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Investment company with variable capital (SICAV)Registered office: L-2633 Senningerberg6A, route de Trèves Consolidated Articles of Incorporationin Accordance with Certificate No 1422 dated 29 September 2006 types and other legally permissible assets in The entry of the shareholder’s name in the register accordance with the investment policy as set forth for of shares evidences the shareholder’s right of the respective share class(es) by the Board of Directors ownership to such registered shares. The Company for a subfund (as defined below), and taking into decides whether a certificate for such entry is account investment restrictions required by law or delivered to the shareholder or whether the determined by the Board of Directors.
shareholder receives a written confirmation of its There exists among the subscribers and those who The Board of Directors will set up a portfolio of assets become holders of subsequently issued shares a joint- that represents a subfund (hereinafter the “Subfund”) If bearer shares are issued, registered shares may stock company (“société anonyme”) in the form of an as defined in Article 133 of the Law of 20 December be converted into bearer shares and bearer shares investment company with variable capital (“Société 2002 as well as subsequent amendments and laws in may be converted into registered shares at the d’Investissement à Capital Variable”) under the name relation thereto, and that is formed for one or more request of the shareholder. An exchange of “Allianz Global Investors Fund” (hereinafter the share classes of the type described in Article 11 of registered shares into bearer shares will be effected these Articles of Incorporation. Each portfolio will be by cancellation of the registered share certificates, invested in proportion to the investors for the exclusive if any, after confirming that the transferee is not a benefit of the relevant share class(es). restricted person and by issuance of one or more The registered office of the Company is in The Company constitutes a single legal entity. Each bearer share certificates to replace the cancelled Senningerberg, Grand Duchy of Luxembourg. The subfund is only responsible towards third parties, registered share certificates. An entry will be made Board of Directors may decide to establish branches, particularly to creditors of the Company, and in in the register of shareholders to evidence such subsidiaries or other offices either in the Grand Duchy derogation of Article 2093 of the Luxembourg Civil cancellation. An exchange of bearer shares into of Luxembourg or abroad (but in no event in the Code, for those liabilities allocated to it.
registered shares will be effected by cancellation of United States of America, its territories or possessions).
The Board of Directors may create each subfund for an the bearer share certificates, and, if applicable, by If the Board of Directors concludes that extraordinary unlimited or limited period of time; in the latter case, issuance of registered share certificates in lieu political or military events that could have a negative the Board of Directors may, at the expiration of the thereof. An entry will be made in the register of impact on the regular course of business of the initial period of time, extend the duration of that shareholders to evidence such issuance. At the Company at its registered office or the communication subfund one or more times. At the expiration of the discretion of the Board of Directors, the costs of with the affected offices or persons abroad have duration of a subfund, the Company shall redeem all occurred or are imminent, the registered office may be the shares in the class(es) of shares of that subfund, in temporarily moved abroad until such time as the accordance with Article 8 of these Articles of Before shares are issued in bearer form and before situation completely normalises; these provisional Incorporation, irrespective of the provisions of Article registered shares are converted into bearer shares, measures will have no bearing on the nationality of the 24 of these Articles of Incorporation. At each extension the Company may require proof, satisfactory to the Company, which, regardless of this temporary of the duration of a subfund, the registered Board of Directors, that such issuance or exchange relocation, will remain a Luxembourg Company.
shareholders will be duly notified in writing, by a will not result in such shares being held by a notice sent to their address as recorded in the Company’s register of shareholders. The Company will The share certificates will be signed by two The Company is established for an unlimited duration.
inform the bearer shareholders by a notice published members of the Board of Directors. The signatures in newspapers to be determined by the Board of may be handwritten, printed or in the form of a Directors, if these investors and their addresses are not facsimile. One of these signatures may be made by The exclusive purpose of the Company is to invest the known to the Company. The sales documents for a person duly authorised to do so by the Board of assets of the Company in transferable securities and shares in the Company shall indicate the duration of Directors; in this case, it must be handwritten. The other assets permitted by law in accordance with the each subfund and, if applicable, any extension of its Company may issue temporary share certificates in principle of risk diversification and with the objective of paying out to shareholders the profits resulting from For the purpose of determining the capital of the the management of the assets of the Company, either Company, the net assets attributable to each class of 2. If bearer shares are issued, the transfer of bearer through distributions or through accumulation of shares will, if not already denominated in Euro, be shares will be effected by delivery of the converted into Euro. The capital of the Company corresponding share certificates. The transfer of The Company may take any measures and execute any equals the total of the net assets of all the classes of transactions that it considers expedient with regard to (i) if share certificates have been issued, by delivery of the fulfilment and implementation of the object of the the certificate or certificates representing these Company to the full extent permitted by the Law of 20 December 2002 on Undertakings for Collective 1. Individual, collective and global certificates may be instruments of transfer satisfactory to the Company, Investment as well as subsequent amendments and issued; no claim can be made on the issue of physical securities. The Board of Directors (ii) if no share certificates have been issued, by a determines whether the Company issues shares in written declaration of transfer to be entered in the bearer and/or in registered form. If bearer share register of shareholders, dated and signed by the certificates are issued, they will be issued in such transferor and transferee, or by persons holding suitable powers of attorney to act on their behalf. prescribes, and they may be imprinted with a Any transfer of registered shares will be entered in Article 5 – Share Capital, Share Classes notice that they may not be transferred to any the register of shareholders. This entry will be The capital of the Company will at all times be equal to restricted person (as defined in Article 10 below) signed by one or more members of the Board of the total net assets of the Company in accordance with or entity established by or for a restricted person. Directors or by one or more other persons duly Article 11 of these Articles of Incorporation and will be The applicability of the regulations of Article 10 authorised to do so by the Board of Directors.
represented by fully paid-up shares of no face value. does not, however, depend on whether certificates 3. Shareholders entitled to receive registered shares The minimum capital, as provided by law, is fixed at must provide the Company with an address to one million two hundred and fifty thousand Euro All registered shares issued by the Company are which all notices and announcements may be sent. (EUR 1,250,000). Upon the decision of the Board of entered in the register of shareholders, which is This address will also be entered into the register Directors, the shares issued in accordance with Article kept by the Company or by one or more persons 7 of these Articles of Incorporation may be from more designated by the Company. This register contains In the event that a shareholder does not provide an than one share class. The proceeds from the issue of the names of the owners of registered shares, their address, the Company may have a notice to this shares of a share class, less a sales commission (sales permanent residence or elected domicile as effect entered into the register of shareholders. The charge), are invested in transferable securities of all indicated to the Company, and the number of shareholder’s address will be deemed to be at the registered office of the Company, or at such other The subscription price is payable within a period time period and in the manner deemed necessary by address as may be determined by the Company determined by the Board of Directors, which may not the Board of Directors, in the best interest of the from time to time, until another address is exceed five (5) business days from the relevant Company. However, this suspension should not exceed provided to the Company by that shareholder. A two valuation days. On the valuation day following this shareholder may, at any time, change the address The Board of Directors may confer the authority upon period, these redemption and conversion applications entered in the register of shareholders by means of any of its members, any managing director, officer or will be given priority and dealt with ahead of other a written notification to the registered office of the other duly authorised representative to accept Company or to such other address as may be subscription applications, to receive payments for The Company may be authorised by resolution of the determined by the Company from time to time.
newly issued shares and to deliver these shares.
Board of Directors to satisfy payment of the 4. If a shareholder can prove to the satisfaction of the The Company may agree to issue shares as redemption price owed to any shareholder, subject to Company that his share certificate has been lost, consideration for a contribution in kind of assets, in such shareholder’s agreement, in specie by allocating damaged or destroyed, then, at the shareholder’s accordance with Luxembourg law, in particular in assets to the shareholder from the portfolio set up in request, a duplicate share certificate may be issued accordance with the obligation to deliver a valuation connection with the share class(es) equal in value to under such conditions and guarantees as the report from an auditor („réviseur d’entreprises agréé“), the value of the shares to be redeemed (calculated in Company may determine, including but not and provided that such assets are in accordance with the manner described in Article 11) as of the valuation restricted to a bond issued by an insurance the investment objectives and policies of the relevant day or the time of valuation when the redemption company. With the issuance of the new share subfund. All costs related to the contribution in kind price is calculated. The nature and type of assets to be certificate, which will be marked as a duplicate, the are borne by the shareholder acquiring shares in this transferred in such case will be determined on a fair original share certificate being replaced shall and reasonable basis and without prejudicing the Applications for subscription are irrevocable, except – interests of the other shareholders in the given share Damaged share certificates may be cancelled by for the duration of such suspension – when the class or classes, as the case may be. The valuation used the Company and replaced by new certificates.
calculation of the net asset value has been suspended will be confirmed by a special report of the Auditor of The Company may, at its discretion, charge the in accordance with Article 12 of these Articles of the Company. The costs of any such transfers are costs of a duplicate or of a new share certificate and all reasonable expenses incurred by the All redeemed shares will be cancelled.
Company in connection with the issue and All applications for redemption of shares are registration thereof or in connection with the Any shareholder may request a redemption of all or irrevocable, except – in each case for the duration of cancellation of the original share certificate, to the part of his shares from the Company, pursuant to the the suspension – in accordance with Article 12 of these conditions and procedures set forth by the Board of Articles of Incorporation, when the calculation of the 5. The Company recognises only one owner per Directors in the sales documents for the shares and net asset value has been suspended or when share. If one or more shares are jointly owned or if within the limits provided by law and these Articles of redemption has been suspended as provided for in this the ownership of a share or shares is disputed, all persons claiming a right to those shares will Subject to the provisions of Article 12 of these Articles appoint one owner to represent those shares of Incorporation, the redemption price per share will towards the Company. The failure to appoint such be paid within a period determined by the Board of A shareholder may convert shares of a particular share an attorney results in the suspension of the Directors which may not exceed five (5) business days class of a subfund held in whole or in part into shares exercise of all rights attached to such shares.
from the relevant valuation day, as determined in of the corresponding share class of another subfund; 6. The Company may decide to issue fractional accordance with the current policy of the Board of shares may not be converted from one share class to shares. Such fractional shares do not carry voting Directors, provided that any share certificates issued another in the same subfund or in another subfund. In rights but are entitled to participate in the net and any other transfer documents have been received derogation of this, the Board of Directors may provide assets attributable to the relevant class of shares on for more flexible conversion of shares than permitted a pro rata basis. Certificates for bearer shares will The redemption price per share for shares of a particular share class of a subfund corresponds to the The Board of Directors may make the conversion of net asset value per share of the respective share class shares dependent upon additional conditions.
less any redemption fee, if applicable. Additional fees A conversion application will be considered as an The Board of Directors is authorised, without limitation, may be incurred if distributors and paying agents are application to redeem the shares held by the to issue an unlimited number of fully paid up shares at involved in a transaction. The relevant redemption shareholder and as an application for the simultaneous any time without reserving a preferential right to price may be rounded up or down to the nearest unit acquisition (issue) of the shares to be acquired. This subscribe for the shares to be issued for the existing of the currency in which it is to be paid, as determined conversion will be calculated on the basis of the net asset value per share of the respective share class; a The Board of Directors may impose restrictions on the A process determined by the Board of Directors and conversion fee may be incurred. Additional fees may frequency at which shares of a certain class are issued; described in the sales documents shall govern the be incurred if distributors and paying agents are the Board of Directors may, in particular, decide that chronology of the redemption of shares in a subfund. involved in a transaction. The prices underlying the shares of a particular class will only be issued during If as a result of a redemption application, the number conversion may be rounded up or down to the nearest one or more offering periods or at such other intervals or the value of the shares held by any shareholder in unit of the currency in which they are to be paid, as as provided for in the sales documents of the any class of shares falls below the minimum number determined by the Board of Directors. The Board of or value that is then – if the rights provided for in this Directors may determine that balances of less than a Shares in subfunds will be issued at the subscription sentence are to be applicable – determined by the reasonable amount to be set by the Board of Directors, price. The subscription price for shares of a particular Board of Directors in the sales documents, the resulting from conversions will not be paid out to share class of a subfund, corresponds to the net asset Company may decide to treat such an application as an value per share of the respective share class (for more application for redemption of all of that shareholder’s As a rule, both the redemption and the acquisition on this, see Articles 11 and 12) plus any sales charge, if parts of the conversion application should be applicable. Additional fees may be incurred if If, in addition, on a valuation day or at some time calculated on the basis of the values prevailing on one distributors and paying agents are involved in a during a valuation day, redemption applications as and the same valuation day. If there are different order transaction. The relevant subscription price may be defined in this Article and conversion applications as acceptance deadlines for the subfunds in question, the rounded up or down to the nearest unit of the defined in Article 9 of these Articles of Incorporation calculation may deviate from this, in particular currency in which it is to be paid, as determined by the exceed a certain level set by the Board of Directors in depending on the sales channel. In particular either relation to the shares of a given share class, the Board – the sales part may be calculated in accordance with A process determined by the Board of Directors and of Directors may resolve to suspend part or all of the the general rules on the redemption of shares described in the sales documents shall govern the redemption and conversion applications for a certain (which may be older than the general rules on the chronology of the issue of shares in a subfund. issue of shares), while the purchase part would be (corresponding to the information in the purchase calculated in accordance with the general (newer) A. decline to issue any shares and decline to register notification) after the final determination of the any transfer of shares, where such registration or purchase price following the return of the share – the sales part is not calculated until a time later in transfer would result in legal or beneficial certificate(s) as designated in the purchase relation to the general rules on share redemption ownership of such shares by a restricted person; notification and their corresponding coupons that together with the purchase part calculated in are not yet due. After the purchase notification has accordance with the newer (in relation to the sales B. at any time require any person whose name is been provided and in accordance with the entered in the register of shareholders or who procedure outlined above, the previous owner no Conversions may only be effected if, at the time, both seeks to register the transfer of shares in the longer has any claim related to all or any of these the redemption of the shares to be converted and the register of shareholders to furnish the Company shares and the previous owner also has no further issue of the shares to be acquired are simultaneously with any information, supported by affidavit, which claim against the Company or the Company’s possible; there will be no partial execution of the it may consider necessary for the purpose of assets in connection with these shares, with the application unless the possibility of issuing the shares determining whether or not beneficial ownership of exception of the right to receive payment of the to be acquired ceases after the shares to be converted such shareholder’s shares rests with a restricted purchase price without interest from the named person, or whether such registration will result in bank after actual delivery of the share certificate(s). All applications for the conversion of shares are beneficial ownership of such shares by a restricted irrevocable, except – in each case for the duration of shareholders are entitled in accordance with the the suspension – in accordance with Article 12 of these C. decline to accept the vote of any restricted person provisions of this paragraph may no longer be Articles of Incorporation, when the calculation of the at the general meeting of shareholders; and claimed and is forfeited as regards the respective net asset value of the shares to be redeemed has been D. instruct a shareholder to sell his shares and to share class(es) unless such income is claimed suspended or when redemption of the shares to be demonstrate to the Company that this sale was within a period of five years after the date indicated redeemed has been suspended as provided for in made within thirty days of notification if the in the purchase notification. The Board of Directors Article 8. If the calculation of the net asset value of the Company determines that a restricted person is the is authorised to take all necessary steps to return shares to be acquired is suspended after the shares to sole beneficial owner or is the beneficial owner be converted have already been redeemed, only the together with other persons. If the investor does implementation of corresponding measures for the acquisition part of the conversion application can be not comply with the notification, the Company may, in accordance with the procedure described 4. The exercise of the powers by the Company in If, in addition, on a valuation day or at some time below, compulsorily redeem all shares held by accordance with this Article may in no way be during a valuation day redemption applications as such a shareholder or have this redemption carried called into question or declared invalid on the defined in Article 8 of these Articles of Incorporation grounds that the ownership of shares was not and conversion applications as defined in this Article 1. The Company provides a second notification sufficiently proven or that the actual ownership of exceed a certain level set by the Board of Directors in („notification of purchase“) to the investor or the shares did not correspond to the assumptions relation to the shares issued in the share class, the owner of the shares to be redeemed, in accordance made by the Company on the date of the purchase Board of Directors may resolve to suspend part or all with the entry in the register of shareholders; this notification, provided that the Company exercised of the redemption and conversion applications for a notification designates the shares to be redeemed, the above-named powers in good faith.
certain period of time and in the manner deemed the procedure under which the redemption price is “Restricted persons” as defined in these Articles of necessary by the Board of Directors, in the best interest calculated and the name of the acquirer.
Incorporation are neither persons who subscribe of the Company. However, this suspension should not Such notification will be sent by registered post to shares for the duration of their shareholding in exceed two valuation days. On the valuation day the last known address or to the address listed in connection with the formation of the Company nor following this period, these redemption and conversion the Company’s books. This notification obliges the securities dealers who subscribe shares in the applications will be given priority and dealt with ahead investor in question to send the share certificate or share certificates that represent the shares to the If as a result of a conversion application, the number Company in accordance with the information in the Article 11 – Calculation of Net Asset Value per Share or the value of the shares held by any shareholder in The net asset value per share of each class of shares any class falls below the minimum number or value Immediately upon close of business on the date will be calculated in the base currency of the subfund that is then – if the rights provided for in this sentence designated in the purchase notification, the (as defined in the sales documents for the shares) and, are to be applicable – determined by the Board of shareholder’s ownership of the shares which are if share classes are issued with other reference Directors in the sales documents, the Company may designated in the purchase notification ends. For currencies in a subfund, such net asset value will be decide to treat the purchase part of the conversion registered shares, the name of the shareholder is published in the currency in which that class of shares application as a request for redemption for all of the stricken from the register of shareholders; for is denominated. On each valuation day or at some shareholder’s shares in the given share class; the bearer shares, the certificate or certificates that time during a valuation day, the net asset value per acquisition part of the conversion application remains share will be calculated by dividing the net assets of unaffected by any additional redemption of shares. 2. The price at which these shares are acquired the Company attributable to the respective share class, Shares that are converted to shares of another share (“sales price”) corresponds to an amount that is, the proportional share of the assets attributable determined on the basis of the share value of the to such a share class, less the proportional share of the corresponding share class on a valuation day, or at liabilities attributable to a share class on this valuation Article 10 – Restrictions on Ownership of Shares some time during a valuation day, as determined day or this time during the valuation day, by the The Company may restrict or prevent the ownership of by the Board of Directors, less any redemption fees number of shares in circulation of the relevant share shares in the Company by any individual or legal incurred, if applicable. The purchase price is, less class in accordance with the valuation rules set forth entity, if in the opinion of the Company such holding any redemption fees incurred, if applicable, the below. Net asset value may be rounded up or down to may be detrimental to the Company, if it may result in lesser of the share value calculated before the date the next applicable currency unit in accordance with a breach of any law or regulation, whether Luxembourg of the purchase notification and the share value law or other law, or if as a result thereof the Company calculated on the day immediately following For money-market subfunds, the net asset value per may become exposed to tax disadvantages or other submission of the share certificate(s).
share of a share class may be determined plus/less financial disadvantages that it would not have 3. The purchase price will be made available to the accrued income and expenses expected to be due per otherwise incurred (such individual or legal entities are previous owner of these shares in the currency share up to and including the calendar day before the to be determined by the Board of Directors and are determined by the Board of Directors for the defined herein as “restricted persons”).
If, since the determination of the share value, there corresponding share class and deposited by the have been significant changes in the prices on markets Company at a bank in Luxembourg or elsewhere in which a significant portion of the assets attributable to a share class are traded or listed, the Company may, particular futures, forward or options contracts are correspondent banks, the Paying and Information in the interest of the shareholders and the Company, traded by the Company. If futures, forward or cancel the first valuation and perform a second options contracts cannot be liquidated on the day representatives in places in which the Company is with respect to which net assets are being registered, as well as other representatives The valuation of the share value of the different classes determined, the basis for determining the of shares will be performed in the following manner: liquidating value of such contracts will be such intermediaries for securities lending; compensation value as the Board of Directors deems fair and and expenses of the members of the Board of Directors and their insurance, reasonable travel 1. All cash positions, term deposits and cash held at g) Interest rate swaps will be valued at their market costs and cash expenses for meetings of the Board value by reference to the applicable interest-rate of Directors; fees and expenses for legal advice and 2. all matured bills receivable and vested receivables audits, including the costs of providing tax as well as outstanding balances (including payment h) Index and financial instrument-related swaps will information certificates for domestic and foreign for securities sold but not yet delivered); be valued at their market value established by 3. all interest-bearing securities, certificates of deposit, reference to the applicable index or financial implementation of the justifiable legal rights of the stocks, bonds, subscription rights, convertible instrument. The valuation of the index or financial Company, a subfund or a share class and for bonds, options and other securities, financial instrument-related swap agreement is based upon defence against claims made against the Company, instruments and similar assets, that the Company the market value of such swap transaction a subfund or a share class that seem unjustified; established in good faith pursuant to procedures fees and costs for the registration and maintenance 4. cash and other dividends and distributions that can established by the Board of Directors.
of the registration of subfunds with the supervisory be claimed by the Company provided that the i) Target fund units in undertakings for collective authorities and exchanges in the Grand Duchy of Company has been appropriately notified thereof; investment in transferable securities (“UCITS”) or Luxembourg and in other countries; a reasonable 5. accrued interest on interest-bearing assets that the undertakings for collective investment (“UCI”) are proportion of advertising costs and other costs Company owns provided that they are not included valued at the latest redemption price determined incurred in connection with the offer and the in the principal amount of the corresponding asset distribution of shares; disclosure and publication or are not reflected by the principal amount; The value of all assets and liabilities not expressed in costs, including the cost of preparing, printing, 6. formation expenses of the Company that have not the base currency of the respective subfund will be advertising and shipping full and simplified sales been written off, including costs for the issue and converted into such currency at the latest available prospectuses, explanatory notes, periodic reports, exchange rates. If such rates are not available, the rate registration notices as well as the costs of other 7. other assets of whatever type and origin, including of exchange will be determined in good faith pursuant reports to the shareholders; costs of assessing the to procedures established by the Company.
standing of the subfund by nationally and The value of these assets will be determined as The Company, at its sole discretion, may permit some internationally recognised rating agencies; costs for other method of valuation to be used if it considers calculating the risk and performance figures and a) Cash, term deposits and similar assets will be such valuation to be a more fair valuation of an asset the calculation of a performance-related fee for the valued at their face value plus interest. If there are Management Company by third parties appointed significant changes in market conditions, the to do so; costs related to obtaining and maintaining valuation may be made at the realisation price if II. The liabilities of the Company include: II. The liabilities of the Company include: a status authorising the direct investment in assets the Company can cancel the investment, the cash 1. All loans, bills payable and payments due; in a country or to act directly as a contracting or similar assets at any time; the realisation price in 2. all accrued interest on the Company’s loans partner in markets in a country; costs related to the this sense corresponds to the sales price or the use of index names, in particular, licence fees; value that must be paid upon cancellation to the 3. all costs incurred or payable (including but not costs and fees incurred by the Company and by restricted to management costs, management third parties designated by the Company related to b) Investments that are listed or traded on an compensation, including incentive fees (if provided the acquisition, use and maintenance of in-house exchange will be valued based on the latest for), custodian fees and costs for representatives of or third-party computer systems used by fund available trade price on the stock exchange which management; costs and expenses of the Company, constitutes in principle the principal market for this 4. all known current and future liabilities, including the Custodian and third parties authorised by the contractual liabilities due on cash payments or Company and the Custodian in connection with c) Investments traded on another regulated market property transfers, including the total of unpaid but monitoring investment limits and restrictions; costs will be valued at the latest available price.
related to obtaining information about general d) Securities and money-market instruments whose 5. appropriate provisions for future tax payments on shareholders’ meetings of companies or about latest available trade prices do not correspond to the basis of capital and income on the valuation other meetings of the owners of assets and costs appropriate market prices, as well as securities and day, or at some time during a valuation day, as related to participation by the Company or money-market instruments not officially listed or decided by the Company, as well as other authorised third parties in such meetings; all taxes, traded on an exchange or on another regulated provisions (if made) that have been authorised by fees, public and similar charges, as well as all other market, and all other assets, are valued on the the Board of Directors, and other amounts (if operating expenses, including buying and selling basis of their probable sales price, determined provided for) that the Board of Directors considers costs of assets (including any research and analyst appropriate in connection with pending liabilities of services made available in accordance with market e) Claims for reimbursement from securities lending practice), as well as the use of securities lending are valued at the respective market value of the 6. all other liabilities of the Company, regardless of programmes, interest, bank and broker fees, securities and money-market instruments lent.
type or origin, taking into account generally postage, telephone, fax and telex charges. The f) The liquidating value of futures, forward or options accepted accounting principles. In determining the Company may allow the management expenses contracts not traded on exchanges or on other amount of these liabilities, the Company will take and other regular or recurring expenses to accrue regulated markets means their net liquidating value into account all costs to be paid by the Company, and to allocate the amount estimated in this way to determined, pursuant to the policies established by including formation expenses; fees to be paid to the Board of Directors, on the basis of calculations consistently applied for all types of contract. The Administration Agent as well as remuneration due III. The assets will be allocated as follows: III. The assets will be allocated as follows: liquidation proceeds of futures, forward or options to third parties appointed by the Central The Board of Directors may establish subfunds, which contracts traded on exchanges or on other Administration Agent with central administration regulated markets will be based upon the latest tasks, if they are not charged directly to the a) If multiple classes of shares are issued in one available trade price of these contracts on shareholder in a special share class; payments/fees subfund, the assets attributable to these share exchanges and regulated markets on which the and expenses of auditors, the Custodian and its classes will be jointly invested pursuant to the specific investment policy of the subfund the valuation is made, as specified by the Board of d) if for other reasons the prices for assets of the concerned. The Board of Directors may also define Directors on the corresponding valuation day; from Company attributable to the subfund in question or share classes within a subfund, which may differ in that time until the Company pays the redemption to a certain share class cannot be determined their charges, fee structure, application of earnings, price, the Company will record a liability in that persons authorised to invest, minimum investment e) during a period in which it is not possible for the amount, reference currency, the possibility of a 2. Shares to be issued will be treated as being issued Company to repatriate the necessary funds for the currency hedge in a share class, or other from the date specified by the Board of Directors redemption of shares, or in which the transfer of for the respective valuation day on which the funds from the sale or for the acquisition of b) Proceeds from the issue of shares of a share class, valuation is made; from that date until receipt of investments or for payments resulting from less any sales charge, if applicable, will be allocated the issue price by the Company, the Company will redemptions of shares cannot be carried out, in the in the books of the Company to that share class or view of the Board of Directors, at normal exchange those share classes issued for the respective 3. If the Company undertakes on a valuation day or at subfund, and that amount will serve to increase the f) from the time of the announcement of a call by proportion of the net asset value of the affected – to purchase any asset, the value of the investors for an extraordinary meeting of subfund attributable to the share class to be issued.
consideration to be paid for such asset will be shareholders for the purpose of liquidating the c) Assets, liabilities, income and expenses allocated to recognised as a liability of the Company and the Company, a subfund or a share class, or for the a subfund are allocated to the share class(es) value of the asset to be acquired will be recognised purpose of carrying out a merger of the Company, issued by that subfund, subject to (a) above.
as an asset of the Company in the Company’s a subfund or a share class, or for the purpose of d) Where an asset is derived from another asset, the informing investors of the decision by the Board of derivative asset will be allocated in the books of – to dispose of an asset, then the consideration due Directors to liquidate subfunds or share classes or the Company to the same class(es) of shares as the for such asset is recognised as a receivable of the for the purpose of merging subfunds or share assets from which it was derived, and on each Company and the asset to be disposed of is no revaluation of an asset, the increase or decrease in longer reported as an asset of the Company, g) during any period in which the valuation of the value will be applied to the relevant class(es) of whereby, if the precise value or the precise nature currency hedges of subfunds or share classes of the consideration or of the asset is not known whose respective investment objectives and e) If an asset or a liability of the Company cannot be on the corresponding valuation day or at the policies make hedging of currencies at the share allocated to a particular share class, then that asset corresponding time during such valuation day, then class or subfund level desirable cannot be or that liability shall be allocated to all share classes this value will be estimated by the Company.
adequately carried out or cannot be carried out at on a pro rata basis in relation to their respective net assets or in another manner determined in Article 12 – Frequency and Temporary Suspension Appropriate notice of any such suspension considered good faith by the Board of Directors, whereby of the Calculation of Share Value and of the Issue, necessary will be published by the Company. The (i) when assets are held in an account for the account Company may notify shareholders applying for of multiple subfunds and/or are administered as a For each share class, the net asset value and the issue, subscription, conversion, or redemption of shares for separate pool of assets by a representative of the redemption and conversion price per share will be which the calculation of net asset value has been Board of Directors authorised to do so, the calculated on a regular basis by the Company or by an corresponding right of each share class will office authorised to do so by the Company, at least Any such suspension in a share class has no effect on correspond on a pro rata basis to its investment in twice per month at intervals to be determined by the the calculation of the net asset value per share, or the Board of Directors. The day on which this calculation is issue, redemption or conversion of shares of other (ii) this right will change in accordance with the made is designated the “valuation day”; if the share investments and redemptions made for the account value is determined more than once on a single of the shares, as described in detail in the sales valuation day, each of these times is considered to be documents for the shares in the Company, and a “valuation time” during that valuation day.
The Company may suspend the calculation of the net (iii) each subfund is only responsible towards third asset value per share of each subfund or of an The Company will be managed by a Board of Directors parties, particularly to creditors of the Company, individual share class as well as the issue and composed of not less than three members, who need and in derogation of Article 2093 of the redemption of shares and the conversion of shares in not be shareholders of the Company. They will be Luxembourg Civil Code, for those liabilities each individual subfund or of an individual share class: elected for a term not exceeding six years. The Board a) during any period (with the exception of regular of Directors will be elected by the shareholders at the f) After payment of distributions to the holders of any bank holidays) in which any of the principal stock general meeting of shareholders at which the number class of shares, the net asset value of that class of exchanges or other markets on which a substantial of directors, their remuneration and term of office will shares will be reduced by the amount of the portion of the assets of a subfund are listed or dealt in is closed, or during any period in which Members of the Board of Directors are selected by a All valuation regulations and resolutions have to be trade on such an exchange or market is restricted majority vote of the shares present or represented at interpreted and made in accordance with generally or suspended, provided that such closure, restriction or suspension affects the valuation of Any member of the Board of Directors may be With the exception of any cases of wilful misconduct, the assets of the subfund in question of the removed with or without cause or replaced at any time gross negligence or obvious error, any decision taken Company listed in such exchange or market; or by a resolution adopted by the general meeting.
in connection with the calculation of the net asset b) during any period in which, in the view of the In the event of a vacancy in the office of a member of value by the Board of Directors or by a bank, company Board of Directors, there is an emergency, the the Board of Directors, the remaining directors may or other office authorised by the Board of Directors to result of which is that the sale or valuation of temporarily fill such vacancy; the shareholders will take calculate net asset value, is final and binding on the assets of a certain subfund or of certain share a final decision regarding such nomination at their next Company as well as on present, past and future classes of the Company cannot, for all practical c) at times when there is a breakdown in the means IV. For the purposes of this Article, the following IV. For the purposes of this Article, the following of communication or calculation normally used on The Board of Directors will choose a chairman from an exchange or other market to determine the among its members. It may choose a secretary, who 1. Outstanding shares in the Company to be price or the value of investments of a subfund or of need not be a director, who will write and keep the redeemed under Article 8 of these Articles of a share class or to the determine the current price minutes of the meetings of the Board of Directors and Incorporation will be treated as existing shares and or value of investments of the respective subfund of the shareholders. The Board of Directors shall meet taken into account until immediately after the time upon call by the chairman or any two directors, at the Article 15 – Powers of the Board of Directors admission of which is obtained no later than one place indicated in the notice of meeting.
The Board of Directors is vested with the broadest The chairman of the Board of Directors presides at the powers to perform all acts of disposition and Money-market instruments are investments that are board meetings and the general meetings of administration within the Company’s purpose, in normally traded on the money market that are liquid shareholders. In his absence, the shareholders or the compliance with the investment policy as determined and whose value can be determined precisely at any members of the Board of Directors may decide by a in Article 18 of these Articles of Incorporation.
majority vote that another director, or in case of a All powers not expressly reserved by law or by these b) Units of Undertakings for Collective Investment in shareholders’ meeting, another person will chair such Articles of Incorporation to the general meeting of Securities (“UCITS”) in accordance with Directive shareholders lie in the competence of the Board of 85/611/EEC or other Undertakings for Collective The Board of Directors may appoint any officers, Investment (“UCI”) as defined by Article 1 Para. 2, including a managing director and any assistant first and second bullet point of Directive 85/611/ managing directors as well as any other officers that EEC with registered offices in a member state of the Company deems necessary for the operation and Vis-à-vis third parties, the Company is validly bound by the European Union or a third country, if management of the Company. Such appointments may the joint signature of any two directors or by the joint – such other UCI are admitted in accordance with be cancelled at any time by the Board of Directors. The or single signature of any person(s) to whom authority legal regulations that subject them to official officers need not be directors or shareholders of the has been delegated by the Board of Directors.
supervision, which in the opinion of the Company. Unless otherwise stipulated by the Articles Commission de Surveillance du Secteur Financier of Incorporation, the officers have the rights and duties (“CSSF”) are equivalent to those of the European conferred upon them by the Board of Directors.
The Board of Directors may delegate its powers to Community law, and adequate assurance of the co- Written notice of any meeting of the Board of Directors conduct the daily management of the Company operation between the government agencies exists; will be given to all directors at least twenty-four hours (including the power to act as authorised signatory for – the level of protection for the unitholders of the prior to the date set for such meeting, except in the Company) and its powers to carry out acts in UCI is equivalent to the level of protection for the emergencies, in which case the nature of the furtherance of the corporate policy and purpose, to unitholders of a UCITS and in particular the emergency will be set forth in the notice of meeting. one or more individual or legal entities, who need not provisions for separate safekeeping of Fund assets, This notice may be waived by consent in writing, by be members of the Board of Directors, who will have borrowing, lending and short sales of securities and telegram, telex, telefax or other similar means of the powers determined by the Board of Directors and money-market instruments are equivalent to the communication. No separate invitation is necessary for who may, if the Board of Directors so authorises, sub- meetings whose date and location have been – the business operations of the UCI are the subject determined by a prior resolution of the Board of The Company will conclude, as described in detail in of annual and semi-annual reports that make it the sales documents, an agreement with a possible to form a judgment concerning the assets Any member of the Board of Directors may act at any management company (the “Management Company”) and liabilities, the income and transactions in the meeting by appointing another director as his proxy in who will provide advice and consultation on the writing, by telegram, telex or telefax or any other Company’s investment policy in accordance with Article – the UCITS or the UCI, the units of which are to be similar means of communication. A director may 18 of these Articles of Incorporation. As part of the acquired, may according to its formation represent more than one of his colleagues.
daily investment policy and under the overall documents, invest a maximum of 10 % of its assets Any member of the Board of Directors may participate supervision of the Board of Directors, the Management in a meeting of the Board of Directors through a Company may, in accordance with a written c) Demand deposits or deposits subject to call with a conference call or through similar means of agreement, take decisions regarding the acquisition communication that permit all participants in the and sale of securities and other assets of the Company.
institutions, provided the financial institution in meeting to hear one another; participation in this In the event of the termination of said agreement question has its registered office in a member state manner is considered to be the same as a physical under any conditions, the Company will change its of the European Union or, if the registered office of name to a name not resembling the one specified in the financial institution is located in a third country, The Board of Directors may only make legally binding Article 1 of these Articles of Incorporation.
is subject to regulatory provisions, which in the resolutions at duly convened meetings of the Board of The Board of Directors may also confer special powers opinion of the CSSF are equivalent to those of Directors. The directors may not bind the Company by of attorney by notarial or private proxy.
European Community law. The deposits may in their individual signatures, unless specifically principle be denominated in all currencies authorised to do so by resolution of the Board of Article 18 – Investment Policies and Restrictions permitted by the investment policy of a subfund.
The Board of Directors may, in accordance with the d) Derivative financial instruments (“derivatives”), i.e. The Board of Directors can deliberate or act validly principle of risk diversification, determine the in particular futures, forward contracts, options and only if at least the majority of the directors, or any investment policies of each subfund, the hedging swaps including equivalent instruments settled in other quorum that the Board of Directors may strategy to be applied to specific classes of shares cash, which are traded on regulated markets determine, is present or represented.
within a subfund, and the course of conduct of the described in a), and/or derivative financial Resolutions of the Board of Directors will be recorded management and business affairs of the Company, all instruments that are not traded on regulated in minutes signed by the chairman of the board within the restrictions to be set forth by the Board of markets (“OTC derivatives”), if the underlying meeting. Copies of extracts of such minutes to be Directors in compliance with applicable laws and securities are instruments as defined under this no. produced in judicial or other proceedings are validly 1 or under the first bullet point of no. 2 , or signed by the chairman of the meeting or any two 1. Under these investment restrictions, the Board of financial indices, interest rates, exchange rates or Directors may decide to invest in the following currencies in which a subfund may invest in Resolutions will be taken by a majority vote of the assets; the Board of Directors may also decide to accordance with its investment objectives. The directors present or represented at such meeting. In financial indices within this meaning include, the event of a tied vote, the chairman of the board a) Securities and money-market instruments that specifically, currency, exchange-rate, interest-rate, – are traded on a stock exchange or another price and overall interest-rate return indices, as Circular resolutions in writing approved and signed by regulated market of an EU member state or of a well as, in particular, bond, equity, commodity all directors have the same effect as resolutions passed third country, which operates regularly and is futures, precious metal and commodity indices and at the board meetings; each director may approve such indices on additional permissible instruments listed resolution in writing, by telegram, telex, telefax or any – are offered within the scope of initial public other similar means of communication. Such approval offerings, the issuing terms of which include the In addition, the following conditions must be fulfilled must be confirmed in writing. All documents together obligation to apply for admission to official listing form the record that proves that such decision has on a stock exchange or in another regulated market – The counterparties in transactions must be top- as defined in the first bullet point, and the rated financial institutions and specialised in such transactions and be institutions subject to a form of limit, but permissible without the approval of the Companies that, with respect to the preparation of supervision of the categories admitted by the CSSF.
Custodian, are foreign currency loans in the form their consolidated financial statements in – The OTC derivatives must be subject to a reliable of back-to-back loans as well as securities accordance with Directive 83/349/EEC or according and verifiable evaluation on a daily basis and may repurchase agreements and securities lending.
to accepted international accounting standards, be sold, liquidated or closed out by an offsetting 3. In investing the assets of the Company, the belong to the same group of companies, are transaction at any time at a reasonable price.
following restrictions must be observed; the Board regarded as one issuer when calculating the – The transactions must be effected on the basis of of Directors may also decide to impose additional investment limits listed under no. 3. a) to d). A subfund may invest up to 20 % of its net assets in – The Company must deem the purchase or sale of a) On behalf of a subfund, the Company may securities and money-market instruments of one such instruments, instead of instruments traded on purchase securities or money-market instruments a stock exchange or in a regulated market, to be of an issuer, provided that the aggregate value of e) Investments in derivatives are included in the limits advantageous to shareholders. The use of OTC such securities and the value of securities issued by transactions is particularly advantageous if it the same issuer which are already contained in the f) In derogation of the limits listed under no. 3 a) to facilitates a hedging of assets at matching subfund does not exceed 10 % of the subfund’s net d), the Board of Directors may decide that in maturities, thus being less expensive.
assets at the time of purchase. A subfund may accordance with the principle of risk diversification, e) Money-market instruments that are not traded on a invest a maximum of 20 % of its net assets in up to 100 % of a subfund’s assets may be invested regulated market and do not fall under the deposits at one institution. The default risk of the in securities and money-market instruments of definition under no. 1. a), provided that the issue counterparties in OTC derivative transactions may different issues being offered or guaranteed by the or issuer of these instruments is itself subject to not exceed 10 % of a subfund’s net assets if the European Union, the European Central Bank, a regulations concerning deposit and investor counterparty is a financial institution within the member state of the EU or its central, regional or protection. The requirements for deposit and meaning of no. 1 c); for other cases, the maximum local authorities, by a member state of the OECD, investor protection are fulfilled for money-market limit is 5 % of the subfund’s net assets. The or by international organisations under public law instruments if these instruments are rated aggregate value in the subfund’s net assets of to which one or more member states of the EU investment grade by at least one recognised rating securities and money-market instruments of issuers belong, provided that such securities and money- agency or the Company considers that the credit where the subfund has invested more than 5 % of market instruments have been offered within the rating of the issuer corresponds to a rating of its net assets in securities and money-market framework of at least six different issues, with the instruments of the same issuer may not exceed securities and money-market instruments of one 40 % of the subfund’s net assets. This restriction and the same issue not to exceed 30 % of the – issued or guaranteed by a central governmental, does not apply to deposits and to transactions with regional or local body or the central bank of a OTC derivatives that are effected with financial g) A subfund may purchase units of other UCITS or member state of the EU, the European Central institutions that are subject to official supervision.
UCI as defined under no. 1. b) up to a total of Bank, the European Union or the European Irrespective of the individual investment limits cited 10 % of its net subfund assets. In derogation of Investment Bank, a third country, or if a federal above, a subfund may invest a maximum of 20 % this, the Board of Directors may decide that a state, a state of this federal state, or by an of its net assets with one and the same institution higher percentage or all of a subfund’s net assets international organization under public law, to may be invested in units of other UCITS or UCI as which at least one member state belongs; or – securities or money-market instruments issued by defined under no. 1 b), which will be explicitly – issued by a company whose securities are traded mentioned in the full sales prospectus for the on the regulated markets described under no. 1. – deposits with that institution and/or subfund in question. In this case a subfund may – enter into risks in OTC derivatives that exist with not invest more than 20 % of its net subfund assets – issued or guaranteed by an institution that is in a single UCITS or UCI. When this investment subject to official supervision in accordance with b) If the purchased securities or money-market limit is applied, each subfund of an umbrella fund criteria set down in European Community law, or instruments are issued or guaranteed by a member as defined under Article 133 of the Law must be an institution that is subject to regulatory state of the EU or its central, regional or local considered to be an independent investment fund provisions, which in the opinion of the CSSF, are authorities, a third country, or by international if the principle of separate liability with regards to organisations under public law to which one or third parties is applied to each subfund. Similarly, – issued by other issuers who belong to a category more member states of the EU belong, the in this case investments in units of other UCI than that was admitted by the CSSF, provided that restriction under no. 3. a) sentence 1 is increased UCITS may not exceed a total of 30 % of a regulations for investor protection apply to from 10 % to 35 % of the subfund’s net assets.
investors in these instruments, which are c) In the case of bonds issued by financial institutions If a subfund has acquired units of a UCITS or a UCI, equivalent to those of the first, second or third domiciled in an EU Member State, where the the investment values of the relevant UCITS or UCI bullet points and provided the issuer is either a respective issuers are subject to a special official are not considered with regard to the investment company having a share capital of at least EUR 10 supervision due to statutory provisions protecting limits stated under no. 3. a) to d).
million, which prepares and publishes its annual bondholders, the restrictions under no. 3. a) If a subfund acquires units of a UCITS or a UCI financial statements according to the requirements sentence 1 and 4 are increased from 10 % to 25 % which is managed directly or indirectly by the same of the Fourth Directive 78/660/EEC, or is a legal and 40 % to 80 %, respectively, provided that these Company or a different company associated with entity, which within a group of one or several listed financial institutions invest the issuing proceeds, the Company by common management, by control companies, is responsible for the financing of this pursuant to the respective statutory provisions, in or by a substantial direct or indirect investment, group, or is a legal entity, which is intended to assets which sufficiently cover the liabilities from neither the Company nor the associated company finance the securitisation of debt by utilising a bonds for their whole term to maturity, and which, may charge fees for the subscription or redemption credit line granted by a financial institution.
as a matter of priority, are intended for capital and 2. The Board of Directors may also authorise the interest repayments becoming due on the issuer’s The weighted average management fee of the target fund units as defined above to be acquired – the investment of up to 10 % of the assets of a d) The securities and money-market instruments cited under no. 3. b) and c) will not be considered when h) Irrespective of the investment limits set down in instruments other than those listed under no. 1; applying the 40 % investment limit provided under letter i) below, the Board of Directors may – for the joint account of the shareholders of a no. 3. a) sentence 4. The restrictions under no. 3 a) determine that the upper limits stated in letters a) subfund, raise short-term loans of up to 10 % of to c) do not apply on a cumulative basis. Therefore, to d) for investments in equities and/or debt the subfund’s net assets, provided that the investments in securities or money-market instruments of a single issuer amount to 20 % if Custodian agrees to the borrowing and the terms instruments of the same issuer or in deposits with the objective of the subfund’s investment strategy of the respective loan. Not included in this 10 % this issuer or in derivatives of the same may not is to replicate a specific equity or bond index exceed 35 % of the subfund’s net assets. – the composition of the index is adequately 5. Securities Pursuant to Rule 144A United States will not, by reason of such connection with the other company or firm, be prevented from considering and – the index represents an adequate benchmark for To the extent permitted according to the laws and voting or acting upon any matters with respect to such regulations of Luxembourg – subject to being – the index is published in an appropriate manner.
otherwise compatible with the investment If a member of the Board of Directors or officer of the The limit set down in sentence 1 is 35 % provided objectives and investment policy of a subfund – a Company has in any transaction of the Company an this is justified based on exceptional market subfund may invest in securities which are not interest contrary to the interests of the Company, that conditions, and in particular on regulated markets registered pursuant to the United States Securities director or officer will make known to the Board of on which certain securities or money-market Act of 1933 and amendments thereto (hereinafter Directors the contrary personal interest and will not instruments are in a strongly dominant position. An called “the 1933 Act”), but which may be sold consider or vote on any such transaction, and such investment up to this limit is only possible with a according to Rule 144A of the 1933 Act to qualified transaction and such director’s or officer’s interest single issuer. The limit in accordance with a) institutional buyers (“securities pursuant to Rule therein will be reported to the next succeeding general 144A”). A subfund may invest up to 10 % of its net i) The Company may not acquire voting shares assets in securities pursuant to Rule 144A that do The Board of Directors may, at its own discretion, carrying a voting right through which it would be not qualify as securities as defined under no. 1, decide that in certain cases a contrary interest cannot permitted to exert a significant influence on the provided that the total value of such assets be assumed, whether or not there is actually a issuer’s business policy for any of its investment together with other such securities and money- relationship with connections, the professional position funds under management. On behalf of a subfund, market instruments as defined under no. 2 first or with transactions in which a person, company or nonvoting shares, bonds and money-market 6. The terms “securities” and “money-market instruments issued by the issuer and a maximum of instruments” also include securities and money- Article 20 – Indemnification of the Board of 25 % of the shares in a UCITS or a UCI. This limit does not apply to the acquisition of bonds, money- derivatives are embedded (“structured products”).
The Company may reimburse any member of the market instruments and target fund units if the The Board of Directors may also determine that Board of Directors or officer and his heirs, executors total amount issued or the net amount of the assets other than those mentioned above may be and administrators, for expenses reasonably incurred shares issued cannot be calculated. It also does not acquired if this is permissible, taking into account by him in connection with any legal action, suit or apply inasmuch as these securities and money- proceeding to which this person may be made a party market instruments are issued or guaranteed by a 7. The Board of Directors may, in the best interest of by reason of his being or having been a director or member state of the EU or its central, regional or the Company and as described in more detail in officer of the Company or, at his request, of any other local authorities as well as by a third country, or are the sales documents of the shares in the Company, company of which the Company is a shareholder or a issued by international organisations under public decide that all or part of the assets of the Company creditor and from which he is not entitled to law to which one or more member states of the EU or of a subfund will be jointly managed on a reimbursement of costs, except in relation to actions, separate basis with other assets of other suits or proceedings in which the person is found The restrictions stated under the first bullet point of shareholders, including other undertakings for legally liable for gross negligence or misconduct. In the no. 2 and no. 3 refer to the time the assets are collective investment and/or their subfunds or that event of a settlement, indemnification will be provided acquired. If the percentages are subsequently all or part of the assets of two or more subfunds only in connection with such matters covered by the exceeded as a result of price developments or due will be managed jointly on a separate basis or in a settlement as to which the Company is advised by to reasons other than additional purchases, the counsel that the person to be indemnified was not in Company will immediately strive to normalise this 8. Investments of any subfund of the Company may breach of duty. The foregoing right to reimbursement situation as a priority objective, taking into account be directly or indirectly made through wholly- of costs does not exclude other rights to which the owned subsidiaries of the Company, in accordance 4. On behalf of a subfund, the Company may also with the respective decision made by the Board of enter into transactions and invest in currencies and Directors and as described in detail in the sales other instruments for which affiliated companies The accounting data reported in the annual report of act as broker or on their own account or for the References to assets and investments in these the Company will be examined by an Auditor account of their clients. This also applies for cases Articles of Incorporation correspond either to (“réviseur d’entreprises agréé”) appointed by the in which affiliated companies or their clients investments made directly or to assets held directly general meeting of shareholders and remunerated by execute transactions in line with those of the for the Company or to such investments or assets Company. On behalf of a subfund, the Company that are made or held indirectly for the Company The Auditor fulfils all duties prescribed by the Law of may also enter into mutual transactions in which 20 December 2002 on Undertakings for Collective affiliated companies act both in the name of the 9. The Company is authorised, as determined by the Investment as well as amendments and laws Company and, simultaneously, in the name of the Board of Directors of the Company in accordance participating counterparty. In such cases, the with applicable laws and provisions, to use affiliated companies have a special responsibility techniques and instruments that deal with towards both parties. The affiliated companies may securities and money-market instruments and other also develop or issue derivative instruments for assets permitted by law, provided that the which the underlying securities, currencies or employment of such techniques and instruments is instruments can be the investments in which the effected with a view to the efficient management of Company invests or that are based on the Article 22 – General Meeting of Shareholders of the performance of a subfund. The Company may acquire investments that were either issued by The general meeting of shareholders of the Company affiliated companies or that are the object of an No contract or other transaction between the Company represents the entire body of shareholders of the offer for subscription or other form of distribution and any other company or enterprise will be affected Company. Its resolutions are binding upon all the of these entities. The commissions and premiums/ or invalidated because any one or more of the shareholders, regardless of the class of shares held by discounts charged by the affiliated companies directors or officers of the Company have a personal them. It has the broadest powers to order, carry out or interest in, or are a director, associate, officer or ratify acts relating to the operations of the Company.
The Board of Directors is authorised to issue employee of, such other company or enterprise. Each The general meeting of shareholders meets when additional investment restrictions if these are member of the Board of Directors and each officer of called by the Board of Directors. It may also be called the Company who serves as director, officer or upon the request of shareholders representing at least administrative provisions in countries in which the employee of a company or enterprise with which the shares in the Company are offered for sale or sold.
Company contracts or otherwise engages in business The annual general meeting will be held in accordance Article 24 – Liquidation or Merger of Subfunds or of the share class(es) issued in a subfund may decide with Luxembourg law at the registered office of the to merge the assets and liabilities of the share class Company in Luxembourg, on the third Friday in the If the assets of a subfund fall below an amount that the into another subfund of the Company or in another month of January at 11.00 a.m. If this day is a legal or Board of Directors has set to be a minimum amount share class of the same subfund. There are no quorum banking holiday in Luxembourg, the annual general for the economically efficient management of the requirements for this action, and the merger may be meeting will be held on the next business day.
subfund, or if the subfund does not reach this decided upon by a simple majority of the shares Other general meetings of shareholders may be held at minimum amount or if a substantial change in the present or represented at the meeting.
such places and times as may be specified in the political, economic or monetary situation arises, the The merger of the assets and liabilities of a subfund or Board of Directors may force redemption of all shares of share classes of a subfund into another undertaking Shareholders meet when called by the Board of in the subfund affected at the net asset value per share for collective investment in accordance with paragraph Directors pursuant to a notice setting forth the agenda on the valuation day on which this decision by the 5 of this Article or into another subfund of such an sent at least eight days prior to the meeting to each Board of Directors enters into force (while taking into undertaking for collective investment requires the registered shareholder at the shareholder’s address in account the actual prices achieved and the necessary decision of the holders of the shares in the subfund or the register of shareholders. It is not necessary to costs of disposal of the assets). The Company must the affected share class(es) of the respective subfund, provide proof at the meeting that such notices were inform the investors in writing of the reasons and the with a quorum of at least 50 % of the shares issued actually delivered to registered shareholders. The redemption procedure before the mandatory within the subfund or the affected share class(es) of agenda is prepared by the Board of Directors, except redemption enters into force: Registered shareholders the subfund and at least a two-thirds majority of the when the meeting is called on the written request of will be notified in writing; holders of bearer shares will shares present or represented at the meeting. If such a the shareholders, in which case the Board of Directors be informed through publication of a notice in merger takes place with an undertaking for collective newspapers to be determined by the Board of investment under Luxembourg law which is If bearer shares were issued, the notice of meeting will Directors if the Company does not know the names characterised as an investment fund (“fonds commun also be published as provided for by law in the and addresses of the investors. If no other decision is de placement”) or with an undertaking for collective Mémorial, Recueil des Sociétés et Associations, in one made in the interest of or for purposes of equal investment under foreign law, the decisions of the or more Luxembourg newspapers, and in such other treatment of the investors, the investors in the subfund general meeting of shareholders is only binding on the newspapers as the Board of Directors may decide.
affected may request the redemption or conversion of investors who voted in favour of the merger.
If all shares are in registered form and if no their shares at no charge before the date of the publications are made, notices to shareholders may be mandatory redemption (while taking into account the actual prices achieved and the necessary costs of The financial year of the Company commences on If all shareholders are present or represented and 1 October each year and terminates on 30 September consider themselves as being duly convened and Notwithstanding the powers conferred upon the Board informed of the agenda, the general meeting may take of Directors in the above paragraph, the general meeting of shareholders of one or all share classes The Board of Directors may determine all other issued in a subfund may decide, acting on a proposal The general meeting of the Company (Article 22) conditions that must be fulfilled by shareholders in of the Board of Directors, to redeem all shares of the determines, upon proposal from the Board of Directors order to attend any meeting of shareholders.
corresponding share class and pay out to the investors and within the limits provided by law, how the income The business transacted at any meeting of the the net asset value of the shares on the valuation day from the subfund will be applied with regard to each shareholders will be limited to the matters on the on which such decision enters into force (while taking existing share class, and may declare, or authorise the agenda (which will include all matters required by law) into account the actual prices achieved and the Board of Directors to declare, distributions.
and transactions related to these matters.
necessary costs of disposal of the assets). At this For any class of shares entitled to distributions, the Each share of any class is entitled to one vote, in general meeting, there is no minimum number of Board of Directors may decide to pay interim dividends accordance with Luxembourg law and these Articles of shareholders necessary to form a quorum. The Incorporation. A shareholder may act at any meeting of decision is reached with a simple majority of the shares Payments of distributions to owners of registered shareholders through a written proxy to another present or represented at this meeting.
shares will be made to such shareholders at their person, who need not be a shareholder and who may Assets that cannot be paid out to the corresponding addresses in the register of shareholders. Payments of be a member of the Board of Directors of the authorised persons after the redemption is carried out distributions to holders of bearer shares will be made are deposited with the Custodian for the duration of upon presentation of the dividend coupon to the agent Unless otherwise provided by law or herein, the liquidation period. After this time, the assets are or agents more specifically designated by the resolutions of the general meeting are passed by a transferred to the Caisse de Consignation on behalf of simple majority vote of the shareholders present or Distributions may be paid in such a currency and at All redeemed shares will be cancelled.
such a time and place as the Board of Directors Under the circumstances specified in paragraph 1 of Article 23 – General Meetings of Shareholders in a this Article, the Board of Directors may also decide to The Board of Directors may decide to distribute bonus merge the assets of a subfund into another subfund of stock in lieu of cash dividends under the terms and The shareholders of the classes issued in a subfund the Company, into another undertaking for collective conditions set forth by the Board of Directors.
may hold, at any time, general meetings to decide on investment under Luxembourg law that is subject to Any distribution that has not been claimed within five any matters which relate exclusively to that subfund.
the provision of Part I of the Law of 20 December years of its declaration will be forfeited and revert to In addition, the shareholders of any class of shares 2002, or into another subfund of such an undertaking the share class(es) issued in the respective subfund.
may hold, at any time, general meetings for any for collective investment (hereinafter referred to as No interest will be paid on a dividend declared by the matters which are specific to that share class.
“new subfund”) and to rename the shares in the Company and kept by it at the disposal of its The provisions of Article 22 of these Articles of affected subfund as shares in the other subfund (if Incorporation apply to such general meetings.
required after a split or a merger and payment to Each share is entitled to one vote in accordance with investors for any differences for fractional shares). This Luxembourg law and these Articles of Incorporation. decision will be published as explained in the first Shareholders may act either in person or through a paragraph of this Article one month before it enters written proxy to another person who need not be a into force (this publication includes additional To the extent required by law, the Company will enter information on the new subfund) to allow investors to into a custodian agreement with a banking or savings Unless otherwise provided for by law or in these redeem or convert their shares without charge during institution as defined by the law of 5 April 1993 on the Articles of Incorporation, the resolutions of the general financial sector (the “Custodian”).
meeting of shareholders of a subfund or of a class of Notwithstanding the powers of the Board of Directors The Custodian will fulfil its obligations in accordance shares are passed by a simple majority vote of the described above, the general meeting of shareholders with the Law of 20 December 2002 on Undertakings shareholders present or represented.
for Collective Investment as well as amendments and laws subsequent thereto.
If the Custodian indicates its intention to terminate the custodial relationship, the Board of Directors will make every effort to find a successor custodian within two months of the effective date of the notice of termination of the custodian agreement. The Board of Directors may terminate the agreement with the Custodian but may not relieve the Custodian of its duties until a successor custodian has been appointed.
Article 28 – Liquidation of the CompanyThe Company may at any time be dissolved by a resolution of the general meeting of shareholders, subject to the quorum and majority requirements referred to in Article 30 of these Articles of Incorporation.
If the assets of the Company fall below two-thirds of the minimum capital indicated in Article 5 of these Articles of Incorporation, the question of the dissolution of the Company will be referred to the general meeting by the Board of Directors. The general meeting, for which no quorum will be required, will decide by simple majority of the votes of the shares represented at the general meeting.
The question of the dissolution of the Company will further be referred to the general meeting whenever the share capital falls below one-quarter of the minimum capital set by Article 5 of these Articles of Incorporation; in such event, the general meeting will be held without any voting quorum requirements and the dissolution may be decided by shareholders holding one-quarter of the votes of the shares represented at the meeting.
The meeting must be convened so that it is held within a period of forty days from the ascertainment that the net assets of the Company have fallen below two-thirds or one-quarter of the legal minimum, as the case may be.
Article 29 – LiquidationLiquidation will be carried out by one or more liquidators, who may be individuals or legal entities, appointed by the general meeting of shareholders, which will also determine their powers and their compensation.
Article 30 – Amendments to the Articles of IncorporationThese Articles of Incorporation may be amended by a general meeting of shareholders subject to the quorum and majority requirements provided for by the law of 10 August 1915 on commercial companies, as amended.
Article 31 – DefinitionsWords importing a masculine gender also include the feminine gender and words importing persons or shareholders also include corporations, partnerships, associations and any other organised group of persons, whether incorporated or not.
Article 32 – Applicable LawAll matters not governed by these Articles of Incorporation will be determined in accordance with the law of 10 August 1915 on commercial companies and the Law of 20 December 2002 on undertakings for collective investment, as amended.

Source: http://www.allianzglobalinvestors.lu/fondsneuauflage/docs/de/200610_Satzung_EN_AGIF.pdf

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