CYGNUS ASSET MANAGEMENT SGIIC S.A. (Manager) and. SOCIÉTÉ GÉNÉRALE S.A. acting through its DUBLIN BRANCH (Trustee)

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1 CYGNUS ASSET MANAGEMENT SGIIC S.A. (Manager) and SOCIÉTÉ GÉNÉRALE S.A. acting through its DUBLIN BRANCH (Trustee) TRUST DEED CONSTITUTING CYGNUS UCITS FUNDS AN OPEN-ENDED UMBRELLA UNIT TRUST COMPRISING SEGREGATED FUNDS AUTHORISED PURSUANT TO THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2011 (AS AMENDED) BY THE CENTRAL BANK OF IRELAND

2 INDEX Clause Subject Page 1.00 DEFINITIONS CONSTITUTION OF THE TRUST UNITHOLDERS AND ISSUE OF UNITS PERMITTED INVESTMENTS BORROWING POWERS DEALINGS BY MANAGER, TRUSTEE, ADMINISTRATOR, INVESTMENT MANAGERS AND INVESTMENT ADVISERS THE REGISTER CERTIFICATES DETERMINATION OF NET ASSET VALUE VALUATION OF ASSETS TRANSFER OF UNITS REDEMPTION AND CANCELLATION OF UNITS/ COMPULSORY EXCHANGE OF UNITS SWITCHING OF UNITS DISTRIBUTIONS REPORTS INDEMNITY OF THE MANAGER AND DELEGATES OTHER COLLECTIVE INVESTMENT SCHEMES MERGER OF SUB-FUNDS OR MERGER WITH ANOTHER COLLECTIVE INVESTMENT UNDERTAKING REMUNERATION OF THE MANAGER AND THE TRUSTEE COVENANTS OF THE MANAGER DEALINGS AT REQUEST OF UNITHOLDERS CONTINUANCE OR RETIREMENT OF THE MANAGER AND THE TRUSTEE DUTIES OF THE TRUSTEE LIABILITY OF THE TRUSTEE ADVERTISEMENTS DURATION AND TERMINATION OF THE TRUST AND ITS SUB-FUNDS PROVISIONS ON TERMINATION OF FUND AND SUB-FUNDS STOCK EXCHANGE PRACTICES NOTICES REGISTRATION AND COPIES OF DEED MODIFICATION OF DEED AND VARIATION OF RIGHTS GOVERNING LAW AND JURISDICTION COUNTERPARTS NO RECOURSE AMOUNTS OWING TO THE TRUSTEE CBD/ / v15 2

3 CYGNUS UCITS FUNDS (the Trust ) THIS DEED is entered into on 13 February 2015 between Cygnus Asset Management SGIIC S.A. having its registered office at Suero de Quiñones 34-36, Madrid, Spain (hereinafter called the "Manager"); AND SOCIÉTÉ GÉNÉRALE S.A., acting through its Dublin Branch having its registered office at 3rd Floor, IFSC House, The IFSC, Dublin 1, Ireland (hereinafter called the "Trustee"). WHEREAS (A) The Manager and the Trustee are entering into this Deed to constitute a unit trust, which is to be authorised as an umbrella fund authorised by the Central Bank pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended) (the "Regulations"). NOW THIS DEED WITNESSETH as follows: 1.00 DEFINITIONS 1.01 Unless the subject or context otherwise requires the words and expressions following shall have the following meanings respectively, that is to say: "Accounting Date" means the date in each year by reference to which the annual accounts of each Sub-Fund shall be prepared in accordance with the requirements of the Central Bank as shall be disclosed in the Prospectus. The Manager and the Trustee, in accordance with the requirements of the Central Bank, may agree to amend the Accounting Date from time to time. "Accounting Period" means, in respect of each Sub-Fund, a period ending on an Accounting Date and commencing, in the case of the first such period on the date of the first issue of Units of the relevant Sub-Fund and, in subsequent periods, on the expiry of the preceding Accounting Period. "Administration Agreement" means the agreement dated 13 February 2015 between the Manager and the Administrator as amended, supplemented or otherwise modified from time to time. "Administrator" means Quintillion Limited or any successor thereto duly appointed by the Manager in accordance with the requirements of the Central Bank as administrator of the Trust and each Sub-Fund. "Administration Expenses" means the sums payable out of the Assets necessary to provide for all disbursements, costs, charges and expenses of every kind properly incurred by the Manager, the Trustee or any direct or indirect delegate of each of them, in connection with the Trust or any of its Sub-Funds hereunder including, but not limited to it s establishment costs, courier's fees, telecommunication costs and expenses, out-of-pocket expenses, legal, marketing and professional expenses which the Manager and/or the Trustee incurs whether in litigation on behalf of the Trust or any of its Sub-Funds or in connection with the establishment of or ongoing administration of the Trust or any of its Sub-Funds or otherwise together with the costs, charges and expenses, including translation costs, of any notices including but not limited to reports, prospectuses, listing particulars and newspaper notices given to Unitholders in whatever manner and all properly vouched fees (at normal commercial rates) and reasonable out-of-pocket disbursements, costs, charges and expenses of the Manager or Trustee and/or, where the Manager or Trustee so agrees with the relevant delegate, any direct or indirect delegate appointed by either of them, duly appointed in accordance with the CBD/ / v15 3

4 requirements of the Central Bank (where applicable) plus value added tax (if any) on any such disbursements, costs, charges and expenses. "AIMA" means the Alternative Investment Management Association. "Anti-Dilution Levy" means a provision for market spreads (the difference between the prices at which Assets are valued and/or bought or sold), duties and charges and other dealing costs relating to the acquisition or disposal of Assets of a Sub-Fund in the event of receipt for processing of net subscription or repurchase requests (as determined at the discretion of the Manager) including, without limitation subscriptions and/or repurchases which would be effected as a result of requests for switching from one Sub-Fund into another Sub-Fund, which shall be paid into the Assets of the relevant Sub-Fund. "Assets" means the Investments, cash, derivatives and all property of each Sub-Fund from time to time. "Associate" means in relation to a corporation a holding company or a subsidiary of such corporation or a subsidiary of the holding company of such corporation and means in relation to an individual or firm or other unincorporated body, any corporation directly or indirectly controlled by such person. "Auditors" means any person or firm qualified for appointment as auditor of an authorised unit trust under the Regulations appointed as auditor or auditors by the Manager. "Authorised Person" means any person who the Trustee believes in good faith to be (a) any of the individuals named (or by any person from time to time professing to be the holder of any of the offices named), as being authorised by the Manager to issue instructions to the Trustee or (b) by any person held out by or professing to have authority to act on behalf of any Investment Manager as being authorised by the relevant Investment Manager to issue instructions to the Trustee; "Base Currency" means the currency of account of a Sub-Fund as specified in the Prospectus. "Business Day" means such day or days as the Manager may determine in respect of any Sub-Fund as specified in the Prospectus. "Central Bank" means the Central Bank of Ireland or any successor regulatory authority with responsibility for authorising and supervising the Trust. "Central Bank Notices" means the notices and guidelines issued by the Central Bank in respect of UCITS from time to time affecting the Trust or any Sub-Fund. "Class" or "Class of Units" means a particular division of Units in any Sub-Fund established by the Manager pursuant to the provisions of this Deed. "Clause" means a clause of this Deed. "Dealing Day" means, in relation to any Sub-Fund, such Business Day or Business Days in each month as the Manager may from time to time determine and specify in the Prospectus provided that: (i) (ii) (iii) in the event of any changes in the Dealing Day, reasonable notice thereof shall be given by the Manager to each Unitholder at such time and in such manner as set out in the Prospectus; there shall in relation to any Sub-Fund be at least two Dealing Days per month, occurring at regular intervals; and the Net Asset Value of a Sub-Fund shall be calculated as at the Valuation Point for each Dealing Day. CBD/ / v15 4

5 "Dealing Deadline" means in relation to applications for subscription, redemption or exchange of Units in a Sub-Fund, such time as the Manager may, from time to time determine and specify in the Prospectus. "Disbursements" means all disbursements, costs, charges and expenses of every kind properly incurred by the Manager, the Trustee, or any direct or indirect delegate of each of them, in connection with the Trust and each of its Sub-Funds hereunder including, without limitation, its establishment costs, courier's fees, telecommunication costs and expenses, the remuneration (at normal commercial rates) and out-of-pocket expenses of the Manager, the Trustee or any direct or indirect delegate appointed by either of them and all legal and other professional expenses in relation to or in any way arising out of the Trust and of each of its Sub-Funds (including, without limitation, the establishment thereof) together with any value added tax liability on such disbursements, costs, charges and expenses. "Distribution Date" means where the relevant Supplement so provides, the date or dates by reference to which a distribution may at the option of the Manager be declared; "Duties and Charges" means all stamp and other duties, taxes, governmental charges, valuation fees, property management fees, agents fees, brokerage fees, margin payments, bank charges, transfer fees, registration fees and other charges whether in respect of the constitution or increase of the Assets or the creation, exchange, sale, purchase or transfer of shares or the purchase or sale or proposed purchase or sale of Investments or otherwise which may have become or will become payable in respect of or prior to or upon the occasion of any transaction, dealing or valuation, but not including, without limitation, commission payable on the issue of Units. "EEA" means the European Economic Area. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended under the laws of the United States. "EU" means the European Union. "Extraordinary Resolution" means a resolution passed by a majority consisting of 75 per cent or more of the total number of votes cast by Unitholders present in person or by proxy at a meeting of Unitholders. "Ineligible Applicant" means an ineligible applicant for Units as detailed in Clause "Investment" means a permitted investment as set out in Clause "Investment Adviser" means one or more other persons or entities appointed by the Manager or, where relevant, the Investment Manager, in accordance with the requirements of the Central Bank to provide investment advice with respect to any one or more of the Sub- Funds of the Trust. "Investment Management Agreement" means any investment management agreement between the Manager and the Investment Manager as substituted, amended, supplemented, novated or otherwise modified from time to time in accordance with the requirements of the Central Bank. "Investment Manager" means, where relevant, the entity appointed by the Manager to manage the investment and re-investment of some or all of the Assets of any one or more of the Sub-Funds of the Trust or any successor thereto appointed by the Manager in accordance with the requirements of the Central Bank. "Investment Objective and Policies" means the investment objective and policies determined by the Manager for a particular Sub-Fund as more fully set out in the Prospectus. "IOSCO" means the International Organisation of Securities Commissions. CBD/ / v15 5

6 "Manager" means Cygnus Asset Management SGIIC S.A. or any successor thereto duly appointed with the prior approval of the Central Bank as manager of the Trust and each Sub- Fund. "Member State" means a member state of the EU. "Minimum Holding" in respect of a Sub-Fund means either a holding of Units in the relevant Sub-Fund or any Class the value of which by reference to the Net Asset Value per Unit is not less than such amount as may be determined by the Manager in its absolute discretion from time to time or such minimum number of Units as the Manager may determine and set out in the Prospectus. "Minimum Initial Investment Amount" means any minimum subscription amount for each applicant for Units in any Sub-Fund or Class as set out in the Prospectus. "Net Asset Value of a Sub-Fund" means the amount determined as being-the Net Asset Value of Sub-Fund or Class of Unit for any particular Dealing Day pursuant to Clause "Net Asset Value per Unit" means the amount determined as being the Net Asset Value per Unit of a Sub-Fund or Class for any particular Dealing Day as calculated pursuant to Clause "Ordinary Resolution" means a resolution passed by a simple majority consisting of the total number of votes cast by Unitholders present in person or by proxy at a meeting of Unitholders. "Paying Agent" means one or more paying agents including but not limited to representatives, distributors, correspondent banks, or centralising agents appointed by the Manager in certain jurisdictions. "Preliminary Charge" means a subscription charge of up to 5 per cent of the subscription price of a Unit which shall be paid into the Assets of the relevant Sub-Fund. "Proper Instructions" means any written or faxed authorisation or instructions in the English language and/or any instructions transmitted by electronic communication received from an Authorised Person in accordance with Clause 2.01 (k) or by such other means as may from time to time be agreed between the parties and in the case of any electronic communication which has been subject to such test or security procedures as may from time to time be agreed between the parties hereto. "Prospectus" means the Prospectus for the time being in issue for the Trust and any relevant addendum or Supplement thereto issued in accordance with the requirements of the Central Bank. "Redemption Charge" means a redemption charge of up to 3 per cent of the redemption proceeds payable to a Unitholder, as may be further disclosed in the Prospectus. "Register" means the register referred to in Clause "Registration Number" means a number given to each Unitholder. "Regulated Market" means any stock exchange in or outside of the EEA or any market which is regulated, operates regularly, is recognised and open to the public, details of which are set out in Clause 4.02 hereto. "Regulations" means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No. 352 of 2011), as amended from time to time being in force and any rules made by the Central Bank pursuant to them. Rights means rights issues, subscription options, conversion options, elections, calls and other similar rights, opportunities and advantages applicable to the Investments. CBD/ / v15 6

7 "Securities System" shall mean a generally recognised book-entry or other settlement system or clearing house or agency which may or may not also act as a securities depository the use of which is customary for securities settlement activities in the jurisdiction(s) in which the Trustee carries out its duties under this Deed and through which the Trustee or its subcustodian may release, transfer, settle, clear, deposit or maintain Investments owned or held on behalf of a Sub-Fund and shall include any services provided by any network service provider or carriers or settlement banks used by a settlement system or clearing house or agency or securities depository. "Settlement Date" means in respect of receipt of monies for subscription for Units or dispatch of monies for the repurchase of Units, the date specified in the Prospectus. "Sub-Fund" or "Sub-Funds" means a Sub-Fund of the Trust designated by such name as the Manager may deem appropriate from time to time, the proceeds of issue of which are pooled separately and invested in accordance with the investment objectives and policies applicable to each such Sub-Fund and which is established by the Manager from time to time with the prior approval of the Central Bank. Supplement means a supplement to the Prospectus containing information relating to each Sub-Fund in the Trust. "TCA" means the Taxes Consolidation Act, 1997 as amended. Trust means Cygnus UCITS Funds, a collective investment undertaking constituted as an umbrella trust with multiple sub-trusts under each of which the property concerned is held on trust for the Unitholders and includes where the context so admits or requires the Sub-Funds; "Trustee" means Societé Générale S.A. acting through its Dublin Branch or any successor thereto approved by the Central Bank as trustee of the Trust and each Sub-Fund. "UCITS" means an undertaking for collective investment in transferable securities which is authorised under the Regulations or authorised by a competent authority in another member state of the European Union in accordance with Directive 2009/65/EC of the European Parliament and of the Council, as amended, supplemented, consolidated or otherwise modified from time to time. "Unit" means one undivided beneficial interest in the Assets of a Sub-Fund and includes any fraction of a Unit which may be further divided into different Classes. "United States" means the United States of America, (including each of the states, the District of Columbia and the Commonwealth of Puerto Rico) its territories, possessions and all other areas subject to its jurisdiction. "Unitholder" means any person holding Units or, where appropriate, holding a particular Class of Units entered on the Register maintained by the relevant Sub-Fund as being the holder for the time being of Units (including joint holders). "U.S. Person" shall have the meaning as set out in the Prospectus. "Valuation Point" means in relation to a Sub-Fund the time or times by reference to which the Net Asset Value of a Sub-Fund or Net Asset Value per Unit shall be calculated on or with respect to each Dealing Day as determined by the Manager from time to time and specified in the Prospectus Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender only shall include the feminine and neuter genders and words importing persons shall include firms, corporations, trusts, companies and incorporated and unincorporated bodies and the words "written" or "in writing" shall include printing, engraving, lithographing or other means of visible reproduction. The marginal notes and headings herein are inserted for convenience only and shall not affect the construction or interpretation hereof. References herein to "this Deed" and words of similar import shall mean this Deed and the CBD/ / v15 7

8 appendices as from time to time amended by deed expressed to be supplemental to, and made pursuant to the provisions of this Deed (as amended from time to time) CONSTITUTION OF THE TRUST 2.01 (A) The Trust: The Manager and the Trustee hereby establish the Trust as an umbrella unit trust comprising separate sub-trusts known as Sub-Funds. The Manager hereby appoints the Trustee to be and the Trustee hereby agrees to act as trustee of all of the Assets of the Trust. In accordance with the requirements of the Regulations, the Assets of each Sub-Fund shall be segregated from the assets of the Trustee or its agents or both and shall not be used to discharge directly or indirectly liabilities or claims against any other undertaking or entity and shall not be available for any such purpose. Any future new Sub-Funds may be established by the Manager and the Trustee pursuant to the provisions of this Deed. The sole object of each Sub-Fund is the collective investment in either or both transferable securities and other liquid financial assets referred to in Regulation 68 of the Regulations of capital raised from the public. Initially the following Sub-Fund is established: Cygnus Value Fund The Manager may with the prior approval of the Central Bank at any time establish an additional Sub-Fund or Sub-Funds to be designated by such name or names and for the purpose of making such investment or investments as the Manager may deem appropriate. The creation of Classes shall be notified to and cleared by the Central Bank in advance or shall be effected in accordance with the requirements of the Central Bank. A separate pool of assets will not be maintained for each Class. The Manager shall have power upon notice to the Central Bank to close any Sub- Fund by serving not less than thirty (30) days' notice of such closure on the holders of Units in that Sub-Fund (unless a shorter period of time is accepted by all such remaining holders of Units or in the reasonable opinion of the Manager a shorter period is, in the best interests of the remaining Unitholders, required due to extreme or unusual market events or conditions). The Manager shall also apply to the Central Bank for revocation of approval of any such Sub-Fund. A compulsory redemption of this nature would occur in circumstances where there is a change in investment strategy of the relevant Sub-Fund, where there is a change in the investment mandate or in such circumstances where the size of the relevant Sub-Fund is such that it is impractical to continue the Sub-Fund, or where appropriate when the Manager terminates the appointment of the Investment Manager of a Sub-Fund. The Manager may classify Units in Sub-Funds into different Classes and may, in its absolute discretion, differentiate between Classes, including, without limitation, as to the level of management fees payable in respect of each such Class, differences relating to the rates of withholding tax and tax reclaims to which all participants are entitled to benefit, voting rights, return on capital, use of derivative instruments, preliminary and/or switching charges, expenses, Minimum Holdings and Minimum Initial Investment Amount, designated currency and any other feature as may be determined by the Manager at its discretion, subject to the requirements of the Central Bank. The liabilities of a Unitholder shall be limited to the issue price of Units for which it has agreed to subscribe. By subscribing for Units, each Unitholder agrees to be bound by the provisions of this Deed. The provisions of this Deed shall also be binding on all persons claiming through the Unitholders as if such person had been party to this Deed. Where a Class of Units is denominated in a currency other than the Base Currency of the relevant Sub-Fund the Manager shall at the time of creation of such Class or at a later date determine if such Class of Units shall be hedged or CBD/ / v15 8

9 (B) (C) (D) unhedged. Notwithstanding anything contained in this Deed, the costs and gains/losses of any hedging transactions relating to a hedged Class of Units shall accrue solely to the Unitholders in such Class and shall not form part of the Assets of the relevant Sub-Fund or constitute a liability of the relevant Sub-Fund. Any currency hedging transaction relating to a hedged Class of Units shall be valued in accordance with the provisions of Clauses (D) and (L) and shall be clearly attributable to the specific Class of Units. Where the Manager so determines, notwithstanding anything contained in this Deed, the Net Asset Value per Unit and the distributions payable on Units within a Class may be adjusted to reflect the fair value in the context of currency, marketability, dealing costs and/or such other consideration which are deemed relevant. Constitution of Assets: The Assets of each Sub-Fund shall initially be constituted out of the proceeds of the issue by the Manager of the first Units of the Sub-Fund or one or more Classes of the relevant Sub-Fund and shall thereafter be constituted out of the proceeds of subsequent issues of Units and the Investments, cash and other property held or received by or on behalf of the Trustee for the account of the relevant Sub-Fund. Management of Assets: The Assets of each Sub-Fund shall be managed and administered by the Manager solely and exclusively in the interests of Unitholders in accordance with the provisions of this Deed and the Prospectus. The Manager shall determine the Investment Objective and Policies applicable to each Sub-Fund. The powers of the Manager shall include, but not be limited to, the purchase, sale, subscription, exchange and receipt of Investments and other property permitted by the Regulations and the exercise of all rights attaching directly or indirectly to the Assets of each Sub-Fund and, in its capacity as manager of the Trust and its Sub-Funds, the Manager may contract on behalf of the Trust and its Sub-Funds. In this regard, the Manager shall be entitled to retain or delegate to the Investment Manager the investment and re-investment of the Assets of the relevant Sub-Funds. The Manager is also responsible for preparing accounts, executing redemption of Units and calculating the Net Asset Value per Unit. In this regard, however, the Manager has appointed the Administrator to carry out these duties. The Manager may also appoint an Investment Manager to provide the Manager with assistance in connection with the management and operation of the Trust, including, without limitation, the appointment and termination of the services of an Investment Adviser (if any) and determination of the range of asset classes which may be invested in by the Trust. The Manager was incorporated in Spain on 27 October 2006 as a public limited company. The Manager is approved to act as a manager to UCITS by the Comisión Nacional del Mercado de Valores in Spain, being registered by the Comisión Nacional del Mercado de Valores under registration number 213, and it has passported its services to Ireland under the freedom of services provisions of the UCITS Directive. Custody of Assets: The Trustee shall be responsible for the safekeeping of all the Assets of the Trust and each Sub-Fund entrusted to the Trustee or its delegates in accordance with and subject to the terms of the Regulations and this Deed. The duties of the Trustee are set out at Clause The Manager hereby undertakes to transfer to the Trustee, forthwith on receipt thereof by it or any of its delegates, any sums (less any Preliminary Charge) received by it representing subscription applicant money for Units and cash and all payment of income, principal or capital distribution received by it in relation to the Investments of the Trust from time to time. CBD/ / v15 9

10 (E) All registrable Investments held by the Trustee on behalf of a Sub-Fund (other than bearer securities) shall be registered in the name of the Trustee or that of its subcustodian (or any subsequent delegate or nominee thereof) or a nominee, or in the name of the relevant Sub-Fund only as may in the circumstances be necessary or appropriate provided that (i) the Trustee shall satisfy itself that registration in such manner is standard market practice in the market in question and (ii) the Investments so registered may not be assigned, transferred, exchanged or delivered without the prior authorisation of the Trustee or its sub-custodian or such a nominee. The Trustee shall ensure that the Investments held by the Trustee on behalf of a Sub- Fund are segregated from the proprietary assets of the Trustee and any subcustodian appointed by it pursuant to Clause and shall not be used to discharge directly or indirectly liabilities or claims against any other undertaking or entity and shall not be available for any such purpose. In the case of Investments held by a nominee or sub-custodian of the Trustee or a Securities System, Investments shall be evidenced by a credit to the relevant Sub-Fund s account in the books of the Trustee. The Trustee shall establish on its own books in the name of each Sub-Fund a cash account or accounts for the deposit of cash from time to time received by the Trustee for the account of that Sub-Fund. Any additional cash accounts and other accounts to be opened pursuant to Proper Instructions for or on behalf of a Sub-Fund shall generally be opened in the name of the Trustee in its capacity as trustee of the Trust. Any such account may only be opened in the name of the Trust or a Sub-Fund if that account is subject only to drawings, instructions and orders by the Trustee. Any amounts so deposited by the Trustee in such accounts shall represent a debt due by the relevant bank to the Trustee in respect of the relevant Sub-Fund and, subject to Clause below, the Trustee will not be liable for any loss suffered by the Sub- Fund or any Unitholder as a result of the default of such bank. Provisions relating to each Sub-Fund: The following provisions shall apply to each Sub-Fund established from time to time by the Manager: (i) (ii) (iii) (iv) the records and accounts of each Sub-Fund shall be maintained separately for accounting purposes in the Base Currency of that Sub-Fund; the proceeds from the issue of Units of a Sub-Fund or each Class of a Sub- Fund (excluding any initial, preliminary or service charge, if any) shall be applied in the records and accounts of the relevant Sub-Fund and the Assets and liabilities and income and expenditure attributable thereto shall be applied to the correct Sub-Fund. Any Assets, liabilities, income or expenditure within a Sub-Fund specifically attributable to a Class shall be, separately identified in the records and accounts of the Sub-Fund as attributable to the relevant Class and shall in calculating the Net Asset Value attributable to the relevant Class be duly added thereto or deducted therefrom; where any Asset is derived from any other Asset (whether cash or otherwise), such derivative asset shall be applied in the records and accounts of the same Sub-Fund as the Asset from which it was derived and on each re-valuation of an Asset the increase or diminution in value shall be applied to the relevant Sub-Fund; in the case of any Asset (or amount treated as a notional asset) which the Manager does not consider as attributable to a particular Sub-Fund or Sub- Funds, the Manager shall have discretion to determine the basis upon which any such Asset shall be allocated between Sub-Funds (including, without CBD/ / v15 10

11 limitation conditions as to the subsequent re-allocation thereof if circumstances so permit) and the Manager shall have the power at any time and from time to time, subject to the approval of the Trustee, to vary such basis provided that the approval of the Trustee shall not be required in any case where the asset is allocated between all Sub-Funds pro rata to their Net Asset Values at the time when the allocation is made; (v) (vi) where hedging strategies are used in relation to a Class, the financial instruments used to implement such strategies shall be deemed to be assets or liabilities (as the case may be) of the relevant Sub-Fund as a whole but the gains/losses on and the costs of the relevant financial instrument shall accrue solely to the relevant Class; each Sub-Fund shall be charged with the liabilities, expenses, costs, charges or reserves in respect of, or attributable to, that Sub-Fund. In the case of any liability of the Trust (or amount treated as a notional liability) which the Manager does not consider as attributable to a particular Sub-Fund or Sub- Funds, the Manager shall have discretion to determine the basis upon which any liability shall be allocated between Sub-Funds (including, without limitation, conditions as to the subsequent re-allocation thereof if circumstances so permit) and shall have the power at any time and from time to time, subject to the prior approval of the Trustee, to vary such basis provided that the approval of the Trustee shall not be required in any case where the liability is allocated between all Sub-Funds pro rata to their Net Asset Values at the time when the allocation is made; and (F) (G) (vii) the Assets of each Sub-Fund shall belong exclusively to that Sub-Fund, shall be recorded in the books and records maintained by the Trustee for the Sub- Fund as being held for that Sub-Fund and segregated from the Assets of other Sub-Funds, the Trustee or any of its agents, shall not be used to discharge directly or indirectly the liabilities of or claims against any other Sub-Fund, undertaking or entity and shall not be available for any such purpose. Binding nature of terms and conditions The terms and conditions of this Deed shall be binding on each Unitholder and all persons claiming through him as if he had been a party hereto. Release, Transfer, Exchange or Delivery of a Sub-Fund's Assets The Trustee shall arrange for release, transfer, exchange or deliver or authorise the release, transfer, exchange or delivery of any Investments or other Assets of a Sub- Fund (excluding cash) maintained in the Trustee s custodial network only in the following cases and only on the receipt of Proper Instructions: (i) (ii) (iii) upon the sale of such Investments or other Assets for the account of the relevant Sub-Fund in accordance with prevailing market practice; in the case of a sale effected through a Securities System, in accordance with the regulations or customary practice thereof; for exchange or conversion pursuant to any plan of merger, consolidation, recapitalisation, reorganisation, refinancing, sale of assets or readjustment of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; CBD/ / v15 11

12 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) in the case of warrants, rights or similar securities, upon the surrender thereof on the exercise of such warrants, rights or similar securities; when such Investments or other property are called, redeemed, retired or otherwise become payable on a discretionary basis; for delivery as collateral in respect of any borrowing entered into on behalf of a Sub-Fund, provided that the Trustee shall not be responsible for Assets transferred or delivered to any third party for such purpose and provided always that the value of Assets so delivered is the minimum amount required by any third party pursuant to the terms on which borrowings have been advanced to the relevant Sub-Fund to secure or continue the borrowings as appropriate and further provided that any such release and delivery is in accordance with the requirements of the Central Bank; as requested in connection with any margin, collateral or similar requirement under a financial derivative transaction or otherwise; upon receipt of payment in connection with any repurchase agreement or in connection with stock lending transactions entered into for the account of a Sub-Fund for efficient portfolio management purposes; in connection with any brokerage arrangements entered into by the Manager on behalf of a Sub-Fund from time to time subject to the requirements of the Central Bank; for any other purpose permitted by this Deed where the Proper Instructions specify the Investments or the Assets to be delivered, set forth the purpose for which such delivery is to be made and name the person or persons to whom delivery of such securities or financial instruments should be made; and as requested by any replacement Trustee, as may be appointed from time to time with the approval of the Central Bank and in accordance with this Deed. (H) Payment of a Sub-Fund s Monies Subject to its right to deduct its remuneration and expenses, the Trustee shall arrange to pay out moneys of a Sub-Fund, from such cash as are freely available in accounts maintained by the Trustee on behalf of the relevant Sub-Fund in the Trustee s custodial network upon receipt of Proper Instructions in the following cases only: (i) (ii) (iii) upon purchase for the account of a Sub-Fund of Investments and only against delivery of such Investments provided that, in the case of Investments in respect of which payment is required to be made prior to allotment, or in order to comply with prevailing market practice with respect to settlement procedures, payment may be made prior to delivery of the Investments. The Trustee shall not be liable for losses arising out of effecting delivery or payment against an expectation of receipt, save where such delivery or payment was contrary to market practice; in connection with the subscription for, conversion, exchange or surrender of Investments; in connection with the redemption of Units in the relevant Sub-Fund; CBD/ / v15 12

13 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) for the payment of any expense or liability incurred or payable on behalf of the relevant Sub-Fund, including but not limited to, the following payments for the account of the relevant Sub-Fund: interest, taxes, management, registration, audit, secretarial, accounting fees, the Manager s fees, the Trustee's fees, the Administrator s fees, the fees payable to any Investment Manager or Investment Adviser, legal fees, Administration Expenses, Disbursements, distributions and Duties and Charges and all other operating fees and expenses of the relevant Sub-Fund, whether or not such expenses are to be in whole or in part capitalised or treated as deferred expenses; for the payment of any dividends declared and payable on any Units of the relevant Sub-Fund, pursuant to this Deed or other governing documents of the Trust; as requested in connection with any margin, collateral or similar requirement provided that the Trustee shall not be responsible for cash transferred to any third party for such purpose; in the case of a purchase of Investments effected through a Securities System, upon receipt of advice from the Securities System that such securities have been transferred to the account of the Trustee or its authorised agent with the Securities System; or for payments in connection with any stock lending transactions or repurchase agreements entered into for the account of a Sub-Fund for efficient portfolio management purposes; or as requested by any replacement Trustee, as may be appointed from time to time with the approval of the Central Bank; or in connection with any brokerage arrangements entered into by the Manager on behalf of a Sub-Fund from time to time subject to the requirements of the Central Bank; for any other purpose permitted by this Deed, upon the receipt of Proper Instructions which specify the amount of such payment, set forth the purpose for which such payment is to be made and name the person or persons to whom such payment is to be made and provided that such purpose is authorised by this Deed. (I) Instructions: The Trustee shall be entitled to act on Proper Instructions received in accordance with this Clause 2.01(K) in relation to the Investments. The Trustee shall accept Proper Instructions and shall act on them on the basis and provided as follows:- (i) (ii) Proper Instructions shall continue in full force and effect until cancelled or superseded; the Trustee may treat any apparent Proper Instructions as new Proper Instructions unless they are clearly indicated to be confirmations of earlier Proper Instructions; CBD/ / v15 13

14 (iii) (iv) (v) (vi) (vii) if any Proper Instructions are incomplete, unclear, in conflict with other Proper Instructions or are not given in the form consistently used by Authorised Persons, the Trustee may in its absolute discretion and without any liability on its part, refuse to act on such Proper Instructions until any incompleteness, lack of clarity, conflict or inconsistency has been resolved to its satisfaction; the Trustee may refuse to act on Proper Instructions without any liability on its part where such Proper Instructions are not communicated prior to any deadlines agreed between the parties from time to time; Proper Instructions shall be carried out subject to the rules, operating procedures and market practice of any relevant stock exchange or market, Securities System or sub-custodian ( Rules ). The Trustee may refuse to carry out Proper Instructions if in the Trustee s reasonable opinion they are contrary to any Rules or any applicable law, or other regulatory or fiscal requirements but it is under no duty to investigate whether any such Proper Instructions comply with any Rules or any applicable law, or other regulatory or fiscal requirements. Nonetheless, the Trustee shall be entitled in its absolute discretion to amend Proper Instructions so that they comply with applicable Rules; any Proper Instructions (notwithstanding any error in the transmission thereof or that such Proper Instructions may not be genuine), shall, be conclusively deemed to be valid Proper Instructions from the Trust to the Trustee if believed by the Trustee to be genuine, provided however the Trustee may in its discretion decline to act upon any Proper Instructions where the Trustee has reasonable grounds for concluding that the same has not been accurately transmitted or are not genuine. The relevant Sub-Fund shall be responsible for any loss, claim or expense incurred by the Trustee for following or attempting to follow the Proper Instructions; the Trustee shall be under no duty to challenge or make any enquiries concerning valid Proper Instructions or apparently valid Proper Instructions. Subject to Clause 24.00, provided that the Trustee acts in accordance with this Clause and that the Trustee notifies the Manager promptly of a refusal to effect any transaction pursuant to this Clause and the reasons therefor, it shall incur no liability in respect of acting or failing to act on Proper Instructions. (J) Corporate Actions and Proxies: Save where restrictions may be imposed by law, local market regulations or the issuer of the relevant Investments, the Trustee or its duly authorised sub-custodian will advise the Manager or the Investment Manager (as appropriate) of any Rights communicated to the Trustee or such sub-custodian which may be derived from the Investments. In the absence of Proper Instructions the Trustee or such sub-custodian will take no action. The Trustee shall not be required to make payment in respect of any Rights or otherwise except out of assets held by the Trustee for the account of the relevant Sub-Fund. If any fractional entitlement arises in relation to any Investment held by the Trustee for the account of a Sub-Fund, the Trustee is authorised to sell such fraction and credit CBD/ / v15 14

15 the proceeds to the account of the relevant Sub-Fund unless otherwise directed pursuant to Proper Instructions. The Trustee shall promptly deliver to the Manager or in accordance with the Manager s direction all proxies applicable to the Trust or a Sub-Fund, all proxy soliciting materials and all notices relating to Investments and shall, on receipt of Proper Instructions and subject to the following provisions of this Clause as to the provision of the proxy voting service, exercise any voting Rights in accordance with those Proper Instructions. For the avoidance of doubt, the Trustee shall only exercise Rights in respect of the Investments upon receipt of Proper Instructions. If information is received by the Trustee too late to permit timely voting by the Trustee, the Trustee s only obligation will be to provide, so far as reasonably practicable, a notification (or summary information concerning a notification) on an information only basis. The proxy voting service is available only in certain markets, details of which are available from the Trustee on request. Provision of the proxy voting service is conditional upon receipt by the Trustee of a duly completed enrolment form as well as additional documentation that may be reasonably required by the Trustee including documentation specific to certain markets. In markets where the proxy voting service is not available or where the Trustee has not received a duly completed enrolment form or other relevant documentation, the Trustee will not provide notifications to the Manager but will endeavour to act upon Proper Instructions to vote on matters before meetings of holders of Investments where it is reasonably practicable for the Trustee (or its sub-custodians or nominees as the case may be) to do so and where such Proper Instructions are received in time for the Trustee to take timely action. The Manager acknowledges that the provision of proxy voting services may be precluded or restricted in a variety of circumstances. These circumstances include, but are not limited to: (i) the Investments being out or on loan for registration; (ii) the pendency of conversion or another corporate action; (iii) Investments being held in a margin or collateral account at the Trustee or another bank or broker, or otherwise in a manner which affects voting; (iv) local market regulations or practices, or restrictions by the issuer; and (v) the Trustee may be required by law to vote all shares held for a particular issue for all of the Trustee s customers on a net basis (i.e. a net yes or no vote based on voting instructions received from all its customers). Where this is the case, the Trustee will inform the Manager by means of the notification. The Manager hereby agrees to and shall execute such representations, disclaimers or warranties as the Trustee, any sub-custodian, or issuer may reasonably require, or which may otherwise be required pursuant to any law, regulation or local market requirement in connection with any matter relating to any Right in respect of the Investments. CBD/ / v15 15

16 3.00 UNITHOLDERS AND ISSUE OF UNITS 3.01 The Manager shall have the exclusive right to effect for the account of the relevant Sub-Fund or Sub-Funds the creation and issue of such number of Units as the Manager may, at its sole discretion, from time to time determine for cash (or in kind) at prices ascertained in accordance with the following provisions of this Clause. The Trustee must create Units upon the terms of this Deed and upon receipt of Proper Instructions provided that the Trustee may refuse to create Units if it is of the opinion that it is not in the interests of Unitholders for such Units to be created Every Unit shall be issued as a Unit in a Sub-Fund or a Class and shall be identified by name as such. Upon the issue of a Unit, the Manager shall allocate the proceeds of such issue to the appropriate Sub-Fund No Unit shall confer any specific interest or share in any particular part of the Assets of a Sub- Fund but shall rather provide a proportionate interest in all the Assets of a Sub-Fund The liability of each Unitholder shall be limited to the issue price of Units for which he has agreed to subscribe. Except to the extent expressly provided for in this Deed, no Unitholder shall incur or assume any liability or be required to make any payment to the Trustee or the Manager in respect of the Units held by it No voting rights shall attach to the Units and no meetings of Unitholders shall be held other than such meetings as the Manager may determine at its absolute discretion where each Unit shall have such voting rights as the Manager may determine at its absolute discretion. All meetings of Unitholders shall be held in accordance with the provisions of Schedule I. Neither the Unitholders nor their heirs or successors shall have rights with respect to the representation and management of the Trust or any Sub-Fund and their death, incapacity, failure or insolvency shall have no effect on the existence of the Trust or any Sub-Fund Each Unit is indivisible with respect to the rights conferred on it The Manager shall, before the initial issue of Units in any Sub-Fund, determine the time and terms upon which the initial allotment of Units of that Sub-Fund shall be made Any subsequent issue of Units shall be effected at a price equal to the Net Asset Value per Unit of the relevant Class on the Dealing Day on which Units are to be issued. An Anti-Dilution Levy on subscription monies may be charged and paid to the relevant Sub-Fund to cover dealing costs and to preserve the value of the underlying assets of the Sub-Fund The Manager shall be entitled to impose a Preliminary Charge which it may retain for its absolute benefit and shall not form part of the deposited property of the relevant Sub-Fund and the Manager may at its sole discretion waive such fees or commissions or differentiate between applicants as to the amount of such fees and commissions within the permitted parameters Units will be issued effective on the Dealing Day on which they are purchased Any person applying for Units shall complete an Application Form as the Manager may from time to time prescribe and shall comply with such conditions as may be prescribed by the Manager which may include the provision of such information and / or declarations as the Manager may require as to the status, residence and / or identity of an applicant. All applications must be received by the Manager or its delegate at its place of business for the purpose of this Deed by such time as may be specified in the Prospectus. Any application received after the time so specified shall be deemed to have been made in respect of the Dealing Day next following the relevant Dealing Day provided that the Manager shall have discretion, in exceptional circumstances, to accept any application received after such time but prior to the relevant Valuation Point. Applications for Units shall (save as otherwise determined by the Manager in its absolute discretion) be irrevocable. The Manager shall have absolute discretion to accept or reject in whole or in part any application for Units without CBD/ / v15 16