

Special Resolution dated                     21 December 20092016)

 

 

_______________________________________

 

Incorporated on 11 January 2008

_______________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A & L Goodbody

Solicitors

 

COMPANIES ACTS, 1963 TO 20092014

 

AND

 

THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2003

(AS AMENDED)

 

 

A PUBLIC COMPANY LIMITED BY SHARES

 

AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL

 

AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB FUNDS

 

 

 

MEMORANDUM OF ASSOCIATION

 

 

- OF -

 

 

NEWSCAPE FUNDS

PUBLIC LIMITED COMPANY

 

 

1.         The name of the Company is Newscape Funds Public Limited Company.

 

2.         The Company is a public limited company being an investment company with variable capital and having as its sole object the collective investment in transferable securities and/or other liquid financial assets of capital raised from the public operating on the principle of risk spreading in accordance with the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2003 (S.I. No. 211 of 2003) as may be amended, supplemented or consolidated from time to time.

 

3.         The powers of the Company to attain the said object are:

 

3.1.       To carry on business as an investment company and to acquire, dispose of, invest in and hold by way of investment, shares, stocks, share units or other participations in collective investment undertakings, securities, bonds, rights to acquire securities whether by subscription or exchange, obligations, certificates of deposit, deposits with credit institutions, money market instruments, treasury bills, trade bills, bank acceptances, bills of exchange, fixed rate securities, variable or floating rate securities, securities in respect of which the return and/or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps, options contracts, contracts for differences, commodities, forward rate agreements and other financial derivative instruments, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities and securities of all kinds created, issued or guaranteed by any government, sovereign, ruler, commissioners, body or authority, supreme, state, municipal, local, supranational or otherwise, in any part of the world, or by any company, bank, association or partnership, whether with limited or unlimited liability constituted or carrying on business or activities in any part of the world, units of or participation in any unit trust scheme, mutual fund or collective investment scheme in any part of the world, policies of insurance and assurance, domestic and foreign currency and any present or future rights and interests to or in any of the foregoing, to subscribe for the same either conditionally or otherwise, to enter into underwriting, stocklending and repurchase and similar contracts with respect thereto, to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof and from time to time to sell, exchange, lend, vary or dispose of and grant and dispose of options over any of the foregoing and to deposit money (or place money on current account) with such persons in such currencies and otherwise on such terms as may seem expedient.

 

3.2.       To deposit money, securities and/or property to or with such persons, and on such terms as may seem expedient and to discount, buy and sell bills, notes, warrants, coupons and other negotiable or transferable instruments, securities or documents of whatsoever nature.

 

3.3.       Where required for the direct pursuit of the business of the Company, to acquire by purchase, lease, exchange, hire or otherwise lands and real or personal property wheresoever situate of any kind or of any tenure or any interest in the same; to erect and construct houses, buildings or works of every description on any land of the Company, or upon any other lands or property, and to pull down, rebuild, enlarge, alter or improve existing houses, buildings or works thereon and generally to manage deal with and improve the property of the Company; and to sell, lease, let, mortgage or otherwise dispose of the lands, houses, buildings, and other property of the Company.

 

3.4.       To carry on business as capitalists and financiers, and to undertake and carry on all kinds of financial, trust, agency, broking, and other operations including underwriting, issuing on commission or otherwise of stocks and securities of all kinds.

 

3.5.       To receive monies on loan and to borrow or raise money in any currency and secure or discharge any debt or obligation of or binding on the Company in any manner and in particular by the issue of debentures and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien against the whole or any part of the Company's property or assets (whether present or future) including uncalled capital and also by a similar mortgage charge or lien to secure or guarantee the performance of any obligation or liability undertaken by the Company.

 

3.6.       To guarantee the payment of money by or the performance of any contracts, liabilities, obligations, or engagements of any company, firm or person and to grant guarantees and indemnities of every description, and to undertake obligations of every description.

 

3.7.       To enter into any arrangements with any government, or authority, supreme, municipal, local or otherwise, and to obtain from any such government or authority any rights, concessions and privileges that may seem conducive to the objects of the Company or any of them.

 

3.8.       To employ any person, firm, company or other body to investigate and examine the conditions, prospects, values, character and circumstances of any business concern or undertaking and generally of any assets, concessions, properties or rights.

 

3.9.       To take out, acquire, surrender and assign policies of assurance with any insurance company or companies it may think fit payable at fixed or uncertain dates or upon the happening of any contingency whatsoever and to pay the premiums thereon.

 

3.10.     Subject to the Regulations, to promote and aid in promoting, constitute, form or organise companies, syndicates or partnerships of all kinds for the purpose of acquiring and undertaking any property and liabilities of the Company, or of advancing directly or indirectly the objects thereof, or for any purpose which the Company may think expedient.

 

3.11.     Subject to the Regulations, to promote and aid in promoting, constitute, form or organise any company or companies, syndicates or partnerships of all kinds in any part of the world and to subscribe for shares therein or other securities thereof for the purpose of carrying on any business which the Company is authorised to carry on or of advancing directly or indirectly the objects thereof, or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

 

3.12.     Subject to the Regulations, to amalgamate or enter into partnership or into any arrangement for sharing profits, union of interest, joint venture, reciprocal concessions or co-operation with any person or company carrying on, engaged in, or about to carry on or engage in any business or transaction which the company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company, and to take or otherwise acquire and hold, sell, re-issue, or otherwise deal with shares or stock in or securities or obligations of, and to subsidise or otherwise assist any such securities or obligations or any dividends upon any such shares or stock.

 

3.13.     To apply for, purchase or otherwise acquire any patents, trademarks, copyrights, designs, licences, and like rights, conferring an exclusive or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company and to use, exercise, develop, sell, mortgage, grant licences in respect of, or otherwise turn to account the rights and information so acquired.

 

3.14.     To establish and/or carry on any other business or businesses which may seem to the Company capable of being conveniently carried on in connection with any business which the Company is authorised to carry on, or may seem to the Company calculated directly or indirectly to benefit the Company or to enhance the value of or render profitable any of the Company's properties or rights.

 

3.15.     To acquire and carry on all or any part of the business, goodwill or property, and to undertake any liabilities of any person, firm, association or company possessed of property suitable for any of the purposes of the Company, or carrying on or proposing to carry on any business which the Company is authorised to carry on, and as the consideration for the same to pay cash or to issue any fully or partly paid up shares, debentures, or obligations of the Company or undertake all or any of the liabilities of such person, firm association or company.

 

3.16.     To create, issue, make, draw, accept and negotiate redeemable debentures or bonds or other obligations, bills of exchange, promissory notes or other negotiable instruments.

 

3.17.     To distribute among the members of the Company in specie any assets of the Company or any proceeds of sale or disposal of any assets of the Company.

 

3.18.     To sell, let, develop, dispose of or otherwise deal with the undertaking or all or any part of the property real or personal, rights or privileges of the Company upon such terms as the Company may think fit, with power to accept as the consideration, any shares, stocks, debentures, securities or obligations of or interest in any other company.

 

3.19.     To establish and support or aid in the establishment and support of associations, institutions and conveniences calculated to benefit any of the employees or ex-employees of the Company or any associated company, or the dependants or connections of such persons, and to grant pensions and allowances and to make payment towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition, or for any public general or useful object.

 

3.20.     To remunerate any companies, firm or person for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures or other securities of the Company or in or about the promotion of the Company or the conduct of its business and whether by cash payment or by the allotment to him or them of stocks, shares, debentures,  bonds or other securities of the Company, credited as paid up in full in part or otherwise.

 

3.21.     To promote any company or companies for the purpose of its or their acquiring all or any of the property, rights and liabilities of the Company, or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to pay all the expenses of or incidental to such promotion.

 

3.22.     To pay out of the funds of the Company all expenses which the Company may lawfully pay incidental to the formation, registration and advertising of or raising money for the Company and the issue of its capital or any class thereof, including brokerage and commissions for obtaining applications for or taking, placing or procuring the underwriting of shares, stocks, debentures, bonds or other securities of the Company and any other expenses which the Directors shall consider to be in the nature of preliminary expenses and to amortise such expenses over such period or periods as the Directors may determine.

 

3.23.     To pay for any property or rights acquired by the Company either in cash or by the issue of fully paid shares of the Company.

 

3.24.     To exercise all or any of the powers aforesaid in any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, attorneys or otherwise, and either alone or in conjunction with others.

 

3.25.     To do all such other things as the Company may deem incidental or conducive to the attainment of any of the objects of the Company.

 

3.26.     To procure the Company to be registered or recognised in any part of the world outside Ireland.

 

3.27.     Each of the ancillary powers of the Company (whether enumerated or not) is to be interpreted and exercised as ancillary to the objects of the Company but separate from and ranking equally to any other ancillary power.

 

            And it is hereby declared that the word company (except where used in reference to this Company) in this clause shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated.

 

4.         The liability of the members is limited.

 

5.         The authorised share capital of the Company is 1,000,000,000,000 unclassified participating shares of no par value.  The minimum issued share capital of the Company is 2 shares of no par value.  The maximum issued share capital of the Company is 1,000,000,000,000 unclassified shares of no par value.

 

WE, the several persons whose names and addresses are subscribed, wish to be formed into a Company, in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

______________________________________________________________________________

 

Names, Addresses and                                                  Number of shares taken

Descriptions of Subscribers                                            by each Subscriber

______________________________________________________________________________

 

 

Goodbody Subscriber One Limited,                                 One

International Financial Services Centre,

North Wall Quay,

Dublin 1.

 

Limited Liability Company

 

 

 

Goodbody Subscriber Two Limited,                                  One

International Financial Services Centre,

North Wall Quay,

Dublin 1.

 

Limited Liability Company

 

 

 

 

Dated this         day of                          200

 

 

Witness to the above signatures:

 

 

            International Financial Services Centre,

            North Wall Quay,

            Dublin 1.

           

           

           

 

 

ARTICLES OF ASSOCIATION

 

 

OF

 

 

NEWSCAPE FUNDS

PUBLIC LIMITED COMPANY

 

 

CONTENTS

 

 

PART I - PRELIMINARY

 

 

1.         Interpretation

 

 

PART II - SHARE CAPITAL, UMBRELLA FUND AND RIGHTS

 

2.         Share Capital

 

3.         Umbrella Fund

 

4.         Issue of shares

 

5.         Variation of rights

 

6.         Trusts not recognised

 

7.         Disclosure of interests

 

8.         Payment of commission

 

 

PART III - REPURCHASE AND EXCHANGE OF SHARES

 

9.         Right of repurchase

 

10.        Right of exchange

 

 

PART IV - SHARE CERTIFICATES

 

11.        Confirmation of ownership/share certificates

 

12.        Balance and exchange certificates

 

13.        Replacement of share certificates

 

14.        Other methods of recording title

 

 

PART V - TRANSFER OF SHARES

 

15.        Form of instrument of transfer

 

16.        Execution of instrument of transfer

 

17.        Payment of taxation upon transfer

 

18.        Refusal to register transfers

 

19.        Procedure on refusal

 

20.        Closing of transfer books

 

21.        Registration fees

 

22.        Retention of transfer instruments

 

23.        Renunciation of allotment

 

24.        Compulsory transfer of shares

 

 

PART VI - TRANSMISSION OF SHARES

 

25.        Death of Holder

 

26.        Transmission on death or bankruptcy/minors

 

27.        Rights before registration

 

 

PART VII - ALTERATION OF SHARE CAPITAL

 

28.        Increase of capital

 

29.        Consolidation, sub-division and cancellation of capital

 

 

PART VIII - GENERAL MEETINGS

 

30.        Annual general meetings

 

31.        Extraordinary general meetings

 

32.        Convening general meetings

 

33.        Notice of general meetings

 

 

PART IX - PROCEEDINGS AT GENERAL MEETINGS

 

34.        Quorum for general meetings

 

35.        Special business

 

36.        Chairman of general meetings

 

37.        Directors' and Auditors' right to attend general meetings

 

38.        Adjournment of general meetings

 

39.        Determination of resolutions

 

40.        Entitlement to demand a poll

 

41.        Taking of a poll

 

42.        Votes of Holders

 

43.        Written resolutions

 

44.        Chairman's casting vote

 

45.        Voting by joint Holders

 

46.        Voting by incapacitated Holders

 

47.        Restriction of voting rights

 

48.        Time for objection to voting

 

49.        Appointment of proxy

 

50.        Bodies corporate acting by representatives at meetings

 

51.        Deposit of proxy instruments

 

52.        Effect of proxy instruments

 

53.        Effect of revocation of proxy or of authorisation

 

54.        Class meetings

 

 

PART X - DIRECTORS

 

55.        Number of Directors

 

56.        Share qualification

 

57.        Ordinary remuneration of Directors

 

58.        Special remuneration of Directors

 

59.        Expenses of Directors

 

60.        Alternate Directors

 

 

PART XI - POWERS OF DIRECTORS

 

61.        Directors' powers

 

62.        Power to delegate

 

63.        Appointment of attorneys/agents/delegates/Custodianattorneys/agents/delegates/ Depositary

 

64.        Borrowing powers

 

65.        Execution of negotiable instruments

 

 

PART XII - APPOINTMENT AND RETIREMENT OF DIRECTORS

 

66.        No retirement by rotation

 

67.        Eligibility for appointment

 

68.        No retirement on account of age

 

69.        Appointment of additional Directors

 

 

PART XIII - DISQUALIFICATION AND REMOVAL OF DIRECTORS

 

70.        Disqualification of Directors

 

71.        Removal of Directors

 

 

PART XIV - DIRECTORS' INTERESTS

 

 

72.        Directors' interests

 

73.        Restriction on Directors' voting

 

 

PART XV - PROCEEDINGS OF DIRECTORS

 

74.        Convening and regulation of Directors' meetings

 

75.        Quorum for Directors' meetings

 

76.        Voting at Directors' meetings

 

77.        Telecommunications meetings

 

78.        Chairman of board of Directors

 

79.        Validity of acts of Directors

 

80.        Directors' resolutions or other documents in writing

 

 

PART XVI - THE SECRETARY

 

81.        Appointment of Secretary

 

 

PART XVII - THE SEAL

 

82.        Use of Seal

 

83.        Seal for use abroad

 

84.        Signature of sealed instruments

 

 

PART XVIII - DIVIDENDS AND RESERVES

 

85.      Declaration of dividends

 

86.        Eligibility for dividends

 

87.        Deduction from dividend

 

88.        Unclaimed dividends

 

89.        Currency of dividend

 

90.        Payment of dividend

 

91.        Joint Holders

 

PART XIX - ACCOUNTS

 

92.        Accounts

 

PART XX - NOTICES

 

93.        Notices in writing

 

94.        Service of notices

 

95.        Service of notice on joint Holders

 

96.        Service of notice on transfer or transmission of shares

 

97.        Signature to notices

 

98.        Deemed receipt of notices

 

PART XXI - WINDING UP

 

99.        Distribution on winding up

 

100.      Distribution in specie

 

 

PART XXII - MISCELLANEOUS

 

101.      Minutes of meetings

 

102.      Inspection and secrecy

 

103.      Destruction of records

 

104.      Untraced Holders

 

105.      Indemnity

 

106.      Overriding provisions

 

107.      Restriction on modification to Memorandum and Articles

 

 

 

 

 

APPENDIX I

 

DEFINITIONS

 

1.         Definitions

 

 

APPENDIX II

 

ISSUE OF SHARES

 

2.         Terms and conditions of issue of shares

 

3.         Subscription price of shares

 

4.         Allotment of shares for non cash consideration

 

5.         Preliminary charge

 

6.         No shares allotted when calculation of Net Asset Value suspended

 

7.         Issue of fractions of shares

 

8.         Minimum Initial Investment Amount

 

 

FUNDS

 

9.         Funds

 

10.        Fund exchanges

 

11.        Termination of Funds

 

 

RIGHT OF REPURCHASE

 

12.        Holders' right to request a repurchase of shares

 

13.        Repurchase mechanism

 

14.        Repurchase price of shares

 

15.        Limitations on repurchase

 

16.        No shares repurchased when calculation of Net Asset Value suspended

 

 

DETERMINATION OF NET ASSET VALUE

 

17.        Determination of Net Asset Value

 

18.        Suspension of determination of Net Asset Value/postponement of a Dealing Day

 

19.        Notification of suspension to Financial RegulatorCompetent Authority, Stock Exchanges and Holders

 

 

COMPULSORY REPURCHASE OR TRANSFER OF SHARES

 

20.        Compulsory repurchase or transfer of shares

 

 

INVESTMENT OF ASSETS

 

21.        Investments of Assets of the Company

 

 

CUSTODIAN

DEPOSITARY

 

22.        Appointment of CustodianDepositary

 

23.        Appointment of sub-custodians

 

24.        Remuneration of CustodianDepositary

 

25.        Retirement or replacement of CustodianDepositary

 

 

EQUALISATION PAYMENTS

 

26.        Equalisation Payments

 

 

DEALINGS IN SHARES

 

27.        Dealings in shares

 

 

APPENDIX III

 

DETERMINATION OF NET ASSET VALUE

 

28.        Determination of Net Asset Value

 

APPENDIX IV

 

MARKETS

 

29.        Markets

 

 

COMPANIES ACTS, 1963 TO 20092014

 

AND

 

THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2003

(AS AMENDED)

 

 

A PUBLIC COMPANY LIMITED BY SHARES

 

AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL

 

AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB FUNDS

 

 

ARTICLES OF ASSOCIATION

 

OF

 

NEWSCAPE FUNDS PUBLIC LIMITED COMPANY

(As amended by all Special Resolutions up to and including

Special Resolution dated 21 December 2009[              ] 2016)

 

 

PART I - PRELIMINARY

 

 

1.         Interpretation

 

(a)        The regulations contained in Table A in the First Schedule to the Companies Act, 1963 shall not apply to the Company.

(a)         (b)Expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography any other substitute for writing including any means of electronic communication which may be processed to produce a legible text, and any other modes of representing or reproducing words in a visible form.  Expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand.

 

(b)         (c)Unless specifically defined herein or in Appendix I or unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Companies Acts Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

 

(c)         (d)The table of contents, headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.

 

(d)         (e)References in these Articles to any enactment or any section or provision thereof shall mean such enactment, section or provision as the same may be amended and may be from time to time and for the time being in force.

 

(e)         (f)In these Articles the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies. The words "includes" and "including" mean includes and including without limiting the generality of the preceding words.

 

(f)          (g)References in these Articles to Euro or are to the currency, for the time being, of the European Monetary Union Member States.  References to the foregoing currency shall include any successor currency.

 

 

 

 

PART II - SHARE CAPITAL, UMBRELLA FUND AND RIGHTS

 

2.         Share Capital

 

The authorised share capital of the Company is 1,000,000,000,000 shares of no par value initially designated as unclassified shares of no par value.  The minimum issued share capital of the Company is 2 shares of no par value.  The maximum issued share capital of the Company is 1,000,000,000,000 unclassified shares of no par value.

 

3.         Umbrella Fund

 

            The Company is an umbrella fund comprising separate portfolios of assets and liabilities attributable thereto referred to herein as Fund(s) as further described in Clause 9 of Appendix II by reference to which shares are issued. The Company is structured as an umbrella fund with segregated liability between its sub-funds and accordingly any liability incurred on behalf of or attributable to any Fund shall be discharged out of the assets of that Fund.

 

4.         Issue of shares

 

4.1.       Shares may only be issued as fully paid and shall have no par value.

 

4.2.       The amount of the paid up share capital of the Company shall at all times be equal to the Net Asset Value of the Company.

 

4.3.       The Directors may from time to time issue fractions of shares.  Notwithstanding anything contained in the Articles the holder of a fraction of a share may not exercise any voting rights in respect of such share.

 

4.4.       The Directors may issue any of the unclassified shares as participating shares in a Fund with such rights or restrictions as the Directors may determine.  The Directors may issue more than one class of shares which participate in a Fund.  The provisions contained in Clauses 2 to 8 of Appendix II shall govern the terms and conditions relating to the issue of shares.

 

4.5.       The Directors, on the allotment and issue of any shares, may impose restrictions on the transferability or disposal of the shares as may be considered by the Directors to be in the best interests of the Holders as a whole.

 

4.6.       The Directors may in their absolute discretion refuse to accept any application for shares in the Company or accept any application in whole or in part.

 

4.7.       The Directors are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities, including fractions thereof, (as defined for the purposes of Section 20 1021 of the 1983 Companies Act) up to an amount equal to the authorised but as yet unissued share capital of the Company.

 

4.8.       Shares issued solely for the purpose of the incorporation of the Company and to enable the Company to seek authorisation under the Regulations from the Financial Regulator Competent Authority will be issued at an issue price of €1 per share and shall be known as Subscriber Shares.  Subscriber Shares may be redeemed by the Company upon request at a price of €1 per Share and Subscriber Shares so redeemed shall be cancelled.  Subscriber Shares may at the discretion of the Directors be transferred to investors who apply for Shares during the Initial Offer Period of a Fund and (in such circumstances) prior to the expiration of such Initial Offer Period will be re-classified as Shares of the relevant Fund.

 

4.9.       Notwithstanding any other provision of these Articles, the Directors may permit title to the shares to be transferred by means of a computer based system and the Directors shall have the power to implement any arrangements they think fit for evidencing title and arranging transfer of such ancillary arrangements (including any anti-money laundering requirements) which seem to them necessary or desirable in respect of shares to be transferred in such a system.

 

5.         Variation of rights

 

            (a)        Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in number of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class, and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.  The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons present in person or by proxy holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the class in question or his proxy.

 

            (b)        The rights conferred upon the Holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto.

 

6.         Trusts not recognised

 

            Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder.  This shall not preclude the Company from requiring the Holders or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

 

7.         Disclosure of interests

 

7.1.       Notwithstanding the provisions of the immediately preceding Article, the Directors, at any time and from time to time if, in their absolute discretion, they consider it to be in the interests of the Company to do so, may give a notice to the Holder or Holders of any share (or any of them) requiring such Holder or Holders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice) of full and accurate particulars of all or any of the following matters, namely:-

 

7.1.1.    his interest in such share;

 

7.1.2.    if his interest in the share does not consist of the entire beneficial interest in it, the interests of all persons having any beneficial interest in the share (provided that one joint Holder of a share shall not be obliged to give particulars of interests of persons in the share which arise only through another joint Holder); and

 

7.1.3.    any arrangement (whether legally binding or not) entered into by him or any person having any beneficial interest in the share whereby it has been agreed or undertaken or the Holder of such share can be required to transfer the share or any interest therein to any person (other than a joint Holder of the share) or to act in relation to any meeting of the Company or of any class of shares of the Company in a particular way or in accordance with the wishes or directions of any other person (other than a person who is a joint Holder of such share).

 

7.2.       If, pursuant to any notice given under paragraph (a), the person stated to own any beneficial interest in a share or the person in favour of whom any Holder (or other person having any beneficial interest in the share) has entered into any arrangements referred to in sub-paragraph (a)(iii), is a body corporate, trust, society or any other legal entity or association of individuals and/or entities, the Directors, at any time and from time to time if, in their absolute discretion, they consider it to be in the best interests of the Company to do so, may give a notice to the Holder or Holders of such share (or any of them) requiring such Holder or Holders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice) of full and accurate particulars of the name and addresses of the individuals who control (whether directly or indirectly and through any number of vehicles, entities or arrangements) the beneficial ownership of all the shares, interests, units or other measure of ownership of such body corporate, trust, society or other entity or association wherever the same shall be incorporated, registered or domiciled or wherever such individuals shall reside provided that if at any stage of such chain of ownership the beneficial interest in any share shall be established to the satisfaction of the Directors to be in the ownership of any body corporate any of whose share capital is listed or dealt in on any bona fide stock exchange, unlisted securities market or over-the-counter securities market, it shall not be necessary to disclose details of the individuals ultimately controlling the beneficial interests in the shares of such body corporate.

 

7.3.       The Directors, if they think fit, may give notices under paragraphs (a) and (b) at the same time on the basis that the notice given pursuant to paragraph (b) shall be contingent upon disclosure of certain facts pursuant to a notice given pursuant to paragraph (a).

 

7.4.       The Directors may require (before or after the receipt of any written particulars under this Article) any such particulars to be verified by statutory declaration.

 

7.5.       The Directors may serve any notice pursuant to the terms of this Article irrespective of whether or not the Holder on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in part with any notice given under this Article in respect of a share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall prejudice or affect in any way any non-compliance not so waived whether by the Holder concerned or any other joint Holder of the share or by any person to whom a notice may be given at any time.

 

7.6.       For the purpose of establishing whether or not the terms of any notice served under this Article shall have been complied with the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.

 

8.         Payment of commission

 

The Company may exercise the powers of paying commissions conferred by the Companies ActsAct.  Subject to the provisions of the Companies Acts Act and these Articles, any such commission may be satisfied by the payment of cash or by the allotment of fully paid shares or partly in one way and partly in the other.  On any issue of shares the Company may also pay such brokerage as may be lawful.

 

 

 

PART III - REPURCHASE AND EXCHANGE OF SHARES

 

 

9.         Right of repurchase

 

Holders shall have the right to request the Company to repurchase their shares in accordance with the terms and conditions set out in Clauses 12 to 16 of Appendix II.

 

10.        Right of Exchange

 

Holders shall have the right to exchange all or any of their shares in accordance with the terms and conditions set out in Clause 10 of Appendix II.

 

PART IV - SHARE CERTIFICATES

 

11.        Confirmations of ownership/share certificates

 

11.1.     Every Holder shall receive written confirmation of ownership in respect of his holding of shares.  Notwithstanding any other provisions of these Articles and unless the Directors determine otherwise no Holder shall be entitled to request or receive a share certificate in respect of shares in the Company.

 

12.        Balance and exchange certificates

 

12.1.     Where some only of the shares comprised in a share certificate are repurchased or transferred or exchanged the old certificate shall be cancelled and the new certificate for the balance of such shares shall be issued in lieu without charge. 

 

12.2.     Any two or more certificates representing shares of any one class held by any Holder at his request may be cancelled and a single new certificate for such shares issued in lieu, without charge unless the Directors otherwise determine.  If any Holder shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may comply, if they think fit, with such request.

 

13.        Replacement of share certificates

 

If a share certificate is defaced, worn out, lost, stolen or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of any exceptional expenses incurred by the Company in investigating evidence or in relation to any indemnity as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

 

14.        Other methods of recording title

 

Nothing in these Articles shall preclude title to any shares of the Company being recorded other than in writing in accordance with such arrangements as may from time to time be permitted by the Companies Acts Act and approved by the Directors.

 

 

PART V - TRANSFER OF SHARES

 

15.        Form of instrument of transfer

 

Subject to such of the restrictions of these Articles and to such of the conditions of issue as may be applicable, the shares of any Holder may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve.

 

 

16.        Execution of instrument of transfer

 

The instrument of transfer of any share shall be executed by or on behalf of the transferor. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the Register in respect thereof.

 

17.        Payment of taxation upon transfer

 

The Directors may repurchase and cancel a sufficient portion of the transferor's shares to discharge any taxation payable to the Revenue Commissioners in Ireland in respect of a transfer of shares by a Holder who is or is deemed to be a Taxable Irish Person or acting on behalf of such a person.

 

18.        Refusal to register transfers

 

18.1.     The Directors in their absolute discretion and without assigning any reason therefor may decline to register:-

 

18.1.1.  any transfer of a share to a person who is not a Permitted Investor; or

 

18.1.2.  any transfer to or by a minor or person of unsound mind; or

 

18.1.3.  any transfer unless the transferee of such shares would following such transfer be the holder of shares with a value at the then current Subscription Price equal to or greater than the Minimum Initial Investment Amount; or

 

18.1.4.  any transfer in circumstances where as a result of such transfer the transferor or transferee would hold less than the Minimum Shareholding; andor

 

18.1.5.  any transfer in regard to which any payment of taxation remains outstanding.; or

 

18.1.6.  any transfer to a person who does not provide all necessary anti-money laundering documentation or clear such anti-money laundering checks as the Directors or their directors may determine. ; or

 

(vii)       any transfer where the transferee has failed to provide the Company or its agent with any documentation reasonably required by the Company or its agent; or

 

(viii)       any transfer to a person or entity who breached or falsified representations on subscription documents; or

 

(ix)        any person who, by holding Shares, would be in breach of any law or requirement of any country or governmental authority or might result in the Company incurring any liability to taxation or suffering pecuniary disadvantages.

 

18.2.     The Directors may decline to recognise any instrument of transfer unless:-

 

18.2.1.  the instrument of transfer is accompanied by the certificate for the shares to which it relates (if issued) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (save where the transferor is a Stock Exchange Nominee);

 

18.2.2.  the instrument of transfer is in respect of one class of share only;

 

18.2.3.  the instrument of transfer is in favour of not more than four transferees;and

 

18.2.4.  the instrument of transfer is lodged at the Office or at such other place as the Directors may appoint.;

 

(v)         the transferee clears such documentation and money laundering checks as the Directors may determine;

 

(vi)        any transfer where the transferee has failed to provide the Company or its agent with any documentation reasonably required by the Company or its agent; and

 

(vii)       any transfer to a person or entity who breached or falsified representations on subscription documents.

 

19.        Procedure on refusal

 

If the Directors refuse to register a transfer then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

 

20.        Closing of transfer books

 

The registration of transfers of shares or of transfers of any class of shares may be deferred at such times and for such periods (not exceeding thirty days in each year) as the Directors may determine.

 

21.        Registration fees

 

A fee may be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

 

22.        Retention of transfer instruments

 

The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

 

23.        Renunciation of allotment

 

Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by the allottee in favour of some other person provided such other person is a Permitted Investor.

 

24.        Compulsory transfer of shares

 

The Directors shall have the power to arrange for the compulsory transfer of shares acquired by or on behalf of a person who is not a Permitted Investor in accordance with the provisions set out in Clause 20 of Appendix II.

 

 

PART VI - TRANSMISSION OF SHARES

 

25.        Death of Holder

 

If a Holder dies the survivor or survivors where he was a joint Holder, and his personal representatives where he was a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased Holder from any liability in respect of any share which had been jointly held by him.

 

26.        Transmission on death or bankruptcy/minors

 

Any guardian of an infant Holder and any curator or other legal representative of a Holder under legal disability and any person entitled to a share in consequence of the death or bankruptcy of a Holder may elect, upon such evidence being produced as the Directors may properly require, either to become the Holder of the share or to make such transfer thereof as the deceased or bankrupt Holder or Holder under a disability could have made.  If he elects to become the Holder he shall give notice to the Company to that effect and supply the Company or its agent with whatever documentation and/or information as the Company or its agent reasonably requests.  If he elects to have another person registered he shall execute an instrument of transfer of the share to that person.  All of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Holder and the death or bankruptcy or disability of the Holder had not occurred.

 

27.        Rights before registration

 

A person becoming entitled to a share by reason of the death or bankruptcy of a Holder (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights to which he would be entitled if he were the holder of the share, except that, before being registered as the Holder of the share, he shall not be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of shares in the Company, so, however, that the Directors, at any time, may give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within ninety days, the Directors thereupon may withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

 

 

PART VII - ALTERATION OF SHARE CAPITAL

 

28.        Increase of capital

 

28.1.     The Company from time to time by ordinary resolution may increase the share capital by such amount and/or number as the resolution shall prescribe.

 

28.2.     Subject to the provisions of the Companies Acts Act and these Articles, the new shares shall be issued to such persons, upon such terms and conditions and with such rights and privileges annexed thereto as the Directors shall determine.

 

29.        Consolidation, sub-division and cancellation of capital

 

The Company, by ordinary resolution, may:-

 

29.1.     consolidate and divide all or any of its share capital into shares of larger amount;

 

29.2.     subject to the provisions of the Companies ActsAct, subdivide its shares, or any of them, into shares of smaller amount or value, (and so that the resolution whereby any share is sub-divided may determine that, as between the Holders of the shares resulting from such sub-division, one or more of the shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares);

 

29.3.     cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled; or

 

29.4.     redenominate the currency of any class of shares.

 

PART VIII - GENERAL MEETINGS

 

30.        Annual general meetings

 

The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it.  Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next PROVIDED THAT so long as the Company holds its first annual general meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.  Subsequent annual general meetings shall be held once in each year.

 

31.        Extraordinary general meetings

 

All general meetings other than annual general meetings shall be called extraordinary general meetings.

 

32.        Convening general meetings

 

The Directors may convene general meetings.  Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies ActsAct.  If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Holders may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

 

33.        Notice of general meetings

 

33.1.     Subject to the provisions of the Companies Acts Act allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days' notice and all other extraordinary general meetings shall be called by at least fourteen Clear Days' notice.

 

33.2.     Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a Holder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a Holder and the time by which the proxy must be received at the Company's registered office or some other place within the State as is specified in the notice for that purpose.  Subject to any restrictions imposed on any shares, the notice shall be given to all the Holders and to the Directors and the Auditors.

 

33.3.     The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

 

33.4.     Where, by any provision contained in the Companies ActsAct, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Companies Acts Act permit) before the meeting at which it is moved, and the Company shall give to the Holders notice of any such resolution as required by and in accordance with the provisions of the Companies ActsAct.

 

 

PART IX - PROCEEDINGS AT GENERAL MEETINGS

 

34.        Quorum for general meetings

 

34.1.     No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of Holders or holders of Subscriber Shares is present at the time when the meeting proceeds to business.  Except as provided in relation to an adjourned meeting, two persons entitled to vote upon the business to be transacted, each being a Holder or a holder of Subscriber Shares or a proxy for such holders or a duly authorised representative of a corporate holder, shall be a quorum.

 

34.2.     If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the Directors may determine.  If at the adjourned meeting such a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, one person entitled to be counted in a quorum present at the meeting shall be a quorum.

 

35.        Special business

 

All business shall be deemed special that is transacted at an extraordinary general meeting.  All business that is transacted at an annual general meeting shall also be deemed special, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and reports of the Directors and Auditors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

 

36.        Chairman of general meetings

 

36.1.     The chairman of the board of Directors or, in his absence, the deputy chairman (if any) or, in his absence, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company.  If at any general meeting none of such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meeting and, if there is only one Director present and willing to act, he shall be chairman.

 

36.2.     If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Holders present (in person or by proxy or by representative) and entitled to vote shall choose one of the Holders (including his proxy or its duly authorised representative) personally present to be chairman of the meeting.

 

37.        Directors' and Auditors' right to attend general meetings

 

A Director shall be entitled, notwithstanding that he is not a Holder, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company.  The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.

 

38.        Adjournment of general meetings

 

The chairman, with the consent of a meeting at which a quorum is present, may (and if so directed by the meeting, shall) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.  Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors.  When a meeting is adjourned for fourteen days or more or sine die, at least seven Clear Days' notice shall be given specifying the time and meeting and the general nature of the business to be transacted.  Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

 

39.        Determination of resolutions

 

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded.  Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.  The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

 

40.        Entitlement to demand poll

 

Subject to the provisions of the Companies ActsAct, a poll may be demanded:-

 

40.1.     by the chairman of the meeting;

 

40.2.     by at least two three Holders present (in person or by proxy) having the right to vote at the meeting; or

 

(c)        by any Holder or Holders present (in person or by proxy) representing shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid on all the shares conferring the right to vote at the meeting; or

 

(d)        paid on all the shares conferring the right to vote at the meeting; or (c)by any Holder or Holders present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the Holders having the right to vote at the meeting.

 

41.        Taking of a poll

 

41.1.     Save as provided in paragraph (b) of this Article, a poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Holders) and fix a time and place for declaring the result of the poll.  The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

 

41.2.     A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken either forthwith or at such time (not being more than thirty days after the poll is demanded) and place as the chairman of the meeting may direct.  The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded.  If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

 

41.3.     No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded.  In any other case at least seven Clear Days' notice shall be given specifying the time and place at which the poll is to be taken.

 

42.        Votes of Holders

 

42.1.     Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being attached to any class or classes of shares:-

 

42.1.1.  on a show of hands every Holder, who is present in person or by proxy, shall have one vote and the Holder(s) of Subscriber Shares present in person or by proxy shall have one vote in respect of all the Subscriber Shares in issue;

 

42.1.2.  on a poll every Holder present in person or by proxy shall have one vote for every share of which he is the Holder and every holder of a Subscriber Share present in person or by proxy shall have one vote in respect of his holding of Subscriber Shares;

 

42.1.3.  on a poll of all the Holders of shares in a Fund, where there is more than one class of shares in existence in that Fund, the voting rights of such Holders may at the discretion of the Directors be adjusted in such manner, determined by the Directors, so as to reflect the most recently calculated price at which the shares of each of the classes in question may be repurchased by the Company;

 

42.1.4.  a Holder or Holders who hold a fraction of a share may not exercise any voting rights, whether on a show of hands or on a poll, in respect of such fraction of a share. 

 

43.        Written Resolutions

 

A resolution in writing executed by or on behalf of each Holder who would have been entitled to vote upon it if it had been proposed at a meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Holders.  In the case of a corporation a resolution in writing may be signed on its behalf by a director or the secretary thereof or by its duly appointed attorney or duly authorised representative.

 

44.        Chairman's casting vote

 

Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have.

 

45.        Voting by joint Holders

 

Where there are joint Holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Holders and for this purpose seniority shall be determined by the order in which the names of the Holders stand in the Register in respect of the share.

 

46.        Voting by incapacitated Holders

 

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in the State or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll.  Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy by such time as the Directors may determine before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

 

47.        Restriction of voting rights

 

47.1.     If at any time the Directors shall determine that a Specified Event (as defined in paragraph (e) of this Article) shall have occurred in relation to any share or shares the Directors may serve a notice to such effect on the Holder or Holders thereof.  Upon the service of any such notice (in these Articles referred to as a restriction notice) no Holder or Holders of the share or shares specified in such restriction notice shall be entitled, for so long as such restriction notice shall remain in force, to attend or vote at any general meeting, either personally or by proxy.

 

47.2.     A restriction notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than forty-eight hours, after the Holder or Holders concerned shall have remedied the default by virtue of which the Specified Event shall have occurred.  A restriction notice shall automatically cease to have effect in respect of any share transferred upon registration of the relevant transfer provided that a restriction notice shall not cease to have effect in respect of any transfer where no change in the beneficial ownership of the share shall occur and for this purpose it shall be assumed that no such change has occurred where a transfer form in respect of the share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes.

 

47.3.     The Directors shall cause a notation to be made in the Register against the name of any Holder or Holders in respect of whom a restriction notice shall have been served indicating the number of shares specified in such restriction notice and shall cause such notation to be deleted upon cancellation or cesser of such restriction notice.

 

47.4.     Any determination of the Directors and any notice served by them pursuant to the provisions of this Article shall be conclusive as against the Holder or Holders of any share and the validity of any notice served by the Directors in pursuance of this Article shall not be questioned by any person.

 

47.5.     For the purpose of these Articles the expression Specified Event in relation to any share shall mean the failure by the Holder thereof or any of the Holders thereof to comply, to the satisfaction of the Directors, with all or any of the terms of Article 7 in respect of any notice or notices given to him or any of them thereunder.

 

48.        Time for objection to voting

 

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at such meeting shall be valid.  Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

 

49.        Appointment of proxy

 

Every Holder entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf.  The instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the Holder.  The signature on such instrument need not be witnessed.  A body corporate may execute a form of proxy under its common seal or under the hand of a duly authorised officer thereof.  A proxy need not be a Holder.

 

50.        Bodies corporate acting by representatives at meetings

 

Any body corporate which is a Holder may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Holders of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual Holder.

 

51.        Deposit of proxy instruments

 

(a)        The instrument appointing a proxy and any authority under which it is executed or a copy, certified notarially or in some other way approved by the Directors, shall be deposited at the Office or (at the option of the Holder) at such other place or places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting or adjourned meeting at such time and in such manner as may be determined by the Directors before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid.  Provided that an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require to be delivered again for the purposes of any subsequent meeting to which it relates. 

 

(b)        Notwithstanding anything contained in these Articles, in relation to any shares, the Directors may from time to time permit appointments of proxies to be made by electronic means (including without limitation by means of electronic communication generated and sent by Holders to the Company or its agent via a website for this purpose using identification numbers communicated by or on behalf of the Company to each Holder) in such manner or form and subject to such terms, conditions or restrictions as the Directors may, subject to and in accordance with the Companies Act, determine or approve from time to time in their absolute discretion.  Subject as aforesaid, the Company and its Directors, secretary or officers shall not be compelled to accept or receive any instrument appointing a proxy in accordance with this Article until such time as the Directors shall have advised (pursuant to any terms and conditions of electronic communication or otherwise) the Holder in writing of the manner, form and restrictions (if any) by which such appointment may be made. The Directors may prescribe the method of determining the time at which any such appointment of a proxy is to be treated as received by the Company.  The Directors may treat any such appointment which purports to be or is expressed to be sent on behalf of a Holder as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder

 

(c)        For the purposes of this Article, the place to which the appointment of proxy should be delivered by the Holder shall be such number or address (including any number or address used for the purpose of communication by way of electronic mail or other electronic communication) of the Company as is notified by the Directors to the Holders whether by way of note to the notice convening the meeting or otherwise.  

 

52.        Effect of proxy instruments

 

Deposit of an instrument of proxy in respect of a meeting or adjourned meeting shall not preclude a Holder from attending and voting at the meeting or at any adjournment thereof. The instrument appointing a proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.

 

53.        Effect of revocation of proxy or of authorisation

 

53.1.     A vote given or poll demanded in accordance with the terms of an instrument of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed or of the resolution authorising the representative to act or transfer of the share in respect of which the instrument of proxy or the authorisation of the representative to act was given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office at least one hour before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used or at which the representative acts.

 

53.2.     The Directors may send, at the expense of the Company, by post or otherwise, to the Holders instruments of proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.  If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall be issued to all (and not to some only) of the Holders entitled to be sent a notice of the meeting and to vote thereat by proxy.

 

54.        Class Meetings

 

Save as otherwise provided in these Articles, the provisions of Articles 32 to 53 shall apply mutatis mutandis to class meetings and meetings of Holders of shares in a Fund as they apply to general meetings.

 

 

PART X - DIRECTORS

 

55.        Number of Directors

 

Unless otherwise determined by the Company in general meeting the number of Directors shall not be less than two.  The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment.  If there be no Director or Directors able or willing to act then any two shareholders may summon a general meeting for the purpose of appointing Directors. 

 

56.        Share qualification

 

A Director shall not be required to hold any shares in the Company.

 

57.        Ordinary remuneration of Directors

 

Unless otherwise determined from time to time by the Company in general meeting, the ordinary remuneration of each Director shall be determined from time to time by resolution of the Directors.

 

58.        Special remuneration of Directors

 

Any Director who is appointed as an executive director (including for this purpose the office of chairman or deputy chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of fees, commission or otherwise as the Directors may determine.

 

59.        Expenses of Directors

 

The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Directors or committees established by the Directors or general meetings or separate meetings of the Holders of any class of shares of the Company or otherwise in connection with the discharge of their duties.

 

60.        Alternate Directors

 

60.1.     Any Director may appoint by writing under his hand any person (including another Director) to be his alternate.  Any such authority may be sent by delivery, post, cable, telegram, telex, telefaxfacsimile, electronic mail or any other means of communication approved by the Directors and may bear a printed or facsimile or electronic signature of the Director giving such authority.

 

60.2.     An alternate Director shall be entitled to receive notices of all meetings of the Directors and of all meetings of committees established by the Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to appoint an alternate hereunder).

 

60.3.     Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the remuneration of the Director as shall be agreed between the alternate and the Director appointing him.

 

60.4.     A Director may revoke at any time the appointment of any alternate appointed by him.  If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine.

 

60.5.     Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

 

 

PART XI - POWERS OF DIRECTORS

 

61.        Directors' powers

 

61.1.     Subject to the provisions of the Companies ActsAct, the Regulations, the Memorandum of Association of the Company and these Articles and to any directions by the Holders given by ordinary resolution, not being inconsistent with these Articles, with the Companies Acts Act or with the Regulations, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Companies ActsAct, the Regulations or by these Articles required to be done or exercised by the Company in general meeting.  Without prejudice to the generality of the foregoing, the Directors may exercise all powers of the Company in relation to the investment of the Assets in accordance with Clause 21 of Appendix II.

 

61.2.     No alteration of the Memorandum of Association of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.  The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

 

62.        Power to delegate

 

Without prejudice to the generality of the last preceding Article, the Directors may delegate any of their powers to any committee whether or not consisting of Directors.  Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked.  Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying.

 

63.        Appointment of attorneys/agents/delegates/Custodianattorneys/agents/delegates/Depositary

 

63.1.     The Directors, from time to time and at any time by power of attorney under seal or otherwise, may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or agent or delegate of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit.  Any such appointment may contain such provisions for the protection of persons dealing with any such appointee as the Directors may think fit, may contain indemnities in favour of any appointee and may authorise any such appointee to sub-delegate all or any of the powers, authorities and discretions vested in him.

 

63.2.     Without prejudice to the generality of the foregoing, the Directors may, with the prior approval of the Financial RegulatorCompetent Authority, appoint a manager, and in accordance with the requirements of the Financial Regulator Competent Authority appoint an investment manager and/or investment adviser, administrator and/or other similar entity to manage and/or advise on the investment of the Assets and the administration of the Company, on such terms and conditions as the Directors may deem fit.  The remuneration and expenses of such appointees may be charged to the Company as disclosed in the Prospectus.

 

63.3.     Notwithstanding the generality of (a) above the Directors may appoint an agent for the purposes of exercising their power to allot relevant securities in accordance with the provisions of Article 4.

 

63.4.     Without prejudice to the generality of the foregoing, the Directors shall appoint a Custodian Depositary to all of the Assets (including cash) of the Company in accordance with the provisions of Clauses 22-25 of Appendix II.

 

63.5.     Any dealings (including, but not limited to, dealing in shares of the Company) by any person referred to in this Article will be subject to such rules and conditions as may be laid down by the Financial Regulator Competent Authority from time to time.

 

64.        Borrowing powers

 

Subject to the Regulations, the Directors may exercise all the powers of the Company to borrow or raise money and to mortgage, or charge its undertaking, property and assets (both present and future), and uncalled capital or any part thereof and to issue shares, whether outright or as collateral security for any debt, liability or obligation of the Company provided that all such borrowings shall be within the limits and conditions laid down by the Financial RegulatorCompetent Authority.

 

65.        Execution of negotiable instruments

 

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time.

 

 

PART XII - APPOINTMENT AND RETIREMENT OF DIRECTORS

 

66.        No retirement by rotation

 

            No Director will be required to retire by rotation.

 

67.        Eligibility for appointment

 

To be eligible for appointment as a Director at a general meeting of the Company, a person must be recommended by the Directors or, not less than six three nor more than thirty twenty one Clear Days before the date appointed for the meeting, notice executed by a Holder qualified to vote at the meeting must have been given to the Company of the intention to propose that person for appointment stating the particulars which would be required, if he were so appointed, to be included in the Company's register of Directors together with notice executed by that person of his willingness to be appointed.

 

68.        No retirement on account of age

 

            No Director shall be required to retire on account of age. 

 

69.        Appointment of additional Directors

 

69.1.     Subject as aforesaid, the Company by ordinary resolution may appoint a person to be a Director either to fill a vacancy or as an additional Director.

 

69.2.     The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number as fixed by or in accordance with these Articles as the maximum number of Directors.  Any Director so appointed shall not be required to retire at any subsequent annual general meeting of the Company.

 

69.3.     The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below two, the remaining Director shall appoint forthwith an additional Director or additional Directors to make up a quorum or shall convene a general meeting of the Company for the purpose of making such appointment or appointments.  If, in such circumstances, there be no Director or Directors able or willing to act then any two Holders may summon a general meeting for the purpose of appointing Directors.  Any additional Director so appointed shall not be required to retire at any subsequent annual general meeting of the Company.

 

 

PART XIII - DISQUALIFICATION AND REMOVAL OF DIRECTORS

 

70.        Disqualification of Directors

 

            The office of a Director shall be vacated ipso facto if:-

 

70.1.     he ceases to be a Director by virtue of any provision of the Companies Acts Act or he becomes prohibited by law from being a Director;

 

70.2.     he becomes bankrupt or makes any arrangement or composition with his creditors generally;

 

70.3.     in the opinion of a majority of his co-Directors, he becomes incapable by reason of mental disorder of discharging his duties as a Director;

 

70.4.     he resigns his office by notice in writing to the Company signed by him and delivered to the Office;

 

70.5.     he is convicted of an indictable offence, unless the Directors otherwise determine;

 

70.6.     he shall have been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and his alternate Director (if any) shall not have attended any such meeting in his place during such period, and the Directors pass a resolution that by reason of such absence he has vacated office;

 

70.7.     he is required in writing by all his co-Directors to resign;

 

70.8.     the Financial Regulator Competent Authority requires him to resign.

 

 

71.        Removal of Directors

 

            The Company, by ordinary resolution of which extended notice has been given in accordance with the provisions of the Companies ActsAct, may remove any Director notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by ordinary resolution appoint another Director in his stead.  Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of the Director.

 

 

PART XIV -  DIRECTORS' INTERESTS

 

72.        Directors' interests

 

72.1.     Subject to the provisions of the Companies ActsAct, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:-

 

72.1.1.   may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;

 

72.1.2.   may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company thereof is otherwise interested; and

 

72.1.3.   shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

 

72.2.     No Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.  The nature of a Director's interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after he became so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made, at the first meeting of the Directors held after he becomes so interested.

 

72.3.     A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose.  Such book shall be open for inspection without charge by any Director, Secretary, Auditor or Holder at the Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.

 

72.4.     For the purposes of this Article:-

 

72.4.1.   a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and

 

72.4.2.   an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

73.        Restriction on Directors' voting

 

73.1.     Save as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or any committee established by the Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material (other than an interest arising by virtue of his interest in shares or debentures or other securities or otherwise in or through the Company) or a duty which conflicts or may conflict with the interests of the Company.  A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.

 

73.2.     A Director shall be entitled to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:-

 

73.2.1.   the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiary or associated companies or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiary or associated companies;

 

73.2.2.   the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

 

73.2.3.   any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof; or

 

73.2.4.   any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever.

 

73.3.     Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under sub-paragraph (b) (iv) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

 

73.4.     If a question arises at a meeting of Directors or of any committee established by the Directors as to the materiality of a Director's interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive.

 

73.5.     The Company by ordinary resolution may suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

 

 

PART XV -  PROCEEDINGS OF DIRECTORS

 

74.        Convening and regulation of Directors' meetings

 

74.1.     Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.  A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors.  Any Director may waive notice of any meeting and any such waiver may be retrospective.  If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director who, being a resident of the State, is for the time being absent from the State.

 

74.2.     Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing by delivery, post, cable, telegram, telex, telefaxfacsimile, electronic mail or any other means of communication approved by the Directors to him at his last known address or any other address given by him to the Company for this purpose.

 

 

75.        Quorum for Directors' meetings

 

75.1.     The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two.  A person who holds office only as an alternate Director shall, if his appointer is not present, be counted in the quorum but notwithstanding that such person may act as alternate Director for more than one Director he shall not count as more than one for the purposes of determining whether a quorum is present.

 

75.2.     The continuing Directors or a sole Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum, they may act only for the purpose of filling vacancies or of calling a general meeting.

 

 

76.        Voting at Directors' meetings

 

76.1.     Questions arising at any meeting of Directors shall be decided by a majority of votes.  Where there is an equality of votes, the chairman of the meeting shall have a casting vote.

 

76.2.     Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence.  Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, cable, telegram, telex, telefaxfacsimile, electronic mail or any other means of communication approved by the Directors and may bear a printed or facsimile or electronic signature of the Director giving such authority.  The authority must be delivered to the Secretary for filing prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto provided that no Director shall be entitled to any vote at a meeting on behalf of another Director pursuant to this paragraph if the other Director shall have appointed an alternate Director and that alternate Director is present at the meeting at which the Director proposes to vote pursuant to this paragraph.

 

77.        Telecommunication meetings

 

Subject to the provisions of these Articles, any Director or alternate Director may participate in a meeting of the Directors or any committee established by the Directors by means of conference telephone call, video conference or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak.  Such participation in a meeting shall constitute presence in person at the meeting and shall be counted for the purposes of determining whether a quorum is present at the meeting and an Electronic Meeting will be considered to be a meeting of Directors, or of a Committee as the case may be, for the purpose of passing resolutions.  Such meeting shall be deemed to have been convened in the place from which the conference telephone call or other telecommunication is initiated.

 

78.        Chairman of the board of Directors

 

            Subject to any appointment to the office of chairman made pursuant to these Articles, the Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected or if at any meeting the chairman is unwilling to act or is not present within five minutes after the time appointed for holding the same the Directors present may choose one of their number to be chairman of the meeting. 

 

79.        Validity of acts of Directors

 

            All acts done by any meeting of the Directors or of a committee established by the Directors or by any person acting as a Director, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified from holding office or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

 

80.        Directors' resolutions or other documents in writing

 

            A resolution or other document in writing signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee established by the Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee established by the Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors or by one or more persons (which may include Directors) being the members of the committee established by the Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors or the members of the committee as the case may be shall otherwise determine either generally or in any specific case) by facsimile transmission or some other similar means of transmitting the contents of documents.  A resolution or other documents signed by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.

 

 

PART XVI - THE SECRETARY

 

81.        Appointment of Secretary

 

            The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them.  Anything required or authorised by the Companies Acts Act or these Articles to be done by, or given to, the Secretary may be done by or given to any assistant or acting secretary readily available and capable of acting by or to any officer of the Company authorised generally or specially in that behalf by the Directors, if the office is vacant or there is for any other reason no Secretary readily available and capable of acting Provided that any provision of the Companies Acts Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary.

 

 

PART XVII - THE SEAL

 

82.        Use of Seal

 

            The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Companies ActsAct) shall be used only by the authority of the Directors or of a committee authorised by the Directors.

 

The Seal may be used by a Registered Person and any instrument to which the Seal shall be affixed when it is used by the Registered Person shall be signed by that person and countersigned:

 

(a)        by the secretary or a director of the company; or

 

(b)        by some other person appointed for the purpose by its directors or a committee of its directors authorised by its directors in that behalf.

 

 

83.        Seal for use abroad

 

            The Company may exercise the powers conferred by the Companies Acts Act with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

 

84.        Signature of sealed instruments

 

            Every Without prejudice to the affixing and use of the Seal by a Registered Person as set out in Article 82, every other  instrument to which the Seal shall be affixed shall be signed by a Director and shall also be signed by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose (which may include the CustodianDepositary) save that as regards any debentures or other securities of the Company the Directors may determine by resolution that such signatures or either of them shall be dispensed with, or be printed thereon or affixed thereto by some method or system of mechanical signature provided that in any such case the document to be sealed shall have been approved for sealing by the Secretary or by the registrar of the Company or by the Auditors or by some other person appointed by the Directors for this purpose in writing (and, for the avoidance of doubt, it is hereby declared that it shall be sufficient for approval to be given and/or evidenced either in such manner (if any) as may be approved by or on behalf of the Directors or by having such documents initialled before sealing or presented for sealing accompanied by a list thereof which has been initialled).

 

PART XVIII - DIVIDENDS AND RESERVES

 

85.        Declaration of dividends

 

85.1.     The Directors at such times as they think fit may declare such dividends on any class of shares as appear to the Directors to be justified by the profits of the relevant Fund being;

 

85.1.1.   the accumulated revenue (consisting of all revenue accrued including interest and dividends) less expenses; and/or

 

85.1.2.   realised and unrealised capital gains on the disposal/valuation of Investments and other funds less realised and unrealised accumulated capital losses of the relevant Fund. 

 

85.2.     The Directors may, satisfy any dividend due to Holders of the shares in whole or in part by distributing to them in specie any of the Assets of the relevant Fund, and in particular any Investments to which the relevant Fund is entitled.  A Holder may require the Directors instead of transferring any assets in specie to him, to arrange for a sale of the Assets and for payment to the Holder of the net proceeds of same.

 

85.3.     Shares of any class may at the discretion of the Directors be issued on the basis that any dividends declared in respect of those shares will be reinvested in the subscription of further shares of that class.  In addition, Holders may either when applying for shares or subsequently, request the Directors or their agents in writing to reinvest all dividends to which they are entitled in the subscription of further shares; every such request will remain effective until countermanded in writing or, if earlier, the person making the request ceases to be a Holder.  Further shares will be issued on the date the dividend is declared or, if that is not a Dealing Day for subscription for shares, on the next following Dealing Day at a price calculated in the same way as for other issues of shares of the same class on that Dealing Day but without incurring any initial charge. 

 

85.4.     Shares of any class may at the discretion of the Directors be issued on the basis that any dividends declared in respect of those shares will be reinvested and form part of the assets of the relevant Fund and will be applied when calculating the Subscription Price and the Repurchase Price as part of the proportion of the relevant Fund which is attributable to the Holders of that class of shares. 

 

85.5.     Shares of any class may at the discretion of the Directors be issued on the basis that no dividends will be declared in respect of those shares and that any profits available for distribution will form part of the assets of the relevant Fund and will be applied when calculating the Subscription Price and the Repurchase Price as part of the proportion of the relevant Fund which is attributable to the Holders of that class of shares.

 

85.6.     No dividend shall be payable to the holder(s) of the Subscriber Shares.

 

86.        Eligibility for dividends

 

            If any share is issued on terms providing that it shall rank for dividend as from or after a particular date or to a particular extent, such share shall rank for dividend accordingly.

 

87.        Deduction from Dividend

 

(a)        The Directors may deduct from any dividend or other monies payable to any Holder on or in respect of a share all sums of money (if any) presently payable by him to the Company in relation to the shares of the Company.

 

(b)        Where the Company is required to pay any taxation as a consequence of making any dividend payment to a Holder the Directors may deduct from the payment to be made to the relevant Holder(s) who is or is deemed to be a Taxable Irish Person, an amount equal to the taxation attributable to the relevant payment(s) and pay such amount to the appropriate tax authority.

 

88.        Unclaimed dividends

 

            All unclaimed dividends on shares may be invested or otherwise made use of by the Directors for the benefit of the relevant Fund until claimed.  No dividend shall bear interest against the Company.  The payment by the Directors of any unclaimed dividend or other monies payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the relevant Fund.

 

89.        Currency of Dividend

 

            Any dividend or other monies payable on or in respect of a share shall be expressed and payment shall be made in the currency in which the relevant class of shares is designated or in such other currency as the Directors may determine either generally or in relation to a particular class of shares or in any specific case.

 

90.        Payment of Dividend

 

            Any dividend or other monies payable on or in respect of a share may be paid by electronic transfer to the account nominated by the Holder or person entitled thereto, and in the case of joint Holders to that one whose name stands first on the Register in respect of their joint holding or may if required be paid by cheque or warrant sent through the post to the registered address of the Holder or the person entitled thereto.  Every such payment by cheque or warrant shall be made payable to the order of the person to whom it is sent, and payment of the cheque or warrant shall be a good discharge to the Company and, in the case of payment by telegraphic transfer, every such payment shall be a good discharge to the Company.  Every such cheque or warrant or, where applicable, transfer shall be sent or, as the case may be, made at the risk and cost of the person entitled to the money represented thereby or, as the case may be, payment remitted.

 

91.        Joint Holders

 

            If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend or other monies payable on or in respect of the share.

 

 

PART XIX - ACCOUNTS

 

92.        Accounts

 

92.1.     The Directors shall cause proper books of account adequate accounting records to be kept relating to:-

 

92.1.1.        all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; and

 

92.1.2.  all sales and purchases of Investments by the Company; and

 

92.1.3.  the assets and liabilities of the Company.

 

                                    Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

                                    Adequate accounting records shall be deemed to have been maintained if they comply with sections 282(1) - (3) of the Companies Act 2014 and explain the Company's transactions and facilitate the preparation of the financial statements that give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and, if relevant, the group and include any information and returns referred to in section 283(2) of the Companies Act.

 

92.2.     The books of account The accounting records shall be kept at the Office or, subject to the provisions of the Companies ActsAct, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

 

92.3.     In accordance with the provisions of the Companies ActsAct, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets and reports as are required by the Companies Acts Act to be prepared and laid before such meeting.

 

92.4.     A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors' report and Auditors' report shall be sent, not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Companies Acts Act to receive them PROVIDED THAT this Article shall not require a copy of these documents to be sent to more than one of the joint Holders of any shares;

 

92.5.     The Company shall prepare an un-audited half yearly report for the first six months of each financial year.  Such report shall be in a form acceptable to the Financial Regulator Competent Authority and shall contain the information required under the Regulations.

 

92.6.     Copies of the half yearly report shall be sent made available to Holders not later than two months from the end of the period to which it relates.

 

92.7.     The Company shall provide the Financial Regulator Competent Authority with all reports and information to which it is entitled under the Regulations.

 

92.8.     Auditors shall be appointed and their duties regulated in accordance with the Companies ActsAct.

 

(i)         The Company may establish and operate one or more umbrella subscription and/or redemption cash accounts.  Such accounts will be operated in accordance with the requirements of the Competent Authority such that the amounts within such accounts can be attributed to the individual sub-funds in order to comply with the requirements of these Articles and in such a way as not to compromise the ability of the Depositary to carry out its safe-keeping and oversight duties.

 

 

PART XX - NOTICES

 

93.        Notices in writing

 

            Any notice to be given, served or delivered pursuant to these Articles shall be in writing.

 

94.        Service of notices

 

94.1.     A notice or document (including a but not limited to notice of meetings, circulars, financial statements, half yearly and annual reports and share certificate) to be given, served or delivered in pursuance of these Articles may be given to, served on or delivered to any Holder by the Company:

 

94.1.1.  by handing same to him or his authorised agent;

 

94.1.2.  by leaving the same at his registered address; or

 

94.1.3.   by sending the same by post in a pre-paid cover addressed to him at his registered address; or

 

(iv)         where permitted by law, by transmitting the same by facsimile or otherwise electronically to the electronic mail address on record for a Holder; or

 

(v)         by sending it electronically to an address previously identified to the Company or  by posting such notice or document on a website which is duly notified to the Holders by post or by sending such notice electronically to an address previously identified to the company; or

 

(vi)         by such other method as may be agreed between the Company and the Holder from time to time.

.

 

94.2.     Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the Holder or his authorised agent, or left at his registered address (as the case may be).

 

94.3.     Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of forty-eight hours after the cover containing it was posted.  In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

 

94.4.     Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iv) of this Article, the giving, service or delivery thereof shall be deemed to have been effected in the case of notice sent by facsimile at the time of transmission provided in the case of notice sent by facsimile the correct number is received on the transmission report and in the case of notice sent by electronic mail, when it enters the information system applicable to the electronic mail address. In providing service of delivery it shall be sufficient to prove, if sent by facsimile, that it was properly addressed and sent to the correct number on record and if sent by electronic mail that such email entered an information system outside the control of the Company.

 

94.5.     Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy or liquidator of a Holder shall be bound by a notice given as aforesaid if sent to the last registered address of such Holder, notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such Holder.

 

94.6.     Without prejudice to the provisions of sub-paragraphs (a) (i) and (ii) of this Article, if at any time by reason of the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notice sent through the post, a general meeting may be convened by a notice advertised on the same day in at least one leading national daily newspaper published in the State and such notice shall be deemed to have been duly served on all Holders entitled thereto at noon on the day on which the said advertisement or advertisements shall appear.  In any such case the Company shall send confirmatory copies of the notice through the post to those Holders whose registered addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services.  If at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to Holders has become practical in the opinion of the Directors, the Directors shall send forthwith confirmatory copies of the notice by post to such Holders.  The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.

 

94.7.     Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than the State.

 

95.        Service of notice on joint Holders

 

            A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

 

96.        Service of notice on transfer or transmission of shares

 

96.1.     Every person who becomes entitled to a share shall, before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title provided that the provisions of this paragraph shall not apply to any notice served under Article 7 unless, under the provisions of Article 7, it is a notice which continues to have effect notwithstanding the registration of a transfer of the shares to which it relates.

 

96.2.     Without prejudice to the provisions of these Articles allowing a meeting to be convened by newspaper advertisement, a notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Holder by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Holder, addressed to them at the address, if any, supplied by them for that purpose.  Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

 

97.        Signature to notices

 

            The signature to any notice to be given by the Company may be written or printed or signed electronically.

 

98.        Deemed receipt of notices

 

            A Holder present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

 

 

PART XXI - WINDING UP

 

99.        Distribution on winding up

 

99.1.     Subject to the provisions of the Companies ActsAct, if the Company shall be wound up the liquidator shall apply the assets of each Fund in such manner and order as he thinks fit in satisfaction of creditors' claims relating to that Fund. 

 

99.2.     The assets available for distribution amongst the Holders shall be applied as follows:  first the proportion of the assets in a Fund attributable to each class of share shall be distributed to the Holders of shares in the relevant class in the proportion that the number of shares held by each Holder bears to the total number of shares relating to each such class of shares in issue as at the date of commencement to wind up; secondly, in the payment to the holder(s) of the Subscriber Shares of sums up to the nominal amount paid thereon out of the assets of the Company not attributable to any class of share.  In the event that there are insufficient assets to enable such payment in full to be made, no recourse shall be had to the assets of the Company attributable to other classes of shares; and thirdly, any balance then remaining and not attributable to any of the classes of shares shall be apportioned pro-rata as between the classes of shares based on the Net Asset Value attributable to each class of shares as at the date of commencement to wind up and the amount so apportioned to a class shall be distributed to Holders pro-rata to the number of shares in that class of shares held by them.

 

(c)        A Fund may be wound up pursuant to Section 256E 1407 of the 1990 Companies Act and in such event the provisions of Articles 99 and 100 shall apply mutatis mutandis in respect of that Fund.

 

100.      Distribution in specie

 

            If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of a special resolution of the relevant Holders and any other sanction required by the Companies ActsAct, divide among the Holders of shares of any class or classes in a Fund in specie the whole or any part of the Assets of the Company relating to that Fund and whether or not the assets shall consist of property of a single kind, and may for such purposes set such value as he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between the Holders of shares or the Holders of different classes of shares as the case may be.  The liquidator may, with the like authority, vest any part of the Assets in trustees upon such trusts for the benefit of Holders as the liquidator, with the like authority, shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no Holder shall be compelled to accept any Assets in respect of which there is a liability.  A Holder may require the liquidator instead of transferring any asset in specie to him/her, to arrange for a sale of the assets and for payment to the Holder of the net proceeds of same.

 

 

PART XXII - MISCELLANEOUS

 

101.      Minutes of meetings

 

            The Directors shall cause minutes to be made of the following matters, namely:-

 

101.1.   of all appointments of officers and committees made by the Directors and of their salary or remuneration;

 

101.2.   of the names of Directors present at every meeting of the Directors and of the names of any Directors and of all other members thereof present at every meeting of any committee established by the Directors; and

 

101.3.   of all resolutions and proceedings of all meetings of the Company and of the Holders of any class of shares in the Company and of the Directors and of committees established by the Directors.  Any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minute without any further proof.

 

102.      Inspection and secrecy

 

            The Directors shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounts and books and records of the Company or any of them shall be open to the inspection of Holders, not being Directors, and no Holder (not being a Director) shall have any right of inspecting any account or book or record of the Company except as conferred by the Companies Acts Act or authorised by the Directors or by the Company in general meeting.  No Holder shall be entitled to require discovery of or any information respecting any detail of the Company's trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it would be inexpedient in the interests of the Holders to communicate to the public.

 

103.      Destruction of records

 

            The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof, all notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of one year from the date of such cancellation or cessation.  It shall be presumed conclusively in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company.  Provided always that:-

 

103.1.   the provision aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

 

103.2.   nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and

 

103.3.   references herein to the destruction of any document include references to the disposal thereof in any manner.

 

104.      Untraced Holders

 

104.1.   The Company shall be entitled to sell at the best price reasonably obtainable any share of a Holder or any share to which a person is entitled by transmission if and provided that:-

 

104.1.1. for a period of twelve years no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the Holder or to the person entitled by transmission to the share at his address on the Register or the last known address given by the Holder or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the Holder or the person entitled by transmission (provided that during such twelve year period at least three dividends shall have become payable in respect of such share);

 

104.1.2. at the expiration of the said period of twelve years by advertisement in a national daily newspaper published in the State and in a newspaper circulating in the area in which the address referred to in sub-paragraph (a) (i) of this Article is located, the Company has given notice of its intention to sell such share; and

 

104.1.3. during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale the Company has not received any communication from the Holder or person entitled by transmission.

 

104.2.   To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share and such instrument of transfer shall be as effective as if it had been executed by the Holder or the person entitled by the transmission to such share.  The transferee shall be entered in the Register as the Holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

 

104.3.   The Company shall account to the relevant Fund or, if the Fund is no longer in existence, to such other person as the Directors may determine for the net proceeds of such sale.

 

105.      Indemnity

 

105.1.   Subject to the provisions of and insofar as may be permitted by the Companies Acts Act and the Regulations, every Director, Secretary and other officer or servant of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the Assets to pay, all costs, losses and expenses which any such officer or servant may incur or become liable to by reason of any contract entered into, or act or thing done by him as such officer or servant or in any way in discharge of his duties, including travelling expenses, and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the Holders over all other claims.

 

105.2.   Subject to the provisions of Section 200 235 of the Companies Act, 1963  no Director or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited or any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto.

 

106.      Overriding provisions

 

106.1.   In the event of there being any conflict between the provisions of these Articles and the Companies Acts Act or the Regulations, the Companies Acts Act or Regulations shall prevail.  The prior approval of the Financial Regulator Competent Authority shall be required to any amendment to the Memorandum of Association and these Articles.

 

106.2.   The Directors shall have the power to reconstruct and , amalgamate , convert, merge or divide the Company or any Fund on such terms and conditions as set out in a scheme of reconstruction and , amalgamation , conversion, merger or division approved by the Directors and whether or not such reconstruction or amalgamation or conversion or merger or division or involves a merger with or transfer of assets to another entity, whether body corporate or otherwise who may or not be regulated by the Competent Authority and may or may not be an Irish entity, subject to the following conditions namely;

 

106.2.1. That that the reconstruction or amalgamation or conversion or merger or division is carried out in accordance with the Financial Regulator's Competent Authority's requirements; and

 

106.2.2. That that the Holders of the Company or of the relevant Fund have been circulated with particulars of the scheme in the form approved by the Directors and , where required by the Competent Authority, a special resolution of the Holders of the Company or of the relevant Fund has been passed approving the said scheme.

 

The relevant scheme of reconstruction or amalgamation shall take effect up such conditions being satisfied or upon such later date as the scheme may provide whereupon the terms of such scheme shall be binding upon on the Holders who shall be bound to give effect thereof and the Directors shall do all such acts and things as may be necessary for the implementation thereof.

 

107.      Restriction on modifications to Memorandum and Articles

 

            No modification shall be made to the Memorandum or Articles of Association of the Company which would result in the Company ceasing to be authorised under the Regulations or without the prior approval of the Competent Authority.

 

108.      Segregation of Liability 

 

(a)        Notwithstanding any statutory provision or rule of law to the contrary any liability incurred on behalf of or attributable to any Fund shall be discharged solely out of the assets of that Fund, and no Director, receiver, examiner, liquidator, provisional liquidator or other person shall apply nor be obliged to apply the assets of any such Fund in satisfaction of any liability incurred on behalf of or attributable to any other Fund.

 

(b)        The assets allocated to a Fund shall be applied solely in respect of the shares of such Fund and no Holder relating to such Fund shall have any claim or right to any asset allocated to any other Fund.

 

(c)        Any asset or sum recovered by the Company by any means whatsoever or wheresoever shall, after the deduction or payment of any costs of recovery, be applied to the Fund affected. In the event that assets attributable to a Fund are taken in execution of a liability not attributable to that Fund, and in so far as such assets or compensation in respect hereof cannot otherwise be restored to that Fund, the Directors with the consent of the Depositary, shall certify or cause to be certified, the value of the assets lost to the Fund affected and transfer or pay from the assets of the Fund or Funds to which the liability was attributable, in priority to all other claims against such Fund or Funds, assets or sums sufficient to restore to the Fund affected, the value of the assets or sums lost to it.

 

(d)        The Company may sue and be sued in respect of a particular Fund and may exercise the same rights of set-off, if any, as between its Funds as apply at law in respect of companies and the property of a Fund is subject to orders of the Irish courts as it would have been if the Fund were a separate legal person.

 

(e)        In any proceedings brought by any Holder of a particular Fund, any liability of the Company to such Holder in respect of such proceeding shall only be settled out of the assets of the Fund corresponding to such Shares without recourse in respect of such liability or any allocation of such liability to any other Fund of the Company.

 

(f)         Nothing in this Article 109 shall prevent the application of any enactment or rule of law which would require the application of the assets of any Fund in discharge of some or all of the liabilities of any other Fund on the grounds of fraud or misrepresentation and, in particular, by reason of the application of sections 185 and 604 of the Companies Act.

 

APPENDIX I

 

DEFINITIONS

 

 

1.         Definitions

 

            In these Articles and these Appendices the following expressions shall have the following meanings:

 

 

                                                                                                1963 Act                                               the Companies Act, 1963;

 

                                                                                                1983 Act                                               the Companies (Amendment) Act, 1983;

 

                                                                                                1990 Act                                               the Companies Act, 1990;

 

Appendix or Appendices                                                 the Appendix or Appendices which is/are attached to and form(s) part of the Articles;

 

                                                                                                Articles                                                 the Articles of Association and the Appendices appended thereto as amended from time to time and for the time being in force;

 

                                                                                                Assets                                                  all of the assets including the Investments for the time being of the Company and any Fund acquired in accordance with the provisions of Clause 21 of Appendix II;

 

                                                                                                Auditors                                                the auditors for the time being of the Company;

 

                                                                                                Business Day                                        any day as disclosed in the Prospectus on which banks are generally open for business in such jurisdictions or such other days as the Directors may, with the approval of the CustodianDepositary, determine in relation to each Fund;

 

                                                                                                Clear Days                                            in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

 

                                                                                                Companies ActsAct                                           the Companies Acts, 1963 to 2009 Act 2014 as may be amended from time to time and including any regulations issued pursuant thereto, insofar as they apply to open-ended investment companies with variable capital;

 

                                                                                                Company                                              the company whose name appears in the heading to the Articles;

                                                                                               

                                                                                                Competent Authority                              the Central Bank of Ireland or such other authority designated as such pursuant to the Regulations;

 

Currency Share Class                                                    a class of shares denominated in a currency other than the base currency of the relevant Fund;

                                   

                                                                                                Custodian                                              the person appointed and for the time being acting as custodian of all the Assets pursuant to Clauses 22-25 of Appendix II;

                                                                                                Custodian Agreement                             any agreement for the time being subsisting between the Company and the Custodian and relating to the appointment and duties of the Custodian;

                                                                                                Dealing Day                                           such Business Day or Business Days as disclosed in the Prospectus as the Directors may, from time to time, with the approval of the CustodianDepositary, determine in relation to any Fund for the subscription, repurchase or exchange of shares provided that there shall be at least two Dealing Days per Month;

 

                                                                                                Dealing Deadline                                    such day and time as may be specified from time to time by the Directors in relation to any class of shares and set out in the Prospectus;

 

                                                                                                Depositary                                             the person appointed and for the time being acting as depositary of all the Assets pursuant to Clauses 22-25 of Appendix II;

 

                                                                                                Depositary Agreement                            any agreement for the time being subsisting between the Company and the Depositary and relating to the appointment and duties of the Depositary;

 

Directors                                                                                   the Directors for the time being of the Company or any of them acting as the board of Directors of the Company;

 

                                                                                                Duties and Charges                                all stamp and other duties, taxes, governmental charges, brokerage, bank charges, transfer fees, registration fees, any transaction and safekeeping fees payable to the Custodian Depositary or its delegates or agents and other duties and charges whether in connection with the original acquisition or increase of the Assets of the Company or the creation, issue or sale of shares or the sale or purchase of Investments by the Company or in respect of certificates or otherwise which may have become or may be payable in respect of or prior to or upon the occasion of the transaction or dealing in respect of which such duties and charges are payable but shall not include any commission, taxes, charges or costs which may have been taken into account in ascertaining the Net Asset Value of the relevant Fund;

 

                                                                                                EEA Member State                                a member state of the European Economic Area;

 

                                                                                                Equalisation Account                             an equalisation account which may in the discretion of the Directors be maintained in respect of any Fund in accordance with Clause 26 of Appendix II;

 

                                                                                                Equalisation Payment                            an amount paid in accordance with Clause 26 (a) of Appendix II (subject to any determination of the Directors to the contrary) calculated at such rate per share of a class of shares as shall be determined by the Directors by reference to their estimate from time to time of the next dividend to be declared in respect of the relevant class;

 

                                                                                                EU Member State                                  any member state of the European Union;

 

Financial Regulator                                                        the Irish Financial Services Regulatory Authority or such other authority designated as such pursuant to the Regulations;

 

                                                                                                Foreign Person                                      a person who is neither resident nor ordinarily resident in Ireland for tax purposes who has provided the Company with the appropriate declaration under Schedule 2B of the TCA and in respect of whom the Company is not in possession of any information that would reasonably suggest that the declaration is incorrect or has at any time been incorrect;

 

                                                                                                Fund(s)                                                 the portfolio(s) maintained in accordance with Clause 9 of Appendix II which shall be kept separate in respect of each class of share or the relevant classes of share (where more than one class of share has been created to participate in a Fund) to which all assets and liabilities, income and expenditure attributable or allocated to each such Fund shall be applied and charged;

 

                                                                                                Hedged Currency Share Class                a Currency Share Class in respect of which the Company will conduct currency hedging transactions the benefits and costs of which will accrue solely to holders of shares of that class;

 

                                                                                                Holder                                                   in relation to any share the member whose name is entered in the Register as the holder of such share;

 

                                                                                                Initial Offer Period                                   means any period determined by the Directors during which any class of shares in the relevant Fund may be offered for subscription at a fixed price;

 

                                                                                                Investment                                             an Investment acquired by the Company pursuant to Clause 21 of Appendix II;

 

                                                                                                Irish Stock Exchange                             The Irish Stock Exchange Limited and any successor thereto;

 

                                                                                                Market                                                  in relation to any Investment, any stock exchange, over the counter market or other regulated securities market listed in Appendix IV on which an Investment is listed and/or traded;

                                                                                                Market                                                  means with the exception of permitted investments in unlisted securities the UCITS will only invest in those securities and derivative instruments listed or traded on a stock exchange or market (including derivative markets) which meets with the regulatory criteria (regulated, operate regularly, be recognised and open to the public) and which is listed in the prospectus;

 

 

                        Minimum Additional

                                                                                                Investment Amount                                such amount (if any) as the Directors may from time to time prescribe as the minimum additional investment amount of any subscription by any Holder for additional shares of any class;

 

Minimum Fund Size                                                       such amount (if any) as the Directors may from time to time prescribe as the minimum fund size for each Fund;

 

                                    Minimum Initial

                                                                                                Investment Amount                                such amount or number of shares (if any) as the Directors may from time to time prescribe as the minimum initial subscription for shares of any class;

 

                                                                                                Minimum Shareholding                           such number or value of shares of any class (if any) as the Directors may, from time to time, prescribe, as the minimum permitted holding of shares of that class;

 

                                                                                                Month                                                   a calendar month;

 

                                                                                                Net Asset Value                                                the net asset value of the Company or of any Fund or of any share, which shall be calculated as at a Valuation Point by valuing the Assets of the Company or any Fund in accordance with the provisions of Appendix III;

 

OECD Member State                                                     a member state of the Organisation for Economic Co-operation and Development;

 

                                                                                                Office                                                    the registered office for the time being of the Company;

 

                                                                                                Prospectus                                            the prospectus issued from time to time by the Company as same may be amended, supplemented, consolidated, substituted or otherwise modified from time to time;

 

                                                                                                Permitted Investor                                  any person not disqualified from holding shares by virtue of Clause 20 of Appendix II;

 

                                                                                                Register                                                the register of Holders to be kept as required by the Companies ActsAct;

 

                                                                                                Regulations                                           the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2003 2011 (S.I. No. 211 of 2003352 of 2011) as may be amended, supplemented or consolidated from time to time including any conditions that may from time to time be imposed thereunder by the Financial RegulatorCompetent Authority;

 

                                                                                                Repurchase Price                                  the repurchase price of shares calculated and determined in accordance with Clauses 12 to 16 of Appendix II;

 

                                                                                                Seal                                                      the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Companies ActsAct;

 

                                                                                                Secretary                                              any person appointed to perform the duties of the secretary of the Company;

 

                                                                                                Settlement Date                                     the latest date(s) as may be determined by the Directors from time to time by which payment of the Subscription Price or the Repurchase Price of shares of any class must be received or made.  In the case of the Repurchase Price, the latest date will normally be ten Business Days after the relevant Dealing Deadline;

 

                                                                                                share or shares                                      participating shares of no par value in the capital of the Company originally designated as unclassified participating shares;

 

                        Specific

                                                                                                                        Investment                                 (a)        any Investment issued or guaranteed by, the government or local authorities of a EU Member State, non-EU Member States or public international bodies of which one or more EU Member States are members; and

 

(b)        any Investment issued anywhere in the world by any of the following:

 

OECD Member States excluding those listed above (provided the relevant issues are investment grade)

European Investment Bank

European Bank for Reconstruction and Development

International Finance Corporation

International Monetary Fund

Euratom

The Asian Development Bank

European Central Bank

Council of Europe

Eurofima

The European Coal & Steel Community

African Development Bank

International Bank for Reconstruction and Development (The World Bank)

The Inter American Development Bank

European Union

Federal National Mortgage Association (Fannie Mae)

Federal Home Loan Mortgage Corporation (Freddie Mac)

Government National Mortgage Association (Ginnie Mae)

Student Loan Marketing Association (Sallie Mae)

Federal Home Loan Bank

Federal Farm Credit Bank

Tennessee Valley Authority;

 

 

                                                                                                State                                                    the Republic of Ireland

 

                                                                                                Stock Exchange                                    the meaning given to this

                                                                                                Nominee                                               expression by Section 1 of the Companies (Amendment) Act, 1977;

 

                                                                                                Subscriber Share                                   a non-participating share in the capital of the Company issued in accordance with these Articles and with the rights provided for under these Articles;

 

                                                                                                Subscription Price                                  the issue price of shares calculated and determined by the Directors in accordance with Clause 3 of Appendix II;

 

                                                                                                Supplement                                           any Supplement to the Prospectus issued on behalf of the Company in relation to a Fund from time to time;

 

                        Taxable Irish Person                               any person, other thanhas the meaning given to the term 'Taxable Irish Person' or equivalent in the Prospectus;

 

(i)         a Foreign Person;

 

(ii)         an intermediary, including a nominee, for a Foreign Person;

 

(iii)        the administrator for so long as the administrator is a qualifying management company within the meaning of section 734 TCA;

 

(iv)        a specified company within the meaning of section 734 TCA;

 

(v)         an investment undertaking within the meaning of section 739(B) of the TCA;

 

(vi)        an exempt approved scheme or a retirement annuity contract or trust scheme within the provisions of sections 774, 784 or 785 of the TCA;

 

(vii)       a company carrying on life business within the meaning of section 706 of the TCA;

 

(viii)       a special investment scheme within the meaning of section 737 of the TCA;

 

(ix)        a unit trust to which section 731(5)(a) of the TCA applies;

 

(x)        a charity entitled to an exemption from income tax or corporation tax under section 207(1)(b) of the TCA;

 

(xi)        a person entitled to exemption from income tax and capital gains tax under section 784A(2) of the TCA, section 787I of the TCA or section 848E of the TCA and the units held are assets of an approved retirement fund, an approved minimum retirement fund, a special savings incentive account or a personal retirement savings account (as defined in section 787A of the TCA);

 

(xii)       the Courts Service;

 

(xiii)      a Credit Union;

 

(xiv)      an Irish resident company, but only where the fund is a money market fund, and

 

(xv)       a company within the charge to corporation tax under Section 110 (2) TCA;

 

(xvi)      the National Pensions Reserve Fund Commission and;

 

(xvii)      any other person as may be approved by the Directors from time to time provided the holding of shares by such person does not result in a potential liability to tax arising to the Company in respect of that Shareholder under section 739 of the TCA

 

 

                                                                                                                                                            in respect of each of which the appropriate declaration set out in Schedule 2B of the TCA and other such information evidencing such status is in the possession of the Company on the appropriate date;

                                                                                                TCA                                                      the Irish Taxes Consolidation Act, 1997 as amended from time to time;

 

                        Unhedged Currency Share Class a class of shares where typically, shares may be subscribed for and dividends calculated and paid and repurchase proceeds paid in a currency other than the base currency of the relevant Fund on the basis of a currency conversion at the prevailing spot currency exchange rate of the relevant base currency for the currency of the relevant share class;

 

                                                                                                United States                                        the United States of America (including each of the states, the District of Columbia and the Commonwealth of Puerto Rico) its territories, possessions and all other areas subject to its jurisdiction;

 

                                                                                                United States Person

or U.S. Person                                                                           any person falling within the definition of the term US Person under Regulation S promulgated under the US Securities Act of 1933, as amended from time to time;

 

                                                                                                Valuation Point                                      such point in time, in such place or places as the Directors may, from time to time determine, by reference to which the Net Asset Value of the Company or of any Fund is calculated provided that there shall be at least two Valuation Points in every Month.

 

 

APPENDIX II

 

ISSUE OF SHARES

 

2.         Terms and conditions of issue of shares

 

2.1.      

2.1.1.            Prior to the issue of any class of shares the Directors shall determine the rights and restrictions attaching thereto including the Fund to which they relate, the designated currency of the shares and the fees and expenses to be borne by the class of shares (which shall be disclosed in the Prospectus).  The Directors may in relation to a Fund create more than one class of shares to participate in the Fund in accordance with the requirements of the Financial RegulatorCompetent Authority.  The Directors may create more than one class of shares to participate in a Fund which may be denominated by the Directors in the same or different currencies.  Where a class of shares is denominated in a currency other than the base currency of the relevant Fund the Directors shall at the time of creation of such class determine if such class of shares shall be constituted as a Hedged Currency Share Class or an Unhedged Currency Share Class.  Notwithstanding anything contained in these Articles, the costs and gains/losses of any hedging transactions relating to a Hedged Currency Share Class shall accrue solely to the Holders of shares in such class and shall not form part of the assets of the relevant Fund or constitute a liability of the relevant Fund.  Any currency hedging transaction relating to a Hedged Currency Share Class shall be valued in accordance with the provisions of Clause (viii) and (ix) of Appendix III.  Hedged Currency Share Classes must not be leveraged as a result of currency hedging transactions.  The provisions contained in this Appendix shall govern the terms and conditions relating to the issue of Shares.

 

2.1.2.            The initial Funds in relation to which shares shall be issued and designated is/are set out below. The name of each Fund, including the names set out below, may be amended by the Directors and any such change of name shall not require the approval of the Holders in the relevant Fund:-

 

Newscape Strategic Bond Fund

Al Awael Newscape MENA Equity Fund

Indexceed E50 Hedged Fund

 

                                                            Shares in relation to other Funds may be issued and designated from time to time with the prior approval of the Financial RegulatorCompetent Authority;

 

2.2.       Subject as hereinafter provided and subject to any regulations made or conditions imposed by the Financial Regulator Competent Authority pursuant to the Regulations, the initial issue of shares by the Company shall be subject to the receipt by the Company or its authorised agents of:-

 

2.2.1.    an application in such form as the Directors may from time to time determine;

 

2.2.2.    such information and declarations as the Directors may from time to time require; and

 

2.2.3.    subsequent subscriptions may be made by letter, facsimile, electronic means or telephone in accordance with the procedure set out in the Prospectus.

 

2.3.       Notwithstanding clause (b) above, when calculating the subscription price, the Directors may, at their discretion, on any Dealing Day where there are net subscription, apply an anti-dilution levy to cover the costs and preserve the value of the underling assets of a Fund. 

 

2.4.       Payment for shares shall be made by the Settlement Date in such currency and at such time, place and manner and to such person, on behalf of the Company, as the Directors may from time to time determine.

 

2.5.       The Company may (at the option of the Directors) satisfy any application for the allotment of shares by procuring the transfer to the applicant of fully-paid shares, the effective date of such transfer to be the relevant Dealing Day.  In any such case, references in these Articles to allotting shares shall, where appropriate, be taken as references to procuring the transfer of shares.

 

2.6.       The allotment of shares may take place notwithstanding that the information or declarations referred to in sub-paragraph (b)(ii) above have not been received by the Company or its authorised agent provided that the application referred to in sub-paragraph (b)(i) above has been received and provided further that if the said information or declarations have not been received within one Month (or such other period as the Directors may determine) after the Dealing Day on which such shares are allotted, the Directors shall be entitled to cancel the allotment and if so cancelled the relevant application monies (if any) shall be returnable to the applicant at his risk (together with such additional amount, if any, or after deducting such amount, if any, as the Directors may in their absolute discretion think fit, any such amount so deducted being retained by the Company for its own benefit) and until returned may be made use of by the Company for its own benefit.

 

2.7.       If payment in full for any shares is not received by the relevant Settlement Date, or in the event of non-clearance of funds, the Directors shall be entitled to cancel any allotment made and either return the relevant monies to the applicant at his risk or to treat the relevant monies as payment in respect of an application for shares made by the Dealing Deadline for the Dealing Day next following receipt of such monies or of cleared funds.  In such cases the Company may charge the applicant for any resulting bank charges or market losses incurred by the Company.

 

2.8.       Applications within the meaning of sub-paragraph (b)(i) above that are received by or on behalf of the Company on or prior to the Dealing Deadline for a Dealing Day shall be dealt with on that Dealing Day.  Such applications as are received after the Dealing Deadline for a Dealing Day shall, unless the Directors shall otherwise agree and provided they are received before the Valuation Point for the relevant Dealing Day, be deemed to have been received by the next Dealing Deadline.  If requested, the Directors may, in their absolute discretion and subject to the prior approval of the CustodianDepositary, agree to designate additional Dealing Days and Valuation Points for the purchase of shares relating to any Fund which will be open to all Holders.

 

2.9.       Applications for the issue of shares will be irrevocable unless the Directors, or a delegate, otherwise agree.

 

3.         Subscription Price of Shares

 

3.1.       During the Initial Offer Period in relation to a Fund the Subscription Price per share of the relevant class shall be the price as determined by the Directors.   After the Initial Offer Period, the Subscription Price shall be the Net Asset Value per share of the relevant class plus such sum as the Directors may consider represents the appropriate allowance for Duties and Charges plus a preliminary charge, if any, at the discretion of the Directors with the resulting sum being rounded mathematically to a maximum of four decimal places (or such other number as the Directors may determine).

 

(b)        Subject to the applicable requirements of the Competent Authority, the Company may launch additional classes of shares at a fixed price, provided that, where required by the Competent Authority, the Company shall confirm to the Competent Authority that existing Holders are not prejudiced

(c)        (b)Where shares are issued at the Net Asset Value per share, the Subscription Price per share of the relevant class shall be ascertained by:

 

3.3.1.    determining that proportion of the Net Asset Value of the relevant Fund which is attributable to the relevant class of shares as at the Valuation Point for the relevant Dealing Day;

 

3.3.2.    where the class of shares is a Hedged Currency Share Class, adding to or deducting from (as the case may be) the sum calculated in accordance with (i) above the costs and gains/losses of any currency hedging transactions effected in respect of that class;

 

3.3.3.    dividing the sum calculated in accordance with paragraph (i) above by the number of shares of the relevant class in issue or deemed to be in issue in the relevant Fund at the Valuation Point for the relevant Dealing Day; and

 

3.3.4.    rounding the resulting amount so determined to a maximum of four decimal places of the unit of the currency in which such share is designated (unit for such purposes being the smallest fraction of the relevant currency which is legal tender in the country of issue of that currency).

 

(d)        (c)For the purposes of this Clause 3, shares which have been allotted shall be deemed to be in issue from the close of business on the Dealing Day on which they are allotted and shares which have been repurchased shall be deemed to cease to be in issue at the close of business on the Dealing Day of such repurchase.

 

4.         Allotment of shares for non cash consideration

 

            The Directors may, subject to the provisions of the Companies ActsAct, in their absolute discretion allot shares against the vesting in the Custodian Depositary on behalf of the Company of any Investments and in connection therewith the following provisions shall apply:-

 

4.1.       the nature of the Investments to be transferred into the relevant Fund would qualify as suitable investments of such Fund in accordance with the investment objective, policies and restrictions of that Fund;

 

4.2.       the number of shares to be allotted (which will only be allotted after the Investments have been vested in the Custodian Depositary on behalf of the Company) shall be not more than that number which would have fallen to be issued for cash on the basis that the amount of such cash was an amount equal to the value as at the relevant Valuation Point for the relevant Dealing Day of the Investments to be vested in the Custodian Depositary on behalf of the Company, as determined in accordance with paragraph (d) below;

 

4.3.       the Directors may provide that the whole or any part of the Duties and Charges arising in connection with the vesting of the Investments in the Custodian Depositary on behalf of the Company shall be paid by the Company or by the person to whom the shares are to be issued or partly by the Company and partly by such person;

 

4.4.       the value of the Investments to be vested in the Custodian Depositary on behalf of the Company shall be determined by the Directors on such basis as they shall decide so long as such value does not exceed the highest amount which would be obtained if the Investments were valued in accordance with Appendix III hereof; 

 

4.5.       in the case of the initial issue of shares of any class, the Directors shall determine the number of shares of the relevant class to be allotted against the vesting in the Custodian Depositary on behalf of the Company of any Investments; and

 

4.6.       in exercising their discretion under this Clause, the Directors shall consider whether the terms of any such allotment are such as would result in any material prejudice to existing Holders provided that the Custodian Depositary is satisfied that the terms of such allotment will not be such as are likely to result in material prejudice to existing Holders.

 

5.         Preliminary charge

 

            The Directors may require any person to whom shares of any class are to be allotted to pay to the Company or any of its appointees or as any of them may direct, for its or their absolute use and benefit, a preliminary charge of such amount as may be determined by the Directors but not exceeding 5 per cent of the Subscription Price per Share of the relevant class being allotted. The Directors may on any Dealing Day differentiate between applicants as to the amount of the preliminary charge required to be paid to the Company, or its appointees or as they may direct and as to the amount of preliminary charge to be levied on each class of share (subject to the maximum aforesaid).

 

6.         No shares allotted when calculation of Net Asset Value suspended

 

            The Directors may in their absolute discretion determine that no shares shall be allotted or issued during any period when the determination of the Net Asset Value of the relevant Fund is suspended pursuant to Clause 18 below except those for which applications have previously been received and accepted by the Company or its authorised agent.  The Directors will notify investors applying for shares of such suspension at the time of application.  Any application for shares which is not withdrawn shall, subject to the provisions of these Articles, be dealt with on the first Dealing Day after the suspension is lifted.

 

7.         Issue of fractions of shares

 

            Where payments or other consideration received by or on behalf of the Company in respect of the issue or allotment of shares are not an exact multiple of the Subscription Price for those shares, a fraction of a share may be allotted to the investor who shall be registered as the Holder of such a fraction provided that any holding of shares is a multiple of not less than 1/10,000 part of a share or such other fractional amount as the Directors may determine from time to time.  Rights, entitlements and benefits of a Holder of a share under the Articles are granted to a Holder of a fraction of a share in proportion to the fraction of a share held by him and, except where the context otherwise requires or is otherwise provided herein, reference in the Articles to share shall include a fraction of a share.  The Holder of a fraction of a share may not exercise any voting rights in respect of such share. 

 

8.         Minimum Initial Investment Amount

 

            The Directors shall decline to issue shares of any class to satisfy any initial application unless the amount in value of the shares to which an application relates equals or exceeds the Minimum Initial Investment Amount or its equivalent in another currency.  Thereafter, Holders may make additional subscriptions for shares having a value, at the then current Subscription Price of not less than the Minimum Additional Investment Amount or its equivalent in another currency.

 

 

FUNDS

 

9.         Funds

 

(a)        The Directors may from time to time establish, with the prior approval of the Competent Authority, additional Funds and/or in accordance with the requirements of the Competent Authority designate additional Classes and issue Shares in such Funds or Classes

 

(b)        (a)All consideration, other than the preliminary charge (if any) payable to the Company or its appointees or as any of them may determine pursuant to Clause 5 of this Appendix, received by or on behalf of the Company for the allotment or issue of shares of a Fund, or if there is more than one class of shares in a particular Fund, of all such classes, together with all Investments in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof shall be segregated and kept separate from all other monies of the Company and such assets and monies shall be referred to as a Fund there being one Fund in respect of each class (or all such classes, as the case may be) of shares and to which the following provisions shall apply:

 

9.2.1.    For each Fund the Company shall keep separate books and records in which all transactions relating to the relevant Fund shall be recorded and, in particular, the proceeds from the allotment and issue of shares of each class in the Fund, the Investments and the liabilities and income and expenditure attributable thereto shall be applied or charged to such Fund subject to the provisions of this Clause 9;

 

9.2.2.    Any Asset derived from any other Asset(s) (whether cash or otherwise) comprised in any Fund shall be applied in the books and records of the Company to the same Fund as the Asset from which it was derived and any increase or diminution in the value of such an Asset shall be applied to the relevant Fund.

 

9.2.3.    No shares will be issued on the terms that entitle the Holder of any Fund to participate in the Assets of the Company other than the Assets (if any) of the Fund relating to such shares. If the proceeds of the Assets of the relevant Fund are not sufficient to fund the full repurchase amount payable to each Holder for the relevant Fund, the proceeds of the relevant Fund will, subject to the terms for the relevant Fund, be distributed equally among each Holder of the relevant Fund pro rata to the amount paid upon the shares held by each Holder. If the realised Net Assets of any Fund are insufficient to pay any amounts due on the relevant shares in full, in accordance with the terms of the relevant Fund, the relevant Holders of that Fund will have no further right of payment in respect of such shares or any claim against the Company, any other Fund or any Assets of the Company in respect of any shortfall.

 

9.2.4.    In the event that there are any Assets of the Company which the Directors do not consider are attributable to a particular Fund or Funds, the Directors shall, with the approval of the CustodianDepositary, allocate such Assets to and among any one or more of the Funds in such manner and on such basis as they, in their discretion, deem fair and equitable; and the Directors shall have the power to and may at any time and from time to time, with the approval of the CustodianDepositary, vary the basis in relation to Assets previously allocated.

 

9.2.5.    Each Fund shall be charged with the liabilities, expenses, costs, charges or reserves of the Company in respect of or attributable to that Fund and any such liabilities, expenses, costs, charges or reserves of the Company not attributable to any particular Fund or Funds shall be allocated and charged by the Directors, with the approval of the CustodianDepositary, in such manner and on such basis as the Directors, in their sole and absolute discretion deem fair and equitable, and the Directors shall have the power to and may at any time and from time to time, with the approval of the CustodianDepositary, vary such basis including, where circumstances so permit, the re-allocation of such liabilities, expenses, costs, charges and reserves.

 

9.2.6.    In the event that any Asset attributable to a Fund is taken in execution of a liability not attributable to that Fund, the provisions of Section 256E(5) 1407 of the 1990 Companies Act shall apply.

 

(c)        (b)Subject as otherwise provided herein, the Assets held in each Fund shall be applied solely in respect of the shares of the class (or classes as the case may be) to which such Fund appertains and shall not be used to discharge directly or indirectly the liabilities of or claims against any other Fund and shall not be available for any such purpose.

 

 

 

10.        Fund exchanges

 

10.1.     Subject to the provisions of the Companies ActsAct, the Regulations and to these Articles and as hereinafter provided a Holder holding shares in any class in a Fund (the first class) on any Dealing Day shall have the right from time to time to exchange all or any of such shares for shares of another class which are being offered at that time (the new class) (such class being either in the same Fund or in a separate Fund) on the following terms:-

 

10.1.1.  The Holder shall give to the Company or its authorised agent(s) instructions (hereinafter called an Exchange Notice) in such form as the Directors may from time to time determine.

 

10.1.2.  The exchange of the shares specified in the Exchange Notice pursuant to this Clause 10 shall occur on a Dealing Day for the first class and the new class in respect of Exchange Notices received on or prior to the relevant Dealing Deadline for that Dealing Day (or prior to such other time of day as the Directors may determine either generally or in relation to a particular Fund or in any specific case) by the Company or its authorised agent(s) or on such other Dealing Day as the Directors at the request of the Holder may agree.  The Company or its authorised agents may in their discretion accept Exchange Notices received after the Dealing Deadline for the relevant Dealing Day provided the Exchange Notices are received prior to the relevant Valuation Point.  A Holder's entitlement to shares as recorded in the Register shall be altered accordingly with effect from that Dealing Day.

 

10.2.     Exchange of the shares of the first class specified in the Exchange Notice shall be effected in the following manner, that is to say:-

 

10.2.1.  such shares of the first class shall be repurchased by the issue of shares of the new class;

 

10.2.2.  the shares of the new class shall be issued in respect of and in proportion to (or as nearly as may be in proportion to) the holding of the shares of the first class which is being exchanged; and

 

10.2.3.  the proportion in which shares of the new class are to be issued in respect of shares of the first class shall be determined in accordance with paragraph (c) below;

 

                                    Provided always that the right of a Holder to exchange his shares in the first class for shares in the new class conferred by this Clause 10 shall be conditional upon the Company having sufficient available share capital to enable the exchange to be implemented as aforesaid.

 

10.3.     The Directors shall determine the number of shares of the new class to be issued on exchange in accordance with the following formula:-

 

 

S                                                          =          [R   x    (RP  x  ER)] - F

                                    SP

                        where:-

 

                                                R          is the number of shares of the first class specified in the Exchange Notice which the Holder thereof has requested to be exchanged;

 

                                                S          is the number of shares of the new class to be issued;

 

                                                RP        is the Repurchase Price per share of the first class as calculated as at the relevant Valuation Point for the Dealing Day on which the exchange is to be effected;

 

                                                ER        in the case of an exchange of shares designated in the same currency, is 1.  In any other case it is the currency conversion factor determined by the Directors at the Valuation Point for the relevant Dealing Day as representing the effective rate of exchange applicable to the transfer of assets relating to the first and new classes of shares after adjusting such rate as may be necessary to reflect the effective costs of making such transfer;

 

                                                SP        is the Subscription Price per share for the new class as calculated as at the relevant Valuation Point for the Dealing Day on which the exchange is to be effected; and

 

                                                F          is the fee payable (if any) on the exchange of shares (as set out in paragraph (d) below).

 

            AND the number of shares of the new class to be created or issued pursuant to this Clause 10 shall be so created or issued in respect of each of the shares of the first class being exchanged in the proportion (or as nearly as may be in the proportion) S to R where S and R have the meanings ascribed to them above.

 

10.4.     On any exchange of shares pursuant to this Clause 10, the Directors may add to the Subscription Price per share for the shares of the new class to be issued a fee, for payment to the Company or any of its appointees or as any of them may direct out of the Fund relating to the shares of such class, an amount for each share not exceeding 1 per cent of the Repurchase Price per share of shares in the first class to be issued calculated as at the relevant Valuation Point for the Dealing Day on which the exchange is effected.

 

10.5.     Requests for the exchange of shares as an initial investment in a new class will only be made if the value of the shares to be exchanged is equal to or exceeds the Minimum Initial Investment Amount for the new class.  The Directors may refuse to give effect to any Exchange Notice if to do so would cause the relevant Holder's holding in the first class to fall below the Minimum Shareholding specified for that class.

 

10.6.     Shares in a class may not be exchanged for shares in another class during any period when the calculation of the Net Asset Value of the relevant Fund or either of the relevant Funds as the case may be is suspended by reason of a declaration by the Directors pursuant to Clause 18 hereof.  Applicants will be notified of such suspension at the time of application and any request for the exchange of shares not withdrawn shall, subject to the provisions of these Articles, be dealt with on the first Dealing Day after such suspension is lifted.

 

11.        Termination of Funds

 

11.1.     Any Fund may be terminated by the Directors, in their sole and absolute discretion, by notice in writing to the Custodian Depositary in any of the following events:-

 

11.1.1.  if at any time the Net Asset Value of the relevant Fund shall be less than such amount as may be determined by the Directors in respect of that Fund; or

 

11.1.2.  if any Fund shall cease to be authorised or otherwise officially approved; or

 

(iii)        if any law shall be passed which renders it illegal or in the opinion of the Directors impracticable or inadvisable to continue the relevant Fund; or

 

(iv)        if there is a change in material aspects of the business, in the economic or political situations relating to a Fund which the Directors consider would have material adverse consequences on the Investments of the Funds; or

 

(iv)        if the Directors shall have resolved that it is impracticable or inadvisable for a Fund to continue to operate having regard to prevailing market conditions and the best interests of the Holders.

 

 

                                    The decision of the Directors in any of the events specified herein shall be final and binding on all the parties concerned but the Directors shall be under no liability on account of any failure to terminate the relevant Fund pursuant to this Clause 11 or otherwise.

 

11.2.     The Directors shall give notice of termination of a Fund to the Holders of shares in the relevant Fund and by such notice fix the date at which such termination is to take effect, which date shall be for such period after the service of such notice as the Directors shall in their sole and absolute discretion determine.

 

11.3.     With effect on and from the date as at which any Fund is to terminate or in the case of (i) below such other date as the Directors may determine:-

 

11.3.1.  No shares of the relevant Fund may be issued or sold by the Company;

 

11.3.2.  The investment manager shall, on the instructions of the Directors, realise all the Assets then comprised in the relevant Fund (which realisation shall be carried out and completed in such manner and within such period after the termination of the relevant Fund as the Directors think advisable);

 

11.3.3.  The Custodian Depositary shall, on the instructions of the Directors from time to time, distribute to the Holders of shares of the relevant Fund in proportion to their respective interests in the relevant Fund all net cash proceeds derived from the realisation of the relevant Fund and available for the purpose of such distribution, provided that the Custodian Depositary shall not be bound (except in the case of the final distribution) to distribute any of the monies for the time being in its hands the amount of which is insufficient to pay Euro 1 or its equivalent amount in the relevant currency in respect of each share of the relevant Fund and provided also that the Custodian Depositary shall be entitled to retain out of any monies in its hands as part of the relevant Fund full provision for all costs, charges, expenses, claims and demands incurred, made or apprehended by the Custodian Depositary or the Directors in connection with or arising out of the termination of the relevant Fund and out of the monies so retained to be indemnified and saved harmless against any such costs, charges, expenses, claims and demands; and

 

11.3.4.  Every such distribution referred to above shall be made in such manner as the Directors shall, in their sole and absolute discretion, determine but shall be made only against production of the certificates or warrants relating to the shares of the relevant Fund if issued in respect of which the same is made and upon delivery to the Custodian Depositary of such form of request for payment as the Custodian Depositary shall in its absolute discretion require.  All certificates shall in the case of an interim distribution be enfaced by the Custodian Depositary with a memorandum of payments made and in the case of the final distribution shall be surrendered to the CustodianDepositary.  Any unclaimed proceeds or other cash held by the Custodian Depositary hereunder may at the expiration of twelve months from the date upon which the same were payable be paid into court subject to the right of the Custodian Depositary to deduct therefrom any expenses it may incur in making such payment.

 

11.4.     The Directors shall have the power to propose and implement a reconstruction and/or amalgamation of the Company or any Fund or Funds on such terms and conditions as are approved by the Directors subject to the following conditions namely:

 

11.4.1.  that the prior approval of the Financial Regulator Competent Authority has been obtained; and

 

11.4.2.  that the Holders of shares in the relevant Fund or Funds have been circulated with particulars of the scheme of reconstruction and/or amalgamation in a form approved by the Directors and a special resolution of the Holders of shares in the relevant Fund or Funds has been passed approving the said scheme.

 

                                    The relevant scheme of reconstruction and/or amalgamation shall take effect upon such conditions being satisfied or upon such later date as the scheme may provide or as the Directors may determine whereupon the terms of such scheme shall be binding upon all the Holders and the Directors shall have the power to and shall do all such acts and things as may be necessary for the implementation thereof.

 

 

RIGHT OF REPURCHASE

 

12.        Holders' right to request a repurchase of shares

 

            As the Company is an open-ended investment company, Holders shall have the right to request the Company to repurchase their shares in accordance with the provisions of Clause 13 below.

 

13.        Repurchase mechanism

 

13.1.     Subject to the provisions of the Companies ActsAct, the Regulations and these Articles and subject as hereinafter provided the Company shall, on receipt by it or its authorised agent(s) of a request (which request may, at the Directors' discretion, either generally or in relation to any specific request, be made in writing, by facsimile, by electronic means or by telephone (in accordance with the procedure set out in the Prospectus) or in such other form as the Directors may, from time to time, determine) by a Holder of shares (the Applicant), repurchase all or any portion of the shares held by the Applicant at the Repurchase Price, determined in accordance with Clause 14 hereof, or procure the purchase thereof at not less than the Repurchase Price on the relevant Dealing Day.  Such request to repurchase must be accompanied by the duly endorsed certificate or certificates (if any) issued for the shares to which it relates.

 

                        PROVIDED THAT:-

 

13.1.1.  The repurchase of shares pursuant to this Clause 13 shall be made on a Dealing Day in respect of requests received by the Company or its authorised agent on or prior to the Dealing Deadline for that Dealing Day. 

 

13.1.2.  Any such request received after the Dealing Deadline for a Dealing Day shall, unless the Directors shall otherwise agree and provided they are received before the relevant Valuation Point, be treated as having been received by the following Dealing Deadline.

 

13.1.3.  If the determination of the Net Asset Value of the relevant Fund is suspended on any Dealing Day by reason of a declaration by the Directors pursuant to Clause 18 hereof, an Applicant may withdraw his request to have his shares repurchased pursuant to this Clause 13.  If the request is not so withdrawn the Company shall be at liberty to repurchase the shares on the Dealing Day next following the end of the suspension.

 

13.1.4.  Subject as aforesaid and to the discretion of the Directors, an Applicant shall not be entitled to withdraw a request duly made in accordance with this Clause 13.

 

13.1.5.  The Company may retain a sufficient portion of the amount payable to the Applicant in respect of the repurchase to pay any taxation payable to the Revenue Commissioners in Ireland in respect of the repurchase of the shares.

 

13.1.6.  Any amount payable to the Applicant in connection with the repurchase of shares shall, at the risk and cost of the Applicant, be paid in the same currency as that in which the shares are designated or in such other currency as the Directors shall determine.  Any such amount may, at the option of the Directors, (but at the risk and cost of the Applicant) be remitted by or on behalf of the Company by electronic transfer to the bank account specified by the Applicant not later than the relevant Settlement Date. In all other instances any such amount shall be sent by post in the form of a negotiable instrument at the Applicant's risk by or on behalf of the Company to the Applicant not later than the relevant Settlement Date. If the amount to be paid by the Company as aforesaid shall not be expressed in the currency in which the shares which the Company has repurchased were designated then the rate of exchange between that currency and the currency agreed for payment shall be such rate as the Directors shall consider appropriate.  The cost of conversion (if any) shall be debited from the converted payment.  The certificate of the Directors as to the conversion rate applicable and as to the cost of conversion shall be conclusive and binding on all persons.

 

13.1.7.  Subject to written instructions from the Applicant to the Company (or its authorised agent) directing otherwise, which the Company (or its authorised agent) may require to be verified or otherwise supported by additional documentation, the Company (or its authorised agent) shall pay the proceeds of repurchase to the Applicant.

 

13.1.8.  If requested, the Directors may, in their absolute discretion and subject to the prior approval of the CustodianDepositary, agree to designate additional Dealing Days and Valuation Points for the repurchase of shares relating to any Fund which will be open to all Holders.

 

13.2.     The repurchase of shares under the provisions of this Clause 13 shall be deemed to be effected immediately after the Valuation Point for the relevant Dealing Day. Shares repurchased in accordance with the provisions of this Clause 13 shall be deemed to cease to be in issue at the close of business on the Dealing Day on which they are repurchased.

 

13.3.     Upon the repurchase of a share being effected, the Applicant shall cease to be entitled to any rights in respect thereof (excepting always the right to receive a dividend which has been declared in respect thereof prior to such repurchase being effected) and accordingly his name shall be removed from the Register with respect thereto and the shares shall be treated as cancelled and the amount of issued share capital in respect of such class of shares shall be reduced accordingly.

 

13.4.     Repurchase requests will not be capable of withdrawal after acceptance by the Administrator unless approval is given by the Directors or by the Investment Manager on behalf of the Board of Directors. If requested, the Directors may, in their absolute discretion and subject to the prior approval of the Administrator and CustodianDepositary, agree to designate additional and/or substitute Dealing Days and Valuation Points for the Repurchase of Shares relating to any Fund which will be open to all Shareholders and which will be notified in advance to all Shareholders.

 

14.        Repurchase price of shares

 

14.1.     The Repurchase Price per share of the relevant class shall be an amount as determined by the Directors on the relevant Dealing Day referred to in Clause 13(a)(i) above by:

 

14.1.1.  determining that proportion of the Net Asset Value of the relevant Fund which is attributable to the relevant class of shares as at the Valuation Point for the relevant Dealing Day;

 

14.1.2.  where the class of share is a Hedged Currency Share Class, adding to or deducting from (as the case may be) the sum calculated in accordance with (i) above the costs and gains/losses of any currency hedging transactions effected in respect of that class;

 

14.1.3.  dividing the sum calculated in accordance with paragraph (i) above by the number of shares of the relevant class in issue or deemed to be in issue in the relevant Fund at the Valuation Point for the relevant Dealing Day; and

 

14.1.4.  rounding the amount so determined to a maximum of four decimal places of the unit of the currency of the shares (unit for such purposes being the smallest fraction of the relevant currency which is legal tender in the country of issue of that currency).

 

14.2.     Notwithstanding clauses 9(a) and (b) above, when calculating the Redemption Price, the Directors may, at their discretion, on any Dealing Day where there are net redemptions, apply an anti dilution levy to cover the costs and preserve the value of the underlying assets of a Fund. 

 

14.3.     The Directors may on any Dealing Day require an Applicant to pay to the Company or any of its appointees or as any of them may direct, for its or their absolute use and benefit, a repurchase charge of not more than 3 per cent of the Repurchase Price per share of the relevant class being repurchased on that Dealing Day.   The amount of any such charge may be deducted from the amount to be paid by the Company to the Applicant in respect of the shares to be repurchased.  The Directors may on any Dealing Day differentiate between Applicants as to the amount of the repurchase charge required to be paid to the Company, or its appointees or as they may direct and as to the amount of repurchase charge to be levied on each class of share (subject to the maximum aforesaid).

 

14.4.     Such portion of the Repurchase Price of any shares repurchased on a Dealing Day (except a Dealing Day which is a record day for the declaration of a dividend) as the Directors in their absolute discretion consider appropriate shall be deemed to be a distribution to the relevant Applicant of the proportion of the undistributed net revenue accrued to the relevant Fund up to such Dealing Day attributable to the shares in respect of which such Repurchase Price is payable.

 

14.5.     Where any tax is payable to the Irish tax authorities in respect of a repurchase of shares by a Holder who is or is deemed to be a Taxable Irish Person or is acting on behalf of such a person, the Repurchase Price shall be reduced by an amount equal to such tax which shall be paid by or on behalf of the Company to the authorities.

 

 

15.        Limitations on repurchase

 

15.1.     In circumstances where repurchase requests on any Dealing Day are for more than ten per cent of the Net Asset Value of shares of any Fund in issue at the Valuation Point for that Dealing Day, the Company shall be at liberty to scale down the number of shares to be repurchased in response to each request pro rata to such extent as may be necessary to ensure that the foregoing limit is not exceeded and may carry forward for repurchase to the next following Dealing Day the balance of each request and so on to each succeeding Dealing Day until each request has been dealt with in full, PROVIDED THAT requests for repurchase that have been carried forward from an earlier Dealing Day shall (subject always to the foregoing limits) be dealt with in priority to later requests

 

15.2.    

15.2.1.  If in respect of any Applicant the repurchase monies in respect of shares held by him of any Fund to be repurchased on any Dealing Day amount to more than five per cent of the Net Asset Value of such Fund at the Valuation Point for such Dealing Day, the Company shall have the power to divide in specie the whole or any part of the Assets of the relevant Fund and shall have the right to elect by notice in writing to the Applicant (such notice to be sent by the Company to the Applicant within three Business Days of the relevant Dealing Day and in any event before the relevant Settlement Date) to appropriate and transfer Assets to him in full or part satisfaction of the Repurchase Price or any part of the said Repurchase Price (provided that such a distribution would not be prejudicial to the interests of the remaining Holders in such Fund). In addition, with the consent of the Applicant, the Company may, in circumstances not covered by the foregoing, appropriate and transfer Assets to him in full or in part satisfaction of the Repurchase Price or any part of the Repurchase Price (provided that such a distribution would not be prejudicial to the interest of the remaining Holders in such Fund). In each case the allocation of Assets to the Applicant will be subject to the approval of the CustodianDepositary.

 

15.2.2.  Where a notice of election is served under sub-paragraph (b)(i) of this Clause 15 on an Applicant, the Applicant may by a further notice served on the Company (such notice to be received by the Company within three Business Days of the deemed receipt by the Applicant of the notice of election served under sub-paragraph (b)(i) of this Clause 15) require the Company instead of transferring the Assets in question to arrange:-

 

15.2.2.1.           for a sale of the Assets; and

 

15.2.2.2.           for payment to the Applicant of the net proceeds of sale.

 

15.2.3.  Where there is a transfer of Assets pursuant to paragraph (b)(i) above, the Custodian Depositary shall transfer to the Applicant his proportionate share of the Assets of the relevant Fund.  For the purposes of this paragraph proportionate share means such part of each type of Asset in the relevant Fund as is proportionate to or as nearly as practicable proportionate to the Applicant's share or such selection from the Assets of the relevant Fund as the Directors shall, following consultation with the CustodianDepositary, decide is reasonable having regard to the need to be fair both to the Applicant and continuing Holders of shares in the relevant Fund.

 

15.2.4.  Where there is to be a sale of Assets under sub-paragraph (b)(ii) above:-

 

15.2.4.1.           the Company shall forthwith notify the Custodian Depositary of that fact and shall arrange for the sale of the Assets that would have been transferred under sub-paragraph (b)(i) above (other than Assets which are in cash in the relevant currency for the purposes of the repurchase); and

 

15.2.4.2.           the Custodian Depositary shall on receipt of such evidence of title as it may require pay to the Applicant the net proceeds of the sale and any relevant amounts in cash.

 

15.3.     If any request to the Company to repurchase shares of any class shall reduce the number of shares of the relevant class held by the Applicant below the Minimum Shareholding such request may be treated by the Directors as a request to repurchase the Applicant's entire holding.  The foregoing shall not prevent a repurchase of the whole of a holding of shares of any class less than the Minimum Shareholding nor shall this paragraph apply in circumstances where as a result of the Company exercising its rights to scale down any repurchase requests, in accordance with paragraph (a) above, a Holder's holding of shares is reduced below the Minimum Shareholding.

 

15.4.     If any repurchase requests received by the Directors would necessitate, in the opinion of the Directors, the breaking of deposits at a penalty or the realisation of Investments at a discount below their value, as calculated in accordance with Appendix III, the Repurchase Price in respect of the relevant shares may be reduced by a proportionate part of such reduction in value or penalty which will be suffered by the relevant Fund in such manner as the Directors may consider fair and equitable and which is approved by the CustodianDepositary.  Alternatively, the Directors may arrange for the Company to borrow funds in accordance with Article 64 subject always to any borrowing restrictions in force in relation to the Company or the relevant Fund, and the costs of such borrowings may be apportioned as aforesaid to such extent as the Directors may consider fair and equitable.

 

15.5.     The Company will not be permitted to repurchase shares if, after payment of any amount in connection with such repurchase, the Net Asset Value of the issued share capital of the Company would be equal to or less than Euro300,000 or the foreign currency equivalent thereof.  The foregoing shall not apply to a repurchase request permitted by the Directors in contemplation of the dissolution of the Company in accordance with the Companies Acts Act and where the Company's authorisation as an Undertaking for Collective Investment in Transferable Securities has been revoked by the Authority.

 

15.6.     The Company may compulsorily repurchase all of the shares of any Fund if the Net Asset Value of the relevant Fund is less than the Minimum Fund Size.

 

16.        No shares repurchased when calculation of Net Asset Value suspended. 

 

            The Directors may, in their absolute discretion, determine that no shares will be repurchased and no repurchase proceeds paid during any period when the determination of the Net Asset Value of the relevant Fund is suspended pursuant to Clause 18 below.  Holders applying for a repurchase of their shares will be notified of such suspension at the time of application.  Any application which is not withdrawn shall, subject to the provisions of these Articles, be dealt with on the first Dealing Day for the relevant Fund after such suspension is lifted and shall be dealt with in priority to subsequently received repurchase requests

 

 

DETERMINATION OF NET ASSET VALUE

 

17.        Determination of Net Asset Value

 

            The Net Asset Value of a Fund shall be determined in accordance with Appendix III.

 

18.        Suspension of determination of Net Asset Value/Postponement of a Dealing Day

 

18.1.     The Directors may at any time declare a temporary suspension of the determination of the Net Asset Value of a Fund and the issue, repurchase and exchange of shares and the payment of repurchase proceeds during:-

 

18.1.1.  any period when any of the Markets on which a substantial portion of the Investments of the relevant Fund, from time to time, are quoted, listed or dealt in is closed, otherwise than for ordinary holidays, or during which dealings therein are restricted or suspended; or

 

18.1.2.  any period when, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Directors, disposal or valuation of a substantial portion of the Investments of the relevant Fund is not reasonably practicable without this being seriously detrimental to the interests of shareholders of the relevant Fund or if, in the opinion of the Directors, the Net Asset Value of the Fund, cannot be fairly calculated; or

 

18.1.3.  any breakdown in the means of communication normally employed in determining the price of a substantial portion of the Investments of the relevant Fund, or when, for any other reason the current prices on any Market of any of the Investments of the relevant Fund cannot be promptly and accurately ascertained; or

 

18.1.4.  any period during which any transfer of funds involved in the realisation or acquisition of Investments of the relevant Fund cannot, in the opinion of the Directors, be effected at normal prices or rates of exchange; or

 

18.1.5.  any period when the Directors are unable to repatriate funds required for the purpose of making payments due on the repurchase of shares in the relevant Fund; or

 

18.1.6.  any period when the Directors consider it to be in the best interests of the relevant Fund; or

 

18.1.7.  following the circulation to Holders of a notice of a general meeting at which a resolution proposing to wind up the Company or terminate the relevant Fund is to be considered.

 

18.2.     Any such suspension shall take effect at such time as the Directors shall declare but not later than the close of business on the Business Day next following the declaration and thereafter there shall be no determination of the Net Asset Value of the relevant Fund and no issues, repurchases or exchanges of shares of the relevant Fund and no repurchase proceeds paid until the Directors shall declare the suspension at an end.

 

18.3.     The Directors may postpone any Dealing Day for a Fund to the next Business Day if in the opinion of the Directors, a substantial portion of the Investments of the relevant Fund cannot be valued on an equitable basis and such difficulty is expected to be overcome within one Business Day.

 

18.4.     The determination of the Net Asset Value of a Fund shall also be suspended where such suspension is required by the Financial Regulator Competent Authority in accordance with the Regulations.

 

19.        Notification of suspension to Financial RegulatorCompetent Authority, Stock Exchanges and Holders

 

            Any such suspension of the determination of the Net Asset Value of a Fund shall be notified to the Financial Regulator Competent Authority immediately and in any event within the same Business Day on which such suspension occurred.  If the shares are listed on the official list of the Irish Stock Exchange or any other exchange any such suspension shall be notified to the Irish Stock Exchange and such other exchange within the time frame specified above.  Details of any such suspension will also be notified to all Holders and will be published in a newspaper circulating in the European Union, or such other publications as the Directors may determine if, in the opinion of the Directors, it is likely to exceed 14 days. 

 

20.        Compulsory Repurchase Or Transfer Of Shares

 

20.1.     The Directors shall have power (but shall not be under any duty) to impose such restrictions as they may think necessary for the purpose of ensuring that no shares of any class are acquired or held directly or beneficially by a person who is in the opinion of the Directors any of the following:

 

20.1.1.  any person who appears to be in breach of any law or requirement of any country or governmental authority or by virtue of which such person is not qualified to hold such shares; or

 

20.1.2.  any United States Person (unless pursuant to an exemption under U.S. Securities laws); or

 

20.1.3.  any person or persons in circumstances which, (whether directly or indirectly affecting such person or persons and whether taken alone or in conjunction with any other person or persons connected or not, or any other circumstances appearing to the Directors to be relevant) in the opinion of the Directors might result in the Company incurring any liability to taxation or suffering other pecuniary legal or material administrative disadvantages or being in breach of any law or regulation which the Company might not otherwise have incurred, suffered or breached; or

 

20.1.4.  any individual under the age of 18 (or such other age as the Directors think fit).

 

                                    References in these Articles to Permitted Investor means any person other than any of the persons specified above.

 

20.2.     The Directors shall, unless any Director has reason to believe otherwise, be entitled to assume without enquiry that none of the shares are held in such a way as to entitle the Directors to give a notice in respect thereof pursuant to paragraph (c) below.  The Directors may, however, upon an application for shares or at any other time and from time to time require such evidence and/or undertakings to be furnished to them in connection with the matters stated in paragraph (a) above as they shall in their discretion deem sufficient or as they may require for the purpose of any restriction imposed pursuant thereto or for compliance with any anti-money laundering provisions applicable to the Company.  In the event of such evidence and/or undertakings not being so provided within such reasonable period (not being less than 21 days after service of notice requiring the same) as may be specified by the Directors in the said notice, the Directors may, in their absolute discretion, treat any shares held by such a Holder or joint Holder as being held in such a way as to entitle them to serve a notice in respect thereof pursuant to paragraph (c) below.

 

20.3.     If it shall come to the notice of the Directors that any shares (the relevant shares) are or may be owned or held directly or beneficially by any person who is not a Permitted Investor, the Directors may give notice to the person in whose name the relevant shares are registered requiring him to transfer (and/or procure the disposal of interests in) the relevant shares to a person who is in the opinion of the Directors a Permitted Investor.  If any person upon whom such a notice is served pursuant to this paragraph does not within 21 days after the giving of such notice (or such extended time as the Directors in their absolute discretion shall consider reasonable) transfer the relevant shares to a Permitted Investor, or establish to the satisfaction of the Directors (whose judgement shall be final and binding) that he is not subject to such restrictions, the Directors may in their absolute discretion upon the expiration of such 21 days either arrange the transfer of all the relevant shares to a Permitted Investor in accordance with paragraph (e) below or arrange for the relevant shares to be repurchased by the Company at the relevant Repurchase Price.  The Holder of the relevant shares shall be bound forthwith to deliver his certificate (if any) to the Directors and the Directors shall be entitled to appoint any person to sign on his behalf such documents as may be required for the purpose of the transfer or repurchase, as the case may be, of the relevant shares by the Company.

 

20.4.     A person who becomes aware that he holds or owns relevant shares shall forthwith unless he has already received a notice pursuant to paragraph (c) above transfer all his relevant shares to a Permitted Investor or with the approval of the Directors request the repurchase of the shares.

 

20.5.     A transfer of relevant shares arranged by the Directors pursuant to paragraph (c) above, shall be by way of sale at the best price reasonably obtainable and may be of all of or part only of the relevant shares with a balance available for transfer to other Permitted Investors or repurchase by the Company.   Any payment received by the Company for the relevant shares so transferred shall be paid to the person whose shares have been so transferred subject to paragraph (f) below. 

 

20.6.     Payment of any amount due to such person pursuant to paragraphs (c), (d) or (e) above shall be subject to any requisite exchange control consents first having been obtained and the Company not being in breach of any other law or regulation.  The amount due to such person will be deposited by the Company in a bank for payment to such person upon such consents being obtained and against surrender of the certificate, if any, representing the relevant shares previously held by such person.  Upon deposit of such amount as aforesaid such person shall have no further interest in such relevant shares or any of them or any claim against the Company in respect thereof except the right to receive such amount so deposited (without interest) upon such consents as aforesaid being obtained.

 

20.7.     The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Clause 20. The exercise of the powers conferred by this Clause 20 shall not be questioned or invalidated in any case on the grounds that there was insufficient evidence of direct or beneficial ownership of shares by any person or that the true, direct or beneficial owner of any shares was otherwise than appeared to the Directors at the relevant date provided that the powers shall be exercised in good faith.

 

20.8.     Notwithstanding any other provisions of these Articles, where the Company is required to pay tax on the transfer by a Holder who is or is deemed to be an Irish Taxable Person of its shareholding or part thereof or on the occurrence of a chargeable event as defined in section 739(B) of the TCA, the Company shall be entitled to repurchase and cancel a sufficient portion of such Shares and to appropriate the proceeds thereof as is necessary to discharge the amount of taxation payable in respect of the transfer of the relevant chargeable event.

 

20.9.     The Directors may compulsorily repurchase all of the shares of any Fund if the Net Asset Value of the relevant Fund is less than the Minimum Fund Size.

 

 

INVESTMENT OF ASSETS

 

21.        Investment of Assets of the Company

 

21.1.     The Directors shall subject to the restrictions and limits imposed under the Articles and the Regulations determine the investment objectives and policies (including the permissible forms of Investments) and restrictions applying to the Company and any Fund and the Assets shall be invested in accordance with the investment objectives, policies and restrictions determined by the Directors. 

 

21.2.     Subject to the Regulations, the Directors may decide to invest up to 100 per cent of the Net Asset Value of a Fund in any of the Specific Investments.

 

21.3.     Subject to the Regulations and the prior approval of the Financial RegulatorCompetent Authority, the Company may wholly own subsidiaries which the Directors consider it necessary or desirable for the Company to incorporate or acquire or utilise for the purpose of entering into transactions or contracts and/or holding certain of the Investments or other property comprised in any Fund.  The shares in any subsidiary company together with the assets of the subsidiary will be held by the CustodianDepositary.

 

21.4.     Subject to the Regulations, the Directors may establish a Fund whose investment policy is to replicate a securities index which is recognised by the Financial Regulator Competent Authority and which satisfies the conditions imposed by the Financial RegulatorCompetent Authority, from time to time.

 

21.5.     The Directors may decide to invest in collective investment undertakings with which the Company is linked by common management or control or by a substantial direct or indirect holding subject to the restrictions and limits imposed under the Regulations.

 

21.6.     Subject to the Regulations, the Directors may decide to retain, during such time or times as they think fit, all or any amount of cash of any Fund in any currency or currencies either in cash or on deposit with, or in certificates of deposit or other banking instruments issued by, the Custodian Depositary or any banker or other financial institution in any part of the world including any appointee of the Company or any associate or affiliate of such appointee subject to the provisions of the Central Bank Acts, 1942 to 1998 as amended by the Central Bank and Financial Services Regulatory Authority of Ireland Acts of 2003 and 2004.

 

21.7.     Subject to the investment objectives, policies and restrictions determined by the Directors, the Company may acquire or utilise derivative contracts of any description under any conditions and within any limits applicable to the Company laid down by the Financial Regulator Competent Authority from time to time for the purposes of the Regulations.

 

 

CUSTODIAN

DEPOSITARY

 

22.        Appointment of CustodianDepositary

 

            The Directors shall subject to the prior approval of the Financial Regulator Competent Authority appoint a Custodian Depositary who shall be responsible for the safe custody of all the Assets, perform its duties prescribed by the Regulations and perform such other duties upon such terms as the Directors may, from time to time, (with the agreement of the CustodianDepositary) determine. 

 

23.        Appointment of sub-custodians

 

            The Custodian Depositary may pursuant to the Custodian Depositary Agreement, appoint sub-custodians, nominees, agents or other delegates to perform in whole or in part any of its duties or exercise any of its discretions as a custodiandepositary.  For the avoidance of doubt the Custodian Depositary may not delegate the performance of any of its fiduciary duties or discretions and its liability shall not be affected by the fact that it has entrusted to a third party some or all of the Assets in its safe-keeping.

 

24.        Remuneration of CustodianDepositary

 

            In consideration for its services as Custodian the Custodian Depositary the Depositary shall be entitled to be paid by or on behalf of the Company out of the property of the Company:-

 

24.1.     a fee of such amount outlined in the Custodian Depositary Agreement; and

 

24.2.     reasonable expenses and disbursements incurred by the Custodian Depositary in the performance of its functions and all other charges or fees expressly authorised by the Custodian Depositary Agreement;

 

            and the Custodian Depositary shall not be obliged to account to the Holders or any of them for any payment received in accordance with the foregoing provisions.

 

25.        Retirement or replacement of CustodianDepsoitary

 

25.1.     Subject to the prior approval of the Financial RegulatorCompetent Authority, and in accordance with the terms of the Custodian Depositary Agreement, the Custodian Depositary may be removed or retire and a new Custodian Depositary appointed in the manner specified in paragraph (b) below. 

 

25.2.     In the event of the Custodian Depositary desiring to retire or on being removed in accordance with paragraph (a) above, the Company shall with the prior approval of the Financial Regulator Competent Authority appoint a duly qualified corporation which is approved by the Financial Regulator Competent Authority to be the Custodian Depositary in place of the Custodian Depositary so retiring or being removed on or before the date on which such retirement or removal is to take effect.  In the event of the Custodian Depositary having given to the Company notice of its desire to retire or in the event of the Custodian Depositary being removed and no successor Custodian Depositary having been appointed within such period as may be agreed between the Company and the CustodianDepositary, the Custodian Depositary shall be entitled to require the Company to repurchase all the then issued shares of the Company or to convene an extraordinary general meeting to consider a resolution to wind up the Company.  Following such repurchase or the passing of any such resolution, the Company shall be wound up in accordance with the Companies Acts Act and these Articles.  The Custodian Depositary will remain in office until authorisation of the Company has been revoked by the Financial RegulatorCompetent Authority.

 

EQUALISATION PAYMENTS

 

26.        Equalisation Payments

 

26.1.     On any allotment or issue of any Shares of any class after the Initial Offer Period, if the Directors are operating an Equalisation Account in relation to the relevant Fund (but not otherwise), the Subscription Price in respect of each such share subscribed for should include an Equalisation Payment the same to be      repayable in whole or in part as is hereinafter provided.

 

26.2.     In the event of an Equalisation Account being operated in respect of any Fund, all Equalisation Payments received in accordance with paragraph (a) above, or deemed to have been received, shall be credited to the Equalisation Account in respect of the relevant Fund.  Any amounts paid by way of Equalisation Payment shall be returnable in whole or in part to the payer only in the events specified in paragraph (c) below and not otherwise.

 

26.3.     The Holder of a share on which an Equalisation Payment was paid or deemed to be paid on its issue shall be entitled to payment from the relevant Equalisation Account of a capital sum in the amount hereinafter provided on the payment of the first dividend thereon in respect of the same accounting period after the date of issue of such share but prior to any repurchase being made subsequent to the date of issue of such share.

 

26.4.     The capital sum payable pursuant to paragraph (c) above shall be an amount equal to the Equalisation Payment paid or deemed to be paid on the issue of such share or, if the Directors so think fit, a sum calculated by dividing the aggregate of all Equalisation Payments standing to the credit of the relevant Equalisation Account at the date to which the relevant dividend relates, by the number of shares in respect of which such capital sums are payable PROVIDED that in so doing such shares may be divided into two or more groups issued within different periods of time as may be selected by the Directors in any one accounting period and the capital sum payable on each share in each such group shall be a sum calculated by dividing the aggregate of all Equalisation Payments standing to the credit of the relevant Equalisation Account in respect of the shares of each such group by the number of shares in such group.  Provided further that in no circumstances shall the capital sum payable in respect of any one share pursuant to this paragraph exceed the amount of the dividend declared on such share.

 

26.5.     Any capital sums repaid to a Holder in accordance with the provisions of this Clause shall release the Company from any liability to repay to the Holder the Equalisation Payment paid, and such Holder shall accept any such capital sum in full and final satisfaction of any Equalisation Payment otherwise payable.

 

 

DEALINGS IN SHARES

 

27.        Dealings in shares

 

27.1.     Without prejudice as to the generality of these Articles,  the manager may purchase on any Dealing Day shares of any class at not less than the Subscription Price (in respect of a purchase from the Company) or the Repurchase Price (in respect of a purchase from a Holder) for shares of the class in question established as at the relevant Dealing Day.  Any amount payable by the manager in respect of the purchase of shares shall be paid not later than the relevant Settlement Date;

 

27.2.     The manager shall be entitled in the name and on behalf of any Holder whose shares are to be purchased by the manager to execute an instrument of transfer in respect of the shares.  The manager may be registered as a Holder in respect of such shares; and

 

27.3.     Any shares of any Fund acquired by the manager pursuant to the foregoing provisions and for the time being outstanding may be sold by the manager on the Dealing Day on which the manager acquired them or any subsequent Dealing Day in satisfaction of the whole or any part of any application for shares of the class in question.  Such sale shall be effected at any price not exceeding the aggregate of the Subscription Price of shares of the relevant class as at the Dealing Day for which such application is made as at the relevant day in the case of such application plus the preliminary charge (if any) to which the manager would be entitled under these Articles and the manager shall be entitled to retain for its own use and benefit all monies received by it on such sale; and

 

27.4.     Subject to the provisions of these Articles, the manager shall have the right on any Dealing Day, provided that the Company is notified on or prior to the Dealing Deadline for such Dealing Day, to surrender certificate(s) to the Company for cancellation of some or all of the shares represented thereby.  In respect of any such cancellation of shares, the manager shall be entitled to receive out of the relevant Fund an amount equal to the Repurchase Price that would be payable in respect of such shares if they were repurchased as at that Dealing Day pursuant to the provisions of these Articles.  Any amount payable to the manager on foot of such request for cancellation shall be payable not later than the relevant Settlement Date. The right of the manager to require cancellation of any share shall be suspended during any period when the right of holders of shares to require the repurchase of those shares is suspended pursuant to these Articles.

 

APPENDIX III

 

28.        Determination of Net Asset Value

 

28.1.     The Net Asset Value of any Fund (i.e. the value of the assets of a Fund having deducted the liabilities of that Fund therefrom) or any share shall be expressed in the currency in which the Fund or the shares are designated or in such other currency as the Directors may determine, from time to time, and shall be determined, in accordance with the valuation rules set out hereafter. 

 

28.2.     For the purposes of such valuation, Assets of the Company, shall be determined to include but are not limited to:-

 

28.2.1.  all cash in hand, on deposit, or on call including any interest accrued thereon as at the relevant Valuation Point and all accounts receivable, (ii) all bills, demand notes, certificates of deposit, and promissory notes, (iii) all bonds, shares, stock, securities, obligations, debentures, debenture stock, forward rate agreements, subscription rights, warrants, promissory notes, futures contracts, options, commodities, asset backed securities, mortgage backed securities, swap contracts, contracts for differences, fixed rate securities, variable and floating rate securities, securities in respect of which the return and/or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, (iv) all stock and cash dividends and cash distributions to be received by the Company and not yet received by it but declared to stockholders of record on a date on or before the relevant Valuation Point as at which the Net Asset Value is determined, (v) all interest accrued on or before the relevant Valuation Point on any interest-bearing securities owned by the Company except to the extent that the same is included or reflected in, the principal value of such security, (vi) all other Investments of the Company, (vii) the preliminary expenses incurred in establishing the Company which are payable by the Company and which may include the cost of issuing, distributing, marketing and promoting shares of the Company insofar as the same have not been written off and (viii) all other Assets of the Company of every kind and nature including prepaid expenses as valued and defined from time to time by the Directors.

 

28.3.     The Directors shall be entitled to determine in relation to any preliminary costs, charges, fees and expenses that the same may be amortised over such period as they think fit.

 

28.4.    

28.4.1.  The Assets of the Company and/or of any Fund may be valued at their amortised cost. Where an amortised cost valuation method is utilised, an Investment is valued at its cost of acquisition adjusted for amortisation of premium or accretions of discount rather than at current market value.  The amortised cost valuation method may only be used for Funds in accordance with the Financial Regulator's Competent Authority's Notices as amended from time to time.

 

(ii)         Where any Investment owned or contracted for by the Company is quoted, listed or dealt in on a Market the value thereof shall be the last traded price as at the relevant Valuation Point provided that if the last traded price is not available such investments will be valued at the latest mid-market price.  Where such Investment is quoted, listed or traded on or under the rules of more than one Market, the Directors shall, in their absolute discretion, select the Market, which in their opinion, constitutes the main Market for such investment for the foregoing purposes.

 

(iii)        The value of any Investment which is not quoted listed or traded in on a Market or of any Investment which is normally quoted, listed or traded in on a Market but in  respect of which no price is currently available or the current price of which does not in the opinion of the Directors, represent fair market value, the value thereof shall be the probable realisation value estimated with care and in good faith by the Directors or by a competent person appointed by the Directors, in each case approved, for such purpose, by the CustodianDepositary.  In determining the probable realisation value of any such Investment, the Directors may accept a certified valuation thereof provided by a competent independent person or in the absence of any independent person duly appointed by the Directors, the investment manager (notwithstanding that a conflict of interests arises because the investment manager/adviser has an interest in the valuation), who in each case shall have been approved by the Custodian Depositary to value the relevant securities.

 

(iv)         Cash and other liquid assets will be valued at their face value with interest accrued, where applicable unless in any case the Directors are of the opinion that the same is unlikely to be paid or received in full in which case the value thereof shall be arrived at after making such discount as the Directors may consider appropriate in such case to reflect the true value thereof as at the relevant Valuation Point.

 

                                                (v)         Certificates of deposit, treasury bills, bank acceptances, trade bills and other negotiable instruments shall each be valued at each Valuation Point at the last traded price on the Market on which these assets are traded or admitted for trading (being the Market which is the sole market or in the opinion of the Directors the principal market on which the assets in question are quoted or dealt in) plus any interest accrued thereon from the date on which same were acquired.

 

(vi)         Forward foreign exchange contracts which are dealt in on a Market shall be valued at by reference to the price at which a new forward contract of the same price and maturity could be undertaken at the relevant Valuation Point provided that if such price is not available, the value of any such forward foreign exchange contracts shall be the settlement price provided by the counterparty to such contracts at the Valuation Point for the relevant Dealing Day as provided by the Counterparty on a daily basis and verified on a weekly basis by a competent person (being independent from the counterparty), approved for such purpose by the CustodianDepositary. Valuation may also be made by reference to the price at which a new forward contract of the same size and maturity could be undertaken.

 

(vii)        The value of any off-exchange traded derivative contracts shall be the price sourced daily from an appropriate independent market data provider appointed by the Directors and approved by the CustodianDepositary. The Company will follow international best practice and adhere to the principles on valuation of OTC derivative contracts established by bodies such as IOSCO and AIMA.  The price sourced in this way will be reconciled and verified at least monthly by reference to the quotation for the same FDI, received from the counterparty to such OTC derivative contracts. Upon reconciliation of the independent source and that of the counterparty's, where significant differences arise, they will be fully and promptly investigated and explained. 

 

(viii)       The value of any exchange traded futures contracts, share price index futures contracts and options and other derivative contracts shall be the settlement price, as determined by the Market in question, as at the relevant Valuation Point, provided that where it is not the practice for the relevant Market to quote a settlement price or such settlement price is not available for any reason as at the relevant Valuation Point, such value shall be the probable realisation value thereof estimated with care and in good faith by the Directors or another competent person appointed by the Directors provided that the Directors or such other competent person have been approved for the purpose by the CustodianDepositary.

 

(ix)        The value of units or shares or other similar participation in any collective investment scheme, which provides for the units or shares or other similar participations therein to be redeemed at the option of the holder out of the assets of that undertaking, shall be the last available net asset value per unit or share or other similar participation after deduction of any repurchase charge as at the relevant Valuation Point or if bid and offer prices are published, the latest available bid price.

 

(x)        Notwithstanding the foregoing valuation rules, in the event of substantial or recurring net subscriptions, the Directors may adjust the Net Asset Value per Share to reflect the value of the Company's Investments using the lowest market dealing offer price as at the relevant Valuation Point in order to preserve the value of the shareholding of continuing Holders.  In the event of substantial or recurring net redemptions, the Directors may adjust the Net Asset Value per Share to reflect the value of the Company's Investments using the lowest market dealing bid price as at the relevant Valuation Point in order to preserve the value of the shareholding of continuing Holders.

 

(xi)        If in any case a particular value is not ascertainable as provided above or if the Directors shall consider that some other method of valuation better reflects the fair value of the relevant Investment, then in such case the method of valuation of the relevant Investment shall be such as the Directors in their absolute discretion shall determine, such method of valuation to be approved by the CustodianDepositary.

 

(xiv)       Notwithstanding the generality of the foregoing, the Directors may with the approval of the Custodian Depositary adjust the value of any such security if having regard to currency, applicable rate of interest, anticipated rate of dividend, maturity, marketability, liquidity and/or such other considerations as they may deem relevant, they consider that such adjustment is required to reflect the fair value thereof as at the relevant Valuation Point

 

(xii)       Any value expressed otherwise than in the base currency of the relevant Fund (whether of any investment or cash) and any non-base currency borrowing shall be converted into the base currency at the rate (whether official or otherwise) which the Custodian Depositary shall determine to be appropriate in the circumstances.

 

28.5.     Notwithstanding the foregoing, where at any Valuation Point any Asset of the Company has been realised or contracted to be realised there shall be included in the Assets of the Company in place of such Asset the net amount receivable by the Company in respect thereof, provided that if such amount is not then known exactly then its value shall be the net amount estimated by the Directors as receivable by the Company.  If the net amount receivable is not payable until some future time after the Valuation Point in question the Directors shall make such allowance as they consider appropriate to reflect the true current value thereof as at the relevant Valuation Point.

 

28.6.     For the purposes of this Appendix:-

 

28.6.1.  monies payable to the Company in respect of the allotment of shares shall be deemed to be an Asset of the Company as of the time at which such shares are deemed to be in issue in accordance with Clause 3(c) of Appendix II;

 

28.6.2.  monies payable by the Company as a result of the cancellation of allotments or on the compulsory repurchase or transfer of shares or on repurchase of shares shall be deemed to be a liability of the Company from the time at which such shares are deemed to cease to be in issue in accordance with Clause 3(c) or Clause 13(c) of Appendix II.

 

28.6.3.  monies due to be transferred as a result of an exchange of shares to another pursuant to an exchange notice shall be deemed to be a liability of the first class and an Asset of the new class immediately after the Valuation Point for the Dealing Day on which the Exchange Notice is received or deemed to be received in accordance with Clause 10 of Appendix II.

 

28.7.     Where the current price of an Investment is quoted ex any dividend (including stock dividend), interest or other rights to which the relevant Fund is entitled but such dividend, interest or the property to which such rights relate has not been received and is not taken into account under any other provisions of this Appendix III, the amount of such dividend, interest, property or cash shall be treated as an Asset of the relevant Fund.

 

28.8.     For the purposes of ascertaining or obtaining any price, quotation, rate or other value referred to in this Appendix III for use in determining the value of any Asset, the Directors shall be entitled to use the services of any recognised information or pricing service.

 

28.9.     Any valuations made pursuant hereto shall be binding on all persons.

 

28.10.   The liabilities of the Company and where the context so admits or requires any Fund shall be deemed without limitation to include:-

 

28.10.1. the costs of dealing in the Assets of the Company;

 

28.10.2.            interest incurred in effecting, or varying the terms of, borrowings;

 

28.10.3.            all administrative expenses payable and/or accrued;

 

28.10.4.            any costs incurred in respect of meetings of  Holders;

 

28.10.5.            costs incurred in respect of the establishment and maintenance of the Register;

 

28.10.6.            the audit fees and expenses of the Auditor;

 

28.10.7.            costs incurred in respect of the distribution of income to Holders;

 

28.10.8.            costs incurred in respect of the preparation and publication of prices of shares and of prospectuses, annual and interim reports and financial statements;

 

28.10.9. legal and other professional fees and expenses incurred in connection with the business of the Company;

 

28.10.10.           costs and expenses incurred in respect of the formation of the Company and the initial offer of shares in the Company which may be amortised over such period or periods as the Directors may determine;

 

28.10.11.           taxation and duty payable by the Company in respect of the Assets of the Company including any dealings in shares or Assets;

 

28.10.12.           costs and expenses incurred in modifying the Articles and in respect of any agreement entered into by or in relation to the Company from time to time.

 

28.10.13.           unless otherwise agreed fees, expenses and disbursements of the Custodian Depositary and any sub-custodians, the manager, the investment manager/adviser, the administrator, and any other appointees of the Company including where appropriate any performance fees payable;

 

28.10.14.           secretarial fees and all costs incurred by the Company in complying with statutory requirements imposed upon it;

 

28.10.15.           Directors' fees and expenses;

 

28.10.16.           any fees of any regulatory authority in a country or territory outside Ireland and, if applicable, any fees levied by the Financial RegulatorCompetent Authority;

 

28.10.17.           the fees and expenses including overheads, administrative costs, expenses and commissions incurred by any distributor appointed to market and distribute the shares;

 

28.10.18.           the fees and expenses of any paying agent or representative appointed in another jurisdiction in compliance with the law or other requirements of that jurisdiction;

 

28.10.19.           all costs and expenses (including copyright expenses) incurred in relation to the marketing and promotion of the Company and the sale of the shares;

 

28.10.20.           any amount payable under indemnity provisions contained in the Articles or any agreement with any appointee of the Company;

 

28.10.21.           all sums payable in respect of any policy of insurance taken out by the Company on behalf of the Directors in respect of directors' and officers' liability insurance cover;

 

28.10.22.           all known liabilities including the amount of any unpaid dividend declared upon the shares or for the payment of moneys and other outstanding payments on shares previously repurchased;

 

28.10.23.           legal and other professional fees and expenses incurred in any proceedings instituted or defended to enforce, protect, safeguard, defend or recover the rights or Assets of the Company.

 

28.10.24.           all other liabilities of the Company of whatsoever kind and nature including an appropriate provision for taxes (other than taxes taken into account as Duties and Charges) and contingent liabilities as determined by the Directors, from time to time.

 

28.11.   In determining the amount of such liabilities the Directors may calculate administrative and other expenses of a regular or recurring nature on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any such period.

 

28.12.   The Directors may at their discretion apply to the Net Asset Value of a Fund a sum representing a provision for Duties and Charges relating to the acquisition and disposal of Investments of the Fund.

 

28.13.   Subject to the provisions of these Articles and the requirements of the Financial RegulatorCompetent Authority, the Directors may determine that certain fees and expenses incurred by the Company and its Funds including, without limitation, formation costs and expenses and management/investment management fees and expenses (including any performance fee payable) will be charged to capital.

 

 

APPENDIX IV

MARKETS

29.        Markets

The markets and exchanges are set out below in accordance with the requirements of the Financial Regulator which does not issue a list of approved markets and exchanges. With the exception of permitted investments in unlisted securities, the Company will only invest in securities traded on a stock exchange or market which meets with the regulatory criteria (regulated, operates regularly, is recognised and open to the public) and which is listed in the Prospectus. The stock exchanges and/or markets to be listed in the Prospectus will be drawn from the following list:-

 

(i)     any stock exchange which is:

 

-           located in an EEA Member State; or

-           located in any of the following countries:-

 

Australia

            Canada

            Hong Kong

            Iceland

            Japan

                                    New Zealand

Norway

            Switzerland

                                    United States of America; or

 

 

(ii)                any stock exchange included in the following list:

 

Albania            -           Tirana Stock Exchange;

Algeria              -                       Algiers Stock Exchange;

Argentina          -           Buenos Aires Stock Exchange, Bolsas de Comercio de Cordoba, Mendoza, La Plata and Rosario, Mercados de Valores de Buenos Aires, Cordoba, Mendoza and Rosario;

Armenia            -           Armenian Stock Exchange;

Azerbaijan         -           Baku Stock Exchange;

Bahamas          -           Bahamas International Securities Exchange;

Bahrain                         -           Bahrain Stock Exchange;

Bangladesh                   -           Chittagong Stock Exchange and Dhaka Stock Exchange;

Barbados          -           Barbados Stock Exchange;

Belarus             -           Belarus Currency and Stock Exchange;

Bermuda           -           Bermuda Stock Exchange;

Bolivia               -                       Bolsa Boliviana de Valores, ;

Bosnia &

Herzegovina       -                       Banja Luka and Sarajevo Stock Exchange ;

Botswana          -           Botswana Stock Exchange;

Brazil                -           Bolsa de Valores de Sao Paulo, Bolsa de Valores de Brasilia, Bolsa de Valores de Bahia-Sergipe -Alagoas, Bolsa de Valores de Extremo Sul, Bolsa de Valores de Parana, Bolsa de Valores de Regional, Bolsa de Valores de Santos, Bolsa de Valores de Pernambuco e Paraiba and Bolsa de Valores de Rio de Janeiro;

Cape Verde       -           Cape Verde Stock Exchange;

Channel

Islands              -           Channel Islands Stock Exchange;

Cayman Islands -           Cayman Islands Stock Exchange;

Chile                 -                       Santiago Stock Exchange and Valparaiso Stock Exchange;

China                -           Shanghai Securities Exchange, Fujian Stock Exchange, Hainan Stock Exchange and Shenzhen Stock Exchange;

Colombia           -                       Bolsa de Valores de Colombia, Bolsas de Valores de Bogota, Medellin;

Costa Rica        -           Bolsa Nacional de Valores;

Croatia              -                       Zagreb Stock Exchange;

Cuba                 -           Havana Stock Exchange;

Dominican

Republic            -           Bolsa de Valores de la Republica Dominicana

Ecuador            -                       Quito Stock Exchange and Guayaquil Stock Exchange;

Egypt                -                       Cairo Stock Exchange and Alexandria Stock Exchange;

El Salvador        -                       El Salvador Stock Exchange;

Fiji                    -                       South Pacific Stock Exchange;

Georgia             -                       Georgia Stock Exchange

Ghana                                                   -           Ghana Stock Exchange;

Guatemala        -           Bolsa de Valores Nacional SA;

Honduras          -           Hondurian Stock Exchange, Bolsa Centroamericana de Valores;

            India                                         -           Mumbai Stock Exchange, Madras Stock Exchange, Delhi Stock Exchange, Ahmedabab Stock Exchange, Bangalore Stock Exchange, Cochin Stock Exchange, Guwa Stock Exchange, Magadh Stock Exchange, Pune Stock Exchange, Hyderabad Stock Exchange, Ludhiana Stock Exchange, Uttar Pradesh Stock Exchange, Calcutta Stock Exchange and the National Stock Exchange of India;

Indonesia                      -           Jakarta Stock Exchange and Surabaya Stock Exchange;

Iran                                           -           Tehran Stock Exchange

Israel                                        -           Tel Aviv Stock Exchange;

Ivory Coast        -           Bourse Regionale des Valeurs Mobilieres;

Jamaica            -           Jamaica Stock Exchange;

Jordan                                       -           Amman Stock Exchange;

Kazakhstan                   -           Kazakhstan Stock Exchange;

Kenya                                       -           Nairobi Stock Exchange;

Korea                                        -           Korea Stock Exchange;

Kuwait              -           Kuwait Stock Exchange;

Kyrgyzstan                    -           Kyrgyz Stock Exchange

Lebanon                        -           Bourse de Beyrouth;

Libya                                        -           Libyan Stock Market

Macedonia        -           Macedonian Stock Exchange;

Madagascar      -           Marché Interbancaire des Devises (MID)

Malawi                                      -           Malawi Stock Exchange; 

Malaysia                       -           Bursa Malaysia;

Mauritius                       -           Stock Exchange of Mauritius;

Mexico                                      -           Bolsa Mexicana de Valores;

Moldova            -           Moldova Stock Exchange;

Mongolia           -           Mongolian Stock Exchange;

Montenegro       -           Motenegro Stock Exchange;

Morocco                        -           Casablanca Stock Exchange;

Mozambique                  -           Maputo Stock Exchange;

Namibia                        -           Namibian Stock Exchange;

Nepal                                        -           Nepal Stock Exchange;

Nicaragua                      -           Bolsa de Valores de Nicaragua;

Nigeria                                      -           Nigerian Stock Exchange Lagos Stock Exchange, Kaduna Stock Exchange and Port Harcourt Stock Exchange;

Oman                                       -           Muscat Securities Market;

Pakistan                       -           Lahore, Karachi and Islamabad Stock Exchange;

Palestine           -           Palestine Securities Exchange; 

Panama            -           Bolsa de Valores de Panama;

Papua New

Guinea              -           Port Moresby Stock Exchange;

Paraguay          -           Bolsa de Valores y Productos de Asuncion;

Peru                                         -           Bolsa de Valores de Lima;

Philippines                    -           Philippine Stock Exchange;

Puerto Rico                   -           San Juan Stock Exchange

Qatar                                        -           Doha Stock Exchange;

Russia              -           RTS Stock Exchange, MICEX, Nizhny Novgorod Currency and Stock Exchange and Saint Petersburg Stock Exchange (The extent of a Fund's investment in Russia will be set out in the investment policy section of the relevant Supplement for that Fund.);

Saint Kitts

and Nevis          -           Eastern Caribbean Securities Stock Exchange

Saudi Arabia      -           Saudi Stock Exchange;

Serbia               -           Belgrade Stock Exchange;

Singapore                      -           Singapore Exchange;

South Africa                  -           JSE Securities Exchange;

Sudan               -           Khartoum Stock Exchange;

Swaziland                     -           Swaziland Stock Exchange;

Sri Lanka                      -           Colombo Stock Exchange;

Sudan                                       -           Khartoum Stock Exchange;

Swaziland                     -           Swaziland Stock Exchange;

Taiwan                                      -           Taiwan Stock Exchange, Gretai Securities Exchange;

Tanzania           -           Dar-es-Salaam Stock Exchange;

Thailand                        -           The Stock Exchange of Thailand;

Trinidad

& Tobago          -           The Trinidad & Tobago Stock Exchange;

Tunisia              -           Bourse de Tunis;

Turkey                                      -           Istanbul Stock Exchange;

Uganda             -           Uganda Securities Exchange;

Ukraine                         -           Ukrainian Stock Exchange;

United Arab

Emirates                       -           Abu Dhabi Securities Market, Dubai Financial Market, NASDAQ Dubai;

Uruguay                        -           Bolsa de Valores de Montevideo;

Uzbekistan                    -           Republican Stock Exchange;

Venezuela                     -           Bolsas de Valores de Caracas, Maracaibo;

Vietnam                        -           Vietnam Stock Exchange;

Zambia                          -           Lusaka Stock Exchange;

Zimbabwe          -           Zimbabwe Stock Exchange

 

 

(iii)     any of the following:

 

The market organised by the International Capital Market Association;

 

                                    The (i) market conducted by banks and other institutions regulated by the Financial Services Authority ("FSA") and subject to the Inter-Professional Conduct provisions of the FSA's Market Conduct Sourcebook; and (ii) market in non-investment products which is subject to the guidance contained in the "Non-Investment Products Code" drawn up by the participants in the London market, including the FSA and the Bank of England;

 

The market in U.S. government securities conducted by primary dealers regulated by the Federal Reserve Bank of New York and the US Securities and Exchange Commission;

 

The over-the-counter market in the United States conducted by primary and secondary dealers regulated by the Securities and Exchanges Commission and by the National Association of Securities Dealers (and by banking institutions regulated by the U.S.  Comptroller of the Currency, the Federal Reserve System or Federal Deposit Insurance Corporation);

 

NASDAQ;

 

The over-the-counter market in Japan regulated by the Securities Dealers Association of Japan.

 

The Over-the-Counter market in Canadian Government Bonds as regulated by the Investment Dealers Association of Canada.

 

The French market for "Titres de Creance Negotiable" (over-the-counter market in negotiable debt instruments).

 

AIM-the Alternative Investment Market in the UK regulated and operated by the London Stock Exchange.

 

In relation to any exchange traded financial derivative contract, any stock exchange on which such contract may be acquired or sold and which is regulated, operates regularly, is recognised and open to the public and which is (i) located in an EEA Member State, (ii) any stock exchange included in the following list:

 

            Australia                                               -           Australian Securities Exchange;

            Canada                                                 -           Canada's New Stock Exchange;

                                                                        -           Toronto Stock Exchange;

            Channel Islands (Guernsey & Jersey)      -           Channel Islands Stock Exchange;

            Hong Kong                                            -           Hong Kong Stock Exchange;

            New Zealand                                          -           New Zealand Stock Exchange;   

            Switzerland                                            -           SWX Swiss Exchange;

            United States of America                        -           Boston Stock Exchange;

                                                                        -           Chicago Stock Exchange;

                                                                        -           National Stock Exchange;

                                                                        -           New York Stock Exchange;

                                                                        -           Philadelphia Stock Exchange;

                                                                        -           United States Stock Exchange;

            Japan                                                    -           Japanese Stock Exchange;

 

 

 

The stock exchanges and regulated markets described above are set out herein in accordance with the requirements of the Financial Regulator which does not issue a list of approved markets.

 

 

________________________________________________________________

 

 

Names, Addresses and Descriptions of Subscribers

_________________________________________________________________

 

 

Goodbody Subscriber One Limited,                                                        

International Financial

Services Centre,

North Wall Quay,

Dublin 1.

 

Limited Liability Company

 

 

Goodbody Subscriber Two Limited,                                                         

International Financial

Services Centre,

North Wall Quay,

Dublin 1.

 

Limited Liability Company

 

 

Dated this         day of                           200

 

 

Witness to the above signatures:

 

International Financial Services Centre,

            North Wall Quay,

            Dublin 1.

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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