CT Global Managed Portfolio Trust : BMO Managed Portfolio Trust – Articles of Association

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)

F10601EH8739764.1

	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
EH8739764.1	i

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
EH8739764.1	ii

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
EH8739764.1	iii

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
EH8739764.1	iv