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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° 104

15 janvier 2010

SOMMAIRE

AIGGRE Helsinki Sàrl . . . . . . . . . . . . . . . . . .

4991

AIGGRE Opus Holding Sàrl . . . . . . . . . . . . .

4991

Alliance & Compliance Group S.àr.l. . . . . .

4987

Amundi Funds . . . . . . . . . . . . . . . . . . . . . . . . .

4972

Amundi RE Property FCP-FIS . . . . . . . . . . .

4946

B2B Capital S.A. . . . . . . . . . . . . . . . . . . . . . . .

4984

Barbacane Charter S.A. . . . . . . . . . . . . . . . .

4990

Beim Weissenkreuz S.A. . . . . . . . . . . . . . . . .

4986

Caam Funds . . . . . . . . . . . . . . . . . . . . . . . . . . .

4972

Celliers des Grands Crûs . . . . . . . . . . . . . . . .

4985

Conseil et Gestion de Restaurants et Hô-

tels s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4990

Conseil et Gestion de Restaurants et Hô-

tels s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4989

Dicar S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

4991

Don Quijote II Santina Pacio S.à r.l. . . . . .

4984

Duara SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4990

Foncière de Seine S.A. . . . . . . . . . . . . . . . . . .

4992

G. Investments S.A. . . . . . . . . . . . . . . . . . . . .

4991

Hairkiller Europe S.à r.l. . . . . . . . . . . . . . . . .

4985

Heden S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4989

High Tide CDO I S.A. . . . . . . . . . . . . . . . . . .

4992

Holm Trading Holding S.A. . . . . . . . . . . . . .

4985

Immolodans S.A. . . . . . . . . . . . . . . . . . . . . . . .

4988

JL Capital Growth SICAV-SIF . . . . . . . . . . .

4946

JL Fund of Funds SICAV-SIF . . . . . . . . . . . .

4980

JMF Compunication Group . . . . . . . . . . . . .

4987

Kreios s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

4987

Kreios s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

4988

Lux Forst Neises S.à r.l. . . . . . . . . . . . . . . . . .

4988

Markant-Lux S.A. . . . . . . . . . . . . . . . . . . . . . .

4984

MESA Consulting S.à r.l. . . . . . . . . . . . . . . . .

4984

MESA Consulting S.à r.l. . . . . . . . . . . . . . . . .

4984

Navimar Services S.A. . . . . . . . . . . . . . . . . . .

4990

Nelfaig S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

4991

Network Plus Holding S.A. . . . . . . . . . . . . . .

4988

Network Plus Holding S.A. . . . . . . . . . . . . . .

4988

NIKKO BANK (Luxembourg) S.A. . . . . . . .

4969

Nouvelle Hostellerie de Reichlange S.à r.l.

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

4989

Nouvelle Hostellerie de Reichlange S.à r.l.

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

4989

Prelor S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4980

Rifkolux GmbH . . . . . . . . . . . . . . . . . . . . . . . .

4989

s.m.es - consulting S.à r.l. . . . . . . . . . . . . . . .

4985

SR-Autoglas S.à r.l. . . . . . . . . . . . . . . . . . . . . .

4985

SSCP Security S.à r.l. . . . . . . . . . . . . . . . . . . .

4992

Steinfort Capital Growth SICAV-SIF . . . . .

4957

The Ticketing Group S.A. . . . . . . . . . . . . . . .

4992

The Ticketing Group S.A. . . . . . . . . . . . . . . .

4992

Vymer S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4990

4945

Amundi RE Property FCP-FIS, Fonds Commun de Placement - Fonds d'Investissement Spécialisé.

The amendment agreement to the management regulations with respect to the common fund Amundi RE Property

FCP-FIS (formerly SGAM AI Property FCP-FIS) has been filed with the Luxembourg Trade and Companies Register.

La modification du règlement de gestion concernant le fonds commun de placement Amundi RE Property FCP-FIS

(anciennement SGAM AI Property FCP-FIS) a été déposée au Registre de Commerce et des Sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

AMUNDI REAL ESTATE LUXEMBOURG S.A.
Un mandataire
Signature

Référence de publication: 2010004190/13.
(100001019) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 janvier 2010.

JL Capital Growth SICAV-SIF, Société Anonyme sous la forme d'une SICAV - Fonds d'Investissement

Spécialisé.

Siège social: L-1952 Luxembourg, 1-7, rue Nina et Julien Lefèvre.

R.C.S. Luxembourg B 133.175.

In the year two thousand and nine, on the tenth day of December.
Before the undersigned Maître Marc LECUIT, civil law notary residing in Mersch.
Was held ah Extraordinary General Meeting of shareholders respectively of their proxyholders of "JL CAPITAL

GROWTH SICAV-SIF", a société anonyme, having its registered office in L-1952 Luxembourg, 1, rue Nina et Julien Lefèvre.

The company "JL CAPITAL GROWTH SICAV-SIF" was incorporated by a notarial deed of the undersigned notary of

October 26

, 2007, published in the Mémorial, Recueil Spécial C, number 2619, of November 16

2007.

The meeting was opened by John S. MORREY, professionally residing in Steinfort being in the chair.
The meeting elected as scrutineer Lutz KALKOFEN, professionally residing in Steinfort.
The board of the meeting having thus been constituted, the chairperson lists on an attendance list the present or

represented shareholders and verifies the proxies of the represented shareholders.

The said attendance list, together with the "ne varietur" signed proxies of the represented shareholders, will remain

attached to the present deed.

The chairperson then declared and requested the notary to state that:
I. The agenda of the meeting is the following:
1) Modification of article 22, paragraph 4 of the articles of incorporation which will further on read as follows:
"Die jährliche Generalversammlung wird im Einklang mit den Bestimmungen des Luxemburger Rechts im Großher-

zogtum Luxemburg an einem in der Einladung angegebenen Ort und Zeitpunkt am dritten Mittwoch des Monats Februar
abgehalten".

2) Addition of an English translation of the articles of incorporation and decision that in the case of discrepancies

between the English and the German text, the English version will be binding.

II. As appears from the said attendance list, all the shares in circulation are present or represented at the present

general meeting, so that the meeting can, without formal notification, validly decide on all the items of the agenda.

After the foregoing has been approved by the meeting, the meeting after deliberation unanimously took the following

resolutions:

First resolution

Article 22, paragraph 4 of the articles of incorporation will further on read as follows:
"Die jährliche Generalversammlung wird im Einklang mit den Bestimmungen des Luxemburger Rechts im Großher-

zogtum Luxemburg an einem in der Einladung angegebenen Ort und Zeitpunkt am dritten Mittwoch des Monats Februar
abgehalten".

Second resolution

An English translation of the articles of incorporation is added and in the case of discrepancies between the English

and the German text, the English version will be binding:

"First Section. Name, Registered office, Duration and Object of the Company

Art. 1. Name. As between the undersigned and all those who shall become owners of the shares issued below, a société

anonyme [public limited company] is formed in the form of an investment company with variable capital {"société d'in-
vestissement a capital variable") under the name "JL Capital Growth SICAV-SIF" ("the Company").

4946

Art. 2. Registered office. The Company's registered office is located in Luxembourg, Grand Duchy of Luxembourg.

Branches, subsidiaries or other offices may be established in or outside the Grand Duchy of Luxembourg by resolution
of the Board of Directors (however, in no event in the United States of America, its territories or possessions).

In the event that the Board of Directors should find that extraordinary events of a political or warlike nature liable to

jeopardise the normal course of the Company's business at its registered office or communication with persons abroad
have occurred or are imminent, the registered office may be provisionally transferred abroad until the situation has
completely returned to normal; such provisional measures shall have no effect on the nationality of the Company; the
Company shall remain a Luxembourg company.

Art. 3. Duration. The Company is formed for an unlimited duration.

Art. 4. Object of the Company.
1. The sole object of the Company is the investment of the Company's assets in securities and other statutorily

permissible assets and the use of derivatives and other statutorily permissible techniques and instruments in accordance
with the principle of risk spreading with the aim of having the earnings arising out of the management of the Company's
assets accrue to the shareholders.

2. The Company may take any measure and carry out any transaction which it considers useful for the purpose of the

fulfilment and execution of this object in the broadest sense in accordance with the Law of 13 February 2007 relating to
specialised investment funds ("the Law of 13 February 2007") in conjunction with the provisions of the Law of 20 De-
cember 2002 on collective investment undertakings ("the Law of 20 December 2002").

Second Section. Company's assets, Shares, Share value

Art. 5. Company's assets, Classes of shares.
1. The Company's capital shall be represented by fully paid-up shares of no nominal value and shall at all times cor-

respond to the total net assets of the Company in accordance with Article 11 of these Articles of Association.

2. The Company's assets shall be FORTY-FOUR THOUSAND FOUR HUNDRED AND FORTY-SEVEN DOLLARS

AND EIGHTY-TWO CENTS (44,447.82 USD). The foundation capital shall amount to the countervalue in USD of thirty-
one thousand Euro (EUR 31,000) and shall be divided into three hundred and ten (310) fully paid-up shares without
nominal value.

3. The minimum capital must amount to the countervalue in USD of one million two hundred and fifty thousand Euro

(EUR 1,250,000). The minimum capital must be attained within twelve months of the date on which the Company is
admitted as a Collective Investment Undertaking under Luxembourg law in accordance with Article 42 of the Law of 13
February 2007.

4. The shares which the Company issues in accordance with Article 7 of these Articles of Association may be issued

in the form of several classes of shares by resolution of the Board of Directors. These shall differ in particular in terms
of their differing fee structures or differing distribution policy.

Art. 6. Shares.
1. The Board of Directors shall decide whether the Company shall issue bearer and/or registered shares. In so far as

bearer share certificates are issued, they shall be issued in such denominations as the Board of Directors shall determine.

All issued registered shares in the Company shall be registered in the register of shareholders which will be kept at

the Company or at one or more persons appointed for that purpose by the Company and that register shall contain the
name of every holder of registered shares, his permanent or selected residence, in accordance with the details provided
to the Company, the number of registered shares held by him and the amount paid on fractions of shares.

The entry of the name of the shareholder in the register of shareholders shall serve as proof of the shareholder's

entitlement to such registered shares. The Company shall resolve whether a certificate of such entry should be issued
to the shareholder or whether the shareholder is to obtain written confirmation of his share holding.

In so far as bearer shares are issued, registered shares may be converted into bearer shares and bearer shares into

registered shares on application from the shareholder. A conversion of registered shares into bearer shares shall be
effected by declaring void any certificates issued in respect of the registered shares after confirming that the conversion
is not effected in favour of an Excluded Person (as defined in Article 10 below) and issuing one or more bearer certificates
to replace the registered share certificates declared invalid; the process shall be recorded in the register of shareholders
to evidence this declaration of invalidity. The conversion of bearer shares into registered shares shall be effected by
declaring void the share certificates relating to the bearer shares and, where appropriate, by issuing share certificates for
registered shares in their place; as evidence of this issue, an entry shall be made in the register of shareholders. At the
discretion of the Board of Directors, the costs of such conversion may be charged to the applicant shareholder.

Before issuing bearer shares and before converting registered shares into bearer shares, the Company may require

proof to the satisfaction of the Board of Directors that the issue or conversion does not result in such shares being held
by an Excluded Person (as defined in Article 10 below).

Share certificates shall be signed by two members of the Board of Directors. The signatures may be handwritten,

printed or in the form of a facsimile. One of those signatures may be made by a person duly authorised to that effect by

4947

the Board of Directors; in such case, it must be handwritten. The Company may issue provisional share certificates in a
form to be decided upon by the Board of Directors.

2. In so far as bearer shares are issued, the transfer of bearer shares shall be effected by handing over the corresponding

share certificates. The transfer of registered shares shall be effected (i) in so far as share certificates are issued by handing
over to the Company the certificate(s) representing the shares, together with other documents sufficiently proving the
transfer to the Company's satisfaction and (ii) in so far as no share certificates are issued by a written declaration of the
transfer, which is to be entered in the register of shareholders and must be dated and signed by the transferor and the
transferee or by persons with corresponding rights of representation. Every transfer of registered shares shall be entered
in the register of shareholders; such entry shall be signed by one or more members of the Board of Directors or senior
management of the Company or by one or more other persons duly empowered to do so by the Board of Directors.

3. Shareholders who are to obtain registered shares must notify to the Company an address to which all communi-

cations and notices may be sent. That address shall also be entered in the register of shareholders.

In so far as an shareholder does not provide an address, the Company may allow a note to that effect to be entered

in the register of shareholders and, in such case, the address of the shareholder shall be at the Company's registered
office or at such other address as will be entered in due course until such time as the shareholder notifies another address
to the Company. A shareholder may at any time alter the address entered in the register of shareholders by notice in
writing to the registered office of the Company or to such other address as the Company may determine in due course.

4. In so far as a shareholder can prove to the Company's satisfaction that his share certificate has been lost, damaged

or destroyed, a duplicate may be issued on application from the shareholder on such terms and subject to the provision
of such guarantees as the Company shall determine; the guarantees may consist in a bond issued by an insurance company
but shall not be confined to this form of guarantee. Upon the issue of the new share certificate, which shall be marked
as a duplicate, the original share certificate, which is replaced by the new one, shall lose its validity.

The Company may declare damaged share certificates invalid and replace them by new certificates.
The Company may, in its discretion, charge the shareholder the costs of producing a duplicate or a new share certificate

and all appropriate outlays borne by the Company in connection with the issue and registration of that certificate or in
connection with declaring the original share certificate invalid.

5. The Company shall recognise only one entitled person per share. In so far as one or more shares are in the joint

ownership of several persons or where the ownership of shares is in dispute, the Company may, at the discretion of the
Board of Directors and on its responsibility, regard one of those persons who claims entitlement to such a share as the
legal representative of that share vis-à-vis the Company.

6. The Company may resolve to issue fractional shares. Such fractional shares shall confer no voting right, but shall

give entitlement pro rata to the net assets attributable to the corresponding class of shares. In the case of bearer shares,
only certificates for whole shares shall be issued.

Art. 7. Issue of shares. The Board of Directors shall be entitled without limitation to issue an unlimited number of fully

paid-up shares at any time without giving the existing shareholders a right of pre-emption in respect of newly issued
shares.

The Board of Directors may subject the frequency of issue of shares of a given share class to restrictions; it may decide

in particular that shares of a given share class shall be issued solely during one or more subscription periods or other
periods in accordance with the provisions set out in the Company's sales documents.

Whenever the Company offers shares for subscription, the issue price of such shares shall correspond to the share

value of the corresponding class of shares in accordance with Article 11 of these Articles of Association on a valuation
day or at the valuation time during a valuation day (in accordance with the definition in Article 12 of these Articles of
Association) as the case may be, as the share price is determined in accordance with the policy as determined from time
to time by the Board of Directors. This price may be increased by such sales commission as the Board of Directors may
approve in due course. The price so determined shall be payable within a time-limit to be determined by the Board of
Directors; that time-limit shall not be more than four working days as from the corresponding valuation day.

The Board of Directors may confer on each of its members, a manager, a senior officer or another duly empowered

representative the power to accept applications for subscription, to receive payments in respect of the price of newly
issued shares and to deliver such shares.

In accordance with the statutory provisions of Luxembourg law, which provide in particular for a mandatory valuation

opinion from an auditor, the Company may issue shares against the delivery of securities, provided that such securities
are consonant with the Company's investment aims, investment policy and investment limitations.

Art. 8. Redemption of shares. Each shareholder may require the Company to redeem all or a part of his shares in

accordance with the provisions and the procedure laid down by the Board of Directors in the sales documents for the
shares and within the limits laid down by the law and these Articles of Association.

The Company shall be entitled, following the prior approval of the Custodian Bank, to effect substantial redemptions

at the asset value valid at the particular time only after corresponding assets of the Company have been sold.

4948

The redemption price per share shall be paid within such time-limit as the Board of Directors shall determine, which

shall not exceed five banking days as from the valuation day, in accordance with the objectives set by the Board of Directors
and provided that any share certificates issued and other documents for the transfer of shares have been received by the
Company, subject to the provisions in accordance with Article 12 of these Articles of Association.

The redemption price shall correspond to the share value of the corresponding class of shares in accordance with

Article 11 of these Articles of Association, less costs and, where applicable, commissions in accordance with the provisions
of the sales documents for the shares. The redemption price may be rounded up or down to the next unit of the
corresponding currency as the Board of Directors shall determine.

In so far as the number or the aggregate net asset value of shares which are held by a shareholder in a class of shares

would fall following the application for redemption under such number or value as the Board of Directors shall determine,
the Company may decide that such application be treated as an application for redemption of the entire share holding of
the shareholder in that class of shares.

Where in addition on a valuation day the applications for redemption in accordance with this article and the applications

lodged for conversion in accordance with Article 9 of these Articles of Association exceed a particular volume as deter-
mined by the Board of Directors in relation to the shares issued within a given class of shares, the Board of Directors
may resolve that part or all of the applications for redemption or conversion shall be suspended for such a period and in
such a way as the Board of Directors considers necessary in the well-understood interest of the Company. On the next
following valuation day or at the next following valuation time during a valuation day as the case may be, those applications
for redemption and conversion shall be processed in priority over other applications.

If the Board of Directors so decides, the Company should be entitled to pay out the redemption price to each sha-

reholder who so agrees in cashless form by allocating to the shareholder out of the portfolio of assets imputed to the
corresponding class(es) of shares, assets at the relevant value (in accordance with the provisions of Article 11) at the
valuation day on which the redemption price is calculated corresponding to the value of the shares to be redeemed. The
nature and kind of the assets to be transferred shall be determined in such case on an appropriate, objective basis without
detracting from the interests of the other shareholders of shares of the relevant class(es) and the valuation used shall be
confirmed by a separate report of the auditor. The costs of such transfer shall be borne by the transferee.

All shares redeemed shall be invalidated.

Art. 9. Conversion of shares. Every shareholder shall be entitled to require that all or a part of his shares of a given

class of shares be converted into shares of another class. Having regard in particular to the frequency, time-limits and
terms of the conversion, the Board of Directors may lay down limitations and it may, in its discretion, make the conversion
dependent upon payment of costs and commissions.

The price for the conversion of shares of one class of shares into shares of another class of shares shall be calculated

on the basis of the share value for the time being of the two classes of shares on the same valuation day or at the same
valuation time during a valuation day, as the case may be.

If the number of the shares held by a shareholder in a class of shares or the aggregate share value of the shares held

by a shareholder in a given class of shares would fall as a result of an application for conversion under such number or
such value as the Board of Directors shall determine, the Company may decide that that application should be dealt with
as an application for the conversion of the whole of the shares held by a shareholder in such class of shares.

Shares which are converted into shares of another class of shares shall be invalidated.

Art. 10. Limitation of the ownership in shares. The Company may restrict the ownership of shares in the Company

on the part of a natural or legal person or company in accordance with the definition adopted by the Board of Directors
if, in the Company's opinion, that ownership could infringe Luxembourg Law (in particular the Law of 13 February 2007)
or another law or if, as a result of this share ownership, the Company would have to reckon with specific tax or other
financial disadvantages (where the legal persons or companies shall be determined by the Board of Directors and defined
in these Articles of Association as "Excluded Persons").

To this effect, the Company may:
A. refuse to issue shares and to register the transfer of shares in so far as this would result in an Excluded Person

having legal or beneficial ownership of those shares;

and
B. require at any time that a person whose name is entered in the register of shareholders or who wishes to enter a

transfer of shares in the register of shareholders makes available to the Company any information, where appropriate
corroborated by statutory declaration, which the Company shall deem necessary in order to be able to determine whether
the beneficial ownership of the shares of such a shareholder remains with an Excluded Person or whether such an entry
would result in an Excluded Person having the beneficial ownership of such shares:

and
C. refuse the exercise of the right to vote by an Excluded Person at General Meetings;
and

4949

D. instruct a shareholder to sell his shares and to prove this sale to the Company within thirty (30) days following the

notice if the Company finds that an Excluded Person, alone or together with other persons, is the beneficial owner of
those shares. If the shareholder fails to comply with this instruction, the Company may compulsorily repurchase all the
shares held by the shareholder in accordance with the procedure described below or arrange for such repurchase:

(1) The Company shall send a second notice ("purchase notice") to the shareholder or the owner of the shares to be

repurchased in accordance with the entry in the register of shareholders; that notice shall designate the shares to be
repurchased, the procedure for calculating the redemption price and the name of the purchaser.

Such notice shall be sent to the shareholder by registered post to his last known address or the address noted in the

Company's books. This shall oblige the aforementioned shareholder to deliver up to the Company the share certificate
or share certificates representing the shares corresponding to the particulars set out in the purchase notice.

Directly after close of trading on the day mentioned in the purchase notice, the shareholder's ownership of the shares

referred to in the purchase notice shall end and, in the event that the shares are registered, the shareholder's name shall
be struck out from the register of shareholders; in the event that the shares are bearer shares, the certificate or certificates
representing the shares shall be invalidated.

(2) The price at which each such share is purchased ("purchase price") shall correspond to an amount based on the

share value per share of the relevant class on a valuation day or at a valuation time during a valuation day as determined
by the Board of Directors for the purpose of the redemption of shares in the Company most recently before the date
of the purchase notice or directly after the receipt of the share certificate(s) relating to the shares listed in that purchase
notice, whichever is the lower of the values, and the determination shall be effected in accordance with the provisions
under Article 8 and the processing fee provided for in the purchase notice shall be deducted.

(3) The purchase price shall be made available to the former owner of such shares in the currency prescribed by the

Board of Directors for the payment of the redemption price of shares of the relevant class of shares and deposited by
the Company with a bank in Luxembourg or elsewhere (in accordance with the particulars in the purchase notice)
following the final determination of the purchase price upon the handing over of the share certificate(s) in accordance
with the designation set out in the purchase notice and any dividend coupons appertaining thereto which have not yet
fallen due. Following the transmission of the purchase notice and in accordance with the aforementioned procedure, the
former shareholder shall have no further claim in connection with such shares or individual shares among those shares
and the former owner shall also have no claim against the Company or the Company's assets in connection with such
shares, with the exception of the right to obtain from that bank the purchase price without interest following the actual
handing over of the share certificate(s), as mentioned above. All earnings from redemptions to which a shareholder is
entitled under the provisions of this paragraph, may no longer be claimed and shall be forfeit in favour of the relevant
class(es) of shares if they are not claimed within a period of five years after the date specified in the purchase notice. The
Board of Directors is empowered at the appropriate time to take all necessary steps in order to implement the repa-
triation of such amounts and to approve corresponding measures with effect for the Company.

(4) The exercise of powers by the Company under this article may in no way be called in question or declared invalid

on the ground that the ownership of shares has been insufficiently proved or on the ground that the actual ownership of
shares did not correspond to the Company's assumptions at the time of the purchase notice, provided that the afore-
mentioned powers were exercised by the Company in good faith.

"Excluded Person" in accordance with the definition understood in this context, shall not cover such persons who -

in connection with the establishment of the Company -subscribe for shares for the duration of their possession of shares
or securities traders who subscribe for shares in the Company in connection with the sale thereof.

Art. 11. Calculation of the share value. The share value per share of each class of shares shall be calculated in the

Company's currency (in accordance with the provision in the sales documents) and expressed as a rule in the currency
of the individual class of shares. It shall be calculated on each valuation day by dividing the net assets of the Company,
that is to say the assets attributable pro rata to such class of shares less the liabilities attributable pro rata to that class
of shares on that valuation day or, as the case may be, at the valuation time on the valuation day, by the number of shares
of the relevant class of shares in circulation, in accordance with the valuation rules described below. The share value may
be rounded up or down to the nearest unit of the relevant currency as the Board of Directors shall determine. If, since
the determination of the share value, significant changes in the price have occurred on the markets on which a substantial
part of the assets attributable to the relevant class of shares is traded or listed, the Company may annul the first valuation
and effect a further valuation in the interest of the shareholders and the Company.

The valuation of the share value of the various classes of shares shall be carried out as follows:
I. The assets of the Company shall consist of:
(1) All cash holdings and bank credit balances including accrued interest;
(2) all bills receivable and due loans evidenced by certificates and outstanding amounts (including the proceeds from

securities sold but not yet delivered);

(3) all types of investment funds, interest-bearing securities, certificates of deposit, debt certificates, subscription rights,

4950

described in (a) below in order to take account of fluctuations in the market value of the securities by way of ex-dividend
or ex-rights trading or similar practices);

(4) Cash and other dividends and distributions which may be claimed by the Company, provided that the Company

has been sufficiently apprised thereof;

(5) accrued interest on interest-bearing assets which are in the ownership of the Company in so far as they are not

incorporated in the principal amount of the corresponding asset or reflected by the principal amount;

(6) foundation costs of the Company which have not been written off, including the costs for the issue and delivery

of shares in the Company;

(7) other assets of every kind and origin including expenditure paid in advance.
The value of these assets shall be determined as follows:
(1) Target fund units are valued at the last redemption price determined and available;
(2) Securities and money-market instruments and options in respect thereof which are listed on a stock exchange are

valued at the last available price;

(3) Securities and money-market instruments and options in respect thereof which are not listed on a stock exchange

but are actively traded on another regulated market are valued at the price, which may not be lower than the bid price
and not higher than the offer price at the time of valuation, that the Company considers is the best possible price at which
the securities or options may be sold;

(4) Futures and options in respect thereof are valued at the last available price on the corresponding stock exchanges

and unrealised profits and losses in relation to the cost price are regarded as claims or liabilities;

(5) In the event that those prices are not in line with general market conditions, the securities in question and likewise

other statutorily permissible assets will be valued at the relevant market value as determined by the Company in good
faith and in accordance with generally recognised valuation rules capable of being checked by auditors;

(6) In the event that call options relating to underlying assets forming part of the Company's assets are sold, those

assets will be valued at the exercise price when the exercise price is attained. If, in the case of sold put options, the
exercise price of the underlying securities/futures contracts is undershot, a yield-reducing provision must be created in
a amount corresponding to the difference between the exercise price and the market value of the underlying securities
or contracts, as the case may be;

(7) accrued interest will be added in the case of interest-bearing securities or money-market instruments;
(8) liquid funds are valued at the nominal value plus interest.
The value of all assets and liabilities which are not expressed in the currency of the Company shall be converted into

that currency at the latest currency rates available from a major bank. If such rates are not available, the currency rate
will be determined in good faith in accordance with the procedure established by the Board of Directors.

The Board of Directors may in its discretion allow other valuation methods to be used where it considers this to be

appropriate in the interest of a more appropriate valuation of an asset of the Company.

II. The liabilities of the Company shall consist of:
(1) all loans, bills payable or notes and claims due;
(2) all interest accrued on loans of the Company (including loan commitment charges);
(3) all costs incurred or payable (including, without being limited thereto, administration costs, management costs,

foundation costs, custodian-bank fees and costs for representatives of the Company);

(4) all known present and future liabilities (including contractual liabilities due on money payments or transfers of

goods, including in addition the amount of unpaid but declared distributions of the Company);

(5) appropriate provisions for future tax payments on the basis of capital and income on the valuation day or at the

valuation time as determined by the Company and any provisions authorised and approved by the Board of Directors
and any other amounts which the Board of Directors considers appropriate in connection with impending liabilities of
the Company;

(6) all other liabilities of the Company, irrespective of their kind and origin, which are shown having regard to generally

recognised accounting principles. In determining the amount of such liabilities, the Company will take account of all costs
to be paid by it, including foundation costs, fees to fund managers and investment advisors, accounting fees, fees to the
Custodian Bank and its correspondent banks and to the domiciliary, administrative, register and transfer agent, fees to
the competent centre for stock-exchanging listing, fees to paying agents and distribution agents and other permanent
representatives in connection with the registration of the Company, fees for all other representatives commissioned by
the Company, remunerations for the members of the Board of Directors and their appropriate expenses, insurance
premiums, travel costs in connection with the meetings of the Board of Directors, fees and costs for legal advice and
auditing, fees in connection with the registration and maintenance of the registration of the Company with government
offices or stock exchanges in and outside the Grand Duchy of Luxembourg, reporting costs, publication costs, including
the costs of preparing, printing, notification and distribution of sales prospectuses, advertising material, periodical reports
or notices in connection with registration, the costs of all reports to the shareholders, taxes, fees, public or similar charges,
all other costs in connection with the business activity, including the costs for the purchase and sale of assets, interest,

4951

bank charges and brokerage, costs for post, telephone and telex. The Company may calculate administrative and other
expenditure of a regular or recurring nature on an estimated accrual basis annually or for other periods of time.

III. The assets are to be imputed as follows:
(a) In the event that several classes of shares are issued, the assets imputable to these classes of shares shall be invested

jointly and the Board of Directors may define classes of shares in order (i) to reflect a particular distribution policy,
differing in terms of the entitlement or non-entitlement to distributions and/or (ii) a particular structure of sales and
redemption commission and/or (iii) a particular fee structure with regard to the administration or investment advice and/
or (iv) a particular imputation of service fees for distributions, shareholder services or other fees and/or (v) differing
currencies or currency units in which the relevant class of shares is to be denominated and which is calculated having
regard to the exchange rate in relation to the Company currency and/or (vi) the use of different hedging techniques in
order to hedge assets and earnings, expressed in the currency of the relevant class of shares, against long-term fluctuations
against the Company currency and/or (vii) other characteristics as shall be determined by the Board of Directors from
time to time in accordance with the statutory provisions;

(b) The earnings from the issue of shares of a class of shares shall be imputed to that class of shares in the Company's

books and the relevant amount is intended to increase the share of the Company's net assets, which share is to be imputed
to the class of shares to be issued;

the same class or classes of shares as the asset from which the derivation was made and, upon every revaluation of an
asset, the increase or decrease of its value will be imputed to the corresponding class(es) of shares;

(d) In so far as an asset or a liability of the Company cannot be imputed to a particular class of shares, the asset or

liability in question shall be imputed pro rata to all classes of shares in proportion to their relevant share value or in some
other manner as determined by the Board of Directors in good faith,

(e) Following the payment of distributions to the shareholders of a class of shares, the net asset value of that class of

shares shall be reduced by the amount of the distributions.

All valuation rules and resolutions shall be adopted and interpreted in accordance with generally recognised accounting

rules.

Saving malice, gross negligence or manifest error, each decision taken in connection with the calculation of the share

value by the Board of Directors or by a bank, company or other agent commissioned to calculate the share value by the
Board of Directors shall be final and binding on the Company and present, former and future shareholders.

IV. The following provisions shall apply in conjunction with the rules of this article:
1. Shares in the Company awaiting redemption in accordance with Article 8 of these Articles of Association shall be

treated as existing shares and taken into account until immediately after the time, fixed by the Board of Directors, on
the corresponding valuation day at which the relevant valuation is carried out. From this time onwards until payment of
the redemption price by the Company, there shall exist a corresponding liability on the part of the Company.

2. Shares to be issued shall be treated as issued shares as from the time fixed by the Board of Directors on the relevant

valuation day on which the valuation is carried out. From this time onwards until receipt of the issue price by the Company,
there shall exist a claim in favour of the Company;

3. All investments, cash holdings and other assets expressed in currencies other than the Company currency shall be

valued at the exchange rates ruling on the day and at the time of the calculation of the share value;

4. If, on a valuation day, the Company has committed itself
- to acquiring an asset, the countervalue to be paid for this asset shall be shown as a liability of the Company and the

asset to be acquired shall be shown in the Company's balance sheet as an asset of the Company;

- to selling an asset, the countervalue to be received for this assert shall be shown as a claim of the Company and the

asset to be sold shall not be listed among the Company's assets;

and where the exact value or the kind of the countervalue or asset is unknown on the corresponding valuation day

or at the corresponding valuation time on a valuation day, this value shall be estimated by the Company.

Art. 12. Frequency and Temporary suspension of the calculation of share value, the Issue, the Redemption and the

Conversion of shares. In relation to each class of shares, the share value and the price for the issue, the redemption and
the conversion of shares shall be calculated by the Company or by an agent appointed for this purpose by the Company
regularly, at least, however, twice a month, at a rhythm to be determined by the Board of Directors and the day on which
the calculation is carried out shall be referred to as the "valuation day".

The Company may suspend the determination of the share value of a particular class of shares and the issue and

redemption of shares or the conversion of shares as between different classes of shares:

(a) during a time when a principal market or another market on which a significant part of the Company's assets

imputable to this class of shares is listed or traded is closed on days other than usual holidays or when trading in such
assets is limited or suspended, provided that such limitations or suspensions have an adverse impact on the valuation of
the Company's assets attributable to this class of shares;

4952

(b) in emergencies when, in the estimation of the Board of Directors, it is not possible to dispose over assets or it is

not possible to undertake the valuation of the Company's assets which are imputable to this class of shares;

with the determination of the price or the value of assets of such a class of shares or in connection with the determination
of the price or value of assets on a stock exchange or on another market in connection with the assets imputable to the
class of shares;

(d) in so far as, for exceptional reasons, the prices of assets of the Company imputable to a class of shares cannot be

determined promptly and accurately;

(e) during a time when the Company is not in a position to raise the means necessary to effect payments in respect

of extensive redemptions of shares in the class of shares or during a time when in the opinion of the Board of Directors
the transfer of monies in connection with the sale or purchase of investments or payments due in respect of the re-
demption of shares cannot be carried out at appropriate exchange rates;

(f) from the time of publication of a convening notice of an extraordinary general meeting with a view to winding up

the Company or classes of shares or with a view to merging the Company.

Every suspension in the aforementioned cases shall be published by the Company as far as is necessary and also

communicated to the shareholders who have made an application for the subscription, redemption or conversion of
shares for which the calculation of the share value has been suspended.

Such suspension in connection with a class of shares shall have no effect on the calculation of the share value, the issue,

the redemption or the conversion of shares of another class of shares.

Each application for subscription, redemption or conversion shall be irrevocable, except in cases of the suspension of

the calculation of the share value.

Third Section. Administration and Supervision

Art. 13. Board of Directors. The Company shall be administered by a Board of Directors, which shall consist of at

least three members, who need not be shareholders in the Company. The members of the Board of Directors shall be
elected for a term of a maximum of six years. The Board of Directors shall be elected by the shareholders at the General
Meeting; the General Meeting shall also decide on the number of members of the Board of Directors, their remuneration
and the duration of their term of office.

Members of the Board of Directors shall be elected by a majority of the shares present or represented.
Each member of the Board of Directors may be dismissed or replaced at any time by a resolution of the General

Meeting without any grounds being furnished.

In the event that a position of member of the Board of Directors in office falls vacant, the remaining members of the

Board of Directors shall be entitled to fill the vacancy provisionally; the shareholders shall take a final decision on the
appointment at the next General Meeting.

Art. 14. Meeting of the Board of Directors. The Board of Directors shall appoint a Chairman from within its number.

It may appoint a secretary, who need not be a member of the Board of Directors, to draw up and keep the minutes of
the meetings of the Board of Directors and of the General Meetings. The Board of Directors shall be convened by the
Chairman of the Board of Directors or two Members of the Board of Directors to meet at the place specified in the
notice of meeting.

The Chairman of the Board of Directors shall conduct the meetings of the Board of Directors and the General

Meetings. In the Chairman's absence, the shareholders or the members of the Board of Directors may appoint another
member of the Board of Directors or, in the case of the General Meeting, another person to conduct the meeting.

The Board of Directors may appoint senior officers, including a manager and assistant managers and other employees,

as the Company considers necessary, to implement the management and conduct of the Company. Those appointments
may be terminated at any time by the Board of Directors. The senior officers do not have to be members of the Board
of Directors or shareholders in the Company. Subject to provisions of the Articles of Association providing otherwise,
senior officers shall have the rights and obligations conferred upon them by the Board of Directors.

The members of the Board of Directors shall be convened to each meeting of the Board of Directors at least twenty-

four hours before the relevant date in writing, except in emergencies, where the nature of the emergency shall be specified
in the notice of meeting. Agreement to dispense with such notice may be given in writing, by telegram, telex, fax or other
similar means of communication. An actual notice of meeting shall not be necessary for meetings held at times and places
previously determined in a resolution of the Board of Directors.

Each member of the Board of Directors may cause himself to be represented at a meeting of the Board of Directors

by another member of the Board in writing, by telegram, telex, fax or similar means of communication. One member of
the Board of Directors may represent several of his colleagues.

Each member of the Board of Directors may take part in a meeting of the Board of Directors by telephone conference

call or similar means of communication enabling all participants in the meeting to hear one another and such participation
shall be equivalent to personal participation in that meeting.

4953

The Board of Directors may only act at duly convened meetings of the Board. The members of the Board of Directors

may not bind the Company by individual signatures, except in the case of an express power to this effect conferred by a
resolution of the Board of Directors.

The Board of Directors may resolve or act validly only when at least the majority of the members of the Board or

such other quorum as is fixed by the Board of Directors is present or represented.

Resolutions of the Board of Directors shall be recorded in the minutes and the minutes shall be signed by the chairman

of the meeting of the Board. Extracts from such minutes which are produced for evidential purposes in judicial or other
proceedings, shall be duly signed by the Chairman of the meeting of the Board of Directors or two members of the Board.

Resolutions shall be adopted by a majority of the members of the Board of Directors present or represented. In the

event of a tied vote, the Chairman of the meeting of the Board of Directors shall have a casting vote.

Written resolutions adopted under the circular procedure which are approved and signed by all members of the Board

of Directors shall be equivalent to resolutions adopted at meetings of the Board of Directors; each member of the Board
of Directors may approve such resolutions in writing, by telegram, telex, fax or similar means of communication. Such
approval shall be confirmed in writing and all the documents together shall constitute the minutes proving the adoption
of the resolution.

Art. 15. Powers of the Board of Directors. The Board of Directors shall have the extensive power to carry out all

acts of disposal and administration within the framework of the Company's object and in accordance with the investment
policy under Article 18 of these Articles of Association.

All powers which are not expressly reserved to the General Meeting by law or the present Articles of Association

shall be within the competence of the Board of Directors.

Art. 16. Power of signature. Vis-à-vis third parties, the Company shall be validly bound by the joint signatures of two

members of the Board of Directors or by the joint or individual signature of persons empowered to sign by the Board
of Directors.

Art. 17. Delegation of powers. The Board of Directors may delegate its powers with regard to day-to-day management

of the Company (including the power to act as authorised signatory for the Company) and its powers to carry out acts
within the framework of the business policy and the corporate object to one or more natural or legal persons, who need
not be members of the Board of Directors and who shall have such powers as the Board of Directors may determine
and may delegate those powers further subject to the approval of the Board of Directors.

As to be described in detail in the sales documents relating to shares in the Company, the Company may conclude a

framework contract for investment advice with a company ("investment advisor") to make recommendations to the
Company and advise it on the Company's investment policy in accordance with Article 18 of these Articles of Association.
In making its investment decisions, the Company shall not be bound to follow the recommendations of the investment
advisor.

The Board of Directors may also give individual powers of attorney by notarial or privately-signed deeds.

Art. 18. Investment policy and Investment limits. Having regard to the principle of risk spreading, the Board of Directors

may determine (i) the investment policy, (ii) the hedging strategies for particular classes of shares and (iii) the principles
which should be applied in the course of the administration and business activity of the Company, within the investment
limits laid down by the Board of Directors and in accordance with the applicable statutory and supervisory provisions.

The Board of Directors may - in the well understood interest of the Company and in such way as is described in the

sales documents for shares in the Company - resolve that all or part of the Company's assets be managed on a separate
basis together with other assets of other investors, including other Collective Investment Undertakings and/or their sub-
funds.

The Company shall be empowered to use (i) techniques and instruments relating to securities, in which case such

techniques and instruments shall be applied in connection with the efficient administration of the assets, and (ii) techniques
and instruments to hedge against exchange-rate risks in connection with the administration of its assets and liabilities.

Art. 19. Conflict of interests. Contracts and other transactions between the Company and another company or un-

dertaking shall not be adversely affected or invalid on account of the fact that one or more members of the Board of
Directors or employees of the Company have a personal interest in that other company or undertaking or are members
of the Board of Directors, members of the company or senior officers or other employees in that company. Each member
of the Board of Directors and each senior officer of the Company who, as member of the Board of Directors, senior
officer or mere employee of a company or undertaking with which the Company concludes contracts or enters into
other business relations, shall not be prevented by this connection with that other company or undertaking from giving
advice, voting or acting in connection with such a contract or such a business relationship.

In so far as a member of the Board of Directors or a senior officer of the Company has an opposing personal interest

to the interests of the Company in connection with a business transaction of the Company, that member of the Board
of Directors or that senior officer shall notify that opposing personal interest to the Board and not take part in delibe-
rations or votes in connection with that business transaction and that business transaction shall be reported to the next
following General Meeting together with the personal interest of the member of the Board of Directors or senior officer.

4954

"Opposing interest" within the meaning of the above provisions shall not mean a connection with a matter, position

or business transaction covering such particular person, company or undertaking as the Board of Directors shall determine
at its discretion from time to time.

Art. 20. Remuneration of the Board of Directors. The remuneration for members of the Board of Directors shall be

determined by the General Meeting of shareholders. It shall also cover expenditure and other costs which the members
of the Board of Directors incur in the exercise of their activity, including any costs for legal proceedings, unless such
proceedings were occasioned by the intentional or grossly negligent conduct of the member of the Board of Directors
concerned.

Art. 21. Auditor. The accounts data in the Company's Annual Report shall be audited by an auditor {réviseur d'en-

treprise agréé), who shall be appointed by the General Meeting and paid by the Company.

The auditor shall fulfil all obligations within the meaning of the Law of 20 December 2002.

Fourth Section. General Meeting - Financial year - Distributions

Art. 22. General Meeting. The General Meeting shall represent the totality of the shareholders in the Company. Its

resolutions shall be binding on all shareholders, irrespective of the class of shares which they hold. It shall have the
extensive power to order, execute or approve acts in connection with the business activity of the Company.

The General Meeting shall be convened by the Board of Directors.
It may also meet at the request of shareholders representing at least one-fifth of the assets of the Company.
The annual General Meeting shall be held in accordance with the provisions of Luxembourg law in the Grand Duchy

of Luxembourg on the third Wednesday in the month of February at such place and time as shall be specified in the notice
of meeting.

If this day is a statutory holiday or a bank holiday in Luxembourg, the annual General Meeting shall be held on the next

following banking day.

Other General Meetings may be held at such places and at such times as are specified in the notice of meeting.
The shareholders shall meet upon notice of meeting from the Board of Directors, which shall contain the agenda and

must be sent out at least eight days before the General Meeting to each holder of registered shares to his address entered
in the register of shareholders. Communication to holders of registered shares must not be proved at the meeting. The
agenda shall be prepared by the Board of Directors, except in those cases in which the meeting is convened upon written
request by the shareholders, in which case the Board of Directors may prepare an additional agenda.

In so far as bearer shares have been issued, the notice of meeting shall also be published in accordance with the statutory

provisions in the Mémorial "Recueil des Sociétés et Associations", in one or more Luxembourg newspapers and in such
other newspapers as the Board of Directors shall determine.

In the event that all shares are issued as registered shares and in the event that no publications are made, the notice

of meeting to shareholders may be given exclusively by registered post.

In so far as all shareholders are present or represented and consider themselves to have been duly convened and

apprised of the agenda, the General Meeting may take place without written notice of meeting.

The Board of Directors may fix all other conditions which shareholders must satisfy in order to participate in a General

Meeting.

A General Meeting will deal only with such matters as are set out in the agenda (the agenda shall contain all matters

as are required by law) and matters appertaining to such matters.

Each share shall carry an entitlement, irrespective of the class of shares, to one vote in accordance with the provisions

of Luxembourg law and these Articles of Association. A shareholder may be represented at each General Meeting by
giving a written proxy to another person, who does not have to be a shareholder and may be a member of the Board of
Directors.

Subject to contrary provisions stipulated by law or these Articles of Association, resolutions shall be adopted at the

General Meeting by a simple majority of the shareholders present or represented.

Art. 23. General Meetings of shareholders of a class of shares. The shareholders of a class of shares may at any time

hold General Meetings concerning all questions affecting that class of shares.

The provisions of Article 22, paragraphs 2, 3, 7, 8, 9, 10 and 11, shall be applicable mutatis mutandis to such General

Meetings.

Each share shall carry an entitlement to one vote in accordance with the provisions of Luxembourg law and these

Articles of Association. Shareholders may act in person or cause themselves to be represented by giving a proxy to
another person, who does not have to be a shareholder and may be a member of the Board of Directors.

Subject to contrary provisions stipulated by law or these Articles of Association, resolutions shall be adopted at a

General Meeting of shareholders of a class of shares by a simple majority of the shareholders present or represented.

Art. 24. Financial year. The Company's financial year shall end on the last trading day of December each year.

4955

Art. 25. Distributions. The General Meeting of a class of shares shall decide, at the proposal of the Board of Directors

and within the statutory limits, how the earnings arising out of this class of shares is to be employed; it may at the proper
time declare distributions or empower the Board of Directors to do so.

The Board of Directors may resolve to pay interim distributions in accordance with the statutory provisions on any

class of shares carrying an entitlement to distributions.

The payment of distributions to the holders of registered shares shall be made to the addresses noted in the register

of shareholders. The payment of distributions to holders of bearer shares shall be made against presentation of the
dividend coupon to the agents designated for that purpose by the Company.

Distributions may be paid out in such currency, at such time and at such place as the Board of Directors shall determine

at a given time.

The Board of Directors may resolve to pay cashless distributions instead of cash distributions in compliance with such

terms and conditions as the Board of Directors shall determine.

Any distribution which is not claimed within five years after its declaration shall be forfeit in favour of the class(es) of

shares concerned.

No interest payments shall be made on distributions declared by the Company and held at the disposal of those entitled

thereto.

Fifth Section. Final provisions

Art. 26. Custodian Bank. To the extent required by the law, the Company shall conclude a Custodian Bank agreement

with a bank within the meaning of the Law of 5 April 1993 on the financial sector (Financial Sector Law) ("Custodian
Bank").

The Custodian Bank shall fulfil the obligations and accept the responsibility provided for in Article 16 et seq. of the

Law of 13 February 2007 in conjunction with the provisions of the Law of 20 December 2002.

In so far as the Custodian Bank should wish to withdraw from its position, the Board of Directors shall endeavour to

find a successor Custodian Bank within two months following the date on which the termination of the Custodian Bank
appointment becomes effective. The Board of Directors may retract the appointment of the Custodian Bank, but it cannot
dismiss the Custodian Bank as long as no successor Custodian Bank has been appointed.

Art. 27. Dissolution of the Company. The Company may be dissolved at any time by resolution of the General Meeting

subject to the requirements as to quorum and majority laid down in Article 30 of these Articles of Association.

In so far as the Company's assets fall below two-thirds of the Company's minimum assets within the meaning of Article

5 of these Articles of Association, the question of the dissolution of the Company will be placed before the General
Meeting by the Board of Directors. The General Meeting, which may decide without a quorum, shall decide by a simple
majority of the shares represented at the General Meeting.

The question of the dissolution of the Company shall further be placed before the General Meeting in so far as the

Company's assets fall below one-quarter of the Company's minimum assets within the meaning of Article 5 of these
Articles of Association; in that event, the General Meeting shall be held without the requirement for a quorum and the
dissolution may be decided by shareholders holding one-quarter of the shares carrying voting rights represented at the
General Meeting.

The General Meeting must be convened promptly so that it may be held within forty days after the finding that the

Company's net assets have fallen below two-thirds or one-quarter, as the case may be, of the statutory minimum.

Art. 28. Liquidation. Liquidation shall be carried out by one or more liquidators, who may be natural or legal persons

and shall be appointed by the General Meeting, which shall also decide on their powers and their remuneration.

Art. 29. Amendment of the Articles of Association. The Articles of Association may be amended by a General Meeting

satisfying the requirements as to quorum and majority laid down in the Law of 10 August 1915 on Commercial Companies
as subsequently amended and supplemented ("the Law of 10 August 1915").

Art. 30. Terminology. Masculine references in these Articles of Association shall cover the corresponding feminine

references and references to persons or shareholders shall also cover legal persons, bodies or other organised associa-
tions of persons, irrespective as to whether or not they have legal personality.

Art. 31. Applicable law. All questions not covered by these Articles of Association shall be governed by the provisions

of the Law of 10 August 1915 and the Laws of 20 December 2002 and 13 February 2007."

The undersigned notary, who knows English, states that on request of the appearing parties, the present deed is worded

in English, followed by a German version and in case of discrepancies between the English and the German text, the
English version will be binding.

WHEREOF, the present deed was drawn up in Leudelange, on the day named at the beginning of this document.
The document having been read to the persons appearing, they signed together with the notary the present deed.

4956

Follows the German version of the foregoing English text:

Im Jahre zweitausendundneun, am zehnten Dezember.
Vor dem unterzeichneten Notar Marc LECUIT, im Amtssitze in Mersch.
Versammelten sich in außerordentlicher Generalversammlung die Aktionäre beziehungsweise deren Vertreter der

Aktiengesellschaft „JL CAPITAL GROWTH SICAV-SIF", mit Sitz in L-1952 Luxembourg, 1, rue Nina et Julien Lefèvre.

Die Aktiengesellschaft „JL CAPITAL GROWTH SICAV-SIF", wurde gemäß notarieller Urkunde vom 26. Oktober 2007,

veröffentlicht im Memorial, Recueil Special C, Nummer 2619 vom 16. November 2007, gegründet.

Den Vorsitz der Versammlung führt John S. MORREY, beruflich wohnhaft in Steinfort.
Die Versammlung ernennt zum Stimmzähler Lutz KALKOFEN, beruflich wohnhaft in Steinfort.
Der Vorsitzende erstellt die Liste der anwesenden, respektiv vertretenen Aktionäre und prüft die unter Privatschrift

erteilten Vollmachten der vertretenen Aktionäre.

Die Anwesenheitsliste, sowie die von den anwesenden Personen und dem amtierenden Notar unter Hinzufügung des

Zusatzes "ne varietur" unterzeichneten Vollmachten, bleiben der gegenständlichen Urkunde als Anlage beigefügt.

Sodann stellt der Vorsitzende fest und ersucht den amtierenden Notar zu beurkunden:
I. Dass die Tagesordnung folgende Punkte umfasst:
1) Abänderung von Artikel 22, Paragraph 4 der Satzung wie folgt:
"Die jährliche Generalversammlung wird im Einklang mit den Bestimmungen des Luxemburger Rechts im Großher-

zogtum Luxemburg an einem in der Einladung angegebenen Ort und Zeitpunkt am dritten Mittwoch des Monats Februar
abgehalten".

2) Hinzufügung einer englischen Übersetzung der Satzung und Entscheid dass im Falle von Divergenzen zwischen beiden

Versionen die englische Fassung ausschlaggebend sein soll.

II. Dass gemäß vorerwähnter Anwesenheitsliste das gesamte Gesellschaftskapital zu der hier gegenständlichen außer-

ordentlichen Generalversammlung anwesend und rechtsgültig vertreten ist und dass demzufolge die gegenwärtige
außerordentliche Generalversammlung ohne vorherige förmliche Einberufung über die vorliegende Tagesordnung beraten
und beschließen kann.

Sodann stellt die Generalversammlung ihr rechtsgültiges Zustandekommen fest, erklärt sich mit der Ausführung des

Vorsitzenden einverstanden, schreitet zur Tagesordnung über und fasst nach Beratung einstimmig folgende Beschlüsse:

Erster Beschluss

Abänderung von Artikel 22, Paragraph 4 der Satzung wie folgt:
"Die jährliche Generalversammlung wird im Einklang mit den Bestimmungen des Luxemburger Rechts im Großher-

zogtum Luxemburg an einem in der Einladung angegebenen Ort und Zeitpunkt am dritten Mittwoch des Monats Februar
abgehalten".

Zweiter Beschluss

Hinzufügung einer englischen Übersetzung der Satzung und Entscheid dass im Falle von Divergenzen zwischen beiden

Versionen die englische Fassung ausschlaggebend sein soll.

(Siehe kompletten englischen Text in der englischen Version vorliegender Urkunde)

WORÜBER URKUNDE, geschehen und aufgenommen in Leudelange, am Datum wie eingangs erwähnt.
Im Anschluss an die Verlesung des Inhalts der gegenständlichen Urkunde durch den unterzeichnenden Notar, wurde

diese durch die erschienenen Parteien und den unterzeichnenden Notar unterschrieben.

Unterschrift: J.S. MORREY, L. KALKOFEN, M. LECUIT.
Enregistré à Mersch, le 15 décembre 2009. Relation: MER / 2009 / 2402. Reçu soixante-quinze euros 75,00 €

Le Receveur (signé): A. MULLER.

POUR COPIE CONFORME, délivrée aux fins de publication au Mémorial C, Recueil des Sociétés et Associations.

Mersch, le 18 décembre 2009.

Marc LECUIT.

Référence de publication: 2010004192/657.
(090199833) Déposé au registre de commerce et des sociétés de Luxembourg, le 28 décembre 2009.

Steinfort Capital Growth SICAV-SIF, Société Anonyme sous la forme d'une SICAV - Fonds d'Investisse-

ment Spécialisé.

Siège social: L-1952 Luxembourg, 1-7, rue Nina et Julien Lefèvre.

R.C.S. Luxembourg B 133.174.

In the year two thousand and nine, on the tenth day of December.
Before the undersigned Maître Marc LECUIT, civil law notary residing in Mersch.

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Was held an Extraordinary General Meeting of shareholders respectively of their proxyholders of "STEINFORT CA-

PITAL GROWTH SICAV-SIF", a société anonyme, having its registered office in L-1952 Luxembourg, 1, rue Nina et Julien
Lefèvre.

The company "STEINFORT CAPITAL GROWTH SICAV-SIF" was incorporated by a notarial deed of the undersigned

notary of October 26

, 2007, published in the Mémorial, Recueil Spécial C, number 2621, of November 16

2007.

represented shareholders and verifies the proxies of the represented shareholders.

The said attendance list, together with the "ne varietur" signed proxies of the represented shareholders, will remain

attached to the present deed.

zogtum Luxemburg an einem in der Einladung angegebenen Ort und Zeitpunkt am dritten Mittwoch des Monats Februar
abgehalten".

2) Addition of an English translation of the articles of incorporation and decision that in the case of discrepancies

between the English and the German text, the English version will be binding.

II. As appears from the said attendance list, all the shares in circulation are present or represented at the present

general meeting, so that the meeting can, without formal notification, validly decide on all the items of the agenda.

After the foregoing has been approved by the meeting, the meeting after deliberation unanimously took the following

resolutions:

First resolution

Article 22, paragraph 4 of the articles of incorporation will further on read as follows:
"Die jährliche Generalversammlung wird im Einklang mit den Bestimmungen des Luxemburger Rechts im Großher-

zogtum Luxemburg an einem in der Einladung angegebenen Ort und Zeitpunkt am dritten Mittwoch des Monats Februar
abgehalten".

Second resolution

An English translation of the articles of incorporation is added and in the case of discrepancies between the English

and the German text, the English version will be binding:

"First Section. Name, registered office, duration and object of the Company

Art. 1. Name. As between the undersigned and all those who shall become owners of the shares issued below, a société

anonyme [public limited company] is formed in the form of an investment company with variable capital ("société d'in-
vestissement à capital variable") under the name "Steinfort Capital Growth SICAV-SIF" ("the Company").

Art. 2. Registered office. The Company's registered office is located in Luxembourg, Grand Duchy of Luxembourg.

In the event that the Board of Directors should find that extraordinary events of a political or warlike nature liable to

Art. 3. Duration. The Company is formed for an unlimited duration.

Art. 4. Object of the Company.
1. The sole object of the Company is the investment of the Company's assets in securities and other statutorily

2. The Company may take any measure and carry out any transaction which it considers useful for the purpose of the

4958

Second Section. Company's assets, shares, share value

Art. 5. Company's assets, classes of shares.
1. The Company's capital shall be represented by fully paid-up shares of no nominal value and shall at all times cor-