ARTICLES OF INCORPORATION by tyndale

VIEWS: 52 PAGES: 13

									       SICAV
ARTICLES OF INCORPORATION

         September 2001
Text of original document / translated from French into        ARTICLE FOUR:
English:
                                                               The registered office of the Corporation is established in
In the year one thousand nine hundred ninety-seven, on         Luxembourg City, in the Grand Duchy of Luxembourg.
the nineteenth of November, before us, Mr, Edmond              Branches or other offices may be established either in
Schroeder, public notary residing in Mersch, who will be       Luxembourg or abroad by resolution of the board of
the depositary of the present deed:                            directors. The address of the registered office in
                                                               Luxembourg City may be changed by resolution of the
There appeared:                                                board of directors,

1 ) Banque Internationale à Luxembourg, S.A., with its         In the event that the board of directors determines that
    registered office at 69, route d'Esch, L-1470              extraordinary social, political or military developments
    Luxembourg, duly represented by Mrs, Christiane            have occurred or are imminent that would interfere with
    LIST-BOES, employee, residing Rollingen/Mersch,            the normal activities of the Corporation at its registered
    by virtue of a proxy given in Luxembourg.                  office, or with the ease of communication between such
                                                               office and persons abroad, the registered office may be
2) LIREPA S.A., with its registered office at 69, route        temporary transferred abroad until the complete
   d'Esch, L-1470 Luxembourg, duly represented by              cessation of these abnormal circumstances; such
   Mrs, Christiane LIST-BOES, employee, residing in            temporarily measures shall have no effect on the
   Rollingen/Mersch, by virtue of a proxy given in             nationality of the Corporation which, notwithstanding the
   Luxembourg.                                                 temporarily transfer of its registered office, will remain a
                                                               Luxembourg corporation.
The proxies given, signed ne varietur by all the
appearing persons and the undersigned notary, shall            ARTICLE FIVE:
remain annexed to this document to be filed with the
registration authorities.                                      The capital of the Corporation shall be represented by
                                                               shares of no par value and shall at any time be equal to
Such appearing parties, in the capacity in which they act,     the total net assets of the Corporation as defined in
have requested the notary to state as follows the Articles     Article twenty-three hereof.
of Incorporation (the Articles") of TÜRKISFUND (the
"Corporation") which they form between themselves:             The shares may, as the board of directors shall
                                                               determine, belong to different classes and the proceeds
ARTICLE ONE:                                                   of the issue of each class of shares shall be invested
                                                               pursuant to Article three hereof in transferable securities
There exists among the subscribers and all those who           or other permitted assets corresponding to such
may become holders of shares hereafter issued, a               geographical areas, industrial sectors or monetary zones
corporation in the form of a "sociètè anonyme" qualifying      or such specific types of securities as the board of
as a "sociètè d'investissement à capital variable" under       directors shall from time to time determine in respect of
the name of "TÜRKISFUND" (The "Corporation").                  each class of shares. Each such class of shares shall
                                                               constitute a "Sub-Fund" designated by a generic name.
ARTICLE TWO:
                                                               Further, the shares of each Sub-Fund may, as the board
The Corporation is established for an unlimited period.        of directors shall so determine, be issued in two
The Corporation may be dissolved at any moment by a            sub-classes of shares being (a) shares entitling to
resolution of the shareholders adopted in the manner           dividends ("dividend shares"), and (b) shares not
required for amendment of these Articles of                    entitling to dividends ("capitalization shares"). Each such
Incorporation.                                                 subclass of shares shall constitute a "Class".

The board of directors is entitled to determine the period     The board of directors may create at any moment
for which the Sub-Funds of the Corporation are                 additional Sub-Funds and/or Classes, provided that the
established.                                                   rights and duties of the shareholders of the existing
                                                               Sub-Funds and/or Classes will not be modified by such
ARTICLE THREE:                                                 creation.

The exclusive object of the Corporation is to place the        The initial capital of the Corporation is DEM 70,000.-
funds available to it in transferable securities of any kind   represented       by     2.800     shares    of    the
and other permitted assets, with the purpose of                "TÜRKISFUND-Equities".
spreading investment risks and affording its
shareholders the results of the management of its              The minimum capital of the Corporation shall be the
portfolios.                                                    equivalent in EURO of fifty million Luxembourg francs
                                                               (Flux. 50,000,000.-) and must be reached within six
The Corporation may take any measures and carry out            months following the date of registration of the
any operation which it may deem useful in the                  Corporation in Luxembourg on the official list of
accomplishment and development of its purpose to the           collective investment undertakings.
full extent permitted by the Luxembourg law of 30.
March,     1988     regarding collective  investment           The board of directors is authorized to issue further fully
undertakings (the "law").                                      paid shares at any time for cash (or, subject to the
                                                               conditions of the law and more particularly a special


                                                                                                                         2
audit report, contribution in kind of securities and other     the Corporation for a six months period and will
assets in compliance with the investment objectives and        thereafter be deposited with the Caisse de
policy of the relevant Sub-Fund(s), all in accordance with     Consignations in Luxembourg.
Article twenty-one and twenty-two hereof) at a price
based on the respective net asset value per share              The decision of merger of one or several Sub-Fund(s)
determined in accordance with Article twenty-three             with a Luxembourg collective investment undertaking
hereof, without reserving to the existing shareholders a       organized under the form of a mutual fund (FCP) subject
preferential right to subscribe for the additional shares to   to part 1 of the law and the decision of merger of one or
be issued.                                                     several Sub-Fund(s) with another foreign collective
                                                               investment undertaking belong to the shareholders of
The board of directors may delegate to any duly                the Sub-Fund(s) to be merged. Resolutions in that
authorized director or officer of the Corporation or to any    regard will be passed by the shareholders of the relevant
other duly authorized person, the duty of accepting            Sub-Fund(s). Only the shareholders having voted for the
subscriptions and of delivering and receiving payment          merger will be bound by the decision of merger. The
for such new shares.                                           remaining shareholders will be considered as having
                                                               asked for the redemption of their shares, this redemption
For the purpose of determining the capital of the              being made without cost to the shareholders at the date
Corporation, the net assets attributable to each               of the decision of merger.
Sub-Fund shall, if not expressed in EURO, be converted
into EURO and the capital shall be the total of the net        ARTICLE SIX:
assets of all the Sub-Funds. The consolidated capital of
the Corporation is expressed in EURO.                          For each Sub-Fund, the Corporation may elect to issue
                                                               shares in registered and /or bearer form.
The board of directors may decide to merge one or
several Sub-Fund(s). The board of directors may also           In the case of registered shares, unless a shareholder
decide to liquidate one or several Sub-Fund(s) by              elects to obtain share certificates, he will receive instead
cancellation of the relevant shares and refunding to the       a confirmation of his shareholding. If a shareholder
shareholders of such Sub-Fund(s) the full net asset            requests the exchange of his certificates for certificates
value of the shares of such Sub-Fund(s).                       in another form, he will be charged the cost of such
                                                               exchange.
The board of directors may also decide to merge one or
several Sub-Fund(s) with one or several Sub-Fund(s) of         If bearer shares are issued, certificates will be issued in
another Luxembourg SICAV subject to part 1 of the law.         such denominations as the board of directors shall
                                                               decide. If a bearer shareholder requests the exchange of
The board of directors is also empowered to take any of        his certificates for certificates in other denominations, he
the above decisions in case of substantial unfavorable         will be charged the cost of such exchange. If a
changes of the social, political or economical situation in    shareholder desires that more than one share certificate
countries where investments for the relevant                   be issued for his shares, the cost of such additional
Sub-Fund(s) are made, or shares of the relevant Sub-           certificates may be charged to such shareholder. Share
Fund(s) are distributed.                                       certificates shall, in principle, be signed by two directors.
                                                               Both such signatures may be either manual, or printed,
Notices of such decisions will be sent to the holders of       or by facsimile. However, one of such signatures may be
registered shares by mail to their address in the Register     by a person delegated to this effect by the board of
of Shareholders. Holders of bearer shares will be              directors. In such latter case, it shall be manual. The
informed by way of publication of the same notice in the       Corporation may issue temporary share certificates in
newspapers selected by the board of directors, namely          such form as the board of directors may from time to
in the countries in which the shares are publicly offered.     time determine.

In case of a merger with another Sub-Fund of the               Shares may be allotted only upon acceptance of the
Corporation or with a Sub-Fund of another Luxembourg           subscription and after receipt of the purchase price. The
SICAV subject to part 1 of the law, shareholders of the        subscriber will, without delay, upon acceptance of the
Sub-Fund(s) to be merged may continue to ask for the           subscription and receipt of the purchase price by the
redemption of their shares, this redemption being made         Corporation, receive title to the shares purchased by him
without cost to the shareholders during a minimum              and upon application obtain delivery of definitive share
period of one month beginning on the date of publication       certificates in bearer or registered form.
of the decision of merger. At the end of that period, all
the remaining shareholders will be bound by the decision       If it is decided to pay a dividend, it is paid to
of merger.                                                     shareholders entitled thereto, in respect of registered
                                                               shares, at their addresses in the Register of
In case of the liquidation of a Sub-Fund by decision of        Shareholders and, in respect of bearer shares, upon
the board of directors, the shareholders of the Sub-Fund       presentation of the relevant dividend coupons.
to be liquidated may continue to ask for the redemption
of their shares until the effective dale of the liquidation.   All issued shares of the Corporation other than bearer
For redemption made under these circumstances, the             shares shall be registered in the Register of
Corporation will apply a net asset value taking the            Shareholders which shall be kept by the Corporation or
liquidation fees into consideration and will not charge        by one or more persons designated therefor by the
any other fees. The proceeds of liquidation not claimed        Corporation and such Register shall contain the name of
by the shareholders entitled thereto as at the close of        each holder of registered shares, his residence or


                                                                                                                          3
elected domicile, the number of shares held by him and         certificate in place of which the new one has been
the amount paid in on each such share. Every transfer of       issued shall become void.
a registered share shall be entered in the Register of
Shareholders.                                                  Mutilated or defaced share certificates may be
                                                               exchanged for new ones by order of the Corporation.
Transfer of bearer shares shall be effected by delivery of     The mutilated or defaced certificates shall be delivered
the relevant bearer share certificates with all unmatured      to the Corporation and shall be annulled immediately.
coupons attached. Transfer of registered shares shall be
effected (a) if share certificates have been issued, upon      The Corporation may, at its election, charge the
delivering the certificate or certificates representing such   shareholder for the costs of a duplicate or of a new
shares to the Corporation along with other instruments of      share certificate and all reasonable expenses undergone
transfer satisfactory to the Corporation, and (b) if no        by the Corporation in connection with the issuance and
share certificates have been issued, by written                registration thereof, or in connection with the annulment
declaration of transfer to be registered in the Register of    of the old share certificate.
Shareholders, dated and signed by the transferor and
the transferee, or by persons holding suitable powers of       ARTICLE EIGHT:
attorney to act therefore.
                                                               The board of directors may restrict or prevent the owner-
Every register shareholder must provide the Corporation        ship of shares in the Corporation by any person, firm or
with an address to which all notices and announcements         corporate body, if it appears to the Corporation that such
from the Corporation may be sent. Such address will            ownership results in a breach of law in Luxembourg or
also be entered in the Register of Shareholders. In the        abroad, may make the Corporation subject to tax in a
event that a registered shareholder does not provide           country other than the Grand Duchy of Luxembourg or
such an address, the Corporation may permit a notice to        may otherwise be detrimental to the Corporation,
this effect to be entered in the Register of Shareholders
and the shareholder's address will be deemed to be at          More specifically, the Corporation may restrict or prevent
the registered office of the Corporation, or at such other     the ownership of shares in the Corporation by any U.S.
address as may be so entered by the Corporation from           person", as defined hereafter.
time to time, until another address shall be provided to
the Corporation by such shareholder. The shareholder           For such purposes the Corporation may:
may, at any time, change his address as entered in the
Register of Shareholders by means of a written                 a) decline to issue any share and decline to register any
notification to the Corporation at its registered office, or      transfer of a share, where it appears to it that such
at such other address as may be set by the Corporation            registration or transfer would or might result in
from time to time.                                                beneficial ownership of such share by a person who
                                                                  is precluded from holding shares in the Corporation,
If payment made by any subscriber results in the entitle-
ment to a fraction of a share, the subscriber shall not be     b) at any time require any person whose name is
entitled to vote in respect of such fraction, but shall, to       entered in, or any person seeking to register the
the extent the Corporation shall determine as to the              transfer of shares on, the Register of Shareholders
calculation of fractions, be entitled to dividends and            to furnish it with any information, supported by
other distributions of a pro rata basis, In the case of           affidavit, which it may consider necessary for the
bearer shares, only certificates evidencing full shares will      purpose of determining whether or not beneficial
be issued.                                                        ownership of such shareholder's shares rests or will
                                                                  rest in a person who is precluded from holding
The Corporation will recognize only one holder in                 shares in the Corporation,
respect of a share in the Corporation, save as otherwise
agreed upon with the Corporation for any purpose. In the       c) where it appears to the Corporation that any person,
event of joint ownership or bare ownership and usufruct,          who is precluded from holding shares in the Corpora-
the Corporation may suspend the exercise of any right             tion, either alone or in conjunction with any other
deriving from the relevant share or shares until one              person, is a beneficial owner of shares, compulsorily
person shall have been designated to represent the joint          purchase from any such shareholder all shares held
owners or bareowners and usufructuaries vis-á-vis the             by such shareholder or where it appears to the
Corporation.                                                      Corporation that one or more persons are the owners
                                                                  of a proportion of the shares in the Corporation which
ARTICLE SEVEN:                                                    would make the Corporation subject to tax or other
                                                                  regulations of jurisdictions other than Luxembourg,
If any shareholder can prove to the satisfaction of the           compulsorily redeem all or a proportion of the shares
Corporation that his share certificate has been mislaid or        held by such shareholders, as may be necessary, in
destroyed, then, at his request, a duplicate share                the following manner:
certificate may be issued under such conditions and
guarantees, including a bond delivered by an insurance            1) The Corporation shall serve a notice (hereinafter
company but without restriction thereto, as the                      called the 'purchase notice") upon the
Corporation may determine.                                           shareholder bearing such shares or appearing in
                                                                     the Register of Shareholders as the owner of the
On the issue of the new share certificate, on which it               shares to be purchased, specifying the shares to
shall be recorded that it is a duplicate, the original share         be purchased as aforesaid, the price to be paid
                                                                     for such shares, and the place at which the


                                                                                                                       4
       purchase price in respect of such shares is             possessions or areas subject to its jurisdiction or any
       payable. Any such notice may be served upon             person who is normally resident therein (including the
       such shareholder by posting the same in a               estate of any such person or corporations or
       prepaid registered envelope addressed to such           partnerships created or organized therein).
       shareholder at his last address known to or
       appearing in the books of the Corporation.              ARTICLE NINE:

       The said shareholder shall thereupon forthwith be       Any regularly constituted meeting of the shareholders of
       obliged to deliver to the Corporation the share         the Corporation shall represent the entire body of
       certificate or certificates, if any, representing the   shareholders of the Corporation. It shall have the
       shares specified in the purchase notice.                broadest powers to order, carry out or ratify acts relating
       Immediately after the close of business on the          to the operations of the Corporation.
       date specified in the purchase notice, such
       shareholder shall cease to be the owner of the          ARTICLE TEN:
       shares specified in such notice and, in the case
       of registered shares, his name shall be removed         The annual general meeting of shareholders shall be
       as the holder of such shares form the Register of       held, in accordance with Luxembourg law, in
       Shareholders, and in the case of bearer shares,         Luxembourg at the registered office of the Corporation,
       the certificate(s) representing such shares shall       or at such other place in Luxembourg as may be
       be cancelled in the books of the Corporation;           specified in the notice of meeting, on the first Tuesday of
                                                               the month of May in each year at 11.00 a.m. and for the
   2) The price at which the shares specified in any           first time in 1999. If such day is not a bank business day
      purchase notice shall be purchased (herein called        in Luxembourg, the annual general meeting shall be held
      "the purchase price") shall be an amount equal to        on the next bank business day in Luxembourg. The
      the relevant per share net asset value determined        annual general meeting may be held abroad if, in the
      in accordance with Article twenty-three hereof, as       absolute and final judgment of the board of directors,
      at the date of the purchase notice;                      exceptional circumstances so require.

   3) Payment of the purchase price will be made to            Other meetings of shareholders may be held at such
      the owner of such shares in the reference                place and time as may be specified in the respective
      currency of the Sub-Fund concerned, except               notices of meeting.
      during periods of exchange restrictions, and will
      be deposited by the Corporation with a bank in           ARTICLE ELEVEN:
      Luxembourg or elsewhere (as specified in the
      purchase notice ) for payment to such owner              The quorum and time required by law shall govern the
      upon surrender of the share certificate or               notice for and conduct of the meetings of shareholders
      certificates, if issued, representing the shares         of the Corporation, unless otherwise provided herein.
      specified in such notice.
                                                               Each share is entitled to one vote. A shareholder may
       Upon deposit of such price as aforesaid no              act at any meeting of shareholders by appointing
       person interested in the shares specified in such       another person as his proxy in writing or by cable,
       purchase notice shall have any further interest in      telegramm, telex or facsimile transmission. A corporation
       such shares or any of them, or any claim against        may execute a form of proxy under the hand of a duly
       the Corporation or its assets in respect thereof,       authorized officer.
       except the right of the shareholder appearing as
       the owner thereof to receive the price so               Except as otherwise required by law or as otherwise pro-
       deposited (without interest) from such bank upon        vided herein, resolutions at a meeting of shareholders
       effective surrender of the share certificate or         duly convened will be passed by a simple majority of
       certificates, if issued, as aforesaid;                  those present or represented and voting.

   4) The exercise by the Corporation of the powers            Resolutions with respect to any Class or Sub-Fund will
      conferred by this Article shall not be questioned        also be passed, unless otherwise required by law or
      or invalidated in any case, on the ground that           otherwise provided herein, by a simple majority of the
      there was insufficient evidence of ownership of          shareholders of the relevant Class or Sub-Fund present
      shares by any person or that the true ownership          or represented and voting.
      of any shares was otherwise than appeared to
      the Corporation at the date of any purchase              The board of directors may determine all other
      notice, provided that in such case the said              conditions that must be fulfilled by shareholders for them
      powers were exercised by the Corporation in              to take part in any meeting of shareholders.
      good faith and
                                                               ARTICLE TWELVE:
d) decline to accept the vote of any person who is pre-
   cluded from holding shares in the Corporation at any        Shareholders will meet upon call by the board of
   meeting of shareholders of the Corporation.                 directors. Notices setting forth the agenda shall be sent
                                                               by mail at least eight days prior to the meeting to each
Whenever used in these Articles, the term "U.S.Person"         shareholder at the shareholder's address in the Register
shall mean any national, citizen or resident of the United     of Shareholders.
States of America or of any so its territories or


                                                                                                                        5
To the extent required by law, notices shall, in addition,      places prescribed in a schedule previously adopted by
be published in the Memorial, Recueil des Sociétés et           resolution of the board of directors.
Associations, of Luxembourg, in a Luxembourg
newspaper, and in such other newspapers as the board            Any director may act at any meeting of the board of
of directors may decide.                                        directors by appointing in writing or by cable, telegram,
                                                                telex or facsimile transmission another director as his
ARTICLE THIRTEEN:                                               proxy.

The Corporation shall be managed by a board of                  The directors may only act at duly convened meetings of
directors composed of not less than three members,              the board of directors. Directors may not bind the
members of the board of directors need not be                   Corporation by their individual acts, except as
shareholders of the Corporation.                                specifically permitted by previous resolution of the board
                                                                of directors.
The directors shall be elected by the shareholders at
their annual general meeting for a period ending at the         The board of directors can deliberate or act validly only if
next annual general meeting and until their successors          at least the majority of the directors are present or
are elected and qualify, provided, however, that a              represented at a meeting of the board of directors (which
director may be removed with or without cause and/or            may be by way of a conference telephone call).
replaced at any time by resolution adopted by the               Decisions shall be taken by a majority of the votes of the
shareholders.                                                   directors present or represented at such meeting. In the
                                                                event that in any meeting the number of votes for and
In the event of a vacancy in the office of director             against a resolution shall be equal, the chairman shall
because of death, retirement or otherwise, the remaining        have a casting vote, In the event of a conference
directors may meet and may elect, by majority vote, a           telephone call, decisions validly taken by directors will
director to fill such vacancy until the next meeting of         thereafter appear on regular minutes.
shareholders.
                                                                Resolutions signed by all members of the board will be
ARTICLE FOURTEEN:                                               as valid and effectual as if passed at a meeting duly
                                                                convened and held. Such signatures may appear on a
The board of directors may choose from among its                single document or multiple copies of an identical
members a chairman, and may choose from among its               resolution and may be evidenced by letters, cables,
members one or more vice-chairmen. It may also                  telegrams, telexes, facsimile transmissions or similar
choose a secretary, who need not be a director, who             means. The date of the decisions contemplated by these
shall be responsible for keeping the minutes of the             resolutions shall be the latest signature date.
meetings of the board of directors and of the
shareholders. The board of directors shall meet upon            The board of directors may delegate its powers to
call by the chairman, or any two directors, at the place        conduct the daily management and affairs of the
indicated in the notice of meeting.                             Corporation and its powers to carry out acts in
                                                                furtherance of the corporate policy and purpose, to
The chairman shall preside at all meetings of                   natural persons or corporate entities which need not be
shareholders and the board of directors, but in his             members of the board.
absence the shareholders or the board of directors may
appoint another director and, in the absence of any             ARTICLE FIFTEEN:
director at a shareholders meeting, any other person as
chairman pro tempore by vote of the majority present at         The minutes of any meeting of the board of directors and
any such meeting.                                               of any general meeting of shareholders shall be signed
                                                                by the chairman or, in his absence, by the chairman pro
The board of directors from time to time may appoint the        tempore who presided at such meeting.
officers of the Corporation, including a general manager,
a secretary, any assistant general managers, assistant          Copies or extracts of such minutes which may be
secretaries or other officers considered necessary for          produced in judicial proceedings or otherwise shall be
the operation and management of the Corporation. Any            signed by such chairman, or by the secretary, or by any
such appointment may be revoked at any time by the              two directors.
board of directors. Officers need not be directors or
shareholders of the Corporation. The officers appointed,        ARTICLE SIXTEEN:
unless otherwise stipulated in these Articles, shall only
have the powers and duties given them by the board of           The board of directors shall, based upon the principle of
directors.                                                      spreading of risks, have power to determine the
                                                                corporate and investment policy for the investments
Written notice of any meeting of the board of directors         relating to each Sub-Fund and the course of conduct of
shall be given to all directors at least twenty-four hours in   the management and business affairs of the
advance of the hour set for such meeting, except in             Corporation.
circumstances of emergency, in which case the nature of
such circumstances shall be set forth in the notice of          The board of directors shall also determine any
meeting. This notice may be waived by the consent in            restrictions which shall from time to time be applicable to
writing or by cable, telegram, telex or facsimile               the investments of the Corporation.
transmission of each director. Separate notice shall not
be required for individual meetings held at times and


                                                                                                                          6
The board of directors may cause the assets of the              documents, specializes in investment in specific
Corporation to be invested in:                                  geographical area or economic sector and (ii) no fees or
(i) transferable securities admitted to official listing on a   costs on account of the transactions relating to the units
    stock exchange in an Eligible State:                        in the UCITS may be charged by the Corporation.

(ii) transferable securities dealt in on another regulated      ARTICLE SEVENTEEN:
     market which operates regularly and is recognized
     and open to the public (a "Regulated Market") in an        No contract or other transaction between the
     Eligible State; and /or                                    Corporation and any other corporation or firm shall be
                                                                affected or invalidated by the fact that any one or more
(iii) recently issued transferable securities, provided that    of the directors or officers of the Corporation is
      the terms of issue include an undertaking that            interested in, or is a director, associate, officer or
      application will be made for admission to official        employee of such other corporation or firm.
      listing on a stock exchange in an Eligible State or a
      Regulated Market which in such case qualifies as an       Any director or officer of the Corporation who serves as
      Eligible Market and such admission is achieved            a director, associate, officer or employee of any
      within the period of one year of the issue.               corporation or firm with which the Corporation shall
                                                                contract or otherwise engage in business shall not, by
                                                                reason of such affiliation with such other corporation or
For this purpose, an "Eligible State shall mean any             firm, be prevented from considering and voting or acting
member state of the Organization for Economic                   upon any matters with respect to such contract or other
Cooperation and Development ("OECD"), and all other             business.
countries of North and South America, Africa, Europe,
the Pacific Basin and Australasia and an "Eligible              In the event that any director or officer of the Corporation
Market" shall mean an official stock exchange or a              may have any personal interest in any transaction of the
Regulated Market in such an Eligible State.                     Corporation, such director or officer shall make known to
                                                                the board of directors such personal interest and shall
All such securities under (i), (ii) and (iii) above are         not consider or vote on any such transaction, and such
hereby defined as "Eligible Transferable Securities".           transaction, and such director's or officer's interest
                                                                therein, shall be reported to the next succeeding meeting
Nevertheless, a Sub-Fund may invest in transferable             of shareholders.
securities which are not Eligible Transferable Securities
or in debt instruments which, because of their                  The term "personal interest", as used in the preceding
characteristics being, inter alia, transferable, liquid         sentence, shall not include any relationship with or
assets having a value which can be accurately                   interest in any matter, position or transaction involving
determined on each valuation day, are treated as                ISBANK GmbH and its subsidiaries and associated
equivalent to transferable securities, provided that the        companies or such other corporation or entity as may
total of such debt instruments and of transferable secu-        from time to time be determined by the board of
rities other than Eligible Transferable Securities shall not    directors on its discretion.
exceed 10 % of the net assets of the Sub-Fund.
                                                                ARTICLE EIGHTEEN:
The Corporation may invest up to a maximum of 35 % of
the net assets of any Sub-Fund in transferable securities       The Corporation may indemnify any director or officer,
issued or guaranteed by a member state of the                   and his heirs, executors and administrators, against
European Union (a "Member State") its local authorities,        expenses reasonably incurred by him in connection with
by another Eligible State or by public international bodies     any action, suit or proceeding to which he may be made
of which one or more Member States are members.                 a party by reason of his being or having been a director
                                                                or officer of the Corporation or, at its request, of any
The Corporation may further invest up to 100% of the            other corporation of which the Corporation is a
net assets of any Sub-Fund in transferable securities           shareholder or creditor and form which he is not entitled
issued or guaranteed by a Member State, by its local            to be indemnified, except in relation to matters as to
authorities. or by another member state of the OECD or          which he shall be finally adjudged in such action, suit or
by public international bodies of which one or more             proceeding to be liable for gross negligence or
Member States are members, provided that the                    misconduct: in the event of a settlement, indemnification
Corporation holds securities from at least six different        shall be provided only in connection with such matters
issues and securities from any one issue do not account         covered by the settlement as to which the Corporation is
for more than 30 % of the total net assets of the relevant      advised by counsel that the person to be indemnified did
Sub-Fund.                                                       not commit such a breach of duty. The foregoing right of
                                                                indemnification shall not exclude other rights to which he
The Corporation may invest the assets of each                   may be entitled.
Sub-Fund in the share or units of another undertaking
for collective investment in transferable securities within     ARTICLE NINETEEN:
the meaning of the first and second indents of Article
1(2) of the EEC Directive 85/611 of 2011 December,              The Corporation will be bound by the joint signature of
1985 ("UCITS"). In the case of a UCITS linked to the            any two directors or by the individual signature of any
Corporation by common management or control or by a             director duly authorized or by the individual signature of
substantial direct or indirect holding (i) the UCITS must       any duly authorized officer of the Corporation or by the
be one which, in accordance with its constitutional


                                                                                                                          7
individual signature of any other person to whom                involved less a conversion fee, if any, as determined by
authority has been delegated by the board of directors.         the board of directors. The conversion formula is
                                                                determined from time to time by the board of directors
ARTICLE TWENTY:                                                 and disclosed in the current sales documents of the
                                                                Corporation.
The operations of the Corporation and its financial
situation including particularly its books shall be             The board of directors may, from lime to time, fix for any
supervised by one or several auditors who shall satisfy         particular Class or Sub-Fund a minimum redemption or
the requirements of Luxembourg law as to                        conversion amount. all as disclosed in the current sales
honourableness and professional experience and who              documents of the Corporation.
shall carry out the duties prescribed by the Luxembourg
law of 3 01h March, 1988 regarding collective                   The board of directors may also limit or even suppress
investment undertakings.                                        the right of conversion for any particular Class and/or
                                                                Sub-Fund.
Such an auditor will be appointed by the shareholders at
their annual general meeting and will act as such until         ARTICLE TWENTY-TWO:
being replaced by its successor.
                                                                For the purpose of determining the issue, redemption
ARTICLE TWENTY-ONE:                                             and conversion price per share, the net asset value of
                                                                shares shall be determined by the Corporation, or by any
As is more especially prescribed hereinbelow, the               other person or entity appointed by the Corporation as
Corporation has the power to redeem its own shares at           its agent for this purpose, from time to time, but in no
any time within the sole limitations set forth by law.          instance less than twice monthly. as the board of
                                                                directors may determine (every such day for
Any shareholder may at any time request the redemption          determination of net asset value being referred to herein
of all or part of his shares by the Corporation subject to      as a "valuation day") provided that in any case where
such advance notice as the board of directors may               any valuation day would fall on a day observed as a
determine. The redemption price shall be paid no later          holiday by banks in Luxembourg, such valuation day
than 5 Luxembourg bank business days following the              shall then be the net bark business day in Luxembourg.
applicable valuation day and shall be equal to the
relevant per share net asset value determined in                If since the last valuation day there has been an material
accordance with the provisions of Article twenty-three          change in the quotations on the markets on which a
hereof less a redemption fee, if any, as determined by          substantial portion of the investments of the Corporation
the board of directors. Any such request must be filed by       attributable to a particular Sub-Fund is dealt in or listed,
such shareholder in written form at the registered office       the board of directors may, in order to safeguard the
of the Corporation in Luxembourg or with any other              interests of the shareholders and the Corporation,
person or entity appointed by the Corporation as its            cancel the first valuation and carry out a second
agent for redemption of shares, together with the               valuation.
delivery of the certificate(s) (if issued) for such shares in
proper form and accompanied by proper evidence of               The Corporation may suspend the determination of the
transfer or assignment.                                         net asset value of shares of any particular Sub-Fund and
                                                                the issue and redemption of the shares in such
Shares of the capital of the Corporation redeemed by the        Sub-Fund as well as the conversion from and to shares
Corporation shall be cancelled.                                 of such Sub-Fund during

The Corporation shall not be bound to redeem and                a) any period when any of the principal markets or stock
convert on any valuation day more than 10 % of the                 exchanges on which a substantial portion of the
number of shares of any Sub-Fund outstanding on such               investments of any Sub-Fund of the Corporation from
valuation day. Redemptions and conversions may                     time to time is quoted, is closed otherwise than for
accordingly be deferred by the Corporation and will then           ordinary holidays, or during which dealings thereon
be dealt with on the next valuation day (but subject               are restricted or suspended;
always to the foregoing limit). For this purpose, requests
for redemption and conversion so deferred will be given         b) the existence of any state of affairs which constitutes
priority to subsequently received requests.                        an emergency as a result of which disposal or
                                                                   valuation of assets owned by any Sub-Fund of the
Any request for redemption or conversion shall be irrevo-          Corporation would be impracticable;
cable except in the event of suspension of redemptions
and conversions pursuant to the related provisions of           c) any breakdown in the means of communication
Article twenty-two hereof. In the absence of revocation,           normally employed in determining the price or value
redemptions and conversions will occur on the next                 of any of the investments attributable to any
valuation day after the end of the suspension.                     Sub-Fund or the current prices or values on any
                                                                   market or stock exchange;
Subject to any limitation or provision contained in the
sales documents any shareholder may request                     d) any period when the Corporation is unable to
conversion of all or part of his shares corresponding to a         repatriate funds for the purpose of making payments
particular Class and Sub-Fund into shares of another               on the redemption of shares of any Sub-Fund or
existing Class and/or Sub-Fund, based on the net asset             during which any transfer of funds involved in the
value per share of the Sub-Funds and/or Classes                    realization or acquisition of investments or payments


                                                                                                                          8
   due on redemption of shares of any Sub-Fund                e) all interest accrued on any interest-bearing securities
   cannot in opinion of the board of directors be                owned by the Corporation except to the extent that
   effected at normal prices or rates of exchange;               the same is included or reflected in the principal
                                                                 amount of such security;
e) any period when the Corporation is being liquidated
   or as from the date on which notice is given of a          f) the preliminary expenses of the Corporation insofar
   meeting of shareholders at which a resolution to              as the same have not been written off; and
   liquidate the Corporation is proposed.
                                                              g) all other assets of every kind and nature, including
Any such suspension shall be notified to shareholders            prepaid expenses.
requesting issue, redemption or conversion of shares by
the Corporation at the time of the filing of their request       The value of such assets shall, in principle, be de-
for such issue, redemption or conversion, and shall be           termined as follows:
published by the Corporation (if in the opinion of the
directors it is likely to exceed fourteen days).                 1) The value of any cash on hand or on deposit, bills
                                                                    and demand notes and accounts receivable,
Such suspension as to any Sub-Fund shall have no                    prepaid expenses, cash dividends and interest
effect on the determination of the net asset value, the             declared or accrued as aforesaid and not yet
issue, redemptions and conversion of the shares of any              received shall be deemed to be the full amount
other Sub-Fund if the circumstances referred to above               thereof, unless in any case the same is unlikely to
do not exist in respect of the other Sub-Funds.                     be paid or received in full, in which case the value
                                                                    thereof shall be arrived at after making such
Pending issues, redemptions and/or conversions are                  discount as the board of directors may consider
taken into consideration on the next valuation day after            appropriate in such case to reflect the true value
the end of such suspension.                                         thereof.

ARTICLE TWENTY-THREE:                                            2) The value of securities which are quoted or dealt
                                                                    in on any stock exchange shall be in respect of
The net asset value of shares of each Sub-Fund in the               each security, the last known price, and where
Corporation shall be calculated in the reference currency           appropriate, the middle market price on the stock
of the relevant Sub-Fund and expressed in such other                exchange which is normally the principal market
currencies as the board of directors may decide (except             for such security.
that when there exists any state of affairs which, in the
opinion of the board of directors, makes the                     3) Securities dealt in on another regulated market
determination in such currency either not reasonably                are valued in a manner as near as possible to
practical or prejudicial to the shareholders, the net asset         that described in the preceding sub-paragraph.
value may temporarily be determined in such other
currency as the board of directors may determine) as a           4) In the event that any of the securities held in any
per share figure and shall be determined in respect of              Sub-Fund's portfolio on the relevant valuation day
each valuation day by dividing the net assets of the                are not quoted or dealt in on a stock exchange or
Corporation corresponding to each Sub-Fund (being the               another regulated market or, for any of the
value of the assets of the Corporation corresponding to             securities, no price quotation is available, or if the
such Sub-Fund less the liabilities attributable or such             price as determined pursuant to subparagraphs
Sub-Fund) by the number of shares of the relevant                   2) and/or 3) is not in the opinion of the board of
Sub-Fund then outstanding.                                          directors representative of the fair market value
                                                                    of the relevant securities, the value of such
A. The assets of the Corporation may include:                       securities will be determined based on the
                                                                    reasonably foreseeable sales price determined
a) all cash on hand or on deposit, including any inter              prudently and in good faith.
   est accrued thereon;
                                                                 5) All other assets will be valued at their respective
b) all bills and demand notes and accounts receivable               fair values as determined in good faith by the
   (including proceeds of securities sold but not                   board of directors in accordance with generally
   delivered);                                                      accepted valuation principles and procedures.

c) all bonds, time notes, shares, debenture stocks, sub-      The board of directors, in its discretion, may permit
   scription rights, warrants, options and other              some other method of valuation to be used if it considers
   investments and securities owned or contracted for         that such valuation better reflects the fair value of any
   by the Corporation;                                        asset.

d) all stock, stock dividends, cash dividends and cash        The value of the assets denominated in currency other
   distributions receivable by the Corporation (provided      than the reference currency of the relevant Sub-Fund will
   that the Corporation may make adjustments with             be converted at the rates of exchange prevailing in
   regard to fluctuations in the market value of securi-      Luxembourg at the time of the determination of the
   ties caused by trading ex-dividends, ex-rights, or by      corresponding net asset value.
   similar practices);
                                                              B. The liabilities of the Corporation may include:



                                                                                                                        9
a) all loans, bills and accounts payable;                            thereto shall be applied to such Sub-Fund,
                                                                     subject to the provisions of this Article;
b) ail accrued or payable administrative fees and ex-
   penses (including but not limited to investment               b) where any asset is derived from another asset,
   advisory fees, custodian fees and central administra-            such derivative asset shall be applied in the
   tive fees);                                                      books of the Corporation to the same Sub-Fund
                                                                    as the asset from which it was derived and on
c) all known liabilities, present and future, including ail         each revaluation of an asset, the increase or
   matured contractual obligations for payments of                  decreases in value shall be applied to the
   money, including the amount of any unpaid dividends              relevant Sub-Fund;
   declared by the Corporation where the valuation day
   falls on the record date for determination of the             c) where the Corporation incurs a liability which
   persons entitled thereto or is subsequent thereto;               relates to any asset of a particular Sub-Fund or to
                                                                    any action taken in connection with an asset of a
d) an appropriate provision for future taxes based on               particular Sub-Fund, such liability shall be
   capital and income to the valuation day, as deter-               allocated to the relevant Sub-Fund,
   mined from time to time by the Corporation, and oth-
   er reserves if any authorized and approved by the             d) in the case where any asset or liability of the
   board of directors; and                                          Corporation cannot be considered as being
                                                                    attributable to a particular Sub-Fund, such asset
e) all other liabilities of the Corporation of whatsoever           or liability shall be allocated to all the Sub-Funds
   kind and nature except liabilities represented by                in equal parts or, if the amounts so require, pro
   shares in the Corporation. In determining the amount             rata to the value of the respective net assets of
   of such liabilities the Corporation shall take into              each Sub-Fund.
   account all expenses payable by the Corporation
   comprising formation expenses, fees and expenses              e) upon the payment of dividends to the
   payable to its investment advisers or investment                 shareholders in any Sub-Fund, the net asset
   managers, accountant, custodian, administrative,                 value of such Sub-Fund shall be reduced by the
   domiciliary, registrar and transfer agents, paying               amount of such dividends.
   agents and permanent representatives in places of
   registration, any other agent employed by the              The board of directors may reallocate any asset or
   Corporation, fees for legal and auditing services,         liability previously allocated by them if in their opinion
   stock exchange listing costs, promotional, printing,       circumstances so require. The Corporation shall be
   reporting and publishing expenses, including the           considered as one single legal entity. With regard to the
   costs of advertising or preparing and printing of          Corporation’s creditors, each Sub-Fund shall be
   certificates, prospectuses, explanatory memoranda          exclusively responsible for all debts, liabilities and
   or registration statements, financial reports, taxes or    obligations attributable to it.
   governmental charges, and all other operating
   expenses, including the cost of buying and selling         E. In case where dividend shares and capitalization
   assets, interest, bank charges, brokerage and                 shares are issued in a Sub-Fund as provided in
   communication expenses.                                       Article five hereof, the net asset value per share of
                                                                 each Class of shares of the relevant Sub-Fund is
The Corporation may calculate administrative and other           computed by dividing the net assets of the relevant
expenses of a regular or recurring nature on an                  Sub-Fund attributable to each Class by the number
estimated figure for yearly or other periods in advance,         of shares of each Class then outstanding.
and may accrue the same in equal proportions over any
such period.                                                     The percentage of net assets of the relevant
                                                                 Sub-Fund to be attributed to each Class of shares
C. The net assets of the corporation shall mean the              which has been initially the same as the percentage
   assets of the Corporation as hereinabove defined              of the total number of shares represented by such
   less the liabilities as hereinabove defined, on the           class, changes pursuant to dividends or other
   valuation day on which the net asset value of the             distributions with respect to dividend shares in the
   shares is determined. The capital of the Corporation          following manner:
   shall be at any time equal to the total net assets of
   the Corporation, comprising net assets of all                 a) at the time of any dividend or other distribution
   Sub-Funds, the EURO being the base currency.                     with respect to dividend shares, the net assets
                                                                    attributable to such Class shall be reduced by the
D. Allocation of assets and liabilities:                            amount of such dividend or other distribution
                                                                    (thus decreasing the percentage of net assets of
   The board of directors shall establish a pool of                 the relevant Sub-Fund attributable to the dividend
   assets for each Sub-Fund in the following manner:                shares) and the net assets attributable to the
                                                                    capitalization shares shall remain the same (thus
   a) the proceeds from the issue of shares of each                 increasing the percentage of net assets of the
      Sub-Fund shall be applied in the books of the                 relevant     Sub-Fund     attributable   to     the
      Corporation to the Sub-Fund established for the               capitalization shares);
      relevant class of shares and the assets and
      liabilities and income and expenditure attributable        b) at the time of any increase of the capital of the
                                                                    Corporation pursuant to the issue of new shares


                                                                                                                    10
       of either Class, the net assets attributable to the   ARTICLE TWENTY-SIX:
       corresponding Class shall be increased by the
       amount received with respect to such issue;           For each Sub-Fund and with respect to dividend shares,
                                                             the general meeting of shareholders may, upon the
   c) at the time of redemption by the Corporation of        proposal of the board of directors and within the limits
      shares of either Class, the net assets attributable    provided by law, resolve a distribution of dividends to
      to the corresponding Class shall be decreased by       such shareholders.
      the amount paid for with respect to such
      redemption;                                            The board of directors may also declare interim
                                                             dividends with respects to dividend shares.
   d) at the time of conversion of shares of one Class
      into shares of the other Class, the net assets         Any resolution of a general meeting of shareholders
      attributable to such Class shall be decreased by       deciding whether or not dividends are to be distributed to
      the net asset value of the shares converted and        shareholders of any Sub-Fund entitled thereto shall, in
      the net asset value attributable to the                addition, be subject to a prior vote of the shareholders of
      corresponding Class shall be increased by such         the relevant Class, as far as these shareholders are
      amount.                                                present or represented, deciding at the relevant Class,
                                                             as far as these shareholders are present or represented,
F. For the purposes or this Article:                         deciding at the quorum and majority requirements
                                                             provided by Article eleven hereabove.
a) shares of the Corporation to be redeemed shall be
   treated as existing and taken into account until im-      No dividends shall be paid on capitalization shares, The
   mediately after the close of business on the valuation    holders of capitalization shares participate equally in the
   day referred to in this Article, and from such time and   results of the Corporation, their reIated part staying
   until paid the price therefore shall be deemed to be a    invested in the Corporation and remaining credited to the
   liability of the Corporation;                             capitalization shares.

b) shares to be issued by the Corporation pursuant to        ARTICLE TWENTY-SEVEN:
   subscription applications received shall be treated as
   being in issue as from the close of business on the       In the event of a dissolution of the Corporation,
   valuation day referred to in this Article and such        liquidation shall be carried out by one or several
   price, until received by the Corporation, shall be        liquidators (who may be physical persons or legal
   deemed to be a debt due to the Corporation;               entities) named by the meeting of shareholders effecting
                                                             such dissolution and which shall determine their powers
c) all investments, cash balances and other assets of        and their compensation.
   the Corporation expressed otherwise than in EURO
   shall be valued after taking into account the market      The operations of liquidation will be carried out pursuant
   rate or rates of exchange in force in Luxembourg at       to the Luxembourg law of 30. March, 1988 regarding
   the date for determination of the net asset value of      collective investment undertakings.
   shares; and
                                                             The net proceeds of liquidation corresponding to each
d) effect shall be given on any valuation day to any pur-    Sub-Fund shall be distributed by the liquidators to the
   chases or sales of securities contracted for by the       holders of shares of each Sub-Fund in proportion to their
   Corporation on such valuation day, to the extent          holding in the respective Sub-Fund(s).
   practicable.
                                                             ARTICLE TWENTY-EIGHT:
ARTICLE TWENTY-FOUR:
                                                             These Articles of Incorporation may be amended from
Whenever the Corporation shall offer shares of any Sub-      time to time by a general meeting of shareholders,
Fund for subscription, the price per share at which such     subject to the quorum and voting requirements provided
shares shall be offered and sold shall be the relevant per   by the laws of Luxembourg.
share Net Asset Value as hereinabove defined plus, as
the case may be, such sales fee as the sales documents       Any amendment affecting the rights of the holders of
may provide. Any remuneration to agents active in the        shares of any Class or Sub-Fund vis-á-vis those of any
placing of the shares shall be paid out of such fees. The    other Class or Sub-Fund shall be subject, further, to the
price so determined shall be payable within the time         said quorum and majority requirements in respect of
period established by the board of directors but not later   each such Class or Sub-Fund as far as the shareholders
than 5 Luxembourg bank business days following the           of this Class or Sub-Fund are present or represented.
applicable valuation day.
                                                             ARTICLE TWENTY-NINE:
ARTICLE TWENTY-FIVE:
                                                             All matters not governed by these Articles of
The financial year of the Corporation shall begin on the     Incorporation shall be determined in accordance with the
first day of January in each year and shall terminate on     Luxembourg law of 1O. August, 1915 on commercial
the last day of December of the same year.                   companies and amendments thereto and the
                                                             Luxembourg law of 30. March, 1988 regarding collective
                                                             investment undertakings.



                                                                                                                     11
SUBSCRIPTION AND PAYMENT

The subscribers have subscribed for the number of shares and have paid in cash the amounts as mentioned hereinafter:

Shareholders                 subscribed            number of shares of
                             capital               TÜRKISFUND-Equities
_______________________________________________________________________________________________

1) Banque Internationale
   á Luxembourg S.A.
   (prenamed)                      DM 69,975.00                  2,799

2) LIREPA S.A.
   (prenamed)                DM 25.00                     1
_______________________________________________________________________________________________

Total:                             DM 70,000.00                  2,800


Proof of all such payments has been given as                   STATEMENTS
specifically stated to the undersigned notary. For the
purpose of registration the capital is estimated at DM         The undersigned notary states that the conditions
70.000.-.                                                      provided for in Article twenty-six of the Luxembourg law
                                                               of 10. August, 1915 on commercial companies have
EXPENSES                                                       been observed.

The expenses, costs, remunerations or charges in any
form whatsoever which shall be borne by the
Corporation as a result of its formation are estimated at
approximately Flux 250,000.-.




                                                                                                                    12
GENERAL MEETING OF SHAREHOLDERS:

The above named persons, representing the entire sub-
scribed capital and considering themselves as having re-
ceived due notice, have immediately proceeded to an
extraordinary general meeting.

Having first verified that it was regularly constituted, they
have passed the following resolutions by unanimous
vote.

FIRST RESOLUTION:

The following persons are appointed directors:

Haluk L. SOMERSAN
General Direktor und Vorsitzender Geschäftsführer
İŞBANK GmbH, Frankfurt

İbrahim HIZLIKAN
Head of Capital Markets Department
TÜRKİYE İŞ BANKASI A.Ş., İstanbul

Dr. Gürman TEVFİK
Group Manager of Capital Markets Department
TÜRKİYE İŞ BANKASI A.Ş., İstanbul

Klaus SCHREIBER
Geschäftsführer
İŞBANK GmbH, Frankfurt

Francois DRAZIDIK
Fodé de Pouvoir
Banque Internationale á Luxembourg, Luxembourg

Their mandate shall lapse on the date of the annual
general meeting in 1999.

SECOND RESOLUTION:

The registered office of the Corporation is fixed at:

69, route d'Esch, Luxembourg.

THIRD RESOLUTION:

The following firm is appointed auditors:

Deloitte & Touche Luxembourg 21
rue Glesener, L-1631 Luxembourg.

Their mandate shall lapse on the date of the annual
general meeting in 1999.




                                                                13

								
To top