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L
U X E M B O U R G
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° 167
20 janvier 2012
SOMMAIRE
Acacio Promotions SA . . . . . . . . . . . . . . . . .
8007
ACL-Services S.A. . . . . . . . . . . . . . . . . . . . . . .
8009
Aida S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8010
Air Pericom S.A. . . . . . . . . . . . . . . . . . . . . . . .
8010
Air Pericom S.A. . . . . . . . . . . . . . . . . . . . . . . .
8011
Air Pericom S.A. . . . . . . . . . . . . . . . . . . . . . . .
8011
Air Pericom S.A. . . . . . . . . . . . . . . . . . . . . . . .
8010
Air Pericom S.A. . . . . . . . . . . . . . . . . . . . . . . .
8010
Air Pericom S.A. . . . . . . . . . . . . . . . . . . . . . . .
8011
Almalux Group . . . . . . . . . . . . . . . . . . . . . . . .
8016
Ambiance Sun . . . . . . . . . . . . . . . . . . . . . . . . .
8016
AMC Finance S.A. . . . . . . . . . . . . . . . . . . . . . .
8011
AMEVA International S.A. . . . . . . . . . . . . . .
8012
Amsit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8016
Aphrodite S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .
8016
Arcal S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .
8012
Authentic S.àr.l. . . . . . . . . . . . . . . . . . . . . . . . .
8012
BeLux Enterpises Consulting s.à r.l. . . . . . .
8013
Bercopa S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .
8013
Bercopa S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .
8013
Bioptone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8013
BNY Mellon GSS Holdings (Luxembourg)
S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8009
CA.P.EQ. Natexis S.A. . . . . . . . . . . . . . . . . . .
8014
Capital International Fund . . . . . . . . . . . . . .
7970
Capital International Portfolios . . . . . . . . . .
7981
Central European Capital S.à r.l. . . . . . . . .
8010
Checkpoint Assurances S.à r.l. . . . . . . . . . .
8011
Checkpoint Assurances S.à r.l. . . . . . . . . . .
8013
Chez Edouard . . . . . . . . . . . . . . . . . . . . . . . . . .
8014
Chez Edouard . . . . . . . . . . . . . . . . . . . . . . . . . .
8014
Dreadnought Investments Limited S.à r.l.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8014
Henderson Fund SICAV . . . . . . . . . . . . . . . .
7992
PH (SPF) S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .
8007
sul PALCO S.à.r.l. . . . . . . . . . . . . . . . . . . . . . .
8016
Timeless S.àr.l. . . . . . . . . . . . . . . . . . . . . . . . . .
8015
Vazon Investments S.A. . . . . . . . . . . . . . . . .
8015
Vitalux s.àr.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .
8015
Viva H2 S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .
8007
VPS Group S.à r.l. . . . . . . . . . . . . . . . . . . . . . .
8007
VPS Holding S.à r.l. . . . . . . . . . . . . . . . . . . . .
8008
Wallis Properties S.à r.l. . . . . . . . . . . . . . . . .
8008
Washington Investholding S.à r.l. . . . . . . . .
8008
Wasteels Trains de Nuit . . . . . . . . . . . . . . . .
8008
WATERLELIE, Société de Gestion de Pa-
trimoine Familial, SPF . . . . . . . . . . . . . . . . .
8012
Wiesen-Piront Constructions S.A. . . . . . . .
8009
Woodstock by Conrardy Successeurs S.à
r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8009
Worldwide Investors S.A. . . . . . . . . . . . . . . .
8015
Worldwide Investors S.A. . . . . . . . . . . . . . . .
8015
Wynnchurch Capital Investments S.à r.l.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8008
Z Men S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .
8009
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U X E M B O U R G
Capital International Fund, Société d'Investissement à Capital Variable.
Siège social: L-2633 Senningerberg, 6C, route de Trèves.
R.C.S. Luxembourg B 8.833.
In the year two thousand and eleven, on the twenty-first day of December.
Before Us, Maître Henri HELLINCKX, notary residing in Luxembourg, Grand Duchy of Luxembourg.
Was held an extraordinary general meeting of shareholders of Capital International Fund, a Société d'Investissement
à Capital Variable, having its registered office at 6C, Route de Trèves, Senningerberg, Grand Duchy of Luxembourg (the
«Company» or «CIF»), incorporated on 30 December 1969, the articles of incorporation of which (the «Articles of
Incorporation») were published in the Mémorial C, Recueil des Sociétés et Associations (the «Mémorial C»), on March
31, 1970 and registered with the Luxembourg Trade and Companies Register under number B 8833. The Articles of
Incorporation were amended for the last time by deed of Maître Henri Hellinckx of Luxembourg, published in the Mé-
morial C n° 1328 of 2 July 2007.
The meeting was declared open at 3.15 p.m. and was presided over by Mr. Xavier ROUVIERE, bank employee, pro-
fessionally residing in Senningerberg, who appointed Mr. Stefan WEYAND, bank employee, professionally residing in
Senningerberg, as secretary of the meeting.
The meeting elected as scrutineer, Mrs Mara MARANGELLI, bank employee, professionally residing in Senningerberg.
The Chairman declared and requested the notary to state that:
I The shareholders represented and the number of shares held by each of them are shown on an attendance list signed
by the proxies of the shareholders represented and by the members of the bureau. The said list and proxies initialled "ne
varietur" by the members of the bureau will be annexed to this document, to be registered with this deed.
II. This meeting has been convened by notices containing the agenda published in the Mémorial, in the Journal and in
the Luxemburger Wort on 18 November 2011 and on 3 December 2011.
III. The agenda of the extraordinary general meeting is the following:
<i>Agendai>
1. Approval of the amended articles of incorporation of CIF.
2. Decision that the restated articles of incorporation will solely be available in English and will not be followed by a
French translation.
3. Decision that the effective date of the changes is 21 December 2011.
IV.- A first extraordinary general meeting, convoked upon the notices set forth in the minutes, with the same agenda
as the agenda of the present meeting indicated hereabove, was held on 18 November 2011 and could not validly decide
on the items of the agenda for lack of the legal quorum.
V.- It appears from the attendance list that, out of the 132,570,146.62 shares in issue, shares are present or represented
at the Meeting. Pursuant to article 67-1(2) of the law of 10 August 1915 on commercial companies, as amended, the
Meeting is regularly constituted and may validly deliberate and decide upon the sole item of the agenda of the Meeting,
whatsoever the represented part of capital.
VI.- As a result of the foregoing, the present Meeting is regularly constituted and may validly decide on the items of
the agenda.
VII. The undersigned notary informed the Appearers of the fact, that the present extraordinary general meeting has
not been convened pursuant to the dispositions of Article 67-1 (2) of the law of August 10
th
, 1915 on commercial
companies.
After approval of the statement of the Chairman, the meeting after deliberation, stated that the non respect of the
period of fifteen (15) days between the first and the second publication, was the result of a material mistake and resolved
sovereignly to examine the agenda and to pass the following resolutions by unanimous vote:
<i>First resolutioni>
The shareholders resolve to approve the restated version of the articles of incorporation as follows:
Art. 1. There is hereby established among the subscribers and all those who may become owners of shares hereafter
issued, a company in the form of a société d'investissement à capital variable under the name of "CAPITAL INTERNA-
TIONAL FUND" (the "Company").
Art. 2. The Company is established for an unlimited period and may be dissolved by a resolution of the shareholders
adopted in the manner required for amendment of these Articles of Incorporation, as prescribed in Article 27 hereof.
Art. 3. The exclusive object of the Company is to place the funds available to it in transferable securities of all types
and all other permitted assets such as referred to in applicable law=with the purpose of spreading investment risks and
affording its shareholders the results of the management of its portfolio.
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The Company may take any measures and carry out any operation which it may deem useful in the accomplishment
and development of its purpose to the full extent permitted by the law of 17 December 2010 regarding undertakings for
collective investment or any legislative replacements or amendments thereof (the "2010 Law").
Art. 4. The registered office of the Company is established in the commune of Niederanven, in the Grand Duchy of
Luxembourg. Branches or other offices may be established either in Luxembourg or abroad by resolution of the board
of directors (the "Board").
In the event that the Board determines that extraordinary political, economic or social developments have occurred
or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease
of communication between such office and persons abroad, the registered office may be temporarily transferred abroad
until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the
nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxem-
bourg corporation.
Art. 5. The corporate capital shall be at any time equal to the total net assets of the Company and shall be represented
by shares of no par value (the "Shares"). The capital of the Company shall be expressed in Euro.
The minimum capital of the Company shall be not less than one million two hundred and fifty thousand Euro (€
1,250,000.-).
The Board is authorised without limitation to issue at any time further fully paid Shares at an offering price based on
the net asset value per Share (the "Net Asset Value per Share") determined in accordance with Article 22 hereof, without
reserving to the existing shareholders of the Company a preferential right of subscription to the additional Shares to be
issued.
Such Shares may, as the Board shall determine, be attributable to different compartments ("Funds") which may be
denominated in different currencies. The proceeds of the issue of the Shares of each Fund (after the deduction of any
initial charge and notional dealing costs and any other applicable costs which may be charged to them from time to time)
shall be invested in accordance with the objectives set out in Article 3 hereof in eligible assets, as detailed in applicable
law.
Within each Fund, Shares may be divided into different classes of Shares (a "Class") with specific charging structures,
specific dividend policies, specific hedging policies, specific investment minima or any other specific features applied to
each Class, as defined in the current prospectus of the Company (the "Prospectus"). The Board may decide if and from
what date Shares of any such Class shall be offered for sale, those Shares to be issued on the terms and conditions as
shall be decided by the Board.
For purpose of determining the capital of the Company, the net assets attributable to each Fund shall in the case of a
Fund not denominated in Euro, be notionally converted into Euro in accordance with Article 23 and the capital shall be
the total of the net assets of all the Funds.
The Company shall prepare consolidated accounts in Euro.
The Board may delegate to any director (each a "Director") or to any duly authorised person the power and duty to
accept subscriptions and to receive payment for such new Shares and to deliver these remaining always within the
provisions of applicable law. The offering price and the price at which Shares are redeemed, as well as the Net Asset
Value per Share shall be available and may be obtained at the registered office of the Company.
Shares will be issued exclusively in registered form. Conversion of nominative Shares into Shares in bearer form is
prohibited.
Shares may be issued only upon acceptance of the subscription. The Purchase Price shall be paid in accordance with
Article 6 and the Prospectus. The subscriber will, upon issue of the Shares, receive title to the Shares purchased by him.
Payments of dividends to holders of nominative Shares will be made to such shareholders at their addresses in the
register of shareholders (the "Register of Shareholders") or to their bank accounts as authorised by the Company or its
agent in accordance with applicable law.
All issued nominative Shares of the Company shall be registered in the Register of Shareholders, which shall be kept
by the Company or by one or more persons designated therefore by the Company and such Register of Shareholders
shall contain the name of each holder of nominative Shares, his residence or elected domicile and the number and Class
of nominative Shares held by him. Every transfer of a nominative Share of each Fund shall be entered in the Register of
Shareholders, and every such entry shall be signed by one or more officers of the Company or by one or more persons
designated by the Board.
Transfer of nominative Shares shall be effected, at the Company's discretion, by delivering instruments of transfer
satisfactory to the Company, or by written declaration of transfer inscribed in the Register of Shareholders, dated and
signed by the transferor and transferee, or by persons holding suitable powers of attorney to act therefore.
The Company shall consider the person in whose name the Shares are registered in the Register of Shareholders, as
the full owner of the Shares. The Company shall be completely free from every responsibility towards third parties in
dealing with such Shares and shall be justified in considering any right, interest or claims of any other person in or upon
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such Shares as non-existing, subject, however, to the condition that the foregoing shall deprive no person of any right
which he or she might have to demand the registration or a change in the registration of nominative Shares.
Every shareholder must provide the Company with an address to which all notices and announcements from the
Company may be sent. Such address will also be entered in the Register of Shareholders. In the event that such a sha-
reholder does not provide such an address, the Company may permit a notice to this effect to be entered in the Register
of Shareholders and the shareholder's address will be deemed to be at the registered office of the Company, or such
other address as may be so entered by the Company from time to time, until another address shall be provided to the
Company by such a shareholder. The shareholder may, at any time, change his address as entered in the Register of
Shareholders by means of a written notification to the Company at its registered office, or at such other address as may
be set by the Company from time to time, with appropriate supporting documents satisfactory to the Company.
Art. 6. When the Board issues new Shares the subscription price shall be based on the Net Asset Value per Share of
the relevant Fund and Class of Shares determined on the relevant Valuation Date and increased by such charges and
commissions as the Prospectus may provide (the "Purchase Price"). The Purchase Price so determined shall be payable
within a period as determined by the Board and laid down in the Prospectus.
Subscriptions may, at the Company's discretion, be paid by contributing securities acceptable to the Company, subject
to all applicable legal requirements. Only securities that are in compliance with the relevant Fund's investment policy and
restrictions at the relevant time, as determined by the Company, may be contributed. The Prospectus will determine
who will bear the costs of such contribution of securities.
If, on any Valuation Date, any Fund receives subscription(s) for Shares with a combined value that exceeds a percentage
of its net assets as specified in the Prospectus, it will have the right to defer such subscription(s) in excess of such
percentage of its total net assets, pro rata to the outstanding subscription requests, until the next or subsequent Valuation
Date(s). (For this purpose, a switch of Shares of a given Fund into Shares of another Fund will be treated as a redemption
from the former and a subscription into the latter, the redemption being processed only when simultaneous subscription
into the new Fund has become possible.). The investors concerned will be promptly informed of this decision and will
have the right to withdraw their subscription request, or the portion that was deferred as described in the Prospectus.
In the event that any Shares remain unpaid on or after the payment due date (as specified in the prospectus of the
Company), the Company will have the right, at its discretion, to compulsorily redeem any fully-paid Shares that the
Shareholder may already hold, and/or any unpaid Shares, and to affect the proceeds of such redemption(s) to the payment
of any amount remaining due to the Company with respect to the unpaid Shares plus any related late-payment costs and
reasonable costs. The Shareholder will remain liable to the Company for the payment of any unpaid subscription amount
and other costs (including interest) not fully covered by such redemption proceeds.
Art. 7. The Board shall have the power to refuse to issue or register any transfer of Shares, or to impose such
restrictions as it may think necessary for the purpose of ensuring that no Shares are acquired or held by (a) any person
in breach of the law or requirement of any country or governmental authority of (b) any person in circumstances which
in the opinion of the Board might result in the Company incurring any liability to taxation or suffering any other pecuniary
disadvantage which the Company might not otherwise have incurred or suffered.
More specifically, the Company may restrict or prevent the ownership of Shares in the Company by any person, firm
or corporate body; specifically and without limitation, by any "U.S. Person", as defined in Article 8 hereof, or by any
shareholder who, but for such restriction, would beneficially own more than ten per cent of the Shares of the Company
or Shares of any Fund (each of them defined as a "Restricted Person"), and for such purposes the Company may:
a) decline to issue any Share and decline to register any transfer of a Share, where it appears to it that such registry
or transfer would or might result in beneficial ownership of such Share by a Restricted Person; and
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 may consider necessary
for the purpose of determining whether or not beneficial ownership of such shareholder's Shares rests or will rest in
Restricted Persons; and
c) where it appears to the Company that any Restricted Person, either alone or in conjunction with any other person
is a beneficial owner of Shares, compulsorily purchase from any such shareholder all Shares held by such shareholder in
the following manner:
(1) the Company shall send a notice (hereafter called "the Repurchase Notice") to the shareholder appearing in the
Register of Shareholders as the owner of the Shares to be repurchased, specifying the Shares to be repurchased as
aforesaid, the price to be paid for such Shares (respectively the way such price will be calculated) and the place at which
the Repurchase Price in respect of such Shares is payable, by posting such notice in a prepaid registered envelope ad-
dressed to the shareholder at his address appearing in the books of the Company. Immediately after the close of business
on the date specified in the Repurchase Notice, such shareholder shall cease to be the owner of the Shares specified in
such notice and such Shares will be cancelled;
(2) the price at which the Shares specified in any Repurchase Notice shall be repurchased (herein called "the Repurchase
Price") shall be an amount based on the Net Asset Value per Share of the relevant Fund and Class, determined in accor-
dance with Article 22 hereof;
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(3) payment of the Repurchase Price will be made to the owner of such Shares in the currency specified in the current
Prospectus and will be made by the Company to the shareholder's address in the Register of Shareholders or to its bank
account as authorised by the Company or its agent in accordance with applicable law or deposited by the Company with
a bank in Luxembourg or elsewhere (as specified in the Repurchase Notice) for payment to such owner upon verifications
in accordance with the relevant laws and regulations. Upon payment or deposit of such price as aforesaid no person shall
have any further claim against the Company or its assets in respect thereof or of the cancelled Shares, except the right
of the shareholder appearing as the owner thereof to receive the price so deposited (without interest) from such bank
upon verifications in accordance with applicable law;
(4) the exercise by the Company of the powers conferred by this article shall not be questioned or invalidated in any
case, on the ground that there was insufficient evidence of ownership of Shares by any person or that the true ownership
of any Shares was otherwise than appeared to the Company at the date of any Repurchase Notice, provided that in such
case the said powers were exercised by the Company in good faith; and
d) decline to accept the vote of any Restricted Person, at any meeting of shareholders of the Company or at any
meeting of shareholders of any Class or Fund.
Art. 8. Whenever used in these articles, the term "U.S. Person" shall have the meaning given to them in the Prospectus.
Art. 9. Any regularly constituted meeting of the shareholders of the Company respectively of any Fund or Class thereof
shall represent the entire body of shareholders of the Company respectively of any Fund or Class. It shall have the broadest
powers to order, carry out or ratify acts relating to the operations of the Company respectively of any Fund or Class.
Art. 10. The annual general meeting of shareholders shall be held, in accordance with applicable law, in Luxembourg
at the registered office of the Company or at such other place in Luxembourg as may be specified in the notice of meeting,
on the last Tuesday of the month of April at 11 o'clock A.M.
If such day is a legal holiday, the annual general meeting shall be held on the next following business day, which is a day
(other than a Saturday or Sunday) on which banks are generally open for business in Luxembourg (a "Business Day"). The
annual general meeting may be held abroad if, in the absolute and final judgement of the Board, exceptional circumstances
so require.
Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of
meeting.
Special meetings of the holders of Shares of any one Fund or Class or of several Funds or Classes may be convened
by the Board to decide on any matters relating to such one or more Fund(s) or Class(es) and/or to a variation of their
respective rights.
The quorums and notice periods required by applicable law shall govern the notice for and conduct of the meetings
of shareholders of the Company and any Fund(s) or Class(es) thereof, unless otherwise provided herein.
As long as the Share capital is divided into different Funds and/or Classes, the rights attached to the Shares of any Fund
or Class (unless otherwise provided by the terms of issue of the Shares of that Fund or Class) may, whether or not the
Company is being wound up, be varied with the sanction of a resolution passed at a separate general meeting of the
holders of the Shares of that Fund or Class by a majority of two-thirds of the votes cast at such separate general meeting.
To every such separate meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply,
but so that the minimum necessary quorum at every such separate general meeting shall be holders of the Shares of the
Fund or Class in question present in person or by proxy holding not less than one-half of the issued Shares of that Fund
or Class (or, if at any adjourned Fund or Class meeting of such holders a quorum as defined above is not present, any
one person present holding Shares of the Fund or Class in question or his proxy shall be a quorum).
Each Share of whatever Fund or Class and regardless of the Net Asset Value per Share within the Fund or Class is
entitled to one vote, subject to the limitations imposed by applicable law and by these Articles. A shareholder may act
at any meeting of shareholders by appointing another person as his proxy in writing.
Except as otherwise required by applicable law, resolutions at a meeting of shareholders duly convened will be passed
by a simple majority of the votes of the shareholders present or represented.
Shareholders participating in a shareholders' meeting by visio conference or any other telecommunication methods
allowing for their identification shall be deemed present for the purpose of quorum and majority computation. Such
telecommunication methods shall satisfy such technical requirements that will enable the effective participation in the
meeting and the deliberations of the meeting shall be retransmitted on a continuous basis.
The shareholders are authorised to cast their vote by ballot papers expressed in the English language or in any other
language as the Board may decide to accept. Any ballot paper shall contain the mentions and indications as required by
the Board, which may include inter alia: (i) the name and registered address of the relevant shareholder and/or their
shareholder account number with the Company, (ii) the total number of Shares held by the relevant shareholder, (iii) the
agenda of the general meeting, (iv) if the shareholder's is not voting identically for all of his shares (which the Company
may presume is the case absent any indication to the contrary), indication by the relevant shareholder, with respect to
each of the proposed resolutions, of the number of shares for which the relevant shareholder is abstaining, voting in
favour of or against such proposed resolution. The ballot papers shall be delivered by hand, by post, by special courier
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service using an internationally recognised courier company at the registered office of the Company or by fax at the fax
number of the registered office of the Company. Any ballot paper which does not bear any of the mentions or indications
as required by the Board and/or is received by the Company after the deadline as determined by the Board shall be
considered void and shall be disregarded for quorum purposes.
The Board may determine all other conditions that must be fulfilled by shareholders for them to take part in any
meeting of shareholders.
Art. 11. Shareholders will meet upon a call by the Board pursuant to notices setting forth the agenda sent to each
registered shareholder at the shareholder's address in the Register of Shareholders and, if required by law, published in
accordance with the requirements of applicable law.
If however, all of the shareholders are present or represented at a meeting of shareholders, and if they state that they
have been informed of the agenda of the meeting, the meeting may be held without prior notice or publication.
Art. 12. The Company shall be managed by a board of directors composed of at least three members who need not
be shareholders of the Company.
The Directors shall be elected by the shareholders at their annual general meeting, for a period ending at the next
annual general meeting and until their successors are elected and qualify, provided, however that a Director may be
removed with or without cause and/or replaced at any time by resolution adopted by the shareholders and that a Director
may retire, by notifying it to the Company in writing, without having to specify any reasons, before the end of the term
he was elected for.
In the event of a vacancy in the office of Director because of death, retirement or otherwise, the remaining Directors
may meet and may elect, by majority vote, a Director to fill such vacancy until the next meeting of shareholders.
Art. 13. The Board shall choose from its members a chairman, and may choose from its members one or more vice-
chairmen. It may also choose a secretary, who need not be a Director, who shall be responsible for keeping the minutes
of the meetings of the Board or of the shareholders. The Board shall meet upon call by the chairman, or two Directors,
at the place indicated in the notice of meeting.
The chairman shall preside at all meetings of shareholders and the Board, but in his absence the shareholders or the
Board will appoint another Director (or, in the case of a shareholders meeting, any other person) as chairman pro tempore
by vote of the majority present at any such meeting.
The Board from time to time shall appoint a general manager, an administrative manager, a secretary or other officers
considered necessary for the operation and management of the Company. Any such appointment may be revoked at any
time by the Board. Officers need not be Directors or shareholders of the Company. The officers appointed, unless
otherwise stipulated in these Articles, shall have the powers and duties given to them by the Board.
Notice of any meeting of the Board shall be given in writing or by any other means of communication to all Directors
at least twenty-four hours in advance of the hour set for such meeting, except in circumstances of emergency, in which
case the nature of such circumstances shall be set forth in the notice of meeting. This notice may be waived by the consent
in writing or by cable, telegram, telex, facsimile, electronic mail or any similar communication means of a majority of
Directors. Separate notice shall not be required for individual meetings held at times and places prescribed in a schedule
previously adopted by resolution of the Board.
Any Director may act at any meeting of the Board by appointing in writing or by cable, telegram, telex, facsimile,
electronic mail or any similar communication means another Director as his proxy.
The Board can deliberate or act validly only if at least a majority of the Directors is present or represented at a meeting
of the Board. Decisions shall be taken by a majority of the votes of the Directors present or represented at such meeting.
The Directors may also approve by unanimous vote a circular resolution by expressing their consent on one or several
separate instruments in writing or by cable, telex, telegram, facsimile, electronic mail or any similar communication means
confirmed in writing, which shall together constitute appropriate minutes evidencing such decision.
The internal regulation of the Company may provide that the Directors participating in a meeting of the Board by visio
conference or any other telecommunication methods allowing for their identification shall be deemed present for the
purpose of quorum and majority computation. Such telecommunication methods shall satisfy such technical requirements
that will enable the effective participation in the meeting and the deliberations of the meeting shall be retransmitted on
a continuous basis.
Art. 14. The minutes of any meeting of the Board shall be signed by the chairman or, in his absence, by the chairman
pro tempore who presided at such meeting.
Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the
chairman, or by the secretary, or by one Director.
Art. 15. The Board is vested with the broadest powers to perform all acts of administration and disposition, which in
its opinion are in the Company's interest. All powers not expressly reserved by applicable law or by these Articles to the
general meeting of shareholders may be exercised by the Board.
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The Board may delegate its powers to conduct the daily management and affairs of the Company and its powers to
carry out acts in furtherance of the corporate policy and purpose, to physical persons or corporate entities which need
not be members of the Board, acting under the supervision of the Board.
The Board has in particular power to determine the corporate policy and the course of conduct of the management
and business affairs of the Company, provided however that the Company shall not effect such investments or activities
if in breach of such investment restrictions as may be imposed by Part of the 2010 Law or applicable regulations, or as
shall be adopted from time to time by resolutions of the Board and as shall be described in any prospectus relating to
the offer of Shares.
In the determination and implementation of the investment policy the Board may cause the assets of the Company to
be invested in:
(i) any securities, instruments or other assets within the restrictions as shall be set forth by the Board in compliance
with applicable law and disclosed in the Prospectus, in particular but not limited to
(ii) transferable securities and money market instruments that are admitted to official listing on a stock exchange that
is regulated, operating regularly, recognized and open to the public (an "Official Listing") or that are dealt in another
regulated market that operates regularly and is recognised and open to the public (a "Regulated Market"), as well as
(iii) recently issued transferable securities and money market instruments, provided that the terms of issue include an
undertaking that application will be made for admission to an Official Listing or a Regulated Market and such admission
is achieved within one year of the issue.
The Company may invest up to 100 per cent of the net assets of any Fund, in accordance with the principle of risk
spreading, in different transferable securities and money market instruments issued or guaranteed by a member state of
the European Union (a "Member State"), by its local authorities or by any other State or by a public international body
of which one or more Member State(s) are member(s), provided the relevant Fund holds securities from at least six
different issues and securities from one issue do not account for more than 30 per cent of the total net assets of such
Fund.
The Board may decide that investments of any Fund may be made either directly or indirectly, as the Board may from
time to time decide and to the extent permitted by applicable law, through wholly-owned subsidiaries incorporated in
suitable jurisdictions. When investments of the Company are made in the capital of subsidiaries companies which exclu-
sively on its behalf carry on only the business of management, advice or marketing in the country where the subsidiary
is located, with regard to the redemption of units at the request of shareholders, paragraphs (1) and (2) of Article 48 of
the 2010 Law (or any amending provision) do not apply.
Reference in these articles to "investments" and "assets" shall mean, as appropriate, either investments made or assets
beneficially held through the aforesaid subsidiaries.
The Board may decide that investments of any Fund be made in financial derivative instruments, including equivalent
cash settled instruments, dealt in on a regulated market as referred to in the 2010 Law and/or financial derivative ins-
truments dealt in over-the-counter provided that, among others, the underlying consists of instruments covered by Article
41(1) of the 2010 Law (or any amending provision), financial indices, interest rates, foreign exchange rates or currencies
permitted by applicable law, in which the relevant Fund may invest according to its investment objectives as disclosed in
the prospectus.
The Board may decide that investments of any Fund to be made with the aim to replicate certain stock or bond index
provided that the relevant index is recognised by the Luxembourg supervisory authority on the basis that it is sufficiently
diversified, represents an adequate benchmark for the market to which it refers and is published in any appropriate
manner.
The Company will in principle not invest more than 10% of the assets of any Fund in undertakings for collective
investment as defined in Article 41(1) of the 2010 Law (or any amending provision), unless provided otherwise in the
Prospectus with respect to a particular Fund.
A Fund can, under the conditions provided for in article 181 paragraph 8 of the 2010 Law, as may be amended, invest
in the shares issued by one or several other Funds of the Company.
Notwithstanding the 10% limit above, the Company can decide, under the conditions provided for in Chapter 9 of the
2010 Law, as may be amended, that a Fund ("Feeder") may invest 85% or more of its assets in units or shares of another
UCITS ("Master") authorised according to Directive 2009/65/EC (or a portfolio of such UCITS).
Art. 16. No contract or other transaction between the Company and any other corporation or firm shall be affected
or invalidated by the fact that any one or more of the Directors or officers of the Company is interested in, or is a
director, associate, officer or employee of such other corporation or firm. Any Director or officer of the Company who
serves as a director, officer or employee of any corporation or firm with which the Company shall contract or otherwise
engage in business shall not, by reason of such affiliation with such other corporation or firm be prevented from consi-
dering and voting or acting upon any matters with respect to such contract or other business.
In the event that any Director or officer of the Company may have any personal interest in any transaction of the
Company, such Director or officer shall make known to the Board such personal interest and shall not consider or vote
on any such transaction, and such transaction, and such Director's or officer's interest therein, shall be reported to the
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next succeeding meeting of shareholders. The preceding provisions do not apply if the decisions of the Board concern
the current operations of the Company entered into under normal conditions.
Art. 17. The Company may indemnify any Director or officer, and his heirs, executors and administrators, against
expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been a Director or officer of the Company, or, at its request, of any other corporation
of which the Company is a shareholder or creditor and from which he is not entitled to be indemnified, except in relation
to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or
misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered
by the settlement as to which the Company is advised by counsel that the person to be indemnified did not commit such
a breach of duty. The foregoing right of indemnification shall not exclude other rights to which he may be entitled.
Art. 18. The Company will be bound by the signature of one Director of the Company, or of any duly authorised
person, or in any other way determined by a resolution of the Board.
Art. 19. The Company shall appoint an auditor ("réviseur d'entreprises agréé") who shall carry out the duties prescribed
by applicable law.
Art. 20. As is more especially prescribed herein below, the Company has the power to redeem its own Shares at any
time within the sole limitations set forth by law. A shareholder of the Company may request the Company to purchase
all or lesser number of his Shares and the Company will in this case redeem such Shares within the sole limitations set
forth by law and by these Articles and the Prospectus and subject to any event giving rise to suspension as referred to
in Article 21 hereof. The shareholder will be paid a price per Share based on the Net Asset Value per Share of the relevant
Class of the relevant Fund as determined on the relevant Valuation Date, in accordance with the provisions of Article 22
hereof and payable within 15 Business Days thereafter. If in exceptional circumstances beyond the Company's control it
is not possible to make the payment within such period then such payment shall be made as soon as reasonably practicable
thereafter but without interest.
For the purpose of this article, a switch of Shares of a given Fund into Shares of another Fund will be treated as a
redemption from the former and a subscription into the latter.
Any repurchase request must be filed by such shareholder in irrevocable written form, at the registered office of the
Company in Luxembourg, or at the office of the person or entity designated by the Company as its agent for redemption
of Shares.
The Company will, if the shareholder requesting redemption so accepts, have the right to satisfy payment of the
redemption price in kind by allocating to such shareholder assets from the portfolio of the relevant Fund equal in value
to the value of the Shares to be redeemed. The nature and type of such assets will be determined at the Company's
discretion on a fair and reasonable basis and without prejudicing the interests of the other shareholders and the valuation
used will be confirmed by an auditor's report. The Prospectus will determine who will bear the costs of such allocation
of securities.
If on any given date redemption and/or switch requests exceed a certain level determined by the Board in relation to
the number of Shares in issue of a specific class, the Board may decide that part or all of such requests for redemption
and/or switches will be deferred for a period and in a manner that the Board considers to be in the best interests of the
Company, as described in the Prospectus. On the next Valuation Date following that period, these redemption and switch
requests will be met in priority to later requests. If redemption(s) and/or switch(es) are deferred, the Company will
inform the shareholder(s) concerned accordingly.
The Company may compulsorily redeem the holding of a Shareholder in the event that:
- A redemption results in the holding of the redeeming Shareholder falling below the applicable minimum. (For this
purpose, a switch of Shares of a given Fund into Shares of another Fund will be treated as a redemption from the former
and a subscription into the latter);
- The Company has issued Shares to an investor but has not received cleared subscription monies on or after the
subscription payment due date (as further detailed in the Prospectus); or
- Ownership by the Shareholder would adversely affect the Company or any Fund or Class or the Investment Advisers.
Where expressly authorised by the relevant Prospectus, upon receiving on any Valuation Date requests to redeem
Shares amounting to more than a certain percentage (defined in the Prospectus) of the total number of Shares of any
Fund then in issue, the Company may, having regard to the fair and equal treatment of Shareholders, elect to distribute
to the redeeming Shareholder(s) assets of the relevant Fund whose value on the Company's books at the time of the
relevant Valuation Date represents, as nearly as practicable, the same proportion of the relevant Fund's assets, as the
Shares for which redemption applications have been received bear to the total of the Shares of such Fund then in issue,
any balance being paid in cash. (For this purpose, a switch of Shares of a given Fund into Shares of another Fund (see
below) will be treated as a redemption from the former and a subscription into the latter.). The fairness to all Shareholders
of the basis for such transfer of ownership and the valuation used will be confirmed by a report of the Company's auditor.
Any shareholder may request switch of whole or part of his Shares of a given Fund into Shares of another Fund,
provided that this possibility has expressively been given and at the conditions specified in the Prospectus, and that the
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Board may impose such restrictions as to, inter alia, frequency of switches, and may make switches subject to payment
of such charge, as it shall determine in the current prospectus. Switches from Shares of one Class of a Fund into Shares
of another Class (of either the same or a different Fund) are not permitted, except otherwise decided by the Board and/
or as specified in the Prospectus.
Art. 21. The Company may suspend the determination of the Net Asset Value and the issue and redemption of Shares
in any or all Fund(s) when:
(a) any market(s) or stock exchange(s) on which a material part of the investments of the relevant Fund(s) are quoted,
is/are closed, other than for official holidays, or when dealings are substantially restricted or suspended;
(b) the disposal of the assets of the relevant Fund(s) or the determination of their value is not possible due to a local,
regional or global crisis, a communications breakdown or similar circumstances;
(c) the reliable determination of the value of the assets of the relevant Fund(s) is not possible, despite the use of fair
valuation procedures as described in the Prospectus, due to exceptionally high levels of market volatility or similar cir-
cumstances;
(d) as a result of exchange or other restrictions or difficulties affecting the transfer or remittance of funds, transactions
are rendered impossible or impracticable, or when purchases and sales of assets cannot be effected at the normal rate
of exchange;
(e) a failure to do so might result in the relevant Fund(s) or Class(es) or the Company or Shareholders suffering any
financial disadvantage which might not otherwise have been suffered;
(f) in the case of the liquidation or merger of the Company, Fund(s) or Class(es);
(g) following a decision to merge a Class, a Fund or the Company, if justified with a view to protecting the interest of
Shareholders; or
(h) in case a Fund is a Feeder of another UCITS (or a sub-fund thereof), if the net asset value calculation of the Master
UCITS (or the sub-fund thereof) is suspended.
The suspension as to any Fund will have no effect on the calculation of the Net Asset Value and the issue and redemption
of the Shares of any other Fund.
The Company will suspend the issue and redemption of Shares forthwith (i) in the case of a voluntary decision to
liquidate the Company, on or after the day of publication of the first notice convening the general meeting of shareholders
for this purpose, or (ii) upon the occurrence of an event causing it to enter into liquidation, or (iii) upon the order of the
Luxembourg supervisory authority.
Any suspension shall be publicised by the Company in an appropriate manner to the persons likely to be affected
thereby. Shareholders requesting redemption of their Shares will be notified of such suspension in writing, or through
any other practicable communication means, within 7 days of their request and will be promptly notified of the termination
of such suspension.
Art. 22. The Net Asset Value per Share and the Offering and Redemption Prices of Shares of each Class of each Fund
shall be determined in the relevant currency of denomination of such Class of such Fund at least once a month, on days
determined by the Board and specified in the Prospectus (a "Valuation Date") during which banks are open for business
in the Grand Duchy of Luxembourg.
The Net Asset Value per Share of each Class of each Fund is computed by dividing the proportion of the assets of the
Company properly allocable to the relevant Class of the relevant Fund, less the proportion of the liabilities of the Company
properly allocable to such Class of such Fund, by the total number of Shares of such Class of such Fund issued and
outstanding as of the relevant Valuation Date.
The assets shall be valued in accordance with the principles detailed in the Prospectus and as laid down in valuation
regulations and guidelines approved by the Board from time to time (the "Valuation Regulations").
The valuation of the Net Asset Value of each Class of each Fund shall be made in the following manner:
(1) The assets of the Company shall be deemed to include:
(i) all cash in hand or receivable or on deposit, including accrued interest;
(ii) all bills and notes payable on demand and any amounts due (including the proceeds of securities sold but not yet
collected);
(iii) all securities, shares, bonds, debentures, options or subscription rights and any other investments and securities
belonging to the Company;
(iv) all dividends and distributions due to the Company in cash or in kind to the extent known to the Company provided
that the Company may adjust the valuation for fluctuations in the market value of securities due to trading practices such
as trading exdividend or ex-rights;
(v) all accrued interest on any interest bearing securities held by the Company except to the extent such interest is
comprised in the principal thereof;
(vi) the preliminary expenses of the Company insofar as the same have not been written off;
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(vii) the liquidating value of all futures and forward contracts and all call or put options the Company has an open
position in; and
(viii) all other permitted assets of any kind and nature including prepaid expenses.
(2) The value of assets of the Company shall be determined as follows:
(i) the value of any cash in hand or on deposit, discount notes, bills and demand notes and accounts receivable, prepaid
expenses, cash dividends and interest declared or accrued as aforesaid and not yet received, shall be deemed to be the
full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof
shall be arrived at after making such discount as the Board may consider appropriate in such case to reflect the true value
thereof;
(ii) the value of all portfolio securities which are listed on an official stock exchange shall generally be based on the last
relevant available price or such other price as further described in the Prospectus, the value of all portfolio securities
which are traded on any other regulated market will be valued at the last relevant available price on the principal market
on which such securities are traded or such other price as further described in the Prospectus, and/or as furnished by a
pricing service approved by the Board; and other securities may be valued at the relevant Valuation Date's price supplied
by, or yield equivalents obtained from one or more dealers or such pricing services. If such prices cannot be obtained or
are not representative of the fair value, such securities will be valued at a fair value at which it is expected that they may
be resold, as determined in good faith by and under the direction of the Board;
(iii) money market instruments shall be valued at nominal value plus any accrued interest or using an amortised cost
method , subject to the provisions of the Prospectus. This amortised cost method may result in periods during which
the value deviates from the price the relevant Fund would receive if it sold the investment. The relevant investment
adviser of the Company will, from time to time, assess this method of valuation and recommend changes, where necessary,
to ensure that such assets will be valued at their fair value as determined in good faith pursuant to the procedure esta-
blished by the Board. If the investment adviser believes that a deviation from the amortised cost per Share may result in
a material dilution or other unfair results to Shareholders, the investment adviser shall take such corrective action, if any,
as he deems appropriate, to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results;
(iv) securities issued by open-ended investment funds shall be valued at their last available relevant net asset value or
in accordance with item (ii) above where such securities are listed, subject to the provisions of the Prospectus;
(v) the swaps will be valued at the net present value of their cash flows or as described in the Prospectus;
(vi) the liquidating value of futures, forward or options contracts not traded on exchanges or on other organised
markets shall mean their net liquidating value determined, pursuant to policies established by the Board, on a basis
consistently applied for each different variety of contracts. The liquidating value of futures, forwards or options contracts
traded on exchanges or other organised markets shall be based upon the last available settlement prices of these contracts
on exchanges and organised markets on which the particular futures, forwards or options contracts are traded by the
Company; provided that if futures, forwards or options contracts could not be liquidated on the day with respect to
which the net assets are being determined, the basis for determining the liquidating value of such contracts shall be such
value as the Board may deem fair and reasonable.
The Board in its discretion may permit some other method of valuation to be used if it considers that such valuation
better reflects the fair value of any asset of the Company.
(3) The liabilities of the Company shall be deemed to include:
(i) all borrowings, bills and other amounts due;
(ii) all administrative expenses due or accrued as specified in the Prospectus including but not limited to the costs of
its incorporation and registration as well as all legal, audit, quality controlling, management, custodial, transfer agency,
registrar, paying agency and corporate and central administration agency fees and expenses, the costs of buying and selling
portfolio securities, legal publications, prospectuses, financial reports and other documents available to shareholders,
governmental charges, registration, publication and translation costs relating to the registration of Shares in foreign ju-
risdictions, reporting expenses (including in particular tax filings in various jurisdictions), communications, the remune-
ration of the directors and, where applicable, the "Dirigeants" (unless they have declined such compensation) and their
reasonable out-of-pocket expenses, reasonable marketing, advertisement and investor servicing expenses and generally
any other expenses arising from the administration of the Company;
(iii) all known liabilities, due or not yet due including all matured contractual obligations for payments of money or
property, including the amount of all dividends declared by the Company for which no coupons have been presented and
which therefore remain unpaid until the day these dividends revert to the Company by prescription;
(iv) any appropriate amount set aside for taxes due on the date of the valuation and any other provisions of reserves
authorised and approved by the Board; and
(v) any other liabilities of the Company of whatever kind towards third parties.
(4) The Board shall establish a portfolio of assets for each Fund in the following manner:
(i) the proceeds from the allotment and issue of Shares of each Fund shall be applied in the books of the Company to
the Fund established and the assets and liabilities and income and expenditure attributable thereto shall be applied to
such Fund, subject to the provisions of the Articles.
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(ii) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Company
to the same Fund as the assets from which it was derived and on each valuation of an asset, the increase or diminution
in value shall be applied to the relevant Fund;
(iii) where the Company incurs a liability which relates to any asset of a particular Fund or to any action taken in
connection with an asset of a particular Fund, such liability shall be allocated to the relevant Fund; the liabilities shall be
segregated on a Fund basis with third party creditors having recourse only to the assets of the Fund concerned;
(iv) in the case where any asset or liability of the Company cannot be considered as being attributable to a particular
Fund, such asset or liability shall be allocated by the Board, after consultation with the auditors, in a way considered to
be fair and reasonable having regard to all relevant circumstances;
(v) upon the record date for the determination of any dividend declared on any Fund, the Net Asset Value of such
Fund shall be reduced by the amount of such dividend;
(vi) these rules shall mutatis mutandis apply to the allocation of assets and liabilities between Classes of Shares within
a Fund.
(5) For the purpose of valuation under this Article:
(i) Shares to be redeemed under Article 20 hereof shall be treated as existing and taken into account until immediately
after the dealing cut-off time, as defined in the Prospectus on the relevant Valuation Date, and from such time and until
paid, the price therefore shall be deemed to be a liability of the Company;
(ii) all investments, cash balances and other assets of any Fund shall be valued after taking into account the prevailing
market rate or rates of exchange in force at the date of determination of the Net Asset Value of the relevant Fund;
(iii) any assets or liabilities initially expressed in terms of currencies other than the denomination currency of a Fund
(a "Denomination Currency") will be translated into the Denomination Currency of such Fund at the prevailing market
rates at the time of valuation. The Net Asset Value per Share will be rounded to two decimal places, except as otherwise
provided in the Prospectus;
(iv) where a Class of a Fund is available in a currency other than the Denomination Currency, the Net Asset Value
per Share of such Class of such Fund will be translated into such currency at the prevailing market rate on the Valuation
Date and rounded to the nearest relevant currency unit;
(v) effect shall be given on any Valuation Date to any purchases or sales of securities contracted for by the Company
on such Valuation Date, to the extent practicable.
All Valuation Regulations and determinations shall be in accordance with generally accepted accounting principles. In
the absence of bad faith, gross negligence and manifest error, the Valuation Regulations and every decision taken by the
Board or by a delegate of the Board calculating the Net Asset Value shall be final and binding on the Company and present,
past or future shareholders. The result of each calculation of the Net Asset Value and the Net Asset Value per Share
shall be certified by a Director or a duly authorised person.
Art. 23. The accounting year of the Company shall begin on the first of January of each year and shall terminate on
the thirty-first of December of such year.
The accounts of the Company shall be expressed in Euro or in respect of any Fund, in such other currency or currencies
as the Board may determine. Where there shall be different Funds as provided for in Article 5 hereof, and if the accounts
within such Funds are maintained in different currencies, such accounts shall be converted into Euro and added together
for the purpose of determination of the consolidated accounts of the Company. The annual accounts, including the balance
sheet and profit and loss account, the Board report and the notice of the annual general meeting will be sent and/or
published and made available in accordance with applicable law.
Art. 24. The general meeting of shareholders of each Fund shall, upon the proposal of the Board in respect of each
Fund, determine how the annual profits shall be disposed of in respect of the relevant Fund. Dividends in respect of any
Fund or Class, if any, will be declared on the number of Shares outstanding in respect of such Fund or Class at the dividend
record date, as that date is determined by the Board in the case of an interim dividend or by the general meeting of
shareholders of the Company in the case of the final dividend, and will be paid to the holders of such Shares in compliance
with the conditions set forth by applicable law.
The dividends declared, if any, will be paid in such currencies as selected by the Board and may be paid at such places
and times as may be determined by the Board. The Board may make a final determination of the rate of exchange applicable
to translate dividend monies into the currency of their payment. Stock dividends may be declared.
The Board may declare and pay interim dividends in respect of any Fund in accordance with applicable law.
Art. 25. Any funds to which shareholders are entitled upon the liquidation of the Company and which are not claimed
by those entitled thereto prior to the close of the liquidation process shall be deposited for the persons entitled thereto
at the Caisse des Consignations in Luxembourg in accordance with applicable law.
Art. 26. 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 meeting of shareholders deciding such dissolution and which
shall determine their powers and their compensation.
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The net proceeds of liquidation corresponding to each Class of each Fund shall be distributed by the liquidators to
the holders of Shares of each Class of each Fund in proportion of their holding of Shares in such Class of such Fund.
The Board may decide to close down one Fund or Class if the net assets of such Fund or Class fall below, or has not
reached, an amount determined by the Board to be the minimum level for such Fund or Class to be operated in an
economically efficient manner, or as a matter of economic rationalisation, or if a change in the economic or political
situation relating to the Fund or Class concerned would justify such closing down or, if for other reasons the Board
believes it is required for the interests of the shareholders. The decision of the closing down, with appropriate details
and information, will be published in the newspapers determined by the Board, and/or sent to the shareholders and/or
communicated via other means as provided by applicable law or otherwise deemed appropriate by the Board prior to
the effective date of the closing down. Unless the Board otherwise decides in the interests of, or to keep equal treatment
between the shareholders, the shareholders of the Fund or Class concerned may continue to request redemption or, if
available, switch of their Shares. Assets which could not be distributed to their beneficiaries upon the close of the closing
down of the Fund or Class concerned will be deposited with the Caisse de Consignation on behalf of their beneficiaries.
The Board may decide, in accordance with legal and regulatory requirements, to close down one Class of a Fund by
contribution into another Class of the same Fund. Such decision will be communicated in the same manner as described
in the preceding paragraph. Such publication will be made before the date on which the amalgamation becomes effective,
in accordance with applicable laws and regulations, in order to enable shareholders to request redemption of their Shares,
free of charge, before the operation involving contribution into such other Class becomes effective.
In accordance with the provisions of the 2010 Law, the assets of a Fund may be transferred into another Fund of the
Company or to the assets of another UCITS (whether established in Luxembourg or another Member State and whether
such UCITS is incorporated as a company or is a contractual type fund) or to the assets of a sub-fund of another such
UCITS (the "new sub-fund") and the Share(s) of the relevant Fund re-qualified as shares of one or several new Funds
(following a split or a consolidation, if necessary, and the payment to Shareholders of the full amount of fractional shares).
The Company shall send a notice to the shareholders of the relevant Funds in accordance with the provisions of CSSF
Regulation 10-5. Every shareholder of the=relevant Funds shall have the opportunity of requesting the redemption or
the conversion of his own shares without any cost (other than the cost of disinvestment) during a period of at least 30
days before the effective date of the merger, it being understood that the effective date of the merger takes place five
business days after the expiry of the such notice period.
A merger having as effect that the Company as a whole will cease to exist must be decided by the shareholders of the
Company before notary. No quorum is required and the decision shall be taken at a simple majority of the shareholders
present or represented and voting.
In the event that the Board determines that it is required for the interests of the shareholders of the relevant Fund
or Class or that a change in the economic or political situation relating to the Fund or Class concerned has occurred
which would justify it, the reorganisation of one Fund or Class, by means of a division into two or more Funds or Classes,
may be decided by the Board. In case such a division of a Fund falls within the definition of a "merger" as provided for in
the 2010 Law, the provisions relating to fund mergers described above shall apply. Such decision will be published in the
same manner as described above. Such publication will be made before the date on which the reorganisation becomes
effective, in accordance with applicable law, in order to enable the shareholders to request redemption of their Shares,
free of charge before the operation involving division into two or more Funds or Classes becomes effective.
Decisions of closing down a Fund or a Class, contribution of a Class into another Class of the same Fund or division
of a Class or Fund may also be decided by a separate Fund or Class meeting of the shareholders of the Fund or Class
concerned where no quorum is required and the decision is taken at the single majority of the Shares voting at the
meeting.
Art. 27. These articles may be amended from time to time by a meeting of shareholders, subject to the quorum and
voting requirements provided by applicable law.
Art. 28. All matters not governed by these Articles of Incorporation shall be determined in accordance with applicable
law.
<i>Second resolutioni>
The shareholders resolve that the restated articles of incorporation will solely be available in English and will not be
followed by a French translation.
<i>Third resolutioni>
The shareholders resolve that the effective date of the changes is 21 December 2011.
There being no further item on the agenda the Chairman closed the meeting at 3.30 p.m.
The undersigned notary who understands and speaks English, states herewith that on request of the above appearing
persons, the present deed is worded in English.
Whereof this notarial deed was drawn up in Luxembourg on the day named at the beginning of this document.
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The document having been read to the appearing persons, all of whom are known to the notary by their surnames,
names, civil status and residences, the appearing persons signed together with the notary, the present original deed.
Signé: X. ROUVIERE, S. WEYAND, M. MARANGELLI et H. HELLINCKX.
Enregistré à Luxembourg A.C., le 30 décembre 2011. Relation: LAC/2011/59238. Reçu soixante-quinze euros (75,-
EUR).
<i>Le Receveuri> (signé): I. THILL.
Pour expédition conforme, délivrée à la société sur demande, aux fins de la publication au Mémorial, Recueil des
Sociétés et Associations.
Luxembourg, le 10 janvier 2012.
Référence de publication: 2012005584/641.
(120005673) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 janvier 2012.
Capital International Portfolios, Société d'Investissement à Capital Variable.
Siège social: L-2633 Senningerberg, 6, route de Trèves.
R.C.S. Luxembourg B 125.271.
In the year two thousand and eleven, on the twenty-first day of December.
Before Us, Maître Henri Hellinckx, notary residing in Luxembourg, Grand Duchy of Luxembourg.
Was held an extraordinary general meeting of shareholders of Capital International Portfolios, a Société d’Investisse-
ment à Capital Variable, having its registered office at 6C, Route de Trèves, Senningerberg, Grand Duchy of Luxembourg
(the «Company» or «CIP»), incorporated on 16 March 2007, the articles of incorporation of which (the «Articles of
Incorporation») were published in the Mémorial C, Recueil des Sociétés et Associations (the «Mémorial C»), on 2 April
2007 and registered with the Luxembourg Trade and Companies Register under n°B 125271.
The meeting was declared open at 3.45 p.m. and was presided over by by Mr. Xavier ROUVIERE, bank employee,
professionally residing in Senningerberg, who appointed Mr. Stefan WEYAND, bank employee, professionally residing in
Senningerberg, as secretary of the meeting.
The meeting elected as scrutineer, Mrs Mara MARANGELLI, bank employee, professionally residing in Senningerberg.
The Chairman declared and requested the notary to state that:
I The shareholders represented and the number of shares held by each of them are shown on an attendance list signed
by the proxies of the shareholders represented and by the members of the bureau. The said list and proxies initialled "ne
varietur" by the members of the bureau will be annexed to this document, to be registered with this deed.
II. This meeting has been convened by notices containing the agenda published in the Mémorial, in the Journal and in
the Luxemburger Wort on 18 November 2011 and on 3 December 2011.
III. The agenda of the extraordinary general meeting is the following:
<i>Agendai>
1. Approval of the amended articles of incorporation of the CIP.
2. Decision that the restated articles of incorporation will solely be available in English and will not be followed by a
French translation.
3. Decision that the effective date of the changes is 21 December 2011.
IV.- A first extraordinary general meeting, convoked upon the notices set forth in the minutes, with the same agenda
as the agenda of the present meeting indicated hereabove, was held on 18 November 2011 and could not validly decide
on the items of the agenda for lack of the legal quorum.
V.- It appears from the attendance list that, out of the 146,080,572.33 shares in issue, 2,258,686 shares are present or
represented at the Meeting. Pursuant to article 67-1(2) of the law of 10 August 1915 on commercial companies, as
amended, the Meeting is regularly constituted and may validly deliberate and decide upon the sole item of the agenda of
the Meeting, whatsoever the represented part of capital.
VI.- As a result of the foregoing, the present Meeting is regularly constituted and may validly decide on the items of
the agenda.
VII. The undersigned notary informed the Appearers of the fact, that the present extraordinary general meeting has
not been convened pursuant to the dispositions of Article 67-1 (2) of the law of August 10th, 1915 on commercial
companies.
After approval of the statement of the Chairman, the meeting after deliberation, stated that the non respect of the
period of fifteen (15) days between the first and the second publication, was the result of a material mistake and resolved
sovereignly to examine the agenda and to pass the following resolutions by unanimous vote:
<i>First resolutioni>
The shareholders resolve to approve the restated version of the articles of incorporation as follows:
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Art. 1. There is hereby established among the subscribers and all those who may become owners of shares hereafter
issued, a company in the form of a société d'investissement à capital variable under the name of "CAPITAL INTERNA-
TIONAL PORTFOLIOS" (the “Company”).
Art. 2. The Company is established for an unlimited period and may be dissolved by a resolution of the shareholders
adopted in the manner required for amendment of these Articles of Incorporation, as prescribed in Article 27 hereof.
Art. 3. The exclusive object of the Company is to place the funds available to it in transferable securities of all types
and all other permitted assets such as referred to in applicable law with the purpose of spreading investment risks and
affording its shareholders the results of the management of its portfolio.
The Company may take any measures and carry out any operation which it may deem useful in the accomplishment
and development of its purpose to the full extent permitted by the law of 17 December 2010 regarding undertakings for
collective investment or any legislative replacements or amendments thereof (the “2010 Law”).
Art. 4. The registered office of the Company is established in the commune of Niederanven, in the Grand Duchy of
Luxembourg. Branches or other offices may be established either in Luxembourg or abroad by resolution of the board
of directors (the “Board”).
In the event that the Board determines that extraordinary political, economic or social developments have occurred
or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease
of communication between such office and persons abroad, the registered office may be temporarily transferred abroad
until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the
nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxem-
bourg corporation.
Art. 5. The corporate capital shall be at any time equal to the total net assets of the Company and shall be represented
by shares of no par value (the "Shares"). The capital of the Company shall be expressed in United States Dollars.
The minimum capital of the Company shall be not less than the equivalent in United States Dollars of one million two
hundred and fifty thousand Euro (€ 1,250,000.-).
The Board is authorised without limitation to issue at any time further fully paid Shares at an offering price based on
the net asset value per Share (the "Net Asset Value per Share") determined in accordance with Article 22 hereof, without
reserving to the existing shareholders of the Company a preferential right of subscription to the additional Shares to be
issued.
Such Shares may, as the Board shall determine, be attributable to different compartments (“Funds”) which may be
denominated in different currencies. The proceeds of the issue of the Shares of each Fund (after the deduction of any
initial charge and notional dealing costs and any other applicable costs which may be charged to them from time to time)
shall be invested in accordance with the objectives set out in Article 3 hereof in eligible assets, as detailed in applicable
law.
Within each Fund, Shares may be divided into different classes of Shares (a “Class”) with specific charging structures,
specific dividend policies, specific hedging policies, specific investment minima or any other specific features applied to
each Class, as defined in the current prospectus of the Company (the “Prospectus”). The Board may decide if and from
what date Shares of any such Class shall be offered for sale, those Shares to be issued on the terms and conditions as
shall be decided by the Board.
For purpose of determining the capital of the Company, the net assets attributable to each Fund shall in the case of a
Fund not denominated in United States Dollars, be notionally converted into United States Dollars in accordance with
Article 23 and the capital shall be the total of the net assets of all the Funds.
The Company shall prepare consolidated accounts in US Dollars.
The Board may delegate to any director (each a “Director”) or to any duly authorised person the power and duty to
accept subscriptions and to receive payment for such new Shares and to deliver these remaining always within the
provisions of applicable law. The offering price and the price at which Shares are redeemed, as well as the Net Asset
Value per Share shall be available and may be obtained at the registered office of the Company.
Shares will be issued exclusively in registered form.
Shares may be issued only upon acceptance of the subscription. The Purchase Price shall be paid in accordance with
Article 6 and the Prospectus. The subscriber will, upon issue of the Shares, receive title to the Shares purchased by him.
Payments of dividends to holders of Shares will be made to such shareholders at their addresses in the register of
shareholders (the “Register of Shareholders”) or to their bank accounts as authorised by the Company or its agent in
accordance with the relevant laws and regulations.
All issued Shares of the Company shall be registered in the Register of Shareholders, which shall be kept by the
Company or by one or more persons designated therefore by the Company and such Register of Shareholders shall
contain the name of each holder of Shares, his residence or elected domicile and the number and Class of Shares of each
Fund held by him. Every transfer of a Share shall be entered in the Register of Shareholders, and every such entry shall
be signed by one or more officers of the Company or by one or more persons designated by the Board.
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Transfer of Shares shall be effected, at the Company’s discretion, by delivering instruments of transfer satisfactory to
the Company, or by written declaration of transfer inscribed in the Register of Shareholders, dated and signed by the
transferor and transferee, or by persons holding suitable powers of attorney to act therefore.
The Company shall consider the person in whose name the Shares are registered in the Register of Shareholders, as
the full owner of the Shares. The Company shall be completely free from every responsibility towards third parties in
dealing with such Shares and shall be justified in considering any right, interest or claims of any other person in or upon
such Shares as non-existing, subject, however, to the condition that the foregoing shall deprive no person of any right
which he or she might have to demand the registration or a change in the registration of Shares.
Every shareholder must provide the Company with an address to which all notices and announcements from the
Company may be sent. Such address will also be entered in the Register of Shareholders. In the event that such a sha-
reholder does not provide such an address, the Company may permit a notice to this effect to be entered in the Register
of Shareholders and the shareholder's address will be deemed to be at the registered office of the Company, or such
other address as may be so entered by the Company from time to time, until another address shall be provided to the
Company by such a shareholder. The shareholder may, at any time, change his address as entered in the Register of
Shareholders by means of a written notification to the Company at its registered office, or at such other address as may
be set by the Company from time to time, with appropriate supporting documents satisfactory to the Company.
Art. 6. When the Board issues new Shares the subscription price shall be based on the Net Asset Value per Share of
the relevant Fund and Class of Shares determined on the relevant Valuation Date and increased by such charges and
commissions as the Prospectus may provide (the “Purchase Price”). The Purchase Price so determined shall be payable
within a period as determined by the Board and laid down in the Prospectus.
Subscriptions may, at the Company’s discretion, be paid by contributing securities acceptable to the Company, subject
to all applicable legal requirements. Only securities that are in compliance with the relevant Fund’s investment policy and
restrictions at the relevant time, as determined by the Company, may be contributed. The Prospectus will determine
who will bear the costs of such contribution of securities.
If, on any Valuation Date, any Fund receives subscription(s) for Shares with a combined value that exceeds a percentage
of its net assets as specified in the Prospectus, it will have the right to defer such subscription(s) in excess of such
percentage of its total net assets, pro rata to the outstanding subscription requests, until the next or subsequent Valuation
Date(s). (For this purpose, a switch of Shares of a given Fund into Shares of another Fund will be treated as a redemption
from the former and a subscription into the latter, the redemption being processed only when simultaneous subscription
into the new Fund has become possible.) The investors concerned will be promptly informed of this decision and will
have the right to withdraw their subscription request, or the portion that was deferred, as described in the Prospectus.
In the event that any Shares remain unpaid on or after the payment due date (as specified in the Prospectus), the
Company will have the right, at its discretion, to compulsorily redeem any fully-paid Shares that the Shareholder may
already hold, and/or any unpaid Shares, and to affect the proceeds of such redemption(s) to the payment of any amount
remaining due to the Company with respect to the unpaid Shares plus any related late-payment costs and reasonable
costs. The Shareholder will remain liable to the Company for the payment of any unpaid subscription amount and other
costs (including interest) not fully covered by such redemption proceeds.
Art. 7. The Board shall have the power to refuse to issue or register any transfer of Shares, or to impose such
restrictions as it may think necessary for the purpose of ensuring that no Shares are acquired or held by (a) any person
in breach of the law or requirement of any country or governmental authority or (b) any person in circumstances which
in the opinion of the Board might result in the Company incurring any liability to taxation or suffering any other pecuniary
disadvantage which the Company might not otherwise have incurred or suffered.
More specifically, the Company may restrict or prevent the ownership of Shares in the Company by any person, firm
or corporate body, and without limitation, by any "U.S. Person", as defined in Article 8 hereof, and any U.S. citizen or by
any shareholder who, but for such restriction, would beneficially own more than ten per cent of the Shares of the Company
or Shares of any Fund (each of them defined as a "Restricted Person"), and for such purposes the Company may:
a) decline to issue any Share and decline to register any transfer of a Share, where it appears to it that such registry
or transfer would or might result in beneficial ownership of such Share by a Restricted Person; and
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 may consider necessary
for the purpose of determining whether or not beneficial ownership of such shareholder's Shares rests or will rest in
Restricted Persons; and
c) where it appears to the Company that any Restricted Person , either alone or in conjunction with any other person
is a beneficial owner of Shares, compulsorily purchase from any such shareholder all Shares held by such shareholder in
the following manner:
(1) the Company shall send a notice (hereafter called the “Repurchase Notice") to the shareholder appearing in the
Register of Shareholders as the owner of the Shares to be repurchased, specifying the Shares to be repurchased as
aforesaid, the price to be paid for such Shares (respectively the way such price will be calculated) and the place at which
the Repurchase Price in respect of such Shares is payable, by posting such notice in a prepaid registered envelope ad-
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dressed to the shareholder at his address appearing in the books of the Company. Immediately after the close of business
on the date specified in the Repurchase Notice, such shareholder shall cease to be the owner of the Shares specified in
such notice and such Shares will be cancelled;
(2) the price at which the Shares specified in any Repurchase Notice shall be repurchased (herein called the "Repurchase
Price") shall be an amount based on the Net Asset Value per Share of the relevant Fund and Class, determined in accor-
dance with Article 22 hereof;
(3) payment of the Repurchase Price will be made to the owner of such Shares in the currency specified in the current
Prospectus and will be made by the Company to the shareholder’s address in the Register of Shareholders or to its bank
account as authorised by the Company or its agent in accordance with the relevant laws and regulations or deposited by
the Company with a bank in Luxembourg or elsewhere (as specified in the Repurchase Notice) for payment to such
owner upon verifications in accordance with the relevant laws and regulations. Upon payment or deposit of such price
as aforesaid no person shall have any further claim against the Company or its assets in respect thereof or of the cancelled
Shares, except the right of the shareholder appearing as the owner thereof to receive the price so deposited (without
interest) from such bank upon verifications in accordance with the relevant laws and regulations;
(4) the exercise by the Company of the powers conferred by this article shall not be questioned or invalidated in any
case, on the ground that there was insufficient evidence of ownership of Shares by any person or that the true ownership
of any Shares was otherwise than appeared to the Company at the date of any Repurchase Notice, provided that in such
case the said powers were exercised by the Company in good faith; and
d) decline to accept the vote of any Restricted Person, at any meeting of shareholders of the Company or at any
meeting of shareholders of any Class or Fund.
Art. 8. Whenever used in these Articles of Incorporation, the term "U.S. Person" shall have the meaning given to them
in the Prospectus.
Art. 9. Any regularly constituted meeting of the shareholders of the Company respectively of any Fund or Class thereof
shall represent the entire body of shareholders of the Company respectively of any Fund or Class. It shall have the broadest
powers to order, carry out or ratify acts relating to the operations of the Company respectively of any Fund or Class.
Art. 10. The annual general meeting of shareholders shall be held, in accordance with applicable law, in Luxembourg
at the registered office of the Company or at such other place in Luxembourg as may be specified in the notice of meeting,
on the last Tuesday of the month of July in each year, at 11 o'clock A.M.
If such day is a legal holiday, the annual general meeting shall be held on the next following business day, which is a day
(other than a Saturday or Sunday) on which banks are generally open for business in Luxembourg (a “Business Day”).
The annual general meeting may be held abroad if, in the absolute and final judgement of the Board, exceptional circums-
tances so require.
Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of
meeting.
Special meetings of the holders of Shares of any one Fund or Class or of several Funds or Classes may be convened
by the Board to decide on any matters relating to such one or more Fund(s) or Class(es) and/or to a variation of their
respective rights.
The quorums and notice periods required by applicable law shall govern the notice for and conduct of the meetings
of shareholders of the Company and any Fund(s) or Class(es) thereof, unless otherwise provided herein.
As long as the Share capital is divided into different Funds and/or Classes, the rights attached to the Shares of any Fund
or Class (unless otherwise provided by the terms of issue of the Shares of that Fund or Class) may, whether or not the
Company is being wound up, be varied with the sanction of a resolution passed at a separate general meeting of the
holders of the Shares of that Fund or Class by a majority of two-thirds of the votes cast at such separate general meeting.
To every such separate meeting the provisions of these Articles of Incorporation relating to general meetings shall mutatis
mutandis apply, but so that the minimum necessary quorum at every such separate general meeting shall be holders of
the Shares of the Fund or Class in question present in person or by proxy holding not less than one-half of the issued
Shares of that Fund or Class (or, if at any adjourned Fund or Class meeting of such holders a quorum as defined above
is not present, any one person present holding Shares of the Fund or Class in question or his proxy shall be a quorum).
Each Share of whatever Fund or Class and regardless of the Net Asset Value per Share within the Fund or Class is
entitled to one vote, subject to the limitations imposed by applicable law and by these Articles of Incorporation. A
shareholder may act at any meeting of shareholders by appointing another person as his proxy in writing.
Except as otherwise required by applicable law, resolutions at a meeting of shareholders duly convened will be passed
by a simple majority of the votes of the shareholders present or represented.
Shareholders participating in a shareholders’ meeting by visio conference or any other telecommunication methods
allowing for their identification shall be deemed present for the purpose of quorum and majority computation. Such
telecommunication methods shall satisfy such technical requirements that will enable the effective participation in the
meeting and the deliberations of the meeting shall be retransmitted on a continuous basis.
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The shareholders are authorised to cast their vote by ballot papers expressed in the English language or in any other
language as the Board may decide to accept. Any ballot paper shall contain the mentions and indications as required by
the Board, which may include inter alia: (i) the name and registered address of the relevant shareholder and/or their
shareholder account number with the Company, (ii) the total number of Shares held by the relevant shareholder, (iii) the
agenda of the general meeting, (iv) if the shareholder’s is not voting identically for all of his shares (which the Company
may presume is the case absent any indication to the contrary), indication by the relevant shareholder, with respect to
each of the proposed resolutions, of the number of shares for which the relevant shareholder is abstaining, voting in
favour of or against such proposed resolution. The ballot papers shall be delivered by hand, by post, by special courier
service using an internationally recognised courier company at the registered office of the Company or by fax at the fax
number of the registered office of the Company. Any ballot paper which does not bear any of the mentions or indications
as required by the Board and/or is received by the Company after the deadline as determined by the Board shall be
considered void and shall be disregarded for quorum purposes.
The Board may determine all other conditions that must be fulfilled by shareholders for them to take part in any
meeting of shareholders.
Art. 11. Shareholders will meet upon a call by the Board pursuant to notices setting forth the agenda sent to each
register shareholder at the shareholder’s address in the Register of Shareholders and, if required by law, published in
accordance with the requirements of applicable law.
If however, all of the shareholders are present or represented at a meeting of shareholders, and if they state that they
have been informed of the agenda of the meeting, the meeting may be held without prior notice or publication.
Art. 12. The Company shall be managed by a board of directors composed of at least three members who need not
be shareholders of the Company.
The Directors shall be elected by the shareholders at their annual general meeting, for a period ending at the next
annual general meeting and until their successors are elected and qualify, provided, however that a Director may be
removed with or without cause and/or replaced at any time by resolution adopted by the shareholders and that a Director
may retire, by notifying it to the Company in writing, without having to specify any reasons, before the end of the term
he was elected for.
In the event of a vacancy in the office of Director because of death, retirement or otherwise, the remaining Directors
may meet and may elect, by majority vote, a Director to fill such vacancy until the next meeting of shareholders.
Art. 13. The Board shall choose from its members a chairman, and may choose from its members one or more vice-
chairmen. It may also choose a secretary, who need not be a Director, who shall be responsible for keeping the minutes
of the meetings of the Board or of the shareholders. The Board shall meet upon call by the chairman, or two Directors,
at the place indicated in the notice of meeting.
The chairman shall preside at all meetings of shareholders and of the Board, but in his absence the shareholders or
the Board will appoint another Director (or, in the case of a shareholders meeting, any other person) as chairman pro
tempore by vote of the majority present at any such meeting.
The Board from time to time shall appoint a general manager, an administrative manager, a secretary or other officers
considered necessary for the operation and management of the Company. Any such appointment may be revoked at any
time by the Board. Officers need not be Directors or shareholders of the Company. The officers appointed, unless
otherwise stipulated in these Articles of Incorporation, shall have the powers and duties given to them by the Board.
Notice of any meeting of the Board shall be given in writing or by any other means of communication to all Directors
at least twenty-four hours in advance of the hour set for such meeting, except in circumstances of emergency, in which
case the nature of such circumstances shall be set forth in the notice of meeting. This notice may be waived by the consent
in writing or by cable, telegram, telex, facsimile, electronic mail or any similar communication means of a majority of
Directors. Separate notice shall not be required for individual meetings held at times and places prescribed in a schedule
previously adopted by resolution of the Board.
Any Director may act at any meeting of the Board by appointing in writing or by cable, telegram, telex, facsimile,
electronic mail or any similar communication means another Director as his proxy.
The Board can deliberate or act validly only if at least a majority of the Directors is present or represented at a meeting
of the Board. Decisions shall be taken by a majority of the votes of the Directors present or represented at such meeting.
The Directors may also approve by unanimous vote a circular resolution by expressing their consent on one or several
separate instruments in writing or by cable, telex, telegram, facsimile, electronic mail or any similar communication means
confirmed in writing, which shall together constitute appropriate minutes evidencing such decision.
The internal regulation of the Company may provide that the Directors participating in a meeting of the Board by visio
conference or any other telecommunication methods allowing for their identification shall be deemed present for the
purpose of quorum and majority computation. Such telecommunication methods shall satisfy such technical requirements
that will enable the effective participation in the meeting and the deliberations of the meeting shall be retransmitted on
a continuous basis.
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Art. 14. The minutes of any meeting of the Board shall be signed by the chairman or, in his absence, by the chairman
pro tempore who presided at such meeting.
Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the
chairman, or by the secretary, or by one Director.
Art. 15. The Board is vested with the broadest powers to perform all acts of administration and disposition, which in
its opinion are in the Company's interest. All powers not expressly reserved by applicable law or by these Articles of
Incorporation to the general meeting of shareholders may be exercised by the Board.
The Board may delegate its powers to conduct the daily management and affairs of the Company and its powers to
carry out acts in furtherance of the corporate policy and purpose, to physical persons or corporate entities which need
not be members of the Board, acting under the supervision of the Board.
The Board has in particular power to determine the corporate policy and the course of conduct of the management
and business affairs of the Company, provided however that the Company shall not effect such investments or activities
if in breach of such investment restrictions as may be imposed by Part I of the 2010 Law or applicable regulations, or as
shall be adopted from time to time by resolutions of the Board and as shall be described in any prospectus relating to
the offer of Shares.
In the determination and implementation of the investment policy the Board may cause the assets of the Company to
be invested in:
(i) any securities, instruments or other assets within the restrictions as shall be set forth by the Board in compliance
with the 2010 Law and applicable regulations and disclosed in the Prospectus, in particular but not limited to
(ii) transferable securities and money market instruments that are admitted to official listing on a stock exchange that
is regulated, operating regularly, recognized and open to the public (“Official Listing”), or that are dealt in on another
regulated market that operates regularly and is recognized and open to the public (a “Regulated Market”), as well as
(iii) recently issued transferable securities and money market instruments, provided that the terms of issue include an
undertaking that application will be made for admission to Official Listing or a Regulated Market and such admission is
achieved within one year of the issue.
The Company may invest up to 100 per cent of the net assets of any Fund, in accordance with the principle of risk
spreading, in different transferable securities and money market instruments issued or guaranteed by a member state of
the European Union (a “Member State”), by its local authorities or by any other State or by a public international body
of which one or more Member State(s) are member(s), provided the relevant Fund holds securities from at least six
different issues and securities from one issue do not account for more than 30 per cent of the total net assets of such
Fund.
The Board may decide that investments of any Fund may be made either directly or indirectly, as the Board may from
time to time decide and to the extent permitted by applicable law, through wholly-owned subsidiaries incorporated in
suitable jurisdictions. When investments of the Company are made in the capital of subsidiaries companies which exclu-
sively on its behalf carry on only the business of management, advice or marketing in the country where the subsidiary
is located, with regard to the redemption of units at the request of unitholders, paragraphs (1) and (2) of Article 48 of
the 2010 Law (or any amending provision) do not apply.
Reference in these Articles of Incorporation to “investments” and “assets” shall mean, as appropriate, either invest-
ments made or assets beneficially held through the aforesaid subsidiaries.
The Board may decide that investments of any Fund be made in financial derivative instruments, including equivalent
cash settled instruments, dealt in on a regulated market as referred to in the 2010 Law and/or financial derivative ins-
truments dealt in over-the-counter provided that, among others, the underlying consists of instruments covered by Article
41(1) of the 2010 Law (or any amending provision), financial indices, interest rates, foreign exchange rates or currencies
permitted by applicable law, in which the relevant Fund may invest according to its investment objectives as disclosed in
the Prospectus.
The Board may decide that investments of any Fund to be made with the aim to replicate certain stock or bond index
provided that the relevant index is recognised by the Luxembourg supervisory authority on the basis that it is sufficiently
diversified, represents an adequate benchmark for the market to which it refers and is published in any appropriate
manner.
The Company will in principle not invest more than 10% of the assets of any Fund in undertakings for collective
investment as defined in Article 41(1) of the 2010 Law (or any amending provision), unless provided otherwise in the
Prospectus with respect to a particular Fund.
A Fund can, under the conditions provided for in article 181 paragraph 8 of the 2010 Law, as may be amended, invest
in the shares issued by one or several other Funds of the Company.
Notwithstanding the 10% limit above, the Company can decide, under the conditions provided for in Chapter 9 of the
2010 Law, as may be amended, that a Fund (“Feeder”) may invest 85% or more of its assets in units or shares of another
UCITS (“Master”) authorised according to Directive 2009/65/EC (or a portfolio of such UCITS).
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Art. 16. No contract or other transaction between the Company and any other corporation or firm shall be affected
or invalidated by the fact that any one or more of the Directors or officers of the Company is interested in, or is a
director, associate, officer or employee of such other corporation or firm. Any Director or officer of the Company who
serves as a director, officer or employee of any corporation or firm with which the Company shall contract or otherwise
engage in business shall not, by reason of such affiliation with such other corporation or firm be prevented from consi-
dering and voting or acting upon any matters with respect to such contract or other business.
In the event that any Director or officer of the Company may have any personal interest in any transaction of the
Company, such Director or officer shall make known to the Board such personal interest and shall not consider or vote
on any such transaction, and such transaction, and such Director's or officer's interest therein, shall be reported to the
next succeeding meeting of shareholders. The preceding provisions do not apply if the decisions of the Board concern
the current operations of the Company entered into under normal conditions.
Art. 17. The Company may indemnify any Director or officer, and his heirs, executors and administrators, against
expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been a Director or officer of the Company, or, at its request, of any other corporation
of which the Company is a shareholder or creditor and from which he is not entitled to be indemnified, except in relation
to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or
misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered
by the settlement as to which the Company is advised by counsel that the person to be indemnified did not commit such
a breach of duty. The foregoing right of indemnification shall not exclude other rights to which he may be entitled.
Art. 18. The Company will be bound by the signature of one Director of the Company, or of any duly authorised
person, or in any other way determined by a resolution of the Board.
Art. 19. The Company shall appoint an auditor ("réviseur d'entreprises agréé") who shall carry out the duties prescribed
by applicable law.
Art. 20. As is more especially prescribed herein below, the Company has the power to redeem its own Shares at any
time within the sole limitations set forth by law. A shareholder of the Company may request the Company to purchase
all or lesser number of his Shares and the Company will in this case redeem such Shares within the sole limitations set
forth by law and by these Articles of Incorporation and the Prospectus and subject to any event giving rise to suspension
as referred to in Article 21 hereof. The shareholder will be paid a price per Share based on the Net Asset Value per
Share of the relevant Class of the relevant Fund as determined on the relevant Valuation Date, in accordance with the
provisions of Article 22 hereof and payable within 15 Business Days thereafter. If in exceptional circumstances beyond
the Company’s control it is not possible to make the payment within such period then such payment shall be made as
soon as reasonably practicable thereafter but without interest.
For the purpose of this article, a switch of Shares of a given Fund into Shares of another Fund will be treated as a
redemption from the former and a subscription into the latter.
Any repurchase request must be filed by such shareholder in irrevocable written form, at the registered office of the
Company in Luxembourg, or at the office of the person or entity designated by the Company as its agent for redemption
of Shares.
The Company will, if the shareholder requesting redemption so accepts, have the right to satisfy payment of the
redemption price in kind by allocating to such shareholder assets from the portfolio of the relevant Fund equal in value
to the value of the Shares to be redeemed. The nature and type of such assets will be determined at the Company’s
discretion on a fair and reasonable basis and without prejudicing the interests of the other shareholders and the valuation
used will be confirmed by an auditor's report. The Prospectus will determine who will bear the costs of such allocation
of securities.
If on any given date redemption and/or switch requests exceed a certain level determined by the Board in relation to
the number of Shares in issue of a specific class, the Board may decide that part or all of such requests for redemption
and/or switches will be deferred for a period and in a manner that the Board considers to be in the best interests of the
Company, as described in the Prospectus. On the next Valuation Date following that period, these redemption and switch
requests will be met in priority to later requests. If redemption(s) and/or switch(es) are deferred, the Company will
inform the shareholder(s) concerned accordingly.
The Company may compulsorily redeem the holding of a Shareholder in the event that:
- A redemption results in the holding of the redeeming Shareholder falling below the applicable minimum. (For this
purpose, a switch of Shares of a given Fund into Shares of another Fund will be treated as a redemption from the former
and a subscription into the latter);
- The Company has issued Shares to an investor but has not received cleared subscription monies on or after the
subscription payment due date (as further detailed in the Prospectus); or
- Ownership by the Shareholder would adversely affect the Company or any Fund or Class or the Investment Advisers.
Where expressly authorised by the Prospectus, upon receiving on any Valuation Date requests to redeem Shares
amounting to more than a certain percentage (defined in the Prospectus) of the total number of Shares of any Fund then
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in issue, the Company may, having regard to the fair and equal treatment of Shareholders, elect to distribute to the
redeeming Shareholder(s) assets of the relevant Fund whose value on the Company’s books at the time of the relevant
Valuation Date represents, as nearly as practicable, the same proportion of the relevant Fund’s assets, as the Shares for
which redemption applications have been received bear to the total of the Shares of such Fund then in issue, any balance
being paid in cash. (For this purpose, a switch of Shares of a given Fund into Shares of another Fund (see below) will be
treated as a redemption from the former and a subscription into the latter.) The fairness to all Shareholders of the basis
for such transfer of ownership and the valuation used will be confirmed by a report of the Company's auditor.
Any shareholder may request switch of whole or part of his Shares of a given Fund into Shares of another Fund,
provided that this possibility has expressively been given and at the conditions specified in the Prospectus, and that the
Board may impose such restrictions as to, inter alia, frequency of switches, and may make switches subject to payment
of such charge, as it shall determine in the Prospectus. Switches from Shares of one Class of a Fund into Shares of another
Class (of either the same or a different Fund) are not permitted, except as otherwise decided by the Board and/or as
specified in the Prospectus.
Art. 21. The Company may suspend the determination of the Net Asset Value and the issue and redemption of Shares
in any or all Fund(s) when:
(a) any market(s) or stock exchange(s) on which a material part of the investments of the relevant Fund(s) are quoted,
is/are closed, other than for official holidays, or when dealings are substantially restricted or suspended;
(b) the disposal of the assets of the relevant Fund(s) or the determination of their value is not possible due to a local,
regional or global crisis, a communications breakdown or similar circumstances;
(c) the reliable determination of the value of the assets of the relevant Fund(s) is not possible, despite the use of fair
valuation procedures as described in the Prospectus, due to exceptionally high levels of market volatility or similar cir-
cumstances;
(d) as a result of exchange or other restrictions or difficulties affecting the transfer or remittance of funds, transactions
are rendered impossible or impracticable, or when purchases and sales of assets cannot be effected at the normal rate
of exchange;
(e) a failure to do so might result in the relevant Fund(s) or Class(es) or the Company or Shareholders suffering any
financial disadvantage which might not otherwise have been suffered;
(f) the Company, any Fund(s) or Class(es) are liquidated or merged;
(g) following a decision to merge a Class, a Fund or the Company, if justified with a view to protecting the interest of
Shareholders; or
(h) in case a Fund is a Feeder of another UCITS (or a sub-fund thereof), if the net asset value calculation of the Master
UCITS (or the sub-fund thereof) is suspended.
The suspension as to any Fund will have no effect on the calculation of the Net Asset Value and the issue and redemption
of the Shares of any other Fund.
The Company will suspend the issue and redemption of Shares forthwith (i) in the case of a voluntary decision to
liquidate the Company, on or after the day of publication of the first notice convening the general meeting of shareholders
for this purpose, or (ii) upon the occurrence of an event causing it to enter into liquidation, or (iii) upon the order of the
Luxembourg supervisory authority.
Any suspension shall be publicised by the Company in an appropriate manner to the persons likely to be affected
thereby. Shareholders requesting redemption of their Shares will be notified of such suspension in writing, or through
any other practicable communication means, within 7 days of their request and will be promptly notified of the termination
of such suspension.
Art. 22. The Net Asset Value per Share and the Offering and Redemption Prices of Shares of each Class of each Fund
shall be determined in the relevant currency of denomination of such Class of such Fund at least once a month, on days
determined by the Board and specified in the Prospectus (a "Valuation Date") during which banks are open for business
in the Grand Duchy of Luxembourg.
The Net Asset Value per Share of each Class of each Fund is computed by dividing the proportion of the assets of the
Company properly allocable to the relevant Class of the relevant Fund, less the proportion of the liabilities of the Company
properly allocable to such Class of such Fund, by the total number of Shares of such Class of such Fund issued and
outstanding as of the relevant Valuation Date.
The assets shall be valued in accordance with the principles detailed in the Prospectus and as laid down in valuation
regulations and guidelines approved by the Board from time to time (the "Valuation Regulations").
The valuation of the Net Asset Value of each Class of each Fund shall be made in the following manner:
(1) The assets of the Company shall be deemed to include:
(i) all cash in hand or receivable or on deposit, including accrued interest;
(ii) all bills and notes payable on demand and any amounts due (including the proceeds of securities sold but not yet
collected);
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(iii) all securities, shares, bonds, debentures, options or subscription rights and any other investments and securities
belonging to the Company;
(iv) all dividends and distributions due to the Company in cash or in kind to the extent known to the Company provided
that the Company may adjust the valuation for fluctuations in the market value of securities due to trading practices such
as trading ex-dividend or ex-rights;
(v) all accrued interest on any interest bearing securities held by the Company except to the extent such interest is
comprised in the principal thereof;
(vi) the preliminary expenses of the Company insofar as the same have not been written off;
(vii) the liquidating value of all futures and forward contracts and all call or put options the Company has an open
position in; and
(viii) all other permitted assets of any kind and nature including prepaid expenses.
(2) The value of assets of the Company shall be determined as follows:
(i) the value of any cash in hand or on deposit, discount notes, bills and demand notes and accounts receivable, prepaid
expenses, cash dividends and interest declared or accrued as aforesaid and not yet received, shall be deemed to be the
full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof
shall be arrived at after making such discount as the Board may consider appropriate in such case to reflect the true value
thereof;
(ii) the value of all portfolio securities which are listed on an official stock exchange shall generally be based on the last
relevant available price or such other price as further described in the Prospectus of the Company, the value of all portfolio
securities which are traded on any other regulated market will be valued at the last relevant available price on the principal
market on which such securities are traded or such other price as further described in the Prospectus of the Company,
and/or as furnished by a pricing service approved by the Board; and other securities may be valued at the relevant Valuation
Date’s price supplied by, or yield equivalents obtained from one or more dealers or such pricing services. If such prices
cannot be obtained or are not representative of the fair value, such securities will be valued at a fair value at which it is
expected that they may be resold, as determined in good faith by and under the direction of the Board;
(iii) money market instruments shall be valued at nominal value plus any accrued interest or using an amortised cost
method, subject to the provisions of the Prospectus. This amortised cost method may result in periods during which the
value deviates from the price the relevant Fund would receive if it sold the investment. The relevant investment adviser
of the Company will, from time to time, assess this method of valuation and recommend changes, where necessary, to
ensure that such assets will be valued at their fair value as determined in good faith pursuant to the procedure established
by the Board. If the investment adviser believes that a deviation from the amortised cost per Share may result in a material
dilution or other unfair results to Shareholders, the investment adviser shall take such corrective action, if any, as he
deems appropriate, to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results;
(iv) securities issued by open-ended investment funds shall be valued at their last available relevant net asset value or
in accordance with item (ii) above where such securities are listed, subject to the provisions of the Prospectus;
(v) swaps will be valued at the net present value of their cash flows or as described in the Prospectus;
(vi) the liquidating value of futures, forward or options contracts not traded on exchanges or on other organised
markets shall mean their net liquidating value determined, pursuant to policies established by the Board, on a basis
consistently applied for each different variety of contracts. The liquidating value of futures, forwards or options contracts
traded on exchanges or other organised markets shall be based upon the last available settlement prices of these contracts
on exchanges and organised markets on which the particular futures, forwards or options contracts are traded by the
Company; provided that if futures, forwards or options contracts could not be liquidated on the day with respect to
which the net assets are being determined, the basis for determining the liquidating value of such contracts shall be such
value as the Board may deem fair and reasonable.
The Board in its discretion may permit some other method of valuation to be used if it considers that such valuation
better reflects the fair value of any asset of the Company.
(3) The liabilities of the Company shall be deemed to include:
(i) all borrowings, bills and other amounts due;
(ii) all administrative expenses due or accrued as specified in the Prospectus, including but not limited to the costs of
its incorporation and registration as well as all legal, audit, quality controlling, management, custodial, transfer agency,
registrar, paying agency and corporate and central administration agency fees and expenses, the costs of buying and selling
portfolio securities, legal publications, prospectuses, financial reports and other documents available to shareholders,
governmental charges, registration, publication and translation costs relating to the registration of Shares in foreign ju-
risdictions, reporting expenses (including in particular tax filings in various jurisdictions), communications, the remune-
ration of the directors and, where applicable, the “Dirigeants” (unless they have declined such compensation) and their
reasonable out-of-pocket expenses, reasonable marketing, advertisement and investor servicing expenses and generally
any other expenses arising from the administration of the Company;
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(iii) all known liabilities, due or not yet due including all matured contractual obligations for payments of money or
property, including the amount of all dividends declared by the Company for which no coupons have been presented and
which therefore remain unpaid until the day these dividends revert to the Company by prescription;
(iv) any appropriate amount set aside for taxes due on the date of the valuation and any other provisions of reserves
authorised and approved by the Board; and
(v) any other liabilities of the Company of whatever kind towards third parties.
(4) The Board shall establish a portfolio of assets for each Fund in the following manner:
(i) the proceeds from the allotment and issue of Shares of each Fund shall be applied in the books of the Company to
the Fund established and the assets and liabilities and income and expenditure attributable thereto shall be applied to
such Fund, subject to the provisions of the Articles of Incorporation.
(ii) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Company
to the same Fund as the assets from which it was derived and on each valuation of an asset, the increase or diminution
in value shall be applied to the relevant Fund;
(iii) where the Company incurs a liability which relates to any asset of a particular Fund or to any action taken in
connection with an asset of a particular Fund, such liability shall be allocated to the relevant Fund; the liabilities shall be
segregated on a Fund basis with third party creditors having recourse only to the assets of the Fund concerned;
(iv) in the case where any asset or liability of the Company cannot be considered as being attributable to a particular
Fund, such asset or liability shall be allocated by the Board, after consultation with the auditors, in a way considered to
be fair and reasonable having regard to all relevant circumstances;
(v) upon the record date for the determination of any dividend declared on any Fund, the Net Asset Value of such
Fund shall be reduced by the amount of such dividend;
(vi) these rules shall mutatis mutandis apply to the allocation of assets and liabilities between Classes of Shares within
a Fund.
(5) For the purpose of valuation under this Article:
(i) shares to be redeemed under Article 20 hereof shall be treated as existing and taken into account until immediately
after the dealing cut-off time, as defined in the Prospectus on the relevant Valuation Date, and from such time and until
paid, the price therefore shall be deemed to be a liability of the Company;
(ii) all investments, cash balances and other assets of any Fund shall be valued after taking into account the prevailing
market rate or rates of exchange in force at the date of determination of the Net Asset Value of the relevant Fund;
(iii) any assets or liabilities initially expressed in terms of currencies other than the denomination currency of a Fund
(a “Denomination Currency”) will be translated into the Denomination Currency of such Fund at the prevailing market
rates at the time of valuation. The Net Asset Value per Share will be rounded to two decimal places, except as otherwise
provided in the Prospectus;
(iv) where a Class of a Fund is available in a currency other than the Denomination Currency, the Net Asset Value
per Share of such Class of such Fund will be translated into such currency at the prevailing market rate on the Valuation
Date and rounded to the nearest relevant currency unit;
(v) effect shall be given on any Valuation Date to any purchases or sales of securities contracted for by the Company
on such Valuation Date, to the extent practicable.
All Valuation Regulations and determinations shall be in accordance with generally accepted accounting principles. In
the absence of bad faith, gross negligence and manifest error, the Valuation Regulations and every decision taken by the
Board or by a delegate of the Board calculating the Net Asset Value shall be final and binding on the Company and present,
past or future shareholders. The result of each calculation of the Net Asset Value and the Net Asset Value per Share
shall be certified by a Director or a duly authorised person.
Art. 23. The accounting year of the Company shall begin on the first of April of each year and shall terminate on the
thirty-first of March of the following year.
The accounts of the Company shall be expressed in United States Dollars or in respect of any Fund, in such other
currency or currencies as the Board may determine. Where there shall be different Funds as provided for in Article 5
hereof, and if the accounts within such Funds are maintained in different currencies, such accounts shall be converted
into United States Dollars and added together for the purpose of determination of the consolidated accounts of the
Company. The annual accounts, including the balance sheet and profit and loss account, the Board report and the notice
of the annual general meeting will be sent and/or published and made available in accordance with applicable law.
Art. 24. The general meeting of shareholders of each Fund shall, upon the proposal of the Board in respect of each
Fund, determine how the annual profits shall be disposed of in respect of the relevant Fund. Dividends in respect of any
Fund or Class, if any, will be declared on the number of Shares outstanding in respect of such Fund or Class at the dividend
record date, as that date is determined by the Board in the case of an interim dividend or by the general meeting of
shareholders of the Company in the case of the final dividend, and will be paid to the holders of such Shares in compliance
with the conditions set forth by applicable law and the Prospectus.
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The dividends declared, if any, will be paid in such currencies as selected by the Board and may be paid at such places
and times as may be determined by the Board. The Board may make a final determination of the rate of exchange applicable
to translate dividend monies into the currency of their payment. Stock dividends may be declared.
The Board may resolve to pay interim dividends in respect of any Fund in accordance with applicable law and the
provisions of the Prospectus.
Art. 25. Any funds to which shareholders are entitled upon the liquidation of the Company and which are not claimed
by those entitled thereto prior to the close of the liquidation process shall be deposited for the persons entitled thereto
at the Caisse des Consignations in Luxembourg in accordance with applicable law.
Art. 26. 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 meeting of shareholders deciding such dissolution and which
shall determine their powers and their compensation.
The net proceeds of liquidation corresponding to each Class of each Fund shall be distributed by the liquidators to
the holders of Shares of each Class of each Fund in proportion of their holding of Shares in such Class of such Fund.
The Board may decide to close down one Fund or Class if the net assets of such Fund or Class fall below, or has not
reached, an amount determined by the Board to be the minimum level for such Fund or Class to be operated in an
economically efficient manner, or as a matter of economic rationalisation, or if a change in the economic or political
situation relating to the Fund or Class concerned would justify such closing down or, if for other reasons the Board
believes it is required for the interests of the shareholders. The decision of the closing down, with appropriate details
and information, will be published in the newspapers determined by the Board and/or sent to the shareholders and/or
communicated via other means as provided by applicable law or otherwise deemed appropriate by the Board prior to
the effective date of the closing down. Unless the Board otherwise decides in the interests of, or to keep equal treatment
between the shareholders, the shareholders of the Fund or Class concerned may continue to request redemption or, if
available, switch of their Shares. Assets which could not be distributed to their beneficiaries upon the close of the closing
down of the Fund or Class concerned will be deposited with the Caisse de Consignation on behalf of their beneficiaries.
The Board may decide, in accordance with legal and regulatory requirements, to close down one Class of a Fund by
contribution into another Class of the same Fund. Such decision will be communicated in the same manner as described
in the preceding paragraph. Such publication will be made before the date on which the amalgamation becomes effective,
in accordance with applicable laws and regulations, in order to enable shareholders to request redemption of their Shares,
free of charge, before the operation involving contribution into such other Class becomes effective.
In accordance with the provisions of the 2010 Law, the assets of a Fund may be transferred into another Fund of the
Company or to the assets of another UCITS (whether established in Luxembourg or another Member State and whether
such UCITS is incorporated as a company or is a contractual type fund) or to the assets of a sub-fund of another such
UCITS (the “new sub-fund”) and the Share(s) of the relevant Fund re-qualified as shares of one or several new Funds
(following a split or a consolidation, if necessary, and the payment to Shareholders of the full amount of fractional shares).
The Company shall send a notice to the shareholders of the relevant Funds in accordance with the provisions of CSSF
Regulation 10-5. Every shareholder of the relevant Funds shall have the opportunity of requesting the redemption or the
conversion of his own shares without any cost (other than the cost of disinvestment) during a period of at least 30 days
before the effective date of the merger, it being understood that the effective date of the merger takes place five business
days after the expiry of the such notice period.
A merger having as effect that the Company as a whole will cease to exist must be decided by the shareholders of the
Company before notary. No quorum is required and the decision shall be taken at a simple majority of the shareholders
present or represented and voting.
In the event that the Board determines that it is required for the interests of the shareholders of the relevant Fund
or Class or that a change in the economic or political situation relating to the Fund or Class concerned has occurred
which would justify it, the reorganisation of one Fund or Class, by means of a division into two or more Funds or Classes,
may be decided by the Board. In case such a division of a Fund falls within the definition of a “merger” as provided for in
the 2010 Law, the provisions relating to fund mergers described above shall apply. Such decision will be published in the
same manner as described above. Such publication will be made before the date on which the reorganisation becomes
effective, in accordance with applicable law, in order to enable the shareholders to request redemption of their Shares,
free of charge before the operation involving division into two or more Funds or Classes becomes effective.
Decisions of closing down a Fund or a Class, contribution of a Class into another Class of the same Fund or division
of a Class or Fund may also be decided by a separate Fund or Class meeting of the shareholders of the Fund or Class
concerned where no quorum is required and the decision is taken at the simple majority of the Shares voting at the
meeting.
Art. 27. These Articles of Incorporation may be amended from time to time by a meeting of shareholders, subject to
the quorum and voting requirements provided by applicable law.
Art. 28. All matters not governed by these Articles of Incorporation shall be determined in accordance with applicable
law.
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<i>Second resolutioni>
The shareholders resolve that the restated articles of incorporation will solely be available in English and will not be
followed by a French translation.
<i>Third resolutioni>
The shareholders resolve that the decision that the effective date of the changes is 21 December 2011.
There being no further item on the agenda the Chairman closed the meeting at 4.00 p.m.
The undersigned notary who understands and speaks English, states herewith that on request of the above appearing
persons, the present deed is worded in English.
Whereof this notarial deed was drawn up in Luxembourg on the day named at the beginning of this document.
The document having been read to the appearing persons, all of whom are known to the notary by their surnames,
names, civil status and residences, the appearing persons signed together with the notary, the present original deed.
Signé: X. ROUVIERE, S. WEYAND, M. MARANGELLI et H. HELLINCKX.
Enregistré à Luxembourg A.C., le 30 décembre 2011. Relation: LAC/2011/59240. Reçu soixante-quinze euros (75,-
EUR).
<i>Le Receveuri>
(signé): I. THILL.
POUR EXPEDITION CONFORME, délivrée à la société sur demande, aux fins de la publication au Mémorial, Recueil
des Sociétés et Associations.
Luxembourg, le 10 janvier 2012.
Référence de publication: 2012005585/639.
(120005732) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 janvier 2012.
Henderson Fund SICAV, Société d'Investissement à Capital Variable.
Siège social: L-2530 Luxembourg, 4A, rue Henri M. Schnadt.
R.C.S. Luxembourg B 133.417.
In the year two thousand and eleven, on the twenty-third of December.
Before us Maître Henri Hellinckx, notary residing in Luxembourg,
was held an extraordinary general meeting of shareholders of “HENDERSON FUND SICAV”, having its registered
office at Hesperange, Grand Duchy of Luxembourg (the “Company”), incorporated on November 9, 2007, the articles
of incorporation of which (the “Articles of Incorporation”) were published in the Mémorial C, Recueil des Sociétés et
Associations (the “Mémorial C”), on December 7, 2007 and registered with the Luxembourg Trade and Companies
Register under n° B 133.417. The Articles of Incorporation were amended for the last time by deed of Maître Henri
Hellinckx of April 14, 2010, published in the Mémorial C, number 1209 of June 9, 2010.
The meeting is opened with Mr Tony Sugrue, employee, residing professionally in Luxembourg, in the chair,
Mrs Cécile Bruyant, employee, residing professionally in Hesperange, is appointed secretary.
The meeting appoints as scrutineer Mr Emmanuel Gilson de Rouvreux, employee, residing professionally in Hespe-
range.
The chairman then declared and requested the notary to declare the following:
I.- That the present extraordinary general meeting has been convened by notices containing the agenda sent to the
shareholders on December 5, 2011 and published in the Mémorial, Recueil Spécial C and the Luxemburger Wort on
December 5, 2011 and on December 14, 2011.
II.- That the shareholders present or represented and the number of shares held by each of them are shown on an
attendance list, signed by the chairman, the secretary, the scrutineer and the undersigned notary. The said list as well as
the proxies will be annexed to this document to be filed with the registration authorities.
III.- That it appears from the attendance list, that out of 1,670,451.67 shares in circulation, 1,069,643.18 shares are
present or represented at the present extraordinary general meeting, so that the meeting can validly decide on all the
items of the agenda.
IV.- That the agenda of the present meeting is the following:
<i>Agenda:i>
1. To amend article 3 to replace the references to the law of 20 December 2002 and to the 2002 Law by references
to the law of 17 December 2010 and the 2010 Law respectively.
2. To amend article 4 to replace the references to “Hesperange” by references to “Luxembourg” and to resolve that
the registered office of the Company shall be transferred to L-2530 Gasperich, 4A, rue Henri Schnadt, Grand Duchy of
Luxembourg.
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3. To amend article 5 to replace the reference to the 2002 Law by a reference to the 2010 Law.
4. To amend article 8 (i) by adding a provision allowing the board of directors to impose such restrictions as it, in its
discretion, may think necessary for the purpose of ensuring that no shares in the Company are acquired or held by or
on behalf of any person, firm or corporate entity, determined in the sole discretion of the board of directors as being
not entitled to subscribe for or hold shares in the Company (ii) to update the definition of “US person”, (iii) to replace
the reference to Article 129 of the 2002 Law by a reference to Article 174 of the 2010 Law.
5. To amend article 16 (i) to replace the references to the 2002 Law by a reference to the 2010 Law, (ii) to provide
that one Fund of the Company can, under the conditions of the law of 17 December 2010, invest into one or several
other Funds of the Company and (iii) to allow for the possibility of creating feeder Funds.
6. To amend article 20 to replace the reference to the 2002 Law by a reference to the 2010 Law.
7. To amend article 22 to add a paragraph j) providing that the determination of the net asset value of Shares may be
suspended in case of a merger of a Fund or of the Company and to add a paragraph k) providing that that the determination
of the net asset value of Shares of a Fund that is a feeder fund may be suspended in case of suspension of the determination
of the net asset value of Shares of the master fund.
8. To amend article 27 to add a paragraph allowing the Company to operate income equalisation arrangements to
ensure the level of dividends payable is not affected by the issue or redemption of shares in a Sub-Fund or class of shares.
9. To amend article 28 by replacing the references to the 2002 Law by references to the 2010 Law.
10. To amend article 29 by providing that liquidation proceeds that are unclaimed will immediately be deposited with
the Caisse de Consignation and by deleting the last paragraph and replace it by two new paragraphs on the merger
provisions applicable to Fund mergers and to a merger of the Company.
11. To amend article 31 to replace the reference to the 2002 Law by a reference to the 2010 Law.
12. To decide that the restated articles of the Company be solely drafted in English and be not followed by a French
translation.
13. That the effective date of the changes is 23 December 2011.
Then the meeting, after deliberation, took the following resolutions by 25,010 votes in favour of the resolutions and
by 1,044,632 abstentions:
<i>First resolutioni>
The Meeting resolves to amend article 3 in order to replace the references to the law of 20 December 2002 and to
the 2002 Law by references to the law of 17 December 2010 and the 2010 Law respectively.
<i>Second resolutioni>
The Meeting resolves to amend article 4 in order to replace the references to “Hesperange” by references to “Lu-
xembourg” and resolves that the registered office of the Company shall be transferred to L-2530 Gasperich, 4A, rue
Henri Schnadt, Grand Duchy of Luxembourg.
<i>Third resolutioni>
The Meeting resolves to amend article 5 to replace the reference to the 2002 Law by a reference to the 2010 Law.
<i>Fourth resolutioni>
The Meeting resolves to amend article 8 (i) by adding a provision allowing the board of directors to impose such
restrictions as it, in its discretion, may think necessary for the purpose of ensuring that no shares in the Company are
acquired or held by or on behalf of any person, firm or corporate entity, determined in the sole discretion of the board
of directors as being not entitled to subscribe for or hold shares in the Company (ii) to update the definition of “US
person”, (iii) to replace the reference to Article 129 of the 2002 Law by a reference to Article 174 of the 2010 Law.
<i>Fifth resolutioni>
The Meeting resolves to amend article 16 (i) to replace the references to the 2002 Law by a reference to the 2010
Law, (ii) to provide that one Fund of the Company can, under the conditions of the law of 17 December 2010, invest
into one or several other Funds of the Company and (iii) to allow for the possibility of creating feeder Funds.
<i>Sixth resolutioni>
The Meeting resolves to amend article 20 to replace the reference to the 2002 Law by a reference to the 2010 Law.
<i>Seventh resolutioni>
The Meeting resolves to amend article 22 to add a paragraph j) providing that the determination of the net asset value
of Shares may be suspended in case of a merger of a Fund or of the Company and to add a paragraph k) providing that
that the determination of the net asset value of Shares of a Fund that is a feeder fund may be suspended in case of
suspension of the determination of the net asset value of Shares of the master fund.
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<i>Eighth resolutioni>
The Meeting resolves to amend article 27 to add a paragraph allowing the Company to operate income equalisation
arrangements to ensure the level of dividends payable is not affected by the issue or redemption of shares in a Sub-Fund
or class of shares.
<i>Ninth resolutioni>
The Meeting resolves to amend article 28 by replacing the references to the 2002 Law by references to the 2010 Law.
<i>Tenth resolutioni>
The Meeting resolves to amend article 29 by providing that liquidation proceeds that are unclaimed will immediately
be deposited with the Caisse de Consignation and by deleting the last paragraph and replace it by two new paragraphs
on the merger provisions applicable to Fund mergers and to a merger of the Company.
<i>Eleventh resolutioni>
The Meeting resolves to amend article 31 to replace the reference to the 2002 Law by a reference to the 2010 Law.
<i>Twelfth resolutioni>
The Meeting resolves that the restated articles of the Company be solely drafted in English and be not followed by a
French translation.
The articles of incorporation will now read as follows:
Art. 1. There exists among the subscriber and all those who may become holders of shares, a corporation in the form
of a “société anonyme“ qualifying as a “société d'investissement à capital variable” under the name of “HENDERSON
FUND SICAV” (the “Corporation”).
Art. 2. The Corporation is established for an indefinite period. The Corporation may be dissolved at any time by a
resolution of the shareholders adopted in the manner required for amendment of these articles of incorporation of the
Corporation (the “Articles of Incorporation”).
Art. 3. The exclusive object of the Corporation is to place the funds available to it in transferable securities, money
market instruments, and other permitted assets referred to in Part I of the law of 17th December 2010 relating to
undertakings for collective investment, as amended (the “2010 Law”), including shares or units of other undertakings for
collective investment, with the purpose of spreading investment risks and affording its shareholders the results of the
management of its portfolio.
The Corporation may take any measures and carry out any operation which it may deem useful in the accomplishment
and development of its purpose to the fullest extent permitted by the 2010 Law.
Art. 4. The registered office of the Corporation is established in the municipality of Luxembourg, in the Grand Duchy
of Luxembourg. It may be transferred within the municipality of Luxembourg by single resolution of the board of directors
to be published as required by the law. Wholly owned subsidiaries, branches or other offices may be established either
in Luxembourg or abroad by resolution of the board of directors.
In the event that the board of directors determines that extraordinary political, military, economic or social develop-
ments have occurred or are imminent that would interfere with the normal activities of the Corporation at its registered
office, or with the ease of communication between such office and persons abroad, the registered office may be tempo-
rarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall
have no effect on the nationality of the Corporation which, notwithstanding the temporary transfer of its registered office,
will remain a Luxembourg corporation.
Art. 5. The capital of the Corporation shall be represented by shares of no par value and shall at any time be equal to
the total net assets of the Corporation as defined in Article twenty-three hereof.
The minimum capital of the Corporation shall be the minimum required by the 2010 Law.
The board of directors is authorised without limitation to issue further shares to be fully paid at any time at a price
based on the net asset value per share or the respective net asset values per share determined in accordance with Article
twenty-three hereof without reserving to the existing shareholders a preferential right to subscription of the shares to
be issued.
The board of directors may delegate to any duly authorised director or officer of the Corporation or to any other
duly authorised person or entity, the duty of accepting subscriptions and of delivering and receiving payment for such
new shares.
Such shares may, as the board of directors shall determine, be of different classes and the proceeds of the issue of
each class of shares shall be invested pursuant to Article three hereof in transferable securities, money market instruments
or other assets corresponding to such geographical areas, industrial sectors or monetary zones, or to such specific types
of equity or debt securities, as the board of directors shall from time to time determine in respect of each class of shares.
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The board of directors may further decide to create within each class of shares two or more sub-classes whose assets
will be commonly invested pursuant to the specific investment policy of the class concerned but where different currency
hedging techniques and/or subscription, conversion or redemption fees and management charges and/or distribution
policies, minimum subscription or holding amount or any other specific feature may be applied. If sub-classes are created,
references to “classes” in these Articles of Incorporation should, where appropriate, be construed as references to such
“sub-classes”.
For the purpose of determining the capital of the Corporation, the net assets attributable to each class shall, if not
expressed in USD be translated into USD and the capital shall be the total net assets of all the classes.
Art. 6. The Corporation shall only issue shares in registered form. Shareholders will receive a confirmation of their
shareholding.
Shares may be issued only upon acceptance of the subscription and after receipt of the purchase price. The purchase
price shall be payable not later than five business days after the date on which the applicable net asset value was determined
or such shorter delay as the board of directors may determine from time to time. The subscriber will, without undue
delay, upon acceptance of the subscription and receipt of the purchase price, receive title to the shares purchased by him
and upon application obtain delivery of definitive confirmation of his shareholding.
The purchase price (not including the sales charge, if any) may, upon approval of the board of directors, and subject
to all applicable laws, namely with respect to a special report issued by the independent auditors of the Corporation
confirming the value of any assets contributed in kind, be paid by contributing to the Corporation securities acceptable
to the board of directors consistent with the investment policy and investment restrictions of the Company.
Payments of dividends, if any, will be made to shareholders, at their address in the register of shareholders or to
designated third parties.
All issued shares of the Corporation shall be inscribed in the register of shareholders, which shall be kept by the
Corporation or by one or more persons designated therefore by the Corporation and such register shall contain the
name of each holder of shares, his residence or elected domicile and the number of shares held by him. Every transfer
of share shall be entered in the register of shareholders.
Transfer of shares shall be effected by written declaration of transfer to be inscribed in the register of shareholders,
dated and signed by the transferor and transferee, or by persons holding suitable powers of attorney to act therefore.
The Corporation may also recognise any other evidence of transfer satisfactory to it.
Every shareholder must provide the Corporation with an address to which all notices and announcements from the
Corporation may be sent. Such address will also be entered in the register of shareholders.
In the event that such shareholder does not provide such an address, the Corporation may permit a notice to this
effect to be entered in the register of shareholders and the shareholder's address will be deemed to be at the registered
office of the Corporation, or such other address as may be so entered by the Corporation from time to time, until
another address shall be provided to the Corporation by such shareholder. The shareholder may, at any time, change his
address as entered in the register of shareholders by means of a written notification to the Corporation at its registered
office, or at such other address as may be set by the Corporation from time to time.
Fractions of shares may be issued.
Art. 7. If any shareholder can prove to the satisfaction of the Corporation that his confirmation of shareholding has
been mislaid or destroyed, then, at his request, a duplicate confirmation of shareholding may be issued under such con-
ditions and guarantees as the Corporation may determine. At the issuance of the new confirmation of shareholding, on
which it shall be recorded that it is a duplicate, the original confirmation of shareholding in place of which the new one
has been issued shall become void.
Mutilated confirmations of shareholding may be exchanged for new ones by order of the Corporation. The mutilated
confirmations shall be delivered to the Corporation and shall be annulled immediately.
The Corporation may, at its election, charge the shareholder for the costs of a duplicate or of a new confirmation of
shareholding and all reasonable expenses undergone by the Corporation in connection with the issuance and registration
thereof, or in connection with the annulment of the old confirmation of shareholding.
Art. 8. The Corporation shall have power to impose such restrictions as it, in its discretion, may think necessary for
the purpose of ensuring that no Shares in the Corporation are acquired or held by or on behalf of any person, firm or
corporate entity, determined in the sole discretion of the Corporation as being not entitled to subscribe for or hold
shares in the Corporation or, as the case may be, (a) any person in breach of the law or requirement of any country or
governmental authority or (b) any person in circumstances which in the opinion of the board of directors might result
in the Corporation incurring any liability to taxation or suffering any other pecuniary disadvantage which the Corporation
might not otherwise have incurred or suffered. In addition to the foregoing, the Corporation may determine to restrict
or suspend the issuance of shares of a Fund and/or the conversion into shares of those of the relevant Fund, even for an
undetermined duration when it is in the interest of the Corporation and/or its Shareholders to do so, including when the
Corporation or any class reaches a size that could impact the ability to find suitable investments for the Corporation or
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class. More specifically, the Corporation may restrict or prevent the ownership of shares by any “U.S. person” or any
“Indian resident” as defined hereafter. For such purposes the Corporation may:
a) decline to issue any share and decline to register any transfer of a share, where it appears to it that such registration
or transfer would or might result in beneficial ownership of such share by a person who is precluded from holding such
shares or might result in beneficial ownership of such shares by any person who is a national of, or who is resident or
domiciled in a specific country determined by the board of directors exceeding the maximum percentage fixed by the
board of directors of the Corporation's capital which can be held by such persons (the “maximum percentage”) or might
entail that the number of such persons who are shareholders of the Corporation exceeds a number fixed by the board
of directors (the “maximum number”); and/or
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 may consider necessary
for the purpose of determining whether or not beneficial ownership of such shareholder's shares rests or will rest in a
US person or a person who is a national of, or who is resident or domiciled in such other country determined by the
board of directors; and/or
c) where it appears that a holder of shares of a class restricted to institutional investors (within the meaning of the
Luxembourg law) is not an institutional investor, the Corporation will either redeem the relevant shares or convert such
shares into shares of a class which is not restricted to institutional investors (provided there exists such a class with
similar characteristics) and notify the relevant shareholder of such conversion; and/or
d) where it appears to the Corporation that any person who is a national of, or who is resident or domiciled in any
such country determined by the board of directors, either alone or in conjunction with any other person is a beneficial
owner of shares or holds shares in excess of the maximum percentage or would entail that the maximum number or
maximum percentage would be exceeded or has produced forged certificates and guarantees or has omitted to produce
the certificates or guarantees determined by the board of directors, compulsorily redeem from any such shareholder all
or part of shares held by such shareholder in the following manner:
1) The Corporation shall serve a notice (hereinafter called the “redemption notice”) upon the shareholder holding
such shares or appearing in the register of shareholders as the owner of the shares to be redeemed, specifying the shares
to be redeemed as aforesaid, the redemption price as defined in item 2) below to be paid for such shares, and the place
at which the redemption proceeds in respect of such shares is payable. Any such notice may be served upon such
shareholder by posting the same in a prepaid registered envelope addressed to such shareholder at his last address known
to or appearing in the books of the Corporation. The said shareholder shall thereupon forthwith be obliged to deliver
without undue delay to the Corporation the confirmation of shareholding representing the shares specified in the re-
demption notice. Immediately after the close of business on the date specified in the redemption notice, such shareholder
shall cease to be a shareholder and the shares previously held or owned by him shall be cancelled.
2) The price at which the shares specified in any redemption notice shall be redeemed (hereinafter referred to as “the
redemption price”) shall be the net asset value of shares that will be calculated, in accordance with Article twentyone
hereof, on the Valuation Day as determined by the board of directors in the redemption notice.
3) Payment of the redemption price will be made to the owner of such shares in the currency in which the net asset
value of the shares of the class concerned is determined except in periods of exchange restrictions and the redemption
price will be deposited with a bank in Luxembourg or elsewhere (as specified in the redemption notice) for payment to
such owner upon surrender of the confirmation of shareholding, specified in such notice. Upon deposit of such price as
aforesaid no person interested in the shares specified in such redemption notice shall have any further interest in such
shares or any of them, or any claim against the Corporation or its assets in respect thereof, except the right of the
shareholder appearing as the owner thereof to receive the price so deposited (without interest) from such bank upon
effective surrender of the confirmation of shareholding, as aforesaid.
4) The exercise by the Corporation of the powers conferred by this Article shall not be questioned or invalidated in
any case, on the ground that there was insufficient evidence of ownership of shares by any person or that the true
ownership of any shares was otherwise than appeared to the Corporation at the date of any redemption notice, provided
that in such case the said powers were exercised by the Corporation in good faith; and
e) decline to accept the vote of any person who is precluded from holding shares in the Corporation or any shareholder
holding a number of shares exceeding the maximum percentage or maximum number at any meeting of shareholders of
the Corporation.
Whenever used in these Articles of Incorporation the term “US person” shall a person who falls into either of the
following two categories: (a) a person included in the definition of “US person” under Rule 902 of Regulation S under the
U.S. Securities Act of 1933, as amended (“the 1933 Act”), or (b) a person excluded from the definition of a “Non-United
States person” as used in Rule 4.7 of the Commodity Futures Trading Commission (“CFTC”).
“US Person” under Rule 902 includes the following:
(a) any natural person resident in the United States;
(b) any partnership or corporation organised or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
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(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a non-U.S. entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. person;
(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
organised, incorporated or (if an individual) resident in the United States; and
(h) any partnership or corporation if:
(i) organised or incorporated under the laws of any non-U.S. jurisdiction; and
(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act,
unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D
under the 1933 Act) who are not natural persons, estates or trusts.
Notwithstanding the preceding paragraph, “U.S. person” under Rule 902 does not include: (i) any discretionary account
or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or
other professional fiduciary organised, incorporated, or (if an individual) resident in the United States; (ii) any estate of
which any professional fiduciary acting as executor or administrator is a U.S. person, if (A) an executor or administrator
of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate,
and (B) the estate is governed by non-United States law; (iii) any trust of which any professional fiduciary acting as trustee
is a U.S. person if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust
assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (iv) an employee benefit
plan established and administered in accordance with the law of a country other than the United States and customary
practices and documentation of such country; (v) any agency or branch of a U.S. person located outside the United States
if (A) the agency or branch operates for valid business reasons, and (B) the agency or branch is engaged in the business
of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction
where located; and (vi) certain international organisations as specified in Rule 902(k)(2)(vi) of Regulation S under the 1933
Act.
CFTC Rule 4.7 provides in the relevant part that the following persons are considered “Non-United States persons”:
(a) a natural person who is not a resident of the United States;
(b) a partnership, corporation or other entity, other than an entity organised principally for passive investment, or-
ganised under the laws of a non-U.S. jurisdiction and which has its principal place of business in a non-U.S. jurisdiction;
(c) an estate or trust, the income of which is not subject to United States income tax regardless of source;
(d) an entity organised principally for passive investment such as a pool, investment company or other similar entity
provided that units of participation in the entity held by persons who do not qualify as Non-United States persons or
otherwise as qualified eligible persons (as defined in CFTC Rule 4.7) represent in the aggregate less than ten per cent. of
the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment
by persons who do not qualify as Non-United States persons in a pool with respect to which the operator is exempt
from certain requirements of Part 4 of the CFTC’s regulations by virtue of its participants being Non-United States
persons;
(e) a pension plan for the employees, officers or principals of an entity organised and with its principal place of business
outside the United States.
Whenever used in these Articles of Incorporation, the term “Indian resident” shall have the same meaning as in the
Foreign Exchange Management Act, as amended from time to time, of India. The board of directors shall define the word
“US Person” and/or “Indian resident” on the basis of these provisions and publicise this definition in the sales documents
of the Corporation.
In addition to the foregoing, the board of directors may restrict the issue and transfer of shares of a class or a sub-
class to the institutional investors within the meaning of Article 174 of the 2010 Law (“Institutional Investor(s)”). The
board of directors may, at its discretion, delay the acceptance of any subscription application for shares of a class or sub-
class reserved for Institutional Investors until such time as the Corporation has received sufficient evidence that the
applicant qualifies as an Institutional Investor. If it appears at any time that a holder of shares of a class or a sub-class
reserved to Institutional Investors is not an Institutional Investor, the board of directors will convert the relevant shares
into shares of a class or sub class which is not restricted to Institutional Investors (provided that there exists such a class
or a sub-class with similar characteristics) or compulsorily redeem the relevant shares in accordance with the provisions
set forth above in this Article. The board of directors will refuse to give effect to any transfer of shares and consequently
refuse for any transfer of shares to be entered into the Register of Shareholders in circumstances where such transfer
would result in a situation where shares of a class or a sub-class restricted to Institutional Investors would, upon such
transfer, be held by a person not qualifying as an Institutional Investor. In addition to any liability under applicable law,
each shareholder who does not qualify as an Institutional Investor, and who holds shares in a class or sub-class restricted
to Institutional Investors, shall hold harmless and indemnify the Corporation, the board of directors, the other share-
holders of the relevant class or sub-class and the Corporation's agents for any damages, losses and expenses resulting
from or connected to such holding circumstances where the relevant shareholder had furnished misleading or untrue
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documentation or had made misleading or untrue representations to wrongfully establish its status as an Institutional
Investor or has failed to notify the Corporation of its loss of such status.
Art. 9. Any regularly constituted meeting of the shareholders of the Corporation shall represent the entire body of
shareholders of the Corporation. It shall have the broadest powers to order, carry out or ratify acts relating to the
operations of the Corporation.
Art. 10. The annual general meeting of shareholders shall be held, in accordance with Luxembourg law, at the registered
office of the Corporation, or at such other place in Luxembourg as may be specified in the notice of meeting, on the last
Thursday of July at 10.00 a.m. (Luxembourg time). If such day is not a bank business day in Luxembourg, the annual general
meeting shall be held on the next following bank business day. The annual general meeting may be held abroad if, in the
absolute and final judgement of the board of directors, exceptional circumstances so require.
Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of
meeting.
Art. 11. The quorum required by law shall govern the conduct of the meetings of shareholders of the Corporation,
unless otherwise provided herein.
Each share of whatever class and regardless of the net asset value per share within its class, is entitled to one vote
subject to the restrictions contained in these Articles of Incorporation. A shareholder may act at any meeting of share-
holders by appointing another person as his proxy in writing or by telefax message or any other electronic means capable
of evidencing such proxy form. Such proxy shall be valid for any reconvened meeting unless it is specifically revoked. A
shareholder may also participate at any meeting of shareholders by visioconférence or any other means of telecommu-
nication allowing to identify such shareholder. Such means must allow the shareholder to effectively act at such meeting
of shareholders, the proceedings of which must be retransmitted continuously to such shareholder.
Except as otherwise required by law or as otherwise provided herein, resolutions at a meeting of shareholders duly
convened will be passed by a simple majority of the votes cast. Votes cast shall not include votes in relation to shares
represented at the meeting but in respect of which the shareholders have not taken part in the vote or have abstained
or have returned a blank or invalid vote.
The board of directors may determine all other conditions that must be fulfilled by shareholders for them to take part
in any meeting of shareholders.
Art. 12. Shareholders will meet upon call by the board of directors, pursuant to notice setting forth the agenda.
Notice shall be published in the Mémorial C, Recueil des Sociétés et Associations of Luxembourg (to the extent
required by Luxembourg law) and in such other newspapers as the board of directors may decide.
Art. 13. The Corporation shall be managed by a board of directors composed of not less than three members; members
of the board of directors need not be shareholders of the Corporation. A majority of the board of directors shall at all
time comprise persons not resident for tax purposes in the United Kingdom.
The directors shall be elected by the shareholders at their general meeting for a period ending at the next annual
general meeting and until their successors are elected and qualify, provided, however, that a director may be removed
with or without cause and/or replaced at any time by resolution adopted by the shareholders.
In the event of a vacancy in the office of director because of death, retirement or otherwise, the remaining directors
may elect, by majority vote, a director to fill such vacancy until the next meeting of shareholders.
Art. 14. The board of directors will choose from among its members a chairman, and may choose from among its
members one or more vice-chairmen. It may also choose a secretary, who need not be a director, who shall be responsible
for keeping the minutes of the meetings of the board of directors and of the shareholders. The board of directors shall
meet upon call by the chairman, or two directors, at the place indicated in the notice of meeting but so that no meeting
may take place in the United Kingdom.
The chairman shall preside at all meetings of the board of directors, but in his absence, the board of directors may
appoint any director as chairman pro tempore by vote of the majority present at any such meeting. Shareholder meetings
may be presided over by any person, who does not necessarily need to be a director.
The board of directors from time to time may appoint the officers of the Corporation, including a general manager,
and any assistant general managers, assistant secretaries or other officers considered necessary for the operation and
management of the Corporation. Any such appointment may be revoked at any time by the board of directors. Officers
need not be directors or shareholders of the Corporation. The officers appointed, unless otherwise stipulated in these
Articles of Incorporation, shall have the powers and duties given 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 in
advance of the hour set for such meeting, except in circumstances of emergency, in which case the nature of such
circumstances shall be set forth in the notice of meeting. This notice may be waived by the consent in writing or by cable,
telegram, telex, telefax message or any other electronic means capable of evidencing such waiver of each director. Separate
notice shall not be required for individual meetings held at times and places prescribed in a schedule previously adopted
by resolution of the board of directors.
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Any director may act at any meeting of the board of directors by appointing in writing or by telefax message or any
other electronic means capable of evidencing such proxy another director as his proxy. Directors may also cast their
vote in writing or by telefax message or any other electronic means capable of evidencing such vote.
Directors may also assist at board meetings and board meetings may be held by telephone link or telephone conference,
provided that the vote be confirmed in writing and provided that no member of the board of directors shall participate
at a board meeting by telephone conference from the United Kingdom.
A director may also participate at any meeting of the board of directors by visioconference or any other means of
telecommunication allowing to identify such director. Such means must allow the director to effectively act at such meeting
of the board of directors, the proceedings of which must be retransmitted continuously to such director. No member
of the board of directors shall participate at a board meeting by video-conference from the United Kingdom.
The directors may only act at duly convened meetings of the board of directors. Directors may not bind the Corpo-
ration by their individual acts, except as specifically permitted by resolution of the board of directors.
The board of directors can deliberate or act validly only if at least a majority of the directors is present or represented
at a meeting of the board of directors and only if the majority of the directors so present or represented are persons
not resident in the United Kingdom. Decision shall be taken by a majority of the votes of the directors present or
represented at such meeting. In the event that in any meeting the number of votes for and against a resolution shall be
equal, the chairman shall have a casting vote.
Decisions may also be taken by circular resolutions signed by all the directors.
The board of directors may delegate its powers to conduct the daily management and affairs of the Corporation and
its powers to carry out acts in furtherance of the corporate policy and purpose, to officers of the Corporation or to
other contracting parties.
The board of directors may also delegate specific tasks to any committee, consisting of such person or persons (whe-
ther a member or members of the board of directors or not) as it thinks fit, provided the majority of the members of
the committee are directors of the Corporation and that no meeting of the committee shall be quorate for the purposes
of exercising any of its powers, authorities or discretions unless a majority of those present or represented are directors
of the Corporation and so that no delegations may be made to a committee of the board of directors, the majority of
which consists of directors who are resident in the United Kingdom. No meeting of any committee of the board of
directors may take place in the United Kingdom and no such meeting will be validly held if the majority of the directors
present or represented at that meeting are persons resident in the United Kingdom.
Art. 15. The minutes of any meeting of the board of directors shall be signed by the chairman or, in his absence, by
the chairman pro tempore who presided at such meeting.
Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the
chairman, the chairman pro tempore the secretary or by two directors.
Art. 16. The board of directors shall, based upon the principle of spreading of risks, have power to determine the
corporate and investment policy and the course of conduct of the management and business affairs of the Corporation.
The board of directors shall also determine any restrictions which shall from time to time be applicable to the invest-
ments of the Corporation, in accordance with Part I of the 2010 Law.
The board of directors may decide that investment of the Corporation be made (i) in transferable securities and money
market instruments admitted to or dealt in on a regulated market as defined by the 2010 Law, (ii) in transferable securities
and money market instruments dealt in on another market in a Member State of the European Union which is regulated,
operates regularly and is recognised and open to the public, (iii) in transferable securities and money market instruments
admitted to official listing in Eastern and Western Europe, Africa, the American continents, Asia, Australia and Oceania,
or dealt in or another market in the countries referred to above, provided that such market is regulated, operates regularly
and is recognised and open to the public, (iv) in recently issued transferable securities and money market instruments
provided the terms of the issue provide that application be made for admission to official listing in any of the stock
exchanges or other regulated markets referred to above and provided that such admission is secured within one year of
the issue, as well as (v) in any other securities, instruments or other assets within the restrictions as shall be set forth by
the board of directors in compliance with applicable laws and regulations and disclosed in the sales documents of the
Corporation.
The board of directors of the Corporation may decide to invest up to one hundred per cent of the total net assets of
each class of shares of the Corporation in different transferable securities and money market instruments issued or
guaranteed by any Member State of the European Union, its local authorities, a non-Member State of the European Union,
as acceptable by the Luxembourg supervisory authority and disclosed in the sales documents of the Corporation, or
public international bodies of which one or more of such Member States of the European Union are members, or by any
of the Member State of the Organisation for Economic Cooperation and Development, provided that in the case where
the Corporation decides to make use of this provision it must hold, on behalf of the class concerned, securities from at
least six different issues and securities from any one issue may not account for more than thirty per cent of such class'
total net assets.
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The board of directors may decide that investments of the Corporation may be made either directly or indirectly, as
the board of directors may from time to time decide and to the extent permitted by the 2010 Law, through wholly-
owned subsidiaries incorporated in any suitable jurisdiction. When investments of the Corporation are made in the capital
of subsidiary companies which, exclusively on its behalf carry on only the business of management, advice or marketing
in the country where the subsidiary is located, with regard to the redemption of shares at the request of shareholders,
paragraphs (1) and (2) of Article 48 of the 2010 Law do not apply.
Reference in these Articles of Incorporation to “investments” and “assets” shall mean, as appropriate, either invest-
ments made and assets beneficially held directly or investments made and assets beneficially held indirectly through the
aforesaid subsidiaries.
The board of directors may decide that investments of the Corporation be made in financial derivative instruments,
including equivalent cash settled instruments, dealt in on a regulated market as referred to in the 2010 Law and/ or financial
derivative instruments dealt in over-the-counter provided that, among others, the underlying consists of instruments
covered by Article 41 (1) of the 2010 Law, financial indices, interest rates, foreign exchange rates or currencies, in which
the Corporation may invest according to its investment objectives as disclosed in its sales documents.
The board of directors may decide that investments of a class to be made with the aim to replicate a certain stock or
bond index provided that the relevant index is recognised by the Luxembourg supervisory authority on the basis that it
is sufficiently diversified, represents an adequate benchmark for the market to which it refers and is published in an
appropriate manner.
The Corporation will not invest more than 10% of the net assets of any class in undertakings for collective investment
as defined in Article 41 (1) (e) of the 2010 Law.
A class of the Corporation can, under the conditions provided for in article 181 paragraph 8 of the law of 17 December
2010, as may be amended, invest in the shares issued by one or several other classes of the Corporation.
Notwithstanding the 10% limit above, the Corporation can decide, under the conditions provided for in Chapter 9 of
the law of 17 December 2010, as may be amended, that a class (“Feeder”) may invest at least 85% of its assets in units
or shares of another UCITS (“Master”) authorised according to Directive 2009/65/EC (or a Portfolio of such UCITS).
The board of directors may invest and manage all or any part of the pools of assets established for two or more classes
of shares on a pooled basis, as described in Article twenty-four, where it is appropriate with regard to their respective
investment sectors to do so.
Art. 17. No contract or other transaction between the Corporation and any other corporation or firm shall be affected
or invalidated by the fact that any one or more of the directors or officers of the Corporation is interested in, or is a
director, associate, officer or employee of such other corporation or firm. Any director or officer of the Corporation
who serves as a director, officer or employee of any corporation or firm with which the Corporation shall contract or
otherwise engage in business shall not, by reason of such affiliation with such other corporation or firm be prevented
from considering and voting or acting upon any matters with respect to such contract or other business.
In the event that any director or officer of the Corporation may have any personal interest in any transaction of the
Corporation, such director or officer shall make known to the board of directors such personal interest and shall not
consider or vote on any such transaction, and such transaction, and such director's or officer's interest therein, shall be
reported to the next succeeding meeting of shareholders.
The term “personal interest”, as used in the preceding sentence, shall not include any relationship with or interest in
any matter, position or transaction involving the Henderson group, any subsidiary or affiliate thereof or such other
corporation or entity as may from time to time be determined by the board of directors on its discretion, unless such
“personal interest” is considered to be a conflicting interest by applicable laws and regulations.
Art. 18. The Corporation may indemnify any director or officer and his heirs, executors and administrators against
expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been a director or officer of the Corporation or, at its request, of any other corporation
of which the Corporation is a shareholder or creditor and from which he is not entitled to be indemnified, except in
relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence
or misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters
covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified did not
commit such a breach of duty. The foregoing right of indemnification shall not exclude other rights to which he may be
entitled.
Art. 19. The Corporation will be bound by the joint signature of any two directors or by the joint or individual signature
(s) of any other person(s) to whom signatory authority has been delegated by the board of directors.
Art. 20. The Corporation shall appoint an independent auditor (“réviseur d'entreprises agréé”) who shall carry out
the duties prescribed by the 2010 Law. The independent auditor shall be elected by the annual general meeting of sha-
reholders and serve until its successor shall have been elected.
Art. 21. As is more especially prescribed hereinbelow, the Corporation has the power to redeem its own shares at
any time within the sole limitations set forth by law.
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Any shareholder may at any time request the redemption of all or part of his shares by the Corporation in the minimum
amount as disclosed in the sales documents of the Corporation. The redemption proceeds shall normally be paid not
later than five business days after the date on which the applicable net asset value was determined and shall be equal to
the net asset value for the relevant class of shares as determined in accordance with the provisions of Article twenty-
three hereof less an adjustment or charge, including deferred sales charge or redemption charge, if any, as the sales
documents may provide. The relevant redemption price may be rounded downwards as the board of directors may
decide. Any redemption request must be filed by such shareholder in written form at the registered office of the Cor-
poration in Luxembourg or with any other person or entity appointed by the Corporation as its agent for redemption
of shares, together with the delivery of the confirmation of shareholding for such shares in proper form (if issued) and
accompanied by proper evidence of transfer or assignment.
If redemption requests for more than 10% of the net asset value of a class are received, then the Corporation shall
have the right to limit redemptions so they do not exceed this threshold amount of 10%. Redemptions shall be limited
with respect to all shareholders seeking to redeem shares as of a same Valuation Day so that each such shareholder shall
have the same percentage of its redemption request honoured; the balance of such redemption requests shall be pro-
cessed by the Corporation on the next day on which redemption requests are accepted, subject to the same limitation.
On such day, such requests for redemption will be complied with in priority to subsequent requests.
The board of directors may request that a shareholder accept redemption in kind. The shareholder may always request
a cash redemption payment in the reference currency of the relevant class. Where the shareholder agrees to accept
redemption in kind he will, as far as possible, receive a representative selection of the relevant class' holdings pro rata to
the number of shares redeemed and the board of directors will make sure that the remaining shareholders do not suffer
any loss therefrom. The value of the redemption in kind will be certified by certificate drawn up by the independent
auditors of the Corporation in accordance with the requirements of Luxembourg law except where the redemption in
kind exactly reflects the shareholder's pro rata share of investments.
Any request for redemption shall be irrevocable except in the event of suspension of redemption pursuant to the
previous paragraph or to Article twenty-two hereof. In the absence of revocation, redemption will occur as of the first
Valuation Day after the end of the suspension.
Shares of the capital stock of the Corporation redeemed by the Corporation shall be cancelled.
Any shareholder may request conversion of whole or part of his shares of one class into shares of another class at
the respective net asset values of the shares of the relevant class, provided that the board of directors may impose such
restrictions as to, inter alia, frequency of conversion, and may make conversion subject to payment of a charge as specified
in the sales documents.
No redemption or conversion by a single shareholder may, unless otherwise decided by the board of directors, be
for an amount of less than that of the minimum holding requirement for each registered shareholder as determined from
time to time by the board of directors.
If a redemption or conversion or sale of shares would reduce the value of the holdings of a single shareholder of shares
of one class below the minimum holding as the board of directors shall determine from time to time, then such shareholder
shall be deemed to have requested the redemption or conversion, as the case may be, of all his shares of such class.
The Corporation shall not give effect to any transfer of shares in its register as a consequence of which an investor
would not meet the minimum holding requirement.
The Corporation will require from each registered shareholder acting on behalf of other investors that any assignment
of rights to the shares of the Corporation be made in compliance with applicable securities laws in the jurisdictions where
such assignment is made and that in unregulated jurisdictions such assignment be made in compliance with the minimum
holding requirement.
Art. 22. For the purpose of determining the issue, conversion, and redemption price thereof, the net asset value of
shares in the Corporation shall be determined as to the shares of each class of shares by the Corporation from time to
time, but in no instance less than twice monthly, as the board of directors by resolution may direct (every such day or
time for determination of net asset value being referred to herein as a “Valuation Day”).
The Corporation may suspend the determination of the net asset value of shares of any particular class and the issue
and redemption of its shares from its shareholders as well as conversion from and to shares of each class if at any time,
the board of directors believes that exceptional circumstances constitute forcible reasons for doing so. Such circums-
tances can arise
(a) when one or more stock exchanges or markets which provides the basis for valuing a substantial portion of the
assets of the Corporation attributable to such class of shares or when one or more foreign exchange markets in the
currency in which a substantial portion of the assets of the Corporation attributable to such class of shares are denomi-
nated are closed otherwise than for ordinary holidays, or during which dealings therein are restricted or suspended;
(b) during the existence of any state of affairs which constitutes an emergency as a result of which disposal or valuation
of assets of the Corporation attributable to such class of shares would be impracticable, not accurate or would seriously
prejudice the interests of the shareholders of the Corporation;
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(c) in case of any breakdown in the normal means of communication normally employed in determining the price or
value of any of the investments of the relevant class of shares or if, for any reason, the value of any asset of such class of
shares may not be determined as rapidly and accurately as required; or
(d) if, as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions on any
relevant class' investments are rendered impracticable or if purchases and sales of the relevant class of shares' assets
cannot be effected at normal rates of exchange;
(e) during any period when the determination of the net asset value per share of the collective investment vehicles
representing a material part of the assets of the relevant class of shares is suspended;
(f) during any period when, in the opinion of the board of directors there exist unusual circumstances where it would
be impracticable or unfair towards the shareholders to continue dealing with shares of any class of shares;
(g) upon publication of notice to shareholders for the purpose of winding-up the Corporation; or
(h) upon decision taken by the board of directors or, as the case may be, the general meeting of shareholders, to
liquidate a class of shares, on the day indicated in the notice;
(i) during any period when the net asset value of any subsidiary of the Corporation may not be determined accurately;
(j) following a decision to merge a class or the Corporation, if justified with a view to protecting the interest of
Shareholders;
(k) in case a class is a Feeder of another UCITS (or a sub-fund thereof), if the net asset value calculation of the Master
UCITS (or the sub-fund thereof) is suspended.
Any such suspension shall be publicised, if appropriate and as described in the sales documents, by the Corporation
and shall be notified to investors who have applied for shares and to shareholders requesting redemption or conversion
of their shares by the Corporation at the time of the filing of the written request for such redemption or conversion.
Such suspension as to any class of shares shall have no effect on the calculation of the net asset value, the issue,
redemption and conversion of the shares of any other class of shares.
Art. 23. The net asset value of shares of each class of shares shall be expressed as a per share figure in the currency
of the relevant class of shares as determined by the board of directors and shall be determined, not less than twice a
month, in respect of any Valuation Day by dividing the net assets of the Corporation corresponding to each class of
shares, being the value of the assets of the Corporation corresponding to such class, less its liabilities attributable to such
class at such time or times as the board of directors may determine, by the number of shares of the relevant class then
outstanding adjusted to reflect any dealing charges, dilution levies or fiscal changes which the board of directors considers
appropriate to take into account and by rounding the resulting sum to the nearest smallest unit of the currency concerned
in the following manner:
A. The assets of the Corporation shall be deemed to include:
a) all cash on hand or on deposit, including any interest accrued thereon;
b) all bills and demand notes and accounts receivable (including proceeds of securities sold but not delivered);
c) all bonds, time notes, shares, stock, units in undertakings for collective investment, debenture stocks, subscription
rights, warrants, options and other investments and securities owned or contracted for by the Corporation;
d) all stock dividends, cash dividends and cash distributions receivable by the Corporation (provided that the Corpo-
ration may make adjustments with regard to fluctuations in the market value of securities caused by trading ex-dividends,
exrights, or by similar practices);
e) all interest accrued on any interest-bearing securities owned by the Corporation except to the extent that the same
is included or reflected in the principal amount of such security;
f) the preliminary expenses of the Corporation insofar as the same have not been written off, and
g) all other assets of every kind and nature, including prepaid expenses.
The value of such assets shall be determined as follows:
(a) securities and/or financial derivative instruments listed on a stock exchange or on other regulated markets, which
operate regularly and are recognised and open to the public, will be valued at the last available price; in the event that
there should be several such markets, on the basis of the last available price of the main market for the relevant security.
Should the last available price for a given security and/or financial derivative instrument not truly reflect its fair market
value, then that security and/or financial derivative instrument shall be valued on the basis of the probable sales prices
which the board of directors deems is prudent to assume;
(b) in case of securities and/or financial derivative instruments traded on the Indian stock exchanges, the last available
stock price on the National Stock Exchange failing which the last available stock price on the Stock Exchange, Mumbai
(BSE) failing which the last available stock price on any other stock exchange where the security and/or financial derivative
instruments is traded shall be considered;
(c) securities not listed on a stock exchange or on any other regulated markets, which operate regularly and are
recognised and open to the public, will be valued on the basis of their last available price. Should the last available price
for a given security not truly reflect its fair market value, then that security will be valued by the board of directors on
the basis of the probable sales price which the board of directors deems is prudent to assume;
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(d) the financial derivative instruments which are not listed on a regulated market will be valued in a reliable and
verifiable manner on a daily basis, in accordance with market practice;
(e) swaps are valued at their fair value based on the underlying securities (at close of business or intraday) as well as
on the characteristics of the underlying commitments;
(f) shares or units in underlying open-ended investment funds shall be valued at their last available net asset value
reduced by any applicable charges. In case the value of the shares or units in the aforementioned underlying open-ended
investment funds are not available in time for the valuation of the net asset value of the Corporation, it will be evaluated
by an estimation provided by the board of directors or its relevant agent in accordance with a fair value adjustment
methodology;
(g) liquid assets and money market instruments may be valued at nominal value plus any accrued interest or on an
amortised cost basis. All other assets, where practice allows, may be valued in the same manner; short-term investments
that have a remaining maturity of one year or less may be valued
(i) at market value, or (ii) where market value is not available or not representative, at amortised cost;
(h) the value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses,
cash dividends and interest declared or accrued as aforesaid, and not yet received shall be deemed to be the full amount
thereof, unless, however, the same is unlikely to be paid or received in full, in which case the value thereof shall be
determined after making such discount as the board of directors may consider appropriate in such case to reflect the
true value thereof.
In the event that extraordinary circumstances render such a valuation impracticable or inadequate, other valuation
methods may be used if the board of directors considers that another method better reflects the value or the liquidation
value of the investments and is in accordance with the accounting practice, in order to achieve a fair valuation of the
assets of the Corporation.
In circumstances where the interests of the Corporation or its shareholders so justify (avoidance of market timing
practices, for example), the board of directors may take any appropriate measures, such as applying a fair value pricing
methodology to adjust the value of the Corporation's assets, as further described in the sales documents of the Corpo-
ration.
B. The liabilities of the Corporation shall be deemed to include:
a) all loans, bills and accounts payable;
b) all accrued or payable administrative expenses (including but not limited to investment advisory fee or management
fee, custodian fee and corporate agents' fees);
c) all known liabilities, present and future, including all matured contractual obligations for payments of money or
property, including the amount of any unpaid dividends declared by the Corporation where the Valuation Day falls on
the record date for determination of the person entitled thereto or is subsequent thereto;
d) an appropriate provision for future taxes based on capital and income to the Valuation Day, as determined from
time to time by the Corporation, and other reserves if any authorised and approved by the board of directors and
e) all other liabilities of the Corporation of whatsoever kind and nature except liabilities represented by shares in the
Corporation. In determining the amount of such liabilities the Corporation shall take into account all expenses payable
by the Corporation comprising formation expenses, fees payable to its investment advisers or investment managers, fees
and expenses payable to its directors or officers, its accountants, custodian and its correspondents, domiciliary, registrar
and transfer agents, any paying agent and permanent representatives in places of registration, any other agent employed
by the Corporation, fees and expenses incurred in connection with the general infrastructure of the Corporation, the
listing of the shares of the Corporation at any stock exchange or to obtain a quotation on another regulated market, the
distribution of the shares of the Corporation, fees for legal or auditing services, promotional, printing, translation, re-
porting and publishing expenses, including the cost of advertising or preparing and printing of the prospectuses,
explanatory memoranda, registration statements, or of interim and annual reports, taxes or governmental or regulatory
or legal charges in relation to (but not limited to) registration of the shares of the Corporation in any jurisdiction, and
all other operating expenses, including the cost of buying and selling assets, interest, currency conversion costs, bank
charges and brokerage, postage and telephone. The Corporation may calculate administrative and other expenses of a
regular or recurring nature on an estimated figure for yearly or other periods in advance, and may accrue the same in
equal proportions over any such period.
C. There shall be established a portfolio of assets for each class of shares in the following manner:
a) the proceeds from the issue of one or several classes of shares shall be applied in the books of the Corporation to
the portfolio of assets established for the class or classes of shares, and the assets and liabilities and income and expen-
diture attributable thereto shall be applied to such portfolio subject to the provisions of this Article;
b) if within any portfolio class specific assets are held by the Corporation for a specific class of shares, the value thereof
shall be allocated to the class concerned and the purchase price paid therefore shall be deducted, at the time of acquisition,
from the proportion of the other net assets of the relevant portfolio which otherwise would be attributable to such class;
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c) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Corporation
to the same portfolio or, if applicable, the same class of shares as the asset from which it was derived and on each
revaluation of an asset, the increase or diminution in value shall be applied to the relevant portfolio and/or class;
d) where the Corporation incurs a liability which relates to any asset attributable to a particular portfolio or class of
shares or to any action taken in connection with an asset attributable to a particular portfolio or class of shares, such
liability shall be allocated to the relevant portfolio and/or class of shares;
e) in the case where any asset or liability of the Corporation cannot be considered as being attributable to a particular
portfolio or class of shares, such asset or liability shall be equally divided between all the portfolios or, insofar as justified
by the amounts, shall be allocated to the portfolios or, as the case may be, the classes, prorata to the net asset values;
f) upon the record date for determination of the person entitled to any dividend declared on any class of shares, the
net asset value of such class of shares shall be reduced by the amount of such dividends;
g) upon the payment of an expense attributable to a specific portfolio or a particular class of shares, the amount thereof
shall be deducted from the assets of the portfolio concerned and, if applicable, from the proportion of the net assets
attributable to the class concerned;
h) if there have been created within a class, as provided in Article five, subclasses of shares, the allocations rules set
forth above shall be applicable mutatis mutandis to such sub-classes.
D. Each portfolio of assets and liabilities shall consist of a portfolio of transferable securities, money market instruments
and other assets in which the Corporation is authorised to invest, and the entitlement of each share class which is issued
by the Corporation in relation with a same portfolio will change in accordance with the rules set out below.
In addition there may be held within each portfolio on behalf of one specific share class or several specific share classes,
assets which are class specific and kept separate from the portfolio which is common to all share classes related to such
portfolio and there may be assumed on behalf of such class or share classes specific liabilities.
The proportion of the portfolio which shall be common to each of the share classes related to a same portfolio which
shall be allocable to each class of shares shall be determined by taking into account issues, redemptions, distributions, as
well as payments of class specific expenses or contributions of income or realisation proceeds derived from class specific
assets, whereby the valuation rules set out below shall be applied mutatis mutandis.
The percentage of the net asset value of the common portfolio of any such portfolio to be allocated to each class of
shares shall be determined as follows:
1) initially the percentage of the net assets of the common portfolio to be allocated to each share class shall be in
proportion to the respective number of the shares of each class at the time of the first issuance of shares of a new class;
2) the issue price received upon the issue of shares of a specific class shall be allocated to the common portfolio and
result in an increase of the proportion of the common portfolio attributable to the relevant share class;
3) if in respect of one share class the Corporation acquires specific assets or pays class specific expenses (including
any portion of expenses in excess of those payable by other share classes) or makes specific distributions or pays the
redemption price in respect of shares of a specific class, the proportion of the common portfolio attributable to such
class shall be reduced by the acquisition cost of such class specific assets, the specific expenses paid on behalf of such
class, the distributions made on the shares of such class or the redemption price paid upon redemption of shares of such
class;
4) the value of class specific assets and the amount of class specific liabilities are attributed only to the share class or
classes to which such assets or liabilities relate and this shall increase or decrease the net asset value per share of such
specific share class or classes.
E. For the purposes of this Article:
a) shares in respect of which subscription has been accepted but payment has not yet been received shall be deemed
to be existing as from the close of business on the Valuation Day on which they have been allotted and the price therefore,
until received by the Corporation, shall be deemed a debt due to the Corporation;
b) shares of the Corporation to be redeemed under Article twenty-one hereof shall be treated as existing and taken
into account until immediately after the close of business on the Valuation Day referred to in this Article, and from such
time and until paid the price therefore shall be deemed to be a liability of the Corporation;
c) all investments, cash balances and other assets of the Corporation not expressed in the currency in which the net
asset value of any class is denominated, 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
d) effect shall be given on any Valuation Day to any purchases or sales of securities contracted for by the Corporation
on such Valuation Day, to the extent practicable.
If the Corporation's board of directors so determines, the net asset value of the shares of each class may be converted
at the middle market rate into such other currencies than the currency of denomination of the relevant class, referred
to above, and in such case the issue and redemption price per share of such class may also be determined in such currency
based upon the result of such conversion.
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Art. 24.
1. The board of directors may invest and manage all or any part of the portfolios of assets established for one or more
classes of shares (hereafter referred to as “Participating Funds”) on a pooled basis where it is applicable with regard to
their respective investment sectors to do so. Any such enlarged asset pool (“Enlarged Asset Pool”) shall first be formed
by transferring to it cash or (subject to the limitations mentioned below) other assets from each of the Participating Funds.
Thereafter the board of directors may from time to time make further transfers to the Enlarged Asset Pool. It may also
transfer assets from the Enlarged Asset Pool to a Participating Fund, up to the amount of the participation of the Parti-
cipating Fund concerned. Assets other than cash may be allocated to an Enlarged Asset Pool only where they are
appropriate to the investment sector of the Enlarged Asset Pool concerned.
2. The assets of the Enlarged Asset Pool to which each Participating Fund shall be entitled, shall be determined by
reference to the allocations and withdrawals made on behalf of the other Participating Funds.
3. Dividends, interests and other distributions of an income nature received in respect of the assets in an Enlarged
Asset Pool will be immediately credited to the Participating Funds, in proportion to their respective entitlements to the
assets in the Enlarged Asset Pool at the time of receipt.
Art. 25. Whenever the Corporation shall offer shares for subscription, the price per share at which such shares shall
be offered and sold, shall be the net asset value as hereinabove defined for the relevant class of shares plus any adjustment
or charge which reverts to the Corporation and such sales charge, dilution levies, if any, as the sale documents may
provide. The price per share will be rounded upwards or downwards as the board of directors may resolve. The price
so determined shall be payable within the period of time set out in the sales documents and in no instance later than five
business days after the relevant Valuation Day.
Art. 26. The accounting year of the Corporation shall begin on 1st April of each year and shall terminate on the 31st
March of the next year.
The accounts of the Corporation shall be expressed in USD. When there shall be different classes as provided for in
Article five hereof, and if the accounts within such classes are expressed in different currencies, such accounts shall be
translated into USD and added together for the purpose of the determination of the accounts of the Corporation.
All assets and liabilities, income and expenses of any subsidiary of the Corporation will be consolidated in the statement
of net assets and operations of the Corporation. All investments held by a subsidiary will be disclosed in the accounts of
the Corporation.
Art. 27. Within the limits provided by law, the general meeting of holders of shares of the class or classes in respect
of which a same pool of assets has been established pursuant to Article twenty-three section C. shall, upon the proposal
of the board of directors in respect of such class or classes of shares, determine how the annual results shall be disposed
of.
If the board of directors has decided, in accordance with the provisions of Article five hereof, to create within each
class of shares two sub-classes where one sub-class entitles to dividends (“Dividend Shares”) and the other sub-class does
not entitle to dividends (“Accumulation Shares”), dividends may only be declared and paid in accordance with the pro-
visions of this Article in respect of Dividend Shares and no dividends will be declared and paid in respect of Accumulation
Shares.
The dividends declared may be paid at such places and times and in such currencies as may be determined by the board
of directors. Interim dividends may, subject to such further conditions as set forth by law, be paid out on the shares of
any class of shares upon decision of the board of directors.
The Corporation may operate such income equalisation arrangements in relation to all or any of the classes as the
board of directors may think fit with a view to ensuring that the level of dividends payable on the relevant class(es) or
sub-class(es) of shares is not affected by the issue or redemption of shares of the relevant class(es) or sub-class(es) during
an accounting period.
No distribution shall be made if as a result thereof the capital of the Corporation becomes less than the minimum
prescribed by law.
The board of directors may decide that dividends be automatically reinvested under the form of further Distribution
Shares of the relevant class. However, no dividends will be distributed if their amount is below the amount of USD 20
or its equivalent in another currency or such other amount to be decided by the board of directors from time to time
and when published in the sales documents of the Corporation.
Art. 28. The Corporation shall enter into a custodian agreement with a bank which shall satisfy the requirements of
the 2010 Law regarding collective investment undertakings (the “Custodian”). All securities, cash and other assets of the
Corporation are to be held by or to the order of the Custodian who shall assume towards the Corporation and its
shareholders the responsibilities provided by the 2010 Law.
In the event of the Custodian desiring to retire, the board of directors shall use their best endeavours to find within
two months a corporation to act as custodian and upon doing so the board of directors shall appoint such corporation
to be custodian in place of the retiring Custodian. The board of directors may terminate the appointment of the Custodian
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but shall not remove the Custodian unless and until a successor custodian shall have been appointed in accordance with
this provision to act in the place thereof.
All opening of accounts in the name of the Corporation, as well as power of attorney on such accounts, must be
subject to the prior approval and ratification of the board of directors.
Art. 29. In the event of a dissolution of the Corporation, liquidation shall be carried out by one or several liquidators
(who may be physical persons or legal entities) named by the meeting of shareholders effecting such dissolution and which
shall determine their powers and their compensation.
A class may be dissolved by compulsory redemption of shares of the class concerned, upon a decision of the board of
directors:
(a) if the net asset value of the class concerned has decreased below USD 10 million or the equivalent in another
currency,
(b) if a change in the economical or political situation relating to the class concerned would have material adverse
consequences on investments of the class, or
(c) in order to proceed to an economic rationalisation.
The redemption price will be the net asset value per share (taking into account actual realisation prices of investments
and realisation expenses), calculated as of the Valuation Day at which such decision shall take effect.
The Corporation shall serve a written notice to the holders of the relevant shares prior to the effective date of the
compulsory redemption, which will indicate the reasons for, and the procedure of the redemption operations. Share-
holders shall be notified in writing. Unless it is otherwise decided in the interests of, or to keep equal treatment between,
the shareholders, the shareholders of the class concerned may continue to request redemption or conversion of their
shares free of charge prior to the effective date of the compulsory redemption, taking into account actual realisation
prices of investments and realisation expenses.
Notwithstanding the powers conferred to the board of directors by the preceding paragraph, a general meeting of
shareholders of any class may, upon proposal from the board of directors, redeem all the shares of such class and refund
to the shareholders the net asset value of their shares (taking into account actual realisation prices of investments and
realisation expenses) calculated as of the Valuation Day at which such decision shall take effect. There shall be no quorum
requirements for such general meeting of shareholders at which resolutions shall be adopted by simple majority of votes
cast if such decision does not result in the liquidation of the Corporation.
Assets which may not be distributed to their beneficiaries upon the implementation of the redemption will be deposited
in escrow with the Luxembourg Caisse de Consignation on behalf of the persons entitled thereto.
All redeemed shares shall be cancelled.
The board of directors shall have the power, in accordance with the provisions of the 2010 Law, to transfer the assets
of a class into another class of the Corporation or to the assets of another UCITS (whether established in Luxembourg
or another Member State and whether such UCITS is incorporated as a company or is a contractual type fund) or to the
assets of a class of another such UCITS (the “new sub-fund”) and re-qualify the Share(s) of the relevant class as shares
of one or several new class(es) of shares (following a split or a consolidation, if necessary, and the payment to Shareholders
of the full amount of fractional shares). The Corporation shall send a notice to the Shareholders of the relevant classes
in accordance with the provisions of CSSF Regulation 10-5. Every Shareholder of the relevant classes shall have the
opportunity of requesting the redemption or the conversion of his own shares without any cost (other than the cost of
disinvestment) during a period of at least 30 days before the effective date of the merger, it being understood that the
effective date of the merger takes place five business days after the expiry of such notice period.
A merger having as effect that the Corporation as a whole will cease to exist must be decided by the shareholders of
the Corporation before notary. No quorum is required and the decision shall be taken at a simple majority of the
Shareholders present or represented and voting.
Art. 30. These Articles of Incorporation may be amended from time to time by a meeting of shareholders, subject to
the quorum and voting requirements provided by the laws of Luxembourg. Any amendment affecting the rights of the
holders of shares of any class vis-à-vis those of any other class shall be subject, further, to the said quorum and majority
requirements in respect of each such relevant class.
Art. 31. All matters not governed by these Articles of Incorporation shall be determined in accordance with the law
of 10th August 1915 on commercial companies as amended and the 2010 Law.
<i>Thirteenth resolutioni>
The Meeting resolves that the effective date of the changes is 23 December 2011.
There being no further business, the meeting is terminated.
WHEREOF, the present notarial deed was drawn up in Luxembourg, on the day named at the beginning of this do-
cument.
The document having been read to the persons appearing, they signed together with the notary the present deed.
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Signé: T. SUGRUE, C. BRUYANT, E. GILSON DE ROUVREUX et H. HELLINCKX.
Enregistré à Luxembourg A.C., le 2 janvier 2012. Relation: LAC/2012/135. Reçu soixante-quinze euros (75,- EUR).
<i>Le Receveuri> (signé): I. THILL.
POUR EXPEDITION CONFORME, délivrée à la société sur demande.
Luxembourg, le 10 janvier 2012.
Référence de publication: 2012005762/837.
(120005674) Déposé au registre de commerce et des sociétés de Luxembourg, le 10 janvier 2012.
Acacio Promotions SA, Société Anonyme.
Siège social: L-3593 Dudelange, 149, route de Volmerange.
R.C.S. Luxembourg B 69.407.
Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
FIDUCIAIRE ROLAND KOHN SARL
259 ROUTE D'ESCH
L-1471 LUXEMBOURG
Signature
Référence de publication: 2011173615/13.
(110202881) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
PH (SPF) S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.
Siège social: L-8211 Mamer, 53, route d'Arlon.
R.C.S. Luxembourg B 94.735.
<i>Extrait des résolutions prises par l'assemblée générale extraordinaire du 19 décembre 2011i>
Renouvellement du mandat d’administrateur de Mr Gallo Aniel, né le 06 février 1962 à Torre Annunziata, demeurant
à L-8211 Mamer, Route d’Arlon, 53.
Renouvellement du mandat d’administrateur de Mme Mireille Masson, née le 13 juin 1966 à Ougrée, demeurant à
L-8211 Mamer, Route d’Arlon, 53.
Renouvellement du mandat d’administrateur de Mme Madeleine Alié, née le 11/10/1940 à Rendeux, demeurant à
L-8211 Mamer, Route d’Arlon, 53.
Renouvellement du mandat d’administrateur délégué de Mr Gallo Aniel, né le 06 février 1962 à Torre Annunziata,
demeurant à L-8211 Mamer, Route d’Arlon, 53.
Référence de publication: 2011174378/16.
(110202809) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Viva H2 S.à r.l., Société à responsabilité limitée.
Siège social: L-2132 Luxembourg, 2-4, avenue Marie-Thérèse.
R.C.S. Luxembourg B 142.001.
Les comptes annuels au 31 décembre 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173557/10.
(110201191) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
VPS Group S.à r.l., Société à responsabilité limitée.
Capital social: GBP 28.670.326,00.
Siège social: L-2453 Luxembourg, 20, rue Eugène Ruppert.
R.C.S. Luxembourg B 151.851.
Les comptes annuels au 31 mars 2011 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
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Jan Willem Overheul
<i>Gérant de classe Bi>
Référence de publication: 2011173559/11.
(110202176) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
VPS Holding S.à r.l., Société à responsabilité limitée.
Capital social: GBP 28.770.326,00.
Siège social: L-2453 Luxembourg, 20, rue Eugène Ruppert.
R.C.S. Luxembourg B 151.797.
Les comptes annuels au 31 mars 2011 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Jan Willem Overheul
<i>Gérant de classe Bi>
Référence de publication: 2011173560/11.
(110202189) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Wallis Properties S.à r.l., Société à responsabilité limitée.
Siège social: L-1653 Luxembourg, 2, avenue Charles de Gaulle.
R.C.S. Luxembourg B 112.416.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173561/10.
(110201836) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Wynnchurch Capital Investments S.à r.l., Société à responsabilité limitée.
Siège social: L-2540 Luxembourg, 15, rue Edward Steichen.
R.C.S. Luxembourg B 103.321.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2011173564/9.
(110201491) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Washington Investholding S.à r.l., Société à responsabilité limitée - Société de gestion de patrimoine
familial.
Siège social: L-1660 Luxembourg, 60, Grand-rue.
R.C.S. Luxembourg B 84.804.
Le bilan au 31 décembre 2010 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2011173565/10.
(110201904) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Wasteels Trains de Nuit, Société Anonyme.
Siège social: L-1420 Luxembourg, 5, avenue Gaston Diderich.
R.C.S. Luxembourg B 17.179.
Les comptes annuels au 30 juin 2004 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173566/10.
(110202106) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
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BNY Mellon GSS Holdings (Luxembourg) S.à r.l., Société à responsabilité limitée.
Capital social: EUR 125.000,00.
Siège social: L-1931 Luxembourg, 13-15, avenue de la Liberté.
R.C.S. Luxembourg B 134.044.
Les comptes annuels au 31 décembre 2010, ainsi que les informations et documents annexes ont été déposés au
registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16 décembre 2011.
Signature
<i>Un mandatairei>
Référence de publication: 2011173640/13.
(110202565) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Wiesen-Piront Constructions S.A., Société Anonyme.
Siège social: L-8140 Bridel, 88C, rue de Luxembourg.
R.C.S. Luxembourg B 85.748.
Les comptes annuels au 31/12/2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16/12/2011.
G.T. Experts Comptables Sàrl
Luxembourg
Référence de publication: 2011173568/12.
(110201480) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Woodstock by Conrardy Successeurs S.à r.l., Société à responsabilité limitée.
Siège social: L-4973 Dippach, 161, route de Luxembourg.
R.C.S. Luxembourg B 91.748.
Le bilan au 31 décembre 2010 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
<i>Mandatairei>
Référence de publication: 2011173569/10.
(110202043) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Z Men S.à r.l., Société à responsabilité limitée.
Capital social: EUR 38.800,00.
Siège social: L-1724 Luxembourg, 11A, boulevard du Prince Henri.
R.C.S. Luxembourg B 122.410.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Z MEN Sàrl
Société à Responsabilité Limitée
Référence de publication: 2011173582/11.
(110201640) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
ACL-Services S.A., Société Anonyme.
Siège social: L-8080 Bertrange, 54, route de Longwy.
R.C.S. Luxembourg B 10.997.
Les comptes annuels au 31 décembre 2007 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
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Signature
<i>Un mandatairei>
Référence de publication: 2011173618/11.
(110202524) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Air Pericom S.A., Société Anonyme.
Siège social: L-2146 Luxembourg, 63-65, rue de Merl.
R.C.S. Luxembourg B 93.326.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173621/10.
(110202489) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Aida S.A., Société Anonyme.
Siège social: L-2520 Luxembourg, 33, allée Scheffer.
R.C.S. Luxembourg B 60.114.
Le Bilan au 31/12/2010 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
<i>Pour le Conseil d'administration
i>Signature
Référence de publication: 2011173620/11.
(110202476) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Air Pericom S.A., Société Anonyme.
Siège social: L-2146 Luxembourg, 63-65, rue de Merl.
R.C.S. Luxembourg B 93.326.
Les comptes annuels au 31 décembre 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173622/10.
(110202495) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Air Pericom S.A., Société Anonyme.
Siège social: L-2146 Luxembourg, 63-65, rue de Merl.
R.C.S. Luxembourg B 93.326.
Les comptes annuels au 31 décembre 2008 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173623/10.
(110202498) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Central European Capital S.à r.l., Société à responsabilité limitée.
Capital social: EUR 12.500,00.
Siège social: L-1882 Luxembourg, 5, rue Guillaume Kroll.
R.C.S. Luxembourg B 98.893.
Lors de L'assemblée générale ordinaire tenue en date du 16 décembre 2011, les associes ont pris les décisions suivantes:
1. Transfert du siège social de la société du 67 rue Ermesinde L-1469 Luxembourg au 5 rue Guillaume Kroll L-1882
Luxembourg avec effet immédiat.
2. Transfert de l'adresse professionnelle de Alan Dundon et Géraldine Schmit, gérants au 5 rue Guillaume Kroll L-1882
Luxembourg avec effet immédiat.
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Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16 décembre 2011.
Référence de publication: 2011174013/15.
(110203022) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Air Pericom S.A., Société Anonyme.
Siège social: L-2146 Luxembourg, 63-65, rue de Merl.
R.C.S. Luxembourg B 93.326.
Les comptes annuels au 31 décembre 2007 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173624/10.
(110202504) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Air Pericom S.A., Société Anonyme.
Siège social: L-2146 Luxembourg, 63-65, rue de Merl.
R.C.S. Luxembourg B 93.326.
Les comptes annuels au 31 décembre 2006 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173625/10.
(110202506) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Air Pericom S.A., Société Anonyme.
Siège social: L-2146 Luxembourg, 63-65, rue de Merl.
R.C.S. Luxembourg B 93.326.
Les comptes annuels au 31 décembre 2005 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173626/10.
(110202509) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
AMC Finance S.A., Société Anonyme.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 97.777.
Les comptes annuels au 31 DECEMBRE 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173627/10.
(110202754) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Checkpoint Assurances S.à r.l., Société à responsabilité limitée.
Siège social: L-1723 Luxembourg, 13, rue Jean-Pierre-David Heldenstein.
R.C.S. Luxembourg B 140.291.
Les comptes annuels au 31/12/2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
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2M CONSULTANT SARL
<i>Cabinet comptable et fiscal
i>13, rue Bolivar
L-4037 Esch/Alzette
Signature
Référence de publication: 2011173645/14.
(110202823) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
AMEVA International S.A., Société Anonyme.
Siège social: L-1330 Luxembourg, 26, boulevard Grande-Duchesse Charlotte.
R.C.S. Luxembourg B 145.832.
Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16 décembre 2011.
Signature.
Référence de publication: 2011173628/10.
(110202753) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Arcal S.à r.l., Société à responsabilité limitée.
Siège social: L-2320 Luxembourg, 68-70, boulevard de la Pétrusse.
R.C.S. Luxembourg B 101.751.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173630/10.
(110202936) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Authentic S.àr.l., Société à responsabilité limitée.
Siège social: L-8060 Bertrange, 80, route de Longwy.
R.C.S. Luxembourg B 45.207.
Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16 décembre 2011.
Signature.
Référence de publication: 2011173632/10.
(110202784) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
WATERLELIE, Société de Gestion de Patrimoine Familial, SPF, Société Anonyme - Société de Gestion
de Patrimoine Familial.
Siège social: L-2546 Luxembourg, 5, rue C.M. Spoo.
R.C.S. Luxembourg B 31.496.
EXTRAIT
L'Assemblée générale ordinaire du 28 juin 2010 a reconduit pour un terme d'un an le mandat d'administrateur de
Messieurs Luciano DAL ZOTTO, Nico BECKER et Guy SCHOSSELER, leur mandat venant à échéance à l'issue de l'As-
semblée générale ordinaire annuelle de 2011.
L'Assemblée a reconduit, également pour un terme d'une année, le mandat de Commissaire aux comptes de Madame
Nathalie THUNUS, son mandat expirant à l'issue de l'Assemblée générale ordinaire annuelle de 2011.
Pour extrait conforme
WATERLELIE
Société de Gestion de Patrimoine Familial, SPF
Société anonyme
Signature
Référence de publication: 2011174943/19.
(110203582) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
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BLEC s.à r.l., BeLux Enterpises Consulting s.à r.l., Société à responsabilité limitée.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 153.807.
Les comptes annuels au 31 DECEMBRE 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173633/10.
(110202745) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Bercopa S.A., Société Anonyme.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 43.869.
Les comptes annuels au 31 DECEMBRE 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173636/10.
(110202737) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Bercopa S.A., Société Anonyme.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 43.869.
Les comptes annuels au 31 DECEMBRE 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173637/10.
(110202739) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Bioptone, Société à responsabilité limitée.
Siège social: L-2551 Luxembourg, 41, avenue du Dix Septembre.
R.C.S. Luxembourg B 155.826.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16.12.2011.
Signature.
Référence de publication: 2011173638/10.
(110202681) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Checkpoint Assurances S.à r.l., Société à responsabilité limitée.
Siège social: L-1723 Luxembourg, 13, rue Jean-Pierre-David Heldenstein.
R.C.S. Luxembourg B 140.291.
Les comptes annuels au 24/01/2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
2M CONSULTANT SARL
<i>Cabinet comptable et fiscal
i>13, rue Bolivar
L-4037 Esch/Alzette
Signature
Référence de publication: 2011173646/14.
(110202827) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
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Chez Edouard, Société à responsabilité limitée.
Siège social: L-3397 Roeser, 6, rue d'Alzingen.
R.C.S. Luxembourg B 69.106.
Les comptes annuels au 31.12.2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
FIDUCIAIRE ROLAND KOHN
259 ROUTE D'ESCH
L-1471 LUXEMBOURG
Signature
Référence de publication: 2011173647/13.
(110202882) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Chez Edouard, Société à responsabilité limitée.
Siège social: L-3397 Roeser, 6, rue d'Alzingen.
R.C.S. Luxembourg B 69.106.
Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
FIDUCIAIRE ROLAND KOHN
259 ROUTE D'ESCH
L-1471 LUXEMBOURG
Signature
Référence de publication: 2011173648/13.
(110202888) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
CA.P.EQ. Natexis S.A., Société Anonyme.
Siège social: L-2320 Luxembourg, 68-70, boulevard de la Pétrusse.
R.C.S. Luxembourg B 95.115.
Les comptes annuels au 30 juin 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173650/10.
(110202938) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Dreadnought Investments Limited S.à r.l., Société à responsabilité limitée.
Capital social: EUR 162.500,00.
Siège social: L-2163 Luxembourg, 35, avenue Monterey.
R.C.S. Luxembourg B 86.179.
<i>Extrait de la résolution de l’Associé Unique du 21 novembre 2011.i>
L'Associé Unique décide de transformer la classe du mandat de Monsieur Jean-Marie BETTINGER, né le 14 mars 1973
à Saint Avold (France), résidant professionnellement au 35, avenue Monterey, L-2163 Luxembourg (Grand Duché du
Luxembourg) de la classe A à la classe B, à compter du 21 novembre 2011, et ce pour une durée indéterminée.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Pour extrait conforme
Signature
Référence de publication: 2011174057/15.
(110202221) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
8014
L
U X E M B O U R G
Vitalux s.àr.l., Société à responsabilité limitée.
Siège social: L-7759 Roost (Bissen),
R.C.S. Luxembourg B 154.530.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Fait à Roost, le 19 décembre 2011.
<i>Pour la Société
i>Claude STEINMETZ
<i>Gérant techniquei>
Référence de publication: 2011173884/13.
(110202576) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Vazon Investments S.A., Société Anonyme.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 136.666.
Les comptes annuels au 31 DECEMBRE 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173883/10.
(110202750) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Timeless S.àr.l., Société à responsabilité limitée.
Siège social: L-8060 Bertrange, 80, route de Longwy.
R.C.S. Luxembourg B 45.239.
Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 16 décembre 2011.
Signature.
Référence de publication: 2011173865/10.
(110202764) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Worldwide Investors S.A., Société Anonyme.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 24.171.
Les comptes annuels au 31 DECEMBRE 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173887/10.
(110202734) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
Worldwide Investors S.A., Société Anonyme.
Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.
R.C.S. Luxembourg B 24.171.
Les comptes annuels au 31 DECEMBRE 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173886/10.
(110202732) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 décembre 2011.
8015
L
U X E M B O U R G
sul PALCO S.à.r.l., Société à responsabilité limitée.
Siège social: L-2340 Luxembourg, 2, rue Philippe II.
R.C.S. Luxembourg B 53.851.
Les comptes annuels au 31/12/2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Luxembourg, le 19/12/2011.
G.T. Experts Comptables Sàrl
Luxembourg
Référence de publication: 2011173892/12.
(110202664) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Almalux Group, Société Anonyme.
Siège social: L-9552 Wiltz, 20, rue des Pêcheurs.
R.C.S. Luxembourg B 124.002.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Fiduciaire Internationale SA
Référence de publication: 2011173927/10.
(110203414) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Ambiance Sun, Société à responsabilité limitée.
Siège social: L-4830 Rodange, 3, route de Luxembourg.
R.C.S. Luxembourg B 87.748.
Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Signature.
Référence de publication: 2011173933/10.
(110202804) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Amsit, Société Anonyme.
Siège social: L-1470 Luxembourg, 7, route d'Esch.
R.C.S. Luxembourg B 64.893.
Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Fiduciaire Internationale SA
Référence de publication: 2011173936/10.
(110203463) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Aphrodite S.à r.l., Société à responsabilité limitée.
Siège social: L-2120 Luxembourg, 16, allée Marconi.
R.C.S. Luxembourg B 94.019.
Les comptes annuels au 31 DECEMBRE 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
FIDUCIAIRE CONTINENTALE S.A.
Référence de publication: 2011173941/10.
(110202392) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 décembre 2011.
Editeur:
Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg
Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck
8016
Acacio Promotions SA
ACL-Services S.A.
Aida S.A.
Air Pericom S.A.
Air Pericom S.A.
Air Pericom S.A.
Air Pericom S.A.
Air Pericom S.A.
Air Pericom S.A.
Almalux Group
Ambiance Sun
AMC Finance S.A.
AMEVA International S.A.
Amsit
Aphrodite S.à r.l.
Arcal S.à r.l.
Authentic S.àr.l.
BeLux Enterpises Consulting s.à r.l.
Bercopa S.A.
Bercopa S.A.
Bioptone
BNY Mellon GSS Holdings (Luxembourg) S.à r.l.
CA.P.EQ. Natexis S.A.
Capital International Fund
Capital International Portfolios
Central European Capital S.à r.l.
Checkpoint Assurances S.à r.l.
Checkpoint Assurances S.à r.l.
Chez Edouard
Chez Edouard
Dreadnought Investments Limited S.à r.l.
Henderson Fund SICAV
PH (SPF) S.A.
sul PALCO S.à.r.l.
Timeless S.àr.l.
Vazon Investments S.A.
Vitalux s.àr.l.
Viva H2 S.à r.l.
VPS Group S.à r.l.
VPS Holding S.à r.l.
Wallis Properties S.à r.l.
Washington Investholding S.à r.l.
Wasteels Trains de Nuit
WATERLELIE, Société de Gestion de Patrimoine Familial, SPF
Wiesen-Piront Constructions S.A.
Woodstock by Conrardy Successeurs S.à r.l.
Worldwide Investors S.A.
Worldwide Investors S.A.
Wynnchurch Capital Investments S.à r.l.
Z Men S.à r.l.