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Enclosure

Governance matrix

Governance matrix
 

General Meeting of Shareholders

Shareholders' Committee

 

Simple Majority vote (> 50%)

Double Majority vote

Approval rights

Consultation rights

Amendment of the strategy of the Fund

 

X

 

X

Liquidation, conversion, merger, demerger of the Fund

 

X

 

X

Dismissal and replacement of the Management Company

 

X

 

X

Amendment of the Management Fee of the Fund

 

X

 

X

Conflict of Interest on the basis of the Dutch Civil Code

 

X

 

X

Investments within the Hurdle Rate Bandwidth as specified in the Fund Plan

  

X

 

Related Party Transaction

  

X

 

Amendment or termination of the Fund Documents

X

  

X

Adoption of the Fund plan

X

  

X

Deviation from the valuation methodology of the Fund as set out in the Valuation Manual

X

  

X

Investments outside the Hurdle Rate Bandwidth as specified in the Fund Plan

X

  

X

Change of Control (of the Management Company)

   

X

Appointment, suspension and dismissal of managing directors of the Fund (with due observance to the rights mentioned under 3. here above).

X

  

X

Amendment to the Articles of Association of the Fund

X

   

Adoption of the Accounts of the Fund

X

   

Information rights on the basis of the Dutch Civil Code

X

   

Authorising the management board to purchase own Shares

X

   

Reducing the capital of the Fund

X

   

Extending the five month term with regard to approval of the Accounts

X

   

Providing the management board with the authority to amend the Articles of Association of the Fund

X

   

Appointing a representative in the event of a Conflict of Interest

X

   

Requesting to investigate the Accounts and the withdrawal thereof

X

   

Approval of an Applicant Shareholder to become a Shareholder of the Fund

X

   

The rights of the General Meetings of Shareholders and the Shareholders' Committee are shown in the Governance Matrix.

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