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16129

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° 337

15 avril 2005

S O M M A I R E

F. VAN LANSCHOT MANAGEMENT S.A., Société Anonyme.

Siège social: L-8210 Mamer, 106, route d’Arlon.

R. C. Luxembourg B 38.991.

—

Lors du Conseil d’Administration tenu le 1

décembre 2004, les décisions suivantes ont été prises:

- La démission de Monsieur H. Faber de ses fonctions d’administrateur de la société a été acceptée; décharge pour

son mandat sera demandée lors de la prochaine assemblée générale annuelle des actionnaires statuant sur les comptes
annuels 2004;

- Monsieur L. Bevelander a été coopté aux fonctions d’administrateur de la société jusqu’à la prochaine assemblée

générale annuelle des actionnaires statuant sur les comptes annuels 2004;

- Ces deux résolutions prennent effet au 1

janvier 2005.

A la suite de ces décisions, le Conseil d’Administration de la société est constitué comme suit:
- Mr L. Bevelander
- Mr J.O.H. van Crugten
- Mr P.J.H. Hermse
- Mme C.A.M. Peuteman.

Enregistré à Luxembourg, le 5 janvier 2005, réf. LSO-BA00619. – Reçu 14 euros.

Le Receveur (signé): D. Hartmann.

(001647.3/695/22) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 janvier 2005.

American Express World Express Funds, Sicav,

KoSa Germany Holdings, S.à r.l., Luxembourg . . .

16170

Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16130

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

16172

American Express World Express Funds, Sicav,

Leplatex - Verein Holding A.G., Luxemburg . . . . .

16173

Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16167

Leplatex - Verein Holding S.A., Luxembourg . . . .

16174

Anthea So.Par.Fi S.A., Luxembourg . . . . . . . . . . . .

16168

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

16170

Astringo Holdings S.A., Luxembourg . . . . . . . . . . .

16170

Nevada Investments S.A., Luxembourg. . . . . . . . .

16171

Brasvest Holding S.A. . . . . . . . . . . . . . . . . . . . . . . . .

16169

Nittler Immobilière S.A., Strassen . . . . . . . . . . . . .

16176

ETV Concept, S.à r.l., Windhof . . . . . . . . . . . . . . . .

16174

Nittler Immobilière S.A., Strassen . . . . . . . . . . . . .

16176

F. van Lanschot Management S.A., Mamer . . . . . . .

16129

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

16176

Fidinvest S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16169

Reiff Equitation et Immobilière S.A., Heiner-

For Probe S.A., Luxembourg . . . . . . . . . . . . . . . . . .

16171

scheid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16172

Iacobi Günther Capital S.A., Luxembourg . . . . . . .

16167

Ride and Whiteness, S.à r.l., Bertrange . . . . . . . . .

16173

Italtractor ITM S.A., Luxembourg . . . . . . . . . . . . . .

16130

Van Lanschot Umbrella Fund Sicav, Mamer . . . . .

16169

JPMP Siteco Holding (Luxembourg), S.à r.l., Lu-

Zephyr Holding S.A.. . . . . . . . . . . . . . . . . . . . . . . . .

16169

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

16168

Pour la société
Signatures

16130

ITALTRACTOR ITM S.A., Société Anonyme.

Siège social: L-2086 Luxembourg, 23, avenue Monterey.

R. C. Luxembourg B 85.183.

—

Extrait des résolutions prises lors de l’Assemblée Générale Extraordinaire du 14 décembre 2004

- La démission de la société MAZARS, 5, Rue Emile Bian, L-1235 Luxembourg, de son mandat de Commissaire aux

Comptes avec effet à la date de la présente assemblée est acceptée.

- La nomination en tant que Commissaire aux Comptes de la Société FIN-CONTROLE S.A., ayant son siège au 26,

rue Louvigny, L-1946 Luxembourg est acceptée. La nomination prend effet à la date de la présente assemblée jusqu’à
l’Assemblée Générale Statutaire ayant approuvé les comptes annuels au 31 décembre 2004.

Enregistré à Luxembourg, le 28 décembre 2004, réf. LSO-AX08521. – Reçu 14 euros.

Le Receveur (signé): D. Hartmann.

(107402.3/795/18) Déposé au registre de commerce et des sociétés de Luxembourg, le 31 décembre 2004.

AMERICAN EXPRESS WORLD EXPRESS FUNDS, Société d’Investissement à Capital Variable,

(anc. AMERICAN EXPRESS WORLD EXPRESS FUND).

Registered office: Luxembourg.

R. C. Luxembourg B 66.367.

—

In the year two thousand and five, on the twenty-third of March.
Before Us, Maître Jean-Joseph Wagner, notary residing in Sanem (Grand Duchy of Luxembourg).

There was held an extraordinary general meeting of shareholders of AMERICAN EXPRESS WORLD EXPRESS

FUND, having its registered office in Luxembourg, incorporated pursuant to a notarial deed on September 30, 1998,
published in the Mémorial C, Recueil des Sociétés et Associations (the «Mémorial») of October 31, 1998, number 799,
registered to the Trade Register of Luxembourg under the number B 66.367.

The meeting is opened at 3.00 p.m. under the chair of Ms Gaëlle Zuccaro, employee, with professional address at

Luxembourg,

who appointed as secretary Ms Christelle Vaudemont, employee, with professional address at Luxembourg.
The meeting elected as scrutineer Ms Alexandra Dimitrijevic, employee, with professional address at Luxembourg.

The board of the meeting having thus been constituted, the chairman declared and requested the notary to state:

A. That the Agenda of the meeting is the following:
I. Approval of the restatement of the articles of incorporation of the Company (the «Articles») in view to submit the

Company to Part I of the law of 20 December 2002 on undertakings for collective investment (the «2002 Law») imple-
menting into Luxembourg law the UCITS Directive EEC/85/611, as amended, and in particular the following amend-
ments:

1. Replacement of any reference in the Articles to the law of 30 March 1988 relating to undertakings for collective

investment by a reference to the 2002 Law.

2. Amendment of Article 3 of the Articles, so as to read as follows:
«The exclusive object of the Company is to place the funds available to it in transferable securities and other liquid

financial assets permitted by the law of 20 December 2002 on undertakings for collective investment (the «Law»), with
the purpose of spreading investment risks and affording its shareholders the results of the management of its portfolio.

The Company may take any measures and carry out any operation which it may deem useful in the accomplishment

and development of its purpose to the full extent permitted by the Law.».

3. Amendment of Article 5 of the Articles, so as to read as follows:
«The capital of the Company shall be represented by shares of no par value and shall at any time be equal to the total

net assets of the Company as defined in Article 24 hereof.

The minimum capital of the Company shall be the U.S. Dollar equivalent of one million two hundred and fifty thousand

euro (1,250,000 EUR).

The Board of Directors is authorised without limitation to issue fully paid shares at any time in accordance with Ar-

ticle 25 hereof at the applicable Net Asset Value per share determined in accordance with Article 24 hereof without
reserving the existing shareholders a preferential right to subscription of these shares to be issued. The Board of Di-
rectors may delegate to any duly authorised Director or officer of the Company or to any other duly authorised person,
the duty of accepting subscriptions for delivering and receiving payment for such new shares.

Such shares may, as the Board of Directors shall determine, be of different portfolios of assets (each a «Portfolio»)

within the meaning of Article 133 of the Law and the proceeds of the issue of shares in each Portfolio shall be invested
pursuant to Article 3 hereof in securities or other assets corresponding to such geographical areas, industrial sectors
or monetary zones, or to such specific types of equity or debt securities, as the Board of Directors shall from time to
time determine with respect to each Portfolio.

Certifié sincère et conforme
ITALTRACTOR ITM S.A.
I. Gianaroli / C. Dessoy
Administrateur / Administrateur

16131

The Board of Directors may further decide to create within each Portfolio two or more classes of Shares whose

assets will be commonly invested pursuant to the specific investment policy of the Portfolio concerned but where a
specific dividend policy (e.g. Dividend and Accumulation Shares), sales and redemption charge structure, hedging policy
or other specific feature is applied to each class of shares.

For the purpose of determining the capital of the Company, the net assets attributable to each class shall, if, not ex-

pressed in U.S. Dollars, be converted into U.S. Dollars and the capital shall be the total net assets of all the classes.

The Board of Directors may create each Portfolio 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, extend the duration of the relevant Portfolio once
or several times. At the expiry of the duration of a Portfolio, the Company shall redeem all the shares in the relevant
class(es) of shares, in accordance with Article 21 below, notwithstanding the provisions of Article 31 below.

At each extension of a Portfolio, the registered shareholders shall be duly notified in writing, by a notice sent to their

registered address as recorded in the Register of Shareholders of the Company. The Company shall inform the bearer
shareholders by a notice published in a Luxembourg newspaper and in such other newspapers to be determined by the
Board of Directors, unless these shareholders and their addresses are known to the Company. The sales documents
for the shares of the Company shall indicate the duration of each Portfolio and, if appropriate, its extension.».

4. Amendment of Article 6 paragraph 3 of the Articles, so as to read as follows:
«Shares may also be issued upon acceptance of the subscription against contribution in kind of transferable securities

and other liquid financial assets compatible with the investment policy and the object of the relevant Portfolio, in com-
pliance with the conditions set forth by Luxembourg law and in particular the obligation to deliver a valuation report
from the auditor of the Company.».

5. Amendment of Article 6 paragraph 5 of the Articles, so as to read as follows:
«For Dividend Shares, payments of dividends will be made to shareholders, with respect to registered shares, at their

addresses in the Register of Shareholders and, with respect to bearer shares, upon presentation of the relevant dividend
coupons to the agent or agents appointed by the Company for such purpose.».

6. Amendment of Article 16 of the Articles, so as to read as follows:
«The Board of Directors shall, applying the principle of spreading of risks, have power to determine:
(a) the corporate and investment policy for the investments relating to each Portfolio and the pool of assets relating

thereto;

(b) the hedging strategy, if any, to be applied to each Portfolio and to specific classes of shares within particular Port-

folios; and

(c) the course of conduct of the management and business affairs of the Company.
The Board of Directors shall also determine any restrictions which shall from time to time be applicable to the in-

vestments of each Portfolio, including without limitation, restrictions with respect to:

(a) the borrowings of each Portfolio and the pledging of its assets; and
(b) the maximum percentage of the assets of each Portfolio which may be invested in any form or class of security

and the maximum percentage of any form or class of security which it may acquire.

In compliance with the requirements set forth by the Law and as detailed in the sales documents for the shares of

the Company, in particular as to the type of markets on which the assets may be purchased or the status of the issuer
or of the counterparty, each Portfolio may invest in:

(a) transferable securities and money market instruments;
(b) shares or units of other undertakings for collective investment;
(c) deposits with credit institutions, which are repayable on demand or have the right to be withdrawn and which are

maturing in no more than 12 months;

(d) financial derivatives instruments.
The investment policy of the Company may replicate the composition of an index of equity securities or debt secu-

rities recognized by the Luxembourg supervisory authority.

The Company may in particular purchase the above mentioned assets on any regulated market or stock exchange in

the European Union or in any other regulated market or stock exchange outside of the European Union, or of any State
of America, Africa, Asia, Australia or Oceania as specified in the sales documents of the shares of the Company.

The Company may also invest in recently issued transferable securities and money market instruments, provided that

the terms of issue include an undertaking that application will be made for admission to official listing on a regulated
market or stock exchange in the European Union or in any other regulated market or stock exchange outside of the
European Union and that such admission be secured within one year of the issue.

In accordance with the principle of risk spreading, the Company is authorised to invest up to 100% of the net assets

attributable to each Portfolio in transferable securities and money market instruments issued or guaranteed by a Mem-
ber State of the European Union, by its local authorities, another Member State of the Organisation for Economic Co-
operation and Development («OECD») or by a public international body of which one or more Member State(s) of the
European Union are member(s), being provided that if the Company uses the possibility described above, it shall hold,
on behalf of each relevant Portfolio, securities belonging to six different issues at least. The securities belonging to one
issue cannot exceed 30% of the total net assets attributable to that Portfolio.

The Board of Directors, acting in the best interest of the Company, may decide that
(a) all or part of the assets of the Company will be co-managed with assets belonging to other collective investment

schemes; or that

(b) all or part of the assets of any Portfolio be co-managed amongst themselves.
Investments of the Company may be made either directly or indirectly through wholly-owned intermediate subsidi-

aries incorporated in any suitable jurisdiction and carrying on management activities exclusively for the Company, and

16132

primarily, but not solely, for the purposes of greater tax efficiency. Any reference in these Articles of Incorporation to
«investments» and «assets» shall mean, as appropriate, either investments made and assets beneficially held directly or
investments made and assets beneficially held indirectly through the aforesaid subsidiaries.

The Company is authorised:
(a) to employ techniques and instruments relating to transferable securities and money market instruments provided

that such techniques and instruments are used for the purpose of efficient portfolio management; and

(b) to employ techniques and instruments intended to provide protection against exchange risks in the context of

the management of its assets and liabilities as described in the sales documents for the shares of the Company.».

7. Amendment of Article 20 of the Articles, so as to read as follows:
«The Company shall appoint an independent and external auditor («réviseur d’entreprises agréé») who shall carry

out the duties prescribed by the Law. The auditor shall be elected by the general meeting of shareholders and shall hold
office until his or her successor is elected.».

8. Amendment of the former Article 22, newly Article 23 of the Articles, so as to read as follows:
«For the purpose of determining the issue and redemption price per share, the Net Asset Value of shares in the Com-

pany shall be determined as to the shares of each class by the Company from time to time, but in no instance less than
twice monthly, as the Board of Directors by regulation may direct (every such day or time for determination of Net
Asset Value being referred to herein as a «Valuation Date»).

The Company may temporarily suspend calculation of the Net Asset Value per share of a Portfolio and hence the

issue, the redemption and the exchange of or into shares of such Portfolio when:

(a) one or more stock exchanges or regulated markets which is the principal market on which a substantial portion

of the assets of a Portfolio are traded, or when one or more foreign exchange markets in the currency in which a sub-
stantial portion of the assets of the Portfolio is denominated, are closed otherwise than for ordinary holidays or if trad-
ing thereon is restricted or suspended;

(b) political, economic, military, monetary or other emergency beyond the control, liability and influence of the Com-

pany makes the disposal of the assets of any Portfolio impossible under normal conditions or such disposal would be
detrimental to the interests of the shareholders;

of a major portion of the assets of any Portfolio;

(d) owing to the limitations on the exchange transactions or other transfers of assets, the business transactions be-

come impracticable with respect to any Portfolio, or where it can be objectively demonstrated that purchases and sales
of the assets of any Portfolio cannot be effected at normal prices;

(e) a general meeting of shareholders, to decide upon the winding up of the Company, has been called or a notice of

shareholders has been given, as described in Article 31 hereof.

A suspension with respect to any particular Portfolio will not automatically effect the calculation of the Net Asset

Value of the shares of the other Portfolios.

Any such suspension shall be published, if appropriate, by the Company and shall be notified to shareholders request-

ing redemption or exchange of their shares by the Company at the time of the filing of the written request for such
exchange and redemption.».

9. Amendment of the former Article 23, newly Article 24 of the Articles, so as to read as follows:
«The Net Asset Value per share of each class of each Portfolio in the Company shall be expressed in the currency

of the relevant class of shares and in such other currency as the Board of Directors shall from time to time determine
as a per share value and shall be determined with respect to any Valuation Date by dividing the net assets of the Portfolio
corresponding to each class of shares, being the value of the assets of the Portfolio corresponding to such class less its
liabilities attributable to such class, by the number of shares of the relevant class then outstanding. If since the last val-
uation of the relevant date there has been a material change in the quotations on the markets on which a substantial
portion of the investments of the Company attributable to a particular Portfolio to which the relevant class of shares
belongs are dealt or quoted, the Company may, in order to safeguard the interests of the shareholders and the Com-
pany, cancel the first valuation and carry out a second valuation, provided that in such case all subscriptions, exchanges
and redemptions to be effected on the basis of the first valuation must be made on the basis of such second valuation.

The calculation of the Net Asset Value of the different classes of shares shall be made in the following manner.
(a) The assets of the Company shall be deemed to include:
(1) all cash on hand or on deposit, including any interest accrued thereon;
(2) all bills and demand notes and accounts receivable (including proceeds of securities sold but not delivered) except

those receivable from a subsidiary of the Company;

(3) all bonds, time notes, shares, stock, debenture stocks, subscription rights, warrants, options and other invest-

ments and securities owned or contracted for by the Company;

(4) all stock, stock dividends, cash dividends and cash distributions receivable by the Company to the extent infor-

mation thereon is reasonably available to the Company (provided that the Company may make adjustments with regard
to fluctuations in the market value of securities caused by trading ex-dividends, ex-rights, or by similar practices);

(5) all interest accrued on any interest-bearing securities owned by the Company, except to the extent that the same

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

(6) the preliminary expenses of the Company insofar as the same have not been written off, provided that such pre-

liminary expenses may be written off directly from the capital of the Company; and

(7) all other assets of every kind and nature, including prepaid expenses.
The value of such assets shall be determined as follows:

16133

(i) 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 shall be deemed to be the full amount
thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be
arrived at after making such discount as the Company may consider appropriate in such case to reflect the true value
thereof;

(ii) the value of transferable securities, money market instruments and any financial assets listed or dealt in on a stock

exchange or on a regulated market, are generally valued at the last available known price in the relevant market prior
to the time of valuation, or any other price deemed appropriate by the Board of Directors. Fixed income securities not
traded on such markets are generally valued at the last available price or yield equivalents obtained from one or more
dealers or pricing services approved by the Board of Directors, or any other price deemed appropriate by the Board
of Directors;

(iii) if such prices are not representative of their value, such securities are stated at market value or otherwise at the

fair value at which it is expected they may be resold, as determined in good faith by or under the direction of the Board
of Directors;

(iv) money market instruments with a remaining maturity of 90 days or less will be valued by the amortized cost meth-

od, which approximates market value;

(v) units or shares of open-ended undertakings for collective investment will be valued at their last determined and

available net asset value or, if such price is not representative of the fair market value of such assets, then the price shall
be determined by the Company on a fair and equitable basis. Units or shares of a closed-ended undertaking for collective
investment will be valued at their last available stock market value;

(vi) the liquidating value of futures, forward or options contracts not traded on a stock exchange or on regulated

markets, or on other regulated markets shall mean their net liquidating value determined, pursuant to the policies es-
tablished by the Board of Directors, on a basis consistently applied for each different variety of contracts. The value of
futures, forward or options contracts traded on a stock exchange or on regulated markets, or on other regulated mar-
kets shall be based upon the last available settlement or closing prices as applicable to these contracts on a stock ex-
change or on regulated markets, or on other regulated markets on which the particular futures, forward or options
contracts are traded on behalf of the Company; provided that if a future, forward or options contract could not be
liquidated on the day with respect to which assets are being determined, the basis for determining the liquidating value
of such contract shall be such value as the Board of Directors may deem fair and reasonable;

(vii) interest rate swaps will be valued on the basis of their market value established by reference to the applicable

interest rate curve.

Credit default swaps will be valued at fair value under procedures approved by the Board of Directors. Because credit

default swaps are not exchange-traded, but are private contracts into which the Company and a swap counterparty en-
ter as principals, the data inputs for valuation models are usually established by reference to active markets. However
it is unlikely that such market data will always be available for credit default swaps near the Valuation Date. Where such
markets inputs are not available, quoted market data for similar instruments (e.g. a different underlying instrument for
the same or a similar reference entity) will be used provided that appropriate adjustments be made to reflect any dif-
ferences between the credit default swaps being valued and the similar financial instrument for which a price is available.
Market input data and prices may be sourced from exchanges, a broker, an external pricing agency or a counterparty.

If no such market input data are available, credit default swaps will be valued at their fair value pursuant to a valuation

method adopted by the Board of Directors which shall be a valuation method widely accepted as good market practice
(i.e. used by active participants on setting prices in the market place or which has demonstrated to provide reliable es-
timate of market prices) provided that adjustments that the Board of Directors may deem fair and reasonable be made.
The Company’s auditor will review the appropriateness of the valuation methodology used in valuing credit default
swaps.

All other swaps, will be valued at fair value as determined in good faith pursuant to procedures established by the

Board of Directors;

(viii) all other securities, instruments and other assets will be valued at fair market value, as determined in good faith

pursuant to procedures established by the Board of Directors;

(ix) assets denominated in a currency other than that in which the relevant Net Asset Value will be expressed, will

be converted at the relevant foreign currency spot rate on the relevant Valuation Date. In that context account shall be
taken of hedging instruments used to cover foreign exchange risks.

The Company is entitled to deviate from the valuation rules set out in (ii), (iii), (iv), (v), (vi) and (vii) above in valuing

the assets attributable to any given class by adding to the prices referred to in (ii), (iii), (iv), (v), (vi) and (vii) above an
amount reflecting the estimated cost of the acquisition of corresponding assets, in the event the Company expects fur-
ther investments to be made on behalf of the Portfolio to which such class belongs, or by deducting from the prices
referred to in (ii), (iii), (iv), (v), (vi) and (vii) above an amount reflecting the estimated cost of the disposal of such assets,
in the event the Company expects investments attributable to such Portfolio to which such class belongs to be sold.

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 Company.

The Net Asset Value per share shall be rounded up or down to the nearest current unit of the relevant currency.
(b) The liabilities of the Company shall be deemed to include:
(1) all loans, bills and accounts payable, except those payable to any subsidiary;
(2) all accrued or payable administrative expenses (including investment management fee, custodian fee and corporate

agents’ fees);

16134

(3) 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 Company where the Valuation Date falls on the
record date for determination of the person entitled thereto or is subsequent thereto;

(4) an appropriate provision for future taxes based on capital and income to the Valuation Date, as determined from

time to time by the Company, and other reserves, if any, authorised and approved by the Board of Directors; and

(5) all other liabilities of the Company of whatever kind and nature. In determining the amount of such liabilities the

Company shall take into account all expenses payable by the Company which shall comprise formation expenses, fees
and expenses payable to its investment advisors or investment managers, accountants, custodian, domiciliary, registrar
and transfer agents, any paying agents and permanent representatives in places of registration, any distributor, any other
agent employed by the Company, fees for legal or auditing services, promotional, printing, reporting and publishing ex-
penses, including the cost of advertising, preparing, translating and printing costs (including the printing of prospectuses,
explanatory memoranda, registration statements, or annual and semi-annual reports as well as the calculation and pub-
lication of Net Asset Value per share), stock exchange listing costs and the costs of obtaining any registration with an
authorisation from governmental charges and all other operating expenses including the cost of buying and selling assets,
interest, bank charges and brokerage, postage, telephone and facsimile transmissions. The Company may calculate ad-
ministrative and other expenses of a regular or recurring nature and on estimated figure for yearly or other periods in
advance, and may accrue the same in equal proportions over any such period.

(c) The Directors shall establish a pool of assets for each Portfolio in the following manner:
(1) the proceeds from the issue of shares of each class within the relevant Portfolio shall be applied in the books of

the Company to the pool of assets established for that Portfolio, and the assets and liabilities and income and expend-
iture attributable thereto shall be applied to such pool subject to the provisions of this Article;

(2) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Company

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

(3) where the Company incurs a liability which relates to any asset of a particular pool or to any action taken in con-

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

(4) in the case where any asset or liability of the Company cannot be considered as being attributable to a particular

pool, such asset or liability shall be allocated to all the pools pro rata to the Net Asset Values of the relevant class(es)
of shares within the relevant Portfolio, provided that the Board of Directors may reallocate any asset or liability previ-
ously allocated by them if in their opinion circumstances so require; and the Board of Directors may in the books of the
Company appropriate an asset or liability from one pool of assets to another if for any reason (including, but not limited
to, a creditor proceeding against certain assets of the Company) an asset or a liability would but for such appropriation
not have been borne wholly or partly in the manner determined by the Board of Directors under this Article; provided
that each Portfolio shall be exclusively responsible for all liabilities attributed to it;

(5) upon the payment, or the occurrence of the record date, if determined, for payment, of dividends to the holders

of shares in any class within a Portfolio, the Net Asset Value of such class of share, shall be reduced by the amount of
such dividends;

(6) if there have been created, as provided in Article 5, within a Portfolio, classes of shares, the allocations rules set

forth above shall be applicable mutatis mutandis to such classes of shares.

(d) For the purposes of this Article:
(1) shares of the Company to be redeemed under Article 21 hereof shall be treated as existing and taken into account

until immediately after the close of business on the Valuation Date referred to in this Article, and from such time and
until paid the price therefore shall be deemed to be a liability of the Company;

(2) shares to be issued by the Company 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 Company
the price therefore shall be deemed to be a debt due to the Company;

(3) all investments, cash balances and other assets of the Company expressed in currencies other than the U.S. Dollar,

shall be valued after taking into account the market rate or rates of exchange in force at the date and time for determi-
nation of the asset value of shares;

(4) effect shall be given on any Valuation Date to any redemptions or sales of securities contracted for by the Com-

pany on such Valuation Date, to the extent practicable;

(5) pooling.
The Company may invest and manage all or any part of the portfolio assets established for two or more Portfolios

(for the purposes hereof «Participating Portfolios») on a pooled basis. Any such asset pool shall be formed by transfer-
ring to it cash or other assets (subject to such assets being appropriate in respect to the investment policy of the pool
concerned) from each of the Participating Portfolio. Thereafter, the Company may from time to time make further
transfers to each asset pool. Assets may also be transferred back to a Participating Portfolio up to the amount of the
participation of the Portfolio concerned. The share of a Participating Portfolio in an asset pool shall be measured by
reference to notional units of equal value in the asset pool. On formation of an asset pool, the Company shall determine
the initial value of notional units (which shall be expressed in such currency as the Company may consider appropriate)
and shall allocate to each Participating Portfolio notional units having an aggregate value equal to the amount of cash (or
to the value of other assets) contributed. Thereafter, the value of the unit shall be determined by dividing the net asset
value of the asset pool by the number of notional units subsisting.

When additional cash or assets are contributed to or withdrawn from an asset pool, the allocation of notional units

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unit in such asset pool. Where a contribution is made in cash, it will be treated for the purpose of this calculation as
reduced by an amount which the Company considers appropriate to reflect fiscal charges and dealing and purchase costs
which may be incurred in investing the cash concerned; in the case of cash withdrawal, a corresponding deduction will
be made to reflect costs which may be incurred in realising securities or other assets of the asset pool.

Dividends, interest and other distributions of an income nature earned with respect to the assets in an asset pool will

be applied to such asset pool and cause the respective net assets to increase. Upon the dissolution of the Company, the
assets in an asset pool will (subject to the claims of creditors) be allocated to the Participating Portfolios in proportion
to their respective participation in the asset pool.».

II. Approval of the additional amendments and revisions made to the Articles and in particular:
1. Change of the name of the Company from AMERICAN EXPRESS WORLD EXPRESS FUND into AMERICAN EX-

PRESS WORLD EXPRESS FUNDS and subsequent amendment of Article 1 of the Articles.

2. Amendment of the first paragraph of Article 8 of the Articles, so as to read as follows:
«The Board of Directors shall have power to impose such restrictions as it may think necessary for the purpose of

ensuring that no shares in the Company are acquired or held by:

(a) any person in breach of the law or requirement of any country or governmental authority; or
(b) any person in circumstances which in the opinion of the Board of Directors might result in the Company incurring

any liability to taxation or suffering any other pecuniary disadvantage which the Company might not otherwise have in-
curred or suffered; or

or to the shareholders.».

3. Amendment of section c) 3) within the second paragraph of Article 8 of the Articles, so as to read as follows:
«Payment of the redemption price will be made to the owner of such shares in the currency in which the subscription

was made, except during periods of exchange restrictions, and will be deposited by the Company with a bank in Lux-
embourg or elsewhere (as specified in the redemption notice) for payment to such owner upon surrender of the share
certificate or certificates representing the shares specified in such notice. Upon deposit of such price as aforesaid no
person interested in the shares specified in such purchase notice shall have any further interest in such shares or any of
them, or any claim against the Company or its assets with respect thereto, except the right of the shareholder appearing
as the owner thereof to receive the price so deposited (without interest) from such bank upon effective surrender of
the share certificate or certificates as aforesaid.».

4. Amendment of the third paragraph of Article 8 of the Articles, so as to read as follows:
«Whenever used in these Articles of Incorporation, the term «U.S. person» shall mean a person as defined in Regu-

lation S of the U.S. Securities Act of 1933, as amended («Securities Act») and thus shall include, but not be limited to:

(a) any natural person resident in the United States;
(b) any partnership or corporation organised or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
(d) any trust of which any trustee is a U.S. Person;
(e) any agency or branch of a foreign entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer, or other fiduciary

for the benefit or account of a U.S. Person;

(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary

organised, incorporated, or (if an individual) resident in the United States; and

(h) any partnership or corporation if:
(1) organised or incorporated under the laws of any foreign jurisdiction; and
(2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities

Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the
Securities Act) who are not natural persons, estates or trusts; but shall not include:

(I.) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a

non-U.S. Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the
United States or

(II.) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if an executor

or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law.».

5. Change of the date of the annual general meeting of shareholders from April 14 of each year to the last Thursday

in April of each year. Amendment of Article 10 to reflect such change, among others, and merger with the former Article
11, so as to read as follows:

«Art. 10. General Meetings of Shareholders of the Company. The annual general meeting of shareholders

shall be held, in accordance with Luxembourg law, at the registered office of the Company or at such other place in
Luxembourg as may be specified in the notice of meeting, on the last Thursday in April of each year at 11 a.m. If such
day is not a bank business day, the annual general meeting of shareholders shall be held on the bank business day imme-
diately following this day.

Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of

meeting.

The quorums and delays required by the laws shall govern the notice for and conduct of the meetings of shareholders

of the Company, unless otherwise provided herein.

Each share of whatever class and regardless of its Net Asset Value is entitled to one vote subject to the limitations

imposed by these Articles of Incorporation. A shareholder may act at any meeting of shareholders by appointing another

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person as his or her proxy in writing or by facsimile transmission or by any similar means of communication deemed
acceptable by the Board of Directors.

Except as otherwise required by law or as otherwise provided herein, resolutions at a meeting of shareholders duly

convened will be passed by a simple majority of those present and voting.

The Board of Directors may determine all other conditions that must be fulfilled by shareholders for them to take

part in any meeting of shareholders.».

6. Introduction of a new Article 12 headed «General Meetings of Shareholders in a Portfolio or in a Class of Shares»,

so as to read as follows:

«The shareholders of the class or classes issued in respect of any Portfolio may hold, at any time, general meetings

to decide on any matters which relate exclusively to such Portfolio. In addition, the shareholders of any class of shares
may hold, at any time, general meetings for any matters which are specific to such class.

The provisions of Article 10 shall apply to such general meetings. Each share is entitled to one vote in compliance

with Luxembourg law and these Articles of Incorporation. Shareholders may act either in person or by giving a written
proxy to another person who needs not be a shareholder and may be a Director of the Company.

Unless otherwise provided for by law or herein, the resolutions of the general meeting of shareholders of a Portfolio

or of a class of shares are passed by a simple majority vote of the shareholders present or represented.».

7. Amendment of Article 13 of the Articles, so as to read as follows:
«The Company shall be managed by a Board of Directors composed of not less than three members; members of

the Board of Directors need not be shareholders of the Company.

The Directors shall be elected by the shareholders at their annual general meeting for a term not to exceed the max-

imum term provided by Luxembourg law and until their successors are elected and qualify, provided, however, that a
Director may be removed with or without cause and/or replaced at any time by resolution adopted by the shareholders.

In the event of a vacancy in the office of Director because of death, retirement or otherwise, the remaining Directors

may meet and may elect, by majority vote, a director to fill such vacancy until the next meeting of shareholders.

The Board of Directors is vested with the broadest powers to perform all acts of administration and disposition in

the Company’s interest, in compliance with the investment policy as determined in Article 16.

All powers not expressly reserved by law or by the present Articles of Incorporation to the general meeting of share-

holders are in the competence of the Board of Directors.».

8. Amendment of the third paragraph of Article 14 of the Articles, so as to read as follows:
«Written notice of any meeting of the Board of Directors shall be given to all Directors at least twenty-four hours

in advance of the hour set for such meeting, except in circumstances of emergency, in which case the nature of such
circumstances shall be set forth in the notice of meeting. This notice may be waived by the consent of each Director in
writing, by facsimile transmission or any other means of communication deemed acceptable by the other Directors. Sep-
arate notice shall not be required for individual meetings held at times and places prescribed in a schedule previously
adopted by resolution of the Board of Directors.».

9. Amendment of the fourth paragraph of Article 14 of the Articles, so as to read as follows:
«Any Director may act at any meeting of the Board of Directors by appointing in writing, by facsimile transmission

or by any similar means of communication deemed acceptable by the other Directors another Director as his or her
proxy. Directors may also cast their vote in writing or by facsimile transmission or any other means of communication
deemed acceptable by the other Directors. The meeting of the Board of Directors may also be made by conference call
and video-conference.».

10. Amendment of the sixth paragraph of Article 14 of the Articles, so as to read as follows:
«The Board of Directors can deliberate or act validly only if the majority of the Directors are present or represented

at the meeting of the Board of Directors, or are participating in a video-conference or in a conference call. Decisions
shall be taken by majority of the votes of the Directors present or represented at such meeting, or participating in the
video-conference or conference call. In the event that in any meeting the number of votes for and against a resolution
shall be equal, the chairman shall have a casting vote.».

11. Amendment of Article 19 of the Articles, so as to read as follows:
«Vis-à-vis third parties, the Company will be bound by:
(a) the joint signature of any two Directors; or
(b) the joint or single signature of an officer or officers to whom authority has been delegated by the Board of Di-

rectors; or

(c) the single signature of a Director to whom authority has been delegated by the Board of Directors.».
12. Amendment of Article 21 of the Articles, so as to read as follows:
«As is more especially prescribed herein below, the Company has the power to redeem its own shares at any time

within the sole limitations set forth by law.

Any shareholder may at any time request the redemption of all or part of his or her shares by the Company. The

redemption price shall generally be paid in the reference currency of the relevant class of shares or Portfolio or any
other currency as provided in the sales documents of the Company, not later than 5 bank business days in Luxembourg
after the date on which the applicable Net Asset Value per Share was determined or after the date on which the share
certificates have been received by the Company, if later, and shall be equal to the Net Asset Value per share of the
relevant class as determined in accordance with the provisions of Article 24 hereof, less such sum as the Directors may
consider an appropriate provision for dealing expenses and fiscal charges, including a market timing penalty charge (if
any), as may be decided by the Board of Directors from time to time, the resulting amount to be rounded down as the
Directors may decide. Any such request must be filed by such shareholder in written form at the registered office of
the Company in Luxembourg or with any other person or entity appointed by the Company as its agent for redemption

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of shares. The certificate or certificates for such shares in proper form and accompanied by proper evidence of transfer
or assignment must be received by the Company or its agent appointed for that purpose before the redemption price
may be paid.

Shares of the capital stock of the Company redeemed by the Company shall be cancelled.
If as a result of any request for redemption or exchange, the number of shares held by a shareholder would fall below

such number or such value as determined by the Board of Directors, then the Company may decide that the request
be treated as a request for redemption or exchange of the full balance of such shareholder’s shares in such class.

The Company shall not be bound to redeem or to exchange on any Valuation Date more than 10 per cent of the

number of shares of any Portfolio or class in issue on such Valuation Date. Redemptions or exchanges may be deferred
for a period that the Board of Directors considers to be in the best interest of the Company after the date of receipt
of the redemption or exchange request. In case of deferral of redemptions or exchanges, the relevant shares shall, as in
all other cases, be redeemed or exchanged at a price determined as provided herein prevailing at the date on which the
redemption or exchange is effected. Any deferred redemptions or exchanges shall be treated in priority to any redemp-
tions or exchanges received for subsequent Valuation Dates.

Any request for redemption shall be irrevocable except in the event of suspension of redemptions as aforesaid and

in the event of suspension of redemption pursuant to Article 23 hereof. In the absence of revocation, redemption will
occur, in the event of reduction, as aforesaid, and in the event of suspension under Article 23 hereof, as of the first
Valuation Date after such reduction or after the end of the suspension.

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

price to any shareholder who agrees, in specie, by allocating to the holder investments from the portfolio of assets set
up in connection with such class or classes of shares equal in value (calculated in the manner described in Article 24) as
of the Valuation 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 shareholders of the relevant class or classes of shares and the valuation used shall
be confirmed by a special report of the auditor of the Company. The costs of any such transfers shall be borne by the
transferee.».

13. Introduction of a new Article 22 headed «Exchange of Shares», so as to read as follows:
«Any shareholder may request the exchange of whole or part of his or her shares into shares of another Portfolio

and/or class of shares at the respective Net Asset Value of the shares of the relevant classes of shares, provided that
the Board of Directors may impose such restrictions as to, inter alia, frequency of exchange, and may make exchange
subject to payment of such charge, as it shall determine.».

14. Amendment of the former Article 24, newly Article 25 of the Articles, so as to read as follows:
«Whenever the Company shall offer shares for subscription, the price per share at which such shares shall be offered

and sold, shall be the Net Asset Value as hereinabove defined for the relevant class of shares plus such commission as
the sales documents may provide plus such sum as the Directors may consider an appropriate provision for dealing ex-
penses and fiscal charges, such price to be rounded up as the Directors may decide from time to time. Any remuneration
to agents active in the placing of the shares shall be paid out of such commission. The price so determined shall be pay-
able in the reference currency of the relevant class of shares or Portfolio or any other currency as provided in the sales
documents of the Company, not later than three bank business days after the date on which the applicable Net Asset
Value was determined.».

15. Amendment of the former Article 25, newly Article 26 of the Articles, so as to read as follows:
«The Company shall enter into a custodian agreement with a bank which shall satisfy the requirements of the Law

(the «Custodian»). All securities and cash of the Company are to be held by or to the order of the Custodian who shall
assume towards the Company and its shareholders the responsibilities provided by Law.

In the event of the Custodian desiring to retire the Board of Directors shall use their best endeavours to find a com-

pany to act as custodian and upon doing so, the Directors shall appoint such company to be custodian in place of the
retiring Custodian. The Directors may terminate the appointment of the Custodian, but shall not remove the Custodian
unless and until a successor custodian shall have been appointed in accordance with this provision to act in the place
thereof.».

16. Amendment of the former Article 26, newly Article 27 of the Articles, so as to read as follows:
«The accounting year of the Company shall begin on the first of January of each year and shall terminate on the thirty-

first of December of the same year. The accounts of the Company shall be expressed in U.S. Dollars. When there shall
be different classes of shares as provided for in Article 5 hereof, and if the accounts within such classes are expressed
in different currencies, such accounts shall be translated into U.S. Dollars and added together for the purpose of the
determination of the accounts of the Company.».

17. Amendment of the former Article 27, newly Article 28 of the Articles, so as to read as follows:
«The appropriation of the annual results and any other distributions shall be determined by the annual general meet-

ing of shareholders of the relevant class upon proposal by the Board of Directors.

Dividends, if any, shall be paid in the reference currency of the relevant class of shares or Portfolio or in any other

currency as provided in the sales documents of the Company.

Interim dividends may be paid out upon decision of the Board of Directors.
The Company may operate such income equalisation arrangements in relation to all or any of the classes of shares

as the Directors may think fit with a view to ensuring that the level of dividends payable on the relevant class or classes
of shares is not affected by the issue or redemption of shares of the relevant class or classes during an accounting period.

If the Board of Directors has decided, in accordance with the provisions of Article 5 hereof, to create within each

Portfolio different classes of shares where one class entitles to dividends («Dividend Shares») and the other class does

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not entitle to dividends («Accumulation Shares»), dividends may only be declared and paid in accordance with the pro-
visions of this Article with respect to Dividend Shares and no dividends will be declared and paid with respect to Accu-
mulation Shares.

The Board of Directors may decide to distribute stock dividends in lieu of cash dividends upon such terms and con-

ditions as may be set forth by the Board of Directors.

No distribution may be made if after declaration of such distribution the Company’s capital is less than the minimum

capital imposed by Law.».

18. Introduction of a new Article 29 headed «Dissolution of the Company», so as to read as follows:
«The Company may at any time be dissolved by a resolution of the general meeting of shareholders subject to the

quorum and majority requirements referred to in Article 32 hereof.

Whenever the share capital falls below two-thirds of the minimum capital indicated in Article 5 hereof, the question

of the dissolution of the Company shall be referred to the general meeting by the Board of Directors. The general meet-
ing, for which no quorum shall be required, shall decide by simple majority of the votes of the shares represented at the
meeting.

The question of the dissolution of the Company shall further be referred to the general meeting whenever the share

capital falls below one-fourth of the minimum capital set by Article 5 hereof; in such an event, the general meeting shall
be held without any quorum requirements and the dissolution may be decided by shareholders holding one-fourth of
the votes of the shares represented at the meeting.

The meeting must be convened so that it is held within a period of forty days from ascertainment that the net assets

of the Company have fallen below two-thirds or one-fourth of the legal minimum, as the case may be.».

19. Splitting and modification of the former Article 28 of the Articles, into two Articles so as to read as follows:
«Art. 30. Liquidation. In the event of a dissolution of the Company, closing-down shall be carried out by one or

several liquidators (who may be physical persons or legal entities) named by the meeting of shareholders effecting such
dissolution and which shall determine their powers and their compensation. The net proceeds of liquidation corre-
sponding to each class of shares shall be distributed by the liquidators to the holders of shares of each class in proportion
of their holding of shares in such class.

Art. 31. Merger or Liquidation of Portfolios or Classes of Shares. The Board of Directors may decide to

close down one Portfolio or class of shares if a change in the economic or political situation relating to the Portfolio or
class of shares concerned would justify such closing down or, if for other reasons the Board of Directors believe it is
required for the interests of the shareholders. The decision of the closing down will be published (either in a newspaper
in Luxembourg and in newspapers issued in countries where the shares are sold (insofar as required by applicable reg-
ulations), or sent to the shareholders at their addresses indicated in the Register of Shareholders or communicated via
other means as deemed appropriate by the Board of Directors) prior to the effective date of the closing down and the
publication will indicate the reasons for, and the procedures of, the closing down operations. Unless the Board of Di-
rectors otherwise decides in the interests of, or to keep equal treatment between, the shareholders, the shareholders
of the Portfolio or class of shares concerned may continue to request redemption or exchange of their shares. Assets
which could not be distributed to their beneficiaries upon the close of the closing down of the Portfolio or class of shares
concerned will be deposited with the Custodian for a period of six months after the close of closing down. After such
time, the assets will be deposited with the Caisse de Consignation on behalf of their beneficiaries.

Under the same circumstances as provided in the preceding paragraph, the Board of Directors may decide to close

down one Portfolio by contribution into another Portfolio. Such decision will be published in the same manner as de-
scribed in the preceding paragraph and, in addition, the publication will contain information in relation to the new Port-
folio. Such publication will be made one month before the date on which the amalgamation becomes effective in order
to enable shareholders to request redemption of their shares, free of charge, before the operation involving contribu-
tion into another Portfolio becomes effective.

The Board of Directors may also, under the same circumstances as provided above, decide to close down one Port-

folio by contribution into another collective investment undertaking governed by the laws of the Grand Duchy of Lux-
embourg. Such decision will be published in the same manner as described above and, in addition, the publication will
contain information in relation to the other collective investment undertaking. Such publication will be made within one
month before the date on which the merger becomes effective in order to enable shareholders to request redemption
of their shares, free of charge, before the operation involving contribution into another collective investment undertak-
ing becomes effective. In case of contribution to another collective investment undertaking of the mutual fund type
(fonds commun de placement), the merger will be binding only on shareholders of the relevant Portfolio who will ex-
pressly agree to the merger. A Portfolio may exclusively be contributed to a foreign collective investment undertaking
upon approval of the shareholders of the classes of shares issued in the Portfolio concerned or under the condition that
only the assets of the consenting shareholders be contributed to the foreign collective investment undertaking.

In the event that the Board of Directors determine that it is required for the interests of the shareholders of the

relevant Portfolio or that a change in the economic or political situation relating to the Portfolio concerned has occurred
which would justify it, the reorganisation of one Portfolio, by means of a division into two or more Portfolios, may be
decided by the Board of Directors. Such decision will be published in the same manner as described above and, in ad-
dition, the publication will contain information in relation to the two or more new Portfolios. Such publication will be
made within one month before the date on which the reorganisation becomes effective in order to enable the share-
holders to request redemption of their shares, free of charge before the operation involving division into two or more
Portfolios becomes effective.

Any of the aforesaid decisions of closing down, amalgamation, merger or reorganisation may also be decided by a

separate meeting of the shareholders of the relevant class in the Portfolio concerned where no quorum is required and

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the decision is taken at the single majority of the shares voting at the meeting. Should future Portfolios be created for
a limited maturity, the procedure for closing down, amalgamation, merger or reorganisation, will be described in the
sales documents of the Company.».

20. Amendment of the former Article 29, newly Article 32 of the Articles, so as to read as follows:
«These Articles of Incorporation may be amended from time to time by a meeting of shareholders, subject to the

quorum and majority requirements provided by Luxembourg law.».

III. Approval of the minor formal and stylistic amendments made throughout the Articles as more fully reflected in

the draft Articles available for inspection at the registered office of the Company.

IV. Miscellaneous

B. That the shareholders present or represented, the proxies of the represented shareholders and the number of

their shares are shown on an attendance list; this attendance list, signed by the shareholders, the proxies of the repre-
sented shareholders, the board of the meeting and by the public notary, will remain annexed to the present deed to be
filed at the same time with the registration authorities.

A copy of the proxy due for the first general meeting held on February 11, 2005 shall be attached as well to this

document.

C. That, all shares being in registered form, a convening notice to the meeting was sent to each shareholder of the

Company per registered mail on March 4, 2005.

D. That, it appears from the attendance list that, out of fifteen million seven hundred sixty-nine thousand forty-three

point five hundred sixty-eight (15,769,043.568) shares of the Company in issue, one hundred twenty-two thousand one
hundred (122,100) shares are present or represented.

The Chairman informs the meeting that a first extraordinary general meeting of shareholders with the same agenda

has been convened on February 11, 2005 and that the quorum requirements for voting the points of the agenda have
not been attained.

The second meeting may thus validly deliberate no matter how many shares are present or represented in accord-

ance with article 67-1 of the law of August 10, 1915 on commercial companies, as amended.

Then the extraordinary general meeting of shareholders, after deliberation, took the following resolutions which will

be effective on April 4, 2005.

First resolution

The extraordinary general meeting resolved to approve the restatement of the articles of incorporation of the Com-

pany (the «Articles») in view to submit the Company to Part I of the law of 20 December 2002 on undertakings for
collective investment (the «2002 Law») implementing into Luxembourg law the UCITS Directive EEC/85/611, as amend-
ed, and in particular the following amendments:

1. Replacement of any reference in the Articles to the law of 30 March 1988 relating to undertakings for collective

investment by a reference to the 2002 Law.

2. Amendment of Article 3 of the Articles, so as to read as follows:
«The exclusive object of the Company is to place the funds available to it in transferable securities and other liquid

The Company may take any measures and carry out any operation which it may deem useful in the accomplishment

and development of its purpose to the full extent permitted by the Law.».

3. Amendment of Article 5 of the Articles, so as to read as follows:
«The capital of the Company shall be represented by shares of no par value and shall at any time be equal to the total

net assets of the Company as defined in Article 24 hereof.

The minimum capital of the Company shall be the U.S. Dollar equivalent of one million two hundred and fifty thousand

euro (1,250,000.- EUR).

The Board of Directors is authorised without limitation to issue fully paid shares at any time in accordance with Ar-

Such shares may, as the Board of Directors shall determine, be of different portfolios of assets (each a «Portfolio»)

The Board of Directors may further decide to create within each Portfolio two or more classes of Shares whose

For the purpose of determining the capital of the Company, the net assets attributable to each class shall, if, not ex-

pressed in U.S. Dollars, be converted into U.S. Dollars and the capital shall be the total net assets of all the classes.

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

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At each extension of a Portfolio, the registered shareholders shall be duly notified in writing, by a notice sent to their

5. Amendment of Article 6 paragraph 5 of the Articles, so as to read as follows:
«For Dividend Shares, payments of dividends will be made to shareholders, with respect to registered shares, at their

addresses in the Register of Shareholders and, with respect to bearer shares, upon presentation of the relevant dividend
coupons to the agent or agents appointed by the Company for such purpose.».

thereto;

(b) the hedging strategy, if any, to be applied to each Portfolio and to specific classes of shares within particular Port-

folios; and

(c) the course of conduct of the management and business affairs of the Company.
The Board of Directors shall also determine any restrictions which shall from time to time be applicable to the in-

vestments of each Portfolio, including without limitation, restrictions with respect to:

(a) the borrowings of each Portfolio and the pledging of its assets; and
(b) the maximum percentage of the assets of each Portfolio which may be invested in any form or class of security

and the maximum percentage of any form or class of security which it may acquire.

In compliance with the requirements set forth by the Law and as detailed in the sales documents for the shares of

the Company, in particular as to the type of markets on which the assets may be purchased or the status of the issuer
or of the counterparty, each Portfolio may invest in:

maturing in no more than 12 months;

(d) financial derivatives instruments.
The investment policy of the Company may replicate the composition of an index of equity securities or debt secu-

rities recognized by the Luxembourg supervisory authority.

The Company may in particular purchase the above mentioned assets on any regulated market or stock exchange in

The Company may also invest in recently issued transferable securities and money market instruments, provided that

In accordance with the principle of risk spreading, the Company is authorised to invest up to 100% of the net assets

schemes; or that

(b) all or part of the assets of any Portfolio be co-managed amongst themselves.
Investments of the Company may be made either directly or indirectly through wholly-owned intermediate subsidi-

aries incorporated in any suitable jurisdiction and carrying on management activities exclusively for the Company, and
primarily, but not solely, for the purposes of greater tax efficiency. Any reference in these Articles of Incorporation to
«investments» and «assets» shall mean, as appropriate, either investments made and assets beneficially held directly or
investments made and assets beneficially held indirectly through the aforesaid subsidiaries.

The Company is authorised:
(a) to employ techniques and instruments relating to transferable securities and money market instruments provided

that such techniques and instruments are used for the purpose of efficient portfolio management; and

(b) to employ techniques and instruments intended to provide protection against exchange risks in the context of

the management of its assets and liabilities as described in the sales documents for the shares of the Company.».

7. Amendment of Article 20 of the Articles, so as to read as follows:

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«The Company shall appoint an independent and external auditor («réviseur d’entreprises agréé») who shall carry

out the duties prescribed by the Law. The auditor shall be elected by the general meeting of shareholders and shall hold
office until his or her successor is elected.».

The Company may temporarily suspend calculation of the Net Asset Value per share of a Portfolio and hence the

issue, the redemption and the exchange of or into shares of such Portfolio when:

(a) one or more stock exchanges or regulated markets which is the principal market on which a substantial portion

(b) political, economic, military, monetary or other emergency beyond the control, liability and influence of the Com-

pany makes the disposal of the assets of any Portfolio impossible under normal conditions or such disposal would be
detrimental to the interests of the shareholders;

of a major portion of the assets of any Portfolio;

(d) owing to the limitations on the exchange transactions or other transfers of assets, the business transactions be-

come impracticable with respect to any Portfolio, or where it can be objectively demonstrated that purchases and sales
of the assets of any Portfolio cannot be effected at normal prices;

(e) a general meeting of shareholders, to decide upon the winding up of the Company, has been called or a notice of

shareholders has been given, as described in Article 31 hereof.

A suspension with respect to any particular Portfolio will not automatically effect the calculation of the Net Asset

Value of the shares of the other Portfolios.

Any such suspension shall be published, if appropriate, by the Company and shall be notified to shareholders request-

ing redemption or exchange of their shares by the Company at the time of the filing of the written request for such
exchange and redemption.».

those receivable from a subsidiary of the Company;

(3) all bonds, time notes, shares, stock, debenture stocks, subscription rights, warrants, options and other invest-

ments and securities owned or contracted for by the Company;

(4) all stock, stock dividends, cash dividends and cash distributions receivable by the Company to the extent infor-

(5) all interest accrued on any interest-bearing securities owned by the Company, except to the extent that the same

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

(6) the preliminary expenses of the Company insofar as the same have not been written off, provided that such pre-

liminary expenses may be written off directly from the capital of the Company; and

(7) all other assets of every kind and nature, including prepaid expenses.
The value of such assets shall be determined as follows:
(i) the value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses,

(ii) the value of transferable securities, money market instruments and any financial assets listed or dealt in on a stock

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dealers or pricing services approved by the Board of Directors, or any other price deemed appropriate by the Board
of Directors;

(iii) if such prices are not representative of their value, such securities are stated at market value or otherwise at the

fair value at which it is expected they may be resold, as determined in good faith by or under the direction of the Board
of Directors;

(iv) money market instruments with a remaining maturity of 90 days or less will be valued by the amortized cost meth-

od, which approximates market value;

(v) units or shares of open-ended undertakings for collective investment will be valued at their last determined and

(vi) the liquidating value of futures, forward or options contracts not traded on a stock exchange or on regulated

(vii) interest rate swaps will be valued on the basis of their market value established by reference to the applicable

interest rate curve.

Credit default swaps will be valued at fair value under procedures approved by the Board of Directors. Because credit

If no such market input data are available, credit default swaps will be valued at their fair value pursuant to a valuation

All other swaps, will be valued at fair value as determined in good faith pursuant to procedures established by the

Board of Directors;

(viii) all other securities, instruments and other assets will be valued at fair market value, as determined in good faith

pursuant to procedures established by the Board of Directors;

(ix) assets denominated in a currency other than that in which the relevant Net Asset Value will be expressed, will

be converted at the relevant foreign currency spot rate on the relevant Valuation Date. In that context account shall be
taken of hedging instruments used to cover foreign exchange risks.

The Company is entitled to deviate from the valuation rules set out in (ii), (iii), (iv), (v), (vi) and (vii) above in valuing

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 Company.

agents’ fees);

(3) all known liabilities, present and future, including all matured contractual obligations for payments of money or

(4) an appropriate provision for future taxes based on capital and income to the Valuation Date, as determined from

time to time by the Company, and other reserves, if any, authorised and approved by the Board of Directors; and

(5) all other liabilities of the Company of whatever kind and nature. In determining the amount of such liabilities the

16143

penses, including the cost of advertising, preparing, translating and printing costs (including the printing of prospectuses,
explanatory memoranda, registration statements, or annual and semi-annual reports as well as the calculation and pub-
lication of Net Asset Value per share), stock exchange listing costs and the costs of obtaining any registration with an
authorisation from governmental charges and all other operating expenses including the cost of buying and selling assets,
interest, bank charges and brokerage, postage, telephone and facsimile transmissions. The Company may calculate ad-
ministrative and other expenses of a regular or recurring nature and on estimated figure for yearly or other periods in
advance, and may accrue the same in equal proportions over any such period.