THE COMPANIES ACT 2014
AND
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR
COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES)REGULATIONS 2011 AS AMENDED BY THE EUROPEAN UNION (UNDERTAKINGS FOR
COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) (AMENDMENT)REGULATIONS 2016 AS AMENDED

CONSTITUTIONOFBROOKFIELD INVESTMENT FUNDS (UCITS)
PUBLIC LIMITED COMPANY(as amended by Special Resolution dated 9 June 2017)

INVESTMENT COMPANY WITH
VARIABLE CAPITALUMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDS

McCann FitzGerald
Solicitors
Riverside One
Sir John Rogerson’s Quay
Dublin 223634759

THE COMPANIES ACT 2014
AND
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVEINVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 AS AMENDED BY
THE EUROPEAN UNION (UNDERTAKINGS FOR
COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) (AMENDMENT)REGULATIONS 2016 AS AMENDEDINVESTMENT COMPANY WITH VARIABLE CAPITALUMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDSMEMORANDUM OF ASSOCIATIONOFBROOKFIELD INVESTMENT FUNDS (UCITS)
PUBLIC LIMITED COMPANY(as amended by Special Resolution dated 9 June 2017)1.

The name of the Company is BROOKFIELD INVESTMENT FUNDS (UCITS) PUBLIC
LIMITED COMPANY.

2.

The Company is a public limited company.

3.

The sole object for which the Company is established is the collective investment intransferable securities and/or other liquid financial assets of capital raised from the public,
operating on the principle of risk-spreading, as permitted by Regulations 68 of the European
Communities (Undertakings for Collective Investment in Transferable Securities) Regulations
2011, as may be amended from time to time. For the purposes of achieving this sole object,
the Company will have the following powers, which will be exercised in accordance with the
Principal Regulations referred to above:(a)JOR\23634759.3

To carry on business as an investment company, to acquire by original subscription
or otherwise, invest in and hold by way of investment shares, stocks, debentures,
debenture stock, bonds, obligations, certificates of deposit, treasury bills, trade bills,
bank acceptances, bills of exchange, promissory notes and securities of all kinds
created or issued or guaranteed by any government or governmental or like authority
or otherwise, in any part of the world, or by any company, organisation, bank,association or partnership, whether with limited or unlimited liability, constituted or
carrying on business in any part of the world, units of or participations in any unit
trust scheme, mutual fund or Collective Investment Scheme in any part of the world(including cross-investment in sub-funds of the Company), policies of assurance andinsurance, domestic and foreign currency and any present or future rights andinterests to or in any of the foregoing, futures contracts, options contracts, swap
contracts, contracts for differences and currency forward exchange contracts andfrom time to time to sell, exchange, lend, vary or dispose of and grant and dispose of
options over any of the foregoing and to deposit money (or place money on current

2account) with such persons in such currencies and otherwise on such terms as may
seem expedient.
(b)

To deposit money and/or securities and to deal in bills, notes, warrants, coupons,
and other negotiable or transferable securities or documents.

(c)

To acquire for the purpose of its business lands and real or personal property of any
kind and generally to manage, deal with and improve the property of the Company,
and to sell, lease, let, mortgage or otherwise dispose of the lands and other propertyof the Company.

(d)To borrow or raise money in any currency and secure or discharge any debt or
obligation of or binding on the Company in any manner.

(e)

To guarantee the payment of money by or the performance of any contracts,
liabilities, obligations of every description of any company, firm or person and to
grant guarantees and indemnities of every description.

(f)

To enter into any arrangements with any government or governmental or likeauthority, and to obtain from any such government or authority any rights andbenefits that may seem conducive to the objects of the Company or any of them.

(g)

To act as secretaries, managers, registrars, transfer agents or as trustees for any
person, firm or company, and to carry on any kind of financial, agency, broking orother operations.

(h)To enter into partnerships or into any arrangement for sharing profits, joint venture,
reciprocal concessions or co-operation with any person.

(i)To establish and/or carry on any other business which may be conveniently carriedon in connection with any business which the Company is authorised to carry on.

(j)

To promote any company or companies for the purpose of its or their acquiring all or
any of the property, rights and liabilities of the Company, or for any other purpose
which may seem directly or indirectly calculated to benefit the Company, and to pay
all the expenses of or incidental to such promotion.

(k)

To pay out of the funds of the Company all expenses which the Company may
lawfully pay incidental to the formation, registration and advertising of or raisingmoney for the Company and the issue of its capital, including any regulatory fees,
brokerage and commissions for obtaining applications for or taking, placing or
underwriting shares or debentures. For the avoidance of doubt, all fees and expenses
properly incurred by the Funds of the Company may be charged to the capital of theCompany.

(l)

To amalgamate or enter into partnership or into any arrangement for sharing profits,
union of interest, joint venture, reciprocal concessions or co operation with any
person or company carrying on, engaged in, or about to carry on or engage in any
business or transaction which the Company is authorised to carry on or engage in, or
any business or transaction capable of being conducted so as directly or indirectly tobenefit the Company, and to take or otherwise acquire and hold, sell, re issue, orotherwise deal with shares or stock in or securities or obligations of, and to subsidise
or otherwise assist any such securities or obligations or any dividends upon any suchshares or stock.

JOR\23634759.3

3

(m)

To do all such other things as the Company may deem incidental or conducive to theattainment of any of the aforesaid objects of the Company.

(n)

To distribute among the members of the Company in specie any assets of theCompany or any proceeds of sale or disposal of any assets of the Company and inparticular to repay any surplus or premiums on any shares of the Company.

(o)

To sell, let, develop, dispose of or otherwise deal with the undertaking or all or any
part of the property real or personal, rights or privileges of the Company upon suchterms as the Company may think fit, with power to accept as the consideration, any
shares, stocks, debentures, securities or obligations of or interest in any othercompany.

(p)

To procure the Company to be registered or recognised in any country or placeabroad.

(q)

As a pursuit in itself or otherwise, and whether for the purpose of making a profit or
avoiding a loss or for any other purpose whatsoever, either with or without theCompany receiving any consideration or benefit, to engage in currency and interest
rate transactions and any other financial or other transactions of whatever nature,including any transaction for the purposes of, or capable of being for the purposes of,
avoiding, reducing, minimising, hedging against or otherwise managing the risk ofany loss, cost, expense or liability arising, or which may arise, directly or indirectly,
from a change or changes in any interest rate or currency exchange rate or in the priceor value of any property, asset, commodity, index or liability or from any other risk
or factor affecting the Company's business, including but not limited to dealings,
whether involving purchases, sales or otherwise, in foreign and Irish currency, spot
and forward exchange rate contracts, forward rate agreements, caps, floors andcollars, futures, options, swaps, and any other currency interest rate and otherhedging arrangements and such other instruments as are similar to, or derivatives of,any of the foregoing.

(r)

To secure or otherwise collateralise on such terms and in such manner as may bethought fit, any indebtedness or obligation of the Company, either with or without
the Company receiving any consideration or benefit, whether by personal covenantof the Company, or by mortgage, charge, pledge, assignment, trust or any othermeans involving the creation of security over all or any part of the undertaking,assets, property, rights, goodwill, uncalled capital and revenues of the Company ofwhatever kind both present and future or by any other means of collateralisation
including, without limitation, by way of transfer of title to any of such undertaking,assets, property, rights, goodwill, uncalled capital and revenues.

(s)

Only in the cases and under the conditions specified in the Principal Regulations toestablish or acquire any wholly owned subsidiary or subsidiaries of the Company forthe benefit of the Company as a whole or one or more sub-funds established or to beestablished by the Company (the investments, assets and shares of which are held by
the Depositary or a sub-depositary appointed by the Depositary) with the priorapproval of the Central Bank and to capitalise any such subsidiary in any manner as
the Directors of the Company may consider appropriate from time to time, including
by way of share capital, loan or otherwise.

The objects, purposes and powers specified in each of the paragraphs of this clause shall be
regarded as independent objects, purposes and powers, and accordingly shall not be limited
or restricted (except where otherwise expressed in such paragraph) by the matters indicated

JOR\23634759.3

4

in any other paragraph or the order in which the same occur or by reference to the name of
the Company.
And it is hereby declared that the word “company” (except where used in reference to theCompany) in this Clause shall be deemed to include any partnership or other body of
persons, whether or not incorporated.
4.

The minimum issued share capital of the Company is $2 divided into 2 Subscriber Shares of$1 each. The maximum authorised share capital of the Company is 100,000,000,000
Participating Shares of no par value and 500,000 Subscriber Shares of $1 each.

5.

Subject to applicable law and the provisions of Article 155 of the Articles of Association of theCompany, the Company shall have the power to convert to an Irish collective-asset
management vehicle ("ICAV") and to apply to the Central Bank, to be registered as an ICAV
by way of continuation or otherwise.

6.

The liability of each shareholder is limited.

JOR\23634759.3

5

ARTICLES OF ASSOCIATIONTABLE OF CONTENTS(For the avoidance of doubt, this table of contents does not form part of the Articles of Association)
ArticlePage

Interpretation .......................................................................................................................................................8
Preliminary ......................................................................................................................................................... 13
Management ....................................................................................................................................................... 13
Depositary........................................................................................................................................................... 13
Management and Depositary Agreements .................................................................................................... 14
Share Capital ...................................................................................................................................................... 15
Allotment of Participating Shares ................................................................................................................... 16
Realisation of Participating Shares .................................................................................................................. 19
Redemption Price .............................................................................................................................................. 22
Qualified Holders .............................................................................................................................................. 24
Conversions ........................................................................................................................................................ 26
Classes of Participating Shares ........................................................................................................................ 28
Valuations of Funds .......................................................................................................................................... 29
Suspension of Issues and Realisations ............................................................................................................ 34
Calls on Subscriber Shares ................................................................................................................................ 35
Modification of Rights....................................................................................................................................... 35
Confirmation of Entry in the Register ............................................................................................................. 36
Transfer of Shares .............................................................................................................................................. 36
Transmission of Shares ..................................................................................................................................... 37
Variation of Share Capital ................................................................................................................................ 38
General Meetings ............................................................................................................................................... 38
Notices of General Meetings ............................................................................................................................ 39
Proceedings at General Meetings .................................................................................................................... 39

JOR\23634759.3

6

Votes of Members .............................................................................................................................................. 41
Directors .............................................................................................................................................................. 43
Transactions with Directors ............................................................................................................................. 45
Powers of Directors ........................................................................................................................................... 46
Proceedings of Directors ................................................................................................................................... 48
Borrowing and Other Powers .......................................................................................................................... 50
Managing Director............................................................................................................................................. 50
Secretary .............................................................................................................................................................. 50
The Seal ............................................................................................................................................................... 51
Dividends............................................................................................................................................................ 51
Financial Statements .......................................................................................................................................... 52
Capitalisation of Profits .................................................................................................................................... 53
Audit 54
Notices ................................................................................................................................................................. 54
Publication on a Website .................................................................................................................................. 56
Winding Up ........................................................................................................................................................ 56
Indemnity............................................................................................................................................................ 58
Reserves .............................................................................................................................................................. 58
Dealings by the Manager .................................................................................................................................. 58
Restriction on Modifications to Articles ......................................................................................................... 59
Destruction of Documents ................................................................................................................................ 59
Total Repurchase ............................................................................................................................................... 59
Conversion to ICAV .......................................................................................................................................... 60
Overriding Provisions ....................................................................................................................................... 60

JOR\23634759.3

7

THE COMPANIES ACT 2014
AND
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN
TRANSFERABLE SECURITIES) REGULATIONS 2011 AS AMENDED BY
THE EUROPEAN UNION (UNDERTAKINGS FOR
COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) (AMENDMENT)REGULATIONS 2016 AS AMENDEDINVESTMENT COMPANY WITH VARIABLE CAPITALUMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDS
ARTICLES OF ASSOCIATIONOFBROOKFIELD INVESTMENT FUNDS (UCITS)
PUBLIC LIMITED COMPANY(as amended by Special Resolution dated 9 June 2017)

INTERPRETATION
1.

Sections 43 (2), 94 (1), 95 (1) (3) and (4), 148 (2), 158 to 160, 162 to 165, 180 (5), 181 (6), 182 (2)and 182 (5), 183 (3), 187, 188, 218 (3), 218 (5), 229 (1), 230, 618 (1) (b), 1090, 1092 and 1113 of the
Act shall not apply to the Company.

2.

In these Articles, the following words and expressions shall have the following meanings, if
not inconsistent with the subject or context.
“Accounting Date” means 31 December of each year or such other date as the Directors mayfrom time to time decide.
“Act” means the Companies Act 2014 and every statutory modification and re-enactment
thereof for the time being in force;“Acts” means the Act and each statutory instrument which is to be read as one with, orconstrued or read together as one with, the Act.
“Administrator” means the person appointed and for the time being acting as Administratorof the assets of the Company.
“Auditor” means the statutory Auditor or statutory Auditors for the time being of theCompany.
“Business Day” means, unless otherwise determined by the Directors, any day (excluding
Saturdays, Sundays and public holidays in Ireland) on which retail banks in Ireland and New
York are open for business or such other day or days as may be determined by the Directors.
“Central Bank” means the Central Bank of Ireland and any successor regulator of theCompany.
“Central Bank UCITS Regulations” means the Central Bank (Supervision and Enforcement)

JOR\23634759.3

8

Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities)
Regulations 2015, as may be amended, supplemented or modified from time to time and anyother statutory instrument, regulations, rules, conditions, notices, requirements or guidanceof the Central Bank issued from time to time applicable to the Company pursuant to the
Principal Regulations and the UCITS Regulations or either of them, as the case may be.
“Close of Business” means 5.00 pm Irish time on any day or such other time on any day as
the Directors, with the consent of the Administrator, may determine for an individual Fund.
“Collective Investment Scheme” means:(a)any arrangement made for the purpose, or having the effect, of providing facilities forthe participation by persons, as beneficiaries under a trust, in profits or income
arising from the acquisition, holding, management or disposal of investments or any
other property whatsoever; and(b)

any other investment vehicle of a similar nature to that described in paragraph (a) of
this definition (including, without limitation, an open-ended investment company,
mutual fund or fonds commun de placement) and, in relation to any such collective
investment scheme, “unit” means any unit, share or other interest (however
described) of similar nature in such collective investment scheme.

“Company” means the company whose name appears on the heading to this Constitution.
“Constitution” means the constitution of the Company, comprising Memorandum andArticles of Association.
“Contract Note” means a written confirmation issued by the Company pursuant to Articles
29 to 34 hereof.
“Depositary” means the company appointed and for the time being acting as depositary of
the assets of the Company pursuant to Articles 8-10 hereof.
“Depositary Agreement” means any depositary agreement for the time being subsisting
between the Company and the Depositary and relating to the appointment and duties of the
Depositary.
“Dealing Day” ” means any Business Day or such other day as the directors may from time
to time determine on which Shares in a Fund can be purchased or redeemed as set out in the
Prospectus and/or the applicable Supplement for that Fund and which days are referred to,and defined in, the Prospectus (and/or Supplement(s)) as a “Subscription Date” ” and/or a“Redemption Date” ” provided that there should not be less than two Dealing Days inrespect of each Fund per month except during a period of suspension of issues andredemptions of Participating Shares as described in Article 24 below provided further that if
the Manager decides to change such day or the interval between such days (other than in thecase of a temporary change) it shall give reasonable notice of such change to the Shareholders
in the relevant Fund and to the Central Bank in such manner as shall be approved by the
Depositary.
“Directors” means the Directors of the Company for the time being, or as the case may be, theDirectors present at a meeting of the board of the Directors or any duly constituted committee
thereof.
“Dollars” or “$” means US dollars, the lawful currency of the United States.

JOR\23634759.3

9

“Duties and Charges” means all stamp and other duties, taxes, governmental charges,
brokerage, bank charges, transfer fees, registration fees and other duties and charges arisingin connection with any transaction or dealing in any assets of the Company but shall notinclude any commission charges or costs which may have been taken into account inascertaining the value of the Net Assets.
“Electronic Address” means any address or number used for the purposes of sending or
receiving documents or information by Electronic Means.
“Electronic Form” means it is given, served or delivered by Electronic Means including,
without limitation, by making such notice, document or information available on a website orby sending such notice, document or information by e-mail.
“Electronic Means” are means of electronic equipment for the processing (including digitalcompression), storage and transmission of data, employing wires, radio, optical technologies,
or any other electromagnetic means.
“Euro” or “€” means the currency referred to in the second sentence of Article 2 of theCouncil Regulation (EC) No. 974/98 of 3 May 1998 and as adopted as the single currency ofthe participating European Union Member States.
“Fund” means a Fund maintained in accordance with Article 22 hereof in respect of which
each class of Participating Shares, to which all assets and liabilities, income and expenditure
attributable or allocated to each such class shall be applied or charged.
“Investment” means any investment authorised by the Constitution of the Company andwhich is permitted by Part 8 of the Principal Regulations.
“Investment Adviser” means the body corporate, unincorporated body, person or persons orother entity appointed and for the time being acting as investment adviser or investment
manager to the Company or, where the Company has appointed a Manager pursuant to
Article 6, the Manager.
“Irish Stock Exchange” means the Irish Stock Exchange plc.
“In writing” includes printing, lithography, photography and any other modes ofrepresenting or reproducing words in a legible and non-transitory form provided that it shallnot include writing in Electronic Form except (i) as provided in these Articles and (ii) in thecase of a notice, document or information to be given, served or delivered to the Company,
where the Company has agreed to receipt in such form and such notice, document or
information is given, served or delivered in such form and manner as may have been
specified by the Directors from time to time for the giving, serving or delivery of notices,
documents or information in Electronic Form. Expressions in these Articles referring to
execution of any document shall include any mode of execution whether under seal or under
hand and any mode of electronic signature as may from time to time be approved by the
directors.
“Manager” means any company appointed and for the time being acting as Manager of theCompany pursuant to Article 6 hereof.
“Management Agreement” means any agreement for the time being subsisting to which theCompany and the Manager are parties relating to the appointment and duties of theManager.

JOR\23634759.3

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“Member” means a person who is registered as the holder of Participating Shares in theRegister for the time being kept by or on behalf of the Company.
“Member State” means, for the time being, a member state of the European Union.
“Minimum Subscription” means the minimum subscription amount in respect of any Fund
as provided for in the Prospectus and/or applicable Supplement.
“Month” means calendar month.
“Net Assets” means the net assets of the Company as determined pursuant to Article 23
hereof.
“Net Asset Value” means the amount determined by reference to any particularBusiness Day or Dealing Day, as the case may be, pursuant to Article 23 hereof.
“OECD” means the Organisation of Economic Co-operation and Development and any
member country thereof, respectively.
“Office” means the registered office of the Company.
“Paid Up” shall include credited as paid up.
“Participating Share” or “Share” means a Participating Share in the capital of the Company
of no par value issued subject to and in accordance with the Acts, the UCITS Rules and theConstitution of the Company with the rights provided for thereunder.
“Principal Regulations” means the European Communities (Undertakings for Collective
Investment in Transferable Securities) Regulations 2011 or any subsequent amendment
thereto.
“Prospectus” means the prospectus to be issued by the Company (as may be amended or
supplemented from time to time) in connection with the authorisation of the Company as an
open-ended company by the Central Bank and the initial public offer for its Participating
Shares.
“Recognised Market” means such markets that meet the regulatory criteria (regulated,
operates regularly, recognised and open to the public) and which are listed in the Prospectus
and/or Supplement from time to time. With the exception of permitted investments inunlisted securities the Company will only invest in those securities and derivative
instruments listed or traded on a stock exchange or market (including derivative markets)
which meet the regulatory criteria mentioned above.
“Redemption” shall include repurchase.
“Redemption Price” means the price at which Participating Shares shall be redeemed
calculated in accordance with Article 19 hereof.
“Register” means the register of Members to be kept pursuant to the Acts.
“Seal” means the common seal of the Company.
“Secretary” means any person appointed by the Directors to perform any of the duties of theSecretary of the Company.

JOR\23634759.3

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“Signed” includes a signature or representation of a signature affixed by mechanical means.
“Shareholder” means a Member.
“Shares” means the Participating Shares or the Subscriber Shares as the case may be.
“Subscriber Share” means a subscriber share in the capital of the Company issued inaccordance with these Articles.
“Subscription Price” means the price at which Participating Shares shall be issued calculated
in accordance with Article 17 hereof.
“Supplement” means a supplement to the Prospectus containing information relating to a
Fund.
“UCITS” means an undertaking for collective investment in transferable securities, as
defined in the Principal Regulations.
“UCITS Directive” means Directive 2014/91/EU of the European Parliament and of theCouncil of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws,
regulations and administrative provisions relating to undertakings for collective investment
in transferable securities (UCITS) as regards depositary functions, remuneration policies andsanctions.
“UCITS Regulations” means the European Union (Undertakings for Collective Investment inTransferable Securities) (Amendment) Regulations 2016 (amending the Principal Regulations)as may be modified, amended, supplemented, consolidated or re-enacted from time to time.
“UCITS Rules” means the UCITS Directive, Principal Regulations, the UCITS Regulations
and the Central Bank UCITS Regulations, as appropriate.
“Valuation Date” means the relevant Business Day on which the Net Asset Value of a Fundis calculated as set out in the Prospectus and/or applicable Supplement. For the avoidance of
doubt, there will be a Valuation Date in respect of each Dealing Day.
“Valuation Point” means the relevant time on each Valuation Date at which the Net Asset
Value of a Fund is calculated as set out in the Prospectus and/or applicable Supplement.
References to enactments and to articles of enactments shall include reference to any
modifications or re-enactments thereof for the time being in force.
3.

4.

In these Articles, unless there be something in the subject or context inconsistent with such
construction:(a)words importing the singular number shall include the plural number and vice versa;(b)words importing the masculine gender only shall include the feminine gender; and(c)words importing persons only shall include companies or associations or bodies of
persons, whether corporate or not.

Subject to the last two preceding Articles, any words or expressions defined in the Acts or in
the Principal Regulations shall, if not inconsistent with the subject or context, bear the same
meaning in these Articles.

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PRELIMINARY
5.

The preliminary expenses incurred in forming the Company and in connection with theinitial issue of its Participating Shares were paid by the Company.
MANAGEMENT

6.

(1)

The Directors may appoint any company qualified to act as manager of a UCITS
pursuant to the Principal Regulations and which has the approval of the Central Bank
to act as Manager of the Company and may entrust to and confer upon the Manager
so appointed any of the powers exercisable by them as Directors, upon such terms
and conditions including the right to remuneration payable by the Company andwith such powers of delegation and restrictions as they think fit and either
collaterally with or to the exclusion of their own powers. The Manager may retire or
be removed by the Company in accordance with the terms of any Management
Agreement. Any new Manager appointed to the Company must be approved by theCentral Bank. The Directors, or where the Directors have appointed a Manager
pursuant to this Article, the Manager, to the extent required by the Central BankUCITS Regulations, will act as the responsible person for the purposes of the Central
Bank UCITS Regulations.

(2)

The Directors, or where the Directors have appointed a Manager pursuant to Article
6(1), the Manager, may, in accordance with the requirements of the Central BankUCITS Regulations, appoint any person, firm or corporation to be the Investment
Adviser, Administrator or registrar of the Company or to provide such other services
as may be required by the Company, upon such terms and conditions including theright to remuneration payable or to be reimbursed by the Company or the Manager(either out of the assets of the relevant Fund or out of any fee payable by theCompany to the Manager) and with such power of delegation and such restrictions
as they think fit. For the avoidance of doubt, the Investment Adviser shall also beentitled to appoint one or more trading managers in respect of any Fund. The fees
payable to any trading manager shall be paid out of the Investment Adviser’s fee.
Any expenses (including transaction charges) incurred by the Investment Adviser ora trading manager in the performance of their duties shall be payable out of the assetsof the Company. Any such expenses incurred in relation to a particular Fund shall bepayable out of the assets of that Fund.

7.

DEPOSITARY
8.

Before issuing any Participating Shares the Directors shall appoint a Depositary approved by
the Central Bank which shall be responsible for the safe keeping of all the assets of theCompany and carry out the functions required of a trustee and depositary by the Principal
Regulations, and perform such other duties upon such terms as the Directors may from time
to time (with the agreement of the Depositary) determine. The remuneration of the
Depositary shall be payable by the Company.

9.

(1)

The Depositary shall be a company qualified to act as depositary of a UCITS pursuant
to the Principal Regulations, and which has the approval of the Central Bank.

(2)

Notwithstanding the provisions of Article 9(1) the Depositary may with the consent
of the Directors appoint any other person to hold as nominee for the Depositary any
Investments which cannot conveniently be held by or in the name of the Depositary.

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The Depositary may upon the terms and conditions of the Depositary Agreement
procure that Investments may be held by persons other than the Depositary.
10.

(1)

In the event of the Company wishing to remove the Depositary or of the Depositarydesiring to retire the Directors shall use their best endeavours to find a company
willing to act as Depositary and having the qualifications referred to in Article 9 toact as Depositary and upon doing so the Directors shall appoint such company to be
Depositary in place of the retiring Depositary.

(2)

The appointment of a new Depositary must be approved by the Central Bank inadvance.

(3)

The current Depositary may not retire until a new Depositary (who has been
approved in advance by the Central Bank) is appointed.

(4)

Despite attempts by the Company (or where relevant, the Manager) to appoint a new
Depositary, if (i) no replacement for the current Depositary has been appointed inaccordance with Regulation 32 of the Central Bank UCITS Regulations and (ii) the
current Depositary is unwilling or unable to act as such, then.

(5)

(e)

a general meeting will be convened at which an ordinary resolution, or sucha resolution passed by such majority as is specified in this Constitution towind up or otherwise dissolve the Company is so proposed; and(f)the appointment of the current Depositary may be terminated only on the
revocation of the authorisation of the Company.

The Company (or where relevant, the Manager) may terminate the appointment of
the Depositary only: (i) upon the appointment of a new Depositary, or (ii) upon the
revocation of the authorisation of the Company.

MANAGEMENT AND DEPOSITARY AGREEMENTS
11.

(1)

The terms of any agreement entered into by the Company appointing any person toact as Manager or Depositary of the Company (other than the original agreements
appointing the first Manager or first Depositary entered into prior to the first issue ofParticipating Shares other than to the subscribers of the Memorandum of
Association), and any variations made after the first issue of Participating Shares toany such agreement then in force, shall be subject to approval by a resolution passedby the majority of holders for the time being of the Participating Shares (or of any
class thereof as the case may require) present or represented by proxy at a meeting of
the holders of such Participating Shares.

(2)

Approval of an agreement referred to in paragraph (1) of this Article shall not be
required where either:

JOR\23634759.3(a)the terms of any new agreement entered into for the appointment of a new
Manager or Depositary do not differ materially from those in force with theformer Manager or Depositary on termination of its appointment; or(b)the agreement relates to a variation to an existing agreement and theCompany, the Manager and the Depositary each certify that any suchvariation:

14

(3)

(a)

is required only to enable the affairs of the Company to be moreconveniently or economically managed or otherwise to benefit theholders of Participating Shares;(b)will not prejudice the interests of the then existing holders ofParticipating Shares or any of them;(c)will not alter the fundamental provisions or objects of the agreement;
and

(d)

will not operate to release the Manager or the Depositary from any
responsibility to the Company.

Any agreements between the Company and a Manager and Depositary and any
amendments or variation thereto shall be in accordance with the requirements of theCentral Bank UCITS Regulations.
SHARE CAPITAL

12.

13.

14.

(1)

The minimum issued share capital of the Company is $2 divided into 2 Subscriber
Shares of $1 each. The maximum authorised share capital of the Company is
100,000,000,000 Participating Shares of no par value and 500,000 Subscriber Shares of$1 each.

(2)

The total amount of the paid up share capital of the Company shall at all times beequal to the Net Asset Value of the Company.

(1)

Subscriber Shares shall only be issued at par value.

(2)

Subscriber Shares shall have no entitlement to:(a)a share of the Investments or relevant profits of the Company.

(b)receive a distribution from the Company.

(c)vote at general meetings of the Company save as provided for in these
Articles.

(3)

Any Subscriber Shares which are not for the time being owned by Brookfield
Investment Management, LLC or its affiliates or nominees shall be subject torequisition under Article 40 hereof.

(4)

The Subscriber Shares may be redeemed at the option of the Directors at the value ofthe amount paid up.

(1)

The Directors are hereby generally and unconditionally authorised to exercise all thepowers of the Company to allot relevant securities within the meaning of section 1021
of the Act.

(2)

The Company may before such expiry make an offer or agreement which would or
might require relevant securities to be allotted after such expiry, and the Directors
may allot relevant securities in pursuance of such offer or agreement,
notwithstanding that the authority hereby conferred has expired.

JOR\23634759.3

15

15.

(3)

Subject to the foregoing, the Shares shall be at the disposal of the Directors who may
offer, allot or otherwise deal with or dispose of them to such persons at such times
and on such terms as they think proper.

(4)

The Directors may in their absolute discretion refuse to accept any application for
Participating Shares in the Company or accept any application in whole or in part. In
the case of any such refusal the relevant subscription monies shall be returned to theapplicant without interest and at his own risk.

(5)

The Company may on any issue of Participating Shares pay such brokerage as may
be lawful.

(6)

The Participating Shares of each Fund may be designated by the Directors as different
types of Participating Shares within that particular Fund. The Directors have power
to issue different types of Participating Shares in each Fund to investors and may
create hedged or unhedged share types within a Fund. Details of the different typesof Participating Shares to be created in a Fund must be notified in advance to theCentral Bank and must be effected in accordance with the requirements of the Central
Bank.

(7)

The Directors may in their absolute discretion differentiate between the different
types of Participating Shares including, without limitation, as regards the level of fees
payable in respect of each. In addition, each type of Participating Share within aFund may incur different preliminary and redemption charges and may have a
different distribution policy or currency of designation.

(8)

Where a Shareholder switches from one Fund to another, Participating Shares will be
issued as the relevant type of Participating Shares within that Fund.

(1)

No person shall be recognised by the Company as holding any Share upon any trust
and the Company shall not be bound by or recognise (even when having notice
thereof) any equitable, contingent, future or partial interest in any Share, or (except
only as by these Articles otherwise provided or as by law required) any other right inrespect of any Share except an absolute right to the entirety thereof in the registeredholder.

(2)

In connection with the processing of subscriptions, redemptions, distributions orother relevant payments to or from investors or Shareholders, the Company may
establish or operate one or more umbrella fund cash accounts in accordance with therequirements of the Central Bank. An umbrella cash account can only be establishedwhere the Company and the Depositary are satisfied: (i) that at all times the amounts,
whether positive or negative, within the umbrella cash account can be attributed tothe individual Funds; and (ii) that the holding of cash assets of umbrella funds in an
umbrella cash account will not compromise the ability of the Depositary to carry out
its safe-keeping and oversight duties and responsibilities in accordance with the
Principal Regulations.

(3)

Any balances on such accounts shall belong to the Company and are not held on trust
on behalf of any investors or Shareholders or any other person.

ALLOTMENT OF PARTICIPATING SHARESJOR\23634759.3

16

16.

(1)

No Participating Shares may be issued unless the equivalent of the full Subscription
Price is paid into the assets of the Company within a reasonable time. Subject to
Article 17(3) and except as otherwise agreed by the Directors and subject ashereinafter provided, the Company on receipt by it (or its authorised agents) up to
the relevant time as may be set out in the Prospectus and/or applicable Supplementof:(a)an application for Participating Shares in such form as the Directors mayfrom time to time determine; and(b)such relevant declarations as to status, residence and otherwise as the
Directors may from time to time require;

may allot such Participating Shares on the next applicable Dealing Day for each such
Participating Share at the Subscription Price calculated by reference to that Dealing
Day in accordance with Article 17. If the application and/or declarations referred toin paragraph (1)(a) and (b) of this Article are received after the relevant cut-off time
for subscription requests (as set out in the applicable Prospectus and/or Supplement)
the Company may treat such application as having been received on the next
Business Day and may (if that Business Day is a Dealing Day) defer the allotment ofsuch Participating Share until the next following Dealing Day after receipt of theapplication and/or declarations referred to in paragraph (1)(a) and (b) of this Article
and the Subscription Price shall be determined accordingly as herein provided.

17.

(2)

Subject as provided in Article 17(7)(a), an application for Participating Shares shallnot, without the consent of the Company be capable of being withdrawn once given.

(1)

Without prejudice to the provisions of Article 17(3) the allotment of Participating
Shares shall (unless the Directors otherwise agree) be made on condition that (unlesssettlement has already been effected) the applicant shall effect settlement within areasonable time, being such period and in such currency or currencies as the
Directors may determine to be appropriate to receive subscriptions and in themanner required by the Directors and that in the event of late settlement theapplicant may be required to compensate the Company for the amount of any loss
arising as a result thereof (as conclusively determined by the Directors) and in theevent of the applicant failing to make settlement within three Business Days of theallotment, such (provisional) allotment may be cancelled absolutely and theapplication refused or alternatively the application may be treated as an application
for such number of Participating Shares as may be purchased or subscribed for withsuch payment as has been made.

(2)

The Company may (at the option of the Directors) satisfy any application for the
allotment of Participating Shares by procuring the transfer to the applicant offully-paid Participating Shares at a price per share equivalent to the relevant
Subscription Price per share as determined hereunder. In any such case, references inthese Articles to allotting Participating Shares shall where appropriate be taken as
references to procuring the transfer of Participating Shares.

(3)

The terms on which and the price per Participating Share at which the first allotmentof Participating Shares of any class (other than to the subscribers of the Memorandumof Association) shall be effected and the time of such issue shall be determined by the
Directors.

(4)

Any subsequent allotment of Participating Shares of any class shall be made on any
Dealing Day at the Subscription Price per Participating Share of the relevant class

JOR\23634759.3

17

being a sum not less than the Redemption Price per Participating Share of therelevant class on the same Dealing Day and not more than a sum calculated by:(a)ascertaining the Net Asset Value of the Fund to which the Participating
Shares or, if relevant, that portion of the Fund to which Participating Sharesof a particular type are attributable in either case, (the “Appropriate Fund”);(b)adding thereto such sum as the Directors may consider appropriate to protect
the interests of all Shareholders against the dilution in value of theAppropriate Fund on account of the costs associated with the acquisition ofassets;(c)dividing the aggregate of the amount calculated under (a) and (b) above by
the number of Participating Shares of the relevant class then in issue;(d)adding thereto a subscription charge of an amount which shall be
determined by the Directors but which shall not exceed 6% of the relevant
Subscription Price (without taking into account such subscription charge);
and

(e)

rounding the resulting amount upwards by not more than one per cent.

(5)

Any subscription charge made pursuant to paragraph (4) (d) of this Article shall beallowable by the Company to or for the benefit of the Manager or such of its agents as
the Manager may direct and the Directors may differentiate between any applicantsand between classes of Participating Shares (and types of Shares within that class) as
to the amount of such subscription charge within the permitted limit.

(6)

If the Directors and the Depositary shall be satisfied that the terms of any exchange
shall not be such as are likely to result in any material prejudice to existing
Shareholders, the Directors may in their absolute discretion allot Participating Shareson terms providing for settlement to be made by the vesting in the Depositary on
behalf of the Company of any securities, bonds or other assets of whatsoever nature
and wheresoever situate that may be acquired by the Company in conformity with
the Principal Regulations and the investment policy of the Company or a Fund as
determined from time to time by the Directors and in connection therewith thefollowing provisions shall apply:

JOR\23634759.3(a)for the avoidance of doubt, in determining the number of Participating
Shares to be issued in exchange for the vesting in the Depositary on behalf of
the Company of securities, bonds or other assets, the Subscription Price forsuch Participating Shares shall be determined in accordance with paragraph
4 of this Article and the number of Participating Shares issued shall not
exceed the number that would have been issued for the cash equivalent;(b)the number of Participating Shares to be allotted shall be not more than that
number which would have fallen to be allotted for settlement in cash against
the payment of a sum equal to the value at the Valuation Point for the
relevant Dealing Day of the securities, bonds or other assets, as the case may
be, to be vested in the Depositary on behalf of the Company as determinedby the Directors in accordance with paragraph (d) below;(c)the Directors may provide that the whole or any part of the Duties andCharges arising in connection with the vesting of the securities, bonds orother assets in the Depositary on behalf of the Company shall be paid by the18Company or by the person to whom the Participating Shares are to be
allotted or partly by the Company and partly by such person;

(7)

(d)

the value of the securities, bonds or other assets to be vested in the
Depositary on behalf of the Company shall be determined by the Directors
on the same basis as that provided for in Article 23 hereof; and(e)

the Directors may require that the person to whom the Participating Sharesare to be allotted shall warrant to the Company that the securities, bonds orother assets, as the case may be, to be vested in the Depositary on behalf of
the Company are the absolute beneficial property of that person and are not
the subject of any assignment, charge, lien, encumbrance, equity, licence, useror other agreement, right or claim whatsoever and all of the same are valid,
subsisting and not subject to revocation or cancellation. The Directors shallfurther require that person to deliver to the Depositary or its nominee, bonds
or other assets title to which is capable of transfer by delivery and otherwise
to execute such documents and take such other steps (or procure thenecessary parties to do so) as shall be required by the Directors for vesting
the securities, bonds or other assets in the Depositary on behalf of theCompany. Such securities, bonds or other assets so accepted must be
consistent with the investment objective and policy of the relevant Fund.

The following provisions shall apply in connection with the issue of Participating
Shares pursuant to paragraphs (4) - (6) of this Article;(a)

No Participating Shares shall be allotted on a Dealing Day (except those forwhich applications had been previously received and accepted by theCompany) during any periods when the issue or the redemption ofParticipating Shares is suspended pursuant to Article 24 hereof. Unlesswithdrawn prior to the expiry of the period of suspension referred to in thepreceding sentence, applications will be considered on the Dealing Day
immediately following the day on which such suspension is lifted. Any suchwithdrawal shall be made in writing and shall not be effective until it has
actually been received by the Company (or its authorised agent).

(b)

the Directors may issue Participating Shares on terms that the person towhom they are issued shall bear any Duties and Charges which may be
incurred outside Ireland.

(c)where any subscription moneys are not an exact multiple of the Subscription
Price per Participating Share of the class applied for a fraction of a
Participating Share may be issued at the discretion of the Directors up to two
decimal places.

(d)the Directors shall have power to impose such restrictions as they may thinknecessary for the purpose of ensuring that save as permitted by any relevant
foreign law no Participating Shares in the Company are acquired or held by
any person in breach of the laws or requirements of any country or
governmental authority;(e)

for the purposes hereof Participating Shares which have been allotted shallbe deemed to come into issue at the Close of Business on the relevant
Subscription Day in respect of such allotment.
REALISATION OF PARTICIPATING SHARESJOR\23634759.3

19

18.

(1)

Subject to the provisions of the Acts and the Principal Regulations and as otherwise
hereinafter provided and except as otherwise agreed by the Directors, the Company,on receipt by it (or one of its authorised agents) up to the relevant time as set out inthe applicable Prospectus and/or Supplement of :(a)a request in such form as the Directors may from time to time determine(hereinafter in this Article called a “Realisation Request”) for theredemption of all or any portion of the Participating Shares of a class held by
a Shareholder (hereinafter in this Article called the “Applicant”); and(b)such evidence as to title to the Participating Shares to be redeemed as the
Directors may have made available to the Applicant upon his acquisition of
the relevant Participating Shares to be redeemed;shall redeem such Participating Shares on the next applicable Dealing Day at the
Redemption Price for each such Participating Share calculated on such Dealing Day
in accordance with Article 19 hereof or procure the purchase thereof at not less thanthe Redemption Price for each such Share as aforesaid provided that:(a)Where a Realisation Request is received after the relevant cut-off time forrealisation requests (as set out in the Prospectus and/or applicable
Supplement), the Company may treat such request as having been received
in respect of the next following Dealing Day and the Redemption Price shallbe determined accordingly as herein provided.

(b)

At the request of the Applicant the Directors may but shall not be bound toredeem such Participating Shares on the next Dealing Day.

(c)

(i)

Subject as provided in sub-paragraph (d) hereof, in the event that
evidence as to title is not received by the appropriate notice period
for such Realisation Request as referred to in Article18(1) is received
the Directors may proceed to redeem or procure the purchase of theParticipating Shares comprised in the Realisation Request on the next
following Dealing Day, but settlement of the aggregate of the
Redemption Price for all such Participating Shares (hereinafter in this
Article called the “Proceeds”) shall not be made until such time as
the evidence as aforesaid is received by the Company or one of its
authorised agents.

(b)

If settlement is postponed pursuant to sub-paragraph (i) above theProceeds will be deposited by the Company in a bank for payment to
the Applicant against surrender of the Contract Note or otherevidence as to title representing the Participating Shares previously
held by such person or the furnishing of such other evidence as totitle as the Directors may require.

(c)Upon the deposit of the Proceeds in a bank, pursuant to
sub-paragraph (ii) above the Applicant shall have no further interest
in any of the Participating Shares comprised in the Realisation
Request or any claim against the Company in respect thereof except
the right to receive the Proceeds so deposited (without interest) uponsurrender of the Contract Note or other evidence as to title.

(d)JOR\23634759.3

The Directors may at their option dispense with the production of any
Contract Note or other evidence as to title which shall have become defaced

20

lost or destroyed upon compliance by the Applicant with the likerequirements to those applying in the case of an application by him for
replacement of a defaced lost or destroyed Contract Note or other evidence
as to title under Article 34.
(2)

Subject as hereinafter provided, the Applicant shall not without the consent of theCompany be entitled to withdraw his Realisation Request once given or his Contract
Note or other evidence as to title.

(3)

If on any Dealing Day the issue, conversion and redemption of Participating Shares
are suspended pursuant to Article 24 hereof the right of the Applicant to have such
Participating Shares redeemed pursuant to paragraph (1) of this Article 18 on that
Dealing Day shall be similarly suspended and on any Dealing Day on which theApplicant’s right to have them redeemed is so suspended he may withdraw his
Realisation Request and his Contract Note or other evidence as to title. Any suchwithdrawal under the provisions of this Article shall be made in writing and shall not
be effective until it has actually been received by the Company (or its authorised
agent). If no such withdrawal is made, the day on which the redemption of such
Participating Shares shall be effected shall be the Dealing Day immediately following
the day on which such suspension is lifted.

(4)

(a)

(b)

The redemption of Participating Shares shall be made on terms that (subject
to any requisite official consents first having been obtained) the Company or
its authorised agent shall effect settlement of the Proceeds:(a)in the currency in which the relevant class of Participating Shares isdesignated unless the Directors otherwise determine in any
particular case or generally in relation to Participating Shares of any
class;(b)

within 5 Business Days of the relevant Dealing Day on which theredemption took place; and(c)in accordance with any payment instructions given by the Applicant
to the Company or its authorised agent at the time of submitting theRealisation Request provided that the Directors are satisfied that
there is no practical or legal impediment to the implementation ofsuch instructions. If the Directors are not so satisfied or no payment
instructions have been given as aforesaid, settlement shall be effected(subject to any requisite official consents first having been obtained)
either by cheque or in such other manner as the Directors may deem
appropriate.

The Company shall not be liable for any loss or damage suffered or incurredby any Applicant or any other person as a result of or arising out of latesettlement howsoever such loss or damage may arise.

(5)

Unless a lower number of Participating Shares is specified in the Realisation Request,
the Realisation Request will be taken to apply to all the Participating Shares held by
the Applicant or represented by the appropriate Contract Note.

(6)

On the redemption of part only of the Participating Shares referred to in any Contract
Note the Directors shall procure the issue of a further Contract Note in respect ofsuch Participating Shares or such other evidence as to title as the Applicant may
agree with the Directors to be sent to the Applicant.

JOR\23634759.3

21

(7)

(a)

Subject to the provisions of this paragraph but notwithstanding any
provision of these Articles, the Company may limit the number ofParticipating Shares to be redeemed on any one Dealing Day to 10% of the
Net Asset Value of the applicable Fund.

(b)

If the Company shall receive requests for redemption on any Dealing Day ofParticipating Shares in respect of a Fund of a value greater than thatprovided for in paragraph (7)(a) of this Article, it may scale down thenumber to be redeemed in response to each request to such extent as may benecessary to ensure that such limit is not exceeded and shall carry forward
for redemption or purchase on the next Dealing Day the balance of eachrequest and so on to each succeeding Dealing Day until each request has
been complied with in full.

(c)

Any requests for redemption which have been carried forward from anearlier Dealing Day pursuant to paragraph (7) (b) of this Article shall (subject
to the foregoing limits) be complied with pro rata to later requests.

(8)

The Redemption Price may be satisfied by the Company paying cash or, provided
that the Directors are satisfied that the terms of any exchange shall not be such as arelikely to result in any material prejudice to any remaining Shareholders and with theagreement of the relevant Shareholder, making a redemption in specie, on suchterms and conditions as the Directors may specify, to such Shareholder of
Investments equalling the aggregate Redemption Price (or together with such cash
payment when aggregated with the value of the Investments being distributed as areequal to such Redemption Price).

(8)

Any such redemption in specie must be with the consent of the redeeming
Shareholders unless the redemption request represents 5% or more of the Net Asset
Value of the Company. In such circumstances, the Company shall, if requested by
the redeeming Shareholder be required to sell the relevant assets on behalf of that
Shareholder but the cost of such sale shall be borne by that Shareholder.

(9)

Where redemption of Participating Shares is to be satisfied by a redemption in specieof Investments held by the Company, the Depositary shall transfer such Investments
as the Company or its authorised agents shall direct to the Shareholder as soon aspracticable after the relevant Dealing Day. All costs and risks of such redemption
shall be borne by such Shareholders. For the avoidance of doubt, the number ofParticipating Shares distributed must not exceed the number that would have been
distributed for the cash equivalent. Asset allocation in respect of such redemption in
specie is subject to the approval of the Depositary.

(10)

Shares redeemed shall be deemed to cease to be in issue at the Close of Business on
the relevant Dealing Day in respect of the redemption and such redeemed Sharesshall be cancelled.

(11)

For the avoidance of doubt, the purchase/cross investment by a Fund in respect ofParticipating Shares in other Funds of the Company shall not result in thoseParticipating Shares being cancelled, repurchased or redeemed.

REDEMPTION PRICE
19.

(1)

JOR\23634759.3

The redemption of Participating Shares of any class shall be made at the Redemption
Price per Participating Share of that class calculated by the Directors and being notmore than the Subscription Price for a Participating Share of the same class calculated22

by reference to the same Dealing Day pursuant to Article 17 hereof and not less thana sum calculated in the following manner:(a)ascertaining the Net Asset Value of the Fund to which the Participating
Shares or, if relevant, that portion of the Fund to which Participating Sharesof a particular type are attributable in either case, (the “Appropriate Fund”);(b)

deducting therefrom such sum as the Directors may consider appropriate toprotect the interests of all Shareholders against dilution in value of theAppropriate Fund on account of the costs associated with the realisation ofassets;(c)dividing the aggregate of the amount calculated under (a) and (b) above by
the number of Participating Shares of the relevant class then in issue;(d)making such adjustment as the Directors consider appropriate if in order tomeet requests for redemption it is necessary to realise assets of theappropriate Fund immediately or to borrow money;(e)rounding the resulting amount downwards by not more than one per cent;(f)deducting therefrom a redemption charge which shall be determined by the
Directors but which shall not exceed 3% of the relevant Redemption Price(without taking into account such redemption charge). The Company shallnot increase the maximum charge relating to redemption of Participating
Shares without the prior approval of Shareholders given on the basis of asimple majority of votes cast in a general meeting or with the prior written
approval of all Shareholders of the Company. In the event of an increase in
the redemption charge, a reasonable notification period must be provided by
the Company to enable Shareholders redeem their Participating Shares prior
to the implementation of the increase.

(2)

Upon the redemption of a Participating Share being effected pursuant to these
Articles the Shareholder shall cease to be entitled to any rights in respect thereof andaccordingly his name shall be removed from the Register with respect thereto and theParticipating Share shall be cancelled and the amount of the Company’s issued sharecapital shall be reduced accordingly. The Participating Share shall be available forre-issue and until re-issue shall form part of the unissued share capital of theCompany.

(3)

Any redemption charge made pursuant to paragraph (1) (f) of this Article shall beallowable by the Company to or for the benefit of the Manager or such of its agents as
the Manager may direct and the Directors may differentiate between any
Shareholders and between classes of Participating Shares as to the amount of such
redemption charge within the permitted limit.

(4)

The Directors shall have the power upon 30 days’ notice to Shareholders of a Fund toterminate that Fund on any Dealing Day (i) if the Net Asset Value of the Fund falls toa level that, in the absolute discretion of the Directors, makes the Fund cease to beeconomically viable or (ii) for any other reason that the Directors determine, in theirabsolute discretion, is in the best interests of the Shareholders of a particular Fund asa whole. The Directors are also entitled to terminate any Fund with the sanction of a
special resolution of the holders of the Shares relating to that Fund.

JOR\23634759.3

23

(5)

In the event of any redemption as set out in paragraph (4) of this Article taking place,the provisions of Article 18(1) (b) and Article 17(4) shall apply as if such redemption
had been made at the request of the holders of the Participating Shares in question.

(6)

With the sanction of a special resolution of the Shareholders of any Fund the
Directors may terminate such Fund and shall compulsorily redeem all (but not some)of the Participating Shares of that Fund at the relevant Redemption Price, on the
Dealing Day next following the passing of such special resolution or on such Dealing
Day as the Directors may specify and notify to the Shareholders.

(7)

If all the Participating Shares of any class are to be redeemed or repurchased
pursuant to Article 19(6) the Directors may, with the sanction of a special resolutionof the holders of Participating Shares of that Fund, divide amongst the said holders inspecie all or any part of the Assets of the relevant Fund. For the avoidance of doubt,
if the Special Resolution above is passed, each said holder is entitled to elect onwinding-up, whether or not he wishes to receive a distribution in specie or a cash
distribution. In the absence of a holder of Participating Shares electing to receive a
distribution in specie, such holder shall receive a cash distribution payment.

(8)

If any Participating Shares of any Fund are to be redeemed or repurchased as
aforesaid and the whole or any part of the business or property of the Company
attributable to the relevant Fund or any of the Assets of that Fund are proposed to betransferred or sold to another company or another Fund (hereinafter called "theTransferee") the Directors may, with the sanction of a Special Resolution of theholders of Participating Shares of that Fund conferring either a general authority on
the Directors or an authority in respect of any particular arrangement receive incompensation or part compensation for the transfer or sale shares, units, policies orother like interest or property in or of the Transferee for distribution among the said
holders, or may enter into any other arrangement whereby the said holders may inlieu of receiving cash or property or in addition thereto participate in the profits of or
receive any other benefit from the Transferee. For the purpose of the foregoing"company" shall include a unit trust scheme.
QUALIFIED HOLDERS

20.

(1)

JOR\23634759.3

If it shall come to the notice of the Directors that any Participating Shares are owned
directly or beneficially by any person:(a)in breach of any law or requirement of any country or governmental
authority;(b)in circumstances (whether directly or indirectly affecting such person or
persons and whether taken alone or in conjunction with any other person or
persons, connected or not, or any other circumstance appearing to the
Directors to be relevant) where, in the opinion of the Directors, such holding
might result in taxation, legal, pecuniary, regulatory or material
administrative disadvantage to the Company or its Shareholders as a whole;or(c)would result in the Company being required to register under any applicable
US securities laws; or(d)

who belongs to or is comprised in any class of persons from time to time forthe purposes of this Article determined by the Directors and the Depositary(such class of person may be detailed in the Prospectus),

24

then the Company may give notice to such person requiring him to transfer such
Participating Shares to a person who is qualified or entitled to own the same or give arequest in writing for the redemption of such Participating Shares in accordance with
Article 18(1). If any person upon whom such a notice is served pursuant to thisparagraph does not within thirty days after service of such notice transfer his
Participating Shares or give an irrevocable request in writing to redeem his
Participating Shares or establish to the satisfaction of the Company (whose judgment
shall be final and binding) that he is qualified, entitled and permitted to own theParticipating Shares, he shall be deemed upon the expiration of thirty days to havegiven a request in writing for the redemption of all his Participating Shares pursuant
to Article 18(1) whereupon he shall be bound forthwith to deliver to the Company (orits duly authorised agent) the Contract Note in respect of such Participating Shares orsuch other evidence as to title as the Directors may require.
(2)

A person who becomes aware that he is holding or owning Participating Shareswithin any of the categories referred to in paragraph (1) above shall forthwith unlesshe has already received a notice pursuant to paragraph (1) above either transfer all
his Participating Shares to a person qualified or permitted to own the same or give arequest in writing for the redemption of all his Participating Shares pursuant to
Article 18(1).

(3)

The proceeds of any redemption effected pursuant to this Article will be deposited by
the Company in a bank for payment to any such person against surrender of theContract Note representing the Participating Shares previously held by such personor the furnishing of such other evidence as to title as the Directors may require.
Upon the deposit of such proceeds of redemption as aforesaid, such person shallhave no further interest in such Participating Shares or any claim against theCompany in respect thereof except the right to receive the proceeds of redemption so
deposited (without interest) upon surrender of the said Contract Note or otherevidence as to title.

(4)

The exercise by the Company of the power conferred by this Article shall not bequestioned or invalidated in any case on the ground that there was insufficientevidence of ownership of Participating Shares by any person or that the true
ownership of any Participating Shares was otherwise than appeared to the Company
at the relevant date provided the said powers shall have been exercised in good faith.

(5)

The Directors may at any time and from time to time call upon any holder ofParticipating Shares by notice in writing to provide the Directors with suchinformation and evidence as they shall require upon any matter connected with or in
relation to such holder of Participating Shares in order to satisfy themselves that
Participating Shares are not owned directly or beneficially by any person:

JOR\23634759.3(a)in breach of any law or requirement of any country or governmental
authority;(b)

who belongs to or is comprised in any class of persons from time to time forthe purposes of this Article determined by the Directors; or(c)such that the status, standing or tax residence of the Company is or may be
prejudiced or the Company may suffer any pecuniary disadvantage which it
would not otherwise have suffered as a result of that person continuing to
own Participating Shares.

25

(6)

If such information and evidence is not so provided within a reasonable time (notbeing more than five days after service of the notice requiring the same) the Directors
shall forthwith serve such holder of Participating Shares with a further notice callingupon him, within seven days after service of such further notice, to transfer his
Participating Shares or to request the redemption of such Participating Shares inaccordance with Article 18(1) and, failing action by him within such seven days toimplement that notice, he shall be deemed to have given a request in writing for theredemption of all his Participating Shares in accordance with Article 18(1),whereupon he shall be bound forthwith to deliver to the Company or one of its duly
authorised agents the Contract Note for his Participating Shares or such otherevidence as to title as the Directors may require and until such time as the Contract
Note or such other evidence as to title as the Directors may require as aforesaid isreceived by the Company or one of its duly authorised agents the proceeds of any
such redemption shall be deposited by the Company in a bank in accordance with
Article 20(3) hereof.

(7)

If the Company becomes liable to account for tax in any jurisdiction in the event thata holder or beneficial owner of a Participating Share were to receive a distribution in
respect of his/her Participating Shares or to dispose (or be deemed to have disposed)of his/her Participating Shares in any way (a “Chargeable Event”), the Directors or
their agent shall be entitled to deduct from the payment arising on a Chargeable
Event an amount equal to the appropriate tax and/or where applicable, toappropriate, cancel or compulsorily repurchase such number of Participating Shares
held by the holder or such beneficial owner of the Participating Shares as are required
to meet the amount of tax. The relevant holder of Participating Shares shallindemnify and keep the Company indemnified against loss arising to the Company
by reason of the Company becoming liable to account for tax in any jurisdiction on
the happening of a Chargeable Event if no such deduction, appropriation,
cancellation or compulsory repurchase has been madeCONVERSIONS

21.

Subject as herein provided a holder of Participating Shares of any Fund (hereinafter in this
Article called the “Original Fund”) shall have the right to convert all or any portion of such
Participating Shares comprised in one or more Written Confirmations of Entry into
Participating Shares of another Fund (hereinafter in this Article called the “New Fund”)
either existing or agreed by the Directors to be brought into existence on terms hereinafter
appearing:(1)The right of conversion is exercisable by the said holder (hereinafter in this Article
called the “Applicant”) giving to the Company (or one of its authorised agents) a
notice (hereinafter in this Article called a “Conversion Notice”) in such form as the
Directors may from time to time determine.

(2)

Subject to the receipt by the Company (or one of its authorised agents) of aConversion Notice up to the relevant cut-off time as set out in the Prospectus or theapplicable Supplement on which the conversion is to be effected (or such other timeas the Directors may determine either generally or in relation to a particular Fund orin any specific case) the conversion of the Participating Shares comprised in theConversion Notice shall be effected on the Dealing Day in respect of which theConversion Notice was received. Conversion Notices not received by the relevant
cut-off time may, at the discretion of the Directors, be held over and applied at thenext following Dealing Day.

JOR\23634759.3

26

(3)

The Applicant shall not without the consent of the Company be entitled to withdraw
a Conversion Notice given in accordance with this Article except in any
circumstances in which if it were a Realisation Request he would be entitled towithdraw it in accordance with Article 18(3) hereof and any such withdrawal shall
only be effective if made in compliance with the same requirements as to writing andactual receipt as are imposed by the said Article 18(3).

(4)

Conversion of the Participating Shares comprised in the Conversion Notice shall beeffected on the relevant Dealing Day by the redemption of the Participating Shares of
the Original Fund and the allotment and issue of Participating Shares of the New
Fund in proportion to (or as nearly as possible in proportion to) the holding of theParticipating Shares of the Original Fund and where conversion is effected inaccordance with this Article the number of Participating Shares of the New Fund tobe allotted and issued shall be determined in accordance with the following
provisions of this Article provided that the right of conversion shall be conditional
upon the Company having sufficient available unissued share capital to enable theconversion to be implemented in the manner determined by the Directors as
aforesaid.

(5)

The number of Participating Shares of the New Fund to be allotted and issued onconversion shall be determined by the Directors as nearly as possible in accordancewith the following formula:
NSH = OSH x RP
SP
where
NSH

is the number of Participating Shares of the New Fund;OSH

is the number of Participating Shares of the Original Fund specified in theConversion Notice;RPis the Redemption Price of a Participating Share of the Original Fundcalculated in accordance with Article 19(1) hereof by reference to the relevant
Dealing Day;SP

is the Subscription Price of a Participating Share of the New Fund calculated
in accordance with Article 17 hereof by reference to the relevant Dealing Day.

(6)

Fractions of Participating Shares of the New Fund may not be allotted on conversion
and any monies which would provide an entitlement to only a fraction of a
Participating Share of the New Fund shall be returned to the Applicant.

(7)

On the relevant Business Day the Manager shall debit the Fund attributable toParticipating Shares of the Original Fund with an amount equal to OSH x RP andshall credit the Fund attributable to Participating Shares of the New Fund with theappropriate amount in the currency in which the New Fund is designated.

(8)

No Contract Note in respect of Participating Shares of the New Fund allotted onconversion shall be issued until the Company (or its authorised agent) has received
the Contract Note representing the relevant number of Participating Shares of theOriginal Fund so converted with the Conversion Notice on the reverse thereof duly
completed and signed or shall have received such other evidence as to title as the

JOR\23634759.3

27

Directors may require together with a Conversion Notice in a form acceptable to the
Directors.
(9)

On any conversion the Manager shall be entitled to deduct a fee not exceeding 1% of
the Net Asset Value of OSH (as defined above), together with an amount in respect ofany duties and charges arising out of such conversion.

(10)

Where a Shareholder converts from the Original Fund to the New Fund and theParticipating Shares in the New Fund are designated as Shares of different types inaccordance with Article 14(6), Participating Shares in the New Fund will be issued as
Shares of the relevant type, as applicable (whether or not the Participating Shares in
the Original Fund were designated as Shares of different types in accordance with
Article 14(6)). Where the Participating Shares of the Original Fund are designated as
Shares of different types in accordance with Article 14(6), and the Shareholder
converts to a New Fund (the Participating Shares of which are not designated as
Shares of different types in accordance with Article 14(6)) the Participating Shares
will be issued of the single type in the New Fund.

(11)

Where more than one type of Participating Shares in a Fund is in issue, a Shareholder
shall also have the right to convert all or any portion of such type of Participating
Shares into Participating Shares of another type within the same Fund and theprocedures contained in paragraphs 1-10 of this Article shall, to the extent that they
are applicable, equally apply to any such conversion.
CLASSES OF PARTICIPATING SHARES

22.

(1)

Each Participating Share shall be issued as a share of a particular Fund. Each Fundshall be designated in such currency as the Directors may determine.
The Directors shall have the authority, subject to the approval of the Central Bank, tocreate new Funds. The Directors shall also have the authority, subject to the approvalof the Central Bank, to change the name of any Fund at any time during the life ofthat Fund and shall promptly, following the resolution of the Directors to make suchchange, notify the Shareholders in that Fund of such change of name.

(2)

The Directors shall establish and maintain separate records and accounts in respect ofeach Fund.

(3)

The following provisions shall apply to each Fund:(a) the proceeds from the issue of each Participating Share shall be applied to theFund established for that Participating Share, and the assets and liabilities andincome and expenditure attributable thereto shall be applied to such Fundsubject to the provisions of the Constitution;(b) where any asset is derived from another asset, the derived asset shall be applied
to the same Fund as the assets from which it was derived and on eachrevaluation of an asset the increase or diminution in value shall be applied to therelevant Fund;(c)

JOR\23634759.3

in the case of any asset which the Directors do not consider as attributable to aparticular Fund, the Directors shall have discretion to determine the basis uponwhich any such asset shall be allocated between Funds and the Directors shallhave the power at any time, to vary such basis;28

(d) the Directors shall have the discretion to determine the basis upon which any
liability (which, without limitation, may include all operating expenses of theCompany such as stamp duties, taxes, brokerage or other expenses of acquiringand disposing of investments, ongoing regulatory fees and expenses, the feesand expenses of the tax advisers, auditors and legal advisers, the costs ofprinting and distributing reports, accounts and any prospectus, publishingprices and any relevant registration fees etc.) shall be allocated between Funds(including conditions as to the subsequent re-allocation thereof if circumstances
so permit) and shall have power at any time and from time to time to vary suchbasis;(e) subject to the approval of the Depositary, the Directors may transfer any assets toand from Funds if, as a result of a creditor proceeding against certain of theassets of the Company or otherwise, a liability would be borne in a different
manner from that in which it would have been borne under paragraph (d) above
or in any similar circumstances; and
(f)

(4)

save as otherwise provided herein the assets, liabilities and income of each Fundshall be applied solely in the currency or currencies or to the type or class ofinvestments specified by the Directors for each particular Fund and the assets soheld in or for each Fund shall be applied solely in respect of Participating Sharesof the class to which such Fund relates.

The assets and liabilities of each Fund shall belong exclusively to such Fund to which
they are attributable. Such assets shall be segregated in the books and records of theCompany and the Depositary from the assets of all other Funds and shall not beallocated, nor shall they be pooled with the assets of any other Fund, to discharge
directly or indirectly the liabilities of or any claims against any other such Fund andshall not be available for any such purpose.

VALUATIONS OF FUNDS
23.

(1)

The Net Asset Value for each Fund (or attributable to each type of Share within that
Fund) shall be determined separately by reference to the Fund (or type of Sharewithin such Fund) and to each such determination the following provisions shallapply. The Net Asset Value of the relevant Fund shall be expressed in the currencyof designation of that Fund.

(2)

The Net Asset Value of each Fund shall be determined and shall be equal to the value
as at the relevant Valuation Point of the aggregate value of the assets of each Fund(including, without limitation, any unamortised expenses attributable to each Fund)less the aggregate liabilities attributable to each Fund. The Net Asset Value per Sharein each Fund will be calculated by dividing the Net Asset Value of such Fund by the
number of Shares in issue in respect of that Fund and rounding the resulting total to
the nearest two decimal places.

(3)

The assets of a Fund shall be deemed to include:

JOR\23634759.3(a)all cash in hand, on loan or on deposit, or on call including any interest
accrued thereon;(b)

all bills, demand notes, promissory notes and accounts receivable;

29

(c)

all bonds, certificates of deposit, shares, stock, units in Collective Investment
Schemes, debentures, debentures stock, subscription rights, warrants, options
and other investments and securities owned and contracted for, (other thanrights and securities issued by it);(d)all stock and cash dividends and cash distributions which the Directors
consider will be received by the Company in respect of the Fund but whichhave not yet been received by it but have been declared payable tostockholders of record on a date before the day as of which the assets arebeing valued;(e)

all interest accrued on any interest-bearing securities forming part of theFund; and(f)

all prepaid expenses including dividends receivable by the Company relating
to that Fund and a proportion of any prepaid expenses relating to theCompany generally, such prepaid expenses to be valued and defined fromtime to time by the Directors.

(4)

Subject to the Acts any expense or liability of the Company may be amortised oversuch period as the Directors (with the approval of the Auditors) may determine (andthe Directors may at any time and from time to time determine with the approval of
the Auditors to lengthen or shorten any such period), and the unamortised amountthereof at any time shall also be deemed to be an asset of the Company.

(5)

Assets shall be valued as follows:(a)deposits shall be valued at their principal amount plus accrued interest fromthe date on which the same was acquired or made;(b)

the value of any investment which is quoted, listed or normally dealt in on aregulated market shall be calculated at the last traded price, provided that:(c)

JOR\23634759.3(a)

if an investment is quoted, listed or normally dealt in on more than
one market, the Directors shall adopt as the value thereof the priceon the market as determined in accordance with paragraph (a) above
which, in their opinion, provides the principal market for suchinvestment; and(b)in the case of an investment which is quoted, listed or normally dealt
in on a market but in respect of which, for any reason, prices on thatmarket may not be available at any relevant time or may not
represent fair value, the value thereof shall be the probablerealisation value which must be estimated with care and in goodfaith by such competent person as may be appointed by the Directors
and approved for the purpose by the Depositary;(c)there shall be taken into account interest or dividends accrued but
not received on investments up to the relevant Valuation Point;

the value of any investment which is not quoted, listed or normally dealt inon a market shall be the probable realisation value which must be estimatedwith care and in good faith by such competent person as may be appointed
by the Directors and approved for the purpose by the Depositary. In valuingsuch investments the Directors may consider, inter alia, the fundamental

30

analytical data relating to the investments, the nature and duration of
restrictions on disposition of the investments and the forces which influence
the market in which the investments are purchased and sold;

JOR\23634759.3(d)cash shall be valued at face value (together with accrued interest on interest
bearing accounts up to the relevant Valuation Point);(e)

fixed income securities for which a basis of valuation is not otherwise
provided in this section shall be valued by reference to prices ruling in theappropriate markets for such instruments of like maturity, amount and credit
risk, at the relevant Valuation Point. Such methodology will be compiled by
Directors or the Investment Adviser as outlined herein;(f)forward foreign exchange contracts will be valued in accordance withparagraph (h) below, or, alternatively by reference to freely available market
quotations. If such freely available market quotations are used, there is norequirement to have such prices independently verified or reconciled to thecounterparty valuation on a monthly basis;(g)

derivative instruments dealt in on a market shall be calculated at thesettlement price as determined by the market in question, provided that
where it is not the practice of the relevant market to quote a settlement priceor if such settlement price is not available for any reason, such value shall be
the probable realisation value estimated with care and in good faith by the
Directors or a competent person approved for the purpose by the Depositary;(h)off-exchange derivative contracts shall be valued by the counterparty on adaily basis. The valuation must be approved or verified weekly by a third
party who is independent of the counterparty and who is appointed by the
Directors and approved for the purpose by the Depositary. An alternative
valuation may also be used. Where an alternative valuation is used, thefollowing conditions will be satisfied:•

the Company will follow international best practice and adhere to
the principles on valuation of OTC instruments established by bodies
such as IOSCO and AIMA;•

the alternative valuation is that provided by a competent person
appointed by the Company and approved for the purpose by the
Depositary or a valuation by any other means provided that thevalue is approved by the Depositary; and•the alternative valuation must be reconciled to the counterparty
valuation on a monthly basis. Where significant differences arise
these must be promptly investigated and explained;(i)the value of units or shares or other similar participation in any collective
investment scheme shall be valued at the last available net asset value perunit or share or other similar participation as published by the collective
investment scheme as at the Valuation Point;(j)notwithstanding any of the foregoing sub-paragraphs, the Directors may,with the approval of the Depositary, adjust the value of any investment orother property if, having regard to currency, applicable rate of interest,
maturity, marketability and/or such other considerations as they may deem31

relevant, they consider that such adjustment is required to reflect the fairvalue thereof;(k)

if in the case of a particular asset the value is not ascertainable as above
provided or if the Directors shall consider that some other method ofvaluation better reflects the fair value of the relevant investment then in suchcase the method of valuation of the relevant investment shall be such as the
Directors in their absolute discretion shall decide with the approval of the
Depositary;(l)notwithstanding the foregoing, where at the time of any valuation any assetof the Fund has been realised, or contracted to be realised, there shall be
included in the assets of the Fund in place of such asset the net amountreceivable by the Fund in respect thereof provided that if such amount is notknown exactly then its value shall be the net amount estimated by the
Directors as receivable by the Fund;(m)the pricing services, whether automated or not, of one or more third parties
may be engaged to ascertain the value of any Investment;(n)securities listed or traded on a regulated market but acquired or traded at apremium or at a discount outside or off the relevant market may be valued,
taking into account the level of premium or discount at the date of thevaluation with the approval of the Depositary. The Depositary shall ensurethat the adoption of such a procedure is justifiable in the context ofestablishing the probable realisation value of the security; and(o)in the event of substantial or recurring net subscriptions or redemptions the
Directors may adjust the Net Asset Value per Participating Share to reflect
the value of the Company’s (or the relevant Fund’s) assets using the lowest
market dealing offer price in the case of net subscriptions and the lowest
market dealing bid price in the case of net redemptions in order to preserve
the value of the shareholding of the Company’s (or the relevant Fund’s)
continuing shareholders provided that the valuation policies will be applied
on a consistent basis throughout the life of the Fund and that there isconsistency in the policies adopted throughout the various categories ofassets.

(6)

Currencies or values in currencies other than in the currency of designation of aparticular Fund shall unless the Directors determine otherwise be converted ortranslated at the rate which the Manager after consulting with or in accordance with,the method approved by the Depositary may consider appropriate having regard(inter alia) to any premium or discount which may be relevant and to costs of
exchange into the currency of designation of that Fund.

(7)

For the purpose of valuing the Company’s assets as aforesaid the Directors may rely
upon the opinions of any person(s) who appear to them to be competent to value
assets by reason of any appropriate professional qualification or of experience of any
relevant market.

(8)

The liabilities of a Fund shall be deemed to include:(a)JOR\23634759.3

all bills, notes and accounts payable;

32

(b)

all administrative expenses payable and/or accrued (the latter up to the
Valuation Point);(c)

all known liabilities including the amount of any unpaid dividend declared
upon the Shares in each Fund, if any, contractual obligations for theacquisition of investments or other property or for the payment of moneyand outstanding payments on any Shares previously redeemed;(d)an appropriate provision for taxes (other than taxes taken into account as
duties and charges) and contingent liabilities as determined from time totime by the Directors; and(e)all other liabilities of each Fund of whatsoever kind and nature (including
such operating expenses referred to in Article 22 (5)(c)), whether estimated or
actual, except liabilities represented by Shares in the respective Funds andreserves (other than reserves authorised or approved by the Directors forduties and charges or contingencies). In determining the amount of suchliabilities the Directors may calculate administrative and other expenses of aregular or recurring nature on an estimated figure for yearly or other periods
in advance and accrue the same in equal proportions over any such period.
Where the Directors have created different Classes of Participating Shareswithin a Fund in accordance with Article 14 of the Articles and havedetermined that each Class will incur different levels of fees (the details of
which shall be set out in the applicable Supplement for that Fund), theAdministrator shall adjust the Net Asset Value per Class in order to reflect
such different levels of fees payable in respect of each Class.

(9)

The Net Asset Value of each Fund calculated pursuant to the Articles of Association,
may be certified by a Director of the Company or by any other person authorised togive such certificate by the Directors and any such certificate shall be binding andconclusive as to the Net Asset Value of such Fund in the absence of manifest error.

(10)

Any increase or decrease in the Net Asset Value of each Fund is attributed to thedifferent types of Participating Shares within each Fund based on their respective
pro-rata closing Net Asset Values. The Net Asset Value attributed to each type is thendivided by the number of Shares of the relevant type in issue to give the Net Asset
Value per Share of each type of Share of that Fund.

(11)

Where classes of Shares denominated in different currencies are created within aFund and currency hedging transactions are entered into in order to hedge any
relevant currency exposure, such transactions will be clearly attributable to a specificShare class and any costs and gains/losses of the hedging transactions will accrue
solely to the relevant class of Shares. Furthermore, no currency Share class may beleveraged as a result of using such currency hedging transactions. Although not theintention, over-hedged or under-hedged positions may arise as a result of currency
hedging at Share class level due to factors outside the control of the Investment
Adviser (or its delegate). However, hedged positions will be kept under review toensure that over-hedged positions will not exceed 105% of the Net Asset Value of the
Share class and that positions in excess of 100% of the Net Asset Value of the Shareclass will not be carried forward from month to month. The costs and gains/losses of
the hedging transactions will accrue solely to the relevant class of Shares. This
strategy may substantially limit Shareholders of the class of Shares from benefiting if
the class currency falls against the base currency and/or the currency in which theassets of a Fund are dominated.

JOR\23634759.3

33

SUSPENSION OF ISSUES AND REALISATIONS
24.

(1)

The Directors may at any time declare a temporary suspension of issues, redemptions
and conversions of Participating Shares or of any one or more classes of Participating
Shares during:(a)any period when any of the principal markets or stock exchanges on which asubstantial part of the investments of the relevant Fund are quoted is closed,
otherwise than for ordinary holidays, or during which dealings thereon are
restricted or suspended;(b)

any period when, as a result of political, economic, military or monetary
events or any circumstances outside the control, responsibility and power ofthe Directors, disposal or valuation of a substantial part of the investments of
the relevant Fund is not reasonably practicable without this being seriously
detrimental to the interests of the Shareholders in the relevant Fund or if in
the opinion of the Directors the Net Asset Value of the relevant Fund cannot
be fairly calculated;(c)any breakdown in the means of communication normally employed indetermining the value of the investments of the relevant Fund or when for
any reason the current prices on any market of a substantial part of theinvestments of the relevant Fund cannot be promptly and accurately
ascertained;(2)

Any suspension shall take effect on the day on which the declaration is made andthereafter there shall be no issues, redemptions or conversions of Participating Sharesof the class or classes concerned until the Directors shall declare the suspension to beat an end. The Directors shall during the period of any suspension review thereasons for the suspension and declare the suspension at an end as soon as they andthe Depositary consider that the reasons or conditions giving rise to the suspension
have ceased to exist and no other reasons or conditions on foot of which a suspension
might be declared shall exist. Where possible, the Directors shall take all reasonable
steps to bring any period of suspension to an end as soon as possible.

(3)

Any suspension shall be consistent with such official rules and regulations (if any)
relating to the subject matter thereof as shall have been promulgated by any
authority having jurisdiction over the Company and as shall be in effect at the time.

(4)

To the extent not inconsistent with such official rules and regulations, thedetermination of the Directors pursuant to Article 24(2) shall be conclusive.

(5)

Forthwith after the commencement of any suspension the Directors shallimmediately and in any event within the same Business Day notify in writing theCentral Bank, the Irish Stock Exchange (for each class of Shares admitted to the
Official List of the Irish Stock Exchange, if applicable) and the competent authorities
in the Member States in which the Company markets its Participating Shares thatsuch a suspension has been made. As soon as may be practicable after thecommencement of any suspension, the Directors shall if possible cause a notice to beplaced in such publication(s) as the Company has caused Subscription Prices andRedemption Prices to be published in during the preceding six months stating thatsuch suspension has been made, and at the end of any period of suspension the
Directors shall cause another notice to be placed in such publication(s) stating thatthe period of suspension has ended.

JOR\23634759.3

34

(6)

Nothing herein shall prevent the Company, if the Directors (acting on the advice ofthe Manager) think fit, from agreeing, during the period of suspension, to issue orredeem or convert Participating Shares at a price to be calculated by reference to thefirst Dealing Day after the suspension has been declared to be at an end.

(7)

Issues, redemptions and conversions of Participating Shares which have been subject
to a suspension shall take place after such suspension has been declared to be at an
end at a price to be calculated by reference to the first Dealing Day after thesuspension has been declared to be at an end.
CALLS ON SUBSCRIBER SHARES

25.

The Directors may from time to time make calls upon any registered holder of Subscriber
Shares in respect of any moneys unpaid on the Subscriber Shares provided that (except asotherwise fixed by the conditions of application or allotment) no call on any Share shall bepayable at less than fourteen days from the date fixed for the payment of the last preceding
call, and each such registered holder shall (subject to being given at least fourteen days’
notice specifying the time or times and place of payment) pay to the Company at the time ortimes and place so specified the amount called on his Subscriber Shares. A call may bepayable by instalments. A call may be revoked or postponed as the Directors may determine.
A call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed.

26.

The Directors may, if they think fit, receive from any registered holder of Subscriber Shareswilling to advance the same all or any part of the money uncalled and unpaid upon the
Subscriber Shares held by him beyond the sums actually called up thereon as a payment inadvance of calls, and such payment in advance of calls shall extinguish, so far as the same
shall extend, the liability upon the Subscriber Shares in respect of which it is advanced, andupon the money so received, or so much thereof as from time to time exceeds the amount of
the calls then made upon the Shares in respect of which it has been received.
MODIFICATION OF RIGHTS

27.

Whenever the capital of the Company is divided into different classes of Participating Shares
the special rights attached to any class may (unless otherwise provided by the terms of issueof the Participating Shares of that class) be varied or abrogated either whilst the Company is agoing concern or during or in contemplation of a winding up, with the consent in writing of
the holders of three-fourths of the issued Participating Shares of the class, or with the sanctionof a resolution passed at a separate meeting of the holders of the Participating Shares of theclass by a majority of three-fourths of the votes cast at such a meeting, but not otherwise. To
every such separate meeting all the provisions of the Acts and these Articles relating to thegeneral meetings of the Company or to the proceedings thereat shall, mutatis mutandis,
apply except that:(a)the necessary quorum shall be two persons (except where there are less than two
Participating Shareholders in any class, when the quorum shall be one person) atleast holding or representing by proxy one-third in nominal amount of the issued
Participating Shares of the class (but so that if at any adjourned meeting of such
Shareholders a quorum as above defined is not present, those Shareholders who arepresent shall be a quorum);(b)

every Shareholder of the class shall on a poll have one vote for each Participating
Share of the class held by him; and(c)any member of the class present in person or by proxy may demand a poll.

JOR\23634759.3

35

28.

The rights conferred upon the holders of any Participating Shares or class of Participating
Shares issued with preferred, deferred or other special rights shall (unless otherwise
expressly provided by the conditions of issue of such Participating Shares) not be deemed to
be varied by the creation or issue of further Participating Shares ranking in any respect paripassu therewith.
CONFIRMATION OF ENTRY IN THE REGISTER

29.

Every person whose name is entered as a Member in the Register shall be entitled without
payment to a Contract Note which will constitute written confirmation from the Company as
to his entry in the Register in respect of all his Participating Shares of each class. It is not theintention of the Directors to issue share certificates.

30.

Where a Member has transferred or redeemed part of the Participating Shares comprised in
his holding he shall be entitled to a further Contract Note for the balance without charge.

31.

Every Contract Note shall be issued within two Business Days after allotment or thelodgement with the Company of the transfer of the Participating Shares, unless the conditionsof issue of such Participating Shares otherwise provide, and shall specify the number andclass and distinguishing number (if any) of the Participating Shares to which it relates.

32.

If at any time all the issued Participating Shares in the Company (or all the issued
Participating Shares therein of a particular class) rank pari passu for all purposes none ofthese Participating Shares need thereafter have a distinguishing number so long as they rankpari passu for all purposes with all Participating Shares of the same class for the time being
issued.

33.

The Company shall not be bound to register more than four persons as the joint holders of
any Participating Share or Participating Shares and in the case of a Participating Share held
jointly by several persons, the Company shall not be bound to issue more than one Contract
Note therefor, and delivery of a Contract Note for a Participating Share to one of several joint
holders shall be sufficient delivery to all.

34.

If a Contract Note be defaced, lost or destroyed, it may be renewed on such terms (if any) as
to evidence and indemnity as the Directors think fit. In case of loss or destruction, theMember to whom such renewed Contract Note is given shall also bear and pay to theCompany all expenses incidental to the investigation by the Company of the evidence of suchloss or destruction.
TRANSFER OF SHARES

35.

All transfers of Shares shall be effected by transfer in writing in any usual or common form orin any other form approved by the Directors but need not be under seal. The transferring
Member remains liable to the Company for all related fees or costs arising from the transfer.

36.

The instrument of transfer of a Share shall be signed by or on behalf of the transferor. The
transferor shall be deemed to remain the holder of the Share until the name of the transferee
is entered in the Register in respect thereof.

37.

The Directors may decline to register any transfer of Participating Shares in respect of which
the Company has a lien or where the transfer would be in breach of the law or requirements
mentioned in Article 17(7)(d) hereof.

38.

The Directors may also decline to register any transfer of Participating Shares unless the
instrument of transfer is deposited at the Company’s registered office or such other place as

JOR\23634759.3

36

the Directors may reasonably require, accompanied by the Contract Note in respect of the
Shares to which the transfer relates, or such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer and the instrument of transfer
relates to Shares of one class only. Furthermore, the transferee must provide suchinformation, representations and warranties to the Company as are required for an
application of Participating Shares under Articles 16 and 17.
39.

If the Directors decline to register a transfer of any Participating Share they shall, within twomonths after the date on which the transfer was lodged with the Company, send to thetransferee notice of the refusal.

40.

The Directors may at any time direct that any Subscriber Shares not held by Brookfield
Investment Management, LLC or its affiliates or nominees shall be compulsorily purchasedfrom the holder thereof at the price stated in paragraph (b) hereof in the following manner:(a)

The Directors shall serve a notice (hereinafter called a “Purchase Notice”) upon the
person appearing in the Register as the holder of the Subscriber Shares to bepurchased (the “Vendor”) specifying the Subscriber Shares to be purchased as
aforesaid, the price to be paid for such Shares, the person in whose favour suchholder must execute a transfer of such Shares and the place at which the purchaseprice in respect of such Shares is payable. Any Purchase Notice may be served upon
the Vendor by mailing the same in a pre-paid registered envelope addressed to the
Vendor at his address shown in the Register. The Vendor shall thereupon forthwith
be obliged to deliver to the Company within 10 days from the date of the Purchase
Notice a duly executed transfer of the shares specified in the Purchase Notice infavour of the person specified in the Purchase Notice.

(b)

The price payable for each Subscriber Share transferred pursuant to this Article shallbe $1 less the amount remaining to be paid up thereon.

(c)

In the event of the Vendor failing to carry out the sale of any Subscriber Shares which
he shall have become bound to transfer as aforesaid, the Directors may authorisesome person to execute a transfer of such Share(s) in accordance with the direction of
the Directors and may give good receipt for the purchase price of such Share, andmay register the transferee or transferees as holder or holders thereof and thereupon
the transferee or transferees shall become indefeasibly entitled thereto.

41.

The registration of transfers may be suspended at such times and for such periods as the
Directors may from time to time determine PROVIDED ALWAYS that such registration shallnot be suspended for more than 30 days in any year.

42.

All instruments of transfer which shall be registered shall be retained by the Company, but
any instrument of transfer which the Directors may decline to register shall (except in any
case of suspected fraud) be returned to the person depositing the same.
TRANSMISSION OF SHARES

43.

In case of the death of a Shareholder, the survivors or survivor where the deceased
Shareholder was a joint holder, and the executors or administrators of the deceased where he
was a sole or only surviving holder, shall be the only persons recognised by the Company as
having title to his interest in the Share, but nothing in this Article shall release the estate of thedeceased holder whether sole or joint from any liability in respect of any Share solely or
jointly held by him.

JOR\23634759.3

37

44.

Any guardian of an infant Shareholder and any curator or other legal representative of a
Shareholder under legal disability and any person entitled to a Share in consequence of thedeath or bankruptcy of a Shareholder shall upon producing such evidence of his title as the
Directors may require, have the right either to be registered himself as the holder of theParticipating Share or to make such transfer thereof as the deceased or bankrupt Shareholder
could have made, but the Directors shall in either case have the same right to refuse orsuspend registration as they would have had in the case of a transfer of the Share by the
infant Shareholder or by the deceased or bankrupt Shareholder before the death or
bankruptcy or by the Shareholder under legal disability before such disability.

45.

A person becoming entitled to a Share in consequence of the death or bankruptcy of a
Member shall have the right to receive and may give a discharge for all dividends and othermoneys payable or other advantages due on or in respect of the Share but he shall not be
entitled to receive notice of or to attend or vote at meetings of the Company, nor save as
aforesaid, to any of the rights or privileges of a Member unless and until he shall be
registered as a Member in respect of the Shares PROVIDED ALWAYS that the Directors may
at any time give notice requiring any such person to elect either to be registered himself or totransfer the Share and if the notice is not complied with within ninety days the Directors may
thereafter withhold all dividends or other moneys payable or other advantages due in respectof the Share until the requirements of the notice have been complied with.
VARIATION OF SHARE CAPITAL

46.

The Company may from time to time by ordinary resolution increase its capital by such
number of Shares as the resolution shall prescribe.

47.

In addition to any rights of the Company specifically conferred by these Articles to reduce its
share capital the Company may by special resolution from time to time reduce its sharecapital in any way, and in particular, without prejudice to the generality of the foregoingpower may with or without extinguishing or reducing liability on any of its Shares:-

48.

49.

(a)

cancel any paid-up share capital which is lost or which is not represented byavailable assets; or(b)

pay off any paid-up share capital which is in excess of the requirements of theCompany.

The Company may by ordinary resolution from time to time alter (without reducing it) its
share capital by:(a)consolidating and dividing all or any of its share capital into a smaller number of
Shares than its existing Shares;(b)

sub-dividing its Shares, or any of them, into a larger number of Shares than that fixedby its Constitution; or(c)cancelling any Shares which, at the date of the passing of the ordinary resolution inthat behalf have not been taken, or agreed to be taken, by any person, and diminish
the amount of its share capital by the amount of the Shares so cancelled.

All new Shares shall be subject to the provisions of these Articles with reference to transfer,transmission and otherwise.
GENERAL MEETINGSJOR\23634759.3

38

50.

The Company shall in each year hold a general meeting as its annual general meeting in
addition to any other meeting in that year. Not more than fifteen months shall elapse
between the date of one annual general meeting of the Company and that of the next
PROVIDED THAT so long as the Company holds its first annual general meeting withineighteen months of its incorporation it need not hold it in the year of its incorporation or in
the following year. Subsequent annual general meetings shall be held once in each year atsuch time and place as may be determined by the Directors.

51.

All general meetings (other than annual general meetings) shall be called extraordinary
general meetings.

52.

The Directors may call an extraordinary general meeting whenever they think fit andextraordinary general meetings shall be convened on such requisition, or in default may be
convened by such requisitions, and in such manner as provided by the Acts.
NOTICES OF GENERAL MEETINGS

53.

Subject to the provisions of the Acts allowing a general meeting to be called at short notice, anannual general meeting and an extraordinary general meeting called for the passing of a
special resolution shall be called by not less than twenty-one days' notice in writing, and allother extraordinary general meetings of the Company shall be called by not less than fourteen
days' notice in writing. The notice shall be exclusive of the day on which it is served ordeemed to be served and of the day for which it is given, and shall specify the place, the day
and hour of meeting, and in case of special business the general nature of such business. The
notice shall be given in the manner authorised by these Articles to such persons as are underthese Articles entitled to receive such notices from the Company. A notice calling an annual
general meeting shall specify the meeting as such and the notice convening a meeting to passa special resolution shall specify the intention to propose the resolution as such.

54.

A general meeting shall, notwithstanding that it is called by shorter notice than that specified
in Article 53, be deemed to have been duly called if it is so agreed by the auditors and all theMembers entitled to attend and vote thereat.

55.

In every notice calling a meeting of the Company, or of any class of Members of theCompany, there shall appear with reasonable prominence a statement that a Member entitled
to attend and vote is entitled to appoint a proxy to attend, speak and vote instead of him andthat a proxy need not also be a Member.

56.

The accidental omission to give notice to or the non-receipt of notice by any person entitled toreceive notice shall not invalidate the proceedings at any general meeting.
PROCEEDINGS AT GENERAL MEETINGS

57.

All business shall be deemed special that is transacted at an extraordinary general meeting,and also all business that is transacted at an annual general meeting with the exception of theconsideration of the Company’s statutory financial statements and other documents requiredby law to be annexed to the statutory financial statements and the reports of the Directors andthe report of the Auditors on these statements and the review of the Members of theCompany’s affairs, the declaration of annual dividends (if any), the election of Directors andAuditors in the place of those retiring in accordance with the Acts, and subject to sections 380
and 382 to 385 of the Act, the appointment or re-appointment of the Auditors and the fixingof the remuneration of the Directors and of the Auditors. All other business transacted at anannual general meeting and all business transacted at an extraordinary general meeting shallbe deemed special.

JOR\23634759.3

39

58.

No resolution shall be passed at any general meeting as a special resolution of the Company
to alter the provisions contained in the Memorandum of Association of the Company or toalter or add to these Articles except with the prior written approval of the Central Bank.

59.

Subject to the provisions of Article 60 in respect of adjourned meetings, for all purposes thequorum for a general meeting shall be not less than two Members present in person or byproxy and entitled to vote.

60.

If within half an hour from the time appointed for the meeting a quorum is not present, themeeting, if convened on the requisition of or by Members, shall be dissolved. In any othercase it shall stand adjourned to the same day in the next week, at the same time and place or
to such other day and at such other time and place as the Directors may determine and if at
such adjourned meeting a quorum is not present within fifteen minutes from the time
appointed for holding the meeting, the Members present shall be a quorum.

61.

The chairman (if any) or, if absent, the deputy chairman (if any) of the board of Directors, or,failing him, some other Director nominated by the Directors shall preside as chairman at
every general meeting of the Company, but if at any meeting neither the chairman nor the
deputy chairman nor such other Director be present within five minutes after the time
appointed for holding the meeting, or if neither of them be willing to act as chairman, theDirectors present shall choose some Director present to be chairman or if no Directors bepresent, or if all the Directors present decline to take the chair, the Members present (inperson or by proxy) shall choose some Member present to be chairman.

62.

The chairman may with the consent of any meeting at which a quorum is present (and shall if
so directed by the meeting) adjourn the meeting from time to time and from place to place
but no business shall be transacted at any adjourned meeting except business which might
lawfully have been transacted at the meeting from which the adjournment took place. Whena meeting is adjourned for fourteen days or more seven clear days' notice at the leastspecifying the place, the day and the hour of the adjourned meeting, shall be given as in thecase of the original meeting but it shall not be necessary to specify in such notice the nature of
the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not benecessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.

63.

At any general meeting, a resolution put to the vote of the meeting shall be decided on ashow of hands unless before or upon the declaration of the result of the show of hands a pollis demanded by the chairman or by at least three Members having the right to vote at themeeting or by a Member or Members representing not less than one-tenth of the total voting
rights of all the Members having the right to vote at the meeting.

64.

Unless a poll is so demanded a declaration by the chairman that a resolution has been carried,or carried unanimously, or by a particular majority, or lost, or not carried by a particularmajority, and an entry to that effect in the book containing the minutes of the proceedings of
the Company shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such resolution.

65.

If a poll is duly demanded, it shall be taken in such manner and at such place as the chairman
may direct (including the use of ballot or voting papers or tickets) and the result of a pollshall be deemed to be the resolution of the meeting at which the poll was demanded. The
chairman may, in the event of a poll, appoint a scrutineer and may adjourn the meeting tosome place and time fixed by him for the purpose of declaring the result of the poll.

JOR\23634759.3

40

66.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place or at which the poll is demanded shall beentitled to a second or casting vote.

67.

A poll demanded on the election of a chairman and a poll demanded on a question of
adjournment shall be taken forthwith.

68.

A poll demanded on any other question shall be taken at such time and place as the chairman
directs not being more than thirty days from the date of the meeting or adjourned meeting at
which the poll was demanded.

69.

The demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which the poll has been demanded. A demand for apoll may be withdrawn and no notice need be given of a poll not taken immediately.
VOTES OF MEMBERS70.

No Member shall, unless the Directors otherwise determine, be entitled to vote at any general
meeting, either personally or by proxy, or to exercise any privileges as a Member unless all
calls or other sums presently payable by him in respect of Shares in the Company of which heis the holder or one of the joint holders have been paid.

71.

Each of the Subscriber and Participating Shares entitles the holder to attend and vote at any
general meeting PROVIDED THAT the holder of a Subscriber Share shall not be entitled toexercise any voting rights in respect of any Subscriber Share at any time that Participating
Shares are held by more than one Member.
(1)

On a show of hands, every Member entitled to vote shall have one vote in respect of
all the Shares held by that Member. On a poll, every Member entitled to vote shallhave one vote in respect of each Participating and Subscriber Share held by him.

(2)

Notwithstanding any other provision in these Articles if the Directors so determine,no Member holding Participating Shares may exercise any votes attaching to thoseParticipating Shares if the exercise of such votes would result in the total aggregate
number of votes exercised by such Member exceeding twenty per cent of the total
number of votes attaching to Participating Shares, which are in issue at the time of
exercise of those votes, in the Company or in any Fund. Any resolution passed by
the Members, which but for any breach by a Member of this Article would not havebeen passed, shall be deemed never to have been passed and to be null and void.

72.

In the case of joint holders of a Share, the vote of the senior who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the votes of the other joint holders,and for this purpose seniority shall be determined by the order in which the names stand in
the Register in respect of the Shares.

73.

A Member of unsound mind in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote whether on a show of hands or on a poll, by his said
committee, receiver, guardian or other person in the nature of a committee, receiver, guardian
appointed by such court and such committee, receiver, guardian or other person may on apoll vote by proxy, provided that such evidence as the Directors may require of the authorityof the person claiming to vote shall have been deposited at the Office not less than forty-eight
hours before the time for holding the meeting or adjourned meeting at which such person
claims to vote.

JOR\23634759.3

41

74.

No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and every vote notdisallowed at such meeting shall be valid for all purposes. Any such objection made in duetime shall be referred to the chairman of the meeting, whose decision shall be final andconclusive.

75.

On a poll votes may be given either personally or by proxy.

76.

On a poll, a Member entitled to more than one vote need not, if he votes, use all his votes orcast all the votes he uses in the same way.

77.

The instrument appointing a proxy shall be in writing (in Electronic Form or otherwise)
under the hand of the appointor or of his attorney duly authorised in writing, or if theappointor is a corporation, either under its common seal or under the hand of an officer or
attorney so authorised.

78.

Any person (whether a Member of the Company or not) may be appointed to act as proxy. A
Member may appoint more than one proxy to attend on the same occasion.

79.

The instrument appointing a proxy and the power of attorney or other authority (if any)
under which it is signed or a notarised certified copy of such power or authority, shall bedeposited at the Office or at such other place as is specified for that purpose in the notice ofmeeting or in the instrument of proxy issued by the Company not less than forty-eight hours
before the time appointed for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote and in default the instrument of proxy shall not betreated as valid. No instrument appointing a proxy shall be valid after the expiration of
twelve months from the date named in it as the date of its execution, except at an adjourned
meeting or on a poll demanded at a meeting or an adjourned meeting in cases where themeeting was originally held within twelve months from such date.

80.

An instrument of proxy shall be in the following form or such other form as the Directors
may approve provided always that the instrument appointing a proxy shall comply with theprovisions of the Acts:
BROOKFIELD INVESTMENT FUND (UCITS) p.l.c.
I/Weof
being a Member/Members of the above named Company hereby appointofor failing himofas my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary as the case may be)
general meeting of the Company to be held on the[ • ] day of 20[ • ], and at any adjournment
thereof.
Signed this [ • ] day of [ • ] 20[ • ]This form is to be used in favour of the Resolution[ • ] against [ • ]Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit.
*

JOR\23634759.3

Strike out whichever is not desired.

42

81.

A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the death or insanity of the principal or the revocation of the instrument of
proxy, or of the authority under which the instrument of proxy was executed, or the transferof the Share in respect of which the instrument of proxy is given, provided that no intimationin writing of such death insanity, revocation or transfer shall have been received by theCompany at the Office, before the commencement of the meeting or adjourned meeting at
which the instrument of proxy is used.

82.

Any corporation which is a Member of the Company may, by resolution of its directors orother governing body, authorise such person as it thinks fit to act as its representative at any
meeting of the Company or at any meeting of any class of Members of the Company, and theperson so authorised shall be entitled to exercise the same powers on behalf of thecorporation which he represents as that corporation could exercise if it were an individual
Member of the Company and such corporation shall for the purposes of these Articles bedeemed to be present in person at any such meeting if the person so authorised is present
thereat.

83.

A resolution in writing executed by or on behalf of each Member who would have been
entitled to vote upon it if it had been proposed at a meeting at which he was present shall be
as effectual as if it had been passed at a general meeting duly convened and held and may
consist of several instruments in the like form each executed by or on behalf of one or more
Members. In the case of a corporation a resolution in writing may be signed on its behalf by adirector or the secretary thereof or by its duly appointed attorney or duly authorised
representative.
DIRECTORS

84.

(1)

Subject to the provisions of the Acts and unless otherwise determined by theCompany by ordinary resolution in general meeting, the number of the Directors
shall not be less than two. The first Directors shall be the persons named as first
Directors in the papers delivered to the Companies Registration Office. A Director(including any alternate Director appointed under Article 88(a) who is not himself a
Director) may only be appointed thereafter if the approval of the Central Bank tosuch appointment has been obtained provided that such approval is not required forthe appointment of an alternate Director for any first Director.

(2)

The Directors shall not be required to retire by rotation.

85.

The Directors shall be entitled to such remuneration in relation to the performance of theirduties as the Directors may from time to time determine. Such remuneration shall accrue
from day to day. The Directors may grant extra remuneration to any Director who is called
upon to perform any special or extra services for or at the request of the Company. The
Directors may be paid all travelling, hotel and other expenses properly incurred by them inattending and returning from meetings of the Directors or any committee of the Directors or
general meetings of the Company or in connection with the business of the Company.

86.

Nothing in section 228 (1) (e) of the Act shall restrict a Director from entering into any
commitment which has been approved by the board or has been approved pursuant to such
authority as may be delegated by the board in accordance with these Articles. It shall be theduty of each Director to obtain the prior approval of the board before entering into any
commitment permitted by sections 228 (1) (e) (ii) and 228 (2) of the Act.

87.

A Director need not be a Member of the Company but shall be entitled to receive notice ofand attend all general meetings of the Company and all separate general meetings of theholders of any class of shares in the capital of the Company.

JOR\23634759.3

43

88.

The Directors shall have power at any time and from time to time to appoint any person to bea Director, either to fill a casual vacancy or as an addition to the existing Directors, subject tothe provisions of the Acts and of these Articles. Any Director so appointed shall hold officeon until the next following annual general meeting and shall then be eligible for re-election.
(a)

Any Director may at any time by writing under his hand and deposited at the Office,or delivered at a meeting of the Directors, appoint any person (including another
Director) to be his alternate Director and may in like manner at any time terminate
such appointment. Such appointment, unless previously approved by the Directors
or unless the appointee is himself a Director (in which latter event no approval shallbe required) shall have effect only upon and subject to being approved by the
Directors and the Central Bank which approval is not required for an alternate
Director for a first Director.

(b)

The appointment of an alternate Director shall terminate on the happening of any
event which if he were a Director would cause him to vacate such office or if his
appointor ceases to be a Director.

89.

An alternate Director shall be entitled to receive notices of meetings of the Directors and shallbe entitled to attend and vote as a Director at any such meeting at which the Director
appointing him is not personally present and generally at such meeting to perform allfunctions of his appointor as a Director and for the purposes of the proceedings at suchmeeting the provisions of these Articles shall apply as if he (instead of his appointor) were a
Director. Any Director who is appointed as an alternate Director shall be entitled at a meetingof the Directors to cast a vote on behalf of his appointor in addition to the vote to which he isentitled in his own capacity as a Director of the Company, and shall also be considered as two
Directors for the purpose of making a quorum of Directors when such quorum shall exceed
two. If his appointor is for the time being temporarily unable to act through ill-health or
disability his signature to any resolution in writing of the Directors shall be as effective as thesignature of his appointor. To such extent as the Directors may from time to time determine
in relation to any committees of the Directors, the foregoing provisions or this paragraphshall also apply mutatis mutandis to any meeting of any such committee of which is
appointor is a Member. An alternate Director shall not (save as aforesaid) have power to act
as a Director nor shall he be deemed to be a Director for the purposes of these Articles.

90.

An alternate Director shall be entitled to contract and be interested in and benefit fromcontracts or arrangements or transactions and to be repaid expenses and to be indemnified tothe same extent mutatis mutandis as if he were a Director but he shall not be entitled toreceive from the Company in respect of his appointment as alternate Director any
remuneration except only such part (if any) of the remuneration otherwise payable to his
appointor as such appointor may by notice in writing to the Company from time to time
direct.

91.

Section 148 of the Act shall be modified such that the office of a Director shall be vacatedautomatically in any of the following events namely:(a)if he resigns his office by notice in writing signed by him and left at the Office;(b)

if a declaration is made or deemed to be made in respect of him under Part 14 of the
Act;

(c)

if he becomes bankrupt or makes any arrangement or composition with his creditors
generally;(d)

if he becomes of unsound mind;

JOR\23634759.3

44

(e)

if he is absent from meetings of the Directors for twelve successive months without
leave expressed by a resolution of the Directors, and the Directors resolve that his
office be vacated;(f)

if he ceases to be a Director by virtue of any provision of the Acts, or becomesprohibited from being a Director by reason of, an order made under any provisionsof any law or enactment;(g)

if he is required in writing by all the other Directors (not being less than two in
number) to vacate office; and(h)if he is removed from office by an ordinary resolution of the Company in general
meeting.

92.

The Company at any general meeting at which a Director retires or is removed shall fill thevacated office by electing a Director, unless the Company shall determine to reduce thenumber of Directors.

93.

At least seven days’ previous notice in writing shall be given to the Company of the intentionof any Member to propose any person for election to the office of Director and such notice
shall be accompanied by a declaration in writing signed by the person to be proposed
confirming his willingness to be appointed; PROVIDED ALWAYS that if the Memberspresent at a general meeting unanimously consent, the chairman of such Meeting may waive
the said notice and submit to the Meeting the name of any person so nominated (provided
such person confirms in writing his willingness to be appointed).

94.

At a general meeting a motion for the appointment of two or more persons as Directors or theCompany by a single resolution shall not be made unless a resolution that it shall be so madehas been first agreed to by the meeting without any vote being given against it.
TRANSACTIONS WITH DIRECTORS

95.

A Director may hold any other office or place of profit under the Company in conjunction
with his office of Director on such terms as to tenure of office, and otherwise as the Directors
may determine.
(a)JOR\23634759.3

No Director or intending Director shall be disqualified by his office from contractingwith the Company either as vendor, purchaser or otherwise, nor shall any suchcontract or any contract or arrangement entered into by or on behalf of the Company
or in which the Company is interested, in which any Director is in any way interested
be liable to be avoided, nor shall any Director so contracting or being so interested beliable to account to the Company for any profit realised by any such contract orarrangement by reason of such Director holding that office or of the fiduciary
relationship thereby established. A Director who is in any way, whether directly or
indirectly, interested in such a contract or arrangement or proposed contract orarrangement with the Company shall declare the nature of his interest at the meetingof the Directors at which the question of entering into a contract or arrangement isfirst taken into consideration, if his interest then exists, or in any other case at the firstmeeting of the Directors after he becomes so interested. A general notice given by a
Director to the effect that he is a Member of a specified company, society or firm andis to be regarded as interested in all transactions with such company, society or firmshall be a sufficient declaration of interest under this Article, and after such general
notice it shall not be necessary to give any special notice relating to any subsequenttransaction with such company or firm, provided that either the notice is given at a
meeting of the Directors or the Director giving the notice takes reasonable steps to45

secure that it is brought up and read at the next meeting of the Directors after it isgiven.
(b)

Subject to paragraph (a) above, a Director may vote in respect of any contract,appointment or arrangement in which he is interested and he shall be counted in thequorum present at the meeting.

96.

Any Director may act by himself or through his firm or corporate entity in a professional
capacity for the Company, and he or his firm or corporate entity shall be entitled toremuneration for professional services as if he were not a Director.

97.

Any Director may continue to be or become a director, managing director, manager or otherofficer or Member of any company promoted by the Company or in which the Company may
be interested, and no such Director shall be accountable for any remuneration or otherbenefits received by him as a director, managing director, manager, or other officer orMember of any such other company. The Directors may exercise the voting power conferredby the shares in any other company held or owned by the Company or exercisable by them as
directors of such other company, in such manner in all respects as they think fit (including
the exercise thereof in favour of any resolution appointing themselves or any of them
directors, managing directors, managers or other officers of such company, or voting orproviding for the payment of remuneration to directors, managing directors, managers orother officers of such company).
POWERS OF DIRECTORS

98.

(1)

The business of the Company shall be managed by the Directors, who may exercise
all such powers of the Company as are not by the Acts or by these Articles required
to be exercised by the Company in general meeting including the powers of theCompany to borrow money, to mortgage or charge its undertaking, property andassets or any part thereof and to issue debentures, debenture stock or other securities,
whether outright or as security for debts, subject nevertheless to these Articles, to theprovisions of the Acts, and to such directions, being not inconsistent with, these
Articles or the Acts as may be prescribed by the Company in general meeting, but nodirection made by the Company in general meeting shall invalidate any prior act of
the Directors which would have been valid if such direction had not been given. The
general powers given by this Article shall not be limited or restricted by any special
authority or power given to the Directors by this or any other Article.

(2)

The Directors shall at all times procure that the investment policy of the Company(and of any Fund in respect of which they may have adopted any investment
restrictions pursuant to Article 22(3)) is conducted and implemented in accordancewith Part 8 (paragraphs 67-77) of the Principal Regulations, provided that(a)JOR\23634759.3

the States, local authorities or public international bodies (of which one ormore Member States are members) issuing or guaranteeing securities inwhich it intends to invest more than 35% of its net assets, pursuant toparagraph 72(2)(b) of the Principal Regulations shall be each Member State(and their respective local authorities), a member of the OECD or one of thefollowing bodies:: OECD countries, Government of the People’s Republic ofChina, Government of Brazil (provided the issues are of investment grade),
Government of India (provided the issues are of investment grade),
Government of Singapore, European Investment Bank, European Bank for
Reconstruction and Development, Euratom, Inter-American Development
Bank, Asian Development Bank, International Finance Corporation,
International Monetary Fund, International Bank for Reconstruction and46

Development, The World Bank, European Central Bank, Council of Europe,
Eurofima, African Development Bank, European Union, Federal National
Mortgage Association, Federal Home Loan Mortgage Corporation,
Government National Mortgage Association (Ginnie Mae), Student Loan
Marketing Association (Sallie Mae), Federal Home Loan Bank, Federal Farm
Credit Bank, Tennessee Valley Authority, Straight-A Funding LLC;(b)

the Company shall employ techniques and instruments relating totransferable securities for efficient portfolio management or as an investment
policy in its own right under the conditions and within the limits laid downby the Central Bank; and(c)the Company may acquire shares in a company managed by the Manager orby any other company with which the Manager is linked by common
management or control, or by a substantial direct or indirect holding, which,in accordance with its memorandum and articles of association, has
specialised in investment in a specific geographical area or economic sector,
and provided that no fees or costs are charged by the Manager on account oftransactions relating to such acquisition and such investment is authorised by
the Central Bank.

(3)

The transferable securities in which the Directors may invest the Funds of theCompany must be dealt in or quoted on a Recognised Market.

(4)

(a)

Without prejudice to the limits specified in Regulation 74, the limit inRegulation 70(1) (a) is raised to 20% for investments in shares and/or debt
securities issued by the same body where the investment policy of the Fundis to replicate an index (the details of which shall be set out in the Prospectus
and/or applicable Supplement for that Fund). The index must be recognisedby the Central Bank on the basis that it is (i) sufficiently diversified; (ii)represents an adequate benchmark for the market to which it refers; and (iii)
is published in an appropriate manner.

(b)

The Central Bank may raise the limit in Regulation 70(1) (a) to a maximum of
35% where that proves to be justified by exceptional market conditions inparticular in regulated markets where certain transferable securities ormoney market instruments are highly dominant. The investment up to thislimit is only permitted for a single issuer.

(5)

The Directors may take all steps necessary (with the prior approval of the CentralBank) for, or in connection with, the establishment of, or investment in, wholly
owned subsidiaries of the Company or a Fund that may hold assets of the Company
or a Fund. For the avoidance of doubt, all such subsidiaries will be established onlyin the cases and under the conditions identified in the Principal Regulations. The
shares and assets issued by such subsidiaries and all of its assets will be held by the
Depositary or otherwise in accordance with the requirements of the Central Bank.

(6)

(a)

JOR\23634759.3

The Company (or any Fund) may, subject to a special resolution of the
Shareholders of the Company or relevant Fund, be amalgamated or mergedwith another collective investment scheme (or sub-fund thereof) (the"Transferee") on such terms, and subject to such conditions, as the Directors
may consider appropriate. Without limiting the foregoing, any such schemeof amalgamation or merger may involve all or part of the business of theCompany or any Fund (including its assets and/or liabilities), or the Sharesof the Company or any Fund being transferred to the Transferee in47

consideration for the issue, by the Transferee of shares, assets or equivalentinterests in the Transferee to the Company (or Fund) or to the relevant
Shareholders directly.
(b)

In connection with any such scheme of amalgamation or merger referred toabove which the Company or a Fund may enter into with a Transferee, theassets of the Company or Fund may be passed to a non-Irish trustee ordepositary which has been appointed as a trustee or depositary to theTransferee to coincide with the time that the scheme of amalgamation or
merger becomes effective.

99.

The Directors may from time to time and at any time by power of attorney under the Seal,
appoint any company, firm or person or any fluctuating body of persons whether nominateddirectly or indirectly by the Directors, to be the attorney or attorneys 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 suchconditions as they may think fit, and any such power of attorney may contain such provisions
for the protection and convenience of persons dealing with any such attorneys as the
Directors may think fit, and may also authorise any such attorney to sub-delegate all or anyof the powers, authorities and discretions vested in him. Notwithstanding the generality of
the foregoing, the Directors may appoint an attorney for the purpose of exercising theirpower to allot relevant securities as more particularly described in Article 16 hereof.

100.

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

101.

The Directors may meet together for the dispatch of business, adjourn and otherwise regulate
their meetings as they think fit. Questions arising at any meeting shall be determined by amajority of votes. In case of an equality of votes, the chairman shall have a second or casting
vote. A Director may, and the Secretary may, and the Secretary on the requisition of a
Director shall, at any time summon a meeting of the Directors.

102.

The quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors and unless so fixed at any other number shall be two.

103.

The continuing Directors or a sole continuing Director may act notwithstanding any
vacancies in their number, but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with the Acts and these Articles, the continuing
Directors or Director may act for the purpose of filling up vacancies in their number, or of
summoning general meetings of the Company, but not for any other purpose. If there be no
Directors or Director able or willing to act, then any two Members may summon a general
meeting for the purpose of appointing Directors.

104.

The Directors may from time to time elect and remove a chairman and, if they think fit, adeputy chairman and determine the period for which they respectively are to hold office. The
chairman or, failing him, the deputy chairman shall preside at all meetings of the Directors,
but if there is no chairman or deputy chairman, or if at any meeting the chairman or deputy
chairman is not present within five minutes after the time appointed for holding the same, theDirectors present may choose one of their number to be chairman of the meeting.

JOR\23634759.3

48

105.

A resolution in writing signed by all the Directors for the time being entitled to receive a
notice of a meeting of the Directors shall be as valid and effectual as a resolution passed at a
meeting of the Directors duly convened and held and any such resolution may consist of
several documents in the like form each signed by one or more of the Directors.

106.

A meeting of the Directors for the time being at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable by the Directors

107.

Without prejudice to the powers of delegation conferred by Article 6(2) hereof, the Directors
may delegate any of their powers to committees consisting of such Member or Members of
their body as they think fit and if, thought fit, one or more other persons. Any committee soformed shall, in the exercise of the powers so delegated, conform to any regulations that may
be imposed on it by the Directors.

108.

The meetings and proceedings of any such committee consisting of two or more Directors
shall be governed by the provisions of these Articles regulating the meetings and proceedingsof the Directors so far as the same are applicable and are not superseded by any regulations
made by the Directors under the last preceding Article.

109.

All acts done by any meeting of Directors, or of a committee of Directors or by any person
acting in good faith as a Director or authorised by the Director shall, notwithstanding it beafterwards discovered that there was some defect in the appointment of any such Director or
person acting as aforesaid, or that they or any of them were disqualified, or had vacatedoffice, or were not entitled to vote, be as valid as if every such person had been duly
appointed, and was qualified and had continued to be a Director and had been entitled to
vote.

110.

The Directors shall cause minutes to be made of:(a)all appointments of officers made by the Directors;(b)

the names of the Directors present at each meeting of the Directors and of any
committee of Directors; and(c)all resolutions and proceedings of all meetings of the Company and of the Directors
and of committees of Directors.

Any such minutes, if purporting to be signed by the chairman of the meeting at which theproceedings took place, or by the chairman of the next succeeding meeting, shall, until thecontrary be proved, be conclusive evidence of their proceedings.
111.

A register of Directors’ share holdings shall be kept at the Office and shall be open to
inspection in accordance with the requirements of the Acts. The said register shall also be
produced at least one quarter hour before the appointed time for the commencement of eachannual general meeting and shall remain open and accessible during the continuance of themeeting to any person attending the meeting.

112.

Any director may participate in a meeting of the directors by means of telephone or othersimilar means of communication whereby all persons participating in the meeting can heareach other speak; and participation in a meeting in this manner shall constitute presence inperson of such meeting and each participant shall be entitled to vote or be counted in aquorum accordingly. Any such meeting shall be deemed to take place where the majority ofthe participating directors are located, provided always that where an equal number ofparticipating directors attend from different locations (one of which is Ireland), the meetingshall be deemed to be held in Ireland.

JOR\23634759.3

49

BORROWING AND OTHER POWERS
113.

(1)

Subject as hereinafter provided the Directors may exercise all the powers of theCompany to borrow money (including the power to borrow for the purposes ofredeeming Shares) and charge, to issue debentures, debenture stock or othersecurities, whether outright or as collateral security for any debt liability or obligationof the Company or of any third party, provided that no borrowings shall be madesave in accordance with paragraph 103 of the Principal Regulations and the limits
laid down by the Central Bank.

(2)

The Company may not grant loans nor act as a guarantor on behalf of third parties
save in accordance with paragraph 111 of the Principal Regulations.

(3)

The Company may not carry out sales of transferable securities when such securities
are not in its ownership.
MANAGING DIRECTOR

114.

(1)

The Directors may from time to time appoint one or more of their body to be aManaging Director or Managing Directors of the Company and may fix his or theirremuneration.

(2)

Every Managing Director shall be liable to be dismissed or removed from his positionas Managing Director by the Directors and another person appointed in his place.
The Directors may, however, enter into an agreement with any person who is or isabout to become a Managing Director with regard to the length and terms of his
employment but so that the remedy of any such person for any breach of suchagreement shall be in damages only and he shall have no right or claim to continue insuch office contrary to the will of the Directors or of the Company in general meeting.

115.

A Managing Director shall not, while he continues to hold that office, be liable to retire byrotation (if the Articles should so provide in the case of Directors generally) and he shall not
be taken into account in determining the rotation in which the other Directors shall retire(except for the purpose of fixing the number to retire in each year), but he shall be subject tothe same provisions as to removal and disqualification as the other Directors and if he ceases
to hold the office of Director from any cause he shall ipso facto cease to be a Managing
Director.

116.

The Directors may from time to time entrust to and confer upon the Managing Director orManaging Directors all or any of the powers of the Directors (not including the power toborrow money or issue debentures) that they may think fit. But the exercise of all powers by
the Managing Director or Managing Directors shall be subject to all such regulations andrestrictions as the Directors may from time to time make and impose and the said powers
may at any time be withdrawn, revoked or varied.
SECRETARY

117.

Subject to the provisions of the Acts, the Secretary shall be appointed by the Directors forsuch term, at such remuneration and upon such conditions as they think fit and any Secretary
so appointed may be removed by them, but without prejudice to any claim for damages forbreach of any contract of service between the Secretary and the Company. If thought fit, two
or more persons may be appointed joint Secretaries. Anything required or authorised to bedone by or to the Secretary, may if the office is vacant or there is for any other reason no
Secretary capable of acting, be done by or to any Assistant or Deputy Secretary or if there is
no Assistant or Deputy Secretary capable of acting by or to any officer of the Company

JOR\23634759.3

50

authorised generally or specifically in that behalf by the Directors PROVIDED THAT any
provisions of these Articles requiring or authorising a thing to be done by or to a Director andthe Secretary shall not be satisfied by its being done by or to the same person acting both as
Director and as, or in the place of, the Secretary.
THE SEAL
118.

The Directors shall provide a common Seal for the Company and shall have the power fromtime to time to destroy the same and to substitute a new Seal in lieu thereof.

119.

The Directors shall provide for the safe custody of the Seal and the Seal shall never be used
except by the authority of a resolution of the Directors or of a committee of the Directors
authorised by the Directors in that behalf. The Directors may from time to time as they see fitor (subject to the provisions of these Articles relating to share certificates) determine theperson and the number of such persons in whose presence the Seal shall be used, and until
otherwise so determined the Seal shall be affixed in the presence of two Directors or one
Director and the Secretary, or some other person duly authorised by the Directors.

120.

The Company may exercise the powers conferred by section 44 of the Act with regard to
having an official Seal for use abroad, and such powers shall be vested in the Directors.
DIVIDENDS

121.

(1)

The Company in General Meeting may declare dividends on the Participating Sharesof each Fund but no dividend shall exceed the amount recommended by the
Directors in respect of each Fund respectively. The Directors may differentiate
between the different classes of Funds, as to the amount (if any) of any dividend
recommended in respect of each Fund. Furthermore, in accordance with Article
13(6), where the Directors have created different types of Participating Shares withineach Fund, they may differentiate between the different types as to the amount (ifany) of any dividend recommended in respect of each Fund. Details of such
dividend policies in respect of any Fund, or type of Participating Shares within aFund will be set out in the applicable Supplement for that Fund. The Directors mayfrom time to time if they think fit pay such interim dividends on Participating Sharesof any Fund as appear to the Directors to be justified, and may specify a fixed date ordates of payment of dividend for a particular Fund or Funds (or types within such
Fund(s)).

(2)

The dividend for any particular class of Participating Shares in a Fund shall bepayable out of profits of that Fund available for distribution relating to that class ofParticipating Shares or alternatively, at the discretion of the Directors, out of thecapital of that Fund. Profits, for these purposes, shall consist of net income (lessexpenditure) and realised and unrealised gains (less realised and unrealised losses)
attributable to such share classes. Income for these purposes shall include, without
limitation, interest income and dividend income and any other amounts treated asincome in accordance with the accounting policies of the Company laid down fromtime to time. Dividends may also be paid out of capital and the maximum rate or
amount of any such capital dividend shall be determined by the Directors. Certain
Funds may also charge all or part of fees and expenses to the capital of the relevantFund, details of which shall be set out in the Supplement for that Fund. Where the
Directors determine that a dividend is payable, it will be payable in respect of thoseclasses of Participating Shares within a Fund that have been designated asDistribution Share Classes.

JOR\23634759.3

51

122.

The Directors may, with the sanction of a resolution in general meeting of the holders ofParticipating Shares of any Fund, distribute in kind among the Shareholders of that Fund by
way of dividend or otherwise any of the assets of the relevant Fund provided that no
distribution shall be made which would amount to a reduction of capital except in a manner
allowed by law.

123.

All Participating Shares shall unless otherwise determined by the Directors or by the terms of
issue thereof rank for dividend as from the beginning of the accounting period in which they
are issued.

124.

Any resolution of the Directors declaring a dividend on the Participating Shares of any Fundand any resolution of the Directors for the payment of a fixed dividend on the date prescribed
for the payment thereof may specify that the same shall be payable to the persons registeredas the holders of Participating Shares of the Fund concerned at the Close of Business on aparticular date, notwithstanding that it may be a date prior to that on which the resolution ispassed (or, as the case may be, that prescribed for payment of a fixed dividend), andthereupon the dividend shall be payable to them in accordance with their respective holdings
so registered, but without prejudice to the rights inter se in respect of such dividend oftransferors and transferees of Participating Shares of the relevant class.

125.

The Company may transmit any dividend or other amount payable in respect of any
Participating Share by electronic transfer or by cheque or warrant sent by ordinary post to theregistered address of the holder, or, in the case of joint holders, of one of them to such person
and address as the holder or joint holders may direct, and shall not be responsible for any loss
arising in respect of such transmission.

126.

No dividend or other amount payable to any Shareholder shall bear interest against theCompany. All unclaimed dividends and other amounts payable as aforesaid may be invested
or otherwise made use of for the benefit of the Company until claimed. Payment by theCompany of any unclaimed dividend or other amount payable in respect of a Participating
Share into a separate account shall not constitute the Company a trustee in respect thereof.
Any dividend unclaimed after six years from the date when it first became payable shall be
forfeited to the relevant Fund automatically, without the necessity for any declaration orother action by the Company.

127.

The Directors (or their agents) may:(a)

deduct from any dividend payment (or other distribution) to a holder of Participating
Shares all sums necessary; or(b)compulsorily repurchase or redeem from a holder of Participating Shares’ holding ofParticipating Shares, Participating Shares of such value as is necessary,(c)to offset any liability to taxation or withholding tax arising as a result of the dividend
payment to the relevant holder of Participating Shares.
FINANCIAL STATEMENTS

128.

The Directors in accordance with the requirements of the Central Bank and Chapter 2 of Part
6 of the Act shall cause to be kept adequate accounting records, whether in the form of
documents, Electronic Form or otherwise.

129.

The accounting records shall be kept at the Office (in accordance with the Acts), or at suchother place as the Directors think fit, and shall always be open at all reasonable times toinspection by the Directors. No Member (other than a Director or Auditor) shall have any

JOR\23634759.3

52

right of inspecting any accounting record or document of the Company except as conferredby the Acts or authorised by the Directors or by the Company in general meeting.
130.

The Directors shall from time to time in accordance with the provisions of the Acts and thePrincipal Regulations, cause to be prepared and to be laid before the Company in general
meeting in respect of the Company as a whole such statutory financial statements of theCompany and reports as are specified in the Acts made up to the Accounting Date in eachyear or such other date as the Directors may from time to time decide. Such documents shall
include all information required to be specified therein by the Principal Regulations.

131.

A copy of every accounting record, financial statements of the Company and reports which
are required by law to be laid before the Company in general meeting, together with the
Auditor’s and Depositary’s report or summary financial statements prepared in accordancewith section 1119 of the Act thereon shall not less than 21 days previous to the annual general
meeting be served on every person entitled under the provisions of the Acts to receive them,provided however that where the Directors elect to send summary financial statements to theMembers, any Member may request that he be sent a copy of the statutory financial
statements of the Company. Such documents shall include all information required to be
specified therein by the Acts (whether in Electronic Form or otherwise). Such documents
shall include all information required to be specified therein by the Principal Regulations.

132.

The Company shall prepare an unaudited half yearly report for the first six months of eachfinancial year. Such report shall be in a form approved by the Central Bank and shall containthe information required under the Act and the UCITS Rules.

133.

Copies of the half yearly report shall be sent to the Shareholders not later than two months
from the end of the period to which it relates.

134.

The Company shall provide the Central Bank with all reports and information to which it isentitled under the Acts and the UCITS Rules.

135.

Auditors shall be appointed and their duties regulated in accordance with the Acts.
CAPITALISATION OF PROFITS136.

The Company in general meeting may upon the recommendation of the Directors resolve that
it is desirable to capitalise any part of the amount for the time being standing to the credit of
any of the Company’s reserve accounts (including capital reserve) or to the credit of the profit
and loss account or which is otherwise available for distribution and not required for
payment of dividends on any Shares with a preferential right to dividend amongst theMembers who would have been entitled thereto if distributed by way of dividend and in thesame proportion on condition that the same be not paid in cash but be applied either in or
towards paying up in full unissued Shares of the Company to be allotted and distributed
credited as fully paid up to and amongst such Members in the proportion aforesaid, or partly
in the one way and partly in the other, and the Directors shall give effect to such resolution.

137.

Whenever such a resolution as aforesaid shall have been passed, the Directors shall make allappropriations and applications of the undivided profits resolved to be capitalised thereby
and all allotments and issues of fully paid Shares or debentures, if any, and generally shall doall acts and things required to give effect thereto with full power to the Directors to makesuch provision as they shall think fit for the case of Shares or debentures becoming
distributable in fractions (and in particular, without prejudice to the generality of theforegoing, to sell the Shares or debentures represented by such fractions and distribute thenet proceeds of such sale amongst the Members otherwise entitled to such fractions in due
proportions) and also to authorise any person to enter on behalf of all the Members

JOR\23634759.3

53

concerned into an agreement with the company providing for the allotment to them
respectively credited as fully paid up of any further Shares or debentures to which they may
become entitled on such capitalisation or, as the case may require, for the payment up by theapplication thereto of their respective proportions of the profits resolved to be capitalised of
the amounts remaining unpaid on their existing Shares and any agreement made under such
authority shall be effective and binding on all such Members.
AUDIT
138.

Auditors shall be appointed and their duties regulated in accordance with the Acts andparagraph 134 of the Principal Regulations.
NOTICES

139.

Notice of every general meeting shall be given in any manner hereinbefore authorised to:(a)every Shareholder in the Company who is entitled to vote in accordance with Article
71(1);(b)

every person upon whom the ownership of a Share devolves by reason of his being apersonal representative, or the Official Assignee in bankruptcy of a Shareholder,
where the Shareholder but for his death or bankruptcy would be entitled to receive
notice of the meeting;(c)the Auditors;(d)the Directors;(e)the Depositary;(f)

the Administrator;(g)

the Manager;(h)the Investment Adviser; and(i)the Secretary.

No other person shall be entitled to receive notices of general meetings.
140.

(a)

Subject to the Acts and except where otherwise expressly provided in these Articles,
any notice, communication, document or information to be given, served or deliveredby the Company pursuant to these Articles shall be in writing in paper copy orElectronic Form.

(b)

Subject to the Acts and except where otherwise expressly provided in these Articles,
any notice, document or information to be given, served or delivered in pursuance of
these Articles may be given to, served on or delivered to any Member by theCompany:

JOR\23634759.3(i)by handing same to him or his authorised agent;(ii)

by leaving the same at his registered address;

54

141.

(iii)

by sending the same by the post or other delivery service in a pre-paid coveraddressed to him at his registered address; or(iv)

by sending the notice, the document (other than a share certificate) or the
information in Electronic Form to such Electronic Address as may from time
to time be authorised by the Member or by making it available on a website(provided the member receives, by any of the means at (i) to (iii) above or by
Electronic Means to such Electronic Address as may from time to time be
authorised by the Member, notification complying with Article 145 of the factthat the notice, document or information has been placed on the website).

(c)Where a notice, document or information is given, served or delivered pursuant to
sub-paragraph (b)(i) or (ii), the giving, service or delivery thereof shall be deemed tohave been effected at the time the same was handed to the Member or his authorised
agent, or left at his registered address (as the case may be).

(d)Where a notice, document or information is given, served or delivered pursuant to
sub-paragraph (b)(iii), the giving, service or delivery thereof shall be deemed to havebeen effected at the expiration of twenty four hours after the cover containing it inpaper copy form was posted or given to delivery agents (as the case may be). In
proving such giving, service or delivery, it shall be sufficient to prove that such cover
was properly addressed, pre-paid and posted or given to delivery agents.

(e)

Where a notice, document or information is given, served or delivered pursuant to
sub-paragraph (b)(iv), the giving service or delivery thereof shall be deemed to havebeen effected:(i)

if sent in Electronic Form to an Electronic Address, at the expiration oftwenty four hours after the time it was sent; or(ii)

if made available on a website, at the expiration of twenty four hours after
the time when it was first made available on the website.

(f)

Where any Member has furnished his or her Electronic Address to the Secretary andhas not notified the Secretary in writing (including by electronic mail) that he nolonger wishes to receive communications by electronic mail, then the delivery to himof any notice, document or information by electronic mail (whether contained in the
body of the electronic mail message or as an attachment to it) shall be deemed gooddelivery on the terms set out in sub-paragraph (e) above.

(g)

If the Company receives a delivery failure notification following the sending of anotice, document or other information in Electronic Form to an Electronic Address inaccordance with sub-paragraph (b) (iv), the Company shall give, serve or deliver thenotice, document or information in paper copy or Electronic Form (but not by
Electronic Means) to the Member either personally or by post addressed to theMember at his registered address or (as applicable) by leaving it at that address. This
shall not affect when the notice, document or information was deemed to be receivedin accordance with sub-paragraph (e).

(h)

In the case of joint holders of a Share, all notices shall be given to that one of the joint
holders whose name stands first in the Register in respect of the joint holding, andnotice so given shall be sufficient notice to all the joint holders.

Every person who, by operation of law, transfer or other means, shall become entitled to any
Share shall be bound by every notice or other document which, previous to his name andJOR\23634759.3

55

address being entered on the Register in respect of such Share, shall have been given to theperson in whose name the Share shall have been previously registered.
142.

Any Member present, in person or by proxy, at any meeting of the Company shall for all
purposes be deemed to have received due notice of such meeting and, where requisite, of the
purposes for which such meeting was convened.

143.

Any summons, notice, order or other document required to be sent to or served upon the
Company, or upon any officer of the Company may be sent or served by leaving the same orsending it through the post in a prepaid letter envelope or wrapper, addressed to theCompany or to such officer at the Office.

144.

The signature to any notice or other document to be given by the Company may be written,
printed or in Electronic Form.
PUBLICATION ON A WEBSITE

145.

A notification to a Member of the publication of a notice on a website pursuant to these
Articles shall state:(e)the fact of the publication of the notice on a website;(f)the address of that website and, where necessary, the place on that website where thenotice may be accessed and how it may be accessed; and(g)in the case of a notice of a general meeting of Members or class of Members.
(i)that it concerns a notice of a meeting served in accordance with the Articles
or by order of a court, as the case may be;(ii)

the place, date and time of the meeting;(iii)

whether the meeting is to be an annual general meeting or an extraordinary
general meeting; and(iv)

the address of any other website (if such is the case) where procedures as tovoting are stated or facilitated.

146.

The notice shall be published on that website, in the case of a notice of meeting, throughout
the period beginning with the giving of that notification and ending with the conclusion of
the meeting, and in any other case for a period of not less than one month from the giving of
the notification.

147.

This Article shall be treated as being complied with, and, in the case of a meeting, nothing in
Articles 145 and 146 above shall invalidate the proceedings of a meeting where:(a)any notice that is required to be published as mentioned in Article 146 is published
for a part, but not all, of the period mentioned in that Article; and(b)

the failure to publish that notice throughout that period is attributable tocircumstances which it would not be reasonable to have expected the Company toprevent or avoid, such as system, telecommunications or power outages.
WINDING UP

JOR\23634759.3

56

148.

(1)

If the Company shall be wound up, the liquidator shall apply the assets of theCompany in such manner and order as he thinks fit in satisfaction of creditors’
claims. The liquidator shall in relation to the assets available for distribution among
the Members make in the books of the Company such transfers thereof to and from
Funds as may be necessary in order that the effective burden of such creditors’ claims
may be shared between the holders of Shares of different Fund in such proportions as
the liquidator in his absolute discretion may think equitable provided always that indoing so, the liquidator shall comply with, and be bound by, the segregated liability
provision contained in the Acts and Article 22 hereof.

(2)

The assets available for distribution among the Members shall then be applied in thefollowing priority:(2)

JOR\23634759.3(a)First, in the payment to the holders of the Participating Shares of each Fundof a sum in the currency in which that Fund is designated (or in any othercurrency selected by the liquidator) as nearly as possible equal (at a rate ofexchange determined by the liquidator) to the Net Asset Value of theParticipating Shares of such Fund held by such holders respectively as at thedate of commencement to wind up provided that there are sufficient assets
available in the relevant Fund to enable such payments to be made. In theevent that, as regards any Fund, there are insufficient assets available in therelevant Fund to enable such payment to be made recourse shall be had tothe assets of the Company not comprised within any of the Funds.

(b)Secondly, in the payment to the holders of the Subscriber Shares of sums up
to the nominal amount paid thereon out of the assets of the Company notcomprised within any of the Funds remaining after any recourse thereto
under paragraph (2)(i) above. In the event that there are insufficient assets as
aforesaid to enable such payment in full to be made, no recourse shall be hadto the assets comprised within any of the Funds.

(c)

Thirdly, in the payment to the holders of each Fund of any balance thenremaining in the relevant Fund, such payment being made in proportion to
the number of Shares of that Fund held.

(d)Fourthly, in the payment to the holders of the Participating Shares of any
balance then remaining and not comprised within any of the Funds, suchpayment being made in proportion to the number of Participating Shares
held.

If the Company shall be wound up (whether the liquidation is voluntary, under
supervision or by the court) the liquidator may, with the authority of a special
resolution and any other sanction required by the Acts, divide among the Membersin specie the whole or any part of the assets of the Company, and whether or not theassets shall consist of property of a single kind, and may for such purposes set suchvalue as he deems fair upon any one or more class or classes of property, and may
determine how such division shall be carried out as between the Members. The
liquidator may, with the like authority, vest any part of the assets in trustees on such
trusts for the benefit of Members as the liquidator, with the like authority, shall think
fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no Member shall be compelled to accept any assets in respect of which
there is any liability. For the avoidance of doubt, if the special resolution above ispassed, each Member is entitled to elect on winding-up whether or not he wishes toreceive a distribution in specie or a cash distribution made in accordance with theprovisions of Article 148 (2). However, in the absence of a Member electing to receive57

a distribution in specie on winding-up, such Member shall receive a cash distribution
payment in accordance with the provisions of Article 148 (2). Where a Shareholder
elects to receive a distribution in specie and the Company agrees to sell the assets onbehalf of the Shareholder, if requested by the Shareholder, the cost of such sale can be
charged to the redeeming Shareholder.
INDEMNITY
149.

(1) Subject to the provisions of and insofar as may be permitted by the Companies
Acts and the Act, every Director, Secretary and other officer or servant of theCompany shall be indemnified by the Company against, and it shall be the duty of
the Directors out of the funds of the Company to pay all costs, losses and expenses
which any such officer or servant may incur or become liable to by reason of any
contract entered into, or act or thing done by him as such officer or servant or in any
way in discharge of his duties, including travelling expenses, and the amount for
which such indemnity is provided shall immediately attach as a lien on the propertyof the Company and have priority as between the Members over all other claims.
(2) The Depositary and the Manager shall be entitled to such indemnity from theCompany under such terms and subject to such conditions and exceptions and withsuch entitlement to have recourse to the assets of the Company with a view tomeeting and discharging the costs thereof as shall be provided under the Depositary
Agreement and the Management Agreement.
RESERVES

150.

The Directors may before declaring any dividends set aside out of the profits of the Company
and carry to the credit of any reserve account such sums as they think proper, which shall, atthe discretion of the Directors, be applicable for any purpose to which the profits or reserves
may be properly applied and pending such application may at the like discretion either be
employed in the business of the Company or be invested in such Investments as the Directors
may from time to time think fit. The Directors may also carry forward to the accounts of thesucceeding year or years any balance of profits which they shall think fit neither to divide nor
to place to reserve.
DEALINGS BY THE MANAGER ETC.

151.

Any person being the Manager, the Administrator, the Depositary and any associate of theManager, the Administrator or the Depositary may:(a)

become the owner of Participating Shares in the Company and hold, dispose orotherwise deal with Participating Shares as if that person were not such a person; or(b)deal in property of any description on that person’s individual accountnotwithstanding the fact that property of that description is included in the propertyof the Company; or(c)

act as agent or principal in the sale or purchase of property to or from the Depositary
for the account of the Company without that person’s having to account to any othersuch person, to the Members or to any of them for any profits or benefits made by orderived from or in connection with any such transaction provided that suchtransactions are carried out as if effected on normal commercial terms negotiated atarm’s length, are in the best interests of the Shareholders; andJOR\23634759.3

58

(a)

a certified valuation of such transaction by a person approved by the
Depositary as independent and competent has been obtained; or(b)such transaction has been executed on best terms on an organised investment
exchange under its rules; or(c)where (i) and (ii) are not practical, such transaction has been executed onterms which the Depositary is satisfied conform with the principle that suchtransactions be carried out as if effected on normal commercial terms
negotiated at arm’s length.

RESTRICTION ON MODIFICATIONS TO ARTICLES152.

No modification shall be made to the Memorandum or Articles of Association of theCompany which would result in the Company ceasing to be authorised under the Act.
DESTRUCTION OF DOCUMENTS

153.

The Company shall be entitled to destroy all instruments of transfer of Shares which havebeen registered at any time after the expiration of six years from the date of registration
thereof and all dividend mandates and notifications of change of address at any time after the
expiration of two years from the date of recording thereof and all share certificates whichhave been cancelled at any time after the expiration of one year from the date of cancellation
thereof and it shall conclusively be presumed in favour of the Company that every entry in
the Register purporting to have been made on the basis of an instrument of transfer or otherdocuments so destroyed was a valid and effective instrument duly and properly registeredand every share certificate so destroyed was a valid and effective certificate duly andproperly cancelled and every other document hereinbefore mentioned in accordance with therecorded particulars thereof in the books or records of the Company. PROVIDED ALWAYS
that:
(a)

The provisions aforesaid shall apply only to the destruction of a document in goodfaith and without notice of any claim (regardless of the parties thereto) to which the
document might be relevant;(b)Nothing herein contained shall be construed as imposing upon the Company any
liability in respect of the destruction of any such document earlier than as aforesaid
or in any other circumstances which would not attach to the Company in the absenceof this Article.

(c)References herein to the destruction of any document include references to thedisposal thereof in any manner.
TOTAL REPURCHASE154.

The Company may, by not less than four weeks’ notice to all Members, repurchase at the Net
Asset Value per Participating Share on such Dealing Day, all (but not some) of theParticipating Shares in issue for any class of Participating Share or all classes of Participating
Shares on such date in the following instances:(a)JOR\23634759.3

if the Company or any Fund is no longer authorised or approved by the Central
Bank;

59

(b)

if any law is passed which renders it illegal, or in the reasonable opinion of the
Directors it is impracticable or inadvisable, to continue the Company or any Fund;(c)

if a trading manager agreement in respect of a Fund is terminated and the Investment
Adviser determines that a replacement trading manager will not be appointed to that
Fund; or(d)

if within a period of 90 days from the date on which the Depositary notifies theCompany of its desire to retire in accordance with the terms of the Depositary
Agreement, or from the date on which the appointment of the Depositary is
terminated by the Company in accordance with the terms of the Depositary
Agreement, or from the date on which the Depositary ceases to be qualified under
Article 10 hereof, no new Depositary shall have been appointed;

provided that such repurchase does not result in the issued share capital being reduced to
below the minimum amount permitted under the Acts.
CONVERSION TO ICAV155.

In accordance with the requirements of the Central Bank and applicable law, the Company ispermitted to apply to the Central Bank to be registered as an ICAV by way of continuation orotherwise. The Company or any of its delegate(s) shall do all such acts and things as may benecessary to give effect to the conversion to ICAV in accordance with applicable law, therequirements of the Central Bank and the Constitution.
OVERRIDING PROVISIONS

156.

The Company’s business will be conducted in accordance with the Acts. In the event of there
being any conflict between the provisions of these Articles and the Acts, the Acts shallprevail. The approval of the Central Bank shall be required to any amendment to thisConstitution.

JOR\23634759.3

60

___________________________________________________________________________
Names, Addresses and Descriptions
Number of Shares takenof Subscribers
by each Subscriber___________________________________________________________________________

Brookfield Investment Management Inc.
3 World Financial Center
200 Vesey Street
New York, NY 10281
Body Corporate_________________________________
Director/Authorised Signatory
Name:
Dated:

2011

Witness to the above signatures:-

Signature:
Name:
Address:

Brookfield Investment Management (UK) Limited
23 Hanover Square
LondonW1S 1JB
Body Corporate________________________________
Director/Authorised Signatory
Name:
Dated:

2011

Witness to the above signatures:-

Signature:
Name:
Address:

JOR\23634759.3

61