Source - RNS
RNS Number : 9440I
Blackfriars Developing Markets Fund
05 September 2016
 

NOTICE OF ANNUAL GENERAL MEETING

OF

BLACKFRIARS DEVELOPING MARKETS FUNDS PLC

(the Company)

 

 

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager or other professional adviser

If you have sold or transferred all of your shares in the BLACKFRIARS DEVELOPING MARKETS FUNDS PLC, please forward this document to the purchaser or transferee, or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible.

This document has not been reviewed by the Central Bank of Ireland.

Unless otherwise indicated, all capitalised terms in this Notice shall have the same meaning as described in the prospectus for the Company dated 2 February 2015 (the Prospectus).

 


 

BLACKFRIARS DEVELOPING MARKETS FUNDS PLC

(an umbrella fund with segregated liability between sub-funds)

25/28 North Wall Quay

Dublin 1

Ireland

5 September 2016

Dear Shareholder,

Introduction

We are writing to inform you that the annual general meeting (AGM) of the Shareholders of Blackfriars Developing Markets Funds plc (the Company) is to be convened and held on 29 September 2016 at 10 am at A&L Goodbody, IFSC, North Wall Quay, Dublin 1. We enclose notice of the AGM with a proxy form in order for you to cast your votes on the matters to be voted on at the AGM.

At the AGM you are asked to consider the following resolutions:

Ordinary Business

·      To receive the Annual Report and Audited Financial Statements of the Company for the year ended 31 December 2015.

·      To review the Company's affairs during the course of the year ended 31 December 2015.

·      To re-appoint Grant Thornton as the Auditors of the Company.

·      To authorise the Directors to fix the Auditors' remuneration.

·      To re-appoint Cormac Byrne as director of the Company.

·      To re-appoint Gariesh Sharma as director of the Company.

Special Business

1.         That clause 3 of the memorandum of association be amended to read as follows:

"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 referred to in regulation 68 of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as may be amended, supplemented or consolidated from time to time of capital raised from the public operating on the principle of risk spreading".

2.         To amend clause 4.12 of the memorandum of association by replacing the reference to "section 155 of the Companies Act 1963" with "the Companies Act 2014 (as may be amended)."

3.         That the Articles of Association of the Company contained in the document attached to the circular to Shareholders dated 5 September 2016 and marked "X" for identification purposes be and are hereby adopted as the Articles of Association of the Company in place of the existing Articles of Association of the Company (subject to any amendments as may be required by the Central Bank of Ireland).

Proposed changes to the Memorandum and Articles of Association of the Company

It is proposed that objects clause as set out in the memorandum of association (the Memorandum) will be amended to more accurately reflect the requirements of the Central Bank of Ireland. It is proposed that the references to the Companies Act 1963 be replaced with reference to the current Companies Act.

The primary purpose of the changes being proposed to the articles of association of the Company (the Articles) is to ensure that the Articles reflect and are aligned with (i) the Companies Act 2014; (ii) the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment Regulations) (the UCITS V Regulations); and (iii) the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 (the Central Bank UCITS Regulations). Certain other changes arise because of revisions to legislative and regulatory requirements affecting UCITS funds. For example, reporting (and possible withholding) requirements such as FATCA means the Company needs to have the ability, where necessary to compulsorily redeem the shareholding of a person/entity  which has not provided required representations to the Company.

A full overview of such amendments are set out in the marked-up Memorandum and Articles of Association attached to this Circular.  Copies of the existing and the proposed Memorandum and Articles of Association together with a mark up to show changes are available for inspection during normal business hours from the date of this circular up to and including the time of, and during, the AGM (and any adjourned meeting) at the registered office of the Company.

It should be noted that the proposed changes to the Memorandum and the Articles are subject to the approval of the Central Bank.

Updates to the Prospectus and increase in the Depositary Fee

Subject to the Shareholders approving the amendments to the Memorandum and Articles, the Prospectus shall be updated to reflect such amendments as part of the next Prospectus update which will be submitted to the Central Bank. In addition to these amendments, the Company will be updating the Prospectus to include prospectus updates required pursuant the UCITS V Regulations, the Central Bank UCITS Regulations and other legal and regulatory updates.

We wish to notify you that with effect from the date the amended Prospectus is noted by the Central Bank, the Depositary's minimum annual fee for depositary oversight, cash flow monitoring and reconciliation services shall increase to no more than €17,200.

Expected Timetable of Principal Events*

Date of this Circular                                                                    5 September 2016

Latest time and date for receipt of forms of proxy                          10 am on 27 September 2016

Annual General Meeting                                                             10 am on 29 September 2016

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

Shareholders' Approval

The changes to the Memorandum and Articles described above may not be made without the approval by special resolution of the Company shareholders.  The notice sets out the text of the resolutions to be proposed at the AGM.  The resolutions will be proposed as a special resolution, meaning that they cannot be passed unless it receives the support of a majority of at least 75% of the total number of votes cast for and against it.  If the resolution is passed by the requisite majority, it will be binding on all shareholders irrespective of how (or whether) they voted.

The other resolutions are proposed as ordinary resolutions, meaning that they cannot be passed unless it receives the support of a simple majority of the total number of votes cast for and against it.  If the resolution is passed by the requisite majority, it will be binding on all shareholders irrespective of how (or whether) they voted.

The quorum for the AGM is two persons entitled to vote upon the business to be transacted, each being a Shareholder (in person or by proxy) or a duly authorised representative of a corporate member.  If a quorum is not present within half an hour of the time appointed for the AGM, or if during the AGM 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 Company directors may determine.  If at an adjourned meeting the quorum is not present within half an hour from the time appointed for the meeting one person entitled to be counted in a quorum present at the meeting shall be a quorum.

Proxy Forms

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

Enquiries

            Copies of the existing and the proposed amended Memorandum and Articles together with a mark up to show the changes are available for inspection during normal business hours from the date of this circular up to and including the time of, and during the AGM (and any adjourned meeting) at the registered office of the Company at 25/28 North Wall Quay, Dublin 1.

Recommendation

The Directors are of the opinion that the passing of the proposed amendments to the Memorandum and the Articles are in the best interests of Shareholders as a whole and would recommend that you vote in favour of the resolutions set out in the attached notice of AGM.  We would be grateful of your support for this resolution either in presence at the AGM or by proxy. If you do not wish to attend the AGM, please complete the enclosed proxy and return it to us at any time before the AGM, as described above.

We thank you for your continuing support of the Company.

 

 

 

______________________

For and on behalf of

Blackfriars Developing Markets Funds plc

 



 

NOTICE OF ANNUAL GENERAL MEETING

of

BLACKFRIARS DEVLOPING MARKETS FUNDS PLC

(the "Company")

________________________________________________________________________________

 

NOTICE is hereby given that the Annual General Meeting of Blackfriars Developing Markets Fund plc will be held at the offices of A & L Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1, on 29 September 2016, at 10 am for the following purposes:

1          Appointment of a Chairman.

2          Quorum.

Ordinary Resolutions

1    To receive the Annual Report and Audited Financial Statements of the Company for the year ended 31 December 2015.

2    To review the Company's affairs during the course of the year ended 31 December 2015.

3    To re-appoint Grant Thornton as the Auditors of the Company.

4    To authorise the Directors to fix the Auditors' remuneration.

5    To re-appoint Cormac Byrne as director of the Company.

6    To re-appoint Gariesh Sharma as director of the Company.

Special Resolution

1.         That clause 3 of the memorandum of association be amended to read as follows:

"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 referred to in regulation 68 of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as may be amended, supplemented or consolidated from time to time of capital raised from the public operating on the principle of risk spreading".

2.         To amend clause 4.12 of the memorandum of association by replacing the reference to "section 155 of the Companies Act 1963" with "the Companies Act 2014 (as may be amended)"

3.         That the Articles of Association of the Company contained in the document attached to the circular to Shareholders dated 5 September 2016 and marked "X" for identification purposes be and are hereby adopted as the Articles of Association of the Company in place of the existing Articles of Association of the Company (subject to any amendments as may be required 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

 

 

Registered Office:

25/28 North Wall Quay

Dublin 1

Dated this 5 September 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.              

 

 

 

 

 

 

FORM OF PROXY

BLACKFRIARS DEVLOPING MARKETS FUNDS PLC  

(the "Company")

Please complete the below sections in BOLD TYPE

 

I/We*       


 

of



being a Shareholder/Shareholders* of the Company referred to above HEREBY APPOINT the Chair of the Meeting or Jacquie Verner or Stephanie Reidy or Chloe McCarthy or another authorised representative of Goodbody Secretarial Limited, the Secretary of the Company


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 at at the offices of A & L Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1, on 29 September 2016, at 10 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 receive the Annual Report and Audited Financial Statements of the Company for the year ended 31 December 2015.

 

[    ]

[      ]

[      ]

2.

To review the Company's affairs during the course of the year ended 31 December 2015.

 

[    ]

[      ]

[      ]

3.

To re-appoint Grant Thornton as the Auditors of the Company.

 

[    ]

[    ]

[    ]

4.

 

To authorise the Directors to fix the Auditors' remuneration.

[    ]

[    ]

[    ]

5.

To re-appoint Cormac Byrne as director of the Company.

 

[    ]

[    ]

[    ]

6.

To re-appoint Gariesh Sharma as director of the Company.

 

[    ]

[    ]

[    ]


Special Business




1.

That clause 3 of the memorandum of association be amended to read as follows:

"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 referred to in regulation 68 of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as may be amended, supplemented or consolidated from time to time of capital raised from the public operating on the principle of risk spreading".

 

[    ]

[    ]

[    ]

2.

To amend clause 4.12 of the memorandum of association by replacing the reference to "section 155 of the Companies Act 1963" with "the Companies Act 2014 (as may be amended)"

 

[    ]

[    ]

[    ]

3.

That the Articles of Association of the Company contained in the document attached to the circular to Shareholders dated 5 September 2016 and marked "X" for identification purposes be and are hereby adopted as the Articles of Association of the Company in place of the existing Articles of Association of the Company (subject to any amendments as may be required 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 proxies (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, Dublin 1, Ireland not less than 48 hours before the time appointed for holding the meeting by post or by fax at +353 (0) 1 649 2649 for the attention of Jacquie Verner.

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 2013ACT 2014

                                                   COMPANY LIMITED BY SHARES

CONSTITUTION

                                                   MEMORANDUM AND ARTICLES

                                                                         OF

                                                                ASSOCIATION

                                                                         OF

                BLACKFRIARS DEVELOPING MARKETS FUNDS PUBLIC LIMITED COMPANY

                                        AN UMBRELLA TYPE INVESTMENT COMPANY

WITH VARIABLE CAPITAL AND SEGREGATED LIABILITY BETWEEN FUNDS

 (As amended by a special resolution dated 13th June, 2002, as amended by a special resolution dated 22nd November, 2002, as amended by a special resolution dated 15th September, 2005, as amended by special resolution dated 16th May, 2008, as amended by special resolution dated 3rd June, 2010 as amended by a special resolution dated 30 June, 2014 and , as amended by a special resolution dated 17 December 2014 and as amended by special resolution dated [  ] 2016)

 

 

 

 

 

A & L Goodbody



 

COMPANIES ACTS, 1963 to 2013ACT 2014

 

                                                   COMPANY LIMITED BY SHARES

 

                                                 MEMORANDUM OF ASSOCIATION

                                                                         OF

BLACKFRIARS DEVELOPING MARKETS FUNDS PUBLIC LIMITED COMPANY WITH SEGREGATED LIABILITY BETWEEN FUNDS                                                 

                                                                                                                            

 

1.001.   The name of the Company is BLACKFRIARS DEVELOPING MARKETS FUNDS PUBLIC LIMITED COMPANY.

2.002.   The Company is a public limited company with segregated liability between Funds.

3.00The sole object for which the Company is established is 3.      The Company is a public limited company being an investment company with variable capital and having as its sole object the collective investment of capital raised from the public in transferable securities and/or other liquid financial assets referred to in Regulation 4(3) of The regulation 68 of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (Statutory Instrument S.I. No. 352 of 2011) as may be amended, supplemented or consolidated or substituted from time to time (the "Regulations") of any kind which operates of capital raised from the public operating on the principle of risk spreading.The Company may take any measures and carry out any operations which it may deem useful to the accomplishment and development of its purpose to the full extent permitted by the Regulations including the powers listed hereafter.

4.004.   For the purposes of achieving the sole object in Clause 3.00  above, the Company shall also have the following ancillary powers:

4.014.1 To carry on the business of an investment company and for that purpose to participate in unit trust schemes, mutual funds and collective investment schemes and to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any bank, financial institution or company wherever incorporated or carrying on business and debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world;

4.024.2 To acquire any such shares, stocks, debentures, debenture stock, bonds, notes, obligations, or securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise, and whether or not fully paid up, and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit;

4.034.3 To exercise and enforce all rights and powers conferred by or incidental to the ownership of any such shares, stocks, obligations or other securities;

4.044.4 To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any other company;

4.054.5 To establish or acquire any subsidiary or subsidiaries of the Company for the purposes of carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of Shares at a Shareholder's request exclusively on its or their behalf;

4.064.6 To capitalise any such subsidiary in any manner as the Directors of the Company may from time to time consider appropriate including by way of share capital , loan or otherwise;

4.074.7 To carry on the business of an investment company and to invest the funds of the Company in or upon or otherwise acquire hold and deal in securities and investments of every kind;

4.084.8 To make, draw, accept, endorse, issue, discount, and otherwise deal with promissory notes, bills of exchange, cheques, letters of credit, circular notes, and other mercantile instruments;

4.094.9 To acquire by purchase, exchange, lease, fee farm grant or otherwise, either for an estate in fee simple or for any lesser estate or other estate or interest, whether immediate or reversionary, and whether vested or contingent, any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or incumbrances which are essential for the direct pursuit of its business;

4.10      To facilitate and encourage the creation, issue or conversion of debentures, debenture stock, bonds, obligations, shares, stocks and securities;

4.11      To accumulate capital for any of the purposes of the Company, and to appropriate any of the Company's assets to specific purposes, either conditionally or unconditionally and to admit any class or section of those who have any dealings with the Company to any share in the profits thereof or in the profits of any particular branch of the Company's business, or to any other special rights, privileges, advantages or benefits;

4.12      To borrow and raise money in any manner and to secure with or without consideration the repayment of any money borrowed, raised, or owing by mortgage, charge, debenture, debenture stock, bond, standard security, lien or any other security of whatsoever nature upon the Company's property or assets (whether present or future) including its uncalled capital, and also by a similar mortgage, charge, debenture, debenture stock, bond, standard security, indemnity, lien or security of whatsoever nature to secure and guarantee the performance by the Company or any other company or person including (but without limitation) the holding company of the Company or any company which is a subsidiary of such holding company within in each case the meaning of Section 155 of the Companies Act, 1963 2014 (as may be amended), of any obligation or liability on it or which such person or company may undertake or which may become binding upon it or such person or company, and to secure any securities of the Company by a trust deed or other assurance;

4.13      To create, maintain, invest and deal with any reserve or sinking funds for redemption of obligations of the Company, or for depreciation of works or stock, or any other purpose of the Company;

4.14      To distribute either upon a distribution of assets or division of profits among the Members of the Company in kind any property of the Company, and in particular any shares, debentures or securities of other companies belonging to the Company or of which the Company may have the power of disposing;

4.15      To remunerate any person, firm or company rendering services to the Company;

4.16      To procure the Company to be registered or recognised in any foreign country, colony, dependency, municipality or place;

4.17      To pay all or any expenses of, incidental to or incurred in connection with the formation and incorporation of the Company and the raising of its share and loan capital, or to contract with any person or company to pay the same, and (subject in the case of Shares to the provisions of any statute for the time being in force) to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any Shares, debentures or securities of the Company;

4.18      To do all or any of the above things in any part of the world, and as principals, agents, contractors, trustees or otherwise, and either by or through trustees, agents, sub-contractors or otherwise and either alone or in partnership or conjunction with any person or company, and to contract for the carrying on of any operation connected with the Company's business by any person or company;

4.19      To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them;

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

4.21      Subject to the requirements of law, to convert to an Irish collective-asset management vehicle ("ICAV") and apply to the Central Bank, and/or such authority as may be required, to be registered as an ICAV by way of continuation.

And it is hereby declared that in the construction of this Clause the word "company" except where used in reference to this Company, shall be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in Ireland or elsewhere, and words denoting the singular number only shall include the plural number and vice versa and the intention is that the objects specified in each paragraph of this Clause shall, except where otherwise expressed in such paragraph, be in no way restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

5.005.   The liability of the Members is limited.

6.006.   The initial authorised share capital of the Company is 30,000 Management Shares of €1.25 each and 500,000,000 Participating Shares of no par value.

7.007.   This Memorandum of Association shall not be amended without the prior approval of the Central Bank.

ARTICLES OF ASSOCIATION

 

OF

 

BLACKFRIARS DEVELOPING MARKETS FUNDS

PUBLIC LIMITED COMPANY

 

INDEX

 

Article                                                                                                                              Page No.

No.

1.00 1........................................................................................................................ DEFINITIONS....... 87

2.00 2....................................................................................................................... PRELIMINARY..... 14

3.00 3........................ ADMINISTRATOR, CUSTODIAN DEPOSITARY AND INVESTMENT MANAGER..... 16

4.00 4................................................................................................................... SHARE CAPITAL....... 1817

5.00 5...................................................................................... CONSTITUTION OF THE COMPANY..... 19

6.00      6.................................................................................................... SHARE CERTIFICATES..... 20

7.00       7.............................................................................................................. DEALING DAYS..... 21

8.00   8......................................................................... ALLOTMENT OF PARTICIPATING SHARES....... 2221

9.00    9....................................................................................................... SUBSCRIPTION PRICE....... 2322

10.0010........................................................................................................ QUALIFIED HOLDERS....... 2423

11.0011...................................................................... REPURCHASE OF PARTICIPATING SHARES....... 2625

12.0012.............. REPURCHASE OF PARTICIPATING SHARES AT THE OPTION OF THE COMPANY....... 2928

13.0013......................................................................... SWITCHING OF PARTICIPATING SHARES....... 3029

14.0014............................................................................... CALCULATION OF NET ASSET VALUE....... 3231

15.0015.................................................................................................... VALUATION OF ASSETS....... 3432

16.0016................................................................... TRANSFER AND TRANSMISSION OF SHARES....... 3837

17.0017................................................................................... CALLS ON MANAGEMENT SHARES....... 4139

18.00 18............................................................................................... INVESTMENT OBJECTIVES....... 4240

19.0019......................................................................................................... GENERAL MEETINGS....... 4342

20.0020...................................................................................... NOTICE OF GENERAL MEETINGS....... 4442

21.0021........................................................................... PROCEEDINGS AT GENERAL MEETINGS....... 4543

22.0022.............................................................................................. VOTES OF SHAREHOLDERS....... 4744

23.0023....................................................................................................................... DIRECTORS....... 4846

24.0024................................................................................... TRANSACTIONS WITH DIRECTORS....... 5147

25.0025.................................................................................................. POWERS OF DIRECTORS....... 5349

26.0026...................................................................................................... BORROWING POWERS....... 5350

27.0027......................................................................................... PROCEEDINGS OF DIRECTORS....... 5450

28.0028.................................................................................................... MANAGING DIRECTORS....... 5652

29.0029....................................................................................................................... SECRETARY....... 5652

30.0030.......................................................................................................................... THE SEAL....... 5752

31.0031........................................................................................................................ DIVIDENDS....... 5753

32.0032........................................................................................................................ ACCOUNTS....... 6055

33.00         AUDIT.................................................................................................................................................................. 61

34.0033............................................................................................................................ NOTICES....... 6256

35.0034...................................................................................................................... WINDING UP....... 6357

36.0035........................................................................................................................ INDEMNITY....... 6558

37.0036........................................................................................ DESTRUCTION OF DOCUMENTS....... 6660

37.       SCHEMES OF RECONTSTRUCTION OR AMALGAMATION OR MERGER........................... 60

38.       UNTRACED SHAREHOLDERS.......................................................................................... 61

39.       OVERRIDING PROVISIONS............................................................................................. 61

40.       RESTRICTION ON MODIFICATIONS TO MEMORANDUM AND ARTICLES......................... 62

41.       SEGREGATION OF LIABILITY......................................................................................... 62

42.       CROSS INVESTMENT...................................................................................................... 62

 

 




COMPANIES ACTS, 1963 to 2013ACT 2014

 

COMPANY LIMITED BY SHARES

 

ARTICLES OF ASSOCIATION

 

of

 

BLACKFRIARS DEVELOPING MARKETS FUNDS PUBLIC LIMITED COMPANY

_____________________________

 

1.         1.00DEFINITIONS

1.1.       1.01In these presents the words standing in the first column of the table next hereinafter contained, shall bear the meanings set opposite to them respectively in the second column thereof if not inconsistent with the subject or context:

 

Words                                                   Meanings

Accounting Date                                     shall have the meaning as set out in the Prospectus.

Accounting Date                                     31 December in each year, the first Accounting Date to be 31 December, 2001 or such other date as the Directors may from time to time decide.

Accounting Period                                   A period ending on an Accounting Date and commencing (in the case of the first such period) from the date of the first issue of Shares or (in any other case) from the end of the last Accounting Period.

Act                                                       The Companies Acts, 1963 to 2013 Act 2014 and every modification, consolidation, re-enactment or amendment thereof for the time being in force.

Administrator                                          Any person, firm or corporation appointed and for the time being acting as administrator of the Company's affairs.

Administration Agreement                        Any agreement for the time being subsisting to which the Company and the Administrator are parties and relating to the appointment and duties of the Administrator, as the same may be modified or amended from time to time.

Anti-Dilution Levy                                   The adjustment by way of an addition or deduction (as appropriate) which the Directors may in their discretion make when calculating the Subscription Price and/or the Repurchase Price for Shares on any Dealing Day, or in accordance with market practice by way of a deduction from the subscription monies received or the repurchase proceeds payable for Shares on any Dealing Day, when there are net subscriptions and/or repurchases (as appropriate) to cover duties and charges and any other dealing costs and to preserve the value of the underlying assets of the Company as the Directors deem necessary.

 

Articles                                                 The Articles of Association of the Company.

Auditors                                                 The Auditors for the time being of the Company being persons qualified for appointment as auditors of an authorised investment company under the Notices.

Business Day                                         Such day or days as is or are specified in the Prospectus and/or supplement;.

Central Bank                                           The Central Bank of Ireland.

Central Bank UCITS Regulations              Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 and any guidance issued by the Central Bank.

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.

 

Custodian                                               Any corporation appointed and for the time being acting as custodian of all of the assets of the Company.

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, as the same may be modified or altered from time to time.

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

Dealing Day                                            Such day or days in each year as the Directors may from time to time determine for each Fund provided that:

                                                             (i)                in the event of any changes in the Dealing Day reasonable notice thereof shall be given by the Directors to each Participating Shareholder in the relevant Fund at such time and in such manner as the Custodian Depositary may approve;

(ii)               there shall be at least two Dealing Days in each Month; and

(iii)              the Net Asset Value of each Fund shall be determined by reference to the Valuation Point in respect of every Dealing Day for that Fund.

Dealing Deadline                                    Such day and time as may be specified from time to time by the Directors in relation to any class of Shares.

Depositary                                              Any corporation appointed and for the time being acting as depositary of all of the assets of the Company.

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, as the same may be modified or altered from time to time.

Directors                                                The Directors of the Company for the time being, or as the case may be, the Directors assembled as a board or committee of the board.

Dollar, Dollars, USD or $                          United States Dollar or United States Dollars.

Distributor                                              Any corporation appointed and for the time being acting as distributor of Shares for the Company.

Euro or  €                                               Refers to the unit single currency as defined in the regulations on the introduction of the Euro which came into force on January 1, 1999 the starting date of the third stage of European Monetary Union.

Fund                                                      Any sub-fund established by the Company from time to time with the consent of the Custodian Depositary and the prior approval of the Central Bank.

Hedged Currency Share Class                means a Currency Share Class whose denominated currency is hedged against the base currency of the Fund.

 

Hedged Share Class                              means a Participating Share Class in respect of which the Company may conduct currency and/or interest rate hedging transactions as specified in the Prospectus for the relevant Fund where the benefits and costs of such hedging transactions will accrue solely to shareholders of Participating Shares of such class, and which may be a Hedged Currency Share Class.

Investment or Investments                        Transferable securities or money market instruments as set out in the Regulations.

Investment Manager                                Any person, firm or corporation appointed and for the time being acting as investment manager of the Company in respect of each Fund.

Investment Management Agreement         Any agreement for the time being subsisting between the Company and an Investment Manager and relating to the appointment and duties of the said Investment Manager, as the same may be modified or altered from time to time.

In writing                                                Written, printed, lithographed, photographed, telexed, telefaxed or represented by any other substitute for writing or partly one and partly another.

Irish Stock Exchange                              The Irish Stock Exchange plc.

Management Share                                 A Management Share in the capital of the Company issued in accordance with these presents and with the rights provided for under these presents.

Member                                                 A Shareholder.

Minimum Holding             A holding of Participating Shares in the Company the value of which by reference to the Net Asset Value per Participating Share is not less than such amount as may be determined by the Directors from time to time in respect to a particular Fund or class.

Minimum Subscription                             The Minimum Subscription requirement on initial and subsequent applications for Participating Shares as may be determined by the Directors from time to time in respect to a particular Fund or class.

Month                                                    Calendar month.

Net Asset Value of the Company              The aggregate Net Asset Value of all the Funds of Participating Shares.

Net Asset Value per Participating             The amount determined as being the Net Asset Value

Share                                                     per Participating Share of a particular class or Fund for any particular Dealing Day pursuant to Article 14.00  of these presents.

Notices                                                  The Notices issued by the Central Bank from time to time.

Office                                                     The registered office of the Company.

Official Seal                                            A seal kept by the Company in accordance with the provisions of Section 3 of the Companies (Amendment) Act, 1977.;

Ordinary Resolution                                 A resolution of the Company or, where required under these Articles, of the Shareholders of a particular Fund or class of Participating Shares in general meeting passed by an absolute majority of the votes cast.

Organisational Expenses                         The organisational expenses incurred by the Company in the incorporation of the Company and the offer of Participating Shares in each Fund and may include, without limitation, any costs or expenses (whether incurred directly by the Company or not) incurred in connection with any subsequent application for a listing or quotation of any of the Participating Shares in the Company on any Recognised Exchange or any application for registration, authorisation or recognition of the Company in any foreign country, the preparation of all documents relating to the Company, marketing costs and the fees of all professionals relating to it.

Paid Up                                                  Shall include credited as paid up.

Participating Share                                  A Participating Share in the capital of the Company which may be designated in one or more classes with reference to one or more Funds, issued in accordance with these presents and with the rights provided for under these presents.

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 and includes, where the context permits any relevant supplement(s);.

Regulations                                           The European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as amended, consolidated or substituted from time to timeas amended by the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016, S.I. No. 143 of 2016, as may be amended from time to time.

Recognised Exchange                             a A stock exchange or market which is regulated, operates regularly is recognised and open to the public and is included in the Prospectus in accordance with the requirements of the Central Bank.

Repurchase Price                                   The price at which Participating Shares of a particular Fund shall be repurchased pursuant to these presents calculated in accordance with Article 11.0011.

Register                                                 The register in which are listed the names of Shareholders of the Company.

Registered Person                                 Registered person as defined in section 39 of the Act.

Seal                                                       The common seal of the Company.

Secretary                                               Any person, firm or corporation appointed by the Directors to perform any of the duties of the secretary of the Company.

Settlement Date                                      The latest date as may be determined by the Directors from time to time by which payment of the redemption proceeds must be made as disclosed in the Prospectus. The latest date will normally be ten Business Days after receipt of the completed repurchase documentation unless the calculation of net asset value has been suspended in accordance with the Articles.

Share                                                     A Management Share or a Participating Share in the capital of the Company.

Shareholder                                            A person who is registered as the holder of Shares in the Register for the time being kept by or on behalf of the Company.

Signed                                                   A signature, mark or representation of a signature, affixed by mechanical or other means.

Special Resolution                                  A special resolution of the Company or, where required under these Articles, the Shareholders of a Fund or class of Participating Share in general meeting passed in accordance with the Act.

Standing Repurchase and

Payment Instructions                             Instructions specifying a named numbered account at Payment Instructionsone bank to which the proceeds of the repurchase or sale of any Participating Shares are on the instruction of a Shareholder to be paidPaid.

Subscription Price                                  The price at which Participating Shares of a particular Fund shall be allotted pursuant to the provisions of these presents.

These presents                                       These Articles as from time to time altered, modified or added to in accordance with the Act and with the prior approval of the Central Bank.

Unhedged Currency Share Class              A Class of shares where typically, shares may be subscribed for and income payments 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 but in respect of which no hedging will be made (other than at the Fund portfolio level if applicable);

United States                                          The United States of America (including the States and the District of Columbia), its territories and its possessions and other areas subject to its jurisdiction.

U.S. Person                                           Shall have the same meaning as set out in the Prospectus as may be amended from time to time.

Valuation Point                                       Shall mean the point in time by reference to which the Net Asset Value of a Fund or class of Participating Shares is calculated provided that there shall be a corresponding Valuation Point for each Dealing Day.


Reference to enactments and to articles and sections of enactments shall include reference to any modifications or re-enactments thereof for the time being in force.

1.2.       1.02In these presents, unless there be something in the subject or context inconsistent with such construction:-

(a)              words importing the singular number shall include the plural number and vice versa;

(b)              words importing the masculine gender only shall include the feminine gender;

(c)              words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

(d)              the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative; and

                    (e)              all references to a time of day or night shall be to Irish time.

1.3.       1.03Where for the purposes of these presents or for any other purpose any amount in one currency is required to be converted into another currency the Directors may effect such conversion using such official rates as are quoted by such banks as the Directors may deem appropriate at the relevant time except where otherwise in these presents specifically provided.

2.         2.00PRELIMINARY

2.01              The regulations contained in Part 1 of Table A in the First Schedule to the Act shall not apply.

2.1.       2.02The business of the Company shall be commenced as soon after the incorporation of the Company as the Directors think fit.

2.2.       2.03The Organisational Expenses payable by the Company may in the accounts of the Company be carried forward and amortised in such manner and over such period as the Directors may determine and the Directors may at any time and from time to time determine to lengthen or shorten any such period.

2.3.       2.04Each Fund shall also bear the costs and expenses incurred in its operation including, without limitation, the following expenses or, where appropriate, its pro rata share thereof:-

(a)       all fees and expenses incurred in connection with the establishment of the Company;

(b)        all taxes including without limitation stamp duties which may be payable on the assets and income of or are otherwise chargeable to the Company;

(c)        all brokerage and bank charges including, without limitation, interest on borrowings incurred or payable in the course of the Company's business transactions;

(d)        all fees and expenses due to the Auditors, the legal advisers to the Company, the CustodianDepositary, the Investment Manager, any manager, the Distributor, the Company Secretary, the Administrator and their respective delegates and the fees and expenses of the Directors;

(e)        the remuneration and expenses of any paying agent or representative appointed in any jurisdiction in compliance with the law or other requirements of that jurisdiction;

(f)         the remuneration, commissions and expenses incurred or payable in the marketing, promotion and distribution of Shares including without limitation the costs and expenses of preparation and distribution of all marketing material and advertisements;

(g)        all fees and expenses connected with the preparation, publication and supply of information to Shareholders and the public, in particular, the cost of preparing translating, printing, distributing the prospectus and any supplements thereto, the annual audited report, the half-yearly reports and any other periodic reports and the calculation, publication and circulation of the Net Asset Value per Participating Share and of any notices given to Shareholders in whatever manner;

(h)        all fees and expenses incurred or payable in registering and maintaining a fund registered with any and all governmental and/or rating agencies and/or recognised exchanges in various countries and jurisdictions including, but not limited to, all translation expenses;

(i)         all fees and expenses incurred or payable in listing and in maintaining the listing of the Participating Shares on the Irish Stock Exchange (or other exchange to which Shares may be admitted);

(j)         any fees of any regulatory authority in a country or territory outside Ireland and, if applicable, any fees levied by the Central Bank;

(k)        regulatory, legal and other professional fees and expenses incurred in connection with the business of the Company including those incurred in connection with the termination of a sub-fund, merger, scheme of amalagamation or reconstruction, winding up and/or liquidation of the Company;

(l)         legal and other professional fees and expenses incurred in any proceedings instituted or defended to enforce, protect, safeguard, defend or recover the rights or property of the Company;

(m)       any amount payable under indemnity provisions contained in the Articles or any agreement with any service provider of the Company;

(n)        all sums payable in respect of any policy of insurance taken out by the Company including, without limitation, any policy in respect of directors' and officers' liability insurance cover; or

(o)        all other liabilities and contingent liabilities of the Company of whatsoever kind and all fees and expenses incurred in connection with the Company's operation and management including, without limitation, all company secretarial expenses and all Companies Registration Office filings and statutory fees;.

All recurring expenses will be charged against current income or against net realised and unrealised capital gains, and, if need be, against assets as the Directors may from time to time decide.

3.         3.00ADMINISTRATOR, CUSTODIAN DEPOSITARY AND INVESTMENT MANAGER

3.1.       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 discretion vested in him.

3.2.       3.01The Company shall The Company may appoint a person, firm or corporation , to act as Administrator of the Company's administrative affairs and the Directors may entrust to and confer upon the Administrator so appointed any of the powers, duties, discretions and/or functions exercisable by them as Directors, upon such terms and conditions including the right to remuneration payable by the Company and with such powers of delegation delegations and such restrictions as they may think fit.

3.3.       3.02The Company shall appoint a Custodian Depositary to be responsible for the safe custody of all the assets of the Company and to perform such other duties upon such terms as the Directors may from time to time (with the agreement of the CustodianDepositary) determine.

3.03              The Company may appoint a person, firm or corporation to act as Investment Manager for the purpose of managing the investment and reinvestment of the assets of the Company attributable to each Fund and to perform such other duties upon such terms as the Directors may from time to time (with the agreement of the said Investment Manager) determine.

3.4.       Without prejudice to the generality of the foregoing, the Directors may, with the prior approval of the Central Bank appoint a manager and in accordance with the requirements of the Central Bank 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, including to the capital thereof as disclosed in the Prospectus. The Investment Manager shall be a company appointed in accordance with the requirements of the Central Bank.

3.5.       3.04The Company may appoint a person, firm or corporation to act as Distributor for the purpose of marketing and distributing the Shares of the Company and to perform such other duties upon such terms and conditions including the right to remuneration payable by the Company as the Directors may from time to time (with the agreement of the said Distributors) determine.

3.05              Any contract or agreement entered into by the Company with any Custodian and any variations made after the issue of Participating Shares to any such contract or agreement then in force shall be subject to prior approval by the Central Bank and (other than the initial Custodian Agreement entered into by the Company in accordance with the provisions of Article 3.05 above) approval by Ordinary Resolution PROVIDED THAT no such approval by Ordinary Resolution shall be required if:-

 

(a)              the terms of any new agreement entered into on the appointment of a new Custodian do not differ to any material extent from those in force with the former Custodian on the termination of its appointment; or

 

                    (b)              the Company certifies that such variation does not prejudice the interests of the Participating Shareholders or any of them and does not relieve the Custodian from any responsibility to the Company.

 

3.6.       3.06The terms of appointment of any Custodian may authorise such Custodian to appoint (with powers of sub-delegation) The Depositary may pursuant to the Depositary Agreement, appoint sub-custodians, nominees, agents or delegates at the expense of the Custodian or otherwise as determined by the Custodian and the Directors provided always that any sub-custodian shall be appointed with the consent of the Company and provided further that the liability of the Custodian other delegates to perform in whole or in part any of its duties or exercise any of its discretions as a depositary.  For the avoidance of doubt the 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 safekeepingsafe-keeping.

3.7.       3.07The Administrator shall be a company appointed in accordance with the requirements of the Central Bank.

3.08              The Custodian shall be a company approved by the Central Bank and any Custodian Agreement shall be approved by the Central Bank.

3.09              The Investment Manager shall be a company appointed in accordance with the requirements of the Central Bank.

3.8.       3.10Subject to the prior approval of the Central Bank, 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 3.11 3.9 below. 

3.9.       In the event of the Custodian desiring to retire or the Company desiring to remove the Custodian from office the Directors shall use their best endeavours to find a corporation willing to act as custodian and having the qualifications mentioned in Article 3.08 to act as Custodian and upon so doing the Directors shall appoint such corporation to be Custodian in place of the former Custodian.  The Custodian may not retire or be removed from office until the Directors shall have found a corporation willing to act as Custodian and such corporation shall have been appointed Custodian in place of the former Custodian. Depositary desiring to retire or on being removed in accordance with paragraph 3.8 above, the Company shall with the prior approval of the Central Bank appoint a duly qualified corporation which is approved by the Central Bank to be the Depositary in place of the 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 Depositary having given to the Company notice of its desire to retire or in the event of the Depositary being removed and no successor Depositary having been appointed within such period as may be agreed between the Company and the Depositary, the Depositary shall be entitled to request 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 Act and these Articles.  The Depositary will remain in office until authorisation of the Company has been revoked by the Central Bank.

3.10.     Subject to the prior approval of the Central Bank and in accordance with the terms of any management agreement between the Company and the manager for the time being of the Company, the manager may retire or be removed and a new manager appointed by the Directors having regard to the interest of Shareholders.

3.11              If within a period of 120 days from the date on which the Custodian notifies the Company of its desire to retire in accordance with the terms of the Custodian Agreement or from the date on which the appointment of the Custodian is terminated by the Company in accordance with the terms of the Custodian Agreement, or from the date on which the Custodian ceases to be qualified under Article 3.08, no new Custodian shall have been appointed the Directors shall repurchase all of the Participating Shares in issue in accordance with the provisions of Article 12.00 hereof.  Following such repurchase of Participating Shares, the Secretary at the request of the Directors or the Custodian shall forthwith convene an Extraordinary General Meeting of the Company at which there shall be proposed a resolution to appoint a liquidator to wind up the Company in accordance with the provisions of Article 35.00 and revocation of the Company's authorisation shall be sought from the Central Bank.  The Custodian's appointment (in the event of its desire to retire or on being removed) will only terminate on revocation of authorisation by the Central Bank.

4.         4.00SHARE CAPITAL

4.1.       4.01The initial authorised capital of the Company is €37,500 divided into 30,000 Management Shares of €1.25 each and 500,000,000 Participating Shares of no par value.

4.2.       4.2The Company may, by ordinary resolution, alter its authorised capital by consolidating and dividing its share capital into shares of larger amount than its existing shares, by sub-dividing its shares into shares of smaller amount than that fixed in Article 4.014.1, or by cancelling any shares which, at the date of the ordinary resolution, in that behalf have not been taken, or agreed to be taken, by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

4.3.       4.03Management Shares shall only be issued at par value and shall be subject to requisition under Article 17.00  hereof.

4.4.       4.04The actual value of the paid up share capital in respect of each Fund (see Article 4.04 below) shall at all times be equal to the Net Asset Value of the relevant Fund  as determined in accordance with Article 14.00  hereof.  The actual value of the paid up share capital in respect of the Company shall at all times be equal to the Net Asset Value of the Company as determined in accordance with Article 14.00  hereof.

4.5.       4.5The Participating Shares shall be divided into such Fund as the Directors may from time to time determine.  Each Fund shall represent a separate portfolio of assets in the Company.  The Directors may however determine to issue one or more classes of Participating Shares in a Fund, in accordance with the requirements of the Central Bank, representing different currencies, charging structures or rights.  Unless otherwise determined by the Directors, each Fund will have a single base currency of account. 

4.6.       The Directors shall at the time of creation of such class determine if such class of Participating Shares shall be constituted as a Hedged Share Class and/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 Share Class shall accrue solely to the Shareholders of Participating Shares in such class and shall not form part of the assets of the relevant Fund or constitute a liability of the relevant Fund to which the share relates. Any hedging transaction relating to a Hedged Share Class shall be valued in accordance with the provisions of Article 15 and shall be clearly attributable to the specific Hedged Share Class. Notwithstanding the foregoing, no Hedged Share Class shall be leveraged as a result of share class currency hedging transactions unless permitted by the Central Bank and subject to the parameters set out in the Prospectus.

4.7.       4.6On or before the allotment of any Participating Shares, the Directors shall determine the Fund or class to which such Shares shall belong.  All monies payable in respect of a Participating Share (including without limitation, the subscription and repurchase monies and dividends in respect thereof) shall be paid in the currency in which the Participating Share is designated or in such other currency or currencies as the Directors may determine either generally or in relation to a particular Fund or class of Participating Share.

4.8.       4.07 The Directors may, subject to these Articles, allot or provisionally allot and issue Participating Shares in the Company on such terms and in such manner as they may think fit, provided that no warrants, rights or options entitling the holders thereof to purchase Participating Shares in the Company shall be issued. 

4.9.       4.08The Directors may delegate to any duly authorised Director or officer of the Company, or to any duly authorised person, the duties of accepting the subscription for, receiving payment for, and delivering, such new Participating Shares.

4.10.     4.09The 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 without assigning any reason therefore and if an application for shares is rejected, the Directors or their delegates may return the application monies or the balance thereof to the applicant, with or without interest at the Directors' discretion, and at such time, place and manner as the Directors may determine.

4.11.     4.10On any issue of Participating Shares, the Company may pay any brokerage or commissions.

4.12.     4.11No Except as required by law, no person shall be recognised by the Company as holding any Shares on 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 Shares Share or any interest in any fractional part of a Share or (except only as by these presents Articles or by law otherwise provide or as by law requiredprovided) any other right rights in respect of any Share,  except an absolute right of title thereto in the registered holder, or the bearer of a share warrant.to the entirety thereof in the Shareholder.  This shall not preclude the Company from requiring the Shareholders 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.

4.13.     4.12The Directors may from time to time issue fractions of sharesShares.  Notwithstanding anything contained in the Articles the holder of a fraction of a share Share may not exercise any voting rights in respect of such shareShare.

5.         5.00CONSTITUTION OF THE COMPANY

5.1.       5.01The Directors may from time to time, with the prior approval of the Central Bank, designate additional Funds and issue Participating Shares in such Funds. The Company is an umbrella type variable capital investment company and its constituent parts comprise separate Funds as determined by the Directors from time to time pursuant to Article 4.044.5.  The Directors may from time to time designate additional classes of Participating Shares in accordance with the requirements of the Central Bank and issue Participating Shares in such classes.  The Directors shall have the power to re-name the Company, a Fund or class or classes of Shares. The Directors shall also have the power subject to the approval of the Shareholders of the affected Fund or class to change the currency of a Fund or class of Shares.  All such powers shall be exercised in accordance with the requirements of the Central Bank NoticesUCITS Regulations and the Regulations.

5.2.       5.02The rights attached to any Fund or class may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three-fourths of the issued Shares of that Fund or class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of the Fund or class.

5.3.       5.03The rights conferred upon the holders of the Shares of any Fund or class shall not, unless otherwise expressly provided by the terms of the issue of the Shares of that Fund or class be deemed to be varied by any of the following:

        (a)            the creation, allotment or issue of  any further Shares ranking pari passu there within; or

        (b)            by liquidation of the Company or of any Fund and distribution of its assets to its members in accordance with their rights or the vesting of assets in trustees for its members in specie.

5.4.       5.04The assets and liabilities of the Company shall be allocated to each Fund in the following manner:

(a)              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 issue of Shares in each Fund shall be applied in the books and records of the Company to that Fund, and the assets and liabilities and income and expenditure attributable thereto shall be applied to such Fund subject to the provisions of this Article;

(b)              any asset derived from another asset of a Fund shall be applied in the books and records of the relevant Fund as the asset from which it was derived and on each valuation of an asset, the increase or diminution in value thereof shall be applied to the relevant Fund;

(c)              where the Company incurs a liability which relates to any asset of a particular Fund or to any action taken in connection with an asset of a particular Fund, such liability shall be allocated to the relevant Fund;

(d)              in the case where an asset or a liability of the Company cannot be considered as being attributable to a particular Fund, the Directors shall have the discretion to determine the basis upon which such asset or liability shall be allocated between the Funds and the Directors shall have power at any time and from time to time to vary such basis;

Provided that all liabilities of or attributable to a Fund shall be discharged solely out of the assets of that Fund and the costs of or attributable to a Fund shall not be applied in satisfaction of any liability incurred on behalf of or attributable to any other Fund.

6.         6.00 SHARE CERTIFICATES

6.1.       6.01A Shareholder in the Company shall have his title to Shares evidenced by having his name, address and the number, Fund and class (if any) of Shares held by him entered in the Register.

6.2.       6.02A Shareholder whose name appears in the Register shall be issued with a written notification confirming ownership of the number of Shares held by him and shall be entitled on written request to be issued with a share certificate or share certificates representing the number of Shares held by him.

6.3.       6.03The share certificates shall be issued on behalf of the Company under the signature of a Director whose signature may be reproduced mechanically and shall be Signed signed by the Custodian Depositary and the share warrants shall be issued on behalf of the Company under the Seal and shall be Signed signed by the CustodianDepositary.

6.4.       6.04The forms of share certificates shall be in such form as the Directors and the Custodian Depositary shall agree from time to time.

6.5.       6.05A Shareholder shall be entitled to surrender any or all of his share certificates and have issued in lieu thereof one or more other share certificates as appropriate representing in the aggregate a like number of Shares.

6.6.       6.06The Company shall from time to time decide the denomination in which Participating Shares of each Fund or class will be issued.  The Company shall also be entitled to charge Shareholders in respect of the cost of any exchange made between share certificates.

6.7.       6.07The Company shall not be bound to register more than four persons as the joint holders of any Share or Shares.  In the case of a Share held jointly by several persons, the Company shall not be bound to issue therefor more than one share certificate and delivery of a share certificate for a share Share to one of several joint holders shall be sufficient delivery to all.

6.8.       6.08If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new share certificate representing the same Shares may be issued to the Shareholder upon request subject to delivery up of the old share certificate or (if alleged to have been lost, stolen or destroyed) on compliance with such conditions as to evidence and indemnity and the payment of exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

6.9.       6.09No share certificates may be issued until the full Subscription Price has been paid to the Company.

7.         7.00   DEALING DAYS

7.1.       7.01All allotments and all issues of Participating Shares in any Fund, other than the initial allotment and issue of Participating Shares in that Fund, shall be effected or made on or with effect in respect to a Dealing Day for the relevant Fund.

7.2.       7.02  All repurchases of Participating Shares in any Fund shall be effected or made on or with effect in respect to a Dealing Day for the relevant Fund.

8.         8.00ALLOTMENT OF PARTICIPATING SHARES

8.1.       8.01 Subject as hereinafter provided, the Company may during the initial offer period for a Fund and thereafter on or with effect in respect to any Dealing Day on receipt by it of the following from an applicant for Participating Shares in the capital of the Company:-

(a)              an application for Participating Shares in the relevant Fund or class in such form as the Directors may from time to time determine; and

(b)              such declarations as to the applicant's status, residence and otherwise as the Directors may from time to time require;

allot or provisionally allot and issue such Participating Shares in that Fund or class at the Subscription Price for each such Participating Share determined in accordance with Articles 9.01 to 9.03 9.1 to 9.3 of these presents.  Applications for Participating Shares should be received by the Administrator or by the Distributor Company or its authorised agent(s) in accordance with the procedures set out in the prospectus within the time limits determined by the Directors as set out in the current prospectus issued by the Company.  The Directors reserve the right to close subscriptions to Shares of any class in a Fund for such period or periods as they may in their discretion determine.

8.2.       8.02Without prejudice to the provisions of Article 8.06 8.6 hereof, the allotment of Participating Shares shall (unless the Directors otherwise agree) be made on terms that (unless settlement has already been effected) the applicant shall effect settlement within such period and in such currency or currencies as the Directors may determine to be appropriate to receive subscriptions and in the manner required by the Directors and that in the event of late settlement the applicant may be required to compensate the Company for the amount of any loss arising as a result (as conclusively determined by the Directors) provided always that if the Directors receive payment for Participating Shares in a currency other than the denominated currency of the relevant Fund or class the Directors may convert or arrange for the conversion of such monies received into the denominated currency of the relevant Fund or class or such other currency as the Directors may deem appropriate in the circumstances at the rate (whether official or otherwise) which the Directors or their delegate deem appropriate in the circumstances.

8.3.       8.03The Directors shall not be bound but shall be entitled to await the arrival of cleared funds in settlement before proceeding to issue the Participating Shares.  Settlement for subscriptions should be received by the Administrator Company or its authorised agent(s) within the time limits determined by the Directors as set out in the current prospectus issued by the Company.

8.4.       8.04Subject to the discretion of the Directors, no allotment or issue of Participating Shares shall take place which does not meet the Minimum Subscription requirements.

8.5.       8.05The Company may (at the option of the Directors) satisfy any application for the issue of Participating Shares by procuring the transfer to the applicant of fully paid Participating Shares.  In such case, references in these presents to allotting and issuing Participating Shares shall where appropriate be taken as references to procuring the transfer of Participating Shares.

8.6.       8.06The allotment of Participating Shares may take place provisionally notwithstanding that cleared funds have not been received by the Company or its authorised agent, so long as the application referred to in sub-paragraph (a) of Article 8.01 8.1 hereof above has been received by the Company or its authorised agent PROVIDED THAT if the said funds have not been received within such period as the Directors may determine, such provisional allotment shall be cancelled and any loss or cost suffered by the Company as a result of such cancellation shall be borne by the relevant applicant.

9.         9.00SUBSCRIPTION PRICE

9.1.       9.01The time at which, the terms upon which, and the Subscription Price per Participating Share at which the initial offer or placing of Participating Shares in a class or Fund shall be made shall be determined by the Directors.

9.2.       9.02Any subsequent allotment or placing of a Participating Share in a Fund on any Dealing Day shall be made at a Subscription Price per Participating Share equal to the Net Asset Value per Participating Share in that Fund as determined in accordance with the provisions of Article 14.00  hereof plus a subscription fee of an amount not exceeding five per cent (5%) of the Net Asset Value per Participating Share.  Any subscription fee so levied shall be payable to the Investment Manager appointed by the Company in respect of the relevant Fund.  The Investment Manager reserves the right to pay all or any part of the initial charge to introducing intermediaries or agents or such other persons as the Investment Manager may determine in its absolute discretion.  The Investment Manager reserves the right to reduce or waive the subscription fee and may distinguish between applicants for Participating Shares accordingly.

9.3.       9.03Provided that the Directors shall be satisfied that the terms of any such exchange shall not be such as are likely to result in any material prejudice to existing Participating Shareholders, the Directors may on any Dealing Day allot Participating Shares in any Fund on terms providing for settlement to be made by the vesting in the Company of any Investments in which the monies of the relevant Fund may be invested under Article 18.00  and the investment policy of the Directors and in connection therewith the following provisions shall apply:-

(i)               no Participating Shares shall be issued until the Investments shall have been vested in the Custodian Depositary to the Custodian's Depositary's satisfaction;

(ii)              subject to the foregoing, any such exchange shall be effected on the terms (including provision for paying out of the Company's assets, the expenses of the exchange and any subscription fee and adjustment as specified in Articles 9.02 9.2 and 9.069.6) that the number of Participating Shares to be issued shall be that number which would have been issued for cash at the Subscription Price equal to the value of the Investments transferred;

(iii)             subject to the foregoing, the Investments to be transferred to the Company shall be valued on such basis as the Directors with the consent of the Custodian Depositary may decide so long as such value does not exceed the highest amount that would be obtained on the date of the exchange by applying the rules relating to valuation of Investments contained in Article 15.00; and

(iv)             the Custodian Depositary shall be satisfied that the terms of such exchange shall not be such as are likely to result in any prejudice to the existing Participating Shareholders.

9.4.       9.04No Participating Shares shall be allotted on a particular Dealing Day if the calculation of the Net Asset Value of the relevant Fund is temporarily suspended pursuant to Article 14.04 14.4 of these presents.

9.5.       9.05The number of Shares will be calculated to three decimal places or such higher or lower number of decimal places as the Directors may in this discretion from time to time determine.  Management Shares shall not carry any voting rights whilst Participating Shares are in issue.

9.6.       9.06In calculating the Subscription Price the Directors may, on any Dealing Day where there are net subscriptions, adjust the Subscription Price by adding an Anti-Dilution Levy to cover dealing costs and to preserve the value of the underlying assets of the relevant Fund.

9.7.       9.07Where 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 issue price for those shares, a fraction of a share Share may be allotted to the investor who shall be registered as the Shareholder of such a fraction provided that any holding of shares Shares is a multiple of not less than 1/10000 part of a share Share or such other fractional amount as the Directors may determine from time to time.  Rights, entitlements and benefits of a Shareholder of a share Share under the Articles are granted to a Shareholder 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 Share shall include a fraction of a share.  The Shareholder of a fraction of a share Share may not exercise any voting rights in respect of such shareShare

10.        10.00QUALIFIED HOLDERS

10.1.     10.01The Directors shall have the power (but shall not be under any duty) to impose such restrictions as they may think necessary or appropriate so that no Participating Shares in the Company are acquired or held by any person in breach of the law or regulations of any country or governmental authority including, without limitation, any applicable exchange control regulations or by a U.S. Person or by any person in circumstances giving rise to a liability of the Company or any Shareholder to taxation or withholding tax in any jurisdiction by virtue of such person's holding or beneficial ownership of Participating Shares or by virtue of such person's disposal, transfer or redemption of Participating Shares or the receipt of distributions in respect of them.

10.2.     10.02The Directors may upon an application for Participating Shares or at any other time and from time to time require such evidence to be furnished to them in connection with the matters stated in Article 10.01 10.1 as they shall in their discretion deem sufficient.

10.3.     10.03If a Shareholder becomes aware that he is holding or owning Participating Shares in contravention of any restrictions imposed by the Directors pursuant to Article 10.01 10.1 or otherwise in contravention of the laws or regulations of any country he shall forthwith in writing request the Company to redeem such Participating Shares in accordance with Article 11.00  of these Articles or shall transfer such Participating Shares to a person duly qualified to hold the same unless he has already received a notice under Article 10.0410.4.

10.4.     10.04If it shall come to the notice of the Directors or if the Directors shall have reason to believe that any Participating Shares are owned directly or beneficially by:-

(a)       any person in contravention of any restrictions imposed by the Directors pursuant to Article 10.0110.1;

(b)any U.S. Person or U.S. Persons;

(b)       any U.S. Person or U.S. Persons as defined herein or falling within the definition of "US Person" under FATCA or US Related Investor unless the Directors are satisfied in their sole discretion that the acquisition or holding of such shares (i) is permitted under an exemption available under the securities laws of the United States; and (ii) the relevant Fund and the Company continue to be entitled to an exemption from registration as an investment company under the securities laws of the US including the Investment Company Act and (iii) does not cause the Company or any manager or investment manager duly appointed thereto by the Company and/or the manager or investment manager's corporate group of companies to incur any adverse US taxation consequences or regulatory or legal  consequences;

(c)       any person whose holding of Participating Shares would result in legal, pecuniary, tax, regulatory or material disadvantge to the Company or its Shareholders;

(d)       any person whose holding of Shares would cause the Company to be required to comply with any registration or filing requirements in any jurisdiction with which it would not otherwsie be required to comply; or

(e)       any person or persons in circumstances (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) which in the opinion of the Directors might result in the Company or any Shareholder incurring any liability to taxation or  withholding tax or otherwise suffering pecuniary disadvantages which any or all of them might not otherwise have incurred or suffered, or otherwise in circumstances which the Directors in their sole discretion believe might be prejudicial to the interests of the Shareholders of the Company,;

(f)        any person who does not clear such money laundering checks or provide the required tax documentation or such supporting documentation as the Directors may determine or who has failed to furnish the Directors with such evidence and/or undertakings as they may require for the purpose of any restrictions imposed for compliance with any anti-money laundering provisions applicable to the Company; or

(g)       a person or entity who breached or falsified representations on subscription documents;

the Directors shall be entitled to (i) give notice (in such form as the Directors deem appropriate) to such person requiring him to (a) transfer such Participating Shares to a person who is qualified or entitled to own the same without contravening any restriction imposed by the Dirctors , or (b)  request in writing the redemption of such Participating Shares in accordance with Article 11.00  and/or (ii) appropriate, compulsorily redeem and/or cancel such number of Participating Shares held by such person as is required to discharge the amount of taxation or withholding tax arising as a result of the holding or beneficial ownership of Participating Shares by such person including any interest or penalties payable thereon.

10.5.     10.05If any person upon whom such a notice is served pursuant to Article 10.04 10.4 does not within 30 days after such notice has been served transfer such Participating Shares or request in writing the Company to redeem the Participating Shares he shall be deemed forthwith upon the expiration of 30 days to have requested the redemption of all Participating Shares the subject of such notice and if he has been issued with a certificate for his Participating Shares shall be bound to deliver the certificate to the Company forthwith and the Company shall be deemed to be appointed as his attorney and the Directors shall be entitled to appoint any person to sign on his behalf such documents as may be required for the purposes of the redemption.  The provisions of Article 11.00  shall apply to any such redemption as aforesaid and save that the deemed request to redeem the Participating Shares may not be withdrawn notwithstanding that the determination of the relevant Net Asset Value per Participating Share may have been suspended under Article 14.0414.4.

10.6.     10.06Any person or persons to whom Articles 10.0110.1, 10.03  10.3 and 10.04 10.4 herein apply shall indemnify the Company, the Directors, the Investment Manager and the Custodian Depositary and any Shareholder for any loss suffered by it or them as a result of such person or persons acquiring or holding Participating Shares in the Company.

11.        11.00REPURCHASE OF PARTICIPATING SHARES

11.1.     11.01As is more specifically described herein below, the Company has the power to repurchase its own outstanding fully paid Participating Shares of the relevant Fund and Management Shares on or with effect in respect to any Dealing Day for the relevant Fund in such denominations as the Directors may from time to time decide. Subject to the discretion of the Directors, any repurchase request which would result in a Shareholder holding less than the Minimum Holding will may be treated as a request to redeem the entire shareholding.

11.2.     11.02A Shareholder may at any time request the Company to repurchase all or any part of his Shares in the Company in such denomination as the Directors may from time to time decide on the relevant Dealing Day for that Fund or class, where appropriate, for the Management Shares.  Any such request shall be irrevocable unless otherwise approved in writing by the Company.

11.3.     11.03Requests for repurchase should be received by the Administrator or by any distributors appointed by the Company Company or its authorised agent(s) in accordance with the procedure set out in the prospectus within the time limits determined by the Directors as set out in the current prospectus issued by the Company.  A repurchase request shall not be processed until the Company has received a completed repurchase request and all other relevant documentation from the Shareholder.

 

11.4.     11.04  In the event of such request, the Company shall repurchase such Shares subject to any suspension of this repurchase obligation pursuant to Article 14.04 14.4 hereof.  Shares in the capital of the Company which are repurchased by the Company shall be cancelled.

11.5.     11.05The Participating Shareholder will be paid a price per Participating Share equal to the Net Asset Value per Participating Share as calculated in accordance with the provisions of Article 14.00  hereof less any repurchase charge of an amount not exceeding three per cent (3%) of the proceeds of redemption of the relevant Share or Shares.  Any redemption fee so levied shall be payable to the Investment Manager appointed by the Company in respect of the relevant Fund.  The Investment Manager reserves the right to pay all or any part of the initial charge to introducing intermediaries or agents or such other persons as the Investment Manager may determine in its absolute discretion.  The Investment Manager reserves the right to reduce or waive the redemption fee and may distinguish between applicants for Participating Shares accordingly.

11.6.     11.06The Management Shareholder will be paid a price per Management Share equal to the amount paid up on that Share.

11.7.     11.07The relevant Net Asset Value per Participating Share shall be the Net Asset Value per Participating Share calculated as at the relevant Valuation Point.

11.8.     11.08Any amount payable to a Participating Shareholder under this Article shall be paid in the denominated currency of the relevant Fund or class of Participating Shares or such other currency or currencies as the Directors shall have determined as appropriate.  The full repurchase proceeds will normally be dispatched within five (5) Business Days after the Dealing Day on which the repurchase is effected or, if later, five (5) Business Days after the Business Day on which the correct original documentation is received, either by cheque or by telegraphic transfer to the bank account designated by the Shareholderbe dispatched by the Settlement Date.

11.9.     11.09Any request for repurchase of Participating Shares shall not be valid and effective unless, in the case of Participating Shares for which a certificate has been issued, the certificate or certificates for such Participating Shares in proper form with the stub, if any, accompanies such request or duly endorsed or written confirmation from the Participating Shareholder (if relevant) accompanies such request.

11.10.   11.10On repurchase of part only of the Participating Shares comprised in any certificate the Directors shall procure that a balance certificate be issued for the balance of such Participating Shares free of charge.

11.11.   11.11Where a certificate has been issued the Directors may at their option dispense with the production of any certificate which shall have become lost or destroyed upon compliance by the holder of Participating Shares to be repurchased with the like requirements to those applying in the case of an application by him for replacement of a lost or destroyed certificate under Article 6.00  hereof.

11.12.   11.12Subject as is hereinafter provided and as provided in Article 11.0211.2, a Participating Shareholder shall not be entitled to withdraw a request for repurchase duly given in accordance with this Article.

11.13.   11.13  If the number of Participating Shares of a particular Fund falling to be repurchased on any Dealing Day is equal to ten per cent. or more of the total number of Participating Shares in issue in that particular Fund on that day then the Directors may in their discretion refuse to repurchase any Participating Shares in excess of ten per cent. of the total number of Participating Shares in issue in that Fund as aforesaid and, if they so refuse, the requests for repurchase on such Dealing Day shall be reduced rateably and the Participating Shares to which each request relates which are not repurchased by reason of such refusal shall be treated as if a request for repurchase had been made in respect of each subsequent Dealing Day until all the Participating Shares to which the original request related have been repurchased.  Requests for repurchase which have been carried forward from an earlier Dealing Day shall (subject always to the foregoing limits) be complied with in priority to later requests.

11.14.   11.14  If the number of Participating Shares of a particular Fund falling to be repurchased on any Dealing Day is equal to five percent or more of the total number of Participating Shares in issue in that particular Fund on that Dealing Day then the Company may, at the discretion of the Directors and with the consent of the relevant Participating Shareholders, satisfy any application for repurchase of Participating Shares in whole or in part by the transfer to those Participating Shareholders of assets of the relevant Fund in specie to which the following provisions shall apply. Subject as hereinafter provided, the Company shall transfer to each Participating Shareholder that proportion of the assets of the relevant Fund which is then equivalent in value to the shareholding of the Participating Shareholders less any assets or cash having a value sufficient to discharge any liabilities to taxation or withholding tax as a result of the redeeming Shareholder's holding or beneficial ownership of Shares including interest or penalties payable thereon. Any such Shareholder shall be entitled to request the sale of any asset or asset proposed to be so distributed and the distribution to such Shareholder of the cash proceeds of sale. The costs of such sale shall be borne by the relevant Shareholder.  The nature of the assets and the type of assets to be transferred to each Participating Shareholder shall be determined by the Directors on such basis as the Directors in their sole discretion shall deem equitable and not prejudicial to the interests of the remaining Participating Shareholders holding Participating Shares in that Fund, and for the foregoing purposes the value of assets shall be determined on the same basis as used in calculating the Repurchase Price of the Participating Shares being so repurchased. The relevant Participating Shareholder may elect instead for the sale of the relevant assets proposed to be transferred and the receipt of the net proceeds of sale in respect thereof. In each case the allocation of Assets to the Participating Shareholder will be subject to the approval of the CustodianDepositary.

11.15.   11.15If the determination of the Net Asset Value of any Fund is suspended beyond the day on which it would normally occur by reason of a declaration or notice by the Directors pursuant to Article 14.04 14.4 hereof the right of the Participating Shareholder to have his Participating Shares repurchased pursuant to this Article shall be similarly suspended and during the period of suspension he may withdraw the request for repurchase of his Participating Shares (if any).  Any withdrawal of a request for repurchase under the provisions of this Article shall be made in writing and shall only be effective if actually received by the Company or its duly authorised agent before termination of the suspension.  If the request is not withdrawn the repurchase of the Participating Shares shall be made on or with effect on the Dealing Day next following the end of the suspension.

11.16.   11.16In calculating the Repurchase Price the Directors may, on any Dealing Day where there are net repurchases, adjust the Repurchase Price by deducting an Anti-Dilution Levy to cover dealing costs and to preserve the value of the underlying assets of the relevant Fund.

12.        12.00REPURCHASE OF PARTICIPATING SHARES AT THE OPTION OF THE COMPANY

12.1.     12.01The Company may by not less than four nor more than twelve weeks' notice (expiring on a Dealing Day) to Participating Shareholders in the Company, repurchase at the Repurchase Price on such Dealing Day, all of the Participating Shares in any Fund or all Funds not previously repurchased in the following instances:-

12.1.1.      -If the Company is no longer an authorised UCITS;

12.1.2.      -If any law is passed which renders it illegal, or in the reasonable opinion of the Directors it is impracticable or inadvisable, to continue the Company or any Fund;  

-           If within a period of 120 days from the date on which the Custodian notifies the Company of its desire to retire in accordance with the terms of the Custodian Agreement or from the date on which the appointment of the Custodian is terminated by the Company in accordance with the Custodian Agreement, or from the date which the Custodian ceases to be approved by the Central Bank no new Custodian has been appointed by the Central Bank; or

12.1.3.      If such termination is provided for in the Prospectus;

12.1.4.      If there is a change in material aspects of the business or in the economic or political situation relating to a Fund which the Directors consider would have material adverse consequences on the Shareholders and/or the Investments of the Fund; or

12.1.5.      - If the Directors consider it to be in the best interest of the Participating Shareholders.

12.2.     12.02If Participating Shares in a particular Fund are to be repurchased as aforesaid the Directors may, with the sanction of a Special Resolution, divide amongst the Participating Shareholders in specie all or part of the assets of the relevant Fund according to the number of the Participating Shares then held by each Participating Shareholder in the relevant Fund in accordance with Article 14.00  hereof.  Any such Shareholder shall be entitled to request the sale of any asset or assets proposed to be so distributed and the distribution to such Shareholder of the cash proceeds of sale.  The costs of such sale shall be borne by the relevant Shareholder provided that the Directors may retain from a distribution of assets or payment to a Shareholder such investments or cash and/or appropriate and/or cancel such number of Participating Shares held by such Shareholder as have a value sufficient to discharge any liability to taxation or withholding tax arising as a result of such Shareholder's holding or beneficial ownership of Participating Shares including any interest or penalties payable thereon.

12.3.     12.03If the Participating Shares are to be repurchased as aforesaid and the whole or any part of the business or property of the relevant Fund or any of the assets of the Company are proposed to be transferred or sold to another company (hereinafter called "the Transferee") the Directors may, with the sanction of a Special Resolution conferring either a general authority on the Directors or an authority in respect of any particular arrangement, receive in compensation or part compensation for such transfer or sale shares, units, policies or other like interests or property in or of the Transferee for distribution among the said Participating Shareholders, or may enter into any other arrangement whereby the said Participating Shareholders may in lieu of receiving cash or property or in addition thereto participate in the profits of or receive any other benefit from the Transferee PROVIDED THAT each Participating Shareholder may elect to have their Shares repurchased in accordance with the provisions of these Articles.

13.        13.00SWITCHING OF PARTICIPATING SHARES

13.01            Subject as hereinafter provided and to any restrictions imposed pursuant to these presents a Participating Shareholder of any class or Fund (the "Original class/Fund") shall have the right from time to time to switch all or any portion of such Shares ("Switching") (having a value at the time of Switching of not less than such amount as may be determined by the Directors from time to time and set out in the prospectus of the Company) into Participating Shares of another class/Fund (the "New class/Fund") either existing or agreed to be brought into existence as provided herein. Such a switch shall be free of charge (in the case of switching between classes with the same currency of denomination, whether in the same or a different Fund). A charge equivalent to the cost of effecting any necessary foreign exchange transaction will be made to a Shareholder switching between classes with different currency denominations (whether in the same or a different Fund). 

13.02            Requests for Switching should be received by the Administrator or the Distributor within the time limits determined by the Directors as set out in the current prospectus issued by the Company.  Switching request shall not be processed until the Company has received a completed Switching request and all other relevant documentation from the Participating Shareholder.

13.03            The Applicant shall not without the consent of the Directors be entitled to withdraw a Switching request duly made in accordance with this Article except in any circumstances in which he would be entitled to withdraw a request for repurchase of Participating Shares, and any such withdrawal shall only be effective if made in compliance with the provisions of these presents relating to repurchase.

13.04            Switching of the Participating Shares of the Original class/Fund comprised in the Switching request shall be effected in such manner permitted by the Notices and these presents and, without prejudice to the generality of the foregoing, may be effected by the repurchase of such Participating Shares of the Original class/Fund (save that the repurchase monies shall not be released to the Applicant) and the allotment and issue of Participating Shares of the New class/Fund.  Such repurchase and allotment shall take place on the Dealing Day for the Original class/Fund referred to in Article 13.03.

13.1.     Unless otherwise determined by the Directors and subject to the provisions of the Act, these Articles, any provisions set out in the Prospectus and as hereinafter provided a Shareholder holding Participating Shares in any class in a Fund (the "Old Class") on any Dealing Day shall have the right from time to time to exchange all or any of such Participating Shares for Participating Shares in another Class in the same Fund or another Fund (the "New Class") (such class being either an existing class or a class agreed by the Directors to be brought into existence with effect from that Dealing Day) provided that all criteria for applying for the new shares have been met (including being entitled to the same tax treatments/benefits under taxation treaties as the Participating Shareholders in the New Class on the following terms:

13.1.1.      The Participating Shareholder 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.

13.1.2.      The exchange of the shares specified in the Exchange Notice pursuant to this article 13 shall occur on a Dealing Day for the Old 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 Participating Shareholder 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 and a Participating Shareholder's entitlement to shares as recorded in the Register shall be altered accordingly with effect from that Dealing Day.

13.2.     Exchange of the shares of the Old Class specified in the Exchange Notice shall be effected in the following manner, that is to say:

13.2.1.      such shares of the Old Class shall be repurchased by the issue of shares of the New Class;

13.2.2.      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

13.2.3.      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 13.3 below;

Provided always that the right of a Participating Shareholder to exchange his shares in the Old Class for shares in the New Class conferred by this clause 13 shall be conditional upon the Company having sufficient available share capital to enable the exchange to be implemented as aforesaid.

13.3.     The Directors shall determine the number of shares of the New Class to be issued on switching shares of the Old Class in accordance with the following formula:

13.05The number of Participating Shares of the New class/Fund to be allotted and issued on Switching shall be determined by the Directors or their delegate in accordance (or as nearly as may be in accordance) with This is described by the following formula:

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

             IP

SP 

 

where:-

S R       =          the number of Participating Shares of the New class/Fund that will be allottedshares of the Old Class to be exchanged;

R S       =          the number of Participating Shares of the Original class/Fund to be switched;shares of the New Class to be issued;

RP=the Repurchase Price of a Participating Share of the Original class/Fund calculated RP            =          the redemption price per share of the Old Class as at the Valuation Point for the relevant Dealing Day;

ERER   =          in the case of exchange of shares designated in the same base currency is 1. In any other case, it is the currency conversion factor (if any) determined by the Directors as at at the Valuation Point for the relevant Dealing Day as representing the effective rate of exchange applicable to the transfer of assets between the Original class/Fund and the New class/Fund relating to the Old and New classes of shares after adjusting such rate as may be necessary to reflect the effective cost of making such reinvestment;costs of making such transfer;

EC        =          the exchange charge and/or any other applicable charges (if any); and

IP         =          the Issue Price per share of the New Class as at the Valuation Point for the applicable Dealing Day.

Where there is an exchange of shares, shares of the New Class will be allotted and issued in respect of and in proportion to the shares of the Old Class in the proportion S to R.

The Directors may adjust the foregoing formula to take account of settlement periods for base currencies of the Old Class and the New Class and may at their discretion make provision for income or deemed income on the shares of the Old Class during the settlement period.

13.4.     On any exchange of shares pursuant to this Clause 13, the Directors may add to the Subscription Price 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 Participating Shares of such class and such amount shall not exceed 3% of the Repurchase Price of Participating Shares in the Old Class to be issued calculated as at the relevant Valuation Point for the Dealing Day on which the switch is effected.

13.5.     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 Holding for the New Class.  The Directors may refuse to give effect to any Exchange Notice if to do so would cause the relevant Shareholder's holding in the Old Class to fall below the Minimum Shareholding specified for that class.

13.6.     Participating Shares in a Class may not be exchanged for Participating 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 14 hereof.  Applicants will be notified of such suspension at the time of application and any request for the switching 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.

13.7.     The Company may charge an applicant for any costs or expenses incurred in respect of any currency transaction which may be required in respect of an exchange of shares.

SP=      the Subscription Price of a Participating Share of the New class/Fund calculated for the relevant Dealing Day.

13.06       Upon Switching the Directors shall cause the appropriate amount or value of assets to be transferred from the constituent part attributable to the Participating Shares of the Original class/Fund to that attributable to the Participating Shares of the New class/Fund.

13.07       Where a share certificate has been issued, no Switching will be effected pursuant to this Article and no certificate in respect of the Participating Shares of the New class/Fund so allotted shall be issued until the Directors receive at the Office the certificate or certificates in proper form with the stub (if any) attached representing the relevant number of Participating Shares of the Original Class/Fund so switched or to be switched together with the relevant Switching request.  Where no share certificate has been issued, the appropriate Shareholder Number and details must be provided with the Switching request.

13.08       On Switching of the whole or part only of the Participating Shares comprised in a certificate, the Directors shall procure on receipt of a duly endorsed certificate or certificates for the Participating Shares to be converted, a new certificate, and, in the case of a Switching of part only of the Participating Shares comprised in a certificate, a balance certificate to be issued free of charge in respect of the Participating Shares of the New class/Fund and the Original class/Fund (if any) to be sent to the holder of such Participating Shares or as he shall direct.

13.09       The number of Participating Shares of the New class/Fund will be calculated to three decimal places or such higher or lower number of decimal places as the Directors may from time to time determine.  Fractional Participating Shares shall not carry any voting rights.

14.        14.00CALCULATION OF NET ASSET VALUE

14.1.     14.01The Directors shall in respect of each Dealing Day calculate the Net Asset Value of each Fund and class of Participating Shares in accordance with the following provisions.

14.2.     14.02The Net Asset Value of each Fund shall be calculated as at each Valuation Point by deducting the liabilities of the relevant Fund calculated pursuant to Article 15.01 15.1 hereof from the value of the assets of the relevant Fund calculated pursuant to Article 15.01 15.1 as at the Valuation Point.

14.3.     14.03The Net Asset Value per Participating Share shall be calculated as at any Valuation Point by dividing the Net Asset Value of the relevant Fund or class by the number of Participating Shares in issue in that Fund or class at the relevant Valuation Point and rounding the result to two decimal places provided that in calculating such number of Participating Shares in issue:-

(i)              every Participating Share agreed to be issued by the Directors shall be deemed to be in issue; and

(ii)              where notice of a reduction of the Participating share capital by cancellation of Participating Shares has been given by the Directors to the Custodian Depositary but such cancellation has not been completed, the Participating Shares to be cancelled shall be deemed not to be in issue.

14.4.     14.04The Directors may, with the consent of the CustodianDepositary, at any time and from time to time temporarily suspend the calculation of the Net Asset Value of a Fund and the issue, repurchase and conversion of Participating Shares, in any of the following instances:

-                any period when any of the principal markets on which a substantial portion of the investments of the Fund from time to time are quoted is closed otherwise than the ordinary holidays, or during which dealings therein are restricted or suspended;

-                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 material portion of investments of the Fund is not reasonably practicable without this being seriously detrimental to the interests of Shareholders of the Fund or if, in the opinion of the Directors, redemption prices cannot fairly be calculated;

-                any breakdown in the means of communication normally employed in determining the price of a substantial portion of investments or the current prices on any market or stock exchange of the Fund;

-                any period when the Directors are unable to repatriate funds for the purpose of making payments on the redemption of Shares and during which any transfer of funds involved in the realisation and acquisition a substantial portion of Investments or payments due in redemption or such Shares cannot, in the opinion of the Directors, be effected at normal rates of exchange; or

-                any period when in the opinion of the Directors, it is considered that a suspension would be equitable for the majority of the Shareholders and/or when events beyond the control of the Directors gives rise to the Directors having cause to believe that any calculations of the Net Asset Value per Share may be materially misstated;

14.5.     14.05Notice of any such suspension and notice of the termination of any such suspension shall be published by the Company in such manner as the Directors may deem appropriate to the persons likely to be affected thereby and notified immediately to the Central Bank and the Irish Stock Exchange.

14.6.     14.06Where more than one class of Participating Shares are in issue in respect of a single Fund, the Net Asset Value of the relevant Fund shall be calculated in accordance with the provisions of Articles 5.00, 14.00  and 15.00  as if such Fund represented a single class of Participating Shares.  The Net Asset Value of the relevant Fund so calculated shall be allocated between each of the relevant classes of Participating Shares to which the Fund relates in accordance with the respective values in the base currency of the Fund as at the Valuation Point.  Where different entitlements, costs or liabilities apply in respect of the different classes, these are applied separately to the Net Asset Value allocated to the relevant class.  The portion of the Net Asset Value attributable to each class shall then be converted into the relevant currency of denomination of the class at prevailing exchange rates applied by the Administrator and shall be applied pursuant to the provisions of Article 14.03  and shall be divided by the number of Shares of the relevant class in issue as at the Valuation Point. 

14.7.     14.7Where hedging strategies are used in relation to a class of Participating Shares, the financial instruments used to implement such strategies shall be deemed to be assets or liabilities (as the case may be) of the relevant Fund as a whole but the gains/losses on and the costs of the relevant financial instruments will accrue solely to the relevant class of Participating Shares.

15.        15.00VALUATION OF ASSETS

15.1.     15.01The value of the assets of each Fund shall be determined as follows:

(a)       assets listed and regularly traded on a Recognised Exchange and for which market quotations are readily available or traded on over-the-counter markets shall be valued at their closing mid-market price on the principal exchange in the market for such investment at the Valuation Point (or if no closing mid-market price is available, at closing bid prices) provided that the value of any investment listed on a Recognised Exchange but acquired or traded at a premium or at a discount outside or off the relevant stock exchange or on an over-the-counter market may be valued with the approval of the Custodian Depositary (who in giving such approval must ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the security) taking into account the level of premium or discount as at the date of valuation of the investment.

The Directors, in consultation with the Investment Manager and with the approval of the CustodianDepositary, may adjust or instruct the Administrator to adjust the value of any such assets if, in relation to currency, marketability and such other considerations as they deem relevant, they consider that such adjustment is required to reflect the fair value thereof.

If for specific assets the closing mid-market prices do not in the opinion of the Directors, in consultation with the Investment Manager, reflect their fair value, the value shall be calculated with care and in good faith by the Directors or their delegate, being a competent person approved for such purpose by the CustodianDepositary, in consultation with the Investment Manager so as to establish the probable realisation value for such assets as at the relevant Valuation Point;

(b)       if the assets are listed on several Recognised Exchanges, the closing mid market price or, if not available, the closing bid price on the Recognised Exchange which, in the opinion of the Directors, in consultation with the Investment Manager, constitutes the main market for such assets, will be used;

(c)        in all cases the competent person responsible for valuing the assets, which for the Company is the Directors or their delegate (being competent people), in consultation with the Investment Manager, acting in good faith and in accordance with the procedures described below, shall be approved for that purpose by the CustodianDepositary;

(d)       in the event that any of the assets as at the relevant Valuation Point are not listed or dealt on any Recognised Exchange, such assets shall be valued by the Directors or their delegate (being competent people) with care and in good faith and in consultation with the Investment Manager at the probable realisation value.  Such probable realisation value may be determined by using a bid quotation from a broker. Due to the nature of such unquoted assets and the difficulty in obtaining a valuation from other sources, such competent professional may be related to the Investment Manager;

(e)       cash and other liquid assets will be valued at their face value with interest accrued, where applicable, as at the relevant Valuation Point;

(f)         units or shares in collective investment schemes (other than those valued pursuant to paragraph (a) or (b) above) will be valued at the latest available net asset value as published by the relevant collective investment scheme;

(g)        any value expressed otherwise than in the base currency of account of the relevant Fund or class of Participating Shares and any borrowing in a currency other than the base currency of account of the relevant Fund or class of Participating Shares shall be converted into the base currency of account of the relevant Fund or class of Participating Shares at the rate (whether official or otherwise) which the Investment Manager deems appropriate in the circumstances;

(h)        derivative instruments dealt on a market will be valued at the settlement price for such instruments on such market.  Where no such settlement price is available, the value of such investments shall be the probable realisation value as determined with care and in good faith by the Directors or such competent person who has been approved for the purpose by the CustodianDepositary. Where such derivative instruments are not dealt on a market, their value should be the daily valuation from the counterparty, provided that the valuation is approved or verified weekly by the Investment Manager or a party independent of the relevant counterparty appointed by the Investment Manager who is approved for the purpose by the CustodianDepositary;

(i)         forward foreign exchange contracts will be valued daily on the basis of the value provided by the relevant counterparty and is verified, at least weekly, by a party who is approved for the purpose by the Custodian Depositary and who is independent of the counterparty.;

(j)         In the case of a Fund which is a short term money market fund in accordance with the Central Bank UCITS Regulations, the Directors or their delegates may value any Investment through the use of amortised cost. The amortised cost method of valuation may only be used in relation to Funds which comply with the Central Bank's requirements for short term money market funds and where a review of the amortised cost valuation vis-à-vis market valuation will be carried out in accordance with the Central Bank's requirements;

(k)        Where a Fund which is not a short term money market fund invests in money market instruments, such instruments may be valued by the Directors or their delegates at their amortised cost, in accordance with the Central Bank's requirements;

(l)         The use of the amortised method of valuation for all Investments for which it is permitted to be used in accordance with this clause 15 will be monitored continuously (and at least weekly) by or on behalf of the Company to determine the extent, if any, to which the Net Asset Value using the amortised cost method of valuation deviates from the Net Asset Value which would be obtained using available market quotations. Discrepancies in excess of 0.1% (or such lesser amount as the Directors may determine) of the Net Asset Value will be brought to the attention of the manager or the investment manager of the Company.  Discrepancies in excess of 0.2% (or such lesser amount as the Directors may determine) of the Net Asset Value will be brought to the attention of the Directors and/or the directors of the manager and the Depositary. Where discrepancies exceed 0.3% of the Net Asset Value a daily review will take place and the Directors will notify the Central Bank with an indication of the action, if any, which will be taken to reduce such dilution. In addition the Directors shall take any other action as may be required by the Central Bank from time to time.

In the event of it being impossible or incorrect to carry out a valuation of a specific asset in accordance with the valuation rules set out in paragraphs (a) to (il) above, or if such valuation is not representative of the asset's fair market value, the Directors (or their delegate) are entitled to use other generally recognised valuation methods in order to reach a proper valuation of that specific asset, provided that any alternative method of valuation is approved by the CustodianDepositary.

In calculating the value of the assets of each Fund:-

(i)              the assets of the Fund shall be valued by reference to the latest available prices or value as at the Valuation Point;

(ii)             the assets of the Fund shall be deemed to include not only cash and property in the hands of the Custodian Depositary but also the amount of any cash or other property to be received in respect of Participating Shares agreed to be issued;

               (iii)             where Investments have been agreed to be purchased or sold but such purchase or sale has not been completed, such Investments shall be included or excluded and the gross purchase or net sale consideration excluded or included as the case may require as if such purchase or sale had been duly completed;

(iv)             where notice of a reduction of the share capital by the cancellation of Participating Shares has been given by the Directors to the Custodian Depositary but such cancellation has not been completed, the assets of the relevant Fund shall be reduced by the amount payable to the Participating Shareholders upon such cancellation;

(v)              there shall be added to the assets of the Fund any actual or estimated amount of any taxation of a capital nature which, in the Directors' opinion, may be recoverable by the Company in respect of that Fund;

(vi)             there shall be added to the assets of the Fund a sum representing any interest or other income accrued but not received (interest or other income being deemed to have accrued) in respect of that Fund; and

(vii)            there shall be added to the assets of the Fund the total amount (whether actual or estimated by the Directors) of any claims for repayment of any taxation levied on income including claims in respect of the remuneration of the Administrator and double taxation relief;

The liabilities of each Fund shall be deemed to include the expenses and the liabilities referred to in Article 2.04 2.4 hereof.  The liabilities of each Fund shall be valued as at the relevant Valuation Point and shall be deemed to include:-

(i)              the total amount of any actual or estimated liabilities properly payable out of the assets of the relevant Fund, including in the case of any outstanding debt instruments issued by the Company for the benefit of the relevant Fund and any and all outstanding borrowings of the Company in respect of the relevant Fund the total amount thereof; in the case of all interest on such liabilities the total amount thereof accrued up to the relevant Valuation Point; in the case of  fees and expenses payable on such liabilities (but excluding liabilities taken into account in determining the value of the assets of the relevant Fund) the total amount thereof payable on or prior to the relevant Valuation Point; and in the case of unrealised capital gains any liability as estimated by the Directors for tax thereon as at the relevant Valuation Point;

(ii)             such sum in respect of tax (if any) on net capital gains realised during the current Accounting Period prior to the valuation being made as in the estimate of the Directors will become payable;

(iii)             the amount (if any) of any distribution declared by the Participating Shareholders of the relevant Fund or the Directors pursuant to Article 31.00  hereof in respect of the last preceding Accounting Period but not distributed in respect thereof;

(iv)             the total amount (whether actual or estimated by the Directors) of any liabilities for taxation leviable on income including income tax and corporation tax, if any, (but not taxes leviable on capital or on realised or unrealised capital gains);

(v)              the total amount of any actual or estimated liabilities for withholding tax (if any) payable on any of the Investments of the relevant Fund in respect of the current Accounting Period;

(vi)             the remuneration of the Administrator accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any) payable on or prior to the relevant Valuation Point;

(vii)            the remuneration of the Custodian Depositary accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any) payable on or prior to the relevant Valuation Point and the expenses referred to in Article 2.042.4;

(viii)           the remuneration of the Investment Manager or the manager accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any) payable on or prior to the relevant Valuation Point;

(ix)            the remuneration of the Distributor accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any) payable on or prior to the relevant Valuation Point;

(x)             the total amount (whether actual or estimated by the Directors) of any other liabilities (other than the remuneration of the Administrator, the CustodianDepositary, the Investment Manager , the manager and the Distributor) properly payable out of the assets of the relevant Fund (including all amortised establishment, operational and ongoing administrative fees, costs and expenses) on or prior to the Valuation Point;

(xi)            an amount as at the relevant Valuation Point representing the projected liability of the relevant calls of Participating Shares in respect of any warrants issued and/or options written by the relevant Fund of Participating Shares;

(xii)            an amount as at the relevant Valuation Point representing the projected liability of the relevant Fund in respect of costs and expenses to be incurred by the relevant Fund Company in the event of a subsequent liquidation.

15.2.     15.02In addition, appropriate provisions will be made to account for the charges and fees charged to the relevant Fund or class of Participating Shares as well as accrued income on Investments.

15.3.     15.03In the absence of bad faith, negligence or manifest error, every decision taken by the Directors or by a delegate of the Directors in calculating the Net Asset Value of a Fund or class of Participating Shares or the Net Asset Value per Participating Share, shall be final and binding on the Company, and present, past or future Participating Shareholders.  The result of each calculation of the Net Asset Value of a Fund or class of Participating Shares or the Net Asset Value per Participating Share shall be certified by a Director or a duly authorised representative or a delegate of the Directors.

15.4.     15.04In calculating the Net Asset Value, the Directors shall not be liable for any loss suffered by the Company or any Shareholder by reason of any error in the calculation of the Subscription or Repurchase Prices resulting from any inaccuracy in the information provided by any pricing service.

16.        16.00TRANSFER AND TRANSMISSION OF SHARES

16.1.     16.01The transfer of Shares shall be effected in such denomination as the Directors may from time to time decide in accordance with the following provisions.

16.2.     16.02No transfer of Management Shares may be effected without the prior written consent of the Company.

16.3.     16.03The Directors may at any time direct that any Management Shares shall be compulsorily purchased from the holder thereof at the price stated in paragraph (b) hereof in the following manner:

(a)       The Directors shall serve a notice (hereinafter called a "Purchase Notice") upon the person appearing in the Register as the holder of the Management Shares to be purchased ("the Vendor") specifying the Management Shares to be purchased as aforesaid, the price to be paid for such sharesShares, the person in whose favour such holder must execute a transfer of such shares Shares and the place at which the purchase price in respect of such shares Shares is payable.  Any Purchase Notice may be served upon the Vendor by mailing the same in a pre-paid registered envelope addressed to the Vendor at his address shown in the Register.  The Vendor shall thereupon forthwith be obliged to deliver to the Company within 10 days from the date of the Purchase Notice a duly executed transfer of the shares Shares specified in the Purchase Notice in favour of the person specified in the Purchase Notice.

(b)        The price payable for each Management Share transferred pursuant to this Article shall be €1.25 and Management Shares may be issued as partly paid.

(c)        In the event of the Vendor failing to carry out the sale of any Management Shares which he shall have become bound to transfer as aforesaid, the Directors may authorise some person to execute a transfer of any such share(sShare(s) in accordance with the direction of the Directors and may give a good receipt for the purchase price of such sharesShares, and may register the transferee or transferees as holder or holders thereof and thereupon the transferee or transferees shall become indefeasibly entitled thereto.

16.4.     16.04 All transfers of Shares shall be effected by transfer in writing in any usual or common form and every form of transfer shall state the full name and address of the transferor and transferee. The Directors may decline to register any transfer of Shares which is made in contravention of the restrictions outlined in Article 10.0110.

16.5.     16.05The instrument of transfer of a Share shall be signed by or on behalf of the transferor save that if the Share concerned is not fully paid, the instrument shall be executed on behalf of the transferor and need not be signed by the transferee.  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.

16.6.     16.06The Directors may decline to register any transfer of Shares unless all applicable taxes and/or stamp duties have been paid in respect of the instrument of transfer and the instrument of transfer is deposited at the Office or such other place as the Directors may reasonably require, accompanied by the certificate for the Shares to which it relates, and such  evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and such relevant information as the Directors may reasonably require from the transferee.

16.7.     16.07If the Directors decline to register a transfer of any Share they shall, within one month two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

16.8.     16.08The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, PROVIDED ALWAYS that such registration of transfers shall not be suspended for more than thirty days in any year.

16.9.     16.9All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall (except in the case of fraud) be returned to the person depositing the same.

16.10.   16.10In the case of the death of a Shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or surviving holder, shall be the only person recognised by the Company as having title to his interest in the Shares, but nothing in this Article shall release the estate of the deceased holder whether sole or joint from any liability in respect of any Share solely or jointly held by him.

16.11.   16.11Any guardian of an infant Shareholder and any guardian or other legal representative of a Shareholder under legal disability and any person entitled to a Share in consequence of the death, insolvency or bankruptcy of a Shareholder shall, upon producing such evidence of his title as the Directors may require, have the right either to be registered himself as the holder of the Share or to make such transfer thereof as the deceased or bankrupt Shareholder could have made, but the Directors shall, in either case, have the same right to refuse or suspend registration as they would have had in the case of a transfer of the Share by the infant or by the deceased insolvent or bankrupt Shareholder before the death, insolvency or bankruptcy or by the Shareholder under legal disability before such disability.

16.12.   16.12A person so becoming entitled to a Share in consequence of the death, insolvency or bankruptcy of a Shareholder shall have the right to receive and may give a discharge for all moneys payable or other advantages due on or in respect of the Share, but he shall not be entitled to receive notice of or to attend or vote at meetings of the Company, nor, save as aforesaid, to any of the rights or privileges of a Shareholder unless and until he shall be registered as a Shareholder in respect of the Share PROVIDED ALWAYS that the Directors may at any time 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 may thereafter withhold all moneys payable or other advantages due in respect of the Share until the requirements of the notice have been complied with.

16.13.   16.13No person whatsoever shall be entitled to be registered on the Register until such person has provided the Directors with such relevant information as they may reasonably require.

17.        17.00CALLS ON MANAGEMENT SHARES

17.1.     17.01The Directors may from time to time make calls upon the Shareholders in respect of any monies unpaid on their Management Shares provided that (except as otherwise fixed by the conditions of application or allotment) no call on any share Share shall be payable less than fourteen days from the date fixed for the payment of the last preceding call, and each holder shall (subject to being given at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his Management Shares.  A call may be made payable by instalments.  A call may be revoked or postponed as the Directors may determine.

17.2.     17.02A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

17.3.     17.03The joint holders of a Management Share shall be jointly and severally liable to pay all calls and other monies due in respect thereof.

17.4.     17.04If a sum called in respect of a Management Share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

17.5.     17.05Any sum which by the terms of issue of a Management Share becomes payable upon allotment or at any fixed date shall for all purposes of these presents be deemed to be a call duly made and payable on the date on which by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these presents as to payment of interest or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified.

17.6.     17.06The Directors may make arrangements on the issue of Management Shares for a difference between the holders in the amount of calls to be paid and in the times of payment.

17.7.     17.07The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the money uncalled and unpaid upon the Management Shares held by him beyond the sums actually called up thereon as a payment in advance of calls, and such payment in advance of calls shall extinguish, so far as the same shall extend, the liability upon the Management Shares in respect of which it is advanced, and upon the money so received, or so much thereof as from time to time exceeds the amount of the calls then made upon the Management Shares in respect of which it has been received.  The Company may (until the same would, but for such advance, become presently payable) pay interest at such rate as the Shareholder paying such sum and the Directors agree upon PROVIDED THAT any amount paid up in advance of calls shall not entitle the holder of the Management Shares upon which such amount is paid to participate in respect thereof in any dividend until the same would but for such advance become presently payable.

18.        18.00 INVESTMENT OBJECTIVES

18.1.                

18.1.1.      18.01(a)The Company may invest only in those instruments and investments permitted by the Regulations, and any instruments and investments permitted by any amendments to the Regulations and subject to the limitations set out in the Regulations.

18.1.2.      (b)The Company may invest in up to 100% of the Net Asset Value of a Fund in transferable securities and money market instruments issued or guaranteed by any member state of the European Union, its local authorities, the governments of Australia, Canada, Japan, New Zealand, Norway and Switzerland, the Government of the People's Republic of China, Government of Brazil (provided the relevant issues are investment grade), Government of India (provided the relevant issues are investment grade), Government of Singapore,  the European Investment  Bank, the European Bank for Reconstruction and Development, the International Bank for Reconstruction and Development, Euratom, Council of Europe, the Asian Development Bank, the African Development Bank, the Inter-American Development Bank, the International Finance Corporation, International Monetary Fund, the World Bank, Eurofima, European Central Bank, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Government National Mortgage Association, Student Loan Marketing Association, Federal Home Loan Bank and issues backed by the full faith and credit of the government of the United State of America, provided that each Fund must hold securities from at least six different issues with securities from any one issuer not exceeding 30% of the Net Asset Value of a Fund.

18.1.3.      (c)The Company and each Fund may use techniques and instruments for the purposes of efficient portfolio management including but not limited to the use of derivative instruments (such as forward foreign currency exchange contracts, currency futures contracts, options, put and call options on securities, indices and currencies, stock index contracts, interest rate futures contracts, interest rate swap and exchange swap agreements, repurchase/reverse repurchase agreements and/or stocklending agreements) in accordance with the requirements of the Central Bank. 

18.1.4.      (d)The Company and each Fund may in addition employ techniques and instruments for protection against exchange risks in accordance with the conditions and limits set down by the Central Bank.  Forward currency contracts and currency options may, at the Directors' sole discretion, be used to hedge some or all of the exchange risk/currency exposure arising as a result of the fluctuation between the currency in which the Net Asset Value per share is computed, and the currencies in which the Company's and each Fund's investments are denominated.

18.2.     18.02With the exception of permitted investment in unlisted securities the Company and each Fund 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.

18.3.     18.03For the purpose of providing margin or collateral in respect of transactions in and the use of derivative instruments and techniques and instruments, the Company shall be entitled:- (a) to transfer, deposit, mortgage, charge or encumber any Investments forming part of the Company or the relevant Fund; (b) to vest any such Investments in the relevant Recognised Exchange or market or any company controlled by such Recognised Exchange or market and used for the purpose of receive margin and/or cover or in a nominee of the CustodianDepositary; and/or (c) to give or obtain the guarantee of a bank (and to provide any necessary counter-security therefor) and deposit such guarantee or cash, with a Recognised Exchange or counterparty or any company controlled by such Recognised Exchange or counterparty and used for the purpose of receiving margin and/or cover.

18.4.     18.04The Company may employ techniques and instruments intended to provide protection against exchange risks in the context of the management of their assets and liabilities under the conditions and within the limits laid down from time to time by the Central Bank.

18.05             The Company may, with the approval of the Central Bank, and only if such investment is permitted by the competent authority in any jurisdiction in which Shares in the Company are to be sold, invest in a collective investment scheme as defined in Regulation 3(2) of the Regulations which is linked by common control to the Company or by a substantial direct or indirect holding, but only if such collective investment scheme has specialised in investment in a specific geographical area or economic sector.  No fees or costs may be charged by the Company on account of transactions relating to such acquisitions.

18.5.     Subject to the Regulations, the Directors may decide to invest the assets of a Fund in collective investment undertakings, which may include collective investment undertakings with which the Company is linked by common management or control or by a substantial direct or indirect holding.

18.6.     Subject to the Regulations and the prior approval of the Central Bank, the Company may wholly own subsidiaries, which for fiscal or other reasons 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 the assets of the relevant Fund(s).  For the purpose of this clause 18 the investments or other property acquired by any such entity shall be deemed to be an asset of the relevant Fund and shall be held by the Depositary or its nominees.  All shares and shares certificates issued relating to a Fund in respect of its holding in any such entity shall be held by the Depositary or its nominees. The shares in any subsidiary company together with the assets of the subsidiary will be held by the Depositary.

18.7.     Subject to the Regulations and the approval of the Central Bank, a Fund may have as its objective the investment of up to 100% of its Net Asset Value in another Fund, another undertaking for collective investment in transferable securities or Fund thereof ("UCITS").

18.8.     Subject to and in accordance with the Regulations, a Fund may be established as an index-tracking fund.

19.        19.00GENERAL MEETINGS

19.1.     19.01All general meetings of the Company shall be held in Ireland.

19.2.     19.02The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year.  Not more than fifteen months shall elapse between the date of one annual general meeting of the Company 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 within six months of the Accounting Date at such time and place in Ireland as may be determined by the Directors.

19.3.     19.03All general meetings (other than annual general meetings) shall be called extraordinary general meetings.

19.4.     19.04The Directors may call an extraordinary general meeting whenever they think fit and extraordinary general meetings shall be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as provided by the Act.

 

19.05             The Directors shall call an extraordinary general meeting whenever the Custodian requests by notice in writing such a meeting to be convened to consider any resolution relating to the termination of the appointment of the Custodian or any alteration or amendment of the agreement between the Company and the Custodian or any resolution which the Custodian considers necessary in the interests of the Shareholders.

20.        20.00NOTICE OF GENERAL MEETINGS

20.01             Twenty-one Clear Days' notice at least specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of such business (and in the case of an annual general meeting specifying the meeting as such) shall be given in the manner hereinafter mentioned to such persons as are under the provisions of these presents or the conditions of issue of the Shares held by them entitled to receive Notices from the Company. 

20.1.     Subject to the provisions of the 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. 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 Shareholder 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 Shareholder 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. 

20.2.     20.02The Directors, the Investment Manager, the Administrator, the Auditors and the Custodian The Directors and the Auditors shall be entitled to receive notice of and attend and speak at any general meeting of the Company.

20.3.     20.03In every notice calling a meeting of the Company, there shall appear with reasonable prominence a statement that a Shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Shareholder.

20.4.     20.04The accidental omission to give notice to or the non-receipt of notice by any person entitled to receive notice shall not invalidate the proceedings at any general meeting.

20.5.     20.05Where, by any provision contained in the 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 Acts Act permit) before the meeting at which it is moved, and the Company shall give to the Members notice of any such resolution as required by and in accordance with the provisions of the ActsAct.

21.        21.00PROCEEDINGS AT GENERAL MEETINGS

21.1.     21.01All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting with the exception of the consideration of the accounts and balance sheet and the reports of the Directors and Auditors, the election of Directors and the election of Directors in the place of those retiring,  and the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

21.2.     21.02No business shall be transacted at any general meeting unless a quorum is present.  Two Shareholders present either in person or by proxy shall be a quorum for a general meeting.  A representative of a corporation authorised pursuant to Article 22.13 of these presents and present at any meeting of the Company or at any meeting of a Fund or class of Shareholders shall be deemed to be a Shareholder for the purpose of a quorum.

21.3.     21.03If within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened on the requisition of or by Shareholders, shall be dissolved.  In any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.

21.4.     21.04The chairman or, if absent, the deputy chairman of the Directors (if any), or failing him, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company, but if at any meeting neither the chairman nor the deputy chairman nor such other Director be present within fifteen minutes after the time appointed for holding the meeting, or if none of them be willing to act as chairman, the Directors present shall choose some Director present to be chairman, or if no Directors be present, or if all the Directors present decline to take the chair, the Shareholders present shall choose some Shareholder present to be chairman.

21.5.     21.05The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.  When a meeting is adjourned for fourteen days or more ten Clear Days' notice at the least specifying the place, the day and the hour of the adjourned meeting, shall be given as in the case of the original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

21.6.     21.06At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by the chairman or by at least five Shareholders present or any Shareholder or Shareholders present representing at least one tenth of the Shares in issue . Subject to the provisions of the Companies Act, a poll may be demanded:-

21.6.1.      by the chairman; or

21.6.2.      by at least three Shareholders (in person or by proxy) having the right to vote at the meeting; or

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

21.6.4.      by any Shareholder or Shareholders (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.

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 book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

21.7.     21.07If a poll is duly demanded, it shall be taken in such manner and at such place as the chairman may direct (including the use of ballot or voting papers or tickets) and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

21.8.     21.08The chairman may, in the event of a poll, appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

21.9.     21.09In the case of 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 second or casting vote.

21.10.   21.10A poll demanded on the election of a chairman and a poll demanded on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken at such time and place as the chairman directs not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded.

21.11.   21.11The 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 has been demanded.

21.12.   21.12A demand for a poll may be withdrawn and no notice need be given of a poll not taken immediately.

21.13.   21.13A resolution in writing signed by all the Shareholders for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and if described as a Special Resolution shall be deemed to be a special resolution within the meaning of these Articles.

22.        22.00VOTES OF SHAREHOLDERS

22.1.     22.01On a show of hands every Participating Shareholder who is present in person or by proxy shall have one vote and every Management Shareholder or Shareholders who is/are present in person or by proxy shall have one vote in respect of all the Management Shares. 

22.2.     22.02On a poll every Shareholder present in person or by proxy shall be entitled to one vote in respect of each Participating Share held by him and one vote in respect of all of the Management Shares held by him.  Fractional Shares will not carry any voting rights.

22.3.     22.03In the case of joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, 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 stand in the Register in respect of the Shares.

22.4.     22.04No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.  Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

22.5.     22.05On a poll votes may be given either personally or by proxy.

22.6.     22.06On a poll, a Shareholder entitled to more than one vote need not, if he votes, cast all his votes or cast all the votes he is entitled to in the same way.

22.7.     22.07The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

22.8.     22.08Any person (whether a Shareholder or not) may be appointed to act as a proxy.  A Shareholder may appoint more than one proxy to attend on the same occasion.

22.9.     22.09The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, shall be sent and received at the Office either by post, telefax, e-mail or any other such means or at such other place as is specified for that purpose in the notice of meeting or in the instrument of proxy issued by the Company not less than forty-eight hours an hour before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

22.10.   22.10No instrument appointing a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date.

22.11.   22.11The Directors may at the expense of the Company send, by post or otherwise, to the Shareholders instruments of proxy (with or without prepaid postage for their return) for use at any general meeting or at any meeting of any Fund or class of Shareholders, either in blank or nominating in the alternative any one or more of the Directors or any other persons.  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 Shareholders entitled to be sent a notice of the meeting and to vote thereafter by proxy.

22.12.   22.12A vote given in accordance with the terms of an instrument of proxy 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 the transfer of the Shares in respect of which the instrument of proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office, before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.

22.13.   22.13Any body corporate which is a Shareholder, may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at any meeting 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 Shareholder and such body corporate shall for the purposes of these presents be deemed to be present in person at any such meeting if a person so authorised is present in person or by proxy thereat.

22.14.   22.14The provisions of this Article and of Articles 19.00, 20.00  and 21.00  shall apply mutatis mutandis to separate meetings of each Fund or class of Shareholders.

23.        23.00DIRECTORS

23.1.     23.01Unless otherwise determined by the Company by Ordinary Resolution, the number of the Directors shall not be less than two nor more than twelve.  The first Directors shall be appointed by the subscribers to these presents or by a majority of them. A majority of the Directors must be made up of persons not resident in the United Kingdom.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.

23.2.     23.02A Director need not be a Shareholder but must be a person approved for the purpose by the Central Bank.

23.03             The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.  Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.

23.3.     23.04The Directors shall be entitled to such remuneration as shall be agreed by the Directors and disclosed in the prospectus issued by the Company from time to time.  Such remuneration shall be deemed to accrue from day to day. The Directors and any alternate Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings or class meetings of the Company or in connection with the business of the Company.

23.4.     23.05Any Director may at any time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment.  Save as otherwise provided in these presents, 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.

23.5.     23.06The appointment of an alternate Director shall determine on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director.  If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine but if a Director retires by rotation or otherwise but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately prior to this retirement shall continue after his re-appointment.

23.6.     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 but if a Director retires but is reappointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately prior to his retirement shall continue after his reappointment.

23.07             An alternate Director shall be entitled to receive Notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he, instead of his appointor were a Director.  If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative provided however that he shall count as one for the purposes of determining a quorum.  If his appointor is for the time being temporarily unable to act his signature to any resolution in writing of the Directors and for the purposes of affixing the Seal or the Official Seal shall be as effective as the signature of his appointor.  To such extent as the Directors may from time to time determine in relation to any committee of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member.

23.7.     23.08An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

23.8.     23.09The office of a Director shall be vacated in any of the following events namely:-

(a)        if he resigns his office by notice in writing signed by him and left at the Office;

(b)       if he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c)        if he becomes of unsound mind;

(d)        if he ceases to be a Director by virtue of, or becomes prohibited or restricted from being a Director by reason of, an order made under the provisions of any law or enactment;

(e)       if he be requested by a majority of the other Directors (not being less than two in number) to vacate office;

(f)        if he is removed from office by an Ordinary Resolution; or

(g)       is for more than 6 months absent without permission of the Directors from Meetings of the Directors held during that period; or

(h)       the Central Bank requires him to resign.

23.9.     23.10The Company at any general meeting at which a Director retires or is removed shall fill the vacated office by electing a Director unless the Company shall determine to reduce the number of Directors.  Directors are not required to retire by rotation.

23.10.   23.11At least seven three days' previous notice in writing shall be given to the Company of the intention of any Shareholder to propose any person other than a retiring Director for election to the office of Director and such notice shall be accompanied by notice in writing signed by the person to be proposed confirming his willingness to be appointed PROVIDED ALWAYS THAT if the Shareholders present at a general meeting unanimously consent, the chairman of such meeting may waive the said Notices and submit to the meeting the name of any person so nominated provided such person confirms in writing his willingness to be appointed.

23.11.   23.12At a general meeting a motion for the appointment of two or more persons as Directors by a single resolution shall not be made unless a resolution that it shall be so made has been first agreed to by the meeting without any vote being given against it.

24.        24.00TRANSACTIONS WITH DIRECTORS

24.1.     24.01A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director on such terms as to tenure of office and otherwise as the Directors may determine.

24.2.     24.02No 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 Company in which any Director is in any way interested be liable to 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, but the nature of his 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, then at the next meeting of the Directors held after he becomes so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made, then at the first meeting of the Directors held after he becomes so interested and the nature of such interest shall be reported in the next following report of the Auditors.  A general notice in writing given to the Directors by any Director to the effect that he is a shareholder of any specified company or firm, and is to be regarded as interested in any contract which may thereafter be made with that company or firm, shall (if such Director shall give the same at a meeting of the Directors or shall take reasonable steps to secure that the same is brought up and read at the next meeting of the Directors after it is given) be deemed a sufficient declaration of interest in relation to any contract made.

24.3.     24.03Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any proposal whatsoever in which he has any material interest otherwise than by virtue of his interests in Shares or debentures or other securities of or otherwise in or through the Company.  A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

24.4.     24.04A Director shall in the absence of some material interest other than that indicated below, be entitled to vote and be counted in the quorum in respect of any resolution concerning any of the following matters, namely:-

(a)       the giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;

(b)       the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c)       any proposal concerning an offer of Shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

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

24.5.     24.05Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employment 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 the proviso to paragraph (d) of Article 24.0424.4) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

24.6.     24.06If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned has not been fairly disclosed.

24.7.     24.07The Company may by Ordinary Resolution suspend or relax the provisions of Articles 24.03 to 24.06 24.3 to 24.6 inclusive to any extent or ratify any transaction not duly authorised by reason of a contravention thereof.

24.8.     24.08Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, provided that nothing herein contained shall authorise a Director or his firm to act as Auditor.

24.9.     24.09The Directors may from time to time appoint one or more of their body to be the holder of any executive office on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment.

24.10.   24.10The Directors may entrust to and confer upon any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

24.11.   24.11Any Director may continue to be or become a director, managing director, manager or other officer or shareholder of any company promoted by the Company or in which the Company may be interested or associated in business, and no such Director shall be accountable for any remuneration or other benefits received by him as a director, managing director, manager, or other officer or shareholder of any such other company.  The Directors may exercise the voting power conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of such other company, in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, managers or other officers of such company, or voting or providing for the payment of remuneration to the directors, managing directors, managers or other officers of such company).

25.        25.00POWERS OF DIRECTORS

25.1.     25.01The business of the Company shall be managed by the Directors outside the United Kingdom, who may exercise all such powers of the Company as are not by the Act or by these presents required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these presents, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.  The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by this or any other Article.

25.2.     25.02All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments drawn on the Company, and all other receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

25.3.     25.03Subject as provided in this Article, the Directors may exercise all the powers of the Company to invest all or any funds of the Company or of any Fund in any securities and other assets authorised by Article 18.00  hereof.

26.        26.00BORROWING POWERS

26.1.     26.01  Subject to any limits imposed by the Central Bank from time to time, the Directors may exercise all powers of the Company to borrow money, to mortgage or charge its undertaking, property, or any part thereof and to issue bonds, notes, debentures, debenture stock and other securities whether outright or as a security for any debts.

27.        27.00PROCEEDINGS OF DIRECTORS

27.1.     27.01The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.  Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote provided he is not resident in the United Kingdom.  A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

27.2.     27.02The quorum necessary for the transaction of business of the Directors may be fixed by the Directors, and unless so fixed at any other number shall be two, providing the majority of which shall not be persons who are resident in the United Kingdom.  No meeting shall be held in the United Kingdom and any decision reached or resolution passed in the United Kingdom shall be invalid and of no effect.

27.3.     27.03The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these presents, the continuing Directors or Director may act for the purpose of filling up vacancies in their number or of summoning general meetings of the Company, but not for any other purpose.  If there be no Directors or Director able or willing to act, then any two Shareholders may summon a general meeting for the purpose of appointing Directors.

27.4.     27.04The Directors may from time to time elect and remove a chairman and, if they think fit, a deputy chairman and determine the period for which they respectively are to hold office.

27.5.     27.05The chairman or, failing him, the deputy chairman shall preside at all meetings of the Directors, but if there be no chairman or deputy chairman, or if at any meeting the chairman or deputy chairman be 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.

27.6.     27.06Any Director or alternate Director may participate All or any of the Directors (or any alternate Directors), or of the members of a committee of the Directors (a "Committee") can take part in a meeting of the Directors or any committee of the Directors by means , or of a Committee as the case may be, by the use of conference telephone , video conferencing or other telecommunications equipment by means of which designed to allow all persons participating in the meeting can to hear each other speak and such participation in a meeting shall constitute presence in person at the meeting.(an "Electronic Meeting").  A person taking part in this way will be counted as being 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. The provisions of these Articles, insofar as they relate to the summoning of meetings of Directors or of Committees, the appointment and powers of a chairman, the transaction of business, alternated, quorum, voting, adjournment and the keeping of minutes, will apply to an Electronic Meeting as if it were a meeting of Directors, or of a Committee as the case may be, at which all those taking part were in the physical presence of each other.

27.7.     27.07A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors and to vote thereat shall be as valid and effectual as a resolution passed at a meeting of the Directors duly convened and may consist of several documents in the like form each signed by one or more of the Directors, and for the purposes of the foregoing signature by any alternate Director shall be as effective as the signature of the Director by whom he is appointed.

27.8.     27.08A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

27.9.     27.09The Directors may delegate any of their powers to committees consisting of such members of their body as they think fit.  The meetings and proceedings of any such committee shall conform to the requirements as to quorum imposed under the provisions of Article 27.02 27.2 and shall be governed by the provisions of these presents regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed on them by the Directors.  Any committee may not comprise a majority of persons resident in the United Kingdom.Pursuant to the provisions of Article 27.9, the Directors may delegate their powers relating to the declaration of interim dividends to a committee consisting of two or more Directors.

27.10             Pursuant to the provisions of Article 27.09, the Directors may delegate their powers relating to the declaration of interim dividends to a committee consisting of two or more Directors.

27.10.   27.11All acts done by any meeting of Directors, or of a committee of Directors or by any person acting as a Director shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such Directors or person acting as aforesaid, or that they or any of them were disqualified, or had vacated office, or were not entitled to vote, 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.

27.11.   27.12The Directors shall cause minutes to be made of:-

(a)       all appointments of officers made by the Directors;

(b)       the names of the Directors present at each meeting of the Directors and of any committee of Directors; and

(c)       all resolutions and proceedings of all meetings of the Company and of the Directors and of committees of Directors.

27.12.   27.13Any such minutes as are referred to in Article 27.12 of these presents, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, shall, until the contrary be proved, be conclusive evidence of their proceedings.

27.14             The Directors, from time to time and at any time by power of attorney under the Seal or otherwise, may appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys 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 presents) and for such period and subject to such conditions as they may think fit.  Any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.  Notwithstanding the generality of the foregoing, the Directors may appoint an attorney for the purpose of exercising their power to allot relevant securities pursuant to these presents.

28.        28.00MANAGING DIRECTORS

28.1.     28.01The Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors of the Company and may fix his or their remuneration.

28.2.     28.02Every Managing Director shall be liable to be dismissed or removed from his position as Managing Director by the Directors and another person appointed in his place.  The Directors may, however, enter into an agreement with any person who is or is about to become a Managing Director with regard to the length and terms of his employment, but so that the remedy of any such person for any breach of such agreement shall be in damages only and he shall have no right or claim to continue in such office contrary to the will of the Directors or of the Company in general meeting.

28.3.     28.03The Directors may from time to time entrust to and confer upon the Managing Director or Managing Directors all or any of the powers of the Directors (not including the power to borrow money or issue debentures) that they may think fit.  But the exercise of all powers by the Managing Director or Managing Directors shall be subject to all such regulations and restrictions as the Directors may from time to time make and impose and the said powers may at any time be withdrawn, revoked or varied.

29.        29.00SECRETARY

29.01The Secretary shall be appointed by the Directors.  Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any assistant or deputy Secretary or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Directors PROVIDED THAT any provisions of these presents requiring or authorising anything 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 Director and as, or in the place of, the Secretary.

30.        30.00THE SEAL

30.1.     30.01The Directors shall provide for the safe custody of the Seal. The Seal shall be used only by the authority of the Directors or of a committee of Directors authorised by the Directors in that behalf. The Directors may from time to time as they see fit determine the persons and the number of such persons who shall authenticate the affixing of the Seal, and until otherwise so determined shall be authenticated by two Directors or by one Director and the Secretary, or some other person duly authorised by the Directors, and the Directors may authorise different persons for different purposes.Without prejudice to the affixing and use of the Seal by a Registered Person as set out below, 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 Depositary) 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). The Company's seal may also be used by a Registered Person and any instrument to which the Company's 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 the Directors or a committee of the Directors, authorised by the Directors in that behalf.

30.2.     30.02Every certificate of title to Shares of the Company shall be issued under the Seal or under the Official Seal kept by the Company.  The Directors may by resolution determine whether generally or in any particular case or cases that the signature of any such person authenticating the affixing of the Seal or the Official Seal may be affixed by some mechanical means to be specified in such resolution or that such certificate shall bear no signatures.

31.        31.00DIVIDENDS

31.1.     31.01The Company may in general meeting declare dividends but no dividend shall exceed the amount recommended by Directors.

31.2.     31.02No dividend shall be payable to the holders of the Management Shares.

31.3.     31.03The Directors may from time to time if they think fit pay such interim dividends on Participating Shares as appear to the Directors to be justified by the profits of the Company or of the relevant Fund.  Interim dividend dates may vary between each Fund.

31.4.     31.04The amount available for distribution in respect of any Accounting Period may be paid out of capital and/or the net income received by the Company in respect of the relevant Fund in respect of Investments (whether in the form of dividends, interest or otherwise) and/or of, where so determined by the Directors, realised and unrealised capital gains less realised and unrealised capital losses during the Accounting Period, subject to such adjustments as may be appropriate under the following headings:-

(a)       addition or deduction of a sum by way of adjustment to allow for the effect of sales or purchases, cum or ex-dividend;

(b)       addition of a sum representing any interest or dividend or other income accrued but not received by the Company in respect of the relevant Fund at the end of the Accounting Period and deduction of a sum representing (to the extent that an adjustment by way of addition has been made in respect of any previous Accounting Period) interest or dividends or other income accrued at the end of the previous Accounting Period;

(c)        addition of the amount (if any) available for distribution in respect of the last preceding Accounting Period but not distributed in respect thereof;

(d)       addition of a sum representing the estimated or actual repayment of tax resulting from any claims in respect of corporation tax relief or double taxation relief or otherwise;

(e)       deduction of the amount of any tax or other estimated or actual liability properly payable out of the income or gains of the Company in respect of the relevant Fund;

(f)        deduction of a sum representing participation in income paid upon the cancellation of Participating Shares during the Accounting Period;

(g)       deduction of such sum as the Company may think appropriate in respect of expenses of the relevant Fund including but not limited to the Organisational Expenses, fees and expenses due to the Auditors, the Secretary, the legal advisers of the Company, the Directors, the CustodianDepositary, the Administrator, the Investment Manager and the Distributor, all expenses of and incidental to any amendments to the Memorandum of Association and these presents for the purpose of securing that the Company conforms to legislation coming into force after the date of incorporation hereof and any other amendments made pursuant to a resolution of the Company, expenses comprising all costs, charges, professional fees and disbursements bona fide incurred in respect of the computation, claiming or reclaiming of all taxation reliefs and payments, and any interest paid or payable on borrowings to the extent that such sum has not already been, nor will be deducted pursuant to Article 2.00  of these presents PROVIDED ALWAYS that the Company shall not be responsible for any error in any estimates of corporation tax repayments or double taxation relief expected to be obtained or of any sums payable by way of taxation or of income receivable, and if the same shall not prove in all respects correct, the Directors shall ensure that any consequent deficiency or surplus shall be adjusted in the Accounting Period in which a further or final settlement is made of such tax repayment or liability or claim to relief or in the amount of any such estimated income receivable, and no adjustment shall be made to any dividend previously declared.

31.5.     31.5The Directors may (i) retain a dividend payment to any Shareholder such amounts and/or (ii) appropriate and/or cancel such number of Participating shares Shares held by such Shareholder as have a value sufficient to discharge any liability to taxation or withholding tax arising as a result of such Shareholder's holding or beneficial ownership of Participating Shares including any interest or penalties payable thereon.

31.6.     31.6The Directors may maintain an equalisation account with a view to ensuring that the level of dividends payable on each Fund is not effected by the issue and redemption of such Participating Shares during an accounting period.  The subscription price of such Participating Shares may in such circumstances be deemed to include an equalisation payment calculated by reference to that accrued income of the Fund and the first distribution in respect of any Participating Share may include a payment of capital usually equal to the amount of such equalisation payment.  The repurchase price of each Participating Share will also include an equalisation payment in respect of the accrued income of the Company up to the date of repurchase.  The Directors may adjust the manner in which equalisation is applied from time to time.

31.7.     31.07The Directors may, with the sanction of a Special Resolution at a meeting of a Fund, distribute in kind among such Participating Shareholders by way of dividend or otherwise any of the assets of the relevant Fund PROVIDED THAT no distribution shall be made which would amount to a reduction of capital except in a manner allowed by the Act.

31.8.     31.08All Participating Shares shall, unless otherwise determined by the Directors, rank for dividend as from the beginning of the Accounting Period in which they are issued.

31.9.     31.09  Any resolution declaring a dividend on the date prescribed for the payment thereof may specify that the same shall be payable to the persons registered as the Participating Shareholders at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the right inter se in respect of such dividend of transferors and transferees of Participating Shares.

31.10.   31.10The Company may transmit any dividend or other amount payable in respect of any Participating Share at the risk and cost of the relevant Shareholder by cheque or warrant sent by ordinary post to the registered address of the holder, or, in the case of joint holders, of one of them or to such person and address as the holder or joint holders may direct, or upon a specific instruction of a Participating Shareholder received not less than five Business Days prior to the date on which the declared dividend becomes payable, by wire transfer at the risk and cost of the relevant Participating Shareholder to a designated account and shall not be responsible for any loss arising in respect of such transmission.  Dividends payable in respect of Participating Shares represented by share warrants shall be paid at the risk and cost of the relevant Participating Shareholder to persons who have presented to the Company the appropriate coupon in respect of the Participating Shares held by them.

31.11.   31.11No dividend or other amount payable to any Participating Shareholder shall bear interest against the Company.  All unclaimed dividends and other amounts payable as aforesaid may be invested or otherwise made use of for the benefit of the relevant Fund until claimed.  Payment by the Company of any unclaimed dividend or other amount payable in respect of a Participating Share into a separate account shall not constitute the Company a trustee in respect thereof.  Any dividend unclaimed after six years from the date when it first became payable shall be forfeited automatically and shall revert back to the relevant Fund, without the necessity for any declaration or other action by the Company.

31.12.   31.12If several persons are registered as joint holders any one of them may give receipts for dividends or monies payable to them in respect of Participating sharesShares.

32.        32.00ACCOUNTS

32.1.     32.01The Directors shall cause to be kept such books of account as are necessary in relation to the conduct of its business or as are required by the Act so as to enable the accounts of the Company to be prepared.adequate accounting records to be kept relating to:

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

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

32.1.3.      the assets and liabilities of the Company.

Adequate accounting records shall be deemed to have been maintained if the accounting records comply with sections 282(1) - (3) of the Act 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 Act.

 

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

32.3.     In accordance with the provisions of the Act, 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 Act to be prepared and laid before such meeting.

32.4.     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 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 Shareholders of any shares;

32.5.     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 Central Bank and shall contain the information required under the Regulations.

32.02             The books of account shall be kept at the Office, or at such other place or places as the Directors shall think fit, and shall at all times be open to the inspection of the Directors, but no person, other than a Director or Auditor shall be entitled to inspect the books, accounts, documents or writings of the Company, except as provided by the Act or authorised by the Directors or by the Company in general meeting.

32.03             A balance sheet of the assets and liabilities of each Fund shall be made out as at each Accounting Date and laid before the Company at its annual general meeting in each year, and such balance sheet shall contain a general summary of the assets and liabilities attributable to each Fund.  The balance sheet of each Fund shall be accompanied by a report of the Directors as to the financial state and condition of the Company and the relevant Fund, and the amount (if any) which they have carried or propose to carry to reserve, together with a revenue/profit and loss account.  The balance sheet of each Fund and the report of the Directors and the revenue/profit and loss account shall be signed on behalf of the Directors by at least two of the Directors.  The Auditors' report shall be attached to the balance sheet of each Fund, or there shall be inserted at the foot of the balance sheet a reference to the report.  The Auditors' report shall be read at the annual general meeting.

32.04             Once at least in every year the Directors shall cause to be audited and certified by the Auditors an Annual Report relating to the management of the Company.  Such Annual Report shall be in a form approved by the Central Bank and shall contain such information required by it.

32.05             Copies of the said Annual Report shall be sent by the Company to all Shareholders who so request at least once in every year but not later than four months after the end of the period to which they relate.

32.06             The Auditors' certificate appended to the Annual Report and statement referred to in these presents shall declare that the accounts or statement attached respectively thereto (as the case may be) have been examined with the books and records of the Company and of the Administrator in relation thereto and that the Auditors have obtained all the information and explanations they have required and the Auditors shall report whether the accounts are in their opinion properly drawn up in accordance with such books and records and present a true and fair view of the state of affairs of the Company, and whether the accounts are in their opinion properly drawn up in accordance with the provisions of these presents.

32.07             The Company shall prepare an unaudited half-yearly report for the six months immediately succeeding the date of the last Annual Report of the Company and in respect of such additional periods as the Directors may determine.  Such half-yearly report shall be in a form approved by the Central Bank and shall contain such information required by it.

32.6.     32.08Copies of the said half-yearly report shall be sent by the Company to all Copies of the half yearly report shall be made available to Shareholders not later than two months from the end of the period to which they relate.it relates.

32.7.     The Company shall provide the Central Bank with all reports and information to which it is entitled under the Regulations.

33.00    AUDIT

 

33.01             The Company shall at each annual general meeting appoint an Auditor or Auditors to hold office until the conclusion of the next annual general meeting.

 

33.02             If an appointment of Auditors is not made at an annual general meeting, the Minister for Enterprise, Trade and Employment for the time being may, on the application of any Shareholder, appoint an Auditor of the Company for the current year and fix the remuneration to be paid to him by the Company for his service.

32.8.     Auditors shall be appointed and their duties regulated in accordance with the Act.

33.        NOTICES

33.03             A Director or officer of the Company shall not be capable of being appointed as an Auditor.

 

33.04             A person, other than a retiring Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice of an intention to nominate that person to the office of Auditor has been given by a Shareholder to the Company not less than twenty eight days before the annual general meeting and the Directors shall send a copy of any such notice to the retiring Auditor and shall give notice thereof to the Shareholders not less than seven days before the annual general meeting.  Provided that if, after a notice of the intention to nominate an Auditor has been so given, an annual general meeting is called for a date twenty eight days or less after that notice has been given, the requirements of this provision as to time in respect of such notice shall be deemed to have been satisfied and the notice to be sent or given by the Company may, instead of being sent or given within the time required by this Article, be sent or given at the same time as the notice of the annual general meeting.

 

33.05             The first Auditors shall be appointed by the Directors before the first general meeting, and they shall hold office until the conclusion of the first annual general meeting unless previously removed by a resolution of the Company in general meeting, in which case the Shareholders at such meeting may appoint Auditors.

 

33.06             The Directors may fill any casual vacancy in the office of Auditor, but while any such vacancy continues the surviving or continuing Auditor or Auditors (if any) may act.

 

33.07             The remuneration of the Auditors shall be approved by the Company in general meeting or in such manner as the Directors may determine.

 

33.08             The Auditors shall examine such books, accounts and vouchers as may be necessary for the performance of their duties.

 

33.09             The report of the Auditors to the Shareholders on the audited accounts of the Company shall state whether in the Auditors' opinion the balance sheet and profit and loss account and (if the Company has any associated companies and is submitting group accounts) the group accounts in their opinion give a true and fair view of the state of the Company's affairs and of its profit and loss for the period in question.

 

33.10             The Auditors shall be furnished with a list of all books kept by the Company and shall at all times have the right of access to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanations as may be necessary for the performance of their duties.

 

33.11             The Auditors shall be entitled to attend any general meeting of the Company at which any accounts which have been examined or reported on by them are to be laid before the Company and to make any statement or explanations they may desire with respect to the accounts and notice of every such meeting shall be given to the Auditors in the manner prescribed for the Shareholders.

 

33.12             Any Auditor shall, on quitting office, be eligible for re-election.

 

34.00    NOTICES

33.1.     34.01Any notice or other document required to be served upon or sent to a Shareholder may be given by posting or delivery to or leaving the same at his address as appearing on the Register or by transmitting the same by fax or other means of electronic communication to a fax number, e-mail address or other electronic identification provided to the Shareholder or its delegate or by such other means as the Directors may determine and notify in advance to Shareholders. Any such notices or documents shall be deemed to have been duly given if sent by pre-paid post 48 hours after posting and if delivered to or left at the Shareholder's address as appearing on the Register on the day of delivery or on the next working day if delivered or left outside usual business hours and if sent by fax on the day of receipt of a transmission receipt and if sent by electronic communication when it has been transmitted to the electronic information system designated by the Shareholder for the purpose of receiving electronic communications and otherwise as determined by the Directors and notified in advance to Shareholders and in the case of joint Shareholders shall be deemed duly given if so done upon or to the first named on the Register. Any notice may be given by advertisement and shall be deemed to have been duly given if published in a national daily newspaper circulating in the country or countries where Shares are marketed or an advertisement is published stating where copies of such notices or documents may be obtained.

33.2.     34.02Service of a notice or document on the first named of several joint Shareholders shall be deemed effective service on himself and the other joint Shareholders.

33.3.     34.03Any notice or document served or sent in accordance with these presents shall notwithstanding that such Shareholder be then dead or bankrupt and whether or not the Company or the Administrator has notice of his death or bankruptcy be deemed to have been duly served or sent and such service shall be deemed a sufficient service on or receipt by all persons interested (whether jointly with or as claiming through or under him) in the Shares concerned.

33.4.     34.04Any certificate or notice or other document which is served on or sent or given to a Member in accordance with these presents or dispatched by or on behalf of the Company in accordance with a Member's instructions shall be so served or sent or given or dispatched at the risk of such Member.

33.5.     34.05Any notice in writing or other document in writing required to be served upon or sent to the Company shall be deemed to have been duly given if sent by post to the Office or left at the Office and otherwise in accordance with any procedures specified in the Prospectus with respect to service of notice in specific circumstances.

34.        35.00WINDING UP

34.1.     35.01Notwithstanding any other provision contained in these presents, should the Directors at any time and in their absolute discretion resolve that it would be in the best interests of the Shareholders to wind up the Company, the Secretary shall forthwith at the Directors' request convene an Extraordinary General Meeting of the Company at which there shall be presented a proposal to appoint a liquidator to wind up the Company and if so appointed, the liquidator shall distribute the assets of the Company in accordance with the provisions of this Article 35.0034.

34.2.     35.2If Subject to the provisions of the Act, if the Company shall be wound up or dissolved the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as he thinks fit.

34.3.     The Directors may (i) retain from a payment to any Shareholder pursuant to this Article such amounts and/or (ii) appropriate and/or cancel such number of Participating Shares held by such Shareholder as have a value sufficient to discharge any liability to taxation or withholding tax arising as a result of such Shareholder's holding or beneficial ownership of Participating Shares including any interest or penalties payable thereon.

34.4.     35.03The assets available for distribution shall be applied as follows:-

(i)         firstly those assets attributable to a particular class of Participating Shares shall be paid to the holders of Participating Shares in that class;

(ii)        secondly in the payment to the holders of Management Shares of sums up to the nominal amount paid thereon.  In the event that there are insufficient assets as aforesaid to enable such payment in full to be made, no recourse shall be had to any of the other assets of the Company; and

(iii)        thirdly, any balance then remaining and not attributable to any class of Participating Share shall be apportioned between the classes of Participating Shares pro-rata to the Net Asset Value of each class of Participating Share immediately prior to any distribution to Shareholders and the amounts so apportioned shall be paid to Shareholders pro-rata to the number of Participating Shares in that class held by them.

34.5.     35.04If the Company shall be wound up or dissolved (whether the liquidation is voluntary or pursuant to the provisions of Article 3.12 hereof or under supervision of or by the Court) the liquidator(s) may with the authority of a Special Resolution of the Company, divide among the Shareholders (pro-rata to the value of their shareholdings in the Company as determined in accordance with Article 15.00 15. herein) in specie the whole or any part of the assets of the Company, and whether or not the assets shall consist of property of a single kind PROVIDED THAT Participating Shareholders will be given the opportunity to have their Shares repurchased in accordance with these articles prior to such in specie distribution taking place.  The liquidator(s) may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of Shareholders as the liquidator(s), with the like authority, shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no Shareholder shall be compelled to accept any asset in respect of which there is liability.  Further the liquidator(s) may with like authority transfer the whole or part of the assets of the Company to a company ("the Transferee Company") on terms that Shareholders in the Company shall receive from the Transferee Company shares in the Transferee Company of equivalent value to their shareholding in the Company and the liquidator(s) shall be entitled with such authority to enter into and arrange for the Transferee Company to give effect to any such transfer.  An individual Shareholder may request that the assets representing his shareholding are sold with the costs of the sale charged to that Shareholder and the cash proceeds from such sale be paid to the Shareholder.  The liquidator may (i) retain from a payment to any Shareholder pursuant to this Article such amounts and/or (ii) appropriate and/or cancel such number of Participating Shares held by such Shareholder as have a value sufficient to discharge any liability to taxation or withholding tax arising as a result of such Shareholder's holding or beneficial ownership of Participating Shares including any interest or penalties payable thereon.

35.        36.00INDEMNITY

35.1.     36.01The Directors, Secretary and other officers or servants for the time being of the Company, for the time being acting in relation to any of the affairs of the Company and each of them, and each of their heirs, administrators and executors, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses, which they or any of them, their or any of their heirs, administrators or executors shall or may incur or sustain by reason of any contract entered into or any act done, concurred in, or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful act, neglect or default respectively, 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 Shareholders over all other claims.  None of the foregoing shall be answerable for the acts, receipts, neglects, or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers, brokers, or other persons into whose hands any money or assets of the Company may come, or for any defects of title of the Company to any property purchased, or for insufficiency or deficiency of or defect of title of the Company to any security upon which any moneys of or belonging to the Company shall be placed out or invested, or for any loss, misfortune or damage resulting from any such cause as aforesaid, or which may happen in the execution of their respective offices or trusts, or in relation thereto, unless the same shall happen by or through fraud, wilful defaults or negligence.

36.02             The Administrator and the Investment Manager shall be entitled to such indemnity from the Company upon such terms and subject to such conditions and exceptions and with such entitlement to have recourse to the assets of the Company with a view to meeting and discharging the cost thereof as shall be provided under the Administration Agreement and the Investment Management Agreement (as applicable) provided that no such indemnity shall extend to any matters arising from their own fraud, wilful default or negligence.

 

36.3        The Custodian shall be entitled to such indemnity from the Company upon such terms and subject to such conditions and exceptions and with such entitlement to have recourse to the assets of the Company with a view to meeting and discharging the cost thereof as shall be provided under the Custodian Agreement provided that no such indemnity shall extend to any matters arising from its unjustifiable failure to perform its obligations or its improper performance of them.

35.2.     36.4The Company, the Investment Manager, the Administrator and the Custodian Depositary shall be entitled to rely absolutely on any Standing Repurchase and Payment Instructions and on any declaration received from a Shareholder as to residence or otherwise of such Shareholder and shall not incur liability in respect of any action taken or thing suffered by any of them in good faith in reliance upon any paper or document believed to be genuine and to have been sealed or signed by the proper parties nor be in any way liable for any forged or unauthorised signature on or any common seal affixed to any such document or for acting on or giving effect to any such forged or unauthorised signature or common seal but shall be entitled though not bound to require the signature of any person to be verified by a banker, broker or other responsible person or otherwise authenticated to its or their satisfaction.  The Company, the Investment Manager, the Administrator and the Custodian Depositary shall incur no liability to the Shareholders for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto, or of any decree, order or judgment of any court, or by reason of any request announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or perform or to forbear from doing or performing.  If for any reason it becomes impossible or impracticable to carry out any of the provisions of these presents neither the Company nor the Investment Manager nor the Administrator nor the Custodian Depositary shall be under any liability therefor or thereby.  This Article shall not, however, exempt the Company, the Investment Manager, the Administrator or the Custodian Depositary from any liability they may incur as a result of a failure to adhere to their obligations as set out in the Act or any liability incurred as a result of any fraud, wilful default or negligence on the part of the Company, the Investment Manager or the Administrator or the unjustifiable failure of the Custodian Depositary to perform its obligations or the improper performance of them.

35.3.     36.07References in this Article 36 35 to "Investment Manager" shall be deemed to include a reference to any manager or Sub-Investment Manager or other delegate appointed by the Investment Manager.

36.        37.00DESTRUCTION OF DOCUMENTS

36.1.     37.01The Company may destroy:-

(a)        any share certificate or warrant which has been cancelled at any time after the expiry of one year from the date of such cancellation;

(b)       any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two years from the date such mandate, variation, cancellation or notification was recorded by the Company;

(c)        any instrument of transfer of Shares which has been registered at any time after the expiry of six years from the date of registration thereof; and

(d)        any other document on the basis of which an entry in the Register is made at any time after the expiry of ten years from the date an entry in the Register was first made in respect of it; and it shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that 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:-

(i)         the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

(ii)         nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and

(iii)        references in this Article to the destruction of any document includes references to its disposal in any manner.

37.        SCHEMES OF RECONTSTRUCTION OR AMALGAMATION OR MERGER

37.1.     The Directors shall have the power to reconstruct, amalgamate, merge or divide the Company or any Fund on such terms and conditions as set out in a scheme of reconstruction, amalgamation, merger or division approved by the Directors and whether or not such reconstruction, amalgamation, merger or division involves a merger with or transfer of assets to another entity, whether body corporate or otherwise, subject to the following conditions namely:

37.1.1.      that the reconstruction, amalgamation, merger or division is carried out in accordance with the relevant requirements of the Central Bank; and

37.1.2.      that the Shareholders of the Company or of the relevant Fund have been circulated with the particulars or details of the scheme of such reconstruction, amalgamation, merger or division in the form approved by the Directors; and

37.1.3.      where required by the Central Bank, a special resolution of the Shareholders of the Company or of the relevant Fund has been passed approving the said scheme.

The relevant scheme of reconstruction, amalgamation, merger or division shall take effect upon such conditions being satisfied or upon such later date as the scheme may provide whereupon the terms of such scheme shall be binding upon all the Shareholders 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.

38.        UNTRACED SHAREHOLDERS

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

38.1.1.      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 Shareholder or to the person entitled by transmission to the share at his address on the Register or the last known address given by the Shareholder 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 Shareholder 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);

38.1.2.      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 38.1.1 of this Article is located, the Company has given notice of its intention to sell such share;

38.1.3.      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 Shareholder or person entitled by transmission.

38.2.     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 Shareholder or the person entitled by the transmission to such share.  The transferee shall be entered in the Register as the Shareholder 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.

38.3.     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.

39.        OVERRIDING PROVISIONS

In the event of there being any conflict between the provisions of these Articles and the Act or the Regulations, the Act or the Regulations (as applicable) shall prevail. 

40.        RESTRICTION ON MODIFICATIONS TO MEMORANDUM AND ARTICLES

 

40.1.     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.

41.        SEGREGATION OF LIABILITY

41.1.     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.

41.2.     The assets allocated to a Fund shall be applied solely in respect of the shares of such Fund and no holder of Participating Shares relating to such Fund shall have any claim or right to any asset allocated to any other Fund.

41.3.     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 thereof 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.

41.4.     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.

41.5.     In any proceedings brought by any Shareholder of a particular Fund, any liability of the Company to such Shareholder 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.

41.6.     Nothing in this Article 41 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 443, 557, 604 and 608 of the Act.

42.        CROSS INVESTMENT

42.1.     Subject to the provisions of the Regulations, the Company may on behalf of a Fund acquire Shares in another Fund.


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
 
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ISEUGUMUBUPQUBA