THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

of

NB GLOBAL MONTHLY INCOME FUND LIMITED

Registered on 10 March 2011 and

Amended and Restated by wri en special resolu on dated 17 March 2011 Further Amended and Restated by special resolu on dated 27 September 2011 Further amended by special resolu on dated 19 March 2014

Further amended by special resolu on dated 5 April 2017

Further amended by special resolu on dated 8 September 2020 Further amended by special resolu on dated 27 January 2023

TABLE OF CONTENTS

1.

DEFINITIONS

1

2.

INTERPRETATION

12

3.

STANDARD ARTICLES NOT TO APPLY

13

4.

SHARES

13

5.

CLASS ACCOUNTS

15

6.

PRE-EMPTIONON ALLOTMENT AND ISSUE OF SHARES

17

7.

ORDINARY SHARES

19

8.

B SHARES

20

9.

C SHARES

21

10.

COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST

24

11.

DISCLOSURE OF INTERESTS

25

12.

CERTIFICATES AND REGISTER OF MEMBERS

30

13.

LIEN

30

14.

CALLS ON SHARES

31

15.

FORFEITURE AND SURRENDER OF SHARES

32

16.

TRANSFER AND TRANSMISSION OF SHARES

33

17.

ALTERATION OF CAPITAL

37

18.

GENERAL MEETINGS

37

19.

NOTICE OF GENERAL MEETINGS

38

20.

PROCEEDINGS AT GENERAL MEETINGS

38

21.

VOTES OF MEMBERS

41

22.

WRITTEN RESOLUTIONS

43

23.

NUMBER AND APPOINTMENT OF THE BOARD

44

24.

QUALIFICATION AND REMUNERATION OF DIRECTORS

45

25.

ALTERNATE DIRECTORS

46

26.

BORROWING POWERS OF THE BOARD

47

27.

OTHER POWERS AND DUTIES OF THE BOARD

47

28.

POWERS OF ATTORNEY

47

29.

DIRECTORS' INTERESTS AND CONFLICTS OF INTEREST

48

30.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

50

31.

PROCEEDINGS OF DIRECTORS

51

32.

EXECUTIVE DIRECTOR

51

33.

SECRETARY

52

34.

COMMON SIGNATURE

52

35.

THE SEAL

52

36.

AUTHENTICATION OF DOCUMENTS

52

37.

DIVIDENDS AND DISTRIBUTIONS

53

38.

RESERVES

55

39.

CAPITALISATION OF RESERVES

55

40.

ACCOUNTS

56

41.

AUDITORS

56

42.

UNTRACEABLE MEMBERS

57

43.

NOTICES

58

44.

WINDING UP

61

45.

INDEMNITY

62

46.

INSURANCE

62

47.

INSPECTION OF DOCUMENTS

62

48.

SUSPENSION OF NET ASSET VALUE

62

49.

RECORD DATES

63

50.

REDEMPTION OFFER

63

51. SCRIP DIVIDENDS

65

THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

of

NB GLOBAL MONTHLY INCOME FUND LIMITED

1. DEFINITIONS

1.1 In these Ar cles, the following words shall bear the following meanings if not inconsistent with the subject or context:-

Words

Meanings

Administrator

The administrator of the Company as appointed by the

Board from

me to

me.

Admission

Admission of the Ordinary Shares of the Company to

lis ng on the Official List and to trading on the London

Stock Exchange's main market for listed securi es.

AML Legisla on

The Criminal Jus ce (Proceeds of Crime) (Bailiwick of

Guernsey) Law, 1999, the Terrorism and Crime (Bailiwick

of Guernsey) Law, 2002 and the Criminal Jus ce

(Proceeds of Crime) (Financial Services Business)

(Bailiwick of Guernsey) Regula ons, 2007 and any other

applicable

an

-money

laundering legisla on

or

regula on.

Approved Operator

Euroclear UK & Ireland Limited or such other person as

may for the

me

being

be

authorised under

the

Regula ons to operate an Uncer

ficated System.

approved transfer

Has the meaning given to it in Ar

cle 11.16.3.

Ar cles

These Ar cles of Incorpora

on as now framed and at any

1

me altered.

at any

me

At any

me or

mes and includes for the

me being and

from

me to

me.

Auditor

The auditor for the

me being of the Company.

B Share

A share of no par value in the capital of the Company

issued and designated as a B Share of such class as may

be determined by the Directors at the me of issue.

Back Stop Date

Such date as determined by the Directors and set out in

the Specified Conversion Criteria.

Board

The Directors at any

me or the Directors present at a

duly convened mee

ng at which a quorum is present or,

as the case may be, the Directors assembled as a duly

formed commi

ee of such Board.

Business Day

A day on which the London Stock Exchange and banks in

Guernsey are normally open for business.

C Admission

Admission of C Shares of the relevant class to lis ng on

the Official List and to trading on the London Stock

Exchange's main market for listed securi

es.

C Share

A share of no par value in the capital of the Company

issued and designated as a C Share of such class, and

conver

ble into such Correspondent Shares, as may be

determined by the Directors at the me of issue.

C Share Surplus

In rela

on to any class of C Shares, the net assets of the

Company a

ributable to the C Shares of that class as

recorded in the Class Account for that class.

Calcula

on Time

The earliest of:

  1. the close of business on the last Business Day prior to the day on which Force Majeure Circumstances have arisen or the Directors resolve that they are in contempla on;
  2. the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obliga ons in

2

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NB Global Monthly Income Fund Ltd. published this content on 27 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2023 12:48:08 UTC.