Morgunblaðið - 30.10.2017, Blaðsíða 28

MORGUNBLAÐIÐ MÁNUDAGUR 30. OKTÓBER 2017
Notice of Extraordinary General Meeting
JPMorgan Investment Funds
The meeting will be held at the location and time stated below.
Agenda for Meeting and Shareholder Vote
Update to provisions related to non-payment of subscriptions
1 Amend Article 6 to, inter alia:
- provide that the issuance of shares will be subject to the condition that the purchase price
is received with good value from the subscriber;
- provide that the acceptance of the subscription and the issue of the shares will be
evidenced by the issue of a contract note;
- provide that shares will be pledged to the benefit of the Fund pending the payment of the
purchase price by the subscriber;
- provide that the shares which are issued and for which payment has not yet been received
from the subscriber will be earmarked as “unsettled” in the register of shareholders
and that this reference will materialize the inscription of the pledge in the register of
shareholders;
- grant the Fund or its delegate with the discretionary power to redeem or cancel the shares
issued at the cost and expense of the subscriber and without prior notice, in case the
purchase price has not been received from the subscriber by the Fund or its delegate within
the time limit provided for in the Prospectus, or if prior to such time limit the Fund becomes
aware of an event affecting the investor that, in the opinion of the Fund or its delegate, is
likely to result in a situation where the investor will not be in a position to or willing to pay
the purchase price within the aforesaid time limit;
- provide that the Fund or its delegate may also enforce the Fund’s rights under the pledge,
at its absolute discretion, and bring an action against the investor or deduct any costs or
losses incurred by the Fund or its delegate against any existing holding of the investor in
the Fund;
- provide that any shortfall between the purchase price and the redemption price and any
costs incurred by the Fund or its delegate to enforce the Fund’s rights will be required to
be paid by the subscriber to the Fund upon demand in writing to compensate the damage
suffered by the Fund or its delegate;
- provide that in case the redemption proceeds exceed the purchase price and the aforesaid
costs, the difference may be retained by the Fund or its delegate as both may agree from
time to time and that in the case the redemption proceeds and any amounts effectively
recovered from the investor are less than the purchase price, the shortfall will be borne by
the Fund or its delegates as both may agree from time to time; and
- provide that, pending receipt of the purchase price, the transfer or conversion of the
relevant shares is not permitted and voting rights and entitlements to dividend payments
are suspended.
Update to provisions to liquidate, reorganize or merge sub-funds or share classes
2 Amend Article 20 to, inter alia:
- describe under which circumstances the Board may decide (i) to liquidate a sub-fund,
(ii) to close down a class of the Fund by merger into another class of the same sub-
fund, another sub-fund or another undertaking for collective investment in transferable
securities, (iii) the reorganisation of one sub-fund, and (iv) the merger of sub-funds. In
particular, the determination of the threshold below which the Board may decide to take
one of these actions will be disclosed in the Prospectus rather than in the Articles and the
intention is that the threshold will be increased to 30,000,000 USD or 1,000,000 shares.
The Board will be granted with the power to take one of the above decisions inter alia if the
laws and regulations applicable to the Fund or any of its sub-funds or classes of shares
justifies it, or if the proposal is in the best interests of the shareholders; and
- clarify that the provisions on mergers of UCITS set forth in the Law (as defined hereafter)
and any implementing regulation shall apply.
Update to provisions for appointment of the Board
3 Amend Article 12 to provide that the general meeting of shareholders electing the directors of
the Fund shall further determine the number of directors, their remuneration and the term of
their office (maximum six years) and that the directors shall be elected at the majority of the
votes cast.
Update to provisions available as a result of changes to Luxembourg Law of 17 December 2010
on undertakings for collective investment (the "Law") and the Luxembourg Law of
10 August 1915 on commercial companies.
4 Amend Article 4 to provide the Board with the power to update the Articles should the
Board resolve to transfer the registered office of the Fund to any municipality in the
Grand Duchy of Luxembourg.
5 Amend Article 6 to, inter alia:
- allow the Fund to issue global share certificates within the meaning of Article 41 of the law
of 10 August 1915 on commercial companies, as amended; and
- allow the Fund to send notices to shareholders by email to the extent they have provided an
email address and have consented to be contacted by email.
6 Amend Article 10 to, inter alia, provide that:
- to the extent permitted by law, the annual general meeting of shareholders may be held at
a date, time or place other than those set forth in the Articles, which date, time or place are
to be decided by the Board;
- the annual general meetings may be held abroad to the extent permitted by law;
- unless otherwise requested by law, decisions of the general meeting of shareholders will
be passed by a simple majority of the votes cast;
- votes cast shall not include votes attaching to shares in respect of which the shareholders
have not taken part in the vote or have abstained or have returned a blank or invalid vote;
- the Board has the right to suspend the right to vote on any meeting of shareholders
of any shareholder which does not satisfy its obligations towards the Fund or other
shareholders; and
- shareholders may undertake to not exercise their right on all or part of their shares on a
temporary or indefinite basis.
7 Amend Article 11 to, inter alia:
- provide that the shareholders will meet upon notice given by the Board in accordance with
Luxembourg laws;
- provide that a record date may be used to calculate the quorum and majority requirement
applicable to general meetings of shareholders and to determine the rights of shareholders
to participate and exercise their voting rights, to the extent permitted by and in accordance
with the conditions set forth under Luxembourg laws and regulations; and
- clarify the circumstances under which notifications can be made via email to shareholders
and the procedure to follow to maintain, exercise or revoke this right.
8 Amend Article 15 to, inter alia, provide that:
- a sub-fund of the Fund may invest in another sub-fund of the Fund to the extent permitted
by applicable laws and regulations; and
- the Board may create any sub-fund qualifying either as a feeder UCITS or as a master
UCITS, convert any existing sub-fund into a feeder UCITS sub-fund or master UCITS
sub-fund or change the master UCITS of any of its feeder UCITS sub-funds.
9 Amend Article 16 to, inter alia:
- provide that the procedure described in this article regarding the conflicts of interest
a director may have will not apply where the decisions of the Board relate to current
operations entered into under normal conditions; and
- should quorum that was met for a meeting of the Board be lost on account of a conflict
of interest of one or more directors; in respect of the item that precipitated the conflict
of interest, the Board may decide to transfer the decision on such item to a meeting
of shareholders.
General, non-material, update of the Articles
10 Amend Article 7 to, inter alia, provide that the Board has the power (i) to refuse to issue
or register of any transfer of a share, or (ii) to redeem compulsory any existing shareholding,
or (iii) to impose such restrictions or (iv) to demand such information as it may think necessary
for the purpose of ensuring that no shares are acquired or held by (directly or indirectly) (a) any
“U.S. Person”, (b) any person in breach of the law, regulation or requirement of any country
or governmental authority, or (c) any person in circumstances which in the opinion of the
Board or its delegate might result in the Fund or any of its delegates incurring any liability to
taxation or suffering any sanction, penalty, burden or other disadvantage (whether pecuniary,
administrative or operational) which the Fund or its delegates might not otherwise have
incurred or suffered or otherwise be detrimental to the interests of the Fund or (d) any person
who may entail that any limit, to which his shareholding is subject, is exceeded.
11 Amend Article 8 to, inter alia, clarify that:
- the term U.S. Person when used in the Articles will have the meaning determined by the
Board from time to time and disclosed in the Prospectus;
- the Fund may redeem or convert shares of a class where it appears that a shareholder or
beneficial owner of a class of shares with specific eligibility criteria does not meet such
criteria; and
- the Board may withhold any transfer request and any payment of the proceeds of any
redemption request that has been processed, until the demand for further information
initiated by the Fund has been satisfied.
12 Amend Article 15 to provide that unless otherwise provided for in the Prospectus, the Fund
will not invest more than 10% of the assets of any sub-fund in undertakings for collective
investment as defined in Article 41 (1) (e) of the Law.
13 Amend Article 20 to inter alia:
- provide that authentication procedures may be put in place by the Fund or its delegates to
comply with relevant laws or regulations or to mitigate the risk of error and fraud; and
- clarify that redemption and conversion requests shall be revocable under the conditions
determined by the Board or its delegates and disclosed (if any) in the Prospectus.
14 Amend Article 21 to, inter alia, add and clarify circumstances where the Board is allowed
to suspend the determination of the net asset value of shares of a sub-fund and the issue,
conversion and redemption price.
15 Amend Article 22 to provide that:
- the net asset value per share of the Fund may be adjusted to reflect any dealing costs
and implement swing pricing techniques as further disclosed in the Prospectus and as
the Board considers appropriate to take into account and to round the resulting sum up or
down to the nearest decimal place as the Board shall decide; and
- the Board may cancel a valuation in certain circumstances and carry out a new valuation.
16 Amend Article 23 to provide that shares may be issued against contribution in kind.
17 Amend Article 26, inter alia, to clarify that:
- in accordance with article 181 of the Law, the liquidation of the last remaining sub-fund of
the Fund automatically results in the liquidation of the Fund and is required to be approved
by an extraordinary meeting of shareholders; and
- liquidation proceeds may be distributed either in cash or in kind.
18 Amend Article 3 to update the reference of the applicable law so as to read as follows:
“The purpose of the Company is to invest the funds available to it in transferable securities
and/or in other liquid financial assets as well as other assets permitted by Part I of the law of
17th December, 2010 on undertakings for collective investment, as may be amended from
time to time (the “Law”) with the purpose of spreading investment risks and affording its
shareholders the results of the management of its assets.
The Company may take any measures and carry out any transaction which it may deem useful
for the fulfillment and development of its purpose to the fullest extent permitted under the Law.”
19 Amend various articles so as to proceed to a general update of the Articles in order to, inter alia:
- amend Article 5 to, inter alia, clarify that references to classes of shares in the Articles
must be understood within the meaning of Article 181 of the Law;
- amend Article 6 to clarify that the Fund will issue shares in registered form only;
- amend Article 10 to provide that any shareholder may appoint another person as his
proxy in writing or by facsimile transmission or such other means capable of evidencing
such appointment;
- amend Article 13 to provide, inter alia, that (i) consents to waive the written notice
of a meeting of the Board may be given in writing or by facsimile transmission or such
other means capable of evidencing such waiver, (ii) a director may appoint another
director as his proxy in writing or by facsimile transmission or such other means capable
of evidencing such appointment, and (iii) directors participating at a meeting of the Board
by conference call of other telecommunication system will be deemed to be present under
certain conditions;
- amend Article 19 to (i) provide that the auditor may be elected by a general meeting of
shareholders and (ii) remove the second paragraph of the Article;
- amend Article 20 to provide that redemption request may be filed in written form or by
facsimile transmission or in such other electronic means acceptable to the Fund;
- amend Article 21 to clarify that subscription, redemption and conversion requests shall be
revocable in the event of suspension of the calculation of the net asset value;
- amend Article 23 to clarify that subscription requests shall be revocable under the conditions
determined by the Board or its delegates and disclosed (if any) in the Prospectus;
- amend Article 27 to replace the reference to “chapter 13 of the Law” by a reference to
“chapter 15 of the Law”; and
- define terms and add minor clarifications, as appropriate.
20 Delete the French translation of the Articles in accordance with Article 26 (2) of the Law.
THE MEETING
Location Registered office of the Fund (see below)
Date and time 15 November 2017 at 14:30 CET
Quorum There is no quorum required for this reconvened extraordinary general meeting.
Voting Agenda items will be resolved by a majority of two-third of the votes cast.
THE FUND
Name JPMorgan Investment Funds
Legal form SICAV - Fund type UCITS
Registered office 6, route de Trèves, L-2633 Senningerberg, Luxembourg
Phone +352 34 10 1 - Fax +352 2452 9755
Registration number (RCS Luxembourg) B 49663
Management company JPMorgan Asset Management (Europe) S.à r.l.
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