# PART XI - POWERS OF DIRECTORS
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## Directors' powers
	- Subject to the provisions of the Companies Act, the Regulations, the Central Bank UCITS Regulations, Section 1 of this Constitution and these Articles and to any directions by the Holders given by ordinary resolution, not being inconsistent with these Articles, with the Companies Act or with the Regulations, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Companies Act, the Regulations, the Central Bank UCITS Regulations or by these Articles required to be done or exercised by the Company in general meeting. Without prejudice to the generality of the foregoing, the Directors may exercise all powers of the Company in relation to the investment of the Assets in accordance with Clause 20 of AppendixII.

- No alteration of the Constitution and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
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## Power to delegate

Without prejudice to the generality of the last preceding Article, the Directors may delegate any of their powers to any committee whether or not consisting of Directors. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying.
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## Appointment of attorneys/agents/delegates/Depositary
	- The Directors, from time to time and at any time by power of attorney under seal or otherwise, may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or agent or delegate of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit. Any such power of attorney may contain such provisions for the protection of persons dealing with any such appointee as the Directors may think fit, may contain indemnities in favour of any attorney and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.


64.1A The Directors may appoint any person, firm or corporation which is qualified to act as manager of a UCITS pursuant to the Regulations and which has been approved in advance by the Competent  Authority to act as manager of the Company, and may entrust to and confer on the manager so appointed any of the powers exercisable by them as Directors, on such terms and conditions including  the right to remuneration payable by the Company and with such restrictions as they think fit and either	collaterally with or to the exclusion of their own powers. The appointment of a new or replacement manager shall be subject to the prior approval by the Competent Authority and any such new or	replacement manager must be authorised to act as manager of a UCITS pursuant to the Regulations.
- Without prejudice to the generality of the foregoing, the Directors may, with the prior approval of the Competent Authority, appoint a manager and in accordance with the requirements of the Competent Authority appoint an investment manager and/or investment adviser, administrator and/or other similar entity to manage and/or advise on the investment of the Assets and the administration of the Company, on such terms and conditions as the Directors may deem fit. The remuneration and expenses of such appointees may be charged to the Company as disclosed in the Prospectus.
- Notwithstanding the generality of 64.1 above the Directors may appoint an agent for the purposes of exercising their power to allot relevant securities in accordance with the provisions of Article 4.
- Without prejudice to the generality of the foregoing, the Directors shall appoint a Depositary to all of the Assets (including cash) of the Company in accordance with the provisions of Clauses 20-23 of Appendix II.
- Any dealings (including, but not limited to, dealing in shares of the Company) by any person referred to in this Article will be subject to such rules and conditions as may be laid down by the Competent Authority from time to time.
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## Borrowing powers

Subject to the Regulations, the Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property and assets (both present and future), and uncalled capital or any part thereof and to issue securities, whether outright or as collateral security for any debt, liability or obligation of the Company provided that all such borrowings shall be within the limits and conditions laid down by the Competent Authority.
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## Execution of negotiable instruments

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time.

Translation (ENFR, 2018-11-16):
# PARTIE XI – POUVOIRS DES ADMINISTRATEURS
- Pouvoirs des Administrateurs
- Pouvoir de déléguer
- Nomination des représentants/agents/délégués/Dépositaires
- Capacités d’emprunt
- Exécution des instruments négociables