This site no longer hosts any data. The file you are looking for is probably available on the official Legilux website by clicking on this link.

Ce site n'héberge plus aucune donnée. Le fichier que vous cherchez est probablement accessible sur le site officiel Legilux en cliquant sur ce lien.

Diese Seite nicht mehr Gastgeber keine Daten. Die Datei, die Sie suchen ist wahrscheinlich auf der offiziellen Legilux Website, indem Sie auf diesen link verfügbar.

21073

MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

des Großherzogtums

Luxemburg

RECUEIL DES SOCIETES ET ASSOCIATIONS

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 440

17 juin 1998

S O M M A I R E

ACM Strategic Investments, Fonds Commun de

Placement ……………………………………………………………

page

21078

ACM Technology Hedge Investments, Fonds

Commun de Placement ………………………………………………

21074

Alba Finin S.A., Luxembourg …………………………………………

21111

Alifinco S.A., Luxembourg ………………………………………………

21115

Asele S.A., Luxembourg ……………………………………………………

21118

Bering Venture Capital AG, Luxemburg …………………

21109

Best Properties S.A., Luxembourg ………………………………

21106

Borga S.A., Luxembourg……………………………………………………

21118

Chablis S.A., Luxembourg…………………………………………………

21104

Charlimmo S.A., Luxembourg ………………………………………

21117

Chefilux AG, Luxemburg …………………………………………………

21106

Clichy Holding S.A.H., Luxembourg ……………………………

21114

COFIND - Compagnie Financière Industrielle S.A.,

Luxembourg ………………………………………………………………………

21108

Compagnie Financière de la Gaichel S.A., Luxem-

bourg ………………………………………………………………………………………

21107

Difagem Holding S.A., Luxembourg ……………………………

21108

Dinan S.A., Luxembourg ……………………………………………………

21117

Eldorado S.A., Luxembourg ……………………………………………

21107

Ephise S.A., Luxembourg …………………………………………………

21112

E.S. International Holding S.A., Luxembourg-

Kirchberg………………………………………………………………………………

21105

Euro.I S.A., Luxembourg……………………………………………………

21114

European Communication and Transports S.A.,

Luxembourg ………………………………………………………………………

21111

Fiduciaire Everard-Klein, Fiduciaire d’Expertise

Comptable et de Révision Everard-Klein,

S.à r.l., Itzig …………………………………………………………………………

21085

Fiterbo S.A., Luxembourg…………………………………………………

21113

Florea Holding S.A., Luxembourg…………………………………

21116

Flurwald Finanz S.A., Luxembourg ………………………………

21116

Follia Shipping S.A., Luxembourg …………………………………

21087

Furnidécor Holding S.A., Luxembourg ………………………

21117

Ganthin International S.A., Luxembourg …………………

21120

Genèse Holding S.A., Luxembourg ………………………………

21111

GFC International, S.à r.l., Esch-sur-Alzette……………

21091

Grissin S.A., Luxembourg …………………………………………………

21096

Hadafin Europe S.A., Luxembourg ………………………………

21108

Hermans, Voet & Co, Société Civile, Luxembourg

21092

Iktus GEIE …………………………………………………………………………………

21104

Instal S.A., Luxembourg ……………………………………………………

21104

Japan Dynamic Fund, Sicav, Luxembourg …………………

21115

Javi International S.A., Luxembourg ……………………………

21112

Laboratoires Pharmédical S.A., Luxembourg…………

21106

Lavvi Ebbel, S.à r.l., Schifflange ………………………………………

21098

LMS S.A., Luxembourg ………………………………………………………

21111

Multicommunale Maritime et Commerciale S.A.,

Luxembourg ………………………………………………………………………

21112

Nouvelles Initiatives S.A., Luxembourg ……………………

21117

O.E.E., Omnium Européen d’Entreprises S.A., Lu-

xembourg ……………………………………………………………………………

21120

Omega International S.A., Senningerberg ………………

21105

Oppenheim Umbrella Fund, Sicav, Luxemburg ……

21110

Ottimmo S.A., Luxembourg ……………………………………………

21116

Parvest, Sicav, Luxembourg ……………………………………………

21118

Poinsetia S.A., Luxembourg ……………………………………………

21107

Pushka Real Estate S.A., Luxembourg ………………………

21112

Q D D Immo SCI, Luxembourg ……………………………………

21099

Realfond Holding S.A., Luxembourg ……………………………

21108

Realpromo S.A., Moutfort…………………………………………………

21093

Rimar Internationale S.A., Luxembourg ……………………

21113

RMC Finance Holding S.A., Luxembourg …………………

21109

Sadyd S.A., Luxembourg……………………………………………………

21109

Sailboat S.A., Luxembourg-Kirchberg ………………………

21105

Schooner Investment S.A., Luxembourg …………………

21113

Ship Connection S.A., Luxembourg ……………………………

21119

Signes Exchange & Cie S.A., Luxembourg ………………

21101

Silawi S.A., Luxembourg ……………………………………………………

21116

Société du Roua S.A., Luxembourg ……………………………

21107

Soluxol, Luxembourg …………………………………………………………

21109

Thunder Holding S.A., Luxembourg ……………………………

21114

Timaru S.A., Luxembourg ………………………………………………

21115

Twin Chest S.A., Luxembourg ………………………………………

21110

Vakraly S.A., Luxembourg ………………………………………………

21120

Vib-Tech International S.A., Luxembourg ………………

21106

Vitar S.A., Luxembourg ……………………………………………………

21113

Wemaro S.A., Senningerberg …………………………………………

21105

Wintersport Investments Holding S.A., Luxem-

bourg ………………………………………………………………………………………

21118

Zin S.A., Luxemburg ……………………………………………………………

21104

ACM TECHNOLOGY HEDGE INVESTMENTS, Fonds Commun de Placement.

—

MANAGEMENT REGULATIONS

1) The Fund

ACM TECHNOLOGY HEDGE INVESTMENTS (hereafter referred to as the «Fund») organised under the laws of the

Grand Duchy of Luxembourg as a mutual investment fund (fonds commun de placement), is an unincorporated copro-
prietorship of transferable securities (hereinafter referred to as «securities»), managed in the interest of its co-owners
(hereafter referred to as the «shareholders») by ALLIANCE CAPITAL (LUXEMBOURG) S.A. (hereafter referred to as
the «Management Company»), a company incorporated under the laws of Luxembourg and having its registered office
in Luxembourg. There shall be two classes of shares in the Fund (the «Shares»). The assets of the Fund, which are held
in custody by STATE STREET BANK LUXEMBOURG S.A. (hereafter referred to as the «Custodian») are segregated
from those of the Management Company. By the acquisition of Shares of the Fund, any shareholder fully accepts these
management regulations which determine the contractual relationship between the shareholders, the Management
Company and the Custodian.

2) The Management Company

The Fund is managed on behalf of the shareholders by the Management Company which shall have its registered office

in Luxembourg.

The Management Company is invested with the broadest powers to administer and manage the Fund, subject to the

restrictions set forth in Article 5 hereafter, on behalf of the shareholders, including but not limited to, the purchase, sale,
subscription, exchange and receipt of securities and the exercise of all the rights attached directly or indirectly to the
assets of the Fund.

The Board of Directors of the Management Company shall determine the investment policy of the Fund within the

restrictions set forth in Article 5 hereafter.

The Board of Directors of the Management Company may appoint a general manager or managers and/or adminis-

trative agents to implement the investment policy and administer and manage the assets of the Fund.

The Management Company may for the benefit of the Fund obtain investment information, advice and other services.
The Management Company and any investment manager, investment advisor or subadvisor are entitled to fees

payable at the end of each month, at an aggregate annual rate of 1.5% of the net assets of the Fund provided that no such
fee shall be charged as long as ACM STRATEGIC INVESTMENTS shall be a shareholder of the Fund.

3) The Custodian

The Management Company shall appoint and terminate the appointment of the Custodian. STATE STREET BANK

LUXEMBOURG S.A., a corporation organised under the laws of Luxembourg, has been appointed Custodian.

The Custodian or the Management Company may terminate the appointment of the Custodian at any time upon 90

days’ written notice delivered by the one to the other.

In the event of termination of the appointment of the Custodian, the Management Company will use its best endea-

vours to appoint within 2 months of such termination, a new custodian who will assume the responsibilities and
functions of the Custodian under these Management Regulations. Pending the appointment of a new Custodian, the
Custodian shall take all necessary steps to ensure good preservation of the interests of the shareholders. After termi-
nation as aforesaid, the appointment of the Custodian shall continue thereafter for such period as may be necessary for
the transfer of all assets of the Fund to the new Custodian.

All cash and securities constituting the assets of the Fund shall be held by the Custodian on behalf of the shareholders

of the Fund. The Custodian may entrust banks and financial institutions with the custody of such securities. The
Custodian may hold securities in accounts with such clearing houses as the Custodian may determine. It will have the
normal duties of a bank with respect to the Fund’s deposits of cash and securities. The Custodian may only dispose of
the assets of the Fund and make payments to third parties on behalf of the Fund on receipt of instructions from the
Management Company or its appointed agents.

Upon receipt of instructions from the Management Company or its appointed agents, the Custodian will perform all

acts of disposal with respect to the assets of the Fund.

The Custodian will assume its functions and responsibilities in accordance with article 16 and paragraph (1) and subpa-

ragraphs (a), (c), (d) and (e) of paragraph (2) of article 17 of the law of 30th March 1988 regarding collective investment
undertakings.

The Custodian is entitled to such fees as will be determined from time to time by agreement between the

Management Company and the Custodian. Such fees shall be based on the average net assets of the Fund and on a
transaction basis and shall be payable monthly.

4) Investment policy

The Management Company shall invest in conformity with the principle of risk spreading the proceeds paid into the

Fund for joint account of shareholders in transferable securities and other assets permitted by part ll of the law of 30th
March, 1988 regarding undertakings for collective investment.

The Fund’s investment objective is to achieve superior capital growth.
The Fund’s investments may be made through a variety of instruments available in both the U.S. and non-U.S. markets,

including, but not limited to, equity and fixed income securities and financial derivatives (e.g. listed and over-the-counter
options, futures and forward contracts on equity and fixed income securities). These instruments may be denominated
in currencies other than the U.S. dollar.

21074

The Fund concentrates its investments in equity securities of companies that derive or are expected to derive a

substantial portion of their assets from products and services in science and technology and it is anticipated that under
normal conditions at least 70% of the Fund’s net assets will be invested in such companies. Current income will be
incidental of the objective of capital growth.

In order to enhance the Fund’s overall return, the Fund intends to leverage its assets and to utilize the market

technique of short selling. Under normal circumstances, the Fund either will leverage its assets, through borrowings or
the use of options or other operational leverage, in an amount representing at least 20% of its net assets or will establish
short positions representing at least 20% of its net assets. Under normal circumstances, the Fund will not leverage its
assets through borrowings or establish short positions exceeding 100% of its net assets.

In the management of the Fund’s investment portfolio, the Management Company seeks to utilize market volatility

judiciously (assuming no change in company fundamentals) to adjust the Fund’s portfolio positions. The Fund strives to
capitalise on unwarranted price fluctuations, both to purchase or increase positions on weakness and to sell or reduce
overpriced holdings. Under normal circumstances, the Fund intends to remain substantially fully invested in equity
securities and options thereon and intends not to take significant cash positions for market timing purposes.

Investments will be made primarily in equity securities of companies which the management company believes will

benefit from technological advances or improvements and thus present opportunities for capital growth. The Fund’s
assets will be primarily invested in companies located in the United States and to a lesser extent in those located in the
Pacific Basin and Western Europe.

5) Investment restrictions

In managing the assets of the Fund the Management Company shall comply with the following restrictions:
(1) The Fund shall not invest in the securities of any single issuer if immediately after and as a result of such investment

more than 10% of the total assets of the Fund (which may constitute 20% of the Fund’s net assets if the Fund is fully
leveraged) would consist of the securities of such issuer (net of offsetting positions in the securities of any such issuer),
except that for defensive purposes the Fund may invest up to 100% of the assets of any Fund in debt securities issued
or guaranteed by any sovereign member state of the Organization for Economic Cooperation and Development, any
political subdivision or local authority thereof or any international organization of which several such sovereign states
are members.

(2) The Fund shall not invest in securities which are not quoted securities or which cannot be readily resold because

of legal or contractual restrictions or which are not otherwise readily marketable, if, regarding all such securities, more
than 10% of total assets of a Fund would be invested in such securities immediately after and as a result of such
transaction.

For this purpose «quoted securities» means (i) securities admitted to official listing on any recognized stock exchange

or securities dealt in on any other organized market which operates regularly and offers safeguards of liquidity compa-
rable to those of a stock exchange and (ii) recently issued securities provided the terms of the issue provide that appli-
cation be made for admission to the official listing on any such stock exchange or organised market and such admission
is secured within a year of issue.

(3) The Fund shall not purchase securities of any issuer if, upon such purchase, the Fund owns more than 10% of any

class of the securities of such issuer, or if as a result of such purchase the Fund may exercise a significant influence over
the management of the issuer, provided that this limit will not apply to securities issued or guaranteed by any sovereign
state, any political subdivision or local authority thereof or an international organization of which several sovereign
states are members.

(4) The Fund shall not purchase or sell futures contracts if the aggregate net long or net short positions of such

futures contracts exceed, or as a result of such purchase or sale would exceed, 100% of the net assets of the Fund.

(5) The Fund shall not write options on an uncovered basis if the value of premiums generated thereby exceeds, or

as a result of such action would exceed, 15% of the total assets of the Fund.

(6) The Fund shall not hold short positions on securities in excess of 150% of the value of the investments in equity

securities of the Fund.

(7) The Fund shall not hold an open forward position in any one futures contract, or any one options contract written,

for which the margin requirement represents 10% or more of the net assets of the Fund.

(8) The Fund shall not pay premiums to acquire options having identical characteristics if the premiums paid exceed,

or if as a result of such premiums paid would exceed, 10% of the net assets of the Fund.

(9) The Fund shall not hold an open position in futures contracts concerning a single category of financial futures, or

options written on a single underlying instrument, for which the margin required represents 20% or more of the net
assets of the Fund.

(10) The Fund may not purchase securities of other collective investment undertakings of the open-ended type,

except in connection with a merger, consolidation, acquisition or reorganization.

(11) The Fund may enter into repurchase agreements only with highly rated financial institutions specialized in this

type of transaction and provided that (i) during the life time of a repurchase agreement the Fund may not sell the under-
lying securities before the repurchase is effected, and (ii) the Fund shall ensure to maintain the importance of such
transactions at a level which enables it at all times to meet its redemption obligations vis-à-vis its Shareholders.

(12) Under normal circumstances the Fund shall not leverage its assets through borrowings or establish short

positions exceeding 100% of its net assets.

The Management Company need not comply with the investment limit percentages set forth above when exercising

subscription rights attaching to securities which form part of the assets of the Fund.

21075

If by reason of subsequent fluctuations in values of the Fund’s assets or as a result of the exercise of subscription

rights, the investment limit percentages above are infringed, priority will be given, when sales of securities are made, to
correcting the situation, having due regard to the interests of the shareholders.

The Management Company may from time to time impose further investment restrictions as are compatible with or

in the interest of the shareholders, in order to comply with the laws and regulations of the countries where the Shares
of the Fund are sold.

6) Issues of Shares

The issue of Shares will be limited by the Management Company to the ACM STRATEGIC INVESTMENTS

TECHNOLOGY PORTFOLIO and other collective investment undertakings or to institutional investors.

During the initial offering period to be determined by the Management Company and published in the sales

documents of the Fund (the «Initial Offering Period») Shares will be issued at the issue price of U.S. dollars 10.- per
Share.

The issue price must be received by the Custodian on behalf of the Fund within four business days following the close

of the Initial Offering Period as disclosed in the sales document. It may further determine any other condition which shall
be applicable to the issue of shares and publish those in the sales documents of the Fund. There shall be a minimum
holding requirement for Shareholders whereby at any time they must hold shares having a net asset value of one million
U.S. dollars at least.

After the Initial Offering Period no further Shares will be issued at their net asset value, provided the subscription

application is received on the preceding business day on a deadline determined by the Management Company and
published in the sales documents.

Share certificates or confirmation statements will be made available by the Management Company not later than 5

Business Days after the end of the Initial Offering Period and/or the date when the applicable net asset value is
computed.

The Management Company shall comply, with respect to the issuing of Shares, with the laws and regulations of the

countries where these Shares are offered. The Management Company will limit the issue of Shares and may, at its
discretion, discontinue temporarily or cease definitely.

Furthermore, the Management Company may:
(a) reject at its discretion any application for purchase of Shares;
(b) repurchase at any time the Shares held by shareholders who are excluded from purchasing or holding Shares.

7) Share certificates

The Management Company shall issue Shares in registered form only and issue written confirmations of holdings.

8) Determination of net asset value

The net asset value of the Shares, expressed in United States dollars, will be determined by the Management

Company on the first day of the week which is a bank business day both in Luxembourg and New York (a «Valuation
Day»), by dividing the value of the assets less the liabilities (including any provisions considered by the Management
Company to be necessary or prudent) of the Fund by the total number of its Shares outstanding at the time of deter-
mination of the net asset value. To the extent feasible, investment income, interest payable, fees and other liabilities
(including management fees) will be accrued monthly.

The assets of the Fund will be valued as follows:
(a) Securities or other assets listed or traded on a stock exchange are valued at the last known price on that exchange

prior to the time when assets are valued.

Securities or other assets not traded on a stock exchange, but on any other market, are valued at the last known price

deemed best to reflect their fair value.

Securities or other assets listed or traded on certain exchanges whose operations are similar to the U.S. over-the-

counter market are valued at the last known price deemed best to reflect their fair value.

A security or other asset which is listed or traded on more than one exchange is valued at the quotation on the

exchange determined to be the primary market for such security or other asset by the Fund. Listed securities or other
assets that are not traded on a particular day are valued at the last known price deemed best to reflect their fair value.

(b) Debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original term

to maturity was 60 days or less, or by amortizing their fair value as of the 61st day prior to the majority if their original
terms to maturity exceeded 60 days (unless in either case the Management Company determines that this method does
not represent fair value).

in such manner as the Management Company in good faith deems appropriate to reflect each assets’ fair market value.

(d) In instances where the price of a security or other asset determined above is deemed not to be representative,

the security or other assets is valued in a manner determined by the Management Company to reflect its fair value.
Among the factors which may be considered in determining the fair value of not readily marketable securities or other
assets are (a) the nature and duration of the restrictions upon the disposition of the securities or other assets, (b) the
extent to which there is a market for securities or other assets of the same class, and (c) the initial discount, if any, at
which securities or other assets were acquired below the market value of marketable securities or other assets of the
same class.

(e) Cash and other liquid assets will be valued at their face value with interest accrued to the end of the day.
(f) For purposes of determining the net asset value, any assets or liabilities in currencies other than U.S. dollars will

be converted by using the relevant spot rate quoted by a bank or other responsible financial institution. If such quota-

21076

tions are not available, the rate of exchange will be determined in accordance with policies established by the
Management Company.

In the event that extraordinary circumstances render such a valuation impracticable or inadequate, the Management

Company is authorized to follow other rules, prudently and in good faith, in order to achieve a fair valuation of the assets
of the Fund.

9) Suspension of determination of net asset value

The Management Company may temporarily suspend the determination of the net asset value and, if applicable, the

repurchase of Shares in any of the following events:

(a) when the market or the stock exchange where the prices of a material portion of the securities owned by the Fund

are established is closed, or the transactions in the major market or the major stock exchange of the securities owned
by the Fund are restricted or suspended on a day other than ordinary holidays or customary closing days during the
weekend;

(b) as a result of an emergency state of affairs, the reasonable disposal of the securities owned by the Fund becomes

impossible or there exist circumstances which the Fund deems will cause material harm or serious prejudice to the
Shareholders;

by the Fund is damaged, or there are reasons why the prompt and correct establishment of the prices of the securities
owned by the Fund is reasonably impossible; or

(d) the Management Company deems it impossible to transfer funds of the Fund at normal exchange rates at the time

of acquisition of any securities by the Fund.

10) Repurchase

Repurchase will be made at such net asset value per Share determined on the Valuation Day on which the repurchase

request is received and determined in accordance with the terms of Article 8 above, provided that the request is
received prior to such deadline(s) as may from time to time be established by the Management Company and published
in the sales documents.

11) Charges of the Fund

The Fund will bear the following charges:
- investment management and advisory fees;
- all taxes which may be due on the assets and the income of the Fund;
- the reasonable disbursements and out-of-pocket expenses (including without limitation telephone, telex, cable and

postage expenses) incurred by the Custodian and any custody charges of banks and financial institutions to whom
custody of assets of the Fund is entrusted;

- usual banking and brokerage fees due on transactions involving securities held in the portfolio of the Fund (such fees

to be included in the acquisition price and to be deducted from the selling price);

- the remuneration of the Management Company;
- the remuneration of the Custodian and other banks and financial institutions entrusted by the Custodian with

custody of the assets of the Fund, and of the Registrar and Transfer Agent and Administrative Agent, as well as those of
agents in places of registration, all of which may be determined as a percentage of the net assets of the Fund and/or as
a fixed sum;

- legal expenses incurred by the Management Company or the Custodian while acting in the interests of the

shareholders;

- the cost of printing certificates; the cost of preparing and/or filing the Management Regulations and all other

documents concerning the Fund, including registration statements and prospectuses and explanatory memoranda with
all authorities (including local securities dealers’ associations) having jurisdiction over the Fund or the offering of Shares
of the Fund; the cost of preparing, in such languages as are necessary for the benefit of the shareholders, including the
beneficial holders of the Shares and distributing annual and semi-annual reports and such other reports or documents
as may be required under the applicable laws or regulations of the above-cited authorities; the cost of accounting,
bookkeeping and calculating the daily net asset value; the cost of preparing and distributing public notices to the
shareholders; lawyers, and auditor’s fees; the costs incurred with the admission and the maintenance of the Shares on
the stock exchanges on which they are listed; and all similar administrative charges, including, unless otherwise decided
by the Management Company, all advertising expenses and other expenses directly incurred in offering or distributing
the Shares, including the printing costs of copies of the above mentioned documents or reports, which are utilized by
the distributors of the Shares in the course of their business activities.

All recurring charges will be charged first against income, then against capital gains and then against assets. Other

charges may be amortized over a period not exceeding five years.

12) Accounting year, Audit

The accounts of the Fund are closed each year on 31st December and for the first time on 31st December 1998.
The accounts of the Management Company will be audited by auditors appointed by the Management Company.
The Management Company shall also appoint an authorized auditor who shall, with respect to the assets of the Fund,

carry out the duties prescribed by the law of 30th March 1988 regarding collective investment undertakings.

13) Dividends

The Management Company intends to declare no dividends, except if specifically requested in writing by a majority of

shareholders.

21077

14) Amendment of the Management Regulations

The Management Company may, upon approval of the Custodian amend these Management Regulations in whole or

in part at any time.

Amendments will become effective five days after their publication in the Mémorial, Recueil des Sociétés et Associa-

tions of Luxembourg.

15) Publications

The net asset value, the issue price and the repurchase price per Share will be available in Luxembourg at the

registered office of the Management Company and the Custodian.

The audited annual reports and the unaudited semi-annual reports of the Fund are made available to the shareholders

at the registered offices of the Management Company, the Custodian and any Paying Agent.

Any amendments to these Management Regulations, including the dissolution of the Fund, will be published in the

Mémorial, Recueil des Sociétés et Associations of Luxembourg.

The amendments and any notices to shareholders may also be published, as the Management Company may decide,

in newspapers of countries where the Shares of the Fund are offered and sold.

16) Duration of the Fund, Liquidation

The Fund is established for an unlimited period. The Fund may be dissolved at any time by mutual agreement between

the Management Company and the Custodian. Any notice of dissolution will be published in the Mémorial, Recueil des
Sociétés et Associations of Luxembourg and in at least three newspapers with appropriate distribution, at least one of
which must be a Luxembourg newspaper, to be determined jointly by the Management Company and the Custodian.

Issuance and repurchase of Shares will cease at the time of the decision or event leading to the dissolution.
The Management Company will realize the assets of the Fund in the best interests of the shareholders and, upon

instructions given by the Management Company, the Custodian will distribute the net proceeds of the liquidation, after
deducting all liquidation expenses, among the shareholders in proportion of the Shares.

The liquidation or the partition of the Fund may not be requested by a shareholder, nor by his heirs or beneficiaries.
Liquidation proceeds which cannot be distributed to the persons entitled thereto at the close of liquidation will be

deposited with the Caisse des Consignations in Luxembourg until the applicable prescription period shall have elapsed.

17) Statute of limitation

The claims of the shareholders against the Management Company or the Custodian will lapse five years after the date

of the event which gave rise to such claims.

18) Applicable law, Jurisdiction and governing language

Disputes arising between the shareholders, the Management Company and the Custodian shall be settled according

to Luxembourg law and subject to the jurisdiction of the District Court of Luxembourg, provided, however, that the
Management Company and the Custodian may subject themselves and the Fund to the jurisdiction of courts of the
countries, in which the Shares of the Fund are offered and sold, with respect to claims by investors resident in such
countries and, with respect to matters relating to subscriptions and repurchases by shareholders resident in such
countries, to the laws of such countries. English shall be the governing language for these Management Regulations,
provided, however, that the Management Company and the Custodian may, on behalf of themselves and the Fund,
consider as binding the translation in languages of the countries in which the Shares of the Fund are offered and sold,
with respect to Shares sold to investors in such countries.

Dated 27th May 1998.

MANAGEMENT COMPANY

STATE STREET BANK LUXEMBOURG S.A.

Signatures

Custodian

J. J.H. Presber

R. Remond

Vice-President

Vice President

Enregistré à Luxembourg, le 28 mai 1998, vol. 507, fol. 84, case 12. – Reçu 500 francs.

Le Receveur (signé): J. Muller.

(21695/260/317) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 mai 1998.

ACM STRATEGIC INVESTMENTS, Fonds Commun de Placement.

—

MANAGEMENT REGULATIONS

1) The Fund

ACM STRATEGIC INVESTMENTS (hereafter referred to as the «Fund») organized under the laws of the Grand

Duchy of Luxembourg as a mutual investment fund (fonds commun de placement), is an unincorporated coproprie-
torship of transferable securities (hereinafter referred to as «securities»), managed in the interest of its co-owners
(hereafter referred to as the «shareholders») by ALLIANCE CAPITAL (LUXEMBOURG) S.A. (hereafter referred to as
the «Management Company»), a company incorporated under the laws of Luxembourg and having its registered office
in Luxembourg. There shall be several classes of Shares and within the Fund the Management Company may create
specific pools of assets (each a «Portfolio») which shall be linked to one or more classes of Shares as more specifically
described in the addenda hereto. The assets of the Fund, which are held in custody by STATE STREET BANK LUXEM-
BOURG S.A. (hereafter referred to as the «Custodian») are segregated from those of the Management Company. By
the acquisition of Shares of the Fund, any shareholder fully accepts these management regulations which determine the
contractual relationship between the shareholders, the Management Company and the Custodian.

21078

2) The Management Company
The Fund is managed on behalf of the shareholders by the Management Company which shall have its registered office

in Luxembourg.

The Management Company is invested with the broadest powers to administer and manage the Fund, subject to the

The Board of Directors of the Management Company shall determine the investment policy of the Fund within the

restrictions set forth in Article 5 hereafter.

The Board of Directors of the Management Company may appoint a general manager or managers and/or adminis-

trative agents to implement the investment policy and administer and manage the assets of the Fund.

payable at the end of each month, at an aggregate annual rate not exceeding the rate specified for each Portfolio in the
relevant addendum.

3) The Custodian

The Management Company shall appoint and terminate the appointment of the Custodian. STATE STREET BANK

LUXEMBOURG S.A., a corporation organized under the laws of Luxembourg, has been appointed Custodian.

The Custodian or the Management Company may terminate the appointment of the Custodian at any time upon 90

days’ written notice delivered by the one to the other.

In the event of termination of the appointment of the Custodian, the Management Company will use its best endea-

All cash and securities constituting the assets of the Fund shall be held by the Custodian on behalf of the shareholders

of the Fund. The Custodian may entrust banks and financial institutions with the custody of such securities. The
Custodian may hold securities in accounts with such clearing houses as the Custodian may determine. It will have the
normal duties of a bank with respect to the Fund’s deposits of cash and securities held by the Custodian. The Custodian
may only dispose of the assets of the Fund and make payments to third parties on behalf of the Fund on receipt of
instructions from the Management Company or its appointed agents.

Upon receipt of instructions from the Management Company or its appointed agents, the Custodian will perform all

acts of disposal with respect to the assets of the Fund.

The Custodian will assume its functions and responsibilities in accordance with article 16 and paragraph (1) and subpa-

ragraph (a), (c), (d) and (e) of paragraph (2) of article 17 of the law of 30th March 1988 regarding collective investment
undertakings.

The Custodian is entitled to such fees as will be determined from time to time by agreement between the

Management Company and the Custodian. Such fee is based on the average net assets of the Fund and is payable
monthly.

4) Investment policy

The Management Company shall invest in conformity with the principle of risk spreading the proceeds paid into the

Fund for joint account of shareholders in transferable securities and other assets permitted by part 11 of the law of 30th
March, 1988 regarding undertakings for collective investment. In this context the Management Company shall specify the
investment guidelines for each Portfolio and publish such guidelines in an addendum to these Management Regulations.

The Fund shall be managed with the objective of providing the shareholders with a range of investment opportunities

and to offer through a participation in the Fund a choice of equities in different geographical markets or different
industries or sectors, or of short term and long term investments in debt securities in different currencies utilizing
various investment strategies, including leverage and short selling of assets to enhance returns, while reducing risks
through various hedging techniques. The Management Company shall in its discretion decide what investment opportu-
nities the Fund shall offer to investors by the creation of additional Portfolios. Further the Management Company shall
alone be entitled to fix the date of issue of any further class of Shares.

If it appears advisable to retain liquid assets in the Fund, such assets may be kept in money market instruments issued

or guaranteed by highly rated borrowers in current or deposit accounts.

5) Investment restrictions

more than 10% of the total assets of the relevant Portfolio (which may constitute 20% of the Portfolio’s net assets if the
Portfolio is fully leveraged) would consist of the securities of such issuer (net of offsetting positions in the securities of
any such issuer), except that for defensive purposes the Fund may invest up to 100% of the assets of any Portfolio in
debt securities issued or guaranteed by any sovereign member state of the Organization for Economic Cooperation and
Development, any political subdivision or local authority thereof or any international organization of which several such
sovereign states are members.

21079

(2) The Fund shall not invest in securities which are not quoted securities or which cannot be readily resold because

of legal or contractual restrictions or which are not otherwise readily marketable, if, regarding all such securities, more
than 10% of total assets of a Portfolio would be invested in such securities immediately after and as a result of such
transaction.

For this purpose «quoted securities» means (i) securities admitted to official listing on any recognized stock exchange

(3) The Fund shall not purchase securities of any issuer if, upon such purchase, the Fund owns more than 10% of any

(4) The Fund shall not purchase or sell futures contracts if the aggregate net long or net short positions of such

futures contracts exceed, or as a result of such purchase or sale would exceed, 100% of the net assets of the relevant
Portfolio.

(5) The Fund shall not write options on an uncovered basis if the value of premiums generated thereby exceeds, or

as a result of such action would exceed, 15% of the total assets of the relevant Portfolio.

(6) The Fund shall not hold short positions on securities in excess of 150% of the value of the investments in equity

securities of the relevant Portfolio.

(7) The Fund shall not hold an open forward position in any one futures contract, or any one options contract written,

for which the margin requirement represents 10% or more of the net assets of the relevant Portfolio.

(8) The Fund shall not pay premiums to acquire options having identical characteristics if the premiums paid exceed,

or if as a result of such premiums paid would exceed, 10% of the net assets of the relevant Portfolio.

(9) The Fund shall not hold an open position in futures contracts concerning a single category of financial futures, or

options written on a single underlying instrument, for which the margin required represents 20% or more of the net
assets of the relevant Portfolio.

(10) Save that each Portfolio may invest through a collective investment undertaking, the shares of which are exclu-

sively held by such Portfolio, the Fund may not purchase securities of other collective investment undertakings of the
open-ended type, except in connection with a merger, consolidation, acquisition or reorganization.

(11) The Fund may enter into repurchase agreements only with highly rated financial institutions specialized in this

(12) Under normal circumstances the Fund shall not leverage the assets of the Portfolio through borrowings or

establish short positions exceeding 100% of the net assets of the Portfolio.

The Management Company need not comply with the investment limit percentages set forth above when exercising

subscription rights attaching to securities which form part of the assets of the Fund.

If by reason of subsequent fluctuations in values of the Fund’s assets or as a result of the exercise of subscription

The Management Company may from time to time impose further investment restrictions as are compatible with or

in the interest of the shareholders, in order to comply with the laws and regulations of the countries where the Shares
of the Fund are sold.

6) Issue of Shares

One or several classes of Shares of the Fund shall be issued by the Management Company for each Portfolio subject

to payment therefor to the Custodian within such period thereafter as the Management Company may from time to
time determine. Fractions of Shares may be issued to such fractional entitlements as the Management Company may
determine.

Certificates for Shares or confirmations of shareholding shall be delivered by the Management Company provided

that payment therefor has been received by the Custodian.

The Management Company shall comply, with respect to the issuing of Shares, with the laws and regulations of the

countries where these Shares are offered. The Management Company may, at its discretion, discontinue temporarily,
cease definitely or limit the issue of Shares at any time to persons or corporate bodies resident or established in certain
countries or territories. The Management Company may also prohibit certain persons or corporate bodies from
acquiring Shares, if such a measure is necessary for the protection of the shareholders as a whole and the Fund.

7) Issue price

The initial issue price per Share of each class will be determined by the Management Company in respect of the initial

offer period. Thereafter the issue price per Share will be the net asset value per Share of the relevant class determined
on or after the day on which the application for purchase of Shares is received and calculated in accordance with Article
9 hereafter (provided that such application is received prior to such deadline(s) as may from time to time be established

21080

by the Management Company), plus, with respect to Shares of specific classes purchased, a sales charge in favour of
banks and financial organizations acting in connection with the placing of the Shares as specified in the sales documents.
With respect to other classes of Shares purchased a contingent deferred sales charge may be assessed on the proceeds
of the repurchase if and when repurchased from shareholders on terms and conditions determined by the Management
Company.

If the Management Company so resolves the issue price may be determined in several currencies specified in the sales

documents relating to the Fund. In such event the currency conversion will be made at the middle market rate at the
time of calculation of the net asset value.

Payment of the issue price, plus the sales charge if any, shall be made within five Luxembourg bank business days

counting from and including the day when the application is accepted.

8) Share certificates

Any person or corporate body shall be eligible to participate in the Fund by subscribing for one or several Shares,

subject, however, to the provisions contained in Article 6 of these Management Regulations. The Management Company
shall issue certificates in registered form. Each certificate shall carry the signatures of the Management Company and the
Custodian, both of which may be in facsimile. In the absence of a request for certificates investors will be deemed to
have requested that no certificate be issued in respect of their Shares and a confirmation of shareholding will be
delivered instead.

9) Determination of net asset value

The net asset value of the Shares of each class, expressed in the currency specified in the addendum to the

Management Regulations, will be determined by the Management Company on the first day of each week on which banks
are open for business in Luxembourg and New York (a «Valuation Day»), by dividing the value of the assets less the liabi-
lities (including any provisions considered by the Management Company to be necessary or prudent) of the Fund
properly allocable to such class of Shares by the total number of its Shares of such class outstanding at the time of deter-
mination of the net asset value. To the extent feasible, investment income, interest payable, fees and other liabilities
(including management fees) will be accrued daily.

In the accounts of the Fund, the Management Company shall establish the Portfolios as follows:
a) the proceeds to be received from the issue of Shares of a specific class shall be applied in the books of the Fund to

the Portfolio established for that class of Shares, and, as the case may be, the relevant amount shall increase the
proportion of the net assets of such Portfolio attributable to the class of Shares to be issued, and the assets and liabi-
lities and income and expenditure attributable to such class or classes shall be applied to the corresponding Portfolio
subject to the provisions of this article;

b) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Fund to

the same Portfolio as the assets from which it was derived and on each revaluation of an asset, the increase or
diminution in value shall be applied to the relevant pool;

c) where the Fund incurs a liability which relates to any asset of a particular Portfolio or to any action taken in

connection with an asset of a particular Portfolio, such liability shall be allocated to the relevant Portfolio;

d) in the case where any asset or liability of the Fund cannot be considered as being attributable to a particular

Portfolio, such asset or liability shall be allocated to all the Portfolios pro rata to the net asset values of the relevant
classes of Shares provided that all liabilities, whatever Portfolio they are attributable to, shall, unless otherwise agreed
upon with the creditors, be binding upon the Fund as a whole;

e) when class-specific expenses are paid and/or higher dividends are distributed to Shares of a given class, the net

asset value of the relevant class of Shares shall be reduced by such expenses and/or by any excess of dividends paid to
holders of Shares of one class over that paid to holders of the other class or classes (thus decreasing the percentage of
the total net asset value of the Fund or of the Portfolio, as the case may be, attributable to such class of Shares) and the
net asset value attributable to the other class or classes of Shares shall remain the same (thus increasing the percentage
of the total net asset value of the Fund or of the Portfolio, as the case may be, attributable to such other class or classes
of Shares);

f) when class-specific assets, if any, cease to be attributable to one class only, and/or when income or assets derived

therefrom are to be attributed to several classes of Shares issued in connection with the same Portfolio, the share of
the relevant class of Shares in the Portfolio shall increase in the proportion of such contribution; and

g) whenever Shares are issued or redeemed, the share in the common portfolio attributable to the corresponding

class of Shares shall be increased or decreased by the amount received or paid, as the case may be, by the Fund for such
issue or redemption.

The Fund may at any time issue Shares of additional classes, in connection with an existing Portfolio in which event

the share of each additional class(es) of Shares in the Portfolio shall be determined initially in the proportion of the
aggregate issue price received by the Fund and to be invested in the Portfolio upon the initial offering bears to the
existing value of the Portfolio.

The assets of the Fund will be valued as follows:
(a) Securities or other assets listed or traded on a stock exchange are valued at the last known price on that exchange

prior to the time when assets are valued.

Securities or other assets not traded on a stock exchange, but on any other market, are valued at the last known price

deemed best to reflect their fair value.

Securities or other assets listed or traded on certain exchanges whose operations are similar to the U.S. over-the-

counter market are valued at the last known price deemed best to reflect their fair value.

21081

A security or other asset which is listed or traded on more than one exchange is valued at the quotation on the

(b) Debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original term

in such manner as the Management Company in good faith deems appropriate to reflect each assets’ fair market value.

(d) In instances where the price of a security or other asset determined above is deemed not to be representative,

the security or other assets are valued in a manner determined by the Management Company to reflect their fair value.
Among the factors which may be considered in determining the fair value of not readily marketable securities or other
assets are (a) the nature and duration of the restrictions upon the disposition of the securities or other assets, (b) the
extent to which there is a market for securities or other assets of the same class, and (c) the initial discount, if any, at
which securities or other assets were acquired below the market value of marketable securities or other assets of the
same class.

(e) Cash and other liquid assets will be valued at their face value with interest accrued to the end of the day.
(f) For purposes of determining the Net Asset Value, any assets or liabilities in currencies other than U.S. dollars will

be converted by using the relevant spot rate quoted by a bank or other responsible financial institution. If such quota-
tions are not available, the rate of exchange will be determined in accordance with policies established by the
Management Company.

In the event that extraordinary circumstances render such a valuation impracticable or inadequate, the Management

Company is authorized to follow other rules, prudently and in good faith, in order to achieve a fair valuation of the assets
of the Fund.

10) Suspension of determination of net asset value

The Management Company may temporarily suspend the determination of the net asset value and in consequence the

issue and the repurchase of Shares of any Portfolio in any of the following events:

(a) when the market or the stock exchange where the prices of a material portion of the securities held within a

Portfolio are established is closed, or the transactions in the major market or the major stock exchange of the securities
held within a Portfolio are restricted or suspended on a day other than ordinary holidays or customary closing days
during the weekend;

(b) as a result of an emergency state of affairs, the reasonable disposal of the securities held within a Portfolio

becomes impossible or there exist circumstances which the Management Company deems will cause material harm or
serious prejudice to the Shareholders;

within a Portfolio is damaged, or there are reasons why the prompt and correct establishment of the prices of the
securities owned by the Fund is reasonably impossible; or

(d) the Management Company deems it impossible to transfer funds held within a Portfolio at normal exchange rates

at the time of acquisition of any securities by the Portfolio.

The decision to suspend temporarily the determination of the Net Asset Value of Shares of a Portfolio does not

necessarily entail the same decision for the classes of Shares of another Portfolio, if the assets within such other
Portfolio are not affected to the same extent by the same circumstances.

11) Repurchase

Repurchase will be made at such net asset value per Share of the relevant class determined on the valuation day on

which the repurchase request is received and determined in accordance with the terms of Article 9 above, or, if the
Management Company determines to offer Shares in several currencies, the countervalue thereof in another currency
converted as specified in Article 7 above, less any contingent deferred sales charge payable to institutions entrusted with
the distribution of the Shares, if any, provided that the request is received prior to such deadline(s) as may from time to
time be established by the Management Company. Such repurchase request must be accompanied by the relevant share
certificates (if issued).

The Management Company shall ensure that the Fund maintains an appropriate level of liquidity, so that under normal

circumstances repurchase of the Shares of the Fund may be made promptly upon request by shareholders. Payment of
the repurchase price shall be made not later than five Luxembourg bank business days counting from and including the
day when the repurchase request is accepted and subject to receipt of the share certificates (if issued).

The Custodian must make payment only if no statutory provisions, such as exchange control regulations or other

circumstances outside the control of the Custodian, prohibit the transfer of the payment of the repurchase price to the
country where reimbursement was applied for.

The Management Company may limit the redemption of Shares in the event the Fund receives on any Valuation Day

requests to redeem more than 10% of the Shares outstanding on such date. Any part of a redemption request to which
effect is not given by reason of the exercise of this power by or on behalf or the Management Company will be treated
as if a request has been made in respect of the next Valuation Day and all following Valuation Day (in relation to which
the Management Company has the same power) until the original request has been satisfied in full.

12) Conversion

Upon application to the Management Company, Shares of each class of a Portfolio may be converted into Shares of

the same class of any other Portfolio outstanding at a rate determined by reference to the respective net asset values

21082

on the date of conversion, provided that the Management Company may make conversions subject to such restrictions
or to the payment of fees and expenses as it may determine in the light of the interest of the shareholders of the Fund
as a whole.

13) Charges of the Fund

The Fund will bear the following charges:
- investment management and/or advisory fees;
- all taxes which may be due on the assets and the income of the Fund;
- the reasonable disbursements and out-of-pocket expenses (including without limitation telephone, telex, cable and

postage expenses) incurred by the Custodian and any custody charges of banks and financial institutions to whom
custody of assets of the Fund is entrusted;

- usual banking and brokerage fees due on transactions involving securities held in any of the Portfolios of the Fund

(such fees to be included in the acquisition price and to be deducted from the selling price);

- the remuneration of the Management Company;
- the remuneration of the Custodian and other banks and financial institutions entrusted by the Custodian with

- distribution expenses and shareholder servicing fees which may be determined as a percentage of the net assets of

the Fund or of the net asset value of the aggregate Shares of the class to which such fees relate;

- legal expenses incurred by the Management Company or the Custodian while acting in the interests of the

shareholders;

- the cost of printing certificates; the cost of preparing and/or filing the Management Regulations and all other

documents concerning the Fund, including registration statements and prospectuses and explanatory memoranda with all
authorities (including local securities dealers’ associations) having jurisdiction over the Fund or the offering of Shares of the
Fund; the cost of preparing, in such languages as are necessary for the benefit of the shareholders, including the beneficial
holders of the Shares, and distributing annual and semi-annual reports and such other reports or documents as may be
required under the applicable laws or regulations of the above-cited authorities; the cost of accounting, bookkeeping and
calculating the daily net asset value; currency conversion costs; the cost of preparing and distributing public notices to the
shareholders; lawyers’ and auditor’s fees; the costs incurred with the admission and the maintenance of the Shares on the
stock exchanges on which they are listed; and all similar administrative charges, including, unless otherwise decided by the
Management Company, and unless otherwise decided, all advertising expenses and other expenses directly incurred in
offering or distributing the Shares, including the printing costs of copies of the above mentioned documents or reports,
which are utilised by the distributors of the Shares in the course of their business activities.

All recurring charges will be charged first against income, then against capital gains and then against assets. Other

charges may be amortized over a period not exceeding five years.

14) Accounting year, Audit

The accounts of the Fund are closed each year on 31st December and for the first time on 31st December 1998. The

consolidated accounts of the Fund are kept in United States dollars.

The accounts of the Management Company will be audited by auditors appointed by the Management Company.
The Management Company shall also appoint an authorized auditor who shall, with respect to the assets of the Fund,

carry out the duties prescribed by the law of 30th March 1988 regarding collective investment undertakings.

15) Dividends

Distributions may be declared for such amounts and with respect to such class or classes of Shares as the

Management Company may determine in the addenda to these Management Regulations. Payment dates for dividends
shall be set out in the prospectuses or explanatory memoranda issued by the Management Company in connection with
the sale of the Shares of the Fund.

No distribution may be made as a result of which the net assets of the Fund would become less than the minimum of

Luxembourg francs 50,000,000.- as prescribed by Luxembourg law.

Dividends not claimed within five years from their due date will lapse and revert to the Fund.

16) Amendment of the Management Regulations

The Management Company may, upon approval of the Custodian, amend these Management Regulations in whole or

in part at any time.

Amendments will become effective five days after their publication in the Mémorial, Recueil des Sociétés et Associa-

tions.

17) Publications