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3.3. Management Shares

The Management Shares shall bear the rights set forth hereunder and elsewhere in these Memorandum and Articles:

1.  Voting Rights: The Management Shares carry voting rights in respect of all matters to be resolved in a general meeting of the members of the Company;

2.  Appointment of Directors: The Management Shares carry the exclusive right to appoint and remove the members of the Board of Directors of the Company;

3.  Dividend rights: The holders of Management Shares shall not be entitled to any dividends and/or any other distribution to be made out of the profits of the Investment Compartments;

4.  Redemption Rights: The Management Shares are non-redeemable;

5.  Right over liquidation proceeds: In the event of the liquidation, dissolution or winding up of the Company or distribution of its assets in anticipation thereof, the holders of Management Shares shall (I) have the right to repayment of capital after the return of capital paid up on the Investor Units and (ii) after the return of capital, not be entitled to the surplus of assets of the Company.

6.  The Management Shares do not correspond to any investment compartment and the initial value of the management shares represent the amount paid to such issued shares.