Aberdeen Global V - Aberdeen Asset Management

3. it is deemed to be in the best interest ofshareholders.Such redemptions will be effected, withoutredemption charge, at a price reflecting theanticipated realisation and liquidation costs forclosing of the relevant Fund.Under the same conditions, the Board ofDirectors may decide to merge a Fund withanother Fund of Aberdeen Global V or withanother regulated EEA undertaking forcollective investment.(ii) By decision of a Meeting of shareholdersThe shareholders of a Fund may resolve ata duly convened meeting of shareholdersto liquidate or merge the Fund into anotherFund of Aberdeen Global V or a regulated EEAundertaking for collective investment. Suchmeeting may be validly held without a quorumand decided by a simple majority of the votescast. Such decision by shareholders will bebinding on the shareholders of the Fund upon30 days prior notice given to the shareholdersof the Fund. During this 30 day period,shareholders may redeem their Shares withoutredemption charge.A decision to merge a Fund with a “fondscommun de placement” pursuant to (i)and (ii) above will be binding only on thoseshareholders having voted in favour of sucha merger.Liquidation proceeds not claimed by theshareholders at the close of the liquidationof a Fund will be deposited at the Caisse deConsignation in Luxembourg. If not claimed,they shall be forfeited in accordance withLuxembourg law.Two or more Classes of Shares or Funds may be treatedas a single Class or Fund if such Classes or Funds wouldbe affected in the same way by the proposals requiringthe approval of holders of Shares relating to the separateClasses or Funds.7. DirectorsThe Board shall be composed of at least three persons.Each Director shall be elected by the shareholders at ageneral meeting for a period ending at the next annualGeneral Meeting and until their successors are electedand qualified.Directors may resign or be removed or replaced at anytime by the shareholders.There are no age limits or share qualifications forDirectors.The Directors are vested with all powers to perform allacts necessary or useful for accomplishing AberdeenGlobal V’s objectives. In particular the Directors havepower to appoint any entity to act as custodian orany entity to act as distributor, administrator orinvestment manager or investment adviser and suchother representatives and agents as they may considernecessary.No contract or other transaction between AberdeenGlobal V and any other company or firm shall be affectedor invalidated by the fact that any one or more of theDirectors or officers of Aberdeen Global V has a materialinterest in, or is a director, associate, officer or employeeof, that other company or firm.Save for any item described in this Prospectus andsubject to the preceding paragraph, if any Director orofficer of Aberdeen Global V has any conflicting interestin any transaction of Aberdeen Global V, that Directoror officer shall declare such conflicting interest to theBoard and shall not be counted in the quorum of anymeeting of the Directors to consider or vote on anysuch transaction and he shall not vote on any suchtransaction and such transaction and the Director’s orofficer’s interest therein shall be reported to the nextsucceeding meeting of shareholders. This does not applywhen transactions relate to current operations enteredinto under normal conditions.Directors shall account to Aberdeen Global V for any feesresulting from appointments held by them as a result ofinvestments held by Aberdeen Global V. Aberdeen GlobalV shall indemnify any Director or officer against expensesreasonably incurred by him in connection with anyproceedings to which he may be made a party by reasonof such position in Aberdeen Global V, except where dueto negligence or wilful misconduct on his part.At no time will a majority of the Directors be resident inthe UK nor will any meeting of the Directors take placein the UK.Aberdeen Global V Prospectus 33