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Aberdeen Global Funds - Fundsupermart.com

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(ii)<br />

If <strong>Aberdeen</strong> <strong>Global</strong> is to be voluntarily liquidated, its liquidation will be carried out in accordance with the provisions<br />

of the Luxembourg law relating to collective investment undertakings which specifies the steps to be taken to enable<br />

shareholders to participate in the liquidation distribution(s) and in that regard provides for deposit in escrow at the<br />

Caisse de Consignation in Luxembourg of any such amounts as have not been claimed by any shareholders prior to the<br />

close of liquidation. Amounts not claimed from escrow within the relevant prescription period would be liable to be<br />

forfeited in accordance with the provisions of Luxembourg law.<br />

(e)<br />

Class Rights and Restrictions<br />

(i) Shares will relate to different <strong>Funds</strong> and are further divided into Class A, Class A – (€), Class A – (£), Class A – ($),<br />

Class B, Class D, Class I, Class I – (€), Class I – (£), Class I – ($), Class Z, Class Z – (€), Class Z – (£) and Class Z –<br />

($) Shares. They have no preferential or pre-emption rights and are freely transferable, save as referred to below.<br />

(ii) The shareholders may resolve to redeem all outstanding Shares of any Class or Fund subject to the sanction of a<br />

resolution passed at a separate General Meeting of the holders of Shares of that Fund by a simple majority of the<br />

holders of the relevant Shares present or represented and voting.<br />

(iii) Termination and Amalgamation of <strong>Funds</strong> by decision of special Class meetings.<br />

Termination of a Fund by <strong>com</strong>pulsory redemption of all relevant shares or its merger with another Fund of <strong>Aberdeen</strong><br />

<strong>Global</strong> or with another Luxembourg UCITS, in each case for reason other than those mentioned in 7 (a) (1) below,<br />

may be effected only upon its prior approval of the shareholders of the Fund to be terminated or merged, at a duly<br />

convened Fund meeting which may be validly held without a quorum and decided by a simple majority of the shares<br />

present or represented. A merger so decided by the Board of Directors or approved by the shareholders of the affected<br />

Class will be binding on the holders of shares of the relevant Fund upon 30 days prior notice given to them, during<br />

which period shareholders may redeem their shares without redemption charge.<br />

(iv) Subject to the Articles of Incorporation, the Directors may impose or relax restrictions on any Shares, Class or Fund<br />

(other than any restriction on transfer but including the requirement that Shares be issued only in registered form<br />

and/or bear such legends as the Directors may feel appropriate but not necessarily on all Shares within the same Fund<br />

or Class), or require redemption of Shares, as they may think necessary to ensure that Shares are neither acquired nor<br />

held by or on behalf of any person in breach of the law or requirements of any country or governmental or regulatory<br />

authority, or which might have adverse taxation or other pecuniary consequences for <strong>Aberdeen</strong> <strong>Global</strong>, including a<br />

requirement to register under any securities or investment or similar laws or requirements of any country or authority.<br />

The Directors may in this connection require a shareholder to provide such information as they may consider necessary<br />

to establish whether he is the beneficial owner of the Shares which he holds. Without limiting the generality of the<br />

foregoing, the Directors may impose (and currently have imposed) restrictions on Shares which are to be issued to<br />

United States persons including restrictions as to the holding, transfer, and switching of such shares, which will be<br />

known as “Restricted Shares”. Shares which are not Restricted Shares may be required to be redeemed if the Directors<br />

have reason to believe that they are held by United States persons. If it shall <strong>com</strong>e to the attention of the Directors at<br />

any time that Shares are beneficially owned by a United States person, either alone or in conjunction with any other<br />

person, <strong>Aberdeen</strong> <strong>Global</strong> shall have the right <strong>com</strong>pulsorily to redeem such Shares.<br />

(v) Where there is more than one Class of Shares and the resolution of the general meeting is such as to change the<br />

respective rights thereof, the resolution must, in order to be valid fulfil the conditions as to attendance and majority<br />

provided for by article 11 of the Articles of Incorporation.<br />

Two or more Classes of Shares or <strong>Funds</strong> may be treated as a single Class or Fund if such Classes or <strong>Funds</strong> would be<br />

affected in the same way by the proposals requiring the approval of holders of Shares relating to the separate Classes or<br />

<strong>Funds</strong>.<br />

6. Directors<br />

The Board shall be <strong>com</strong>posed of at least three persons. Each Director shall be elected by the shareholders at the Annual General<br />

Meeting for a period ending at the next annual general meeting and until their successors are elected and qualify.<br />

Directors may resign or be removed or replaced at any time by the shareholders.<br />

There are no age limits or share qualifications for Directors.<br />

The Directors are vested with all powers to perform all acts necessary or useful for ac<strong>com</strong>plishing <strong>Aberdeen</strong> <strong>Global</strong>’s objectives. In<br />

particular the Directors have power to appoint any entity to act as management <strong>com</strong>pany, custodian or any entity to act as distributor,<br />

administrator, investment manager or investment adviser and such other representatives and agents as they may consider necessary.<br />

No contract or other transaction between <strong>Aberdeen</strong> <strong>Global</strong> and any other <strong>com</strong>pany or firm shall be affected or invalidated by the<br />

fact that any one or more of the Directors or officers of <strong>Aberdeen</strong> <strong>Global</strong> has a material interest in, or is a director, associate, officer<br />

or employee of, that other <strong>com</strong>pany or firm.<br />

Save for any item described in this Prospectus and subject to the preceding paragraph, if any Director or officer of <strong>Aberdeen</strong> <strong>Global</strong><br />

has any material interest in any transaction of <strong>Aberdeen</strong> <strong>Global</strong>, that Director or officer shall declare such material interest to the<br />

Board and shall not be counted in the quorum of any meeting of the Directors to consider or vote on any such transaction and he<br />

37

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