Exhibit 1.9      B Y
E - L A W S of Brookfield
Renewable Partners Limited   I HEREBY CERTIFY that the within written Bye-Laws are a
true copy of the Bye-Laws ofBrookfield Renewable Partners Limitedas
amended by written resolution of the sole Shareholder adopted with effect as of
4 November, 2013, in place of those adopted on4May 2012and on20
November 2011in place of those approved at the Statutory Meeting of the
above Company on29 June 2011.        Secretary  -1-


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BYE-LAWS OF Brookfield
Renewable Partners Limited  I N
D E X BYE-LAW
 SUBJECT
 PAGE1
 Interpretation
 42
 Registered
  Office
 53
 Share
  Rights
 64
 Modification
  of Rights
 65
 Shares
 66
 Certificates
 77
 Lien
 78
 Calls on
  Shares
 89
 Forfeiture
  of Shares
 810
 Register
  of Shareholders
 911
 Register
  of Directors and Officers
 912
 Transfer
  of Shares
 913
 Transmission
  of Shares
 1014
 Increase
  of Capital
 1115
 Alteration
  of Capital
 1116
 Reduction
  of Capital
 1117
 General Meetings
  and Resolutions in Writing
 1218
 Notice
  of General Meetings
 1219
 Proceedings
  at General Meetings
 1320
 Voting
 1321
 Proxies
  and Corporate Representatives
 1522
 Appointment
  and Removal of Directors
 1623
 Resignation
  and Disqualification of Directors
 16
  -2-


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24
 Directors’
  Fees
 1725
 Directors’
  Interests
 1726
 Powers
  and Duties of the Board
 1727
 Delegation
  of the Board’s Powers
 1828
 Proceedings
  of the Board
 1829
 Officers
 2030
 Minutes
 2031
 Secretary
  and Resident Representative
 2032
 The Seal
 2133
 Dividends
  and Other Payments
 2134
 Reserves
 2235
 Capitalisation
  of Profits
 2236
 Record
  Dates
 2337
 Accounting
  Records
 2338
 Audit
 2339
 Service
  of Notices and Other Documents
 2340
 Winding
  Up
 2441
 Indemnity
 2542
 Amalgamation
 2643
 Continuation
 2644
 Alteration
  of Bye-Laws
 26
   -3-


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B Y E - L A W S of Brookfield
Renewable Partners Limited  INTERPRETATION 1Interpretation 1.1In these
Bye-Laws, unless the context otherwise requires: “affiliate”means
a person controlled by, controlling or under common control with another
person, whether directly or indirectly; “Auditor”means
the person or firm for the time being appointed as auditor of the Company; “Bermuda”means
the Islands of Bermuda; “Board”means
the Directors of the Company appointed or elected pursuant to these Bye-Laws
and acting by resolution as provided for in the Companies Acts and in these
Bye-Laws or the Directors present at a meeting of Directors at which there is a
quorum; “Brookfield”means
Brookfield Asset Management Inc.; “the Companies Acts”means every Bermuda statute from time to time in force concerning companies
insofar as the same applies to the Company; “Company”means
the company incorporated in Bermuda under the name ofBrookfield
Renewable Partners Limitedon 22ndday
of June 2011; “Director”means
such person or persons appointed or elected to the Board from time to time
pursuant to these Bye-Laws; “Energy Partnership”meansBrookfield Renewable Energy L.P.; “Indemnified Person”means any affiliate, Director, Officer, Resident Representative, member of a
committee duly constituted under these Bye-Laws, shareholders and employees of
the Company, any person who serves on a governing body of the Energy
Partnership or any of its subsidiaries, or any liquidator, manager or trustee
for the time being acting in relation to the affairs of the Company, and his
heirs, executors and administrators; “Independent Directors”means the duly appointed members of the Board who shall be at least three (3)
in number (or such greater number as shall comprise a majority of the Board
from time to time) who shall be determined to be independent of the Company, of
Brookfield, or of any of its affiliates, according to the standards of independence
established by the New York Stock Exchange from time to time; “Officer”means a
person appointed by the Board pursuant to these Bye-Laws but shall not include
the Auditor; “paid up”means
paid up or credited as paid up; “Partnership”means
Brookfield Renewable Energy Partners L.P., a partnership formed in Bermuda as
an exempted limited partnership, of which the Company has been appointed as
general partner; “Register”means
the Register of Shareholders of the Company maintained by the Company in
Bermuda; -4-


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“Registered Office”means the registered office of the Company which shall
be at such place in Bermuda as the Board shall from time to time determine; “Resident Representative”means (if any) the individual or the company appointed
to perform the duties of resident representative set out in the Companies Acts
and includes any assistant or deputy Resident Representative appointed by the
Board to perform any of the duties of the Resident Representative; “Resolution”means
a resolution of the Shareholders passed in a general meeting or, where
required, of a separate class or separate classes of shareholders passed in a
separate general meeting or in either case adopted by resolution in writing, in
accordance with the provisions of these Bye-Laws; “Seal”means
the common seal of the Company and includes any authorised duplicate thereof; “Secretary”means
the individual or company appointed by the Board to perform any of the duties
of the Secretary and includes a temporary or assistant or deputy Secretary; “share”means
share in the capital of the Company and includes a fraction of a share; “Shareholder”means
a shareholder or member of the Company provided that for the purposes of
Bye-Law 41 it shall also include any holder of notes, debentures or bonds issued
by the Company; and “these Bye-Laws”means
these Bye-Laws in their present form or as from time to time amended. 1.2For the
purposes of these Bye-Laws, a corporation which is a shareholder shall be
deemed to be present in person at a general meeting if, in accordance with the
Companies Acts, its authorised representative is present. 1.3Words
importing only the singular number include the plural number and vice versa. 1.4Words
importing only the masculine gender include the feminine and neuter genders
respectively. 1.5Words
importing persons include companies, associations, bodies of persons, whether
corporate or not. 1.6A
reference to writing shall include typewriting, printing, lithography,
photography and electronic record. 1.7Any words
or expressions defined in the Companies Acts in force at the date when these
Bye-Laws or any part thereof are adopted shall bear the same meaning in these
Bye-Laws or such part (as the case may be). 1.8A reference to any
statute or statutory provision (whether in Bermuda or elsewhere) includes a
reference to any modification or re-enactment of it for the time being in force
and to every rule, regulation or order made under it (or under any such
modification or re-enactment) and for the time being in force and any reference
to any rule, regulation or order made under any such statute or statutory
provision includes a reference to any modification or replacement of such rule,
regulation or order for the time being in force.  REGISTERED OFFICE 2Registered
Office The
Registered Office shall be at such place in Bermuda as the Board shall from
time to time determine.   -5-


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SHARES AND SHARE RIGHTS 3Share
Rights 3.1Subject to
any special rights conferred on the holders of any share or class of shares,
any share in the Company may be issued with or have attached thereto such
preferred, deferred, qualified or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise, as the
Company may by Resolution determine or, if there has not been any such determination
or so far as the same shall not make specific provision, as the Board may
determine. 3.2Subject to
the Companies Acts, any preference shares may, with the sanction of a
resolution of the Board, be issued on terms: 3.2.1that
they are to be redeemed on the happening of a specified event or on a given
date; and/or, 3.2.2that
they are liable to be redeemed at the option of the Company; and/or, 3.2.3if
authorised by the memorandum of association of the Company, that they are
liable to be redeemed at the option of the holder. The terms and manner of
redemption shall be provided forin such resolution of the Board and shall be
attached to but shall not form partof these
Bye-Laws. 3.3The Board
may, at its discretion and without the sanction of a Resolution, authorise the
purchase by the Company of its own shares upon such terms as the Board may in
its discretion determine, provided always that such purchase is effected in
accordance with the provisions of the Companies Acts. 3.4The Board
may, at its discretion and without the sanction of a Resolution, authorise the
acquisition by the Company of its own shares, to be held as treasury shares,
upon such terms as the Board may in its discretion determine, provided always
that such acquisition is effected in accordance with the provisions of the
Companies Acts. The Company shall be entered in the Register as a Shareholder
in respect of the shares held by the Company as treasury shares and shall be a
Shareholder of the Company but subject always to the provisions of the
Companies Acts and for the avoidance of doubt the Company shall not exercise
any rights and shall not enjoy or participate in any of the rights attaching to
those shares save as expressly provided for in the Companies Act. 4Modification
of Rights 4.1Subject to
the Companies Acts, all or any of the special rights for the time being
attached to any class of shares for the time being issued may from time to time
(whether or not the Company is being wound up) be altered or abrogated with the
consent in writing of the holders of not less than seventy five percent (75%)
of the issued shares of that class or with the sanction of a resolution passed
at a separate general meeting of the holders of such shares voting in person or
by proxy.  To any such separate general meeting, all the provisions of these
Bye-Laws as to general meetings of the Company shallmutatis mutandisapply, but so that the necessary quorum shall be one or more persons holding or
representing by proxy any of the shares of the relevant class, that every
holder of shares of the relevant class shall be entitled on a poll to one vote
for every such share held by him and that any holder of shares of the relevant
class present in person or by proxy may demand a poll. 4.2The
special rights conferred upon the holders of any shares or class of shares
shall not, unless otherwise expressly provided in the rights attaching to or
the terms of issue of such shares, be deemed to be altered by the creation or
issue of further shares ranking pari passu therewith. 5Shares 5.1Subject to
the provisions of these Bye-Laws, the unissued shares of the Company (whether
forming part of the original capital or any increased capital) shall be at the
disposal of the Board, which may offer, allot, grant options over or otherwise
dispose of them to such persons, at such times and for such consideration and
upon such terms and conditions as the Board may determine. -6-


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5.2The Board may,
without the sanction of a resolution, authorise the purchase by the company of
its own shares, of any class or series, at any price (whether at par or above
or below par), and any shares to be so purchased may be selected in any manner
whatsoever, upon such terms as the Board may in its discretion determine,
provided always that such purchase is effected in accordance with the provisions
of the Companies Act and any other applicable laws.  The whole or any part of
the amount payable on any such purchase may be paid or satisfied otherwise than
in cash, to the extent permitted by the Companies Acts. 5.3   Subject
to the provisions of these Bye-Laws, any shares of the Company held by the
Company as treasury shares shall be at the disposal of the Board, which may
hold all or any of the shares, dispose of or transfer all or any of the shares
for cash or other consideration, or cancel all or any of the shares. 5.4   The
Board may in connection with the issue of any shares exercise all powers of
paying commission and brokerage conferred or permitted by law. Subject to the
provisions of the Companies Acts, any such commission may be satisfied by the
payment of cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other. 5.5   Except
as ordered by a court of competent jurisdiction or as required by law, no
person shall be recognised by the Company as holding any share upon trust and
the Company shall not be bound by or required in any way to recognise (even
when having notice thereof) any equitable, contingent, future or partial
interest in any share or in any fractional part of a share or (except only as otherwise
provided in these Bye-Laws or by law) any other right in respect of any share
except an absolute right to the entirety thereof in the registered holder. 6Certificates 6.1The
preparation, issue and delivery of certificates shall be governed by the Companies
Acts.  In the case of a share held jointly by several persons, delivery of a
certificate to one of several joint holders shall be sufficient delivery to
all. 6.2If a share
certificate is defaced, lost or destroyed, it may be replaced without fee but
on such terms (if any) as to evidence and indemnity and to payment of the costs
and out of pocket expenses of the Company in investigating such evidence and
preparing such indemnity as the Board may think fit and, in case of defacement,
on delivery of the old certificate to the Company. 6.3All
certificates for share or loan capital or other securities of the Company
(other than letters of allotment, scrip certificates and other like documents)
shall, except to the extent that the terms and conditions for the time being
relating thereto otherwise provide, be issued under the Seal or signed by a
Director, the Secretary or any person authorised by the Board for that purpose.
The Board may by resolution determine, either generally or in any particular
case, that any signatures on any such certificates need not be autographic but
may be affixed to such certificates by some mechanical means or may be printed
thereon or that such certificates need not be signed by any persons. 7Lien 7.1The
Company shall have a first and paramount lien on every share (not being a fully
paid share) for all monies, whether presently payable or not, called or
payable, at a date fixed by or in accordance with the terms of issue of such
share in respect of such share, and the Company shall also have a first and
paramount lien on every share (other than a fully paid share) standing
registered in the name of a Shareholder, whether singly or jointly with any
other person, for all the debts and liabilities of such Shareholder or his
estate to the Company, whether the same shall have been incurred before or
after notice to the Company of any interest of any person other than such
Shareholder, and whether the time for the payment or discharge of the same
shall have actually arrived or not, and notwithstanding that the same are joint
debts or liabilities of such Shareholder or his estate and any other person,
whether a Shareholder or not.  The Company’s lien on a share shall extend to
all dividends payable thereon.  The Board may at any time, either generally or
in any particular case, waive any lien that has arisen or declare any share to
be wholly or in part exempt from the provisions of this Bye-Law. 7.2The
Company may sell, in such manner as the Board may think fit, any share on which
the Company has a lien but no sale shall be made unless some sum in respect of
which the lien exists is presently payable nor until the expiration of fourteen
(14) days after a notice in writing, stating and demanding payment of the sum
presently payable and giving notice of the intention to sell in default of such
payment, has been served on the holder for the time being of the share. 7.3The net
proceeds of sale by the Company of any shares on which it has a lien shall be
applied in or towards payment or discharge of the debt or liability in respect
of which the lien exists so far as the same is presently payable, and any -7-


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residue shall (subject to a like lien for debts or
liabilities not presently payable as existed upon the share prior to the sale)
be paid to the person who was the holder of the share immediately before such
sale.  For giving effect to any such sale, the Board may authorise some person
to transfer the share sold to the purchaser thereof.  The purchaser shall be
registered as the holder of the share and he shall not be bound to see to the
application of the purchase money, nor shall his title to the share be affected
by any irregularity or invalidity in the proceedings relating to the sale. 8Calls on
Shares 8.1The Board
may from time to time make calls upon the Shareholders (for the avoidance of
doubt excluding the Company in respect of any nil or partly paid shares held by
the Company as treasury shares) in respect of any monies unpaid on their shares
(whether on account of the par value of the shares or by way of premium) and
not by the terms of issue thereof made payable at a date fixed by or in
accordance with such terms of issue, and each Shareholder shall (subject to the
Company serving upon him at least fourteen (14) days notice specifying the time
or times and place of payment) pay to the Company at the time or times and
place so specified the amount called on his shares.  A call may be revoked or
postponed as the Board may determine. 8.2A call may
be made payable by instalments and shall be deemed to have been made at the
time when the resolution of the Board authorising the call was passed. 8.3The joint
holders of a share shall be jointly and severally liable to pay all calls in
respect thereof. 8.4If a sum
called in respect of the share shall not be paid before or on the day appointed
for payment thereof the person from whom the sum is due shall pay interest on
the sum from the day appointed for the payment thereof to the time of actual
payment at such rate as the Board may determine, but the Board shall be at
liberty to waive payment of such interest wholly or in part. 8.5Any sum
which, by the terms of issue of a share, becomes payable on allotment or at any
date fixed by or in accordance with such terms of issue, whether on account of
the nominal amount of the share or by way of premium, shall for all the
purposes of these Bye-Laws be deemed to be a call duly made, notified and
payable on the date on which, by the terms of issue, the same becomes payable
and, in case of non-payment, all the relevant provisions of these Bye-Laws as
to payment of interest, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified. 8.6The Board
may on the issue of shares differentiate between the allottees or holders as to
the amount of calls to be paid and the times of payment. 9Forfeiture
of Shares 9.1If a
Shareholder fails to pay any call or instalment of a call on the day appointed
for payment thereof, the Board may at any time thereafter during such time as
any part of such call or instalment remains unpaid serve a notice on him
requiring payment of so much of the call or instalment as is unpaid, together
with any interest which may have accrued. 9.2The notice
shall name a further day (not being less than fourteen (14) days from the date
of the notice) on or before which, and the place where, the payment required by
the notice is to be made and shall state that, in the event of non-payment on
or before the day and at the place appointed, the shares in respect of which
such call is made or instalment is payable will be liable to be forfeited.  The
Board may accept the surrender of any share liable to be forfeited hereunder
and, in such case, references in these Bye-Laws to forfeiture shall include
surrender. 9.3If the
requirements of any such notice as aforesaid are not complied with, any share
in respect of which such notice has been given may at any time thereafter,
before payment of all calls or instalments and interest due in respect thereof
has been made, be forfeited by a resolution of the Board to that effect.  Such
forfeiture shall include all dividends declared in respect of the forfeited
shares and not actually paid before the forfeiture. 9.4When any
share has been forfeited, notice of the forfeiture shall be served upon the
person who was before forfeiture the holder of the share but no forfeiture
shall be in any manner invalidated by any omission or neglect to give such
notice as aforesaid. 9.5A
forfeited share shall be deemed to be the property of the Company and may be
sold, re-offered or otherwise disposed of either to the person who was, before
forfeiture, the holder thereof or entitled thereto or to any other person upon
such -8-


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terms and in such manner as the Board shall think
fit, and at any time before a sale, re-allotment or disposition the forfeiture
may be cancelled on such terms as the Board may think fit. 9.6A person
whose shares have been forfeited shall thereupon cease to be a Shareholder in
respect of the forfeited shares but shall, notwithstanding the forfeiture,
remain liable to pay to the Company all monies which at the date of forfeiture
were presently payable by him to the Company in respect of the shares with
interest thereon at such rate as the Board may determine from the date of
forfeiture until payment, and the Company may enforce payment without being
under any obligation to make any allowance for the value of the shares
forfeited. 9.7An
affidavit in writing that the deponent is a Director of the Company or the
Secretary and that a share has been duly forfeited on the date stated in the
affidavit shall be conclusive evidence of the facts therein stated as against
all persons claiming to be entitled to the share.  The Company may receive the
consideration (if any) given for the share on the sale, re-allotment or
disposition thereof and the Board may authorise some person to transfer the
share to the person to whom the same is sold, re-allotted or disposed of, and
he shall thereupon be registered as the holder of the share and shall not be
bound to see to the application of the purchase money (if any) nor shall his
title to the share be affected by any irregularity or invalidity in the
proceedings relating to the forfeiture, sale, re-allotment or disposal of the
share.  REGISTER OF SHAREHOLDERS 10Register
of Shareholders The
Secretary shall establish and maintain the Register at the Registered Office in
the manner prescribed by the Companies Acts.  Unless the Board otherwise
determines, the Register shall be open to inspection in the manner prescribed
by the Companies Acts between 10:00 a.m. and 12:00 noon on every working day. 
Unless the Board so determines, no Shareholder or intending Shareholder shall
be entitled to have entered in the Register any indication of any trust or any
equitable, contingent, future or partial interest in any share or any
fractional part of a share and if any such entry exists or is permitted by the
Board it shall not be deemed to abrogate any of the provisions of Bye-Law 5.4.  REGISTER OF DIRECTORS AND OFFICERS 11Register
of Directors and Officers The
Secretary shall establish and maintain a register of the Directors and Officers
of the Company as required by the Companies Acts.  The register of Directors
and Officers shall be open to inspection in the manner prescribed by the
Companies Acts between 10:00 a.m. and 12:00 noon on every working day.  TRANSFER OF SHARES 12Transfer
of Shares 12.1Subject to
the Companies Acts and to such of the restrictions contained in these Bye-Laws
as may be applicable, any Shareholder may transfer all or any of his shares by
an instrument of transfer in the usual common form or in any other form which
the Board may approve.  No such instrument shall be required on the redemption
of a share or on the purchase by the Company of a share. 12.2The
instrument of transfer of a share shall be signed by or on behalf of the
transferor and where any share is not fully-paid, the transferee.  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.  All instruments
of transfer when registered may be retained by the Company.  The Board may, in
its absolute discretion and without assigning any reason therefor, decline to
register any transfer of any share which is not a fully-paid share.  The Board
may also decline to register any transfer unless: -9-


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12.2.1the
instrument of transfer is duly stamped (if required by law) and lodged with the
Company, accompanied by the certificate for the shares to which it relates, and
such other evidence as the Board may reasonably require to show the right of
the transferor to make the transfer, 12.2.2the
instrument of transfer is in respect of only one class of share, and 12.2.3where
applicable, the permission of the Bermuda Monetary Authority with respect
thereto has been obtained. 12.3Subject to
any directions of the Board from time to time in force, the Secretary may
exercise the powers and discretions of the Board under this Bye-Law provided
such exercise must occur in Bermuda. 12.4If the
Board declines to register a transfer it shall, within three (3) months after
the date on which the instrument of transfer was lodged, send to the transferee
notice of such refusal. 12.5No fee
shall be charged by the Company for registering any transfer, probate, letters
of administration, certificate of death or marriage, power of attorney, stop
notice, order of court or other instrument relating to or affecting the title
to any share, or otherwise making an entry in the Register relating to any
share.  TRANSMISSION OF SHARES 13Transmission
of Shares 13.1In the
case of the death of a Shareholder, the survivor or survivors, where the
deceased was a joint holder, and the estate representative, where he was sole
holder, shall be the only person recognised by the Company as having any title
to his shares; but nothing herein contained shall release the estate of a
deceased holder (whether the sole or joint) from any liability in respect of
any share held by him solely or jointly with other persons.  For the purpose of
this Bye-Law, estate representative means the person to whom probate or letters
of administration has or have been granted in Bermuda or, failing any such
person, such other person as the Board may in its absolute discretion determine
to be the person recognised by the Company for the purpose of this Bye-Law. 13.2Any person
becoming entitled to a share in consequence of the death of a Shareholder or
otherwise by operation of applicable law may, subject as hereafter provided and
upon such evidence being produced as may from time to time be required by the
Board as to his entitlement, either be registered himself as the holder of the
share or elect to have some person nominated by him registered as the
transferee thereof.  If the person so becoming entitled elects to be registered
himself, he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects.  If he shall elect to have his nominee
registered, he shall signify his election by signing an instrument of transfer
of such share in favour of his nominee.  All the limitations, restrictions and
provisions of these Bye-Laws relating to the right to transfer and the
registration of transfer of shares shall be applicable to any such notice or
instrument of transfer as aforesaid as if the death of the Shareholder or other
event giving rise to the transmission had not occurred and the notice or
instrument of transfer was an instrument of transfer signed by such
Shareholder. 13.3A person
becoming entitled to a share in consequence of the death of a Shareholder or
otherwise by operation of applicable law shall (upon such evidence being
produced as may from time to time be required by the Board as to his
entitlement) be entitled to receive and may give a discharge for any dividends
or other monies payable in respect of the share, but he shall not be entitled
in respect of the share to receive notices of or to attend or vote at general
meetings of the Company or, save as aforesaid, to exercise in respect of the
share any of the rights or privileges of a Shareholder until he shall have
become registered as the holder thereof.  The Board may at any time give notice
requiring such person to elect either to be registered himself or to transfer
the share and, if the notice is not complied with within sixty (60) days, the
Board may thereafter withhold payment of all dividends and other monies payable
in respect of the shares until the requirements of the notice have been
complied with. 13.4Subject to
any directions of the Board from time to time in force, the Secretary may
exercise the powers and discretions of the Board under this Bye-Law provided
such exercise occurs in Bermuda.  -10-


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SHARE CAPITAL 14Increase
of Capital 14.1The
Company may from time to time increase its capital by such sum to be divided
into shares of such par value as the Shareholders by Resolution shall
prescribe. 14.2The
Company may, by the Resolution increasing the capital, direct that the new
shares or any of them shall be offered in the first instance either at par or
at a premium or (subject to the provisions of the Companies Acts) at a discount
to all the holders for the time being of shares of any class or classes in
proportion to the number of such shares held by them respectively or make any
other provision as to the issue of the new shares. 14.3The new
shares shall be subject to all the provisions of these Bye-Laws with reference
to lien, the payment of calls, forfeiture, transfer, transmission and
otherwise. 15Alteration
of Capital 15.1The
Company may from time to time by Resolution: 15.1.1divide
its shares into several classes and attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions; 15.1.2consolidate
and divide all or any of its share capital into shares of larger par value than
its existing shares; 15.1.3sub-divide
its shares or any of them into shares of smaller par value than is fixed by its
memorandum, so, however, that in the sub-division the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the
same as it was in the case of the share from which the reduced share is
derived; 15.1.4make
provision for the issue and allotment of shares which do not carry any voting
rights; 15.1.5cancel
shares which, at the date of the passing of the Resolution in that 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; and 15.1.6change
the currency denomination of its share capital. 15.2Where any
difficulty arises in regard to any division, consolidation, or sub-division
under this Bye-Law, the Board may settle the same as it thinks expedient and,
in particular, may arrange for the sale of the shares representing fractions
and the distribution of the net proceeds of sale in due proportion amongst the
Shareholders who would have been entitled to the fractions, and for this
purpose the Board may authorise some person to transfer the shares representing
fractions to the purchaser thereof, who shall not be bound to see to the
application of the purchase money nor shall his title to the shares be affected
by any irregularity or invalidity in the proceedings relating to the sale. 15.3Subject to
the Companies Acts and to any confirmation or consent required by law or these
Bye-Laws, the Company may by Resolution from time to time convert any
preference shares into redeemable preference shares. 16Reduction
of Capital 16.1Subject to
the Companies Acts, its memorandum and any confirmation or consent required by
law or these Bye-Laws, the Company may from time to time by Resolution
authorise the reduction of its issued share capital or any share premium
account in any manner. 16.2In
relation to any such reduction, the Company may by Resolution determine the
terms upon which such reduction is to be effected including, in the case of a
reduction of part only of a class of shares, those shares to be affected.   -11-


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GENERAL MEETINGS AND
RESOLUTIONS IN WRITING 17General
Meetings and Resolutions in Writing 17.1Save and
to the extent that the Company elects to dispense with the holding of one or
more of its Annual General Meetings in the manner permitted by the Companies
Acts, the Board shall convene and the Company shall hold general meetings of
the Shareholders of the Company as Annual General Meetings in accordance with
the requirements of the Companies Acts at such times and places as the Board
shall appoint.  The Board may, whenever it thinks fit, and shall, when required
by the Companies Acts, convene general meetings other than Annual General
Meetings which shall be called Special General Meetings. 17.2Except in
the case of removal of Auditors or Directors, anything which may be done by
resolution of the Shareholders in general meeting or by resolution of any class
of Shareholders in a separate general meeting may be done by resolution in
writing, signed by the Shareholders (or the holders of such class of shares)
who at the date of the notice of the resolution in writing represent the
majority of votes that would be required if the resolution had been voted on at
a meeting of the Shareholders. Such resolution in writing may be signed by the
Shareholder or its proxy, or in the case of a Shareholder that is a corporation
(whether or not a company within the meaning of the Companies Acts) by its
representative on behalf of such Shareholder, in as many counterparts as may be
necessary. 17.3Notice of any resolution in writing to be made under this Bye-Law shall
be given to all the Shareholders who would be entitled to attend a meeting and
vote on the resolution. The requirement to give notice of any resolution in
writing to be made under this Bye-Law to such Shareholders shall be satisfied
by giving to those Shareholders a copy of that resolution in writing in the
same manner as that required for a notice of a general meeting of the Company
at which the resolution could have been considered, except that the length of
the period of notice shall not apply. The date of the notice shall be set out
in the copy of the resolution in writing. 17.4The
accidental omission to give notice, in accordance with this Bye-Law, of aresolution in writing to, or the
non-receipt of such notice by, any person entitled to receive such notice shall
not invalidate the passing of the resolution in writing. 17.5For the purposes of this Bye-Law, the date of the resolution in writing
is the date when the resolution in writing is signed by, or on behalf of, the
Shareholder who establishes the majority of votes required for the passing of
the resolution in writing and any reference in any enactment to the date of
passing of a resolution is, in relation to a resolution in writing made in
accordance with this Bye-Law, a reference to such date. 17.6A resolution in writing made in accordance with this Bye-Law is as valid
as if it had been passed by the Company in general meeting or, if applicable,
by a meeting of the relevant class of Shareholders of the Company, as the case
may be.  A resolution in writing made in accordance with this Bye-Law shall
constitute minutes for the purposes of the Companies Acts and these Bye-Laws. 18Notice of
General Meetings 18.1An Annual
General Meeting shall be called by not less than five (5) days notice in
writing and a Special General Meeting shall be called by not less than five (5)
days notice in writing.  The notice shall be exclusive of the day on which it
is served or deemed to be served and of the day for which it is given, and
shall specify the place, day and time of the meeting, and, the nature of the
business to be considered.  Notice of every general meeting shall be given in
any manner permitted by these Bye-Laws to all Shareholders other than such as,
under the provisions of these Bye-Laws or the terms of issue of the shares they
hold, are not entitled to receive such notice from the Company and every
Director and to any Resident Representative who or which has delivered a
written notice upon the Registered Office requiring that such notice be sent to
him or it. Notwithstanding that a meeting of the Company
is called by shorter notice than that specified in this Bye-Law, it shall be
deemed to have been duly called if it is so agreed: 18.1.1in
the case of a meeting called as an Annual General Meeting, by all the Shareholders
entitled to attend and vote thereat; 18.1.2in
the case of any other meeting, by a majority in number of the Shareholders
having the right to attend and vote at the meeting, being a majority together
holding not less than ninety-five percent (95%) in nominal value of the shares
giving that right. -12-


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18.2The
accidental omission to give notice of a meeting or (in cases where instruments
of proxy are sent out with the notice) the accidental omission to send such
instrument of proxy to, or the non-receipt of notice of a meeting or such
instrument of proxy by, any person entitled to receive such notice shall not
invalidate the proceedings at that meeting. 18.3The Board
may cancel or postpone a meeting of the Shareholders after it has been convened
and notice of such cancellation or postponement shall be served in accordance
with these Bye-Laws upon all Shareholders entitled to notice of the meeting so
cancelled or postponed setting out, where the meeting is postponed to a
specific date, notice of the new meeting in accordance with this Bye-Law. 19Proceedings
at General Meetings 19.1In accordance with
the Companies Acts, a general meeting may be held with only one individual
present provided that the requirement for a quorum is satisfied.No
business shall be transacted at any general meeting unless a quorum is present
when the meeting proceeds to business, but the absence of a quorum shall not
preclude the appointment, choice or election of a chairman, which shall not be
treated as part of the business of the meeting.  Save as otherwise provided by
these Bye-Laws, at least one Shareholder present in person or by proxy and
entitled to vote shall be a quorum for all purposes. 19.2If within
five (5) minutes (or such longer time as the chairman of the meeting may
determine to wait) after the time appointed for the meeting, a quorum is not
present, the meeting, if convened on the requisition of Shareholders, shall be
dissolved.  In any other case, it shall stand adjourned to such other day and
such other time and place as the chairman of the meeting may determine and at
such adjourned meeting one Shareholder present in person or by proxy and
entitled to vote shall be a quorum.  The Company shall give not less than five
(5) days notice of any meeting adjourned through want of a quorum and such
notice shall state that the one Shareholder present in person or by proxy
(whatever the number of shares held by them) and entitled to vote shall be a
quorum. 19.3Each
Director, and upon giving the notice referred to in Bye-Law 18.1 above, the
Resident Representative, if any, shall be entitled to attend and speak at any
general meeting of the Company. 19.4The Board
may choose one of their number to preside as chairman at every general
meeting.  If there is no such chairman, or if at any meeting the chairman is
not present within five (5) minutes after the time appointed for holding the
meeting, or is not willing to act as chairman, the Directors present shall
choose one of their number to act or if only one Director is present he shall
preside as chairman if willing to act.  If no Director is present, or if each
of the Directors present declines to take the chair, the persons present and
entitled to vote on a poll shall elect one of their number to be chairman. 19.5The
chairman of the meeting may, with the consent by resolution 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. When a
meeting is adjourned for three (3) months or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.  Save as
expressly provided by these Bye-Laws, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting. 20Voting 20.1Save where
a greater majority is required by the Companies Acts or these Bye-Laws, any
question proposed for consideration at any general meeting shall be decided on
by a simple majority of votes cast. 20.2At any general meeting, a resolution put to the vote of the meeting
shall be decided on a show of hands or by a count of votes received in the form
of electronic records, unless (before or on the declaration of the result of
the show of hands or count of votes received as electronic records or on the
withdrawal of any other demand for a poll) a poll is demanded by: 20.2.1the
chairman of the meeting; or 20.2.2at
least three (3) Shareholders present in person or represented by proxy; or 20.2.3any
Shareholder or Shareholders present in person or represented by proxy and
holding between them not less than one tenth (1/10) of the total voting rights
of all the Shareholders having the right to vote at such meeting; or -13-


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20.2.4a
Shareholder or Shareholders present in person or represented by proxy holding
shares conferring the right to vote at such meeting, being shares on which an
aggregate sum has been paid up equal to not less than one tenth (1/10) of the
total sum paid up on all such shares conferring such right. The demand for a poll may be withdrawn by the
person or any of the persons making it at any time prior to the declaration of
the result.  Unless a poll is so demanded and the demand is not withdrawn, a
declaration by the chairman that a resolution has, on a show of handsor count of votes received as electronic records,
been carried or carried unanimously or by a particular majority or not carried
by a particular majority or lost shall be final and conclusive, and an entry to
that effect in the minute book of the Company shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded for or
against such resolution. 20.3If a poll
is duly demanded, the result of the poll shall be deemed to be the resolution
of the meeting at which the poll is demanded. 20.4A poll
demanded on the election of a chairman, or on a question of adjournment, shall
be taken forthwith.  A poll demanded on any other question shall be taken in such
manner and either forthwith or at such time (being not later than three (3)
months after the date of the demand) and place as the chairman shall direct. 
It shall not be necessary (unless the chairman otherwise directs) for notice to
be given of a poll. 20.5The 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 and
it may be withdrawn at any time before the close of the meeting or the taking
of the poll, whichever is the earlier. 20.6On a poll,
votes may be cast either personally or by proxy. 20.7A person
entitled to more than one vote on a poll need not use all his votes or cast all
the votes he uses in the same way. 20.8In the
case of an equality of votes at a general meeting, whether on a show of handsor count of votes received as electronic recordsor on a poll, the chairman of such meeting shall not be entitled to a second or
casting vote and the resolution shall fail. 20.9In the
case of joint holders of a share, the vote of the senior who tenders a vote,
whether in person 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 joint
holding. 20.10A Shareholder who is
a patient for any purpose of any statute or applicable law relating to mental
health or in respect of whom an order has been made by any Court having
jurisdiction for the protection or management of the affairs of persons
incapable of managing their own affairs may vote, whether on a show of hands or
on a poll, by his receiver, committee,curator bonisor other person in
the nature of a receiver, committee orcurator bonisappointed by such
Court and such receiver, committee,curator bonisor other person may
vote on a poll by proxy, and may otherwise act and be treated as such
Shareholder for the purpose of general meetings. 20.11No Shareholder shall,
unless the Board otherwise determines, be entitled to vote at any general
meeting unless all calls or other sums presently payable by him in respect of
shares in the Company have been paid. 20.12If: 20.12.1any
objection shall be raised to the qualification of any voter; or, 20.12.2any votes have been
counted which ought not to have been counted or which might have been rejected;
or, 20.12.3any votes are not
counted which ought to have been counted, the objection or error shall not vitiate the
decision of the meeting or adjourned meeting on any resolution unless the same
is raised or pointed out at the meeting or, as the case may be, the adjourned
meeting at which the vote objected to is given or tendered or at which the
error occurs.  Any objection or error shall be referred to the chairman of the
meeting and shall only vitiate the decision of the meeting on any resolution if
the chairman -14-


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decides that the same may have affected
the decision of the meeting.  The decision of the chairman on such matters
shall be final and conclusive. 21Proxies
and Corporate Representatives 21.1The
instrument appointing a proxy or corporate representative shall be in writing
executed by the appointor or his attorney authorised by him in writing or, if
the appointor is a corporation, either under its seal or executed by an
officer, attorney or other person authorised to sign the same. 21.2Any
Shareholder may appoint a proxy or (if a corporation) representative for a
specific general meeting, and adjournments thereof, or may appoint a standing
proxy or (if a corporation) representative, by serving on the Company at the
Registered Office, or at such place or places as the Board may otherwise
specify for the purpose, a proxy or (if a corporation) an authorisation.  Any
standing proxy or authorisation shall be valid for all general meetings and
adjournments thereof or resolutions in writing, as the case may be, until
notice of revocation is received at the Registered Office or at such place or
places as the Board may otherwise specify for the purpose.  Where a standing
proxy or authorisation exists, its operation shall be deemed to have been
suspended at any general meeting or adjournment thereof at which the
Shareholder is present or in respect to which the Shareholder has specially
appointed a proxy or representative.  The Board may from time to time require
such evidence as it shall deem necessary as to the due execution and continuing
validity of any standing proxy or authorisation and the operation of any such
standing proxy or authorisation shall be deemed to be suspended until such time
as the Board determines that it has received the requested evidence or other
evidence satisfactory to it. 21.3Notwithstanding
Bye-Law 21.2, a Shareholder may appoint a proxy which shall be irrevocable in
accordance with its terms and the holder thereof shall be the only person
entitled to vote the relevant shares at any meeting of the shareholders at
which such holder is present. Notice of the appointment of any such proxy shall
be given to the Company at its Registered Office, and shall include the name,
address, telephone number and electronic mail address of the proxy holder. The
Company shall give to the proxy holder notice of all meetings of Shareholders
of the Company and shall be obliged to recognise the holder of such proxy until
such time as the holder notifies the Company in writing that the proxy is no
longer in force. 21.4Subject to
Bye-Law 21.2 and 21.3, the instrument appointing a proxy or corporate
representative together with such other evidence as to its due execution as the
Board may from time to time require, shall be delivered at the Registered
Office (or at such place as may be specified in the notice convening the
meeting or in any notice of any adjournment or, in either case or the case of a
resolution in writing, in any document sent therewith) prior to the holding of
the relevant meeting or adjourned meeting at which the person named in the
instrument proposes to vote or, in the case of a poll taken subsequently to the
date of a meeting or adjourned meeting, before the time appointed for the
taking of the poll, or, in the case of a resolution in writing, prior to the
effective date of the resolution in writing and in default the instrument of
proxy or authorisation shall not be treated as valid. 21.5Subject to
Bye-Law 21.2 and 21.3, the decision of the chairman of any general meeting as
to the validity of any appointments of a proxy shall be final. 21.6Instruments
of proxy or authorisation shall be in any common form or in such other form as
the Board may approve and the Board may, if it thinks fit, send out with the
notice of any meeting or any resolution in writing forms of instruments of
proxy or authorisation for use at that meeting or in connection with that
resolution in writing.  The instrument of proxy shall be deemed to confer
authority to demand or join in demanding a poll, to speak at the meeting and to
vote on any amendment of a resolution in writing or amendment of a resolution
put to the meeting for which it is given as the proxy thinks fit. The
instrument of proxy or authorisation shall, unless the contrary is stated therein,
be valid as well for any adjournment of the meeting as for the meeting to which
it relates. 21.7A vote
given in accordance with the terms of an instrument of proxy or authorisation
shall be valid notwithstanding the previous death or unsoundness of mind of the
principal, or revocation of the instrument of proxy or of the corporate
authority, provided that no intimation in writing of such death, unsoundness of
mind or revocation shall have been received by the Company at the Registered
Office (or such other place as may be specified for the delivery of instruments
of proxy or authorisation in the notice convening the meeting or other
documents sent therewith) at least one hour before the commencement of the
meeting or adjourned meeting, or the taking of the poll, or the day before the
effective date of any resolution in writing at which the instrument of proxy or
authorisation is used. -15-


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21.8Subject
to the Companies Acts, the Board may at its discretion waive any of the
provisions of these Bye-Laws related to proxies or authorisations and, in
particular, may accept such verbal or other assurances as it thinks fit as to
the right of any person to attend, speak and vote on behalf of any Shareholder
at general meetings or to sign resolutions in writing.  BOARD OF DIRECTORS 22Appointment
and Removal of Directors 22.1The number
of Directors shall be not less than three (3) and not more than eleven (11) or
such other numbers as the Shareholders by Resolution may from time to time
determine of whom not less than 3, or such greater number as shall constitute a
majority of the Board from time to time, shall be Independent Directors and,
subject to the Companies Acts and these Bye-Laws, the Directors shall be
elected or appointed by the Shareholders by Resolution and shall serve for such
term as the Shareholders by Resolution may determine, or in the absence of such
determination, until the termination of the next Annual General Meeting
following their appointment.  All Directors, upon election or appointment
(except upon re-election at an Annual General Meeting), must provide written
acceptance of their appointment, in such form as the Board may think fit, by
notice in writing to the Registered Office within thirty (30) days of their
appointment. 22.2The
Shareholders may by Resolution increase the maximum number of Directors. Any
one or more vacancies in the Board not filled by the Shareholders at any
general meeting of the Shareholders shall be deemed casual vacancies for the
purposes of these Bye-Laws.  Without prejudice to the power of the Shareholders
by Resolution in pursuance of any of the provisions of these Bye-Laws to
appoint any person to be a Director, the Board, so long as a quorum of
Directors remains in office, shall have power at any time and from time to time
to appoint any individual to be a Director so as to fill a casual vacancy,
provided that not more than 50% of the Directors (as a group) or of the
Independent Directors (as a group) be comprised of directors who are residents
of any one jurisdiction (other than Bermuda and any other jurisdiction
designated by the Board from time to time). 22.3The
Shareholders may by Resolution remove a Director.  Any vacancy created by such
removal of a Director may be filled by the election of another Director in his
place or, in the absence of any such election, by the Board, provided that not
more than 50% of the Directors (as a group), or the Independent Directors (as a
group), be comprised of directors who are residents of any one jurisdiction
(other than Bermuda and any other jurisdiction designated by the Board from
time to time). 22.4If the
death, resignation or removal of an Independent Director results in the Board
consisting of less than a majority of Independent Directors, the vacancy shall
be filled as promptly as practicable. Pending the filling of such vacancy, the
Board may temporarily consist of less than a majority of Independent Directors
and those Directors who do not meet the standards for independence may continue
to hold office. 22.5  At
no time shall more than 50% of the Directors (as a group) or the Independent
Directors (as a group) be comprised of directors who are residents of any one
jurisdiction (other than Bermuda and any other jurisdiction designated by the
Board from time to time). 23Resignation
and Disqualification of Directors The
office of a Director shall be vacated upon the happening of any of the
following events: 23.1if he
resigns his office by notice in writing delivered to the Registered Office or
tendered at a meeting of the Board; 23.2if he becomes of unsound mind or a patient for any purpose of any
statute or applicable law relating to mental health and the Board resolves that
his office is vacated; 23.3if he
becomes bankrupt under the laws of any country or becomes subject to or
institutes any proceedings, arrangements or compromise with his creditors; 23.4if he is prohibited by law from being a Director; 23.5if he ceases to be a Director by virtue of the Companies Acts or is
removed from office pursuant to these Bye-Laws; or -16-


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23.6if requested in writing by all other Directors then
holding office, after such Director shall have been absent without leave from
three consecutive meetings of the Board. 24Directors’
Fees
and Additional Remuneration and Expenses The amount, if any, of Directors’ fees shall
from time to time be determined by the Company by Resolution or in the absence
of such a determination, by the Board.  Unless otherwise determined to the
contrary, such fees shall be deemed to accrue from day to day. Each Director
may be paid his reasonable travel, hotel and incidental expenses in attending
and returning from meetings of the Board or committees constituted pursuant to
these Bye-Laws or general meetings and shall be paid all expenses properly and
reasonably incurred by him in the conduct of the Company's business or in the
discharge of his duties as a Director.  Any Director who, by request, goes or
resides abroad for any purposes of the Company or who performs services which
in the opinion of the Board go beyond the ordinary duties of a Director may be
paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the Board may determine, and such
extra remuneration shall be in addition to any remuneration provided for by or
pursuant to any other Bye-Law. 25Directors’
Interests 25.1A Director
may act by himself or his firm in a professional capacity for the Company
(otherwise than as Auditor) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director. 25.2Subject to
the provisions of the Companies Acts, and as provided herein, a Director may
notwithstanding his office be a party to, or otherwise directly or indirectly
interested in, any contract, transaction or arrangement with the Company, the
Partnership or any entity in which the Company or the Partnership is otherwise
interested, provided the nature of such interest shall be disclosed by such
Director to each member of the Board at or in advance of any meeting of the
Board in which the Board intend to discuss the participation of the Company in
any such contract, transaction or arrangement. Such disclosure may take the
form of a general notice to the Board to the effect that the Director has an
interest in a specified company or firm and is to be regarded as interested in
any contract, transaction or arrangement which may after the date of the notice
be made with that company or firm or its affiliates. 25.3Subject to
disclosure of the interest in such contract, transaction or arrangement, as
aforesaid, the Director concerned shall be entitled to attend, participate and
vote in any meeting with respect to such contract, transaction or arrangement,
and any transaction approved by the Board at such meeting will not be void or
voidable by reason thereof, provided the Board shall have authorised the
transaction in good faith following the disclosure of interest by the
Director(s) concerned or the transaction is fair to the Company and the
Partnership at the time it is approved. 25.4So long as
he declares the nature of his interest as aforesaid, a Director shall not by
reason of his office be accountable to the Company for any benefit which he
derives from any office or employment to which these Bye-Laws allow him to be
appointed or from any contract, transaction or arrangement in which these
Bye-Laws allow him to be interested.  POWERS AND DUTIES OF THE BOARD 26Powers and
Duties of the Board 26.1Subject to
the provisions of the Companies Acts, these Bye-Laws and to any directions
given by the Shareholders by Resolution, the Board shall manage the affairs of
the Company and may pay all expenses incurred in promoting and incorporating
the Company and may exercise all the powers of the Company.  No alteration of
these Bye-Laws and no such direction shall invalidate any prior act of the
Board which would have been valid if that alteration had not been made or that
direction had not been given.  The powers given by this Bye-Law shall not be
limited by any special power given to the Board by these Bye-Laws and a meeting
of the Board at which a quorum is present shall be competent to exercise all
the powers, authorities and discretions for the time being vested in or
exercisable by the Board. 26.2The Board
may exercise all the powers of the Company except those powers that are
required by the Companies Acts or these Bye-Laws to be exercised by the
Shareholders. -17-


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26.3All
cheques, promissory notes, drafts, bills of exchange and other instruments,
whether negotiable or transferable or not, and all receipts for money paid to
the Company shall be signed, drawn, accepted, endorsed or otherwise executed,
as the case may be, in such manner as the Board shall from time to time by
resolution determine. 26.4The Board
on behalf of the Company may provide benefits, whether by the payment of
gratuities or pensions or otherwise, for any person including any Director or
former Director who has held any executive office or employment with the
Company or with any body corporate which is or has been a subsidiary or
affiliate of the Company or a predecessor in the affairs of the Company or of
any such subsidiary or affiliate, and to any member of his family or any person
who is or was dependent on him, and may contribute to any fund and pay premiums
for the purchase or provision of any such gratuity, pension or other benefit,
or for the insurance of any such person. 27Delegation
of the Board’s Powers 27.1The Board
may by power of attorney appoint any company, firm or person or any fluctuating
body of persons, whether nominated directly or indirectly by the Board, 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 Board under these Bye-Laws) and for such period and subject
to such conditions as it may think fit, and any such power of attorney may contain
such provisions for the protection and convenience of persons dealing with any
such attorney and of such attorney as the Board may think fit, and may also
authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him.  Such attorney may, if so authorised
by the power of attorney, execute any deed, instrument or other document on
behalf of the Company, provided that such attorney must not be a citizen or
resident of any one of Canada, the United Kingdom or the United States of
America. 27.2The Board
may entrust to and confer upon any Director, Officer or, without prejudice to
the provisions of Bye-Law 27.3, other person, provided that such person must
not be a citizen or resident of any one of Canada, the United Kingdom or the
United States of America, any of the powers, authorities and discretions
exercisable by it upon such terms and conditions with such restrictions as it
thinks fit, and either collaterally with, or to the exclusion of, its own
powers, authorities and discretions, and may from time to time revoke or vary
all or any of such powers, authorities and discretions, but no person dealing
in good faith and without notice of such revocation or variation shall be
affected thereby. 27.3The Board
may delegate any of its powers, authorities and discretions to committees,
consisting of such person or persons (whether a member or members of its body
or not) as it thinks fit, subject to the provisions of 27.4 and 27.5 below. 
Any committee so formed shall, in the exercise of the powers, authorities and
discretions so delegated, and in conducting its proceedings conform to any
regulations which may be imposed upon it by the Board.  If no regulations are
imposed by the Board the proceedings of a committee with two (2) or more
members shall be, as far as is practicable, governed by the Bye-Laws regulating
the proceedings of the Board. At no time shall more than 50% of the members of
a committee be comprised of persons who are residents of any one jurisdiction
(other than Bermuda and any other jurisdiction designated by the Board from
time to time.) 27.4 The Board shall
be required to establish and maintain an audit committee that operates pursuant
to a written charter approved by the Board. Such committee shall consist solely
of Independent Directors, all of whom are to be financially literate and one of
whom shall be designated as ‘audit committee financial expert’. At no time
shall more than 50% of the members of such committee consist of Directors who
residents of any one jurisdiction (other than Bermuda and any other
jurisdiction designated by the Board from time to time). 2827.5
The Board shall be required to establish and maintain a nominating and
governance committee that operates pursuant to a written charter approved by
the Board. Such committee shall consist solely of directors who are Independent
Directors. At no time shall more than 50% of the members of such committee
consist of Directors who are residents of any one jurisdiction (other than
Bermuda and any other jurisdiction designated by the Board from time to time). Proceedings of the Board 28.1The Board
may meet for the despatch of business, adjourn and otherwise regulate its
meetings as it thinks fit.  Subject to any requirements requiring the approval
of the Independent Directors, questions arising at any meeting shall be
determined by a majority of votes.  In the case of an equality of votes, the
motion shall be deemed to have been lost.  A Director may, and the Secretary on
the requisition of a Director shall, at any time summon a meeting of the Board. 28.2Notice of
a meeting of the Board may be given to a Director by word of mouth or in any
manner permitted by these Bye-Laws.  A Director may retrospectively waive the
requirement for notice of any meeting by consenting in writing to the business
conducted at the meeting. -18-


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28.3The
quorum necessary for the transaction of the business of the Board shall be at
least two fifths of the Directors in office at such time provided that (1) not
more than 50% of all directors in attendance are residents of any one
jurisdiction (other than Bermuda and any other jurisdiction designated by the
Board from time to time); and (2) at least 50% of directors in attendance are
Independent Directors.  Any Director who ceases to be a Director at a meeting
of the Board may continue to be present and to act as a Director and be counted
in the quorum until the termination of the meeting if no other Director objects
and if otherwise a quorum of Directors would not be present. 28.4A Director
who to his knowledge is in any way, whether directly or indirectly, interested
in a contract or proposed contract, transaction or arrangement with the Company
and has complied with the provisions of the Companies Acts and these Bye-Laws
with regard to disclosure of his interest shall be entitled to vote in respect
of any contract, transaction or arrangement in which he is so interested and if
he shall do so his vote shall be counted and he shall be taken into account in
ascertaining whether a quorum is present. 28.5The
Resident Representative shall, upon delivering written notice of an address for
the purposes of receipt of notice to the Registered Office, be entitled to
receive notice of, attend and be heard at, and to receive minutes of all
meetings of the Board. 28.6So long as
a quorum of Directors remains in office, the continuing Directors may act
notwithstanding any vacancy in the Board but, if no such quorum remains, the
continuing Directors or a sole continuing Director may act only for the purpose
of calling a general meeting. 28.7The Board
may choose one of their number to preside as chairman at every meeting of the
Board.  If there is no such chairman, or if at any meeting the chairman is not
present within five (5) minutes after the time appointed for holding the meeting,
or is not willing to act as chairman, the Directors present may choose one of
their number to be chairman of the meeting. 28.8The
meetings and proceedings of any committee consisting of two (2) or more members
shall be governed by the provisions contained in these Bye-Laws for regulating
the meetings and proceedings of the Board so far as the same are applicable and
are not superseded by any regulations imposed by the Board. 28.9A
resolution in writing signed by all the Directors for the time being entitled to
receive notice of a meeting of the Board or by all the members of a committee
for the time being shall be as valid and effectual as a resolution passed at a
meeting of the Board or, as the case may be, of such committee duly called and
constituted.  Such resolution may be contained in one document or in several
documents in the like form each signed by one or more of the Directors or
members of the committee concerned. 28.10A meeting
of the Board or a committee appointed by the Board may be held by means of such
telephone, electronic or other communication facilities (including, without
limiting the generality of the foregoing, by telephone or by video
conferencing) as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously and participation in such a
meeting shall constitute presence in person at such meeting.  At no time shall
more than 50% of the Directors participating in such meeting participate from
any one jurisdiction (other than Bermuda and any other jurisdiction designated
by the Board from time to time). 28.11Save for
acts of the audit committee and the [nominating and governance committee], all
acts done by the Board or by any committee or by any person acting as a
Director or member of a committee or any person duly authorised by the Board or
any committee shall, notwithstanding that it is afterwards discovered that
there was some defect in the appointment of any member of the Board or such
committee or person acting as aforesaid or that they or any of them were
disqualified or had vacated their office, be as valid as if every such person
had been duly appointed and was qualified and had continued to be a Director,
member of such committee or person so authorised. 28.12If
a question arises at a meeting of the Board or a committee of the Board as to
the entitlement of a Director to vote or be counted in a quorum, the question
may, before the conclusion of the meeting, be referred to the chairman of the
meeting and his ruling in relation to any Director other than himself shall be
final and conclusive except in a case where the nature or extent of the
interests of the Director concerned have not been fairly disclosed.  If any
such question arises in respect of the chairman of the meeting, it shall be decided
by resolution of the Board (on which the chairman shall not vote) and such
resolution will be final and conclusive except in a case where the interests of
the chairman have not been fairly disclosed.  -19-


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OFFICERS 29Officers 29.1The
Officers of the Company, who may or may not be Directors, may be appointed by
the Board at any time.  Any person appointed pursuant to this Bye-Law shall
hold office for such period and upon such terms as the Board may determine and
the Board may revoke or terminate any such appointment.  Any such revocation or
termination shall be without prejudice to any claim for damages that such
Officer may have against the Company or the Company may have against such
Officer for any breach of any contract of service between him and the Company
which may be involved in such revocation or termination.  Save as provided in
the Companies Acts or these Bye-Laws, the powers and duties of the Officers of
the Company shall be such (if any) as are determined from time to time by the
Board. 29.2The
provisions of these Bye-Laws as to resignation and disqualification of
Directors shallmutatis mutandisapply to the resignation and
disqualification of Officers.  MINUTES 30Minutes 30.1The Board
shall cause minutes to be made and books kept for the purpose of recording: 30.1.1all
appointments of Officers made by the Board; 30.1.2the
names of the Directors and other persons (if any) present at each meeting of
the Board and of any committee; and 30.1.3all
proceedings at meetings of the Company, of the holders of any class of shares
in the Company, of the Board and of committees appointed by the Board or the
Shareholders. 30.2Shareholders
shall only be entitled to see the Register of Directors and Officers, the
Register, the financial information provided for in Bye-Law 37.3 and the minutes
of meetings of the Shareholders of the Company.  SECRETARY AND RESIDENT REPRESENTATIVE 31Secretary
and Resident Representative 31.1The
Secretary (including one or more deputy or assistant secretaries) and, if
required, the Resident Representative, shall be appointed by the Board at such
remuneration (if any) and upon such terms as it may think fit and any Secretary
and Resident Representative so appointed may be removed by the Board.  The
duties of the Secretary and the duties of the Resident Representative shall be
those prescribed by the Companies Acts together with such other duties as shall
from time to time be prescribed by the Board. 31.2A
provision of the Companies Acts or these Bye-Laws requiring or authorising a
thing to be done by or to a Director and the 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.   -20-


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THE SEAL 32The Seal 32.1The Board
may authorise the production of a common seal of the Company and one or more
duplicate common seals of the Company, which shall consist of a circular device
with the name of the Company around the outer margin thereof and the country
and year of registration in Bermuda across the centre thereof. 32.2Any
document required to be under seal or executed as a deed on behalf of the
Company may be 32.2.1executed
under the Seal in accordance with these Bye-Laws; or 32.2.2signed
or executed by any person authorised by the Board for that purpose, without the
use of the Seal. 32.3The Board
shall provide for the custody of every Seal.  A Seal shall only be used by
authority of the Board or of a committee constituted by the Board.  Subject to
these Bye-Laws, any instrument to which a Seal is affixed shall be attested by
the signature of: 32.3.1a
Director; or 32.3.2the
Secretary; or 32.3.3any
one person authorised by the Board for that purpose.  DIVIDENDS AND OTHER PAYMENTS 33Dividends
and Other Payments 33.1The Board
may from time to time declare dividends or distributions out of contributed
surplus to be paid to the Shareholders according to their rights and interests,
including such interim dividends as appear to the Board to be justified by the
position of the Company.  The Board, in its discretion, may determine that any
dividend shall be paid in cash or shall be satisfied, subject to Bye-Law 35, in
paying up in full shares in the Company to be issued to the Shareholders
credited as fully paid or partly paid or partly in one way and partly the
other.  The Board may also pay any fixed cash dividend which is payable on any
shares of the Company half yearly or on such other dates, whenever the position
of the Company, in the opinion of the Board, justifies such payment. 33.2Except
insofar as the rights attaching to, or the terms of issue of, any share
otherwise provide: 33.2.1all
dividends or distributions out of contributed surplus may be declared and paid
according to the amounts paid up on the shares in respect of which the dividend
or distribution is paid, and an amount paid up on a share in advance of calls
may be treated for the purpose of this Bye-Law as paid-up on the share; 33.2.2dividends
or distributions out of contributed surplus may be apportioned and paid pro
rata according to the amounts paid-up on the shares during any portion or
portions of the period in respect of which the dividend or distribution is
paid. 33.3The Board
may deduct from any dividend, distribution or other monies payable to a
Shareholder by the Company on or in respect of any shares all sums of money (if
any) presently payable by him to the Company on account of calls or otherwise
in respect of shares of the Company. 33.4No
dividend, distribution or other monies payable by the Company on or in respect
of any share shall bear interest against the Company. 33.5Any
dividend, distribution or interest, or part thereof payable in cash,  or any
other sum payable in cash to the holder of shares may be paid by cheque or
warrant sent through the post or by courier addressed to the holder at his
address in the Register or, in the case of joint holders, addressed to the holder
whose name stands first in the Register in respect of the shares at his
registered address as appearing in the Register or addressed to such person at
such address as the -21-


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holder or joint holders may in
writing direct.  Every such cheque or warrant shall, unless the holder or joint
holders otherwise direct, be made payable to the order of the holder or, in the
case of joint holders, to the order of the holder whose name stands first in
the Register in respect of such shares, and shall be sent at his or their risk
and payment of the cheque or warrant by the bank on which it is drawn shall
constitute a good discharge to the Company. Any one of two (2) or more joint
holders may give effectual receipts for any dividends, distributions or other
monies payable or property distributable in respect of the shares held by such
joint holders. 33.6Any
dividend or distribution out of contributed surplus unclaimed for a period of
six (6) years from the date of declaration of such dividend or distribution
shall be forfeited and shall revert to the Company and the payment by the Board
of any unclaimed dividend, distribution, interest or other sum payable on or in
respect of the share into a separate account shall not constitute the Company a
trustee in respect thereof. 33.7The Board may also, in addition to its other powers, direct payment or
satisfaction of any dividend or distribution out of contributed surplus wholly
or in part by the distribution of specific assets, and in particular of paid-up
shares or debentures of any other company, and where any difficulty arises in
regard to such distribution or dividend, the Board may settle it as it thinks
expedient, and in particular, may authorise any person to sell and transfer any
fractions or may ignore fractions altogether, and may fix the value for
distribution or dividend purposes of any such specific assets and may determine
that cash payments shall be made to any Shareholders upon the footing of the
values so fixed in order to secure equality of distribution and may vest any
such specific assets in trustees as may seem expedient to the Board, provided
that such dividend or distribution may not be satisfied by the distribution of
any partly paid shares or debentures of any company without the sanction of a
Resolution. 34Reserves The
Board may, before declaring any dividend or distribution out of contributed
surplus, set aside such sums as it thinks proper as reserves which shall, at
the discretion of the Board, be applicable for any purpose of the Company and
pending such application may, also at such discretion, either be employed in
the business of the Company or be invested in such investments as the Board may
from time to time think fit.  The Board may also without placing the same to
reserve carry forward any sums which it may think it prudent not to distribute.  CAPITALISATION OF PROFITS 35Capitalisation
of Profits 35.1The Board
may from time to time resolve to capitalise all or any part of any amount for
the time being standing to the credit of any reserve or fund which is available
for distribution or to the credit of any share premium account and accordingly
that such amount be set free for distribution amongst the Shareholders or any
class of Shareholders who would be entitled thereto if distributed by way of
dividend and in the same proportions, on the footing that the same be not paid
in cash but be applied either in or towards paying up amounts for the time
being unpaid on any shares in the Company held by such Shareholders
respectively or in payment up in full of unissued shares, debentures or other
obligations of the Company, to be allotted and distributed credited as fully
paid amongst such Shareholders, or partly in one way and partly in the other,
provided that for the purpose of this Bye-Law, a share premium account may be
applied only in paying up of unissued shares to be issued to such Shareholders
credited as fully paid. 35.2Where any
difficulty arises in regard to any distribution under this Bye-Law, the Board
may settle the same as it thinks expedient and, in particular, may authorise
any person to sell and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the correct
proportion but not exactly so or may ignore fractions altogether, and may
determine that cash payments should be made to any Shareholders in order to
adjust the rights of all parties, as may seem expedient to the Board.  The
Board may appoint any person to sign on behalf of the persons entitled to
participate in the distribution any contract necessary or desirable for giving
effect thereto and such appointment shall be effective and binding upon the
Shareholders.  -22-


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RECORD
DATES 36Record
Dates Notwithstanding any other provisions
of these Bye-Laws, the Company may by Resolution or the Board may fix any date
as the record date for any dividend, distribution, allotment or issue and for
the purpose of identifying the persons entitled to receive notices of any
general meeting and to vote at any general meeting.  Any such record date may
be on or at any time before or after any date on which such dividend,
distribution, allotment or issue is declared, paid or made or such notice is
despatched.  ACCOUNTING RECORDS 37Accounting
Records 37.1The Board
shall cause to be kept accounting records sufficient to give a true and fair
view of the state of the Company’s affairs and to show and explain its
transactions, in accordance with the Companies Acts. 37.2The records of account shall be kept at the Registered Office or at such
other place or places outside of Canada as the Board thinks fit, and shall at
all times be open to inspection by the Directors, PROVIDED that if the records
of account are kept at some place outside Bermuda, there shall be kept at an
office of the Company in Bermuda such records as will enable the Directors to
ascertain with reasonable accuracy the financial position of the Company at the
end of each three (3) month period.  No Shareholder (other than an Officer of
the Company) shall have any right to inspect any accounting record or book or
document of the Company except as conferred by law or authorised by the Board
or by Resolution. 37.3A copy of
every balance sheet and statement of income and expenditure, including every
document required by law to be annexed thereto, which is to be laid before the
Company in general meeting, together with a copy of the Auditors' report, shall
be sent to each person entitled thereto in accordance with the requirements of
the Companies Acts.  AUDIT 38Audit Save
and to the extent that an audit is waived in the manner permitted by the Companies
Acts, Auditors shall be appointed and their duties regulated in accordance with
the Companies Acts, any other applicable law and such requirements not
inconsistent with the Companies Acts as the Board may from time to time
determine.  SERVICE OF NOTICES AND OTHER DOCUMENTS 39Service of
Notices and Other Documents 39.1Any notice
or other document (including but not limited to a share certificate, any notice
of a general meeting of the Company, any instrument of proxy and any document
to be sent in accordance with Bye-Law 37.3) may be sent to, served on or
delivered to any Shareholder by the Company 39.1.1personally; 39.1.2by
sending it through the post (by airmail where applicable) in a pre-paid letter
addressed to such Shareholder at his address as appearing in the Register; 39.1.3by
sending it by courier to or leaving it at the Shareholder’s address appearing
in the Register; -23-


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39.1.4where
applicable, by sending it by email or facsimile or other mode of representing
or reproducing words in a legible and non-transitory form or by sending an
electronic record of it by electronic means, in each case to an address or
number supplied by such Shareholder for the purposes of communication in such
manner; or 39.1.5by
publication of an electronic record of it on a website and notification of such
publication (which shall include the address of the website, the place on the
website where the document may be found, and how the document may be accessed
on the website) by any of the methods set out in paragraphs 39.1.1, 39.1.2,
39.1.3 or 39.1.4 of this Bye-Law, in accordance with the Companies Acts. In
the case of joint holders of a share, service or delivery of any notice or
other document on or to one of the joint holders shall for all purposes be
deemed as sufficient service on or delivery to all the joint holders. 39.2Any notice
or other document shall be deemed to have been served on or delivered to any
Shareholder by the Company 39.2.1if
sent by personal delivery, at the time of delivery; 39.2.2if
sent by post, forty-eight (48) hours after it was put in the post; 39.2.3if
sent by courier or facsimile, twenty-four (24) hours after sending; 39.2.4if
sent by email or other mode of representing or reproducing words in a legible
and non-transitory form or as an electronic record by electronic means, twelve
(12) hours after sending; or 39.2.5if
published as an electronic record on a website, at the time that the
notification of such publication shall be deemed to have been delivered to such
Shareholder, and
in proving such service or delivery, it shall be sufficient to prove that the
notice or document was properly addressed and stamped and put in the post,
published on a website in accordance with the Companies Acts and the provisions
of these Bye-Laws, or sent by courier, facsimile, email or as an electronic
record by electronic means, as the case may be, in accordance with these
Bye-Laws. Each
Shareholder and each person becoming a Shareholder subsequent to the adoption
of these Bye-laws, by virtue of its holding or its acquisition and continued
holding of a share, as applicable, shall be deemed to have acknowledged and
agreed that any notice or other document (excluding a share certificate) may be
provided by the Company by way of accessing them on a website instead of being
provided by other means. 39.3Any notice
or other document delivered, sent or given to a Shareholder in any manner
permitted by these Bye-Laws shall, notwithstanding that such Shareholder is
then dead or bankrupt or that any other event has occurred, and whether or not
the Company has notice of the death or bankruptcy or other event, be deemed to
have been duly served or delivered in respect of any share registered in the
name of such Shareholder as sole or joint holder unless his name shall, at the
time of the service or delivery of the notice or document, have been removed
from the Register as the holder of the share, and such service or delivery
shall for all purposes be deemed as sufficient service or delivery of such
notice or document on all persons interested (whether jointly with or as
claiming through or under him) in the share. 39.4Save as
otherwise provided, the provisions of these Bye-Laws as to service of notices
and other documents on Shareholders shallmutatis mutandisapply to
service or delivery of notices and other documents to the Company or any
Director or Resident Representative pursuant to these Bye-Laws.  WINDING UP 40Winding Up If
the Company shall be wound up, the liquidator may, with the sanction of a
Resolution of the Company and any other sanction required by the Companies
Acts, divide amongst the Shareholders in specie or kind the whole or any part
of the assets of the Company (whether they shall consist of property of the
same kind or not) and may for such purposes set such values as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be -24-


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carried out as between the
Shareholders or different classes of Shareholders.  The liquidator may, with
the like sanction, vest the whole or any part of such assets in trustees upon
such trust for the benefit of the contributories as the liquidator, with the
like sanction, shall think fit, but so that no Shareholder shall be compelled
to accept any shares or other assets upon which there is any liability.  INDEMNITY 41Indemnity 41.1Subject to
the proviso below, every Indemnified Person shall be indemnified and held
harmless, to the fullest extent permitted by law, by and out of the assets of
the Company against any and all losses, claims, damages, liabilities, costs or
expenses, judgements, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions suits or proceedings, whether
civil or criminal (including liabilities under contract, tort and statute or
any applicable foreign law or regulation and all reasonable legal and other
costs including defence costs incurred in defending any legal proceedings,
whether civil or criminal and expenses properly payable) incurred or suffered
by such Indemnified Person by or by reason of any act done, conceived in or
omitted in the conduct of the Company’s business, or in connection with the
Partnership’s investments and activities, or in respect of or arising from the
Indemnified Person holding its position or discharging the duties of such
position, and the indemnity contained in this Bye-Law shall extend to any
Indemnified Person acting in any office or trust in the reasonable belief that
he has been appointed or elected to such office or trust notwithstanding any
defect in such appointment or election, PROVIDED ALWAYS that the indemnity
contained in this Bye-Law shall not extend to any matter which would render it
void pursuant to the Companies Acts nor to any claims or rights of action
arising out of the bad faith, fraud or wilful misconduct of such Indemnified
Person, or in the case of a criminal matter, to the extent the Indemnified
Person knew, or ought reasonably to have known, that the action concerned was
unlawful. 41.2No
Indemnified Person shall be liable to the Company for the acts, defaults or
omissions of any other Indemnified Person. 41.3To the extent that any Indemnified Person is entitled to claim an
indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged
by him, the relevant indemnity shall take effect as an obligation of the
Company to reimburse the person making such payment or effecting such
discharge. 41.4Each
Shareholder and the Company agree: 41.4.1 to
waive to the fullest extent permitted by law any claim or right of action he or
it may at any time have, whether individually or by or in the right of the
Company, against any Indemnified Person on account of any action taken by such
Indemnified Person or the failure of such Indemnified Person to take any action
in the performance of his duties (fiduciary or otherwise) with or for the
Company, PROVIDED HOWEVER that such waiver shall not apply to any claims or
rights of action arising out of the bad faith, fraud or wilful misconduct of
such Indemnified Person or to recover any gain, personal profit or advantage to
which such Indemnified Person is not legally entitled, or in the case of a
criminal matter, to the extent the Indemnified Person knew, or ought reasonably
to have known, that the action concerned was unlawful; and 41.4.2   any
action taken or omitted to be taken, by any Indemnified Person with the
approval of the Independent Directors will not constitute a breach of any
duties stated or implied by law or equity, including fiduciary duties. 41.5The
Company shall advance moneys to any Indemnified Person for the costs, charges
and expenses incurred by the Indemnified Person in defending any civil or
criminal proceedings against them, on condition and receipt of an undertaking
in a form satisfactory to the Company that the Indemnified Person shall repay
such portion of the advance attributable to any claim of fraud or dishonesty if
such a claim is proved against the Indemnified Person. 41.6The
advance of moneys would not be paid unless the advance was duly authorized upon
a determination that the indemnification of the Indemnified Person was
appropriate because the Indemnified Person had met the standard of conduct
which would entitle the Indemnified Person to indemnification and further the
determination referred to above must be made by: a majority vote of the Board
at a meeting duly constituted by a quorum of Directors not party to the
proceedings in respect of which the indemnification is, or would be, claimed;
or, in the case such meeting cannot be -25-


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constituted by
lack of disinterested quorum, by an independent third party; or, alternatively,
by a majority vote of the Shareholders.  AMALGAMATION AND MERGER 42Amalgamation and
Merger Any
resolution proposed for consideration at any general meeting to approve the
amalgamation or merger of the Company with any other company, wherever
incorporated, shall require the approval of a simple majority of votes cast at
such meeting and the quorum for such meeting shall be that required in Bye-Law
19.1 and a poll may be demanded in respect of such resolution in accordance
with the provisions of Bye-Law 20.2.  CONTINUATION 43Continuation Subject
to the Companies Acts, the Board may approve the discontinuation of the Company
in Bermuda and the continuation of the Company in a jurisdiction outside
Bermuda.  The Board, having resolved to approve the discontinuation of the
Company, may further resolve not to proceed with any application to discontinue
the Company in Bermuda or may vary such application as it sees fit.  ALTERATION OF BYE-LAWS 44Alteration
of Bye-Laws These
Bye-Laws may be amended from time to time by resolution of the Board, but
subject to approval by Resolution.  -26-


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