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MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

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

C — N° 2791

3 décembre 2007

SOMMAIRE

Besthold S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

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Fullvalue S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

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Herinvest S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

133966

LSF IV Euro Properties . . . . . . . . . . . . . . . . .

133968

LSP III Lux SIV S.à r.l. . . . . . . . . . . . . . . . . . .

133966

Ludovica Invest S.A. . . . . . . . . . . . . . . . . . . . .

133967

Multiutility S.A. . . . . . . . . . . . . . . . . . . . . . . . .

133967

Opportunity Fund III Property XXI S.à r.l.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

133968

RMB International Sicav . . . . . . . . . . . . . . . .

133922

RMB International Sicav-SIF . . . . . . . . . . . .

133922

Welilux S.àr.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

133967

Xena Trust S.A. . . . . . . . . . . . . . . . . . . . . . . . .

133966

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RMB International Sicav-SIF, Société d'Investissement à Capital Variable - Fonds d'Investissement Spé-

cialisé,

(anc. RMB International Sicav).

Siège social: L-2633 Senningerberg, 6, route de Trèves.

R.C.S. Luxembourg B 55.509.

In the year two thousand and seven, on the twenty second of October.
Before us, Maître Henri Hellinckx, notary residing in Luxembourg (Grand Duchy of Luxembourg).

There was held an extraordinary general meeting of shareholders of RMB INTERNATIONAL SICAV, having its reg-

istered office in Luxembourg, incorporated pursuant to a notary deed of Maître Reginald Neuman, then notary residing
in Luxembourg, on July 16th, 1996, registered to the Trade Register of Luxembourg under the number B 55.509, and
published in the Mémorial C, Recueil des Sociétés et Associations (the «Mémorial») on August 21st, 1996, number 405,
amended the last time by an extraordinary general meeting of shareholders on October 20, 2005 with a publication
thereof in the Mémorial on November 11, 2005 number 1194.

The meeting is opened at 4.00 p.m. at EUROPEAN BANK & BUSINESS CENTER, 6, route de Trèves, L-2633 Sen-

ningerberg Luxembourg, under the chair of Mrs Sabrina Marshall, professionally residing in Luxembourg,

who appointed as secretary Mrs Mara Marangelli, professionally residing in Luxembourg.
The meeting elected as scrutineer Mrs Christie Lemaire-Legrand, professionally residing in 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 following modifications of the articles of incorporation of the Company (the «Articles»):
1. Amendment of Article 1, so as to read as follows:
« Art. 1. Name. Among the subscribers and all those who shall become shareholders there exists a company in the

form of a public limited company (société anonyme) qualifying as an investment company «société d'investissement à
capital variable- fonds d'investissement spécialisé» under the name of RMB INTERNATIONAL SICAV-SIF

(hereafter the «Company»).».
2. Amendment of Article 3 so as to read as follows:
« Art. 3. Purpose. The Company may take any steps and carry out any transactions that it deems useful for the

achievement and development of its purpose to the full extent allowed by the law dated 13 February 2007 relating to
specialised investment funds (the «2007 Law»).»

In the case that a breach of investment restrictions occurs at the Sub-Fund level of the Company when such Sub-Fund

is participating in the Co-Managed Assets and even though the Manager complied with the investment restrictions effected
on said Co-Managed Assets, the board of directors of the Company will ask the Investment Manager to reduce the
investment in breach, in proportion to the participation of the concerned Sub-Fund participating in the Co-Managed
Assets.».

3. Amendment of Article 4 of the Articles, so as to read as follows:
« Art. 4. Registered Office. The registered office is established in the commune of Niederanven, Grand Duchy of

Luxembourg. Branches or offices may be created by resolution of the board of directors either in the Grand Duchy of
Luxembourg or abroad (but in no event in the United Sates of America, its territories or possessions).

If the board of directors deems that extraordinary events of a political or military nature, likely to jeopardize normal

activities at the registered office or smooth communication with this registered office or from this registered office with
other countries have occurred or are imminent, it may temporarily transfer this registered office abroad until such time
as these abnormal circumstances have fully ceased. However, this temporary measure shall not affect the Company's
nationality, which notwithstanding this temporary transfer of the registered office, shall remain a Luxembourg company.».

4. Amendment of Article 5 of the Articles, so as to read as follows:
« Art. 5. Capital and Classes of Shares. The capital of the Company shall be represented by shares of no par value and,

at any time, be equal to the net assets of the Company as defined herein and in Article 9 of these Articles of Incorporation.

The minimum capital of the Company shall be the equivalent in US Dollars to one million two hundred and fifty thousand

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

The shares to be issued pursuant to Article 7 hereof may, as the board of directors shall determine, be of different

classes. The proceeds of the issue of each class of shares shall be invested pursuant to the investment policy determined
by the board of directors for the Sub-Fund established in respect of the relevant class or classes of shares, subject to the
investment restrictions provided by law or determined by the board of directors.

The board of directors shall establish a portfolio of assets constituting a Sub-Fund for each class of shares within the

meaning of Article 71 of the 2007 Law for one or more classes of shares or for multiple classes of shares in the manner
described in Article 9 hereof. As between shareholders, each pool of assets shall be invested for the exclusive benefit of
the relevant class or classes of shares. The Company shall be considered as one single legal entity. However with regard

133922

to third parties, in particular towards the company's creditors, each Sub-Fund shall be exclusively responsible for all
liabilities attributable to it.

The board of directors may create each 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, prorogue the duration of the relevant Sub-Fund once
or several times. At the expiry of the duration of a Sub-Fund, the Company shall redeem all the shares in the relevant
class(es) of shares, in accordance with Article 10 below, notwithstanding the provisions of Article 31 below. In respect
of the relationships between the shareholders, each Sub-Fund is treated as a separate entity.

At each prorogation of a Sub-Fund, the registered shareholders shall be duly notified in writing, by a notice sent to

their registered address as recorded in the register of shares of the Company. The sales documents for the shares of the
Company shall indicate the duration of each Sub-Fund and, if appropriate, its prorogation.

For the purpose of determining the capital of the Company, the net assets attributable to each class of shares shall, if

not expressed in United States Dollars, be converted into United States Dollars and the capital shall be the total of the
net assets of all the classes of shares.».

5. Amendment of Article 6 of the Articles, so as to read as follows:
« Art. 6. Variations in capital. The amount of capital shall be equal to the value of the Company's net assets. It may

also be increased as a result of the Company issuing new shares and reduced following redemption of shares by the
Company at the request of shareholders.

The board of directors may indeed reduce the capital of the Company by cancellation of the shares of any Sub-Fund

and/or class of shares and refund to the shareholders of such Sub-Fund and/or class of shares, the full value of the shares
of such Sub-Fund and/or class of shares.».

6. Amendment of Article 7 of the Articles, so as to read as follows:
« Art. 7. Shares. The shares of the Company will be issued in registered form only. The company will issue a confir-

mation of shareholding to the shareholder except in case of express request for a share certificate.

The register of shareholders is kept in Luxembourg at the Custodian Bank.
There is no restriction on the number of shares which may be issued.
The rights attached to shares are those provided for in the Luxembourg Law of 10 August 1915 on commercial

companies, as amended, (the «1915 Law») to the extent that such law has not been superseded by the 2007 Law. All the
shares of the Company, whatever their value, have an equal voting right. All the shares of the Company have an equal
right to the liquidation proceeds and distribution proceeds.

Shares may be transferred by remittance to the Company of the certificates, if any, representing the shares to be

transferred together with a written statement of transfer, dated and signed by the transferor and transferee, or by their
proxies who shall evidence the required powers. Upon receipt of these documents satisfactory to the board of directors,
transfers will be recorded in the register of shareholders.

All registered shareholders shall provide the Company with an address to which all notices and information from the

Company may be sent. The address shall also be indicated in the register of shareholders.

If a registered shareholder does not provide the Company with an address, this may be indicated in the register of

shareholders, and the shareholder's address shall be deemed to be at the Company's registered office or at any other
address as may be fixed periodically by the Company until such time another address shall be provided by the shareholder.
Shareholders may change at any time the address indicated in the register of shareholders by sending a written statement
to the registered office of the Company, or to any other address that may be set by the Company.

The Company recognizes only one single owner per share. If one or more shares are jointly owned or if the ownership

of shares is disputed, all persons claiming a right to such share(s) have to appoint one single attorney to represent such
share(s) towards the Company. The failure to appoint such attorney implies a suspension of the exercise of all rights
attached to such shares.

Shares must be fully paid-up and are without par value.
The Company may decide to issue fractional shares. Such fractional shares shall not be entitled to vote but shall be

entitled to participate in the net assets attributable to the relevant class of shares on a prorata basis.»

7. Amendment of Article 8 of the Articles, so as to read as follows:
«The board of directors may restrict or prevent the ownership of shares of the Company by any person, firm or

corporate body, if the Company deems that such ownership entails an infringement of the law of the Grand Duchy of
Luxembourg or foreign country, or may imply that the Company may be subject to taxation in a country other than the
Grand Duchy of Luxembourg or may prejudice the Company in another manner. Specifically but without limitation, the
Company may restrict the ownership of shares in the Company by any U.S. Person and by non well-informed investors,
as defined in this Article (such persons, firms or corporate bodies to be determined by the board of directors being
herein referred to as «Prohibited Persons»).

For this purpose the Company may:
A.- decline to issue any shares and decline to register any transfer of shares, where it appears to it that such registry

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

133923

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

on the register of shareholders, to furnish it with any information, supported by affidavit, which it my consider necessary
for the purpose of determining whether or not beneficial ownership of such shareholder's shares rest in a Prohibited
Person, or whether such registry will result in beneficial ownership of such shares by a Prohibited Person; and

C.- decline to accept the vote of any Prohibited Person, at any meeting of shareholders of the Company; and
D.- where it appears to the Company that one or several persons are the holders of a portion of the Company's shares

in such a manner that the Company may be subject to taxation or other laws in jurisdiction other than Luxembourg,
direct the relevant shareholder to sell his shares and to provide to the Company evidence of the sale within thirty (30)
days of notice. If such shareholder fails to comply with the direction, the Company may compulsory redeem or cause to
be redeemed from any such shareholder all shares held by such shareholder in the following manner:

1. the Company shall serve a second notice (hereinafter referred to as «the purchase notice») to the shareholder

appearing in the register of shareholders as the owner of the shares to be repurchased. The purchase notice shall specify
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. The purchase notice may be sent to the shareholder by registered mail
addressed to his/her last known address or to that indicated in the register of shareholders. The relevant shareholder
shall be obliged to remit the certificate(s), if any, representing the shares specified in the purchase notice to the Company
immediately. At the close of business on the date specified in the purchase notice, the relevant shareholder shall cease
to be the holder of the shares specified in the purchase notice. His name shall be expunged as holder of these shares in
the register of shareholders,

2. the price at which such shares is to be purchased (the «purchase price») shall be an amount based on the net asset

value per share of the relevant class of shares at the Valuation Date specified by the board of directors for the redemption
of shares in the Company next preceding the date of the purchase notice, as determined in accordance with Article 9
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

fixed by the board of directors for the payment of the purchase price of the shares of the relevant class of shares and
will be deposited for payment to such owner by the Company with a bank in Luxembourg or elsewhere (as specified in
the purchase notice) upon final determination of the purchase price and upon remittance of the confirmation(s) or the
certificate(s), representing the shares specified in the purchase notice. Upon service of the purchase notice as aforesaid
such former owner shall have no further interest in such shares or any of them, not any claim against the Company or
its assets in respect thereof, except the right to receive the purchase price (without interest). Any redemption proceeds
receivable by a shareholder under this paragraph, but not collected within a period of five years from the date specified
in the purchase notice, may not thereafter be claimed and shall revert to the relevant class or classes of shares. The board
of directors shall have power from time to time to take all steps necessary to perfect such reversion and to authorize
such action on behalf of the Company,

4. the exercise by the Company of the power conferred by this Article shall not, under any circumstances, be ques-

tioned or invalidated on the grounds that there was insufficient proof of the ownership of the shares or that the true
ownership of any shares was otherwise than appeared to the Company at the date of any purchase notice, provided in
such case the said powers were exercised by the Company in good faith.

In particular, the Company may restrict or prevent the ownership of the Company's shares by any «U. S. Person».
Whenever used in these Articles, the terms «U.S. Person» mean with respect to individuals, any U.S. citizen (and

certain former U.S. citizens as set out in relevant U.S. Income Tax laws) or «resident alien» within the meaning of U.S.
income tax laws and in effect from time to time.

With respect to persons other than individuals, the term «U.S. Person» means (i) a corporation or partnership or

other entity created or organised in the United States or under the laws of the United States or any state thereof; (ii) a
trust where (a) a U.S. court is able to exercise primary jurisdiction over the trust and (b) one or more U.S. fiduciaries
have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to U.S. tax on this
worldwide income from all sources; or (b) for which any U.S. Person acting as executor or administrator has sole in-
vestment discretion with respect to the assets of the estate and which is not governed by foreign law. The term «U.S.
person» also means any entity organised principally for passive investment such as a commodity pool, investment company
or other similar entity (other than a pension plan for the employees, officers or principals of any entity organised and
with its principal place of business outside the United States) which has as a principal purpose the facilitating of investment
by a United States person in a commodity pool with respect to which the operator is exempt from certain requirements
of part 4 of the United States Commodity Futures Trading Commission by virtue of its participants being non United
States persons. «United States» means the United States of America (including the States and the District of Columbia),
its territories, its possessions and any other areas subject to its jurisdiction.

«Prohibited Person» as used herein does neither include any subscriber to shares of the Company issued in connection

with the incorporation of the Company 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 Company.

The term «non-well-informed investor» as used in these Articles of Incorporation means any person, firm or corpo-

ration which may not be qualified as a well-informed investor within the meaning of the 2007 Law and the board of

133924

directors may, at its discretion, delay the acceptance of any subscription application for shares until such time as the
Company has received sufficient evidence that the applicant qualifies as an well-informed investor.

A well-informed investor, as defined by article 2 of the 2007 Law shall include: an institutional investor, a professional

investor or any other investor who meets the following conditions:

a) it has confirmed in writing that it adheres to the status of well-informed investor, and
b) (i) it invests a minimum of one hundred and twenty-five thousand euros (125,000.- EUR) in the Company, or (ii) it

has been the subject of an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an
investment firm within the meaning of Directive 2004/39/EC or by a management company within the meaning of Directive
2001/107/EC certifying its expertise, its experience and its knowledge in adequately apprising an investment in the Com-
pany.

The conditions set forth in the paragraph above are not applicable to the directors and other persons who intervene

in the management of the Company.

In addition to any liability under applicable law, each shareholder who does not qualify as a well-informed investor,

and who holds shares in the Company, shall hold harmless and indemnify the Company, the board of directors, the other
shareholders of the Company and the Company's agents for any damages, losses and expenses resulting from or connected
to such holding in circumstances where the relevant shareholder had furnished misleading or untrue documentation or
had made misleading or untrue representations to wrongfully establish its status as an institutional investor or has failed
to notify the Company of its loss of such status.».

8. Amendment of Article 9 of the Articles, so as to read as follows:
« Art. 9. Net asset value. With respect to each class of shares, the net asset value per share shall be calculated from

time to time by the Company or any agent appointed thereto by the Company under the responsibility of the board of
directors, at least once a month at a frequency determined by the board of directors and determined in the sales docu-
ments of the shares, such date of calculation being referred to herein as the «Valuation Date».

The net asset value of shares of each Sub-Fund and/or class of shares shall be calculated in the reference currency of

each Sub-Fund and to the extent applicable within a Sub-Fund, expressed in the currency unit for the relevant class of
shares within such Sub-Fund or any such other currency as the board of directors shall from time to time determine as
a per share figure and shall be determined in respect of any Valuation Date by dividing the net assets of the Company
corresponding to each Sub-Fund and/or class of shares, being the value of the assets of the Company corresponding to
such Sub-Fund and/or class of shares less the liabilities attributable to such Sub-Fund and/or class of shares, by the number
of shares of the relevant Sub-Fund and/or class of shares outstanding and may be rounded up or down to the nearest
unit of the currency in which the net asset value of the relevant shares is calculated. If, since the last Valuation Date there
has been a material change in the quotations on the stock exchanges or markets on which a substantial portion of the
investments of the Company attributable to a particular Sub-Fund and/or class of shares are quoted or dealt in, the
Company may, in order to safeguard the interests of the shareholders and the Company, cancel the first valuation and
carry out a second valuation.

The Company's net assets of the different classes of shares shall be estimated in the following manner
I. In particular, the Company's assets shall include:
1. all cash at hand and on deposit, including interest due but not yet collected and interest accrued on these deposits

up to the Valuation Date;

2. all bills and demand notes and accounts receivable (including the results of the sale of securities whose proceeds

have not yet been received);

3. all securities, units, shares, debt securities, option or subscription rights and other investment and transferable

securities owned by the Company;

4. all dividends and distributions proceeds to be received by the Company in cash or in securities insofar as the

Company is aware of such;

5. all interest due but not yet received and all interest yielded-up to the Valuation Date by the securities owned by

the Company, unless this interest is included in the principal amount of such securities;

6. the attributable incorporation expenses of the Company, insofar as they have not yet been amortized
7. all other assets of whatever nature, including prepaid expenses.
The value of these assets shall be determined as follows:
a) The value of cash at hand and on deposit, bills and demand notes and accounts receivable, prepaid expenses and

dividends and interest declared or due but not yet collected, shall be deemed to be the full value thereof, unless it is
unlikely that such values are received in full, in which case, the value thereof will be determined by deducting such amount
the Company considers appropriate to reflect the true value thereof.

b) The valuation of any security listed or traded on a regulated market is based on the latest available closing price

and, if this security is traded on several markets, on the basis of the last available closing price on the market considered
to be the main market for trading this security. If this price is not representative, the valuation shall be based on the
probable realisation value estimated by the board of directors with prudence and in good faith.

133925

c) Options and futures contracts are valued at the last available price on the market where any such option or futures

contract is principally traded, provided that if a futures 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 contract shall be such
value as the board of directors may deem fair and reasonable. The liquidating value of futures and options contracts not
traded on Regulated Markets 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.

d) Forward currency contracts are valued at their respective fair market values determined on the basis of prices

supplied by independent sources.

e) Index, financial instrument related or interest rate swaps will be valued at their market value established by reference

to the applicable index, financial instrument or interest rate curve, which is subject to parameters such as the level of the
index, the interest rates, the equity dividend yields and the estimated index volatility.

f) Total return swaps will be valued at fair value under procedures approved by the board of directors. As such swaps

are not exchange-traded, but are private contracts into which the Company and a swap counterparty enter as principals,
the data inputs for valuation models are usually established by reference to active markets. However it is possible that
such market data will not be available for total return 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) may be used provided that appropriate adjustments be made to reflect any differences between total
return 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, total return 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
estimate 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 total return swaps.

In any event the Company will always value total return swaps on an arms-length basis.
g) All other swaps, will be valued at fair value, as determined in good faith pursuant to procedures established by the

board of directors.

h) The value of money market instruments not listed or dealt in on any stock exchange or on any other Regulated

Market and with a remaining maturity of less than twelve months is deemed to be the nominal value thereof, increased
by any interest accrued thereon.

i) Valuations of CLO's and CDO's will be periodically provided by the market maker/underwriter of the notes, subject

to the control by the board of directors if and where necessary. In particular, CDOs can by their nature be less liquid
than government bonds, and thus have to be valued by means other then simple observation of market prices. The
valuation method most appropriate will be on a net asset value basis. The methodology will proceed as follows:

For every CDO, a market report has to be produced by the CDO's trustee on a monthly and/or quarterly basis.
j) Securities not listed or traded on a Stock Exchange market, or securities listed or traded on such Regulated Market

for which the price referred to under the first bullet point above does not reflect its fair market value, shall be assessed
on the basis of the probable realization value estimated with prudence and in good faith.

k) Securities expressed in a currency other than the share currency concerned shall be converted on the basis of the

rate of exchange ruling on the relevant Valuation Date. If such rate of exchange is not available, the rate of exchange will
be determined in good faith by or under procedures established by the board of directors.

l) Investments in open-ended UCIs are taken at their last official net asset value known in Luxembourg at the time of

calculating the net asset value of the relevant Sub-Fund. If such price is not representative of the fair market value of such
assets, then the price shall be determined by the board of directors on a fair and equitable basis. Investments subject to
bid and offer prices are valued at their mid-price.

m) All other securities and other assets, including money market instruments held by the Company with a remaining

maturity of twelve months or more, will be valued at fair market value as determined in good faith pursuant to the
procedures established by the board of directors.

The board of directors, at 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.

II. In particular, the Company's commitments shall include:
1. all borrowings, bills matured and accounts due.
2. all liabilities known, whether matured or not, including all matured contractual obligations that involve payments in

cash or in kind (including the amount of dividends declared by the Company but not yet paid).

3. all reserves, authorised or approved by the board of directors, in particular those that had been built up to face a

possible depreciation on some of the Company's investments.

4. all of the Company's other liabilities, of whatever nature with the exception of those represented by shares in the

133926

Articles of Incorporation, fees and expenses payable to the investment manager, sub-investment manager, accountant,
custodian and correspondent agents, domiciliary agent, administrator, transfer agent, paying agent or other agents, officers
and employees of the Company, as well as the permanent representatives of the Company in countries where it is subject
to registration, the costs for legal assistance and for the auditing of the Company's annual reports, the advertising costs,
the cost of printing and publishing the documents prepared in order to promote the sale of shares, the costs of printing
the annual and semi-annual financial reports, the costs of translating (where necessary) the semi-annual report and ac-
counts, the annual audited report and accounts and all prospectuses, the costs of printing certificates or confirmations
of registration, the cost of convening and holding shareholders' and board of directors' Meetings, reasonable traveling
expenses of the board of directors, directors' fees, the costs of registration statements (and maintaining the registration
of the Company with governmental agencies or markets to permit the sale of the Company's shares), all taxes, corporate
fees and duties charged by governmental authorities, stock exchanges and markets, fiscal and governmental charges or
duties in respect of or in connection with the acquisition, holding or disposal of any of the assets of the Company or
relating to the purchase, sale, issue, transfer, redemption or conversion by the Company of shares and of paying dividends
or making other distributions thereon, the costs of publishing the issue and redemption prices as well as any other running
costs, including financial interest, facility fees or similar charges payable resulting from any borrowing by the Company,
banking and brokerage expenses incurred when buying or selling assets or otherwise and all other administrative costs.

To assess the amount of these liabilities, the Company shall take into account, prorata temporis, the administrative

and other expenses with a regular or periodical nature.

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 multiple 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 invested

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 structure
and/or (iii) a specific management or advisory fee structure, and/or (iv) a specific assignment of distribution, shareholder
services or other fees and/or (v) the currency or currency unit in which the class of shares may be quoted and based on
the rate of exchange between such currency or currency unit and the reference currency of the relevant Sub-Fund and/
or (vi) the use of different hedging techniques in order to protect in the reference 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 of shares shall be applied in the books of the

Company to the relevant class of shares issued in respect of such Sub-Fund, and, as the case may be, 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, liabilities, income and expenditure attributable to a Sub-Fund shall be applied to the class or classes of

shares issued in respect of such Sub-Fund, in conformity with item (a) here above;

(d) where any asset is derivated from another asset, such derivative asset shall be attributable in the books of the

Company to the same class or classes of shares as the asset 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) in the case where any asset or liability of the Company cannot be considered as being attributable to a particular

class of shares, such asset or liability shall be allocated to all the classes of shares pro rata to their respective net asset
values or in such other manner as determined by the board of directors acting in good faith, provided that (i) where
assets, on behalf of several Sub-Funds are held in one account and/or are co-managed as a segregated pool of assets by
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 Company;

(f) 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;

(g) the currency gains or losses of the hedging techniques used for hedging a currency class will be allocated to the

relevant class.

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

accounting 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 on the Company and present, past or future
shareholders.

IV. For the purpose of this article:

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1) shares of the Company to be redeemed under Article 10 hereof shall be treated as existing and taken into account

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 Company 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 expressed in currencies other than the reference currency of the

relevant Sub-Fund shall be valued after taking into account the market rate or rates 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 Company 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 Company

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

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

and the asset to be delivered shall not be included in the assets of the Company; provided however, that if the exact
value or nature of such consideration or such asset is not known on such Valuation Date, then its value shall be estimated
by the Company.

9. Amendment of Article 10, so as to read as follows:
« Art. 10. Issuing, redemption and converting shares. The board of directors is authorised to issue, at any time,

additional shares that shall be fully paid-up, without par value, at the price of the applicable net asset value per class of
shares, as determined in accordance with Article 9 of these Articles of Incorporation, plus the sales charge under the
subscription conditions as precised by the sales documents, without reserving preference rights of subscription to existing
shareholders.

The board of directors may impose restrictions on the frequency at which shares shall be issued in any Sub-Fund; the

board of directors may, in particular, decide that shares of any Sub-Fund shall only be issued during one or more offering
periods or at such other periodicity as provided for in the sales documents for the shares.

The board of directors may, in its discretion, scale down or refuse to accept any application for shares of any Sub-

Fund or class of shares and may, from time to time, determine minimum holdings or subscriptions of shares any Sub-Fund
or class of shares of such number or value thereof as they may think fit.

Any fees for agents intervening in the placement of shares shall be paid out of these sales charges and not out of the

Company assets: the price thus determined shall be payable at the latest five bank working days after the date on which
the applicable net asset value is determined.

The board of directors may delegate the task of accepting subscriptions to any duly authorised director or to any

other duly authorised person or manager of the Company as well as to ensure that, the new shareholder being a well-
informed investor, according to the 2007 Law.

Shares may, at the discretion of the board of directors, be issued in consideration of the contribution to the Sub-Funds

of securities subject to respecting the investment policies and restrictions laid down in the sales documents and to having
a value equal to the relevant issue price of the shares. Securities contributed to the Sub-Funds will be valued independently
in a special report from the Luxembourg auditor. No brokerage fees will be chargeable in respect of such contribution
of securities in kind.

Under penalty of nullity, all subscriptions to shares must be fully paid-up and the shares issued are entitled the same

rights as the existing shares on the issue date.

Any shareholder is entitled to apply to the Company for the repurchase of all or part of its shares.
The board of directors may impose such restrictions at it deems appropriate on the redemption of shares; the board

of directors may, in particular, decide that shares in any Sub-Fund are not redeemable during such period or in such
circumstances as may be determined from time to time and provided for in the sales documents for the shares (the
«Redemption Day»).

The redemption price shall be paid at the latest forty-five bank working days after the date on which the net asset

value of the assets is fixed and shall be equal to the applicable net asset value of the shares as determined in accordance
with the provisions of the Article 9, less a possible redemption charge as fixed in the Company's sales documents. All
redemption applications must be presented in writing by the shareholder to the Company's registered office in Luxem-
bourg or to another company duty mandated by the Company for the repurchase of shares.

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 Company 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 Redemption Day, redemption requests pursuant to this Article exceed a certain level deter-

133928

considers to be in the best interest of the Company. On the next Redemption Day following that period, these redemption
and conversion requests will be met in priority to later requests.

Shares redeemed by the Company shall be cancelled.
Subject to any applicable laws and to the preparation of an audited report drawn up by the auditor of the Company,

the board of directors may, at its discretion, pay the redemption price to the relevant shareholder by means of a con-
tribution in kind of securities and other assets of the relevant Sub-Fund up to the value of the redemption amount. The
board of directors will only exercise this discretion if: (i) requested by the relevant shareholder; and (ii) the transfer would
not adversely affect the remaining shareholders. The costs of such transfer shall be borne by the transferor.

When otherwise determined by the board of directors in the sales documents, any shareholder is entitled to apply

the conversion of certain classes of within certain Sub-Fund shares of one Sub-Fund held by him for the shares of another
Sub-Fund. Any shareholder is entitled to require the conversion of whole or part of his shares of one class of shares into
shares of another class of shares subject to such restrictions and conditions determined by the board of directors. Shares
of the relevant class, as the case may be, within a Sub-Fund shall be converted for shares of the other class, as the case
may be, within another Sub-Fund on the basis of the respective applicable net asset values per share of the different Sub-
Funds, calculated in the manner stipulated in Article 9 of these Articles of Incorporation, less a possible conversion charge
as fixed in the Company's sales documents.

The board of directors may set restrictions, terms and conditions as to the right for and frequency of conversions

between certain classes of shares and subject them to the payment of such charges and commissions as it shall determine.

Subscription, redemption and conversion applications shall be received at the offices of the establishments appointed

for this purpose by the board of directors.».

10. Amendment of paragraph g) of Article 11 of the Articles, so as to read as follows:
«(g) In the case where it is impossible to determine the price of units or shares in open-end UCIs which represent an

important part of the portfolio of the concerned Sub-Fund.».

11. Amendment of Article 12 of the Articles, so as to read as follows:
« Art. 12. Generalities. Any regularly constituted meeting of shareholders of the Company shall represent all the

Company's shareholders. If the Company has only one single shareholder, such shareholder shall exercise the powers of
the general meeting of shareholders. The resolutions of the general meeting of shareholders shall be binding upon all
shareholders of the Company regardless of the class of shares held by them. It has the broadest powers to organize,
carry out or ratify all actions relating to the Company's transactions.».

12. Amendment of Article 14 of the Articles, so as to read as follows:
« Art. 14. Organisation of meetings. The quorums and delays required by Luxembourg law shall govern the notice of

the meeting and the conduct of the meetings of shareholders unless otherwise provided by these Articles of Incorporation.

Each share is entitled to one vote, whatever the class of shares to which it belongs and whatever its net asset value,

with the exception of restrictions stipulated by these Articles of Incorporation. Fraction of shares do not have voting
rights. Each shareholder may participate in the meetings of shareholders by appointing in writing, via a cable, telegram,
telex or telefax, another person as his proxy.

Unless otherwise provided by law or herein, resolutions of the general meeting are passed by a simple majority of the

validly cast votes, which for the avoidance of doubt shall not include abstention, nil vote and blank ballot paper.

Shareholders taking part in a meeting through video-conference or through other means of communication allowing

their identification are deemed to be present for the computation of the quorums and votes. The means of communication
used must allow all the persons taking part in the meeting to hear one another on a continuous basis and must allow an
effective participation of all such persons in the meeting.

The board of directors may set any other conditions to be fulfilled by shareholders in order to participate in meetings

of shareholders.

The Shareholders of a specified Sub-Fund and/or class of shares may at any time, hold General Meetings with the aim

to deliberate on a subject which concerns only this Sub-Fund and/or class of shares.

Unless otherwise stipulated by law or in the present Articles of Incorporation, the decision of the General Meeting of

a specified Sub-Fund and/or class of shares will be reached by a simple majority vote of the Shareholders present or
represented.

A decision of the general meeting of the shareholders of the Company, which affects the rights of the shareholders of

a specified Sub-Fund and/or class of shares compared to the rights of the shareholders of another Sub-Fund(s) and/or
class of shares, will be submitted to the approval of the shareholders of this(these) Sub-Fund(s) and/or class(es) of shares
in accordance with Article 68 of the 1915 Law.

If all shareholders are present or represented and consider themselves as being duly convened and informed of the

agenda, the general meeting may take place without notice of meeting.».

13. Amendment of Article 15 of the Articles, so as to read as follows:

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« Art. 15. Convening General Meetings. Shareholders shall meet upon call by the board of directors. A notice setting

forth the agenda shall be sent to all registered shareholders by registered mail, at least eight days before the meeting, at
the address indicated in the register of shareholders.

It may also be called upon the request of shareholders representing at least one tenth of the share capital.
The giving of such notice to registered shareholders need not be justified to the meeting. The agenda shall be prepared

by the board of directors except in the instance where the meeting is called on the written demand of the shareholders
in which instance the board of directors may prepare a supplementary agenda.

Shareholders representing at least one tenth of the share capital may request the adjunction of one or several items

to the agenda of any general meeting of shareholders. Such a request must be sent to the registered office of the Company
by registered mail five days at the latest before the relevant meeting.».

14. Amendment of Article 16 of the Articles, so as to read as follows:
« Art. 16. Administration. The Company shall be administered by a board of directors composed of at least three

members. The members of the board of directors are not required to be shareholders of the Company. However, if the
Company is incorporated by one single shareholder or if it is noted at a shareholders' meeting that all the shares issued
by the Company are held by one single shareholder, the Company may be managed by one single director until the first
annual shareholders' meeting following the moment where the Company has noted that its shares are held by more than
one shareholder.».

15. Addition of a new paragraph at the end of Article 17 of the Articles, so as to read as follows:
«Directors proposed for election listed in the agenda of the general meeting of shareholders shall be elected by the

simple majority of the validly cast votes. Any candidate for director not proposed in the agenda of the meeting shall be
elected only by vote of the majority of the shares outstanding.».

16. Amendment of Article 19 of the Articles, so as to read as follows:
« Art. 19. Meetings and resolutions of the Board of Directors. The board of directors shall meet upon call by the

chairman or by two directors at the address indicated in the convening notice. The chairman of the board of directors
shall preside all the general meetings of shareholders and the meetings of the board of directors, but in his absence, the
general meeting or the board of directors may appoint, with a majority vote, another director, and in case of a meeting
of shareholders, if there are no directors present, any other person, to take over the chairmanship of these meetings of
shareholders or of the board of directors.

If necessary, the board of directors shall appoint officers and deputies of the Company, including a general manager,

possibly several assistant general officers, assistant secretaries and other officers, officers and deputies whose functions
shall be deemed necessary to carry out the Company's business. The board of directors may revoke such appointments
at any time. The managers and deputies are not required to be directors or shareholders of the Company. Unless
otherwise provided in the Articles of Incorporation, the officers and deputies appointed shall have the power and tasks
allotted to them by the board of directors.

Written notice of any meeting of the board of directors shall be given to all directors at least twenty-four hours before

the time provided for the meeting, except in case of emergency, in which case the nature and grounds of such emergency
shall be indicated in the notice of meeting. This notice of the meeting may be omitted subject to the consent of each
director to be sent in writing, or by cable, telegram, telex or telefax.

A special notice of the meeting shall not be required for a meeting of the board of directors to be held at a time and

an address determined in a resolution previously adopted by the board of directors.

Any director may participate in a meeting of the board of directors by conference call or similar means of communi-

cations equipment whereby all persons participating in the meeting can hear each other, and participating in a meeting
by such means shall constitute presence in person at such meeting.

All directors may participate in any meeting of the board of directors by appointing in writing or by cable, telegram,

telex or telefax, another director as his proxy. A director may represent several of his colleagues.

The directors may not bind the Company with their individual signatures, unless they are expressly authorized by a

resolution of the board of directors.

The board of directors may only deliberate and act validly if at least half of the members of the board of directors, or

any other number of directors that the board of directors may determine are present or represented at the meeting.
Unless otherwise provided by law or herein, resolutions of the board of directors are passed by a simple majority of the
expressed votes which for the avoidance of doubt shall not include abstention, nil vote and blank ballot paper.

The resolutions signed by all the members of the board of directors shall be as valid and enforceable as those taken

during a regularly convened and held meeting. These signatures may be appended on a single document or on several
copies of a same resolution and may be evidenced by letters, cables, telegrams, telexes, telefaxes or similar means.

The board of directors may delegate its powers pertaining to the daily management and the execution of transactions

in order to achieve the Company's objective and pursue the general purpose of its management, to individuals or com-
panies that are not required to be members of the board of directors.».

17. Amendment of Article 21 of the Articles, so as to read as follows:

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« Art. 21. Company commitments towards third parties. Vis-à-vis third parties, the Company is validly bound by the

joint signature of any two directors, by the joint signature of any officers of the Company or by the joint signatures of a
director and an officer of the Company or of any person(s) to whom authority has been delegated by the board of
directors.».

18. Amendment of Article 23 of the Articles, so as to read as follows:
« Art. 23. Conflict of Interest. No contract or transaction that the Company may enter into with other companies or

firms may be affected or invalidated by the fact that one or several of the company's directors, officers, managers or
deputies has an interest of whatever nature in another company or firm, or by the fact that he may be a director, partner,
manager, deputy or employee in another company or firm. The Company's director, manager or deputy who is a director,
manager, deputy or employee in a company or firm with which the Company enters into contracts, or with which it has
other business relations, shall not be deprived, on these grounds, of his right to deliberate, vote and act in matters relating
to such contract or business.

If a director, manager or deputy has a personal interest in any of the Company's business, such director, manager or

deputy of the Company shall inform the board of directors of this personal interest and he shall not deliberate or take
part in the vote on this matter. This matter and the personal interest of such director, manager or deputy shall be reported
at the next meeting of shareholders. In the event the Company is managed by one single director, transactions accom-
plished by such a director having an interest opposite to the interests of the Company, will be reported in minutes,
provided that they do not relate to the normal day to day management activities of the Company.».

As it is used in the previous sentence, the term «personal interest» shall not apply to the relations or interests, positions

or transactions that may exist in whatever manner with companies or entities that the board of directors shall determine
at its discretion from time to time.».

19. Amendment of Article 27 of the Articles, so as to read as follows:
« Art. 27. Auditor. The accounting data related in the annual report of the Company shall be examined by an auditor

(«réviseur d'entreprises agréé) appointed by the general meeting of shareholders and remunerated by the Company.

The auditor shall fulfil all duties prescribed by the law.».
20. Amendment of Article 30 of the Articles, so as to read as follows:
« Art. 30. Liquidation. In the event of a dissolution of the Company, liquidation shall be carried out by one or several

liquidators (who may be physical persons or legal entities) named by the General Meeting of shareholders effecting such
dissolution and which shall determine their powers and their compensation. The operations of liquidation will be carried
out pursuant to the 1915 Law. At the close of the liquidation period, the unclaimed assets will be deposited with the
Caisse des Consignations to the benefit of the unidentified shareholders.

The net proceeds of liquidation corresponding to each Sub-Fund shall be distributed by the liquidators to the holders

of shares of each Sub-Fund in proportion to their holding in the respective Sub-Fund(s).

If the Company's share capital falls to below two thirds of the minimum capital, the directors must submit the question

of the Company's termination to the General Meeting of shareholders for deliberation with no quorum requirements;
winding up may be pronounced by the shareholders holding simple majority of the validly cast votes, which for the
avoidance of doubt shall not include abstention, nil vote and blank ballot paper.

If the Company's share capital falls to below one quarter of the minimum capital, the directors must submit the question

of the Company's termination to the General Meeting for deliberation with no quorum requirements; winding up may
be pronounced by the shareholders holding one quarter of the validly cast votes, which for the avoidance of doubt shall
not include abstention, nil vote and blank ballot paper.

The meeting must be convened in such a way that the meeting is held within forty days of the date at which it was

ascertained that the net assets fell below two thirds or respectively one quarter of the minimum capital. Moreover, the
Company may be terminated, by resolution of the General Meeting ruling in accordance with the pertinent provisions of
the articles.

The resolutions of the General Meeting or of the court pronouncing the termination and winding-up of the Company

are published in the Memorial and in two newspapers with sufficiently wide circulation, at least one of which must be a
Luxembourg newspaper. These publications are carried out at the discretion of the liquidator(s).

The death or the dissolution of the single shareholder (or any other shareholder) shall not lead to the dissolution of

the Company.».

21. Amendment of Article 31 of the Articles, so as to read as follows:
« Art. 31. Termination and Merger of classes of shares or Sub-Funds.
Termination of classes of shares or Sub-Funds.
The board of directors may decide to close one or more classes of shares or Sub-Funds in the best interests of the

shareholders, if there has been a substantial modification in the political, economic or monetary situation pertinent to a
class of shares or Sub-Fund, which, in the opinion of the board of directors render this decision necessary, or if for any
reason whatsoever, the value of the net assets of a Sub-Fund falls below an amount determined by the board of directors
to be the minimum level for such Sub-Fund or class of shares to be quoted in an economically efficient manner for a

133931

period of at least three consecutive months, and the board of directors determines that the interest of the shareholders
of that same class of shares or Sub-Fund demand such action to be taken.

Unless otherwise decided by the board of directors, the Company may continue to redeem shares of the class of

shares or Sub-Fund to be liquidated until the decision to liquidate has been made.

The Company shall base these redemptions on the net asset value taking into account anticipated liquidation expenses,

but without deduction of any redemption fee or any other fee.

The launch expenses that are due must be amortised as soon as the decision to liquidate is adopted.
The amounts that have not been claimed by the shareholders or their beneficiaries at the close of liquidation of the

class of shares or Sub-Fund shall be held by the custodian bank for a period not exceeding 6 months as of such date. After
this period, the assets shall be deposited with the Caisse de Consignations in Luxembourg.

Liquidation by contribution to another Sub-Fund within the Company or to another undertaking for collective invest-

ment established under Luxembourg law.

A termination contemplated above may, if approved by the board of directors be combined with a contribution to

one or several Sub-Fund(s) within the Company or to one or several other Sub-Fund(s) of another undertaking for
collective investment established under Part II of the Luxembourg law of 20 December 2002 relating to undertakings for
collective investment or under the 2007 Law, in the best interests of the shareholders.

For a minimum period of one month from the date of publication of the decision to contribute, the shareholder(s) of

the relevant Sub-Fund(s) may request the redemption of their shares without the levy of a redemption fee, even when
the redemptions of shares are restricted or closed.

At the expiry of this period, the decision to contribute will bind all the shareholders who have not exhausted their

rights of redemption, provided that where the undertaking for collective investment that will receive the contribution is
a mutual fund (fonds commun de placement) the decision to contribute will only be binding on shareholders who have
agreed to make a contribution.

All relevant decisions of the board of directors shall be sent to all shareholders by mail, at the address indicated in the

Liquidation by contribution to a foreign undertaking for collective investment.
A Sub-Fund may exclusively be contributed to a foreign undertaking for collective investment with unanimous approval

of the shareholders of the relevant Sub-Fund or under the condition that only the assets of the consenting shareholders
shall be so contributed.

All relevant decisions of the board of directors shall be sent to all registered shareholders by mail, at the address

indicated in the register of shareholders.

The shareholders of the Sub-Fund that is to be merged or terminated shall be given the opportunity to redeem their

shares free of charge for a period of one month commencing from the date on which they were be informed of the
decision of merge or terminate the Sub-Fund. Upon expiry of this period, the merger or termination arrangements will
bind all the shareholders who have not exercised this option to redeem.».

22. Amendment of Article 34 of the Articles, so as to read as follows:
« Art. 34. General provisions. For all matters that are not governed by these Articles of Incorporation, the parties

shall refer to the provisions of the 1915 Law and to the 2007 Law as such laws have been or may be amended from time
to time.».

II. Additional minor changes:
Approval of all other minor amendments, including any format and stylistic changes, as duly reflected in the draft articles

of incorporation.

III. 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 represented
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.

C. That the quorum required is at least fifty per cent of the issued share capital of the Company and the resolution

on each item of the agenda has to be passed by the affirmative vote of at least two-thirds of the votes casts at the meeting.

D. 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 12 October 2007.

E. That it appears from the attendance list that out of 1,609,690 shares of the Company in issue, 1,038,415 shares are

present or represented.

The Chairman informs the meeting that the quorum of shareholders, as required by law, is present or represented at

the present meeting. Then the extraordinary general meeting of shareholders, after deliberation, took unanimously the
following resolutions:

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First resolution

The meeting decides to approve the following modifications of the Articles:
1. Amendment of Article 1, so as to read as follows:
« Art. 1. Name. Among the subscribers and all those who shall become shareholders there exists a company in the

2. Amendment of Article 3, so as to read as follows:
« Art. 3. Purpose. The Company may take any steps and carry out any transactions that it deems useful for the

achievement and development of its purpose to the full extent allowed by the law dated 13 February 2007 relating to
specialised investment funds (the «2007 Law»).»

In the case that a breach of investment restrictions occurs at the Sub-Fund level of the Company when such Sub-Fund

3.Amendment of Article 4 of the Articles, so as to read as follows:
« Art. 4. Registered Office. The registered office is established in the commune of Niederanven, Grand Duchy of

If the board of directors deems that extraordinary events of a political or military nature, likely to jeopardize normal

4. Amendment of Article 5 of the Articles, so as to read as follows:
« Art. 5. Capital and Classes of Shares. The capital of the Company shall be represented by shares of no par value and,

at any time, be equal to the net assets of the Company as defined herein and in Article 9 of these Articles of Incorporation.

The minimum capital of the Company shall be the equivalent in US Dollars to one million two hundred and fifty thousand

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

The shares to be issued pursuant to Article 9 hereof may, as the board of directors shall determine, be of different

classes. The proceeds of the issue of each class of shares shall be invested pursuant to the investment policy determined
by the board of directors for the Sub-Fund (as defined hereinafter) established in respect of the relevant class or classes
of shares, subject to the investment restrictions provided by law or determined by the board of directors.

The board of directors shall establish a portfolio of assets constituting a Sub-Fund for each class of shares within the

The board of directors may create each 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, prorogue the duration of the relevant Sub-Fund once
or several times. At the expiry of the duration of a Sub-Fund, the Company shall redeem all the shares in the relevant
class(es) of shares, in accordance with Article 8 below, notwithstanding the provisions of Article 24 below. In respect of
the relationships between the shareholders, each Sub-Fund is treated as a separate entity.

At each prorogation of a Sub-Fund, the registered shareholders shall be duly notified in writing, by a notice sent to

For the purpose of determining the capital of the Company, the net assets attributable to each class of shares shall, if

not expressed in United States Dollars, be converted into United States Dollars and the capital shall be the total of the
net assets of all the classes of shares.».

5. Amendment of Article 6 of the Articles, so as to read as follows:
« Art. 6. Variations in capital. The amount of capital shall be equal to the value of the Company's net assets. It may

also be increased as a result of the Company issuing new shares and reduced following redemption of shares by the
Company at the request of shareholders.

The board of directors may indeed reduce the capital of the Company by cancellation of the shares of any Sub-Fund

and/or class of shares and refund to the shareholders of such Sub-Fund and/or class of shares, the full value of the shares
of such Sub-Fund and/or class of shares.».

133933