# PART II - SHARE CAPITAL, UMBRELLA FUND AND RIGHTS
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## Share Capital

The authorised share capital of the Company is 2 Subscriber Shares of 1 Euro each and 1,000,000,000,000 shares of no par value initially designated as unclassified participating shares. The minimum issued share capital of the Company is Euro 2 or its equivalent in another currency and the maximum issued share capital of the Company is Euro 1,000,000,000,000 or its equivalent in any other currency.
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## Umbrella Fund

The Company is an “umbrella fund” comprising separate portfolios of assets and liabilities attributable thereto referred to herein as Fund(s) as further described in Clause 8 of Appendix II by reference to which shares are issued.
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## Issue of shares
	- Shares may only be issued as fully paid and shall have no par value.
	- The amount of the paid up share capital of the Company shall at all times be equal to the NetAsset Value of the Company.

- The Directors may from time to time issue fractions of shares. Notwithstanding anything contained in the Articles the holder of a fraction of a share may not exercise any voting rights in respect of such share.
- The Directors may issue any of the unclassified shares as participating shares in a Fund with such rights or restrictions as the Directors may determine. The Directors may issue more than one class of shares which participate in a Fund. The provisions contained in Clauses 1 to 7 of Appendix II shall govern the terms and conditions relating to the issue of shares.
- The Directors, on the allotment and issue of any shares, may impose restrictions on the transferability or disposal of the shares as may be considered by the Directors to be in the best interests of the Holders as a whole.
- The Directors may in their absolute discretion refuse to accept any application for shares in the Company or accept any application in whole or in part.
- The Directors are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities, including fractions thereof, (as defined for the purposes of Section 1021 of the Companies Act) up to an amount equal to the authorised but as yet unissued share capital of the Company.
- Shares issued solely for the purposes of the incorporation of the Company and to enable the Company to seek authorisation under the Regulations from the Competent Authority will be issued at an issue price of €1 per share and shall be known as Subscriber Shares. Subscriber Shares will be transferred to investors who apply for shares during the relevant Initial Offer Period and prior to the expiration of such Initial Offer Period shall, save for 2 Subscriber Shares of €1 per share, be redesignated as shares.
- Notwithstanding any other provision of these Articles the Directors may permit title to the shares to be transferred by means of a computer based system and the Directors shall have the power to implement any arrangements they think fit for evidencing title and arranging transfer of such shares and may implement any ancillary arrangements (including any anti- money laundering requirements) which seem to them necessary or desirable in respect of shares to be transferred via such a system.
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## Variation of rights
- Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three- fourths in number of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class, and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up but such consent or sanction will not be required in the case of a variation, amendment or abrogation of the rights attached to any shares of any class if, in the view of the Directors, such variation, amendment or abrogation does not materially prejudice the interests of the relevant Holders or any of them. Any such variation, amendment or abrogation will be set out in a supplement to (or re-statement of) the relevant Supplement originally issued in connection with the relevant shares, a copy of which will be sent to the relevant Holders entered on the Register on the date of issue of such document and will be binding on the relevant Holders. The quorum at any such separate general meeting, other than an adjourned meeting, shall be one person holding or representing by proxy at least one- third of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding or representing by proxy shares of the Class in question or his proxy.
- The rights conferred upon the Holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the shares of that Class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto.
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## Trusts not recognised

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder. This shall not preclude the Company from requiring the Holders or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.
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## Disclosure of interests
	- Notwithstanding the provisions of the immediately preceding Article, the Directors, at any time and from time to time if, in their absolute discretion, they consider it to be in the interests of the Company to do so, may give a notice to the Holder or Holders of any share (or any of them) requiring such Holder or Holders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice) of full and accurate particulars of all or any of the following matters, namely:-
		- his interest in such share;
		- if his interest in the share does not consist of the entire beneficial interest in it, the interests of all persons having any beneficial interest in the share (provided that one joint Holder of a share shall not be obliged to give particulars of interests of persons in the share which arise only through another joint Holder); and
		- any arrangement (whether legally binding or not) entered into by him or any person having any beneficial interest in the share whereby it has been agreed or undertaken or the Holder of such share can be required to transfer the share or any interest therein to any person (other than a joint Holder of the share) or to act in relation to any meeting of the Company or of any class of shares of the Company in a particular way or in accordance with the wishes or directions of any other person (other than a person who is a joint Holder of such share).

	- If, pursuant to any notice given under paragraph 7.1, the person stated to own any beneficial interest in a share or the person in favour of whom any Holder (or other person having any beneficial interest in the share) has entered into any arrangements referred to in sub- paragraph 7.1.3, is a body corporate, trust, society or any other legal entity or association of individuals and/or entities, the Directors, at any time and from time to time if, in their absolute discretion, they consider it to be in the best interests of the Company to do so, may give a notice to the Holder or Holders of such share (or any of them) requiring such Holder or Holders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice) of full and accurate particulars of the name and addresses of the individuals who control (whether directly or indirectly and through any number of vehicles, entities or arrangements) the beneficial ownership of all the shares, interests, units or other measure of ownership of such body corporate, trust, society or other entity or association wherever the same shall be incorporated, registered or domiciled or wherever such individuals shall reside provided that if at any stage of such chain of ownership the beneficial interest in any share shall be established to the satisfaction of the Directors to be in the ownership of any body corporate any of whose share capital is listed or dealt in on any bona fide stock exchange, unlisted securities market or over-the-counter securities market, it shall not be necessary to disclose details of the individuals ultimately controlling the beneficial interests in the shares of such body corporate.
	- The Directors, if they think fit, may give notices under paragraphs 7.1 and 7.2 at the same time on the basis that the notice given pursuant to paragraph 7.2 shall be contingent upondisclosure of certain facts pursuant to a notice given pursuant to paragraph 7.1.

- The Directors may require (before or after the receipt of any written particulars under this Article) any such particulars to be verified by statutory declaration.
- The Directors may serve any notice pursuant to the terms of this Article irrespective of whether or not the Holder on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in part with any notice given under this Article in respect of a share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall prejudice or affect in any way any non- compliance not so waived whether by the Holder concerned or any other joint Holder of the share or by any person to whom a notice may be given at any time.
- For the purpose of establishing whether or not the terms of any notice served under this Article shall have been complied with the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.
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## Payment of commission

The Company may exercise the powers of paying commissions conferred by the Companies Act. Subject to the provisions of the Companies Act and these Articles, any such commission may be satisfied by the payment of cash or by the allotment of fully paid shares or partly in one way and partly in the other. On any issue of shares the Company may also pay such brokerage as may be lawful.

Translation (ENDE, 2018-11-16):
# TEIL II - GRUNDKAPITAL, UMBRELLA-FONDS UND RECHTE
- Grundkapital
- Umbrella-Fonds
- Ausgabe von Anteilen
- Änderung von Rechten
- Nichtanerkennung von Treuhandverhältnissen
- Offenlegung von Beteiligungen
- Zahlung von Provisionen