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27649

MEMORIAL

Amtsblatt

Journal Officiel

du Grand-Duché de

Luxembourg

des Großherzogtums

Luxemburg

R E C U E I L

D E S

S O C I E T E S

E T

A S S O C I A T I O N S

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° 577

26 juillet 2001

S O M M A I R E

MEDIAWORLD S.A., Société Anonyme.

Siège social: Luxembourg.

—

DISSOLUTION

Extrait

Il résulte d’un acte reçu par Maître Joseph Elvinger, notaire de résidence à Luxembourg, en date du 18 décembre

2000, enregistré à Luxembourg, le 20 décembre 2000, volume 127S, volio 52, case 4, que la société MEDIAWORLD
S.A. a été dissoute par décision de l’actionnaire unique, réunissant en ses mains la totalité des actions de la société pré-
désignée, et prenant à sa charge tous les actifs et passifs de la société dissoute, la liquidation de la société étant achevée
sans préjudice du fait qu’il répond personnellement de tous les engagements sociaux.

Pour extrait conforme, délivré aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

(03218/211/14) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 janvier 2001.

Agoranet Holding S.A., Luxembourg. . . . . . . . . . . .

27690

Kelemberg Financial Services S.A., Luxembourg .

27687

Bel Canto, Sicav, Luxembourg . . . . . . . . . . . . . . . . .

27695

Kelemberg Financial Services S.A., Luxembourg .

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Bocaril S.A.H., Luxembourg . . . . . . . . . . . . . . . . . . .

27692

Kompetent AG, Luxembourg . . . . . . . . . . . . . . . . .

27689

C.I.C.A.C. S.A.H., Luxembourg . . . . . . . . . . . . . . . .

27692

Laser, S.à r.l., Mondorf-les-Bains. . . . . . . . . . . . . . .

27689

Damigiana Holding S.A., Luxembourg. . . . . . . . . . .

27693

Leht, S.à r.l., Dudelange. . . . . . . . . . . . . . . . . . . . . .

27689

Diversified Securities Fund, Sicav, Luxembourg . . .

27694

Lercom S.A., Luxembourg . . . . . . . . . . . . . . . . . . .

27687

Etablissement Général d’Investissement S.A., Lu-

Levy Soeurs Succ, S.à r.l., Esch-sur-Alzette . . . . . .

27688

xembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27691

Linar S.A., Luxembourg. . . . . . . . . . . . . . . . . . . . . .

27688

G.C.F. S.A., Gestion Comptable et Fiscale S.A.,

Lorflex, S.à r.l., Foetz . . . . . . . . . . . . . . . . . . . . . . . .

27688

Gaichel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27686

Lux-Cheminée, S.à r.l., Mertert . . . . . . . . . . . . . . .

27690

Genese Holding S.A., Luxembourg . . . . . . . . . . . . .

27691

Lux-Confort S.A., Sanem. . . . . . . . . . . . . . . . . . . . .

27690

Gerhold - Gestion et Investissement S.A., Luxem-

Lux-CT S.A., Esch-sur-Alzette . . . . . . . . . . . . . . . .

27690

bourg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27696

Marined S.A.H., Luxemburg . . . . . . . . . . . . . . . . . .

27691

Gestielle Investment, Sicav, Luxembourg . . . . . . . .

27650

Mediaworld S.A., Luxembourg . . . . . . . . . . . . . . . .

27649

Greenfield International S.A.H., Luxembourg . . . .

27692

(Les) Olives, S.à r.l., Hesperange . . . . . . . . . . . . . .

27689

Hørve S.A., Munsbach . . . . . . . . . . . . . . . . . . . . . . . .

27689

Prestige Line, S.à r.l., Luxembourg . . . . . . . . . . . .

27688

KAC Airline Marketing S.A., Bech . . . . . . . . . . . . . .

27687

Quartic S.A.H., Luxembourg . . . . . . . . . . . . . . . . .

27692

Kaufel Investment Luxembourg S.A., Luxem-

Ressordi S.A., Luxembourg . . . . . . . . . . . . . . . . . . .

27694

bourg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27686

Société d’Investissements Financiers et Industriels

KB Lux Bond Fund, Sicav, Luxembourg . . . . . . . . .

27693

S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . .

27696

KB Lux Equity Fund, Sicav, Luxembourg . . . . . . . .

27693

Stocktrade Investments S.A., Luxembourg . . . . . .

27695

KB Lux Special Opportunities Fund, Sicav, Luxem-

Tease S.A.H., Luxembourg . . . . . . . . . . . . . . . . . . .

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bourg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Tecanox S.A.H., Luxembourg . . . . . . . . . . . . . . . . .

27691

Luxembourg, le 2 janvier 2001.

J. Elvinger.

27650

GESTIELLE INVESTMENT, SICAV, Société d’Investissement à Capital Variable.

Registered office: L-2449 Luxembourg, 26, boulevard Royal.

R. C. Luxembourg B 37.278.

—

In the year two thousand and one, on the thirtieth of March.
Before Us, Maître André-Jean-Joseph Schwachtgen, notary residing in Luxembourg.

Was held an extraordinary general meeting of the Corporation established in Luxembourg under the denomination

of GESTIELLE INVESTMENT SICAV, R. C. Number 37.278, incorporated under the denomination of EUROPEAN IN-
VESTMENT AND PENSION FUND pursuant to a deed of Maître Paul Frieders, notary residing in Luxembourg, dated
June 20th, 1991, published in the Mémorial C, Recueil Spécial, Number 311 of August 12th, 1991.

The Articles of Incorporation have been amended several times and lastly by a deed of the undersigned notary dated

December 20th, 2000, not yet published in the Mémorial C, Recueil Spécial.

The meeting begins at eleven thirty a.m., Mr Fabrizio Tatta, companies director, with professionnal address in L-2449

Luxembourg, 26, boulevard Royal, being in the chair.

The Chairman appoints as secretary of the meeting Mrs Marie-Christine Crochet, «Fondée de pouvoirs de banque»,

with professionnal address in L-2449 Luxembourg, 26, boulevard Royal.

The meeting elects as scrutineer Mr Giampaolo Marcellini, Bank Director, with professionnal address in L-2449 Lux-

embourg, 26, boulevard Royal.

The Chairman then states that:
I. - That this general meeting has been duly convened by notices containing the agenda of the meeting published in

the Recueil Spécial du Mémorial C No. 185 of March 10, 2001 and No. 207 of March 19, 2001, and in the Luxemburger
Wort of March 14 and 22, 2001.

The related copies of the said publications are deposited on the desk of the bureau of the meeting.
II. - That the agenda of the meeting is worded as follows:
1. - Report of the board of directors explaining the necessity and the reasons of the redrafting of the Articles of In-

corporation to adjust them better to the evolution of the law and of the practice relating to Funds.

2. - Complete restatement of the Articles of Incorporation, vote for each Article, and in particular:
a) Confirmation of the name of the company, Article 1 of Articles of Incorporation:

«Art. 1. Name.
Among the existing shareholders and all those who may become owners of shares in the future there exists a cor-

poration in the form of a société anonyme under the corporate name of GESTIELLE INVESTMENT SICAV qualifying as
an investment corporation with variable share capital - SICAV - société d’investissement à capital variable (hereafter also
referred to as the «Fund» or the «Corporation»). The Fund consists of various compartments of shares, also called Sub-
Funds. Each of them relates to a portfolio of specific and segregated assets made up of transferable securities which may
be denominated in various currencies.»

b) Determination of the object of the company, Article 3 of the Articles of Incorporation

«Art. 3. Object.
The object of the Fund is to place the monies available to it in transferable securities or other assets permitted by

law, with the purpose of spreading investment risks and affording its shareholders the benefit of the management of the
Fund’s portfolio.

The Fund may take any measures and carry out any operations which it may deem useful to fulfil, implement and

develop its purpose to the full extent permitted by the law of the 30th of March 1988 on undertakings for collective
investment as amended (hereafter the «1988 Law»).»

c) Provisions concerning the share capital and the creation of Sub-Funds and classes of shares. Limitation of the debts,

commitments to the related Sub-Fund: Articles 5, 9, 18 and 24 of the Articles of Incorporation.

«Art. 5. Share Capital - Classes of shares - Sub-Funds.
The capital of the Corporation is represented by fully paid-up shares of no par value and shall at any time be equal

to the total net assets of the Corporation pursuant to Article 11 hereof.

The initial capital is set at one million two hundred and forty thousand Euros (EUR 1,240,000.-), divided into twelve

thousand and four hundred (12,400) shares of no par value.

The minimum capital of the Fund must be achieved within six months after the date on which the Corporation has

been authorized by the Luxembourg authorities to operate as an undertaking for collective investment under the 1988
Law.

The minimum capital shall be of one million two hundred and thirty-nine thousand four hundred and sixty-seven Eu-

ros and sixty-two cents (EUR 1,239,467.62).

The shares to be issued pursuant to the provisions herein may, as the Board of Directors shall determine, be of dif-

ferent classes. The proceeds of the issue of each class of shares shall be invested in transferable securities of any kind
and other assets permitted by law and pursuant to the investment policy determined by the Board of Directors for the
related Sub-Fund (as defined hereinafter) established in respect of the relevant class or classes of shares, subject to the
investment restrictions provided by the 1988 Law or such other limitations as determined by the Board of Directors.

The Board of Directors shall establish one or more portfolios of assets each one constituting a Sub-Fund (the «Sub-

Fund») within the meaning of Article 111 of the 1988 Law. Each Sub-Fund may be instituted for one class of shares, or
for two or more classes of shares in the manner as described therein.

27651

For the purpose of determining the capital of the Fund the net assets attributable to each class of shares shall, if not

expressed in Euros, be converted into Euros and the capital shall be the total of the net assets of the classes of shares
altogether.

As between shareholders, each portfolio of assets shall be invested for the exclusive benefit of the shareholders in

that relevant Sub-Fund.

With regard to third parties, in particular towards the Corporations creditors and claimants, undertakings for col-

lective investments set up with multiple Compartments are considered as one and the same single legal entity.

As a derogation from article 2093 of Luxembourg’s Civil Code, however, assets in a given Compartment are only

liable for such indebtednesses, commitments and obligations which are of concern for that same Compartment only.

Full authority is vested in the Board of Directors to create and dissolve Sub-Funds, without the Board being obligated

to seek the shareholders’ prior permission.

The Board of Directors may create each given Sub-Fund for an unlimited or limited period of time; in the latter case,

the Board of Directors may, at the expiry of the initial period of time, prorogate the duration of the relevant Sub-Fund
once or several times. At the expiry of the duration of a Sub-Fund the Corporation shall redeem all the shares in the
relevant class or classes of shares, in accordance with Article 8 below, notwithstanding the provisions of Article 24 be-
low.

At each prorogation, dissolution and liquidation of a Sub-Fund, the registered shareholders shall be duly notified in

writing by a one month prior notice sent to their registered address as recorded in the register of shareholders of the
Corporation. The Corporation shall inform the bearer shareholders by a one month prior notice published in newspa-
pers to be determined by the Board of Directors, unless the identity of these shareholders and their addresses are
known to the Board of Directors. Sales documents for the shares in the Corporation shall indicate the duration of each
Sub-Fund and, if appropriate, its prorogation.

The Board of Directors is authorized without limitation and at any time to issue further additional shares at the Net

Asset Value per share determined in accordance with Article 11 hereof without reserving to existing shareholders a
preferential right to subscribe to the shares to be issued.

The Board of Directors may delegate to any duly authorized Director or officer of the Fund, or to any duly authorized

person, the duties of accepting subscriptions for. additional shares, receiving payment of the per share price as applicable
and delivering such new shares in accordance with the provisions herein.»

«Art. 9. Conversion of Shares.
Any shareholder is entitled to request the conversion of all or part of his shares, from one compartment to another

one, provided that the Board of Directors may (i) set restrictions, terms and conditions as to the right for and frequency
of conversions between certain compartments or classes of shares and (ii) subject them to the payment of such charges
and commissions as it shall determine.

The price for the conversion of shares shall be computed by reference to the respective Net Asset Value of the two

classes of shares concerned, calculated on the same Valuation Date.

If as a result of any request for conversion, the number or the aggregate Net Asset Value of the shares held by any

shareholder in any class of shares would fall below such number or such value as determined by the Board of Directors,
then the Corporation may decide that this request be treated as a request for conversion for the full balance of such
shareholder’s holding of shares in such class.

The shares which have been converted into shares of another class shall be cancelled.»

«Art. 18. Investment Policies and Restrictions.
The Board of Directors, based upon the principle of risk spreading, has the power to determine (i) the investment

policies to be applied in respect of each Sub-Fund, (ii) the hedging strategy to be applied to specific classes of shares
within particular Sub-Funds and (iii) the course of conduct of the management and business affairs of the Corporation,
all within the restrictions as shall be set forth by the Board of Directors in compliance with applicable laws and regula-
tions.

Within those restrictions, the Board of Directors may decide that investments be made:
(i) in transferable securities admitted to official listing on a Stock Exchange or dealt in on another Regulated Market

that operates regularly and is recognized and open to the public (a «Regulated Market») located within a Member State
of the European Union;

(ii) in transferable securities admitted to official listing on a Stock Exchange or dealt in on another Regulated Market

located within any other country of Western or Eastern Europe, Asia, Oceania, the American continents or Africa;

(iii) in recently issued transferable securities, provided that the terms of issue provide that application be made for

admission to official listing in any of the Stock Exchanges or Regulated Markets referred to above and that such admis-
sion is secured within a year of the issue;

(iv) in accordance with the principle of risk spreading, up to 100% of the net assets attributable to each Sub-Fund in

transferable securities issued or guaranteed by a Member State of the EU, by its local authorities, by any other Member
State of the Organisation for Economic Cooperation and Development («OECD») or by a public international body of
which one or more Member State(s) of the EU are member(s), provided that in the case where the Company decides
to make use of this provision, it shall, on behalf of the Sub-Fund created for the relevant class or classes of shares, hold
securities from at least six different issues and securities from any one issue may not account for more than 30% of the
net assets attributable to such Sub-Fund;

(v) in securities of another undertaking for collective investment («UCI»), provided that if such a UCI is an undertak-

27652

stitutional documents, has specialised in investment in a specific geographical area or economic sector and if no fees or
costs are charged on account of transactions relating to such acquisition;

(vi) in any other securities, instruments or other assets within the restrictions as shall be set forth by the Board of

Directors in compliance with applicable laws and regulations.

Investments in each Sub-Fund of the Corporation may be made either directly or indirectly through subsidiaries, as

the Board of Directors may from time to time decide. Reference in these Articles to «investments» and «assets» shall
mean, as appropriate, either investments made and assets beneficially held directly or investments made and assets ben-
eficially held indirectly through the aforesaid subsidiaries.

The Corporation is authorized (i) to employ techniques and instruments relating to transferable securities provided

that such techniques and instruments are used for the purpose of efficient portfolio management and (ii) to employ tech-
niques and instruments intended to provide protection against exchange risks in the context of the management of its
assets and liabilities.

The Board of Directors, acting in the best interests of the Corporation, may decide, in the manner described in the

sales documents for the shares of the Corporation, that (i) all or part of the assets of the Corporation or of any Sub-
Fund be co-managed on a segregated basis with other assets held by other investors, including other undertakings for
collective investment and/or their Sub-Funds, or that (ii) all or part of the assets of two or more Sub-Funds be co-man-
aged amongst themselves on a segregated or on a pooled basis.»

«Art. 24. Termination and Amalgamation of Sub-Funds.
In the event that for any reason the value of the total net assets in any Sub-Fund or the value of the net assets of any

class of shares within a Sub-Fund has decreased to, or has not reached, an amount determined by the Board of Directors
to be the minimum level for such Sub-Fund, or such class of shares, to be operated in an economically efficient manner
or in case of a substantial modification in the political, economic or monetary situation or as a matter of economic ra-
tionalization, the Board of Directors may decide to redeem all the shares of the relevant class or classes at the Net
Asset Value per share (taking into account actual realization prices of investments and realization expenses) calculated
on the Valuation Date at which such decision shall take effect. The Corporation shall serve a notice to the holders of
the relevant class or classes of shares prior to the effective date for the compulsory redemption, which will indicate the
reasons for, and the procedure of the redemption operations. Registered holders shall be notified in writing. The Cor-
poration shall inform holders of bearer shares by publication of a notice in newspapers to be determined by the Board
of Directors. Unless it is otherwise decided in the interests of, or to keep equal treatment between the shareholders,
the shareholders of the Sub-Fund concerned may continue to request redemption or conversion of their shares free of
charge (but taking into account actual realization prices of investments and realization expenses) prior to the date ef-
fective for the compulsory redemption.

Notwithstanding the powers conferred to the Board of Directors by the preceding paragraph, the general meeting

of shareholders of any one or all classes of shares issued in any Sub-Fund may, upon proposal from the Board of Direc-
tors, redeem all the shares of the relevant class or classes and refund to the shareholders, the Net Asset Value of their
shares (taking into account actual realization prices of investments and realization expenses) calculated on the Valuation
Date at which such decision shall take efect. There shall be no quorum requirements for such general meeting of share-
holders which shall decide by resolution taken by simple majority of those present or represented.

Assets which may not be distributed to their beneficiaries upon the implementation of the redemption will be depos-

ited with the custodian for a period of six months thereafter; after such period, the assets will be deposited with the
Caisse des Consignations on behalf of the persons entitled thereto.

All redeemed shares shall be cancelled.
Under the same circumstances as provided in the first paragraph of this Article, the Board of Directors may decide

to allocate the assets of any Sub-Fund to those of another existing Sub-Fund within the Corporation or to another un-
dertaking for collective investment organized under the provisions of Part 1 of the 1988 Law or to another Sub-Fund
within such other undertaking for collective investment (the «new Sub-Fund») and to redesignate the shares of the class
or classes concerned as shares of another class (following a split or consolidation, if necessary, and the payment of the
amount corresponding to any fractional entitlement to shareholders).

Such decision will be published in the same manner as described in the first paragraph of this Article (and, in addition,

the publication will contain informations in relation to the new Sub-Fund), one month before the date on which the
amalgamation becomes effective in order to enable shareholders to request redemption or conversion of their shares,
free of charge, during such period.

Notwithstanding the powers conferred to the Board of Directors by the preceding paragraph, an amalgamation of

Sub-Funds within the Corporation may be decided upon by a general meeting of the shareholders of the class or classes
of shares issued in the Sub-Fund concerned, for which there shall be no quorum requirements and which will decide
upon such an amalgamation by resolution taken at a simple majority of those present or represented.

A contribution of the assets and of the liabilities distributable to any Sub-Fund to another undertaking for collective

investment referred to in the fifth paragraph of this Article or to another Sub-Fund within such other undertaking for
collective investment shall require a resolution of the shareholders of the class or classes of shares issued in the Sub-
Fund concerned taken with 50% quorum requirement of the shares in issue and adopted at a 2/3 majority of the shares
present or represented at such meeting, except when such an amalgamation is to be implemented with a Luxembourg
undertaking for collective investment of the contractual type («Fonds Commun de Placement») or a foreign based un-
dertaking for collective investment, in which case resolutions shall be binding only on such shareholders who have voted
in favour of such amalgamation.»

d) Provisions concerning the calculation of the Net Asset Value per share, Article 11 of the Articles of Incorporation:

27653

«Art. 11. Calculation of the Net Asset Value per Share.
The Net Asset Value per share of each class of shares shall be calculated in the reference currency (as defined in the

sales documents for the shares) of the relevant Sub-Fund and, to the extent applicable within a Sub-Fund, expressed in
the currency of quotation for the relevant class of shares. It shall be determined as of any Valuation Date by dividing the
net assets less the portion of liabilities attributable to such class, on any Valuation Date by the number of shares in the
relevant class then outstanding in accordance with the valuation rules set forth below. The Net Asset Value per share
may be rounded up or down to the nearest unit of the relevant currency as the Board of Directors shall determine. If
since the time of determination of the Net Asset Value there has been a material change in the quotation in the markets
on which a substantial portion of the investments attributable to the relevant class of shares are dealt in or quoted, the
Corporation may, in order to safeguard the interests of the shareholders and the Corporation, cancel the first valuation
and carry out a second valuation.

The valuation of the Net Asset Value of the different classes of shares shall be made in the following manner:
I. The assets of the Corporation shall include:
1. all cash on hand or on deposit, including any interest accrued thereon;
2. all bills and demand notes payable and accounts receivable (including proceeds of securities sold but not delivered);
3. all bonds, time notes, certificates of deposit, shares, stock, debentures, debenture stocks, subscription rights, war-

rants, options and other securities, financial instruments and similar assets owned or contracted for by the Corporation
(provided that the Corporation may make adjustments in a manner not inconsistent with paragraph (a) below with re-
gards to fluctuations in the market value of securities caused by trading ex-dividends, ex-rights, or by similar practices);

4. all stock dividends, cash dividends and cash distributions receivable by the Corporation to the extent information

thereon is reasonably available to the Corporation;

5. all interest accrued on any interest bearing assets owned by the Corporation except to the extent that the same

is included or reflected in the principal amount of such asset;

6. the preliminary expenses of the Corporation, including the cost of issuing and distributing shares of the Corpora-

tion, insofar as the same have not been written off;

7. the liquidating value of all forward contracts and all call or put options the Corporation has an open position in;
8. all other assets of any kind and nature including expenses paid in advance.
The value of such assets shall be determined as follows:
a) The value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses,

cash dividends and interest declared or accrued as aforesaid and not yet received is deemed to be the full amount there-
of, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof is arrived at after
making such discount as may be considered appropriate in such case to reflect the true value thereof.

b) Securities listed on a recognized Stock Exchange or dealt in on any other Regulated Market (as defined in Article

18 hereof) will be valued at their last available closing prices, or, in the event that there should be several such markets,
on the basis of their last available closing prices on the main market for the relevant security; in the event that the latest
available is not representative of the fair market value of the relevant assets, the value of such securities will be based
on the reasonably foreseeable sales price determined prudently and in good faith by the Board of Directors.

c) Securities not listed or dealt in on any Stock Exchange or on any other Regulated Market, will be valued on the

basis of the reasonably foreseeable sales price determined prudently and in good faith pursuant to procedures estab-
lished by the Board of Directors.

d) The liquidating value of futures, forward or options contracts not traded on exchanges or on other organised mar-

kets shall mean their net liquidating value determined, pursuant to the policies established by the Board of Directors,
on a basis consistently applied for each different variety of contracts. The liquidating value of futures, forward or options
contracts traded on exchanges or on other organised markets shall be based upon the last available settlement prices
of these contracts on exchanges and organised markets on which the particular futures, forward or options contracts
are traded by the Corporation; provided that if a futures, forward or options contract could not be liquidated on the
day with respect to which net assets are being determined, the basis for determining the liquidating value of such con-
tract shall be such value as the Board of Directors may deem fair and reasonable.

e) All other securities and other assets will be valued at fair market value as determined in good faith pursuant to

procedures established by the Board of Directors taking into account parameters such as the level of the index, the
interest rates, the equity dividends yields and the estimated index volatility.

f) The Net Asset Value per share of any Sub-Fund may be determined using an amortised cost method for all invest-

ments with a known short-term maturity date. This involves valuing an investment at its cost and thereafter assuming a
constant amortisation to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the investments. While this method provides certainty in valuation, it may result in periods during
which value, as determined by amortised cost, is higher or lower than the price such Sub-Fund would receive if it sold
the investment. The Board of Directors will continually assess this method of valuation and recommend changes, where
necessary, to ensure that the relevant Sub-Fund’s investments will be valued at their fair value as determined in good
faith by the Board of Directors. If the Board of Directors believe that a deviation from the amortised cost per share
may result in material dilution or other unfair results to shareholders, the Board of Directors shall take such corrective
action, if any, as they deem appropriate to eliminate or reduce to the extent reasonably practicable, the dilution or unfair
results.

The relevant Sub-Fund shall, in principle, keep in its portfolio the investments determined by the amortisation cost

method until their respective maturity date.

g) Interest rate swaps will be valued at their market value established by reference to the applicable interest rates

curve. Index and financial instruments related swaps will be valued at their market value established by reference to the

27654

applicable index or financial instrument. The valuation of the index or financial instrument related swap agreement shall
be based upon the market value of such swap transaction, established in good faith pursuant to procedures established
by the Board of Directors.

The value of all assets and liabilities not expressed in the referenced currency of a Sub-Fund will be converted into

the referenced currency of such Sub-Fund at the rate of exchange determined on the relevant Valuation Date in good
faith by or under procedures established by the Board of Directors.

The Board of Directors, in its discretion, may permit some other method of valuation to be used if it considers that

such valuation better reflects the fair value of any asset of the Corporation.

II. The liabilities of the Corporation shall include:
1. all loans, bills and accounts payable;
2. all accrued interest on loans of the Corporation (including accrued fees for commitment for such loans);
3. all accrued or payable expenses (including administrative expenses, investment adviser’s fees, including incentive

fees, custodian fees, and corporate agents’ fees);

4. all known liabilities, present and future, including all matured contractual obligations for payments of money or

property, including the amount of any unpaid dividends declared by the Corporation where the Valuation Date falls on
the record date for determination of the person entitled thereto or is subsequent thereto;

5. an appropriate provision for future taxes based on capital and income to the Valuation Date, as determined from

time to time by the Corporation, and other reserves (if any) authorized and approved by the Board of Directors, as
well as such amount (if any) as the Board of Directors may consider to be an appropriate allowance in respect of any
contingent liabilities of the Corporation;

6. all other liabilities of the Corporation of whatever kind and nature reflected in accordance with generally accepted

accounting principles. In determining the amount of such liabilities the Corporation shall take into account all expenses
payable by the Corporation which shall comprise formation expenses, fees payable to its investment adviser including
performance fees, fees and expenses payable to its accountants, custodian and its correspondents, domiciliary and cor-
porate agent, registrar and transfer agent, listing agent, any paying agent, any permanent representatives in places of reg-
istration, as well as any other agent employed by the Corporation, the remuneration of the directors (if any) and their
reasonable out-of-pocket expenses, insurance coverage, and reasonable travelling costs in connection with board meet-
ings, fees and expenses for legal and auditing services, any fees and expenses involved in registering and maintaining the
registration of the Corporation with any Governmental Agencies or Stock Exchanges in the Grand Duchy of Luxem-
bourg and in any other country, reporting and publishing expenses, including the cost of the publication of the Net Asset
Value per share of each Class and the cost of preparing, printing, advertising and distributing prospectuses, explanatory
memoranda, periodical reports or registration statements, and the costs of any reports to shareholders, all taxes, duties,
governmental and similar charges, and all other operating expenses including the cost of buying and selling assets, inter-
est, bank charges and brokerage, postage, telephone, telex and any other means of telecommunications. The Corpora-
tion may accrue administrative and other expenses of a regular or recurring nature based on an estimated amount
rateably for yearly or other periods.

III. The assets shall be allocated as follows:
The Board of Directors shall establish a Sub-Fund in respect of each class of shares and may establish a Sub-Fund in

respect of two or more classes of shares in the following manner:

a) If multiple classes of shares relate to one Sub-Fund, the assets attributable to such classes shall be commonly in-

vested pursuant to the specific investment policy of the Sub-Fund concerned provided however, that within a Sub-Fund,
the Board of Directors is empowered to define classes of shares so as to correspond to (i) a specific distribution policy,
such as entitling to distributions or not entitling to distributions and/or (ii) a specific sales and redemption charge struc-
ture and/or (iii) a specific management or advisory fee structure, and/or (iv) a specific assignment of distribution, share-
holder services or other fees and/or (v) the currency or currency unit in which the class may be quoted and based on
the rate of exchange between such currency or currency unit and the referenced currency of the relevant Sub-Fund
and/or (vi) the use of different hedging techniques in order to protect in the referenced currency of the relevant Sub-
Fund the assets and returns quoted in the currency of the relevant class of shares against long-term movements of their
currency of quotation and/or (vii) such other features as may be determined by the Board of Directors from time to
time in compliance with applicable law;

b) The proceeds to be received from the issue of shares of a class shall be applied in the books of the Corporation

to the Sub-Fund corresponding to that class of shares, provided that if several classes of shares are outstanding in such
Sub-Fund, the relevant amount shall increase the proportion of the net assets of such Sub-Fund attributable to the class
of shares to be issued;

c) The assets and liabilities and income and expenditure applied to a Sub-Fund shall be attributable to the class or

classes of shares corresponding to such Sub-Fund;

d) Where any asset is derived from another asset, such derivative asset shall be attributable in the books of the Cor-

poration to the same class or classes of shares as the assets from which it was derived and on each revaluation of an
asset, the increase or decrease in value shall be applied to the relevant class or classes of shares;

e) Where the Corporation incurs a liability which relates to any asset of a particular class or particular classes of

shares within a Sub-Fund or to any action taken in connection with an asset of a particular class of shares or particular
classes within a Sub-Fund, such liability shall be allocated to the relevant class or classes of shares;

f) In the case where any asset or liability of the Corporation cannot be considered as being attributable to a particular

27655

an agent of the Board of Directors, the respective right of each class of shares shall correspond to the prorated portion
resulting from the contribution of the relevant class of shares to the relevant account or pool, and (ii) the right shall
vary in accordance with the contributions and withdrawals made for the account of the class of shares, as described in
the sales documents for the shares of the Corporation, and finally (iii) all liabilities, whatever class of shares they are
attributable to, shall, unless otherwise agreed upon with the creditors, be binding upon the Corporation as a whole;

g) Upon the payment of distributions to the holders of any class of shares, the Net Asset Value of such class of shares

shall be reduced by the amount of such distributions.

All valuation regulations and determinations shall be interpreted and made in accordance with generally accepted ac-

counting principles.

In the absence of bad faith, gross negligence or manifest error, every decision in calculating the Net Asset Value taken

by the Board of Directors or by any bank, company or other organization which the Board of Directors may appoint
for the purpose of calculating the Net Asset Value, shall be final and binding up on the Corporation and present, past
or future shareholders.

IV. For the purpose of this Article:
1) Shares of the Corporation to be redeemed under Article 8 hereof shall be treated as existing and taken into ac-

count until immediately after the time specified by the Board of Directors on the Valuation Date on which such valuation
is made and from such time and until paid by the Corporation the price therefore shall be deemed to be a liability of
the Corporation;

2) Shares to be issued by the Corporation shall be treated as being in issue as from the time specified by the Board

of Directors on the Valuation Date on which such valuation is made and from such time and until received by the Cor-
poration the price therefore shall be deemed to be a debt due to the Corporation;

3) All investments, cash balances and other assets expressed in currencies other than the reference currency of the

relevant Sub-Fund shall be valued after taking into account the market rate of exchange in force at the date and time for
determination of the Net Asset Value of shares; and

4) Where on any Valuation Date the Corporation has contracted to:
- purchase any asset, the value of the consideration to be paid for such asset shall be shown as a liability of the Cor-

poration and the value of the asset to be acquired shall be shown as an asset of the Corporation;

- sell any asset, the value of the consideration to be received for such asset shall be shown as an asset of the Corpo-

ration and the asset to be delivered shall not be included in the assets of the Corporation;

provided, however, that if the exact value or nature of such consideration or such asset is not known on such Valu-

ation Date, then its value shall be estimated by the Corporation.»

e) Global vote for adoption of the Articles of Incorporation after restatement, being in the same time the «statuts

coordonnés»;

f) Miscellaneous.
III. - That the shareholders present or represented as well as the shares held by them are shown on an attendance

list set up and certified by the members of the bureau which, after signature ne varietur by the shareholders present,
the proxy holders of the shareholders represented and the bureau of the meeting, shall remain attached to the present
deed together with the proxies to be filed at the same time.

IV. - That it results from that list that out of 17,913 shares of no par value outstanding on March 29, 2001, 9,300

shares are duly represented at this meeting which consequently is regularly constituted and may validly deliberate and
decide upon the items on the agenda of the meeting.

After approval of the statement of the Chairman and having verified that it was regularly constituted, the meeting,

after deliberation, passed the following resolutions:

First resolution

The general meeting hears the report of the board of Directors explaining the necessity and the reasons of the re-

drafting of the Articles of Incorporation to adjust them better to the evolution of the law and of the practice relating
to Funds.

Second resolution

The general meeting resolves to restate completely the Articles of Incorporation to give them the following wording:

Title I. - Name - Duration - Object - Registered office

Art. 1. Name.
Among the existing shareholders and all those who may become owners of shares in the future there exists a cor-

The Fund consists of various compartments of shares, also called Sub-Funds. Each of them relates to a portfolio of

specifc and segregated assets made up of transferable securities which may be denominated in various currencies.

Art. 2. Duration.
The Corporation is established for an undetermined duration. It may be dissolved by a resolution of the shareholders

passed in the manner required for the amendment of these Articles of Association.

Art. 3. Object.
The object of the Fund is to place the monies available to it in transferable securities or other assets permitted by

law, with the purpose of spreading investment risks and affording its shareholders the benefit of the management of the
Fund’s portfolio.

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The Fund may take any measures and carry out any operations which it may deem useful to fulfil, implement and

develop its purpose to the full extent permitted by the law of the 30th of March 1988 on undertakings for collective
investment as amended (hereafter the «1988 Law»).

Art. 4. Registered office.
The registered office is established in Luxembourg City in the Grand Duchy of Luxembourg. Such office may be trans-

ferred to any place within the territory of this city, pursuant to a simple Board of Directors’ resolution, and it may be
transferred to any other municipality in the Grand Duchy of Luxembourg pursuant to a resolution by an extraordinary
shareholders’ meeting passed in the manner required for the amendment of these Articles of Incorporation. Branches,
other offices or subsidiaries may be established either in Luxembourg or abroad pursuant to a resolution by the Board
of Directors. They may not be established in the United States of America, their Territories or Possessions.

In the event that the Board of Directors determines that extraordinary political or military developments have oc-

curred or are imminent which would interfere with the normal activities of the Fund at its registered office, or with the
ease of communication between such office and persons abroad, the registered office may be temporarily transferred
abroad until the complete cessation of those abnormal circumstances; such temporary measures shall have no effect on
the nationality of the Corporation which, notwithstanding a temporary transfer of its registered office abroad, shall re-
main a Luxembourg corporation.

Title II. - Share capital - Shares - Net asset value

Art. 5. Share Capital - Classes of shares - Sub-Funds.
The capital of the Corporation is represented by fully paid up shares of no par value and shall at any time be equal to

the total net assets of the Corporation pursuant to Article 11 hereof.

The initial capital is set at one million two hundred and forty thousand Euros (EUR 1,240,000.-), divided into twelve

thousand and four hundred (12,400) shares of no par value.

The minimum capital of the Fund must be achieved within six months after the date on which the Corporation has

been authorized by the Luxembourg authorities to operate as an undertaking for collective investment under the 1988
Law.

The minimum capital shall be of one million two hundred and thirty-nine thousand four hundred and sixty-seven Eu-

ros and sixty-two cents (EUR 1,239,467.62).

The shares to be issued pursuant to the provisions herein may, as the Board of Directors shall determine, be of dif-

The Board of Directors shall establish one or more portfolios of assets each one constituting a Sub-Fund (the «Sub-

Fund») within the meaning of Article 111 of the 1988 Law. Each Sub-Fund may be instituted for one class of shares, or
for two or more classes of shares in the manner as described therein.

For the purpose of determining the capital of the Fund the net assets attributable to each class of shares shall, if not

expressed in Euros, be converted into Euros and the capital shall be the total of the net assets of the classes of shares
altogether.

As between shareholders, each portfolio of assets shall be invested for the exclusive benefit of the shareholders in

that relevant Sub-Fund.

With regard to third parties, in particular towards the Corporations creditors and claimants, undertakings for col-

lective investments set up with multiple Compartments are considered as one and the same single legal entity.

As a derogation from article 2093 of Luxembourg’s Civil Code, however, assets in a given Compartment are only

liable for such indebtednesses, commitments and obligations which are of concern for that same Compartment only.

Full authority is vested in the Board of Directors to create and dissolve Sub-Funds, without the Board being obligated

to seek the shareholders’ prior permission.

The Board of Directors may create each given Sub-Fund for an unlimited or limited period of time; in the latter case,

At each prorogation, dissolution and liquidation of a Sub-Fund, the registered shareholders shall be duly notified in

The Board of Directors is authorized without limitation and at any time to issue further additional shares at the Net

Asset Value per share determined in accordance with Article 11 hereof without reserving to existing shareholders a
preferential right to subscribe to the shares to be issued.

The Board of Directors may delegate to any duly authorized Director or officer of the Fund, or to any duly authorized

person, the duties of accepting subscriptions for additional shares, receiving payment of the per share price as applicable
and delivering such new shares in accordance with the provisions herein.

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Art. 6. Form of Shares.
(1) The Board of Directors determines whether the Corporation shall issue shares in bearer and/or in the registered

form. If bearer share certificates are to be issued, they will be issued in such denominations as will be requested. It shall
be provided on the face of all share certificates, whether issued in bearer or registered form, that they may not be trans-
ferred to any «Prohibited Person» (as defined in Article 10 hereinafter).

All issued registered shares of the Corporation shall be recorded in the register of shareholders which shall be kept

by the Corporation or by one or more persons designated thereto by the Board of Directors, and such register shall
contain the name of each owner of the shares so registered, his residence or domicile elected as indicated to the Cor-
poration, the number of registered shares held by it and the amount paid up on each share or fractional share.

The entering of the shareholder’s name in the register of shareholders evidences the right of ownership on such

shares. The Corporation shall decide whether a certificate for such registration shall be delivered to the shareholder
or whether the shareholder shall receive a written confirmation of his shareholding.

Whenever bearer shares are issued, registered shares may be converted into bearer shares and bearer shares may

be converted into registered shares at the request of the owner of such shares. A conversion of registered shares into
bearer shares will be effected by cancellation of the registered share certificate, if any. The shareholder shall make a
written representation that the transferee is not a Prohibited Person. The Fund will issue one or more bearer share
certificates in lieu of the cancelled registered shares, and an entry shall be made in the register of shareholders to evi-
dence such cancellation.

A conversion of bearer shares into registered shares will be effected by cancellation of the bearer share certificate,

and, if applicable, by issuance of a registered share certificate in lieu thereof. In all events an entry shall be made in the
register of shareholders to evidence such issuance. At the option of the Board of Directors, the costs of any such con-
version may be charged to the shareholder requesting therefor.

As a condition precedent to issuing shares in bearer form and converting registered shares into bearer shares, the

Corporation may require assurances satisfactory to the Board of Directors that such issuance or conversion shall not
result in such shares being held by a Prohibited Person.

Share certificates shall be signed by two directors. Such signatures shall be either manual, or printed, or facsimile.

However, one of such signatures may be made by a person duly authorized thereto by the Board of Directors. Such
signature shall be manual.

The Corporation may issue temporary or script share certificates in such form as the Board of Directors will deter-

mine.

(2) Transfer of bearer shares shall be effected by delivery of the relevant share certificates. Transfer of registered

shares shall be efected (i) if share certificates have been issued, upon delivering the certificate or certificates representing
such shares to the Corporation along with other instruments of assignment and transfer satisfactory to the Corporation
which shall be attached to the shareholders’ register, and (ii) if no share certificates have been issued, by a written dec-
laration of assignment and transfer to be entered into the register of shareholders, dated and signed by the transferor
and the transferee, or by persons holding suitable powers of attorney to act thereof on their behalf.

Any transfer of registered shares shall be entered into the register of shareholders and shall be signed by one or more

directors or officers of the Corporation or by one or more persons duly authorised thereto by the Board of Directors.

(3) Shareholders which are entitled to receive registered shares shall provide the Corporation with an address to

which all notices and announcements and other pieces of information may validly be served or sent. Such address will
also be entered into the register of shareholders.

If ever a shareholder supplied an address which was different from his residential or professional address, the Fund

shall be authorized to consider the given address as the address elect of such shareholder and proper for all notifications,
including service of writs in judicial disputes.

In the event that a shareholder does not provide an address, the Corporation may permit a notice to this effect to

be entered into the register of shareholders and the shareholder’s address will be deemed to be at the registered office
of the Corporation, or at such other address as may be so entered into upon grounds by the Corporation from time
to time, until another address shall be provided to the Corporation by such shareholder. A shareholder may, at any
time, change his address as entered in the register of shareholders by means of a written notification to the Corporation
at its registered office, or at such other address even outside of Luxembourg as may be set by the Corporation from
time to time.

(4) If any shareholder can prove to the satisfaction of the Corporation that his share certificate has been mislaid, sto-

len, mutilated or destroyed, then, at his request, a duplicate share certificate may be issued under such conditions and
guarantees, including but not restricted to a bond issued by an insurance company, as the Corporation may determine.
At the issuance of the new share certificate, on which it shall be recorded that it is a duplicate, the original share certif-
icate in replacement of which the new one has been issued shall become void.

Mutilated share certificates may be cancelled by the Corporation and replaced by new certificates.
The Corporation may, at its election, charge to the shareholder the costs of a duplicate or of a new share certificate

and all reasonable expenses incurred by the Corporation in connection with the issue and registration thereof or in
connection with the annulment of the original share certificate.

(5) If one or more shares are jointly owned or if the ownership of such share(s) is disputed, all persons claiming a

right to such share(s) shall jointly exercise their rights with respect to such share(s) unless they appoint one or several
person(s) to represent such share(s) towards the Corporation.

(6) The Corporation may decide to issue fractional shares whether registered or to the bearer. Fractions will be up

to five (5) decimal places. Such fractional shares shall be entitled to participate in any distributions by the Fund and in
the net assets attributable to the relevant class of shares on a pro rata basis. Fractions of shares, whenever they are

27658

joined up to represent an entire share, are admitted to vote according to the mutual consent of the relevant share own-
ers. In the case of bearer shares only certificates evidencing full shares will be issued.

Art. 7. Issue of Shares.
The Board of Directors is authorized without limitation to issue an unlimited number of shares at any time without

reserving to the existing shareholders a preferential right to subscribe to the shares to be issued.

All shares shall be fully paid at the then prevailing share issue price.
The Board of Directors may impose restrictions on the frequency at which shares shall be issued in any class of shares

in any Sub-Fund; the Board of Directors may, in particular, decide that shares of any class shall only be issued during one
or more offering periods or at such other periodicity as the Board of Directors may decide.

Whenever the Company offers shares for subscription, the price per share at which such shares are offered shall be

the Net Asset Value per share of the relevant class in the relevant Sub-Fund as determined in compliance with Article
11 hereof as of such Valuation Date (defined in Article 12 hereof) as determined in accordance with such policy as the
Board of Directors may from time to time determine. Such price may be increased by a percentage estimate of costs
and expenses foreseen to be incurred by the Corporation when investing the proceeds of the issue and by applicable
sales commissions, as approved from time to time by the Board of Directors. The price so determined shall be payable
within a deadline as determined by the Board of Directors which shall not exceed five business days from the relevant
Valuation Date.

The Board of Directors may delegate to any director, manager, officer or other duly authorized agent the power to

accept subscriptions, to receive payment of the share issue price for the new shares to be issued and to deliver them.
The Board of Directors may refuse, at its discretion, any application to purchase shares.

The Corporation may agree to issue shares as a consideration for a contribution in kind of securities, in compliance

with the conditions set forth by Luxembourg law, in particular the obligation to deliver a valuation report from an au-
ditor being a member of the Luxembourg Institut des Réviseurs d’Entreprises, and provide moreover that the securities
to be contributed comply with the investment objectives, policies and restrictions of the relevant Sub-Fund.

Art. 5. Redemption of Shares.
Any shareholder may request the redemption of all or part of his shares by the Corporation, under the terms and

procedures set forth by the Board of Directors in the sales documents for the shares and within the limits provided for
by law and these Articles.

The redemption price per share shall be paid within a period as determined by the Board of Directors which shall

not exceed ten business days from the relevant Valuation Date, as determined in accordance with such policy and as
the Board of Directors may from time to time determine, provided that the share certificates, if any, and the transfer
documents have been received by the Corporation, subject to the provision of Article 12 hereof.

The redemption price shall be equal to the Net Asset Value per share of the relevant class, as determined in accord-

ance with the provisions of Article 11 hereof, less such charges and commissions (if any) at the rate provided by the
sales documents for the shares. The relevant redemption price may be rounded up or down to the nearest unit of the
relevant currency as the Board of Directors shall determine.

If as a result of any request for redemption, the number or the aggregate Net Asset Value of the shares held by any

shareholder in any class of shares would fall below such number or such value as determined by the Board of Directors,
then the Corporation may decide that this request be treated as a request for redemption for the full balance of such
shareholder’s holding of shares in such class.

Further, if on any given date redemption requests pursuant to this Article and conversion requests pursuant to Article

9 hereof exceeded a certain level determined by the Board of Directors in relation to the number of shares in issue of
a specific class, the Board of Directors may decide that part or all of such requests for redemption or conversion will
be deferred for a period and in a manner that the Board considers to be in the best interests of the Corporation. On
the next Valuation Date following that period, these redemption and conversion requests will be met in priority to later
requests.

The Corporation shall have the right, if the Board of Directors so determines, to satisfy payment of the redemption

price to any shareholder in specie by allocating to the holder investments from the portfolio of assets set up in connec-
tion with such class or classes of shares equal in value (calculated in the manner described in Article 11) as of the Val-
uation Date on which the redemption price is calculated to the value of the shares to be redeemed. The nature and
type of assets to be transferred in such case shall be determined on a fair and reasonable basis and without prejudicing
the interests of the other holders of shares of the relevant class or classes of shares and the valuation used shall be
confirmed by a special report of the auditor. The costs of any such transfers shall be borne by the transferee.

All redeemed shares shall be cancelled.

Art. 9. Conversion of Shares.
Any shareholder is entitled to request the conversion of all or part of his shares, from one compartment to another

The price for the conversion of shares shall be computed by reference to the respective Net Asset Value of the two

classes of shares concerned, calculated on the same Valuation Date.

If as a result of any request for conversion, the number or the aggregate Net Asset Value of the shares held by any

27659

The shares which have been converted into shares of another class shall be cancelled.

Art. 10. Restrictions on Ownership of Shares.
The Corporation may restrict or prevent the ownership of shares in the Corporation by any person, firm or corpo-

rate body, if in the opinion of its Board of Directors such holding may be detrimental to the Fund, if it may result in a
breach of any law or regulation, whether Luxembourg or foreign, or if as a result thereof the Fund or its investments
may become exposed to tax disadvantages or other financial disadvantages that otherwise it would not have incurred
(such persons, firms or corporate bodies to be determined by the Board of Directors being herein referred to as «Pro-
hibited Persons»).

For such purposes the Corporation may:
A. decline to issue any shares or to register any transfer of shares, where it appears to it that such issue or transfer

would or might result in a legal or beneficial ownership of such shares by a Prohibited Person; and

B. at any time require any person whose name is entered in the register of shareholders, or any person seeking to

register a transfer of shares on such register, to furnish it with any information, supported by affidavit, which it may
consider necessary for the purpose of determining whether or not beneficial ownership of such shares rests in a Pro-
hibited Person, or whether such registry will or might result in beneficial ownership of such shares by a Prohibited Per-
son; and

C. whenever a Prohibited Person succeeded in becoming a shareholder in the Fund, decline and take all legal meas-

ures to be able to decline to accept the vote of such Person at any meeting of shareholders of the Corporation; and

D. where it appears to the Corporation that any Prohibited Person either alone or in conjunction with any other

person is a beneficial owner of shares, direct such shareholder to sell his shares and to provide to the Corporation
evidence of the sale within thirty (30) days of the notice. If such shareholder fails to comply with the direction, the Cor-
poration may compulsorily redeem or cause to be redeemed from any such shareholder all shares held by such share-
holder in the following manner:

(1) The Corporation shall serve a second notice (the «Purchase Notice») upon the shareholder holding such shares

or appearing in the register of shareholders as the owner of the shares to be purchased, specifying the shares to be
purchased as aforesaid, the manner in which the Purchase Price will be calculated and the name of the purchaser.

Any such notice may be served upon such shareholder by posting the same in a prepaid registered envelope ad-

dressed to such shareholder at his last address known to or appearing in the books of the Corporation. The said share-
holder shall thereupon forthwith be obliged to deliver to the Corporation for the purpose of immediate redemption
the share certificate or certificates representing the shares specified in the Purchase Notice.

Immediately after the close of business on the date specified in the Purchase Notice, such shareholder shall cease to

be the owner of the shares specified in such notice and, in the case of registered shares, his name shall be removed from
the register of shareholders, and in the case of bearer shares, the certificate or certificates representing such shares
shall be cancelled.

(2) The price at which each such share is to be purchased (the «Purchase Price») shall be an amount based on the

net value per share of the relevant class as at the Valuation Date specified by the Board of Directors for the redemption
of shares in the Corporation next preceding the date of the Purchase Notice or next succeeding the surrender of the
share certificate or certificates representing the shares specified in such notice, whichever is lower, all as determined in
accordance with Article 8 hereof, less any service charge provided therein.

(3) Payment of the Purchase Price will be made available to the former owner of such shares, normally in the currency

fiixed by the Board of Directors for the payment of the redemption price of the shares of the relevant class and will be
deposited for payment to such owner by the Corporation with a bank in Luxembourg or elsewhere (as specified in the
Purchase Notice) upon final determination of the Purchase Price following surrender of the share certificate or certifi-
cates specified in such notice and unmatured dividend coupons attached thereto. Upon service of the Purchase Notice
as aforesaid such former owner shall have no further interest in such shares or any of them, nor any claim against the
Corporation or its assets in respect thereof, except the right to receive the Purchase Price (without interest) from such
bank following effective surrender of the share certificate or certificates as aforesaid. Any funds receivable by a share-
holder under this paragraph, but not collected within a period of five years from the date specified in the Purchase No-
tice, may not thereafter be claimed and shall revert to the Sub-Fund relating to the relevant class or classes of shares.
The Board of Directors shall have power to take all steps necessary to perfect such reversion and to authorize such
action on behalf of the Corporation.

(4) The exercise by the Corporation of the power conferred by this Article shall not be questioned or invalidated in

any case, on the ground that there was insufficient evidence of ownership of shares by any person or that the true own-
ership of any shares was otherwise than it appeared to the Corporation at the date of any Purchase Notice, provided
in such case the said powers were exercised by the Corporation in good faith.

«Prohibited Person» as used herein does neither include any subscriber to shares of the Corporation issued in con-

nection with the incorporation of the Corporation while such subscriber holds such shares nor any securities dealer
who acquires shares with a view to their distribution in connection with an issue of shares by the Corporation.

Art. 11. Calculation of the Net Asset Value per Share.
The Net Asset Value per share of each class of shares shall be calculated in the reference currency (as defined in the

27660

on which a substantial portion of the investments attributable to the relevant class of shares are dealt in or quoted, the
Corporation may, in order to safeguard the interests of the shareholders and the Corporation, cancel the first valuation
and carry out a second valuation.