CT Global Managed Portfolio Trust : BMO Managed Portfolio Trust – Articles of Association
August 08, 2023 at 06:33 am EDT
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ARTICLES OF ASSOCIATION
of
BMO MANAGED PORTFOLIO TRUST PLC
(Incorporated in Scotland on 20 February 2008 with registered number SC338196)
(Adopted by special resolution dated 24 September 2020)
F106 01EH8739764.1
CONTENTS
PRELIMINARY
1
1.
Exclusion of Table A
1
2.
Liability of members
1
3.
Unrestricted objects
1
4.
Definitions
1
5.
Form of resolution
10
6.
Change of name
11
SHARE CAPITAL
11
7.
Establishment of Portfolios
11
8.
Treatment of assets and liabilities of the Company
11
9.
Transfer of revenue
12
10.
Share rights
13
11.
Dividends
13
12.
Return of assets
14
13.
Voting
15
14.
Conversion of shares
18
15.
Rights attached to shares
27
16.
Redeemable shares
27
17.
Purchase of own shares
27
18.
Variation of rights
27
19.
Pari passu issues
28
20.
Unissued shares
28
21.
Payment of commission
28
22.
Trusts not recognised
28
23.
Suspension of rights where non-disclosure of interest
28
24.
Uncertificated shares
31
25.
Right to share certificates
32
26.
Replacement of share certificates
32
27.
Execution of share certificates
33
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LIEN
33
28.
Company's lien on shares not fully paid
33
29.
Enforcing lien by sale
33
30.
Application of proceeds of sale
34
CALLS ON SHARES
34
31.
Calls
34
32.
Payment on calls
34
33.
Liability of joint holders
35
34.
Interest due on non-payment
35
35.
Sums due on allotment treated as calls
35
36.
Power to differentiate
35
37.
Payment of calls in advance
35
FORFEITURE AND SURRENDER OF SHARES
35
38.
Notice to pay unpaid calls and forfeiture
35
39.
Notice of forfeiture
36
40.
Forfeited shares to be the property of the Company
36
41.
Board may annul forfeiture
37
42.
Forfeiture not to extinguish liability to pay
37
43.
Statutory declaration as to forfeiture
37
TRANSFER OF SHARES
37
44.
Transfer
37
45.
Rights to decline registration of partly paid shares
38
46.
Other rights to decline registration
38
47.
Notice of refusal
39
48.
No fee for registration
39
49.
Registration of transfers may be suspended
39
50.
Untraced shareholders
39
TRANSMISSION OF SHARES
41
51.
Transmission on death
41
52.
Entry of transmission in register
41
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53.
Election of person entitled by transmission
41
54.
Rights of person entitled by transmission
42
ALTERATION OF SHARE CAPITAL
42
55.
Fractions
42
56.
Reduction of capital
42
GENERAL MEETINGS
43
57.
General meetings
43
58.
Annual general meetings
43
59.
Ordinary business
43
60.
Convening of and participating in general meetings
43
61.
Electronic meetings
44
62.
Separate general meetings
45
63.
General meeting held at more than one physical location
45
NOTICE OF GENERAL MEETINGS
47
64.
Notice
47
65.
Omission or non-receipt of notice
48
66.
Postponement of general meetings
48
PROCEEDINGS AT GENERAL MEETINGS
49
67.
Quorum
49
68.
Procedure if quorum not present
49
69. Accommodation of members, security arrangements and orderly conduct at general
meetings
49
70.
Chairman of general meeting
50
71.
Entitlement to attend, speak and participate
51
72.
Adjournments
51
73.
Notice of adjournment
51
AMENDMENTS
52
74.
Amendments to resolutions
52
75.
Amendments ruled out of order
52
VOTING
52
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76.
Suspension of rights
52
77.
Votes of members
52
78.
Method of voting
54
79.
Procedure if poll demanded
54
80.
When poll to be taken
54
81.
Continuance of other business after poll demand
55
82.
Votes cast in advance
55
83.
Votes on a poll
55
84.
Votes of joint holders
55
85.
Voting on behalf of incapable member
55
86.
No right to vote where sums overdue on shares
56
87.
Objections or errors in voting
56
PROXIES
56
88.
Execution of proxies
56
89.
Delivery of proxies
56
90.
Maximum validity of proxy
58
91.
Form of proxy
58
92.
Cancellation of proxy's authority
58
CORPORATIONS ACTING BY REPRESENTATIVES
59
93.
Representatives of corporations
59
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
59
94.
Number of directors
59
95.
Directors' shareholding qualification
59
96.
Power of the Company to appoint directors
59
97.
Power of the Board to appoint directors
60
98.
Periodic retirement
60
99.
Procedure if insufficient directors appointed
60
100.
Filling vacancies
60
101.
Power of removal by special resolution
61
102.
Persons eligible as directors
61
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CT Global Managed Portfolio Trust plc published this content on 08 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2023 10:32:07 UTC.
CT Global Managed Portfolio Trust PLC is a United Kingdom-based closed-end investment company and carries on business as an investment trust. The Company's investment objective is to provide an attractive level of income with the potential for income and capital growth to income shareholders and to provide capital growth for growth shareholders, in each case through investing principally in a diversified portfolio of investment companies. The Company invests principally in closed ended investment companies, wherever incorporated, which are listed on the Official List of the United Kingdom Listing Authority. The majority of the Companyâs holdings comprise equity investments although it is permitted to invest in other securities issued by investment companies. No investment in either Portfolio (income or growth) may exceed 15% of the relevant Portfolioâs total assets at the time of the latest purchase. Its investment manager is Columbia Threadneedle Investment Business Limited.