THE COMPANIES LAW (2007 REVISION)
                              OF THE CAYMAN ISLANDS
                            COMPANY LIMITED BY SHARES

                              AMENDED AND RESTATED
                     MEMORANDUM AND ARTICLES OF ASSOCIATION

                                       OF

              MORGAN STANLEY COMMODITIES ALPHA FUND (CAYMAN), LTD.

                                        Certified to be a true and correct copy:

                                        Sig: /s/ Flossiebell M. Maragh
                                             --------------------------
                                             Flossiebell M. Maragh

                                        Date: 4 March, 2008

                        THE COMPANIES LAW (2007 REVISION)
                              OF THE CAYMAN ISLANDS
                            COMPANY LIMITED BY SHARES

                              AMENDED AND RESTATED
                            MEMORANDUM OF ASSOCIATION
                                       OF
              MORGAN STANLEY COMMODITIES ALPHA FUND (CAYMAN), LTD.
         (ADOPTED PURSUANT TO A SPECIAL RESOLUTION DATED 3 MARCH 2008)

1     The name of the Company is MORGAN STANLEY COMMODITIES ALPHA FUND (CAYMAN),
      LTD.

2     The Registered Office of the Company shall be at the offices of Maples
      Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
      KY1-1104, Cayman Islands, or at such other place within the Cayman Islands
      as the Directors may decide.

3     The objects for which the Company is established are unrestricted and the
      Company shall have full power and authority to carry out any object not
      prohibited by law.

4     The liability of each Shareholder is limited to the amount unpaid on such
      Shareholder's Shares.

5     The share capital of the Company is US$50,000 divided into 5,000,000
      Shares of US$0.01 par value each.

6     The Company has power to register by way of continuation as a body
      corporate limited by shares under the laws of any jurisdiction outside the
      Cayman Islands and to be deregistered in the Cayman Islands.

7     Capitalised terms that are not defined in this Memorandum of Association
      bear the same meaning given to those terms in the Articles of Association
      of the Company.



[SEAL OF REGISTRAR OF COMPANIES EXEMPTED CAYMAN ISLANDS]

                                        Certified to be a true and correct copy:

                                        Sig: /s/ Flossiebell M. Maragh
                                             --------------------------
                                             Flossiebell M. Maragh

                                        Date: 4 March, 2008

                        THE COMPANIES LAW (2007 REVISION)
                              OF THE CAYMAN ISLANDS
                            COMPANY LIMITED BY SHARES

                              AMENDED AND RESTATED
                             ARTICLES OF ASSOCIATION
                                       OF
              MORGAN STANLEY COMMODITIES ALPHA FUND (CAYMAN), LTD.
         (ADOPTED PURSUANT TO A SPECIAL RESOLUTION DATED 3 MARCH 2008)

1     INTERPRETATION

1.1   In these Articles, Table A in the First Schedule to the Statute does not
      apply and unless there is something in the subject or context inconsistent
      therewith:

      "ADMINISTRATOR"                 means the person, firm or corporation
                                      appointed and from time to time acting as
                                      administrator of the Company.

      "ARTICLES"                      means these articles of association of the
                                      Company.

      "AUDITOR"                       means the person (if any) for the time
                                      being performing the duties of auditor of
                                      the Company.

      "BUSINESS DAY"                  means any day normally treated as a
                                      business day in such places and/or on such
                                      markets as the Directors may from time to
                                      time determine.

      "CAYMAN ISLANDS"                means the British Overseas Territory of
                                      the Cayman Islands.

      "CLASS"                         means a separate class of Share (and
                                      includes any sub-class of any such class).

      "COMPANY"                       means the above-named Company.

      "DIRECTORS"                     means the directors for the time being of
                                      the Company.

      "DOLLARS" or "US$"              refers to the currency of the United
                                      States.

      "ELECTRONIC RECORD"             has the same meaning as in the Electronic
                                      Transactions Law.

      "ELECTRONIC TRANSACTIONS LAW"   means the Electronic Transactions Law
                                      (2003 Revision) of the Cayman Islands.

      "ELIGIBLE INVESTOR"             means a person eligible to hold Shares, as
                                      determined from time to time by the
                                      Directors.




[SEAL OF REGISTRAR OF COMPANIES EXEMPTED CAYMAN ISLANDS]


                                                                               2

      "INVESTMENT MANAGER"            means the person, firm or corporation
                                      appointed and for the time being acting as
                                      the investment manager of the Company.

      "MEMORANDUM"                    means the memorandum of association of the
                                      Company.

      "NET ASSET VALUE"               means the value of the assets less the
                                      liabilities of the Company, or of a
                                      Separate Account (as the context may
                                      require), calculated in accordance with
                                      these Articles.

      "NET ASSET VALUE PER SHARE"     means the amount determined in accordance
                                      with these Articles as being the Net Asset
                                      Value per Share of a particular Class
                                      and/or Series.

      "OFFERING MEMORANDUM"           means an offering memorandum relating to
                                      Shares of any Class and/or Series as
                                      amended or supplemented from time to time.

      "ORDINARY RESOLUTION"           means a resolution passed by a simple
                                      majority of the votes of such Shareholders
                                      as, being entitled to do so, vote in
                                      person or, where proxies are allowed, by
                                      proxy at a general meeting, and includes a
                                      unanimous written resolution.

      "REDEMPTION DATE"               means, in relation to any Class and/or
                                      Series of redeemable Shares, such day or
                                      days as are set out in the Offering
                                      Memorandum or as may be specified by the
                                      Directors from time to time, upon which a
                                      Shareholder is entitled to require the
                                      redemption of Shares of that Class and/or
                                      Series.

      "REDEMPTION FEE"                means such fee (if any) payable by a
                                      Shareholder to the Company on a redemption
                                      of Shares, as the same may be determined
                                      by the Directors and disclosed to the
                                      Shareholder at the time of its
                                      subscription for such Shares.

      "REDEMPTION NOTICE"             means a notice in a form approved by the
                                      Directors by which a holder of Shares is
                                      entitled to require the Company to redeem
                                      its Shares.

      "REDEMPTION PRICE"              means the price determined in accordance
                                      with these Articles at which redeemable
                                      Shares of the relevant Class and/or Series
                                      may be redeemed.

      "REGISTER OF SHAREHOLDERS"      means the register of Shareholders, which
                                      shall be maintained in accordance with the
                                      Statute and includes (except where
                                      otherwise stated) any duplicate Register
                                      of Shareholders.

      "REGISTERED OFFICE"             means the registered office for the time
                                      being of the Company.

      "SALES CHARGE"                  means such sales charge (if any)
                                      determined by the Directors as being
                                      payable by a subscriber on a subscription
                                      for Shares of any Class and/or Series.


                                                                               3

      "SEAL"                          means the common seal of the Company and
                                      includes every duplicate seal.

      "SEPARATE ACCOUNT"              means a separate internal account of the
                                      Company which the Directors may establish
                                      and cause to be maintained in accordance
                                      with these Articles.

      "SERIES"                        means a separate series of Share (and
                                      includes any sub-series of any such
                                      series).

      "SHARE"                         means a participating redeemable Share in
                                      the capital of the Company of US$0.01 par
                                      value and having the rights provided for
                                      in these Articles. Shares may be divided
                                      into Classes in the discretion of the
                                      Directors in accordance with the
                                      provisions of these Articles and each
                                      Class may be further divided into
                                      different Series of Shares and the term
                                      "Share" shall include all such Classes and
                                      Series of Share, as well as any fraction
                                      of a Share.

      "SHAREHOLDER"                   means each person whose name is, from time
                                      to time and for the time being, entered in
                                      the Register of Shareholders as the holder
                                      of one or more Shares.

      "SPECIAL RESOLUTION"            has the same meaning as in the Statute,
                                      and includes a unanimous written
                                      resolution.

      "STATUTE"                       means the Companies Law (2007 Revision) of
                                      the Cayman Islands.

      "SUBSCRIPTION DATE"             means, in relation to Shares of any Class
                                      and/or Series, such day or days as are set
                                      out in the Offering Memorandum or as may
                                      be specified by the Directors from time to
                                      time upon which a person may subscribe for
                                      Shares of that Class and/or Series.

      "SUBSCRIPTION PRICE"            means the price determined in accordance
                                      with these Articles at which Shares of the
                                      relevant Class and/or Series may be
                                      subscribed.

      "SUSPENSION"                    means a determination by the Directors to
                                      postpone or suspend (i) the calculation of
                                      the Net Asset Value of Shares of one or
                                      more Classes and/or Series (and the
                                      applicable Valuation Date); (ii) the issue
                                      of Shares of one or more Classes and/or
                                      Series (and the applicable Subscription
                                      Date); (iii) the redemption of Shares of
                                      one or more Classes and/or Series (and the
                                      applicable Redemption Date); and/or (iv)
                                      the payment of any redemption proceeds
                                      (even if Valuation Dates and Redemption
                                      Dates are not postponed).

      "TRANSFER"                      means, in respect of any Share, any sale,
                                      assignment, exchange, transfer, pledge,
                                      encumbrance or other disposition


                                                                               4

                                      of the legal or beneficial interest in
                                      that Share, and "TRANSFERRED" shall be
                                      construed accordingly.

      "VALUATION DATE"                means, in relation to each Class and/or
                                      Series of Shares, the Business Day or
                                      Business Days determined from time to time
                                      by the Directors to be the day or days on
                                      which the Net Asset Value per Share of
                                      that Class and/or Series is calculated.

      "VALUATION POINT"               means, with respect to any Class and/or
                                      Series, the time or times on the Valuation
                                      Date of such Class and/or Series at which
                                      the Directors determine that the Net Asset
                                      Value per Share of that Class and/or
                                      Series shall be calculated.

1.2   In these Articles :

      (a)   the singular number includes the plural number and vice versa;

      (b)   the masculine gender includes the feminine gender;

      (c)   persons includes corporations;

      (d)   "written" and "in writing" include all modes of representing or
            reproducing words in visible form, including in the form of an
            Electronic Record;

      (e)   "shall" shall be construed as imperative and "may" shall be
            construed as permissive;

      (f)   references to provisions of any law or regulation shall be construed
            as references to those provisions as amended, modified, re-enacted
            or replaced from time to time;

      (g)   any phrase introduced by the terms "including", "include", "in
            particular" or any similar expression shall be construed as
            illustrative and shall not limit the sense of the words preceding
            those terms;

      (h)   the term "and/or" is used herein to mean both "and" as well as "or."
            The use of "and/or" in certain contexts in no respects qualifies or
            modifies the use of the terms "and" or "or" in others. "Or" shall
            not be interpreted to be exclusive, and "and" shall not be
            interpreted to require the conjunctive -- in each case, unless the
            context otherwise requires;

      (i)   any reference to the powers of the Directors shall include, when the
            context admits, the service providers or any other person to whom
            the Directors may delegate their powers;

      (j)   section 8 of the Electronic Transactions Law shall not apply; and

      (k)   headings are inserted for reference only and shall be ignored in
            construing these Articles.

2     COMMENCEMENT OF BUSINESS

2.1   The business of the Company may be commenced as soon after incorporation
      as the Directors shall see fit.


                                                                               5

2.2   The Directors may pay, out of the capital or any other monies of the
      Company, all expenses incurred in or about the formation and operation of
      the Company, including the expenses of registration and the initial
      offering of Shares.

3     SERVICE PROVIDERS

3.1   The Directors may appoint any person, firm or corporation to act as a
      service provider to the Company (whether in general or in respect of any
      Class and/or Series of Shares) and may entrust to and confer upon any such
      service providers any of the functions, duties, powers and discretions
      exercisable by them as Directors, upon such terms and conditions
      (including as to remuneration payable by the Company) and with such powers
      of delegation, but subject to such restrictions, as they think fit.
      Without limiting the generality of the foregoing, such service providers
      may include managers, investment advisers, administrators, registrars,
      transfer agents, custodians and prime brokers.

3.2   Without prejudice to the generality of the preceding Article, the
      Directors may appoint any person, firm or corporation to act as the
      Investment Manager with respect to the assets of the Company (whether in
      general or in respect of any Class and/or Series of Shares). The Directors
      may entrust to and confer upon the Investment Manager any of the
      functions, duties, powers and discretions exercisable by them as Directors
      upon such terms and conditions (including as to remuneration payable by
      the Company) and with such powers of delegation, but subject to such
      restrictions, as they think fit.

4     SHARE CAPITAL

4.1   Subject to these Articles, the Directors may allot, issue, grant options
      or warrants over, or otherwise dispose of, Shares in separate Classes
      and/or Series with different terms, preferences, privileges or special
      rights including, without limitation, with respect to investment strategy
      and/or policy, participation in assets, profits and losses of the Company,
      voting, fees charged (including management, performance and incentive
      fees), redemption privileges, allocation of costs and expenses (including,
      without limitation, the costs and expenses incurred in any hedging
      activities and any profits and losses arising therefrom) as the Directors
      may, in their absolute discretion, determine.

4.2   On or before the allotment of any Share the Directors shall resolve the
      Class and/or Series to which such Share shall be designated. Each Class
      and/or Series shall be specifically identified. The Directors may
      re-designate any Share as part of another Class and/or Series.

4.3   Notwithstanding the currency in which the par value of the Shares is
      denominated, the Directors may specify any currency as the currency in
      which the Subscription Price, Redemption Price and Net Asset Value of
      Shares of a Class and/or Series is calculated.

4.4   The Company shall not issue Shares to bearer.

4.5   Fractional Shares may be issued.

4.6   Unless the Directors determine otherwise, Shares shall only be issued as
      fully paid-up.

4.7   No right of pre-emption or first refusal shall attach to any Shares.


                                                                               6

5     ALLOTMENT AND ISSUE OF SHARES

5.1   The Directors may from time to time allot and issue Shares of any Class
      and/or Series. The Directors may, in their discretion, refuse to allot and
      issue any Shares, and shall not issue any Shares to or for the account of
      an investor who is not an Eligible Investor. If the Directors have
      declared a Suspension of the Net Asset Value of Shares of any Class and/or
      Series, no Shares of that Class or Series (as appropriate) shall be issued
      until the Suspension has ended.

5.2   The Directors shall determine the Subscription Price and the time of issue
      of the first issue of Shares of any Class and/or Series. Thereafter, the
      Directors may allot and issue Shares of the same Class and/or Series on
      any Subscription Date provided that such additional Shares are issued at a
      Subscription Price equal to not less than the Net Asset Value per Share of
      such Class and/or Series calculated on the relevant Subscription Date (or
      if the Subscription Date is not also a Valuation Date then on the
      immediately preceding Valuation Date).

5.3   The Directors may add to the Subscription Price per Share (before making
      any rounding adjustment) an amount which they consider to be an
      appropriate allowance to reflect fiscal and purchase charges which would
      be incurred for the account of the Company in investing an amount equal to
      the Subscription Price. The Directors may also add, in their discretion, a
      Sales Charge and/or an amount equal to any stamp duty and any other
      governmental taxes or charges payable by the Company with respect to the
      issue of such Shares.

5.4   An applicant for Shares shall pay for such Shares in such currencies, in
      such manner, at such time, in such place and to such person acting on
      behalf of the Company as the Directors may from time to time determine.

5.5   Shares shall be issued in such minimum numbers as the Directors may
      specify either generally or in any particular case; likewise the Directors
      may from time to time prescribe an amount as the minimum subscription
      amount.

5.6   The Directors may resolve to accept non-cash assets in satisfaction (in
      whole or in part) of the Subscription Price.

5.7   The Directors may require an applicant for Shares to pay to the Company
      for the benefit of any selling agent such selling commissions or such
      organisational charges as may have been disclosed to such applicant. The
      Directors may differentiate between applicants as to the amount of such
      selling commissions or such organisational charges.

5.8   The Company may, in so far as the Statute permits, pay a commission to any
      person in consideration of that person subscribing or agreeing to
      subscribe whether absolutely or conditionally for any Shares. Such
      commissions may be satisfied by the payment of cash and/or the issue of
      fully or partly paid-up Shares. The Company may also on any issue of
      Shares pay such brokerage as may be lawful.

6     SEPARATE ACCOUNTS

6.1   The Directors shall have the power to establish and maintain, with respect
      to Shares of any Class and/or Series, a Separate Account, to record
      (purely as an internal accounting matter) the allocation, on a
      differentiated basis, of the assets and liabilities of the Company to the
      holders of Shares of any such Class and/or a Series in a manner consistent
      with the methodology set forth in the Offering Memorandum and the rights
      otherwise attaching to the Shares.


                                                                               7

6.2   The proceeds from the issue of Shares of any Class and/or Series shall be
      applied in the books of the Company to the Separate Account established
      for Shares of that Class and/or Series. The assets and liabilities and
      income and expenditure attributable to that Separate Account shall be
      applied to such Separate Account and, subject to the provisions of these
      Articles, to no other Separate Account.

6.3   Where any asset is derived from another asset (whether cash or otherwise),
      such derivative asset shall be applied in the books of the Company to the
      same Separate Account as the asset from which it was derived, and on each
      revaluation of an asset the increase or diminution in value shall be
      applied to the same Separate Account and, subject to the provisions of
      these Articles, to no other Separate Account.

6.4   In the case of any asset or liability of the Company which the Directors
      do not consider is attributable to a particular Separate Account, the
      Directors shall have discretion to determine the basis upon which any such
      asset or liability shall be allocated between or among Separate Accounts.

6.5   The Directors may, in the books of the Company, allocate assets and
      liabilities to and from Separate Accounts if, as a result of a creditor
      proceeding against certain of the assets of the Company or otherwise, a
      liability would be borne in a different manner from that in which it would
      have been borne if applied under the foregoing Articles.

6.6   The Directors may from time to time transfer, allocate or exchange an
      asset or liability from one Separate Account to another Separate Account
      provided that at the time of such transfer, allocation or exchange the
      Directors form the opinion (in good faith) that the value in money or
      money's worth of each such asset or liability transferred, allocated or
      exchanged is not significantly less or more than the value in money or
      money's worth received by the Separate Account from which such asset or
      liability is transferred, allocated or exchanged.

7     DETERMINATION OF NET ASSET VALUE

7.1   The Net Asset Value and Net Asset Value per Share of each Class and/or
      Series shall be determined by or on behalf of the Directors as at the
      relevant Valuation Point on each relevant Valuation Date.

7.2   In calculating the Net Asset Value and the Net Asset Value per Share the
      Directors shall apply such generally accepted accounting principles as
      they may determine.

7.3   The assets and liabilities of the Company shall be valued in accordance
      with such policies as the Directors may determine. Absent bad faith or
      manifest error, any valuation made pursuant to these Articles shall be
      binding on all persons.

7.4   Unless otherwise determined by the Directors in any resolution creating a
      Class and/or Series of Share or as otherwise disclosed in any Offering
      Memorandum, the Net Asset Value per Share of each Class (or Series) shall
      be determined by allocating pro rata the Net Asset Value, as at the
      relevant Valuation Point, of the Company and/or of the relevant Separate
      Account among each Class and/or Series, adjusting the amount so calculated
      to reflect any fees, costs, foreign exchange items or other assets or
      liabilities which are properly attributable to a specific Class and/or
      Series and then by dividing the resultant amount by the number of Shares
      of such Class and/or Series then in issue.


                                                                               8

7.5   The Directors may determine that the Net Asset Value of any Class and/or
      Series shall be definitively determined on the basis of estimates and that
      such determination shall not be modified to reflect final valuations.

7.6   Any expense or liability may be amortised over such period as the
      Directors may determine.

7.7   The Directors may establish such reserves as they deem reasonably
      necessary for Company expenses and any other contingent Company
      liabilities, and may, upon the reversal or release of such reserves, apply
      any monies resulting therefrom in such manner as they may, in their
      absolute discretion, determine.

7.8   Net Asset Value per Share shall be rounded to the nearest cent or such
      other amount as the Directors may determine and the benefit of any such
      roundings may be retained by the Company.

7.9   If the liabilities of a Separate Account exceed its assets on a
      calculation of Net Asset Value on a Valuation Date then the Directors may
      attribute the amount by which the liabilities exceed the assets between
      the other Separate Accounts according to the respective Net Asset Value of
      the other Separate Accounts and treat them as a liability of each such
      Separate Account.

7.10  The Directors may cause the Company to issue new Shares at par or to
      compulsorily redeem at par such number of Shares as they consider
      necessary to address, in such manner as they consider equitable, any prior
      miscalculation of Net Asset Value or Net Asset Value per Share. The
      Company shall not be required to pay to the holder the redemption proceeds
      of any such compulsorily redeemed Shares, which proceeds shall be retained
      by the Company.

8     SUSPENSIONS

8.1   The Directors may, from time to time, in their absolute discretion and for
      any reason, declare a Suspension.

8.2   The Directors shall promptly notify all affected Shareholders of any such
      Suspension and shall promptly notify such Shareholders upon termination of
      such Suspension.

9     TRANSFER OF SHARES

9.1   Shares may not be Transferred without the prior written approval of the
      Directors (which may be withheld for any or no reason) provided that the
      Directors may waive this requirement to the extent that they deem
      appropriate in connection with the listing of any Class or Series of Share
      on a stock exchange.

9.2   The Directors shall not register any Transfer of any Share to any person
      who is, in the opinion of the Directors, not an Eligible Investor.

9.3   Any proposed transferee shall provide to the Directors such information
      and documents as the Directors may request, including, without limitation,
      such documents or information as the Directors deem necessary or
      desirable:

      (a)   to enable the Directors to determine that the proposed transferee is
            an Eligible Investor; and


                                                                               9

      (b)   to enable the Company to comply with all applicable laws, including
            anti-money laundering laws.

9.4   The instrument of Transfer of any Share shall be in writing and shall be
      executed by or on behalf of the transferor (and, if the Directors so
      require, signed by or on behalf of the transferee). The transferor shall
      be deemed to remain the holder of a Share until the name of the transferee
      is entered in the Register of Shareholders.

10    TRANSMISSION OF SHARES

10.1  If a Shareholder dies, the survivor or survivors (where the Shareholder
      was a joint holder) or his or her legal personal representatives (where
      the Shareholder was a sole holder) shall be the only persons recognised by
      the Company as having any title to the Shareholder's interest in the
      Company. The death of any Shareholder shall not operate to relieve, waive
      or reduce any liabilities attaching to the Shareholder's Shares at the
      time of death and such liabilities shall continue to bind any survivor or
      survivors, or any personal representative, as the case may be.

10.2  Any person becoming entitled to a Share in consequence of the death or
      bankruptcy, or the liquidation or dissolution of a Shareholder (or in any
      other way than by Transfer) and who is an Eligible Investor may, upon
      delivery to the Directors of such evidence as may from time to time be
      required by them of:

      (a)   such person's entitlement to such Shares; and/or

      (b)   such person's status as an Eligible Investor,

      elect, either to become the holder of such Share or to have such Share
      Transferred to another Eligible Investor nominated by such person. If such
      person elects to become the holder of such Share, such person shall give
      notice in writing to the Directors to that effect, but the Directors
      shall, in either case, have the same right to decline registration of such
      person as a holder of such Share as they would have had in the case of a
      Transfer of the Share by that Shareholder before his or her death or
      bankruptcy, or liquidation or dissolution, as the case may be.

10.3  Any person becoming entitled to a Share in consequence of the death or
      bankruptcy, or the liquidation or dissolution, of a Shareholder (or in any
      other way than by Transfer) and who is not an Eligible Investor shall not
      be registered as the holder of such Share and shall promptly Transfer such
      Share to an Eligible Person in accordance with these Articles.

10.4  A person becoming entitled to a Share by reason of the death or bankruptcy
      or liquidation or dissolution of the holder (or in any other case than by
      Transfer), and who is an Eligible Investor, shall be entitled to the same
      dividends and other advantages to which such person would be entitled if
      such person were the registered holder of such Share. However, the person
      shall not, before becoming a Shareholder in respect of a Share, be
      entitled in respect of it to exercise any right conferred by membership in
      relation to meetings of the Company and the Directors may at any time give
      notice requiring any such person to elect either to be registered himself
      or to have some person nominated by him become the holder of the Share
      (but the Directors shall, in either case, have the same right to decline
      or suspend registration as they would have had in the case of a transfer
      of the Share by the relevant Shareholder before his death or bankruptcy or
      liquidation or dissolution or any other case than by transfer, as the case
      may be). If the notice is not complied with within ninety days the
      Directors may thereafter withhold payment of all


                                                                              10

      dividends, bonuses or other monies payable in respect of the Share until
      the requirements of the notice have been complied with.

11    REDEMPTION OF SHARES

11.1  Subject to any provisions relating to a specific Class and/or Series as
      set out in the Offering Memorandum or these Articles or in any resolution
      constituting a Class and/or Series or otherwise forming part of the
      special rights of such Shares, a Shareholder may require the redemption of
      all or any of such Shareholder's Shares by serving a Redemption Notice on
      the Company. Unless timely receipt is waived by the Directors in a
      particular case, a Redemption Notice shall be required to be received on a
      Redemption Date with respect to such Shares (or such number of days prior
      to such Redemption Date as may be determined by the Directors). Any
      Shareholder redeeming Shares shall submit to the Directors the share
      certificate (if any) issued in respect of those Shares. The Company shall
      redeem such Shares at the Redemption Price, being an amount equal to the
      Net Asset Value per Share of the relevant Class and/or Series calculated
      on the relevant Redemption Date (or if the Redemption Date is not a
      Valuation Date then on the immediately preceding Valuation Date).

11.2  The Directors may deduct any Redemption Fee from the Redemption Price. The
      Directors may also deduct such amount which they consider to be an
      appropriate allowance to reflect fiscal and sale charges which would be
      incurred for the account of the Company in realising assets or closing out
      positions to provide funds to meet any redemption request.

11.3  A Shareholder may not withdraw a Redemption Notice once submitted to the
      Company unless (a) the Directors shall have postponed or suspended (i) the
      calculation of the Net Asset Value of Shares of the relevant Classes
      and/or Series or (ii) the redemption of Shares of the relevant Classes
      and/or Series or (b) the Directors determine (in their sole discretion) to
      permit the withdrawal of such redemption request (which they may do in
      whole or in part). If a Suspension of redemptions of Shares of the
      relevant Class and/or Series has been declared by the Directors, the right
      of a Shareholder to have its Shares redeemed shall be suspended and during
      the period of Suspension the Shareholder may withdraw its Redemption
      Notice. Any withdrawal of the Redemption Notice shall be made in writing
      and shall only be effective if actually received by the Company before the
      termination of the period of Suspension. If the Redemption Notice is not
      withdrawn, any Shares the redemption of which has been suspended shall be
      redeemed once the Suspension has ended at the Redemption Price for Shares
      of the relevant Class and/or Series calculated at the Valuation Point on
      the Valuation Date next following the end of the Suspension.

11.4  If the Directors receive Redemption Notices in respect of Shares on any
      Valuation Date which, in aggregate, represent Net Asset Value in excess of
      such proportion of the Net Asset Value of the Company (or of the relevant
      Class and/or Series) on that Valuation Date as the Directors may
      determine, the Directors may refuse to redeem all such Shares which are
      subject to the Redemption Notices, but in such circumstances the Directors
      may scale down the amounts to be redeemed to such extent and in such
      manner as they consider may be necessary. Where any redemption requests
      have been scaled down pursuant to this Article, the Directors may
      determine that any Redemption Notices which have been postponed from any
      prior Redemption Date shall have priority on any subsequent Redemption
      Date, or may take such other steps in respect of such postponed Redemption
      Notices as they deem appropriate.

11.5  If the Company is required by the laws of any relevant jurisdiction to
      make a withholding from any redemption monies payable to the holder of
      Shares the amount of such withholding shall be deducted from the
      redemption monies otherwise payable to such person.


                                                                              11

11.6  No redemption of part of a Shareholder's holding of Shares of any one
      Class and/or Series may be made if, as a result thereof, such Shareholder
      would hold fewer Shares of such Class and/or Series than such minimum
      number or value of Shares of such Class and/or Series as may from time to
      time be specified (either generally or in any particular case or cases) by
      the Directors. If such partial redemption would reduce such Shareholder's
      holding of Shares to less than such minimum holding, the Directors may, in
      their discretion, elect to compulsorily redeem all of such Shareholder's
      Shares.

11.7  The Company may, in the absolute discretion of the Directors, refuse to
      make a redemption payment to a Shareholder if the Directors suspect or are
      advised that the payment of any redemption proceeds to such Shareholder
      may result in a breach or violation of any anti-money laundering law by
      any person in any relevant jurisdiction, or if such refusal is necessary
      to ensure the compliance by the Company, its Directors, the Administrator
      or any other service provider of the Company with any anti-money
      laundering law in any relevant jurisdiction.

11.8  Any amount payable to a Shareholder for the redemption of Shares shall be
      paid in such currency or currencies as the Directors may determine. The
      Company shall remit redemption proceeds (net of the costs of remittance)
      by cheque or wire transfer within such period or periods as the Directors
      shall have disclosed to the Shareholder at the time of its subscription
      for Shares or, in the absence of any such disclosure, within such period
      or periods as the Directors shall determine. In the absence of directions
      as to payment the Company may remit redemption proceeds by cheque to the
      address of the Shareholder appearing on the Register of Shareholders or by
      wire transfer to such account as the Directors deem appropriate in the
      circumstances. The Company shall not be liable for any loss resulting from
      this procedure.

11.9  On any redemption of Shares the Directors shall have the power to divide
      in specie the whole or any part of the assets of the Company and to
      appropriate such assets in satisfaction or part satisfaction of the
      Redemption Price and any other sums payable on redemption as provided in
      these Articles.

11.10 Once a Share is redeemed the Shareholder shall cease to be entitled to any
      rights in respect of it (except the right to receive the redemption
      proceeds in respect thereof and any dividend which has been declared but
      not paid prior to the relevant Redemption Date). The Shareholder's name
      shall be removed from the Register of Shareholders in respect of that
      Share and that Share shall be available for re issue, and until re issue
      shall form part of the authorised and unissued share capital of the
      Company.

11.11 Upon the written request of a Shareholder or prospective Shareholder in a
      form acceptable to the Directors, the Company may, in the discretion of
      the Directors, accept a standing redemption request from such Shareholder
      or prospective Shareholder pursuant to which the Company shall agree
      (without assuming any liability for failing to do so) to use its
      commercially reasonable efforts to redeem such Shareholder's Shares to the
      extent necessary to ensure that such Shareholder does not own over a
      specified percentage of the outstanding Shares of the Company or any Class
      and/or Series thereof; such percentage to be the percentage identified by
      such Shareholder or prospective Shareholder in such written request as
      being the percentage which such Shareholder's or prospective Shareholder's
      ownership cannot exceed without material risk of such Shareholder or
      prospective Shareholder being in violation of applicable law or
      regulation. Any such written request may be revoked by notice in writing
      to the Company from the affected Shareholder.


                                                                              12

12    COMPULSORY REDEMPTION

12.1  The Directors may cause the Company to redeem any or all of the Shares
      held by any person at the appropriate Redemption Price at any time and for
      any reason. If the Directors determine compulsorily to redeem any Shares
      under this Article they shall give the holder of the Shares such notice of
      the redemption as they shall have disclosed to the Shareholder at the time
      of its subscription for Shares or, in the absence of any such disclosure,
      within such period as the Directors shall determine.

12.2  Without prejudice to the generality of the foregoing, the Company may
      (without notice) compulsorily redeem the Shares of any Shareholder and, on
      behalf of such Shareholder, apply the proceeds of redemption in paying for
      new Shares to give effect to any exchange, conversion or roll-up policy
      disclosed to Shareholders pursuant to which Shares of one Class or Series
      (the "OLD SHARES") may, at the option of the Company, be exchanged for
      Shares of another Class or Series (the "NEW SHARES") by means of the
      redemption of the Old Shares and the immediate re-subscription of the
      redemption proceeds in paying up the New Shares.

13    DESIGNATED INVESTMENTS

      The Directors may, in their discretion, classify certain of the Company's
      investments which are deemed by the Directors or the Investment Manager to
      be illiquid or the value of which is not readily or reliably ascertainable
      or which may have a relatively long-term investment horizon as "DESIGNATED
      INVESTMENTS". Once so classified, Designated Investments shall be
      represented by a separate Class and/or Series of Shares which, unless
      otherwise determined by the Directors, shall be allotted only to those
      Shareholders who are holders of Shares at the time of such designation.
      The gains and losses attributable to Designated Investments shall be
      segregated and separately calculated and attributed amongst Shareholders
      holding Shares of the relevant Class or Series in such manner as the
      Directors, in their absolute discretion, consider fair and equitable.
      Shares of any such separate Class and/or Series may be issued by way of
      bonus or by way of conversion or exchange of all or part of a
      Shareholder's holding of Shares of another Class and/or Series. Similarly,
      Shares of a Designated Investment Class may be converted or exchanged back
      into Shares of the original Class and/or Series upon the Directors making
      a determination that the relevant investment no longer qualifies as a
      Designated Investment. The power to convert or exchange Shares of one
      Class and/or Series into Shares of another Class and/or Series may be
      effected by the Directors in any manner permitted by the Statute and the
      Articles, including the compulsory redemption of Shares of one Class
      and/or Series and the application of the proceeds of redemption in
      subscribing for Shares of the other Class and/or Series or by
      redesignating a portion of the Shares of any existing Class and/or Series
      as thereafter belonging to a new Class and/or Series. Shares of a Class or
      Series of Shares which represent Designated Investments shall not, unless
      the Directors otherwise determine, be redeemable at the option of the
      Shareholders holding such Shares.

14    PURCHASE OF SHARES

14.1  Subject to the provisions of the Statute and without prejudice to these
      Articles, the Company may purchase its own Shares (including any
      redeemable Shares) provided that the Shareholders approve the manner of
      purchase by Ordinary Resolution.

14.2  The Company may make a payment in respect of the redemption or purchase of
      its own Shares in any manner permitted by the Statute, including out of
      capital.


                                                                              13

15    VARIATION OF SHARE RIGHTS

15.1  Subject to the Statute, all or any of the special rights for the time
      being attached to any Class or Series of Shares in issue (unless otherwise
      provided by the terms of issue of those Shares) may from time to time
      (whether or not the Company is being wound up) be varied with the consent
      in writing of the holders of not less than two-thirds by Net Asset Value
      of the issued Shares of that Class or Series, or with the sanction of a
      resolution passed by a majority of at least two-thirds of the votes cast
      at a separate meeting of the holders of such Shares. To any such meeting
      all the provisions of these Articles as to general meetings shall mutatis
      mutandis apply, but so that any holder of a Share present in person or by
      proxy may demand a poll, and the quorum for any such meeting shall be
      Shareholders holding not less than twenty per cent. by Net Asset Value of
      the issued Shares of the relevant Class or Series.

15.2  For the purposes of a separate Class meeting, the Directors may treat two
      or more or all the Classes or Series of Shares as forming one Class or
      Series if the Directors consider that such Classes or Series would be
      affected in the same way by the proposals under consideration, but in any
      other case shall treat them as separate Classes or Series.

15.3  The special rights attached to each Class or Series of Share shall be
      deemed to be varied by the creation or issue of any Shares ranking in
      priority to them with respect to participation in the profits or assets of
      the Company, except where the Shares so created or issued are Shares in
      relation to which a Separate Account is established, and the priority
      granted to the holders of such Shares in relation to the profits or assets
      of such Separate Account (or any other assets of the Company) is no
      greater than the priority granted to the holders of the Shares of each
      other Class or Series then in issue in respect of the profits and assets
      of the Separate Accounts to which such last mentioned Shares relate.

15.4  Subject to the foregoing Articles, the special rights conferred upon the
      holders of Shares issued with preferred or other special rights shall not
      (unless otherwise expressly provided by the conditions of issue of such
      Shares) be deemed to be varied by:

      (a)  the creation, allotment or issue of further Shares ranking pari passu
           therewith;

      (b)  the repurchase or redemption of any Shares; or

      (c)  the exercise of the powers to allocate assets and charge liabilities
           to the various Separate Accounts or any of them and to transfer the
           same to and from the various Separate Accounts or any of them, as
           provided for in these Articles.

16    VARIATION OF TERMS

      The Directors, with the consent of the Investment Manager, shall have the
      absolute discretion to agree with a Shareholder to waive or modify the
      business terms applicable to such Shareholder's subscription for Shares
      (including those relating to management and performance fees and
      redemption terms) without obtaining the consent of any other Shareholder;
      provided that such waiver or modification does not amount to a variation
      of the special rights attaching to any Shares.


                                                                              14

17    CERTIFICATES FOR SHARES

17.1  A Shareholder shall only be entitled to a share certificate if the
      Directors resolve that share certificates shall be issued. Share
      certificates representing Shares, if any, shall be in such form as the
      Directors may determine. Share certificates shall be signed by one or more
      Directors or another person authorised by the Directors. The Directors may
      authorise certificates to be issued with the authorised signature(s)
      affixed by mechanical process. All certificates for Shares shall be
      consecutively numbered or otherwise identified and shall specify the
      Shares to which they relate. All certificates surrendered to the Company
      for transfer shall be cancelled and, subject to these Articles, no new
      certificate shall be issued until the former certificate representing a
      like number of relevant Shares shall have been surrendered and cancelled.

17.2  The Company shall not be bound to issue more than one certificate for
      Shares held jointly by more than one person and delivery of a certificate
      to one joint holder shall be a sufficient delivery to all of them.

17.3  If a share certificate is defaced, worn out, lost or destroyed, it may be
      renewed on such terms (if any) as to evidence and indemnity and on the
      payment of such expenses reasonably incurred by the Company in
      investigating evidence, as the Directors may prescribe, and (in the case
      of defacement or wearing out) on delivery up of the old certificate.

18    REGISTER OF SHAREHOLDERS

      The Company shall maintain or cause to be maintained the Register of
      Shareholders.

19    CLOSING REGISTER OF SHAREHOLDERS AND FIXING RECORD DATE

19.1  For the purpose of determining Shareholders entitled to notice of, or to
      vote at any meeting of Shareholders or any adjournment thereof, or
      Shareholders entitled to receive payment of any dividend, or in order to
      make a determination of Shareholders for any other proper purpose, the
      Directors may provide that the Register of Shareholders shall be closed
      for transfers for a stated period which shall not in any case exceed
      thirty days.

19.2  In lieu of, or apart from, closing the Register of Shareholders, the
      Directors may fix in advance or arrears a date as the record date for any
      such determination of Shareholders entitled to notice of, or to vote at
      any meeting of the Shareholders or any adjournment thereof, or for the
      purpose of determining the Shareholders entitled to receive payment of any
      dividend or in order to make a determination of Shareholders for any other
      proper purpose.

19.3  If the Register of Shareholders is not so closed and no record date is
      fixed for the determination of Shareholders entitled to notice of, or to
      vote at, a meeting of Shareholders or Shareholders entitled to receive
      payment of a dividend, the date on which notice of the meeting is sent or
      the date on which the resolution of the Directors declaring such dividend
      is passed, as the case may be, shall be the record date for such
      determination of Shareholders. When a determination of Shareholders
      entitled to vote at any meeting of Shareholders has been made as provided
      in this Article, such determination shall apply to any adjournment
      thereof.

20    NON RECOGNITION OF TRUSTS

      The Company shall not be bound by or compelled to recognise in any way
      (even when notified) any equitable, contingent, future or partial interest
      in any Share, or (except only as is otherwise


                                                                              15

      provided by these Articles or the Statute) any other rights in respect of
      any Share other than an absolute right to the entirety thereof in the
      registered holder.

21    CALL ON SHARES

21.1  Subject to the terms on which such Shares have been issued the Directors
      may, from time to time, make calls upon the Shareholders in respect of any
      monies unpaid on their Shares (whether in respect of par value or
      premium), and each Shareholder shall (subject to receiving at least
      fourteen days notice specifying the time or times of payment) pay to the
      Company at the time or times so specified the amount called on the Shares.
      A call may be revoked or postponed as the Directors may determine. A call
      may be required to be paid by instalments. A person upon whom a call is
      made shall remain liable for calls made upon that person notwithstanding
      the subsequent Transfer of the Shares in respect of which the call was
      made.

21.2  A call shall be deemed to have been made at the time when the resolution
      of the Directors authorising such call was passed.

21.3  The joint holders of a Share shall be jointly and severally liable to pay
      all calls in respect thereof.

21.4  If a call remains unpaid after it has become due and payable, the person
      from whom it is due shall pay interest on the amount unpaid from the day
      it became due and payable until it is paid at such rate as the Directors
      may determine, but the Directors may waive payment of the interest wholly
      or in part.

21.5  An amount payable in respect of a Share on issue or allotment, or on any
      fixed date, whether on account of the par value of the Share or premium or
      otherwise, shall be deemed to be a call and if it is not paid all the
      provisions of these Articles shall apply as if that amount had become due
      and payable by virtue of a call.

21.6  The Directors may issue Shares with different terms as to the amount and
      times of payment of calls, or the interest to be paid.

21.7  The Directors may, if they think fit, receive an amount from any
      Shareholder willing to advance all or any part of the monies uncalled and
      unpaid upon any Shares held by it, and may (until the amount would
      otherwise become payable) pay interest at such rate as may be agreed upon
      between the Directors and the Shareholder paying such amount in advance.

21.8  No such amount paid in advance of calls shall entitle the Shareholder
      paying such amount to any portion of a dividend declared in respect of any
      period prior to the date upon which such amount would, but for such
      payment, become payable.

22    FORFEITURE OF SHARES

22.1  If a call remains unpaid after it has become due and payable the Directors
      may give to the person from whom it is due not less than fourteen clear
      days notice requiring payment of the amount unpaid together with any
      interest, which may have accrued. The notice shall specify where payment
      is to be made and shall state that if the notice is not complied with the
      Shares in respect of which the call was made will be liable to be
      forfeited.

22.2  If the terms of the notice referred to in the previous Article are not
      complied with, any Share in respect of which such notice was given may,
      before the payment required by the notice has been


                                                                              16

      made, be forfeited by a resolution of the Directors. Such forfeiture shall
      include all dividends or other monies declared payable in respect of the
      forfeited Share and not paid before the forfeiture.

22.3  A forfeited Share may be sold, re-allotted or otherwise disposed of on
      such terms and in such manner as the Directors think fit and at any time
      before a sale, re-allotment or disposition the forfeiture may be cancelled
      on such terms as the Directors think fit. Where, for the purposes of its
      disposal, a forfeited Share is to be Transferred to any person the
      Directors may authorise any person to execute an instrument of Transfer of
      the Share in favour of that person.

22.4  A person, any of whose Shares have been forfeited, shall cease to be a
      Shareholder in respect of them and shall surrender to the Company for
      cancellation any certificate for the Shares forfeited. That person shall
      however remain liable to pay to the Company all monies which, at the date
      of forfeiture, were payable by such person to the Company in respect of
      those Shares, together with interest thereon at the rate specified by the
      Directors, but such person's liability shall cease if and when the Company
      shall have received payment in full of all monies due and payable by such
      person in respect of those Shares.

22.5  A certificate in writing under the hand of one Director or officer of the
      Company that a Share has been forfeited on a specified date shall be
      conclusive evidence of the fact as against all persons claiming to be
      entitled to the Share. The certificate shall (subject to the execution of
      an instrument of Transfer) constitute a good title to the Share and the
      person to whom the Share is disposed of shall not be bound to see to the
      application of the purchase money, if any, nor shall such person's title
      to the Share be affected by any irregularity or invalidity in the
      proceedings in reference to the forfeiture, sale or disposal of the Share.

22.6  The provisions of these Articles as to forfeiture of Shares shall apply in
      the case of non-payment of any sum which, pursuant to the terms of issue
      of a Share, becomes payable at a fixed time, whether on account of the par
      value of the Share or by way of premium as if it had been payable by
      virtue of a call duly made and notified.

23    LIEN ON SHARES

23.1  The Company shall have a first and paramount lien on all Shares (whether
      fully paid-up or not) registered in the name of a Shareholder (whether
      solely or jointly with others) for all debts, liabilities or engagements
      to or with the Company (whether presently payable or not) by such
      Shareholder or such Shareholder's estate, either alone or jointly with any
      other person, whether a Shareholder or not, but the Directors may at any
      time declare any Share to be wholly or in part exempt from the provisions
      of this Article. The registration of a Transfer of any such Share shall
      operate as a waiver of the Company's lien thereon. The Company's lien on a
      Share shall also extend to any amount payable in respect of that Share.

23.2  The Company may sell, in such manner as the Directors think fit, any
      Shares on which the Company has a lien, if a sum in respect of which the
      lien exists is presently payable, and is not paid within fourteen clear
      days after notice has been given to the holder of the Shares, or to the
      person entitled to it in consequence of the death or bankruptcy of the
      holder, demanding payment and stating that if the notice is not complied
      with the Shares may be sold.

23.3  To give effect to any such sale the Directors may authorise any person to
      execute an instrument of Transfer of the Shares sold to, or in accordance
      with the directions of, the purchaser. The purchaser or such purchaser's
      nominee shall be registered as the holder of the Shares comprised in any
      such Transfer, and the purchaser shall not be bound to see to the
      application of the


                                                                              17

      purchase money, nor shall the purchaser's title to the Shares be affected
      by any irregularity or invalidity in the sale or the exercise of the
      Company's power of sale under these Articles.

23.4  The net proceeds of such sale after payment of costs, shall be applied in
      payment of such part of the amount in respect of which the lien exists as
      is presently payable and any balance shall (subject to a like lien for
      sums not presently payable as existed upon the Shares before the sale) be
      paid to the person entitled to the Shares at the date of the sale.

24    AMENDMENTS OF MEMORANDUM AND ARTICLES AND ALTERATION OF CAPITAL

24.1  The Company may, by Ordinary Resolution:

      (a)  increase its share capital by such sum and with such rights,
           priorities and privileges annexed thereto, as the resolution shall
           prescribe;

      (b)  consolidate and divide all or any of its share capital into Shares of
           larger amount than its existing Shares;

      (c)  by subdivision of its existing Shares or any of them divide the whole
           or any part of its share capital into Shares of smaller amount than
           is fixed by the Memorandum; and

      (d)  cancel any Shares that at the date of the passing of the resolution
           have not been taken or agreed to be taken by any person.

24.2  All new Shares created in accordance with the provisions of the preceding
      Article shall be subject to the same provisions of these Articles with
      reference to liens, Transfer, transmission and otherwise as the Shares in
      the original share capital.

24.3  Subject to the provisions of the Statute and the provisions of these
      Articles as regards the matters to be dealt with by Ordinary Resolution
      the Company may, by Special Resolution:

      (a)  change its name;

      (b)  alter or add to these Articles;

      (c)  alter or add to the Memorandum with respect to any objects, powers or
           other matters specified therein; and

      (d)  reduce its share capital or any capital redemption reserve fund.

25    REGISTERED OFFICE

      Subject to the provisions of the Statute, the Company may by resolution of
      the Directors change the location of its Registered Office. The Company
      may, in addition to its Registered Office, maintain such other offices or
      places of business as the Directors determine.

26    GENERAL MEETINGS

26.1  All general meetings other than annual general meetings shall be called
      extraordinary general meetings. The Directors may call general meetings.


                                                                              18

26.2  The Company may, but shall not be obliged to hold a general meeting in
      each year as its annual general meeting, and shall specify the meeting as
      such in the notice calling it. Any annual general meeting shall be held at
      such time and place as the Directors shall determine.

26.3  The Directors shall, on a Shareholders' requisition, forthwith proceed to
      convene an extraordinary general meeting of the Company. A Shareholders'
      requisition is a requisition of Shareholders of the Company holding at the
      date of deposit of the requisition not less than ten per cent. in Net
      Asset Value of the Shares as at that date which carry the right to vote at
      general meetings of the Company.

26.4  The requisition must state the objects of the meeting and must be signed
      by the requisitionists and deposited at the Registered Office, and may
      consist of several documents in like form each signed by one or more
      requisitionists.

26.5  If the Directors do not, within twenty-one days from the date of the
      deposit of the requisition, duly proceed to convene a general meeting to
      be held within a further twenty-one days, the requisitionists, or any of
      them representing more than one-half of the total voting rights of all of
      them, may themselves convene a general meeting, but any meeting so
      convened shall not be held after the expiration of three months after the
      expiration of the first above-mentioned twenty-one days.

26.6  A general meeting convened as aforesaid by requisitionists shall be
      convened in the same manner, as nearly as possible, as that in which
      general meetings are to be convened by Directors.

27    NOTICE OF GENERAL MEETINGS

27.1  At least five Business Days' notice shall be given of any general meeting.
      Every notice shall be exclusive of the day on which it is given or deemed
      to be given and of the day on which the meeting is to be held and shall
      specify the place, the day and the hour of the meeting and the general
      nature of the business and shall be given in the manner hereinafter
      mentioned or in such other manner if any as may be prescribed by the
      Company, provided that a general meeting of the Company shall, whether or
      not the notice specified in this Article has been given and whether or not
      the provisions of these Articles regarding general meetings have been
      complied with, be deemed to have been duly convened if it is so agreed:

      (a)  in the case of an annual general meeting, by all the Shareholders
           entitled to attend and vote thereat; and

      (b)  in the case of an extraordinary general meeting, by a majority in
           number of the Shareholders having the right to attend and vote at the
           meeting, being a majority together holding not less than ninety five
           per cent. in Net Asset Value of the Shares giving that right.

27.2  The accidental omission to give notice of a general meeting to, or the non
      receipt of notice of a meeting by, any person entitled to receive notice
      thereof shall not invalidate the proceedings of that meeting.


                                                                              19

28    PROCEEDINGS AT GENERAL MEETINGS

28.1  No business shall be transacted at any general meeting unless a quorum is
      present. A quorum shall be one or more Shareholders (present in person, by
      proxy or authorised corporate representative, as the case may be) entitled
      to attend and vote and representing not less than twenty per cent. in Net
      Asset Value of all of the Shares in issue and carrying the right to vote
      at the meeting.

28.2  A person may, with the consent of the Directors, participate at a general
      meeting by conference telephone or other communications equipment by means
      of which all the persons participating in the meeting can communicate with
      each other. Participation by a person in a general meeting in this manner
      is treated as presence in person at that meeting.

28.3  A resolution (including a Special Resolution) in writing (in one or more
      counterparts) signed by all Shareholders for the time being entitled to
      receive notice of and to attend and vote at general meetings (or, being
      corporations or other non-natural persons, signed by their duly authorised
      representatives) shall be as valid and effective as if the resolution had
      been passed at a general meeting of the Company duly convened and held.

28.4  If a quorum is not present within half an hour from the time appointed for
      the meeting or if during such a meeting a quorum ceases to be present, the
      meeting, if convened upon the requisition of Shareholders, shall be
      dissolved and in any other case it shall stand adjourned to the same day
      in the next week at the same time and place or to such other day, time or
      such other place as the Directors may determine, and if at the adjourned
      meeting a quorum is not present within half an hour from the time
      appointed for the meeting the Shareholders present shall be a quorum.

28.5  The chairman, if any, of the board of Directors shall preside as chairman
      at every general meeting of the Company, or if there is no such chairman,
      or if the chairman shall not be present within fifteen minutes after the
      time appointed for the holding of the meeting, or is unwilling to act, the
      Directors present shall elect one of their number to be chairman of the
      meeting.

28.6  If no Director is willing to act as chairman, or if no Director is present
      within fifteen minutes after the time appointed for holding the meeting,
      the Shareholders present shall choose one of their number to be chairman
      of the meeting.

28.7  The chairman may, with the consent of a meeting at which a quorum is
      present (and shall if so directed by the meeting) adjourn the meeting from
      time to time and from place to place, but no business shall be transacted
      at any adjourned meeting other than the business left unfinished at the
      meeting from which the adjournment took place. When a general meeting is
      adjourned for thirty days or more, notice of the adjourned meeting shall
      be given as in the case of an original meeting. Otherwise it shall not be
      necessary to give any such notice.

28.8  A resolution put to the vote of a meeting shall be decided on a show of
      hands unless before, or on the declaration of the result of, the show of
      hands, the chairman or any Shareholder present in person or by proxy (or
      in the case of a non-natural person, by its duly authorised representative
      or by proxy) demands a poll.

28.9  Unless a poll is duly demanded a declaration by the chairman that a
      resolution has been carried or carried unanimously, or by a particular
      majority, or lost or not carried by a particular majority, an entry to
      that effect in the minutes of the proceedings of the meeting shall be
      conclusive


                                                                              20

      evidence of that fact without proof of the number or proportion of the
      votes recorded in favour of or against such resolution.

28.10 The demand for a poll may be withdrawn.

28.11 Except on a poll demanded on the election of a chairman or on a question
      of adjournment, a poll shall be taken as the chairman directs, and the
      result of the poll shall be deemed to be the resolution of the general
      meeting at which the poll was demanded.

28.12 A poll demanded on the election of a chairman or on a question of
      adjournment shall be taken forthwith. A poll demanded on any other
      question shall be taken at such time as the chairman of the general
      meeting directs, and any business other than that upon which a poll has
      been demanded or is contingent thereon may proceed pending the taking of
      the poll.

28.13 In the case of an equality of votes, whether on a show of hands or on a
      poll, the chairman shall not be entitled to a second or casting vote.

29    VOTES OF SHAREHOLDERS

29.1  The Directors may issue Shares on terms that they are non-voting or on
      terms that no matter the number of Shares held by a particular
      Shareholder, such Shareholder shall not be entitled to exercise voting
      rights exceeding such percentage of the total voting rights attributable
      to all the Shares then in issue as the Directors and such Shareholder may
      agree or as the Directors may determine. Subject thereto and to any rights
      or restrictions attached to any Shares, on a show of hands every
      Shareholder holding Shares carrying the right to vote on the matter in
      question who (being an individual) is present in person or by proxy or (if
      a corporation or other non-natural person) is present by its duly
      authorised representative or by proxy, shall have one vote and on a poll
      the voting rights attributable to each Share carrying the right to vote on
      the matter in question shall be calculated by reference to the Net Asset
      Value per Share (calculated as at the most recent Valuation Date) and not
      on the basis of one Share, one vote.

29.2  In the case of joint holders of record, the vote of the senior holder who
      tenders a vote, whether in person or by proxy, shall be accepted to the
      exclusion of the votes of the other joint holders. Seniority among joint
      holders shall be determined by the order in which the names of the holders
      stand in the Register of Shareholders.

29.3  A Shareholder of unsound mind, or in respect of whom an order has been
      made by any court or authority having jurisdiction in lunacy, may vote,
      whether on a show of hands or on a poll, by the Shareholder's committee,
      receiver, curator bonis, or other similar person appointed on such
      Shareholder's behalf by that court or authority and any such committee,
      receiver, curator bonis or other similar person may vote by proxy.

29.4  No person shall be entitled to vote at any general meeting unless such
      person is registered as a Shareholder on the record date for such meeting,
      nor unless all calls or other monies then payable by such person in
      respect of such Shares have been paid.

29.5  No objection shall be raised to the qualification of any voter except at
      the general meeting or adjourned general meeting at which the vote
      objected to is purported to be given or tendered and every vote not
      disallowed at the meeting shall be valid. Any objection made in due time
      shall be referred to the chairman whose decision shall be final and
      conclusive.


                                                                              21

29.6  On a poll or on a show of hands votes may be cast either personally or by
      proxy. A Shareholder may appoint more than one proxy or the same proxy
      under one or more instruments to attend and vote at a meeting. Where a
      Shareholder appoints more than one proxy the instrument of proxy shall
      state which proxy is entitled to vote on a show of hands.

29.7  A Shareholder holding more than one Share need not cast the votes in
      respect of his Shares in the same way on any resolution and therefore may
      vote a Share or some or all such Shares either for or against a resolution
      and/or abstain (any such abstentions to count neither for nor against the
      resolution) from voting a Share or some or all of the Shares and, subject
      to the terms of the instrument appointing it, a proxy appointed under one
      or more instruments may vote a Share or some or all of the Shares in
      respect of which such proxy is appointed either for or against a
      resolution and/or abstain from voting.

30    PROXIES

30.1  The instrument appointing a proxy shall be in writing, be executed under
      the hand of the appointor or of such appointor's attorney duly authorised
      in writing or, if the appointor is a corporation or other non-natural
      person, under the hand of an officer or other person duly authorised for
      that purpose. A proxy need not be a Shareholder of the Company.

30.2  The Directors may, in the notice convening any meeting or adjourned
      meeting, or in an instrument of proxy sent out by the Company, specify the
      place and the time (being not later than the time for holding the meeting
      or adjourned meeting to which the proxy relates) at which the instrument
      appointing a proxy shall be deposited. In the absence of any such
      direction from the Directors in the notice convening any meeting or
      adjourned meeting, the instrument appointing a proxy shall be deposited at
      the Registered Office not less than 48 hours before the time for holding
      the meeting or adjourned meeting at which the person named in the
      instrument proposes to vote.

30.3  The chairman may in any event, at the chairman's discretion, declare that
      an instrument of proxy shall be deemed to have been duly deposited. An
      instrument of proxy that is not deposited in the manner permitted and
      which has not been declared to have been duly deposited by the chairman,
      shall be invalid.

30.4  The instrument appointing a proxy may be in any usual or common form and
      may be incorporated within any subscription agreement or other document
      signed by or on behalf of the Shareholder. An instrument appointing a
      proxy may be expressed to be for a particular meeting or any adjournment
      thereof or generally until revoked. An instrument appointing a proxy shall
      be deemed to include the power to demand or join or concur in demanding a
      poll.

30.5  Votes given in accordance with the terms of an instrument of proxy shall
      be valid notwithstanding the previous death or insanity of the principal
      or revocation of the proxy or of the authority under which the proxy was
      executed, or the Transfer of the Share in respect of which the proxy is
      given unless notice in writing of such death, insanity, revocation or
      Transfer was received by the Company at the Registered Office before the
      commencement of the general meeting, or adjourned meeting at which it is
      sought to use the proxy.

31    CORPORATE SHAREHOLDERS

      Any corporation or other non-natural person which is a Shareholder of the
      Company may in accordance with its constitutional documents, or in the
      absence of such provision by resolution of


                                                                              22

      its directors or other governing body, authorise such person as it thinks
      fit to act as its representative at any meeting of the Company or of any
      Class of Shareholders, and the person so authorised shall be entitled to
      exercise the same powers on behalf of the corporation which such person
      represents as the corporation could exercise if it were an individual
      Shareholder.

32    SHARES BENEFICIALLY OWNED BY THE COMPANY

      Shares of the Company that are beneficially owned by the Company shall not
      be voted, directly or indirectly, at any meeting and shall not be counted
      in determining the total number of outstanding Shares at any given time.

33    DIRECTORS

      There shall be a board of Directors consisting of not less than one person
      (exclusive of alternate Directors) provided however that the Company may
      from time to time by Ordinary Resolution increase or reduce the limits in
      the number of Directors. The first Directors of the Company shall be
      determined in writing by, or appointed by a resolution of, the subscriber
      to the Memorandum.

34    POWERS OF DIRECTORS

34.1  Subject to the provisions of the Statute, the Memorandum and the Articles
      and to any directions given by Special Resolution, the business of the
      Company shall be managed by the Directors who may exercise all the powers
      of the Company. No alteration of the Memorandum or these Articles and no
      such direction shall invalidate any prior act of the Directors which would
      have been valid if that alteration had not been made or that direction had
      not been given. A duly convened meeting of Directors at which a quorum is
      present may exercise all powers exercisable by the Directors.

34.2  All cheques, promissory notes, drafts, bills of exchange and other
      negotiable instruments and all receipts for monies paid to the Company
      shall be signed, drawn, accepted, endorsed or otherwise executed as the
      case may be in such manner as the Directors shall determine by resolution.

34.3  The Directors may exercise all the powers of the Company to borrow money
      and to mortgage or charge its undertaking, property and uncalled capital
      or any part thereof and to issue debentures, debenture stock, mortgages,
      bonds and other such securities whether outright or as security for any
      debt, liability or obligation of the Company or of any third party.
      Notwithstanding the foregoing, the Directors shall not exercise the powers
      specified in this Article in breach of any limits or restrictions
      specified in the Offering Memorandum.

35    APPOINTMENT AND REMOVAL OF DIRECTORS

35.1  The Company may, by a resolution of a simple majority in number of the
      Shareholders, appoint any person to be a Director and may, by a resolution
      of a simple majority in number of the Shareholders, remove any Director.

35.2  The Directors may appoint any person to be a Director, either to fill a
      vacancy or as an additional Director provided that the appointment does
      not cause the number of Directors to exceed any number fixed by or in
      accordance with these Articles as the maximum number of Directors.


                                                                              23

36    VACATION OF OFFICE OF DIRECTOR

      The office of a Director shall be vacated if:

      (a)   the Director gives notice in writing to the Company that such
            Director resigns the office of Director;

      (b)   the Director is absent (without being represented by proxy or an
            alternate Director appointed by such Director) from three
            consecutive meetings of the board of Directors without special leave
            of absence from the Directors, and they pass a resolution that such
            Director has by reason of such absence vacated office;

      (c)   the Director dies, becomes bankrupt or makes any arrangement or
            composition with such Director's creditors generally;

      (d)   the Director is or becomes of unsound mind;

      (e)   the Director ceases to be a Director by virtue of, or is prohibited
            from being a Director by, an order made pursuant to any law or
            regulation binding on the Company; or

      (f)   all the other Directors of the Company (being not less than two in
            number) resolve that such Director should be removed as a Director.

37    PROCEEDINGS OF DIRECTORS

37.1  The quorum for the transaction of the business of the Directors may be
      fixed by the Directors, and unless so fixed shall be two if there are two
      or more Directors, and shall be one if there is only one Director. A
      person who holds office as an alternate Director shall, if such person's
      appointor is not present, be counted in the quorum. A Director who also
      acts as an alternate Director shall, if such Director's appointor is not
      present, count twice towards the quorum.

37.2  Subject to the provisions of these Articles, the Directors may regulate
      their proceedings as they think fit. Questions arising at any meeting
      shall be decided by a majority of votes. In the case of an equality of
      votes, the chairman shall not have a second or casting vote. A Director
      who is also an alternate Director shall be entitled in the absence of such
      Director's appointor to a separate vote on behalf of such Director's
      appointor in addition to such Director's own vote.

37.3  A person may participate in a meeting of the Directors or committee of
      Directors by conference telephone or other communications equipment by
      means of which all the persons participating in the meeting can
      communicate with each other at the same time. Participation by a person in
      a meeting in this manner is treated as presence in person at that meeting.
      Unless otherwise determined by the Directors, the meeting shall be deemed
      to be held at the place where the chairman is located at the start of the
      meeting.

37.4  A resolution in writing (in one or more counterparts) signed by all the
      Directors or all the members of a committee of Directors (an alternate
      Director being entitled to sign such a resolution on behalf of such
      alternate Director's appointor) shall be as valid and effectual as if it
      had been passed at a meeting of the Directors, or committee of Directors
      as the case may be, duly convened and held.


                                                                              24

37.5  A Director or alternate Director may, or other officer of the Company at
      the direction of a Director or alternate Director may call a meeting of
      the Directors by at least two days notice in writing to every Director and
      alternate Director which notice shall set forth the general nature of the
      business to be considered unless notice is waived by all the Directors (or
      their alternates) either at, before or after the meeting is held.

37.6  The continuing Directors may act notwithstanding any vacancy in their
      body, but if and so long as their number is reduced below the number fixed
      by or pursuant to these Articles as the necessary quorum of Directors the
      continuing Directors or Director may act for the purpose of increasing the
      number of Directors to that number, or of summoning a general meeting of
      the Company, but for no other purpose.

37.7  The Directors may elect a chairman of their board and determine the period
      for which the chairman is to hold office; but if no such chairman is
      elected, or if at any meeting the chairman is not present within five
      minutes after the time appointed for holding the same, the Directors
      present may choose one of their number to be chairman of the meeting.

37.8  All acts done by any meeting of the Directors or of a committee of
      Directors (including any person acting as an alternate Director) shall,
      notwithstanding that it be afterwards discovered that there was some
      defect in the appointment of any Director or alternate Director, or that
      they or any of them were disqualified, be as valid as if every such person
      had been duly appointed and qualified to be a Director or alternate
      Director as the case may be.

37.9  A Director but not an alternate Director may be represented at any
      meetings of the board of Directors by a proxy appointed in writing by such
      Director. The proxy shall count towards the quorum and the vote of the
      proxy shall for all purposes be deemed to be that of the appointing
      Director.

38    PRESUMPTION OF ASSENT

      A Director who is present at a meeting of the board of Directors at which
      action on any Company matter is taken shall be presumed to have assented
      to the action taken unless the Director's dissent shall be entered in the
      minutes of the meeting or unless the Director shall file such Director's
      written dissent from such action with the person acting as the chairman or
      secretary of the meeting before the close or adjournment thereof or shall
      forward such dissent by personal delivery, courier or registered post to
      such person immediately after the close or adjournment of the meeting.
      Such right to dissent shall not apply to a Director who voted in favour of
      such action.

39    DIRECTORS' INTERESTS

39.1  A Director may hold any other office or place of profit under the Company
      (other than the office of Auditor) in conjunction with such Director's
      office of Director for such period and on such terms as to remuneration
      and otherwise as the Directors may determine.

39.2  A Director may act alone or by such Director's firm in a professional
      capacity for the Company and the Director or such Director's firm shall be
      entitled to remuneration for professional services as if such Director
      were not a Director or alternate Director.

39.3  A Director or alternate Director of the Company may be or become a
      director or other officer of or otherwise interested in any company
      promoted by the Company or in which the Company may be interested as
      shareholder or otherwise, and no such Director or alternate Director shall
      be


                                                                              25

      accountable to the Company for any remuneration or other benefits received
      by such Director or alternate Director as a director or officer of, or
      from such Director or alternate Director's interest in, such other
      company.

39.4  No person shall be disqualified from the office of Director or alternate
      Director or prevented by such office from contracting with the Company,
      either as vendor, purchaser or otherwise, nor shall any such contract or
      any contract or transaction entered into by or on behalf of the Company in
      which any Director or alternate Director shall be in any way interested be
      or be liable to be avoided, nor shall any Director or alternate Director
      so contracting or being so interested be liable to account to the Company
      for any profit realised by any such contract or transaction by reason of
      such Director holding office or of the fiduciary relationship thereby
      established. A Director (or such Director's alternate Director in such
      Director's absence) shall be at liberty to vote in respect of any contract
      or transaction in which such Director is interested provided that the
      nature of the interest of any Director or alternate Director in any such
      contract or transaction shall be disclosed by such Director at or prior to
      such Director's consideration and any vote thereon.

39.5  A general notice that a Director or alternate Director is a shareholder,
      director, officer or employee of any specified firm or company and is to
      be regarded as interested in any transaction with such firm or company
      shall be sufficient disclosure for the purposes of voting on a resolution
      in respect of a contract or transaction in which such Director has an
      interest, and after such general notice it shall not be necessary to give
      special notice relating to any particular transaction.

40    MINUTES

      The Directors shall cause minutes to be made in books kept for the purpose
      of all appointments of officers made by the Directors, all proceedings at
      meetings of the Company or the holders of any Class of Shares and of the
      Directors, and of committees of Directors including the names of the
      Directors or alternate Directors present at each meeting.

41    DELEGATION OF DIRECTORS' POWERS

41.1  The Directors may delegate any of their powers to any committee consisting
      of one or more Directors or such other persons as the Directors may
      designate. They may also delegate to any managing director or any Director
      holding any other executive office such of their powers as they consider
      desirable to be exercised by such managing director or any Director
      provided that an alternate Director may not act as managing director and
      the appointment of a managing director shall be revoked forthwith if such
      managing director ceases to be a Director. Any such appointment may be
      made subject to any conditions the Directors may impose, and either
      collaterally with or to the exclusion of their own powers and may be
      revoked or altered. Subject to any such conditions, the proceedings of a
      committee of Directors shall be governed by these Articles regulating the
      proceedings of Directors, so far as they are capable of applying.

41.2  The Directors may establish any committees, local boards or agencies or
      appoint any person to be a manager or agent for managing the affairs of
      the Company and may appoint any person to be a member of such committees
      or local boards. Any such appointment may be made either collaterally with
      or to the exclusion of the Directors' powers, shall be subject to any
      conditions the Directors may impose, and may be revoked or altered.
      Subject to any such conditions, the proceedings of any such committee,
      local board or agency shall be governed by these Articles regulating the
      proceedings of Directors, so far as they are capable of applying.


                                                                              26

41.3  The Directors may by power of attorney or otherwise appoint any company,
      firm, person or body of persons to be the attorney or authorised signatory
      of the Company for such purpose and with such powers, authorities and
      discretions (not exceeding those vested in or exercisable by the Directors
      under these Articles) and for such period and subject to such conditions
      as they may think fit, and any such powers of attorney or other
      appointment may contain such provisions for the protection and convenience
      of persons dealing with any such attorneys or authorised signatories as
      the Directors may think fit and may also authorise any such attorney or
      authorised person to delegate all or any of the powers, authorities and
      discretions vested in such attorney or authorised person.

41.4  The Directors may appoint such officers as they consider necessary on such
      terms, at such remuneration (if any) and to perform such duties, and
      subject to such provisions as to disqualification and removal as the
      Directors may think fit. Unless otherwise specified in the terms of such
      officer's appointment an officer may be removed by resolution of the
      Directors or Shareholders.

42    ALTERNATE DIRECTORS

42.1  Any Director (other than an alternate Director) may by written notice to
      the Company appoint any other Director, or any other person willing to
      act, to be an alternate Director and by written notice to the Company may
      remove from office an alternate Director so appointed by the Director.

42.2  An alternate Director shall be entitled to receive notice of all meetings
      of Directors and of meetings of committees of Directors of which such
      alternate Director's appointor is a member, to attend and vote at every
      such meeting at which the Director appointing such alternate Director is
      not personally present, and generally to perform all the functions of such
      alternate Director's appointor as a Director in such Director's absence.

42.3  An alternate Director shall cease to be an alternate Director if such
      alternate Director's appointor ceases to be a Director.

42.4  Any appointment or removal of an alternate Director shall be by notice to
      the Company signed by the Director making or revoking the appointment or
      in any other manner approved by the Directors.

42.5  An alternate Director shall be deemed for all purposes to be a Director
      and shall alone be responsible for such alternate Director's own acts and
      defaults and shall not be deemed to be the agent of the Director
      appointing such alternate Director.

43    NO MINIMUM SHAREHOLDING FOR DIRECTORS

      The Company in general meeting may fix a minimum shareholding required to
      be held by a Director, but unless and until such a shareholding
      qualification is fixed a Director shall not be required to hold Shares.

44    REMUNERATION OF DIRECTORS

44.1  The remuneration to be paid to the Directors, if any, shall be such
      remuneration as the Directors shall determine. The Directors shall also be
      entitled to be paid all travelling, hotel and other expenses properly
      incurred by them in connection with their attendance at meetings of
      Directors or committees of Directors, or general meetings of the Company,
      or separate meetings of the


                                                                              27

      holders of any Class of Shares or debentures of the Company, or otherwise
      in connection with the business of the Company, or to receive a fixed
      allowance in respect thereof as may be determined by the Directors, or a
      combination partly of one such method and partly the other.

44.2  The Directors may by resolution approve additional remuneration to any
      Director for any services other than such Director's ordinary routine work
      as a Director. Any fees paid to a Director who is also counsel to the
      Company, or otherwise serves it in a professional capacity, shall be in
      addition to such Director's remuneration as a Director.

45    SEAL

      The Company may, if the Directors so determine, have a Seal, which shall
      only be used by the authority of the Directors or of a committee of the
      Directors authorised by the Directors. Every instrument to which the Seal
      has been affixed shall be signed by at least one person who shall be
      either a Director or some officer or other person authorised by the
      Directors for the purpose.

46    DIVIDENDS, DISTRIBUTIONS AND RESERVES

46.1  Subject to the Statute, these Articles, and the special rights attaching
      to Shares of any Class and/or Series, the Directors may, in their absolute
      discretion, declare dividends and distributions on Shares of any Class
      and/or Series in issue and authorise payment of the dividends or
      distributions out of the relevant Separate Account in respect of such
      Shares. No dividend or distribution shall be paid except out of the
      realised or unrealised profits of the Company, or out of the share premium
      account attributable to Shares of the Class and/or Series in respect of
      which the dividend or distribution is proposed to be paid, or as otherwise
      permitted by the Statute.

46.2  Except as otherwise provided by the rights attached to Shares, or as
      otherwise determined by the Directors, all dividends and distributions in
      respect of Shares of a particular Class and/or Series shall be declared
      and paid according to the Net Asset Value of the Shares of the Class
      and/or Series that a Shareholder holds. If any Share is issued on terms
      providing that it shall rank for dividend or distribution as from a
      particular date, that Share shall rank for dividend or distribution
      accordingly.

46.3  The Directors may deduct and withhold from any dividend or distribution
      otherwise payable to any Shareholder all sums of money (if any) then
      payable by it to the Company on account of calls or otherwise or any
      monies which the Company is obliged by law to pay to any taxing or other
      authority.

46.4  Under no circumstances may the assets (or the income derived from such
      assets) attributed to a Separate Account in respect of any Class and/or
      Series be used to pay a dividend in respect of a Separate Account that is
      attributed to any other Class and/or Series.

46.5  The Directors may declare that any dividend or distribution be paid wholly
      or partly by the distribution of specific assets and in particular of
      shares, debentures or securities of any other company or in any one or
      more of such ways and, where any difficulty arises in regard to such
      distribution, the Directors may settle the same as they think expedient
      and in particular may issue fractional Shares and fix the value for
      distribution of such specific assets or any part thereof and may determine
      that cash payments shall be made to any Shareholders upon the basis of the
      value so fixed in order to adjust the rights of all Shareholders and may
      vest any such specific assets in trustees as may seem expedient to the
      Directors.


                                                                              28

46.6  Any dividend, distribution, interest or other monies payable in cash in
      respect of Shares may be paid by wire transfer to the holder or by cheque
      or warrant sent through the post directed to the registered address of the
      holder or, in the case of joint holders, to the registered address of the
      holder who is first named on the Register of Shareholders or to such
      person and to such address as such holder or joint holders may in writing
      direct. Every such cheque or warrant shall (unless the Directors in their
      sole discretion otherwise determine) be made payable to the order of the
      person to whom it is sent. Any one of two or more joint holders may give
      effectual receipts for any dividends, bonuses, or other monies payable in
      respect of the Share held by them as joint holders.

46.7  Any dividend or distribution which cannot be paid to a Shareholder and/or
      which remains unclaimed after six months from the date of declaration of
      such dividend or distribution may, in the discretion of the Directors, be
      paid into a separate account in the Company's name, provided that the
      Company shall not be constituted as a trustee in respect of that account
      and the dividend or distribution shall remain as a debt due to the
      Shareholder. Any dividend or distribution which remains unclaimed after a
      period of six years from the date of declaration of such dividend or
      distribution shall be forfeited and shall revert to the Company.

46.8  No dividend or distribution shall bear interest against the Company.

47    CAPITALISATION

47.1  The Directors may capitalise any sum standing to the credit of any of the
      Company's reserve accounts (including share premium account and capital
      redemption reserve) or any sum standing to the credit of profit and loss
      account or otherwise available for distribution and to appropriate such
      sum to Shareholders of any Class and/or Series in the proportions in which
      such sum would have been divisible amongst them had the same been a
      distribution of profits by way of dividend and to apply such sum on their
      behalf in paying up in full unissued Shares for allotment and distribution
      credited as fully paid-up to and amongst them in the proportion aforesaid.
      In such event the Directors shall do all acts and things required to give
      effect to such capitalisation, with full power to the Directors to make
      such provisions as they think fit for the case of Shares becoming
      distributable in fractions (including provisions whereby the benefit of
      fractional entitlements accrue to the Company rather than to the
      Shareholders concerned). The Directors may authorise any person to enter
      into an agreement with the Company, on behalf of all of the Shareholders
      interested, providing for such capitalisation and matters incidental
      thereto and any agreement made under such authority shall be effective and
      binding on all concerned.

48    BOOKS OF ACCOUNT

48.1  The Directors shall cause proper books of account to be kept with respect
      to all sums of money received and expended by the Company and the matters
      in respect of which the receipt or expenditure takes place, all sales and
      purchases of goods by the Company and the assets and liabilities of the
      Company. Proper books shall not be deemed to be kept if there are not kept
      such books of account as are necessary to give a true and fair view of the
      state of the Company's affairs, and to explain its transactions.

48.2  The Directors shall from time to time determine whether and to what extent
      and at what times and places and under what conditions or regulations the
      accounts and books of the Company or any of them shall be open to the
      inspection of Shareholders not being Directors and no Shareholder (not
      being a Director) shall have any right of inspecting any account or book
      or document of the


                                                                              29

      Company except as conferred by Statute, or authorised by the Directors or
      by the Company in general meeting.

48.3  The Directors may from time to time cause to be prepared and to be laid
      before the Company in general meeting profit and loss accounts, balance
      sheets, group accounts (if any) and such other reports and accounts as may
      be required by law.

49    AUDIT

49.1  The Directors may appoint an Auditor of the Company who shall hold office
      on such terms as the Directors determine.

49.2  Every Auditor of the Company shall have a right of access at all times to
      the books and accounts and vouchers of the Company and shall be entitled
      to require from the Directors and officers of the Company such information
      and explanation as may be necessary for the performance of the duties of
      the Auditor.

49.3  Any Auditors of the Company shall, if so required by the Directors, make a
      report on the accounts of the Company during their tenure of office at the
      next annual general meeting following their appointment in the case of a
      company which is registered with the Registrar of Companies as an ordinary
      company, and at the next extraordinary general meeting following their
      appointment in the case of a company which is registered with the
      Registrar of Companies as an exempted company, and at any other time
      during their term of office, upon request of the Directors or any general
      meeting of the Shareholders.

50    NOTICES

50.1  Notices shall be in writing and may be given by the Company to any
      Shareholder either personally or by sending it by courier, post, cable,
      telex, fax or e-mail to the Shareholder or to the address as shown in the
      Register of Shareholders (or where the notice is given by e-mail by
      sending it to the e-mail address provided by such Shareholder). Any
      notice, if posted from one country to another, is to be sent airmail.

50.2  Where a notice is sent by courier, service of the notice shall be deemed
      to be effected by delivery of the notice to a courier company, and shall
      be deemed to have been received on the third day (not including Saturdays
      or Sundays or public holidays) following the day on which the notice was
      delivered to the courier. Where a notice is sent by post, service of the
      notice shall be deemed to be effected by properly addressing, pre paying
      and posting a letter containing the notice, and shall be deemed to have
      been received on the fifth day (not including Saturdays or Sundays or
      public holidays in the Cayman Islands) following the day on which the
      notice was posted. Where a notice is sent by cable, telex or fax, service
      of the notice shall be deemed to be effected by properly addressing and
      sending such notice and shall be deemed to have been received on the same
      day that it was transmitted. Where a notice is given by e-mail service
      shall be deemed to be effected by transmitting the e-mail to the e-mail
      address provided by the intended recipient and shall be deemed to have
      been received on the same day that it was sent, and it shall not be
      necessary for the receipt of the e-mail to be acknowledged by the
      recipient.

50.3  A notice may be given by the Company to the person or persons which the
      Company has been advised are entitled to a Share or Shares in consequence
      of the death or bankruptcy of a Shareholder in the same manner as other
      notices which are required to be given under these Articles and shall be
      addressed to them by name, or by the title of representatives of the


                                                                              30

      deceased, or trustee of the bankrupt, or by any like description at the
      address supplied for that purpose by the persons claiming to be so
      entitled, or at the option of the Company by giving the notice in any
      manner in which the same might have been given if the death or bankruptcy
      had not occurred.

50.4  Notice of every general meeting shall be given in the manner authorised by
      these Articles to every person shown as holding Shares carrying an
      entitlement to receive such notice in the Register of Shareholders on the
      record date for such meeting except that in the case of joint holders the
      notice shall be sufficient if given to the joint holder first named in the
      Register of Shareholders and every person upon whom the ownership of a
      Share devolves by reason of such person being a legal personal
      representative or a trustee in bankruptcy of a Shareholder where the
      Shareholder but for such Shareholder's death or bankruptcy would be
      entitled to receive notice of the meeting, and no other person shall be
      entitled to receive notices of general meetings.

51    WINDING UP

51.1  If the Company shall be wound up the liquidator shall apply the assets of
      the Company in satisfaction of creditors' claims in such manner and order
      as such liquidator thinks fit. The liquidator shall in relation to the
      assets available for distribution among the Shareholders make in the books
      of the Company such transfers thereof to and from Separate Accounts as may
      be necessary in order that the effective burden of such creditors' claims
      may be shared among the holders of Shares of different Classes and/or
      Series in such proportions as the liquidator in such liquidator's absolute
      discretion may think equitable.

51.2  Subject to the special rights attaching to Shares of any Class or Series,
      the balance shall then be paid to the holders of Shares in proportion to
      the Net Asset Value of the Shares held, subject to a deduction from those
      Shares in respect of which there are monies due, of all monies due to the
      Company for unpaid calls, or otherwise.

51.3  If the Company shall be wound up (whether the liquidation is voluntary or
      by or under the supervision of the Court) the liquidator may, with the
      authority of a resolution or resolutions passed by the holders of Shares
      (whether as a whole or at separate Class meetings), divide among the
      Shareholders in kind the whole or any part of the assets of the Company,
      and whether or not the assets shall consist of property of one kind or
      shall consist of property of different kinds, and may for such purposes
      set such value as the liquidator deems fair upon any one or more class or
      classes of property, and may determine how such division shall be carried
      out as between the Shareholders or different classes of Shareholders. The
      liquidator may, with the like authority, vest any part of the assets in
      trustees upon such trusts for the benefit of Shareholders as the
      liquidator, with the like authority, shall think fit, and the liquidation
      of the Company may be closed and the Company dissolved, but so that no
      Shareholder shall be compelled to accept any shares or other property in
      respect of which there is a liability.

52    INDEMNITY AND INSURANCE

52.1  Every Director or officer of the Company shall be indemnified out of the
      assets of the Company against any liability incurred by such Director or
      officer as a result of any act or failure to act in carrying out such
      Director's or officer's functions other than such liability (if any) that
      such Director or officer may incur by reason of such Director's or
      officer's own actual fraud or wilful default. No such Director or officer
      shall be liable to the Company for any loss or damage incurred by the
      Company as a result (whether direct or indirect) of the carrying out of
      such Director's or officer's


                                                                              31

      functions as a Director or officer, unless that liability arises through
      the actual fraud or wilful default of such Director or officer. References
      in this Article to actual fraud or wilful default mean a finding to such
      effect by a competent court in relation to the conduct of the relevant
      party.

52.2  The Directors, on behalf of the Company, may purchase and maintain
      insurance for the benefit of any Director or other officer of the Company
      against any liability which, by virtue of any rule of law, would otherwise
      attach to such person in respect of any negligence, default, breach of
      duty or breach of trust of which such person may be guilty in relation to
      the Company.

53    DISCLOSURE

      If required to do so under the laws of any jurisdiction to which the
      Company, the Investment Manager, the Administrator or any other service
      provider is subject, or in compliance with the rules of any stock exchange
      upon which the Company's Shares are listed, or to ensure the compliance by
      any person with any anti-money laundering law in any relevant
      jurisdiction, any Director, officer, the Investment Manager, the
      Administrator or Auditor of the Company shall be entitled to release or
      disclose any information in its possession regarding the affairs of the
      Company or a Shareholder including, without limitation, any information
      contained in the Register of Shareholders or subscription documentation of
      the Company relating to any Shareholder.

54    FINANCIAL YEAR

      Unless the Directors otherwise prescribe, the financial year of the
      Company shall end on 31st December in each year and, following the year of
      incorporation, shall begin on 1st January in each year.

55    TRANSFER BY WAY OF CONTINUATION

      The Company shall, subject to the provisions of the Statute and with the
      approval of a Special Resolution, have the power to register by way of
      continuation as a body corporate under the laws of any jurisdiction
      outside the Cayman Islands and to be deregistered in the Cayman Islands.




Certified to be a true and correct copy:

Sig: /s/ Flossiebell M. Maragh
     --------------------------
     Flossiebell M. Maragh

Date: 4 March 2008

[SEAL OF REGISTRAR OF COMPANIES EXEMPTED CAYMAN ISLANDS]


                                                                              32

              MORGAN STANLEY COMMODITIES ALPHA FUND (CAYMAN), LTD.
                                (the "Company")

WRITTEN RESOLUTION OF THE SOLE SHAREHOLDER OF THE COMPANY DATED 3 MARCH 2008

--------------------------------------------------------------------------------

IT IS HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT the Memorandum and Articles
of Association of the Company currently in effect be and the same hereby are
amended and restated by their deletion in their entirety and the substitution in
their place of the Amended and Restated Memorandum and Articles of Association
annexed hereto.

/s/ Maples Corporate Services Limited
-------------------------------------
Signed for and on behalf of
Maples Corporate Services Limited


Certified to be a true and correct copy:

Sig: /s/ Flossiebell M. Maragh
     --------------------------
     Flossiebell M. Maragh

Date: 4 March, 2008

[SEAL OF REGISTRAR OF COMPANIES EXEMPTED CAYMAN ISLANDS]