CARADOR INCOME FUND PLC

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO CARADOR INCOME FUND PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the contents of this Circular or the action you should take, you are recommended to seek immediately your own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the UK Financial Services and Markets Act 2000 if in the United Kingdom or otherwise regulated under the laws of your own country. This document has not been reviewed by the Central Bank of Ireland (the "Central Bank"). If you have sold or otherwise transferred all of your shares ("Shares") in the Company please send this Circular together with the accompanying proxy appointment form (the "Proxy Appointment Form") at once to the purchaser or transferee of such Shares, or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. This Circular should be read as a whole. Your attention is drawn in particular to the letter from the Chairman of the Company which is set out on pages 3 to 7 of this Circular and which recommends that you vote in favour of the resolutions to be proposed at the annual general meeting of the Company (the "AGM") referred to in this Circular (the "Resolutions"). Your attention is also drawn to the section entitled "Action to be Taken" on page 6 of this Circular. CARADOR INCOME FUND PLC Shareholder Circular in relation to Notice of Annual General Meeting The proposals described in this Circular are conditional on Shareholder approval at the AGM. The AGM will be held at the offices of State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2 at 3.00 p.m. (Irish time) on 22 June The notice ("Notice") and Proxy Appointment Form in respect of the AGM are set out at the end of this Circular. The Proxy Appointment Form must be lodged at the office of the Company Secretary, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2, Ireland for the attention of Ms Ciara Timon or return it by fax (fax no ) at least 48 hours before the commencement of the meeting. Completion of a Proxy Appointment Form will not preclude a Shareholder from attending, speaking and voting in person at the AGM. 29 April

2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS* Date of the Notice 29 April 2016 Latest time and date for receipt of Proxy Appointment Forms Annual General Meeting 20 June 2016 at 3.00 p.m. 22 June 2016 at 3.00 p.m. * References to times in this Notice are to Irish times unless otherwise stated. 2

3 CARADOR INCOME FUND PLC (the "Company") LETTER FROM THE CHAIRMAN Werner Schwanberg (Chairman) Fergus Sheridan Adrian Waters Edward D Alelio Nicholas Moss Registered Office: 78 Sir John Rogerson s Quay Dublin 2 Ireland To the Shareholders Dear Sir or Madam 29 April 2016 ANNUAL GENERAL MEETING INTRODUCTION I am pleased to be writing to you with details of our AGM which will be held at the offices of State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2 at 3.00 p.m. (Irish time) on 22 June The purpose of this letter is to explain the business to be considered at the AGM (the "Resolutions"). The proposed Resolutions are: 1. to receive and consider the directors report and the financial statements of the Company for the year ended 31 December 2015 and the report of the auditors thereon (the "Annual Report"); 2. to re-appoint KPMG as auditors of the Company; 3. to authorise the directors to fix the remuneration of the auditors of the Company; 4. to re-elect Mr Edward D Alelio as a director of the Company; 5. to re-elect Mr Werner Schwanberg as a director of the Company; 6. to re-elect Mr Fergus Sheridan as a director of the Company; 7. to re-elect Mr Adrian Waters as a director of the Company; 8. to grant authority to the directors to allot a specified number of shares; 9. to grant authority to the directors to allot the shares referred to in item 8 above without having previously to offer such shares to shareholders on a pre-emptive basis; and 10. to adopt the constitution of the Company in the form presented to the annual general meeting to the exclusion of the existing memorandum and articles of association of the Company. Further details regarding each of the Resolutions are set out below. ANNUAL REPORT AND FINANCIAL STATEMENTS Resolution 1, which is an ordinary resolution, seeks Shareholder consideration of the Annual Report for the year ended 31 December The Annual Report provides a detailed overview of the Company's performance over the financial year ended 31 December 2015 and a projected outlook for the present financial year. Shareholders will be given the opportunity to ask questions about the Annual Report at the AGM before being invited to receive and consider the Annual Report. RE-APPOINTMENT AND REMUNERATION OF THE AUDITORS Resolutions 2 and 3, which are ordinary resolutions, seek to re-appoint KPMG as the Company's auditors and to authorise the Directors to determine the auditors' remuneration. 3

4 In accordance with Article 33 of the Articles of Association of the Company, shareholders are required to approve the appointment of the Company s auditors each year to hold office until the next annual general meeting of the Company and to give Directors the authority to determine the auditors remuneration. KPMG have expressed their willingness to continue as auditors to the Company. RE-ELECTION OF THE DIRECTORS Resolutions 4 to 7, which are ordinary resolutions, propose that Mr Edward D Alelio, Mr Werner Schwanberg, Mr Fergus Sheridan and Mr Adrian Waters each be re-elected as Directors of the Company. As Mr D'Alelio is not considered to be an independent director for the purposes of the listing rules of the UK Listing Authority (the Listing Rules ), in accordance with the provisions of the UK Corporate Governance Code and the Listing Rules, he is subject to re-election as a Director on an annual basis. As Mr Schwanberg, Mr Sheridan and Mr Waters have each now served as Directors of the Company for 9 years or more, in accordance with the provisions of the UK Corporate Governance Code, they are each subject to re-election as Directors on an annual basis. In accordance with the provisions of the UK Corporate Governance Code, Mr. Nicholas Moss is subject to re-election as a Director of the Company at least every 3 years, and he was re-elected as a Director at the AGM in The Board reviewed the independence, contributions and performance of each of the Directors during the Board performance evaluation that was undertaken during the year (the "Performance Evaluation"), and the Board believes that it is the best interests of the Company for Mr Edward D Alelio, Mr Werner Schwanberg, Mr Fergus Sheridan and Mr Adrian Waters to be proposed for re-election. Following the Performance Evaluation, the Board confirms that the contributions made by each of the Directors offering themselves for re-election at the AGM continue to be effective and that the Company should support their re-election. Notwithstanding that each of Mr Werner Schwanberg, Mr Fergus Sheridan and Mr Adrian Waters have been directors for more than 9 years, the Board believes that each remains independent from the Company s investment manager. Other than acting as a Director of the Company, none has any relationship with the Company s investment manager and each demonstrates independence through challenging the Company s investment manager at the Company s regular board meetings. No Director has a service contract with the Company; each Director has entered into a letter of engagement with the Company setting out the terms of his appointment, copies of which are available for review by the Shareholders of the Company and which will be available at the AGM. Biographical information on the Directors proposed for re-election is set out below: Mr D Alelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments, Boston where be retired in He served on both the Management Committee and Investment Policy Committee of Putnam Investments. He recently joined the board of Owl Head corp. It is a newly formed business development corp., headquartered in NYC. It is currently a non-listed entity. He currently is an Executive in Residence with the School of Management, University of Massachusetts Boston. He is chair of the investment committee of the University of Massachusetts Foundation. He is also chair of the University of Massachusetts Memorial Hospital investment committee and serves on the corporate board. He is a corporate director of Engage Inc. and Vermont Farmstead Cheese, and he is on the board of Blackstone / GSO Long Short Credit Income Fund, Blackstone / GSO Strategic Credit Fund, Blackstone Real Estate Income Fund and Blackstone / GSO Senior Floating Rate Term Fund. Mr D Alelio was formerly on the corporate boards of Archibald Candy, Doane Pet Care, Trump Entertainment Resorts, Bluewater Inc, and Carespace.com. He is a graduate of the University of Massachusetts Boston and has an MBA from Boston University. Mr Schwanberg is Managing Director of WGZ BANK Ireland plc. He began his career with Westdeutsche Landesbank GZ, Münster, Germany in the early 1970s, working subsequently with Lloyds Bank and Volksbank Greven, before joining the audit division of Dresdner Bank AG, Frankfurt-am-Main in In 1991 he moved to Ireland with the Dresdner Bank Group as head of client relations for Dresdner Asset Management Ireland Ltd. He was also responsible for bond issues at Dresdner s Irish corporate finance subsidiary and head of credit in the corporate lending subsidiary, Dresdner Bank (Ireland) plc. In 1998 Mr Schwanberg was appointed managing director of Dresdner Bank (Ireland) plc, a position he held until December Mr Schwanberg is a Chartered Director and member of the Institute of Directors in Ireland and the UK. He is a council member and former President of the German Irish Chamber of Industry and Commerce. Mr Sheridan has been managing director of Strategic Risk Management Limited, an independent consultancy practice, since leaving Irish Life Assurance in As corporate treasurer for the Irish Dairy Board between 1973 and 1988, Mr Sheridan developed currency, counterparty risk management and funding/interest rate risk management strategies for what was Ireland s largest industry. In 1988, he joined Irish Life Assurance as head of treasury and a member of the investment policy board, also taking direct responsibility for the fixed interest investment team in Mr Sheridan is both a Fellow of the Chartered Institute of Management Accountants and of the UK Association of Corporate Treasurers; and he advises both domestic and international clients on 4

5 corporate governance, risk management and policy implementation. He was a founding director of The Corporate Governance Association of Ireland. Mr Waters is a Fellow of The Institute of Chartered Accountants in Ireland and of The Institute of Directors. He is a Chartered Director (UK Institute of Directors) and he specializes in risk management and governance. He has over 20 years experience in the funds industry. He is a director of several other investment funds. From 1993 to 2001, he held various executive positions within The BISYS Group, Inc. (now part of the Citi Group), including Chief Executive Officer of BISYS Fund Services (Ireland) Limited and finally as Senior Vice President Europe for BISYS Investment Services out of London. From 1989 to 1993, he was employed by the Investment Services Group of PricewaterhouseCoopers in New York and prior to that by Oliver Freaney and Company, Chartered Accountants, in Dublin. Mr Waters holds a Bachelor of Commerce degree and a Post Graduate Diploma in Corporate Governance both received from University College Dublin in 1985 and 2005, respectively. Additionally, in 2013, he has received a Master of Science degree in Risk Management from the Stern Business School at New York University. ALLOTMENT OF SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS Resolutions 8 and 9, which are proposed as an ordinary resolution and special resolution respectively, seek to authorise the Directors to allot and issue up to 54,325,334 Shares being 10 per cent. of the shares in issue as of 28 April 2016 (the latest practicable date prior to publication of this letter) (or, if lower, such number of Shares as represent 10 per cent. of the Shares in issue at the date of the AGM) on a non pre-emptive basis. The Directors require specific authority from Shareholders before allotting new Shares without first offering them to existing Shareholders in proportion to their holdings, as set out in Article 9 of the Articles of Association of the Company. The Company does not at the current time hold any Shares in treasury. This authority will expire at the conclusion of the next annual general meeting of the Company, unless previously renewed, varied or revoked by the Shareholders in general meeting. The Board feels that this authority is appropriate and customary for a closed-ended investment fund such as the Company. Any Shares will only be issued at, or at a premium to, the latest published net asset value per Share. ADOPTION OF THE CONSTITUTION OF THE COMPANY Resolution 10 is proposed as a special resolution, to adopt the constitution of the Company in the form presented to the annual general meeting to the exclusion of the existing memorandum and articles of association of the Company. The Companies Act 2014 (the 2014 Act ) adopts a new approach in regard to the articles of association of Irish companies. Instead of making provisions for a model set of articles of association as was done with Table A in the Companies Act 1963, the 2014 Act now contains specific sections which apply to all companies unless the articles of association specifically exclude them. As these provisions deal with matters which are already specified in the Company s existing articles of association, it is necessary to include a new provision in article 2 in order to disapply these optional sections of the 2014 Act. It is proposed to disapply almost all of the optional provisions. A summary of each of the sections that it is proposed to disapply is set out in Appendix I to this letter. Three optional provisions of the 2014 Act will not be disapplied, namely: section 43(3), which is necessary to enable the directors to appoint a person to use the seal; (ii) section 158 which relates to the general power of management of the Company; and (iii) section 181(1)(b) which amends the length of notice of extraordinary general meetings to not less than seven days. There are also changes to a number of articles to amend the statutory references in order to ensure that they are consistent with the corresponding provisions in the 2014 Act and to ensure that new expressions or terms used in the 2014 Act are reflected in the articles of association so as to avoid any possible confusion that this could otherwise cause. Some additional housekeeping changes are also proposed to the articles of association as the AGM presents an opportunity to consider making additional changes to bring the document up to date with current Irish requirements. The various proposed changes are described in more detail below. A copy of the Company s revised memorandum and articles of association, blacklined to show the proposed amendments is set out in Appendix II to this letter and will be available for inspection at the offices of State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2, Ireland from the date of dispatch of this letter until the close of business on the Business Day in Ireland before the AGM and will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting. Ability to distribute Shareholder communications electronically It is proposed to amend the articles of association to provide the Company with greater flexibility in the way in which it distributes Shareholder communications. The proposed amendment allows the Company to distribute any notice, financial statements or other document required to be sent to Shareholders by or by the publication of the 5

6 notice, financial statements or other documents on a website (as well as by post or courier as is currently permitted). This proposed amendment is intended to allow the Company the flexibility to provide the financial statements to Shareholders by or by posting them on a website. Please note that it is only intended that the website will be used for the publication of the financial statements as the financial statements are typically large documents and it is easier, quicker and also less costly for the Company for these to be provided to Shareholders via the website. The other ways in which notices or other documents are distributed to Shareholders using the post, couriers or will continue to be used for all notices of general meetings and other Shareholder communications. The consent of a Shareholder will be required in order for any documents to be sent by or via the website. The proposed amendment to the articles of association provides that this consent shall be deemed to have been satisfied by a Shareholder subscribing for or holding Shares. However, the articles of association also provide that a Shareholder has the ability to revoke this deemed consent at any time by giving 30 days prior written notice to the Company of the fact that the Shareholder does not want to receive the documents via or a website. Also, Shareholders will continue to have the right to request a hard copy of the financial statements from the Company at any time and which will be provided free of charge. Ability to convert to an Irish Collective Asset-management Vehicle ( ICAV ) The Irish Collective Asset-management Vehicles Act 2015 came into effect on 12 March 2015 and provides for the establishment of the Irish collective asset-management vehicle ( ICAV ), a new Irish corporate investment fund vehicle. It is proposed to amend the memorandum of association to provide for the ability to convert the structure of the Company from a public limited company to an ICAV, subject to the requirements of the Central Bank and applicable law. The inclusion of this new power is facilitative and is now routinely included in the memorandum of association of Irish funds. It is not currently intended to convert the structure of the Company to an ICAV. In the event that it is proposed to avail of the ability to convert to an ICAV, such conversion would require the prior approval of Shareholders. The proposed amendments to the Company s memorandum and articles of association will not result in any material changes to the manner in which the Company currently operates. Accordingly, as all of the changes are intended to preserve the status quo, it is not considered necessary to vote separately on each proposed amendment to the memorandum and articles of association. RESOLUTIONS AND AGM The Notice convening the AGM to be held at 3.00 p.m. (Irish time) on 22 June 2016 is set out at the end of this Circular. The quorum for the AGM will be two Shareholders present and entitled to vote in person or by proxy. If within 30 minutes of the time appointed for the AGM a quorum is not present, the AGM shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Board may determine and no notice of such adjourned meeting need be given unless the meeting is adjourned for fourteen days or more. Resolutions 1 to 8 of the Resolutions to be voted on at the AGM are ordinary resolutions; Resolutions 9 and 10 are special resolutions. For an ordinary resolution to be passed, it must be approved by more than 50 per cent. of votes cast by the Shareholders present at the AGM in person or by proxy. For a special resolution to be passed, it must be approved by a majority of not less than 75 per cent. of votes cast by Shareholders present at the AGM in person or by proxy. ACTION TO BE TAKEN Whether or not you intend to attend the AGM, you should ensure that your Proxy Appointment Form is returned to Company Secretary, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2, Ireland for the attention of Ms Ciara Timon or return it by fax (fax no ) at least 48 hours before the commencement of the meeting. Completion of a Proxy Appointment Form will not preclude a Shareholder from attending, speaking and voting in person at the AGM. 6

7 RECOMMENDATION The Board considers that the proposed Resolutions are in the best interests of the Company and its Shareholders as a whole. The Board accordingly recommends that Shareholders vote in favour of the Resolutions to be proposed at the AGM. Yours faithfully, Werner Schwanberg Chairman 7

8 APPENDIX I Explanation of Companies Act 2014 Amendments to the Memorandum and Articles of Association Companies Act 2014 Provision Clause / Article in the Memorandum and Articles of Association Subject Matter Explanation of Proposed Amendment / Reason for Disapplication N/A Articles 1, 2, 21 and 33 Definitions, Preliminary, Proceedings at General Meetings, Audit. Section 65 N/A Power to convert shares in the Company to stock. References to sections in existing Irish company law to be updated to refer to the corresponding provisions in the 2014 Act. This is not applicable for an investment company such as the Company and has been disapplied. Sections 77 to 81 N/A The making of calls in respect of unpaid amounts due on shares issued by the Company. This is not applicable for an investment company such as the Company and has been disapplied. Section 83(1) N/A The variation of capital. This is not applicable for an investment company such as the Company and has been disapplied. Section 94(8) N/A The transfer of shares without prejudice to the Stock Transfer Act Section 95(1) Article 17 Directors discretion to decline to register a transfer of shares. This is not applicable for an investment company such as the Company and has been disapplied. This section has been disapplied because this matter is already dealt with in Article 17. Section 96(2) to (11) Article 17 The transmission of shares in the Company. This section has been disapplied because this matter is already dealt with in Article 17. Section 124 Article 30 The declaration and payment of dividends by the Company. This section has been disapplied because this matter is already dealt with in Article 30. 8

9 Companies Act 2014 Provision Clause / Article in the Memorandum and Articles of Association Subject Matter Explanation of Proposed Amendment / Reason for Disapplication Section 125 Article 30 The manner of payment of dividends by the Company. This section has been disapplied because this matter is already dealt with in Article 30. Section 126 N/A The issue of bonus shares by the Company. This is not applicable for an investment company such as the Company and has been disapplied. Sections 144(3) and 144(4) Article 23 The appointment of directors. These sections have been disapplied because this matter is already dealt with in Article 23. Section 148(2) Article 23(h) How the office of a director may be vacated early. This section has been disapplied because this matter is already dealt with in Article 23(h). Section 158(3) Article 26 Borrowing powers of the Directors. This section has been disapplied as otherwise it would make a material alteration to the borrowing powers of the Directors which are already set out in Article 26. Sections 159 to 165 Articles 23, 24, 25 and 27 The appointment of a managing director, the establishment of board committees, matters relating to board procedure and the appointment of alternate directors. These sections have been disapplied because these matters are already dealt with in Articles 23, 24, 25 and 27. Section 161(8) Article 25(d) The exercise of voting powers in any other company held or owned by the Company. Section 178(2) Article 19(d) The right to convene an extraordinary general meeting Section 181(6) Article 20(b) The accidental omission to give notice of a meeting to any person. A new Article 25(d) has been included in order to ensure consistency with this section. This section has been disapplied as otherwise it would make a material alteration to the right to convene an extraordinary general meeting which is already set out in Article 19(d). This section has been disapplied because this matter is already dealt with in Article 20(b). 9

10 Companies Act 2014 Provision Clause / Article in the Memorandum and Articles of Association Subject Matter Explanation of Proposed Amendment / Reason for Disapplication Section 182(2) Article 21(b) The quorum at general meetings. This section has been disapplied because this matter is already dealt with in Article 21(b). Section 182(5) Article 21(c) The adjournment of general meetings. This section has been disapplied because this matter is already dealt with in Article 21(c). Section 183(3) Article 22(h) The appointment of multiple proxies. This section has been disapplied as otherwise it would prohibit the appointment of multiple proxies which is already permitted by Article 22(h). Section 186(c) Article 21(a) The items of business at annual general meetings. This section has been disapplied because this matter is already dealt with in Article 21(a). Article 21(a) has been amended to ensure that it is consistent with Section 186 of the 2014 Act. Section 187 Article 21 The conduct of the meetings of the Company. This section has been disapplied because this matter is already dealt with in Article 21. Section 188 Article 21 Voting at the meetings of the Company. This section has been disapplied because this matter is already dealt with in Article 21. Section 218(3), (4) and (5) Article 34 The service of notice on members of a company. These sections have been disapplied because detailed provision in this regard is made in respect of the Company in Article 34. Section 228(1)(d) Article 23(f) The use of company property by directors. This is an entirely new restriction and Article 23(f) has therefore been inserted in order to ensure that directors can continue to use company property subject to such conditions as may be approved by the Board. 10

11 Companies Act 2014 Provision Clause / Article in the Memorandum and Articles of Association Subject Matter Explanation of Proposed Amendment / Reason for Disapplication Sections 228(1)(e) Section 229, 230 and 1113 Sections 233 to 235 Sections 281 to 286 Article 24(l) Directors interests. These sections are entirely new. A new Article 24(l) has therefore been inserted in order to make it clear that Section 228(1)(e) shall not restrict anything which may be done by any director in accordance with the prior authorisation of the board or a board committee. In addition, the new article provides that it shall be the duty of each director to obtain the prior approval of the board before entering into any commitment permitted by Sections 228(1)(e)(ii) and 228(2) of the 2014 Act. Article 24 The interests of directors. These sections have been disapplied because these matters are already dealt with in Article 24. Article 36 Indemnification by the Company. The indemnity set out in Article 36 has been amended to more closely reflect the wording of these sections. Article 32 Maintenance of accounting records. Article 32 has been amended in order to take account of the new requirements regarding the maintenance of accounting records set out in these sections. Sections 338(5), 338(6) and 339(7) Article 32 The delivery of the financial statements via the website of the Company. These sections have been disapplied because this matter is already dealt with in Article 32. Section 618(1)(b) Article 35 The distribution of property on a winding up of the Company. This section has been disapplied because this matter is already dealt with in Article

12 Companies Act 2014 Provision Clause / Article in the Memorandum and Articles of Association Subject Matter Explanation of Proposed Amendment / Reason for Disapplication Section 620(8) Article 30(f) Unclaimed dividends. This section has been disapplied because this matter is already dealt with in Article 30(f). Section 1090 N/A The rotation of directors. This is not applicable for an investment company such as the Company and has been disapplied. Section 1092 Article 23 The remuneration of the directors. This section has been disapplied because this matter is already dealt with in Article 23. Section 1392 Clause 2 of the Memorandum of Association Objects clause. Minor amendments to update the statutory references in this clause to be consistent with the requirements of the 2014 Act. 12

13 APPENDIX II Amended Memorandum and Articles of Association [Attached] 13

14 Certificate No COMPANIES ACTS 1963 TO CONSTITUTION MEMORANDUM AND ARTICLES of ASSOCIATION of CARADOR INCOME FUND PUBLIC LIMITED COMPANY A CLOSED-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL (as amended by Special Resolutions up to and including 22 June 2016) Arthur Cox Earlsfort Centre, Earlsfort Terrace, Dublin 2. 1 BL086/008/AC# AC#

15 COMPANIES ACTS 1963 TO COMPANY LIMITED BY SHARES WITH VARIABLE CAPITAL MEMORANDUM OF ASSOCIATION OF CARADOR INCOME FUND PUBLIC LIMITED COMPANY (As adopted by a special resolution of the members passed on 3022 June 20106) The name of the Company is CARADOR INCOME FUND PUBLIC LIMITED COMPANY. 2. The Company is a public limited company established pursuant toregistered under Part 24 of the Companies Acts 1963 to as an investment company having as its sole object the collective investment of its property with the aim of spreading investment risk and giving the Members the benefit of the results of theits management of its funds. The Company may take any measures and carry out any operations which it may deem useful or necessary to the accomplishment and development of its purpose to the full extent permitted by applicable law. 3. For the purposes of achieving the sole object in cclause 2 above, the Company shall also have the following powers: (1) To carry on the business of an investment company and for that purpose to acquire and hold either in the name of the Company, or in that of any nominee, shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority supreme, dependent, municipal, local or otherwise in any part of the world; (2) To acquire any such shares, stock, debentures, debenture stock, bonds, notes, obligations or securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise, and whether or not fully paid up, and whether or not payment is to be made at the time of issue or on a delayed delivery basis and to subscribe for the same, subject to such terms and conditions (if any) as may be thought fit; (3) To employ derivative instruments and techniques of all kinds for investment purposes and for the efficient management of the Company s assets and, in particular and without prejudice to the generality of the foregoing, to enter into, accept, issue and otherwise deal with sale and repurchase agreements, futures contracts, options, 2

16 securities lending agreements, short sales agreements, when-issued, delayed delivery and forward commitment agreements, foreign currency spot and forward rate exchange contracts, forward rate agreements, swaps, collars, floors and caps and other foreign exchange or interest rate hedging and investment arrangements; (4) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any such shares, stock obligations or other securities; (5) To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit and, in particular, for shares, debentures, or securities of any other company; (6) To carry on the business of a trust andan investment company and to invest the funds of the Company in or upon or otherwise acquire, hold and deal in securities and investments of every kind; (7) To make, draw, accept, endorse, issue, discount, and otherwise deal with promissory notes, bills of exchange, cheques, letters of credit, and other notes; (8) To acquire by purchase, exchange, lease, fee farm grant or otherwise, either for an estate in fee simple or for any less estate or other estate or interest, whether immediate or reversionary, and whether vested or contingent, any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances which are essential for the direct pursuit of its business; (9) To undertake the office of administrator, committee, manager, secretary, registrar, attorney, delegate, substitute or treasurer and to perform and discharge the duties and functions incident thereto; (10) To facilitate and encourage the issue or conversion of shares, stocks and securities; (11) To enter into partnership or into any arrangement for sharing profits, union of interest, joint adventure, reciprocal concession, co-operation or otherwise with any company carrying on, or engaged in, any business or transaction which the Company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and to take or otherwise acquire and hold shares or stock in or securities of any such company, to assist any such company, and to sell, hold, or otherwise deal with such shares, stock or securities; (12) To promote any company for the purpose of acquiring all or any of the property or liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of or render more profitable any property, assets or business of the Company, or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to establish subsidiary companies for any of the foregoing purposes provided that the assets and shares of such subsidiary shall be held by the Custodian; (13) To accumulate capital for any of the purposes of the Company, and to appropriate any of the Company s assets to specific purposes, either conditionally or unconditionally and to admit any class or section of those who have any dealings with the Company to any share in the profits thereof or in the profits of any particular branch of the Company s business, or to any other special rights, privileges, advantages or benefits; 3

17 (14) To enter into any arrangements with any government or authority, supreme, municipal, local or otherwise, or company that may seem conducive to the Company s objects or any of them, and to obtain from any such government, authority or company, any charters, contracts, decrees, rights, privileges and concessions, and to carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights, privileges and concessions; (15) To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular (but without prejudice to the generality of the foregoing) by the issue of debentures, obligations and securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge, or lien upon the whole or any part of the Company s undertaking, property or assets (whether present or future) including its uncalled capital, and also by a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake; (16) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by indemnity or undertaking, or by any one or more of such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any security, indebtedness or obligations of the Company; (17) To create, maintain, invest and deal with any reserve or sinking funds for redemption of obligations of the Company, or for any other purpose of the Company; (18) To distribute either upon a distribution of assets or division of profits among the members of the Company in kind any property of the Company, and, in particular, any shares, debentures or securities of other companies belonging to the Company or of which the Company may have the power of disposing; (19) To remunerate any person, firm or company rendering services to the Company, whether by cash payment or by the allotment of shares or securities of the Company credited as paid up in full or in part or otherwise; (20) To procure the Company to be registered or recognised in any foreign country, dependency or place; (21) To the extent permitted by law to obtain and hold, either alone or jointly with any person or company, insurance cover in respect of any risk of the Company, its directors, officers, employees and agents; (22) To pay all or any expenses of, incidental to, or incurred in connection with, the formation and incorporation of the Company and the raising of its share and loan capital, or to contract with any person or company to pay the same, and (subject in the case of shares to the provisions of any statute for the time being in force) to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any shares, debentures or securities of the Company; (23) To do all or any of the above things in any part of the world, whether as principals, agents, contractors, trustees or otherwise, and either by or through trustees, agents, sub-contractors or otherwise and either alone or in partnership or conjunction with 4

18 any person or company, and to contract for the carrying on of any operation connected with the Company s business by any person or company; (24) To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them; and (25) To change, subject to the requirements of the Central Bank and applicable law, the structure of the Company from a public limited company to an Irish collective assetmanagement vehicle (ICAV), or to such other corporate fund vehicle permitted by the Central Bank and applicable law from time to time; and (256) Each of the powers of the Company (whether enumerated or not) is to be interpreted and exercised as ancillary to the main object but separate from and ranking equally to any other power. And it is hereby declared that in the construction of this Clause the word company except where used in reference to this Company, shall be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in Ireland or elsewhere, and words denoting the singular number only shall include the plural number and vice versa and the intention is that the powers specified in each paragraph of this Clause shall, except where otherwise expressed in such paragraph, be in no way restricted by reference to or inference from the terms of any other paragraph or the name of the Company. 4. The liability of the members is limited. 5. The issued share capital of the Company shall be not less than the currency equivalent of 2 represented by two Subscriber Shares of no par value and the maximum issued share capital of the Company shall not be more than the currency equivalent of five hundred billion euro divided into an unspecified number of shares of no par value. The actual value of the paid up share capital of the Company shall be at all times equal to the value of the assets of the Company after the deduction of its liabilities. 5

19 WEWe, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names. Names, addresses and description Number of Shares of Subscribers Fand Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2 One Attleborough Limited One Arthur Cox Building Earlsfort Terrace Dublin 2 Dated this 7 th day of February 2006 Witness to the above signatures: Eileen O Connor Earlsfort Centre, Earlsfort Terrace, Dublin 2. 6

20 ARTICLES OF ASSOCIATION of CARADOR INCOME FUND PUBLIC LIMITED COMPANY INDEX 1 DEFINITIONS 8 2 PRELIMINARY CUSTODIAN, ADMINISTRATOR AND INVESTMENT MANAGER 15 4 SHARE CAPITAL 16 5 CLASSES OF SHARES 17 6 SHARE CERTIFICATES AND CONFIRMATIONS OF OWNERSHIP ALLOTMENT ISSUE OF SHARES OFFERS TO SHAREHOLDERS TO BE ON A PRE-EMPTIVE BASIS PRICE PER SHARE CONVERSION OF SHARES QUALIFIED HOLDERS REPURCHASE OF SHARES DURATION DETERMINATION OF NET ASSET VALUE VALUATION OF ASSETS TRANSFER AND TRANSMISSION OF SHARES INVESTMENT OBJECTIVES GENERAL MEETINGS NOTICE OF GENERAL MEETINGS PROCEEDINGS AT GENERAL MEETINGS VOTES OF MEMBERS DIRECTORS DIRECTORS, OFFICES AND INTERESTS POWERS OF DIRECTORS BORROWING AND HEDGING POWERS PROCEEDINGS OF DIRECTORS SECRETARY THE COMPANY SEAL DIVIDENDS UNTRACED MEMBERS ACCOUNTS AUDIT NOTICES WINDING UP INDEMNITY DESTRUCTION OF DOCUMENTS SEVERABILITY AMENDMENT TO THE ARTICLES OF ASSOCIATION 562 7

21 COMPANIES ACTS 1963 TO COMPANY LIMITED BY SHARES WITH VARIABLE CAPITAL ARTICLES OF ASSOCIATION of CARADOR INCOME FUND PLC A CLOSED-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL A FUND WITH SEGREGATED LIABILITY BETWEEN CLASSES (As adopted by special resolution of the members passed on 26 June 2013) 1. DEFINITIONS (a) The following words shall bear the meanings set opposite to them unless inconsistent with the subject or context: Accounting Period means a financial year of the Company commencing in the case of the first such period on the date of the first issue of shares and terminating on 31 March 2007 and in any other case commencing on the end of the last financial year and ending on 31 December of such year or on such other date as the Directors may determine. Act means the Companies Acts, 1963 to 2005, Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009 and the Companies (Amendment) Act, 2012, and all enactments Act 2014 and every statutory modification and re-enactment thereof for the time being in force and Acts mean the Act and all statutes and statutory instruments which are to be read as one with, or construed or read together with or as one with, the Companies Acts and every statutory modification or re-enactment thereof for the time being in force. address includes any number or address used for the purposes of communication by way of electronic mail or other Electronic Communications. Administration Agreement means any agreement between the Company and the Administrator for the provision of administrative services to the Company. Administrator means any person, firm or corporation appointed and for the time being appointed as the Aadministrator of the Company. Advanced Electronic Signature has the meaning given to the word in the Electronic Commerce Act, Annual Report means a report prepared in accordance with Article 32 hereof. 8

22 Auditors means the Auditors for the time being of the Company. Base Currency means the currency of denomination of the Company as set out in the Prospectus. Board means the board of directors of the Company including any duly authorised committee thereof. Business Day shall have the meaning set out in the Prospectus. "Class C Conversion means, in relation to any Class of C Shares, the conversion of that Class of C Shares in accordance with the provisions of Article 11. Class C Calculation Time means the earliest of: (ii) (iii) the close of business on the date to be determined by the Directors occurring on or after the day on which Investment Manager shall have given notice to the Directors, and the Directors confirm in writing, that the minimum percentage specified in the Prospectus of the assets attributable to the relevant Class of C Shares (or such other percentage as the Directors may determine as a condition of issue of the relevant Class of C Shares) has been invested or committed to be invested in accordance with the investment policy of the Company as set out in the Prospectus; the close of business on the last Business Day prior to the day on which a Force Majeure Circumstance has arisen or the Directors resolve that they are in contemplation; the close of business on such date as the Directors may determine. Class C Conversion Time means, in relation to any Class of C Shares, the time falling after the Class C Calculation Time at which the admission of the new General Pool Shares to the Official List and to trading on the London Stock Exchange becomes effective and which is the opening of business on such Business Day as is selected by the Directors. Central Bank means the Central Bank of Ireland or any successor regulatory authority with responsibility for the authorisation and supervision of the Company. Class means any class of shares from time to time created by the Company, details of which shall be set out in the Prospectus. Clear Days means, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. Commission means a commission payable on the issue of shares of up to 3% of the amount subscribed by an applicant for shares to the authorised financial intermediary through whom the shares are sold to the applicant for shares as specified in the Prospectus, and may also include an initial charge on the amount subscribed of such amount as may be specified in the Prospectus, which shall be retained by the Company. 9

23 Company means Carador Income Fund plc. C Shareholder means a person who is registered as a holder of C Shares in the Register. C Shares means shares in the Company designated as C Shares which participate only in the Pool attributable to the relevant Class of C Shares. Custodian means any corporation appointed and for the time being acting as custodian of all of the assets of the Company. Custodian Agreement means the agreement between the Company and the Custodian for the provision of custody services to the Company. Director or Directors means any director of the Company for the time being. Distributable Reserve means the portion of the Net Asset Value of the Company attributable to Repurchase Pool Shares which is available to satisfy repurchases of those shares. Duties and Charges means all stamp and other duties, taxes, governmental charges, valuation fees, property management fees, agents fees, brokerage fees, 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 proposed purchase 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 commission payable on the issue of shares. Electronic Communication has the meaning given to that expression in the Electronic Commerce Act, Electronic Proxy Scheme means any scheme established by the Company whereby electronic means may be used by Members to appoint a proxy. Electronic Signature has the meaning given to that expression in the Electronic Commerce Act, Euro or or Eur means the euro, the currency of the member states of the European Union. Force Majeure Circumstances means in relation to any Class of C Shares: any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation or regulation which, in the reasonable opinion of the Directors, renders the Class C Conversion necessary or desirable; (ii) the issuance or threat of issuance of any proceedings challenging or seeking to challenge the power of the Company and/or its Directors to issue the C Shares of that Class with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms on which they are, proposed to be issued; or (iii) the convening of any general meeting of the Company at which a resolution is to be proposed to repurchase all of the shares of the Company or to wind up the Company, whichever of to (iii) shall happen earliest. General Pool Shares means the shares in the Company other than the C Shares or 10

24 Repurchase Pool Shares which participate only in the Pool attributable to the Classes of shares other than the Classes of C Shares and Repurchase Pool Shares. Initial Price means the price at which any shares are first offered for purchase or subscription during the Offer Period. Investment means any of the investments of the Company as more particularly set out in the Prospectus. Investment Management Agreement means the agreement for the provision of investment management services between the Company and the Investment Manager. Investment Manager means any person, firm or corporation appointed and for the time being providing investment management services in relation to the Company s Investments. in writing means written, printed, lithographed, photographed, telexed, telefaxed or represented by any other substitute for writing or partly one and partly another and including electronic mail. Market Maker means the person(s) appointed as a market maker in relation to a class of shares. Member or Shareholder means a person who is registered as the holder of shares in the Register. member state means any member state of the European Union. Minimum Holding means a holding of shares the value of which is not less than such amount as may be required by the Central Bank for the Company to be classified as a Professional Investor Fund by the Central Bank, which amount shall be specified in the Prospectus. Month means calendar month. NAV Calculation Date means the last business day of each calendar month (or if such date is a public holiday in the UK or Ireland the immediately preceding day) or such other date as the Directors may, in their absolute discretion, determine provided that there shall be at least one NAV Calculation Date each month and that all Members will be notified of this in advance; Net Asset Value means the amount determined on any NAV Calculation Date pursuant to Articles 15 and 16 hereof. OECD means the Organisation for Economic Co-operation and Development which currently comprises Australia, Austria, Belgium, Canada, Chile, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea, Luxembourg, Mexico, the Netherlands, New Zealand, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey, the U.K. and the U.S. Offer Period means the period during which shares of any Class are offered by the Company for purchase or subscription at the Initial Price for shares of that Class. 11