GCP Asset Backed Income Fund : Proposed Revised Articles of Association

Company number 119412

THE COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

GCP ASSET BACKED INCOME FUND LIMITED

(Adopted by Special Resolution passed on 6 June 2018[●] May 2024)

1

	TABLE OF CONTENTS
1.	DEFINITIONS AND INTERPRETATION	8
2.	LIMITED LIABILITY	1617
3.	STATED CAPITAL ACCOUNTS	17
4.	RIGHTS ATTACHED TO SHARES	1718
5.	SWITCHING OF ORDINARY SHARES	1819
6.	OFFERS TO SHAREHOLDERS TO BE ON A PRE-EMPTIVE BASIS	1920
7.	POWER TO PAY COMMISSION AND BROKERAGE	2122
8.	ALTERATION OF SHARE CAPITAL	2122
9.	POWER TO ISSUE REDEEMABLE SHARES	22
10.	POWER TO PURCHASE OWN SHARES	22
11.	TREASURY SHARES	2223
12.	POWER TO REDUCE CAPITAL	2223
13.	TRUSTS NOT RECOGNISED	2223
14.	RIGHTS AND CONVERSION MECHANICS OF C SHARES	23
15.	VARIATION OF CLASS RIGHTS	33
16.	ISSUE OF CERTIFICATES	34
17.	CHARGES FOR AND REPLACEMENT OF CERTIFICATES	35
18.	LIEN ON PARTLY PAID SHARES	35
19.	ENFORCEMENT OF LIEN	36
20.	CALLS	36
21.	INTEREST ON CALLS	36
22.	SUMS TREATED AS CALLS	37
23.	POWER TO DIFFERENTIATE	37
24.	PAYMENT OF CALLS IN ADVANCE	37
	2

25.	NOTICE OF UNPAID CALLS	37
26.	FORFEITURE FOLLOWING NON-COMPLIANCE WITH NOTICE	37
27.	POWER TO ANNUL FORFEITURE OR SURRENDER	38
28.	DISPOSAL OF FORFEITED OR SURRENDERED SHARES	38
29.	ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE OR SURRENDER	38
30.	SALE OF SHARES OF UNTRACED MEMBERS	39
31.	APPLICATION OF PROCEEDS OF SALE	39
32.	RIGHT TO TRANSFER SHARES	40
33.	TRANSFER OF CERTIFICATED SHARES	40
34.	TRANSFER OF UNCERTIFICATED SHARES	40
35.	INFORMATION RIGHTS AND FORCED TRANSFER	40
36.	POWER TO REFUSE REGISTRATION OF TRANSFERS OF CERTIFICATED SHARES	43
37.	POWER TO REFUSE TRANSFERS OF UNCERTIFICATED SHARES	43
38.	OTHER PROVISIONS ON TRANSFERS	43
39.	OVERSEAS BRANCH REGISTER	44
40.	RENUNCIATIONS OF ALLOTMENT	44
41.	TRANSMISSION ON DEATH	44
42.	ELECTION OF PERSON ENTITLED BY TRANSMISSION	44
43.	RIGHTS OF PERSON ENTITLED BY TRANSMISSION	45
44.	UNCERTIFICATED SHARES - GENERAL POWERS	45
45.	DISCLOSURE OF INTERESTS IN SHARES	47
46.	ANNUAL GENERAL MEETINGS	50
47.	CONVENING OF GENERAL MEETINGS	50
48.	ORDERLY CONDUCT OF MEETINGS	50
49.	NOTICE OF GENERAL MEETINGS	52
	3

50.	AMENDMENTS TO RESOLUTIONS	53
51.	OMISSION OR NON-RECEIPT OF NOTICE	5453
52.	PROCEEDINGS AT GENERAL MEETINGS	54
53.	CHAIRMAN	5554
54.	DIRECTORS AND OTHERS ENTITLED TO ATTEND AND SPEAK	55
55.	ADJOURNMENT	55
56.	METHOD OF VOTING AND DEMAND FOR POLL	5655
57.	TAKING A POLL	56
58.	CONTINUANCE OF BUSINESS AFTER DEMAND FOR POLL	57
59.	VOTING RIGHTS	57
60.	VOTING RIGHTS OF JOINT HOLDERS	57
61.	VOTING RIGHTS OF MEMBERS INCAPABLE OF MANAGING THEIR AFFAIRS	57
62.	VOTING RIGHTS SUSPENDED WHERE SUMS OVERDUE	5857
63.	OBJECTIONS TO ADMISSIBILITY OF VOTES	58
64.	PROXIES	58
65.	FORM OF PROXY	58
66.	DEPOSIT OF PROXY	59
67.	NOTICE OF REVOCATION OF PROXY	61
68.	NUMBER OF DIRECTORS	61
69.	DIRECTORS NEED NOT BE MEMBERS	61
70.	AGE OF DIRECTORS	61
71.	APPOINTMENT OF DIRECTORS	6261
72.	SEPARATE RESOLUTIONS FOR APPOINTMENT OF EACH DIRECTOR	62
73.	RETIREMENT OF DIRECTORS	62
74.	SELECTION OF DIRECTORS TO RETIRE BY ROTATION	6362
	4

75.	REMOVAL OF DIRECTORS	63
76.	VACATION OF OFFICE OF DIRECTOR	6463
77.	EXECUTIVE DIRECTORS	64
78.	POWER TO APPOINT ALTERNATE DIRECTORS	6564
79.	REMUNERATION OF DIRECTORS	65
80.	SPECIAL REMUNERATION	6665
81.	EXPENSES	66
82.	PENSIONS AND OTHER BENEFITS	66
83.	GENERAL POWERS OF THE BOARD TO MANAGE COMPANY'S BUSINESS	66
84.	POWER TO ACT NOTWITHSTANDING VACANCY	6766
85.	PROVISIONS FOR EMPLOYEES	6766
86.	POWER TO CHANGE NAME	67
87.	POWER TO BORROW MONEY	67
88.	DELEGATION TO INDIVIDUAL DIRECTORS	67
89.	COMMITTEES	67
90.	LOCAL BOARDS	68
91.	POWERS OF ATTORNEY	68
92.	DESIGNATION AS "DIRECTOR"	6968
93.	DIRECTORS' INTERESTS AND VOTING	6968
94.	AUTHORISATION OF CONFLICTS OF INTEREST	7271
95.	BOARD MEETINGS	73
96.	NOTICE OF BOARD MEETINGS	73
97.	QUORUM	7473
98.	CHAIRMAN OR DEPUTY CHAIRMAN TO PRESIDE	7473
99.	COMPETENCE OF MEETINGS	7473
	5

100.	VOTING	74
101.	TELEPHONE AND VIDEO CONFERENCE MEETINGS	74
102.	RESOLUTIONS IN WRITING	7574
103.	VALIDITY OF ACTS OF DIRECTORS IN SPITE OF FORMAL DEFECT	75
104.	MINUTES	75
105.	SECRETARY	7675
106.	SEAL	7675
107.	AUTHENTICATION OF DOCUMENTS	7776
108.	DECLARATION OF DIVIDENDS BY THE COMPANY	7776
109.	FIXED AND INTERIM DIVIDENDS	7776
110.	CALCULATION AND CURRENCY OF DIVIDENDS	77
111.	METHOD OF PAYMENT	7877
112.	DIVIDENDS NOT TO BEAR INTEREST	7978
113.	CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS	7978
114.	UNCLAIMED DIVIDENDS ETC	7978
115.	UNCASHED DIVIDENDS	79
116.	DIVIDENDS IN SPECIE	8079
117.	SCRIP DIVIDENDS	8079
118.	CAPITALISATION OF RESERVES	8180
119.	FIXING OF RECORD DATES	8281
120.	ACCOUNTING RECORDS	82
121.	FORM OF NOTICES	8382
122.	SERVICE OF NOTICES	8382
123.	SUSPENSION OF POSTAL SERVICES	8483
124.	NOTICE BY ADVERTISEMENT	8483
	6

125.	EVIDENCE OF SERVICE	8483
126.	RECORD DATE FOR SERVICE	85
127.	ADDRESSES OF MEMBERS	8685
128.	SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION	86
129.	AUTHENTICATION OF DOCUMENTS SENT BY ELECTRONIC MEANS	8786
130.	DESTRUCTION OF DOCUMENTS	8786
131.	DIRECTORS' POWER TO WIND UP	8887
132.	POWERS TO DISTRIBUTE IN SPECIE	8887
133.	INDEMNITY OF OFFICERS	8988
134.	FUNDING OF DEFENCE PROCEEDINGS	8988
135.	DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	8988
136.	COMPULSORY REDEMPTION MECHANISM	89
137.	RIGHTS ATTACHED TO THE DEFERRED SHARE	90

7

Company number 119412

THE COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

GCP ASSET BACKED INCOME FUND LIMITED

(Adopted by Special Resolution passed on 6 June 2018[●] May 2024)

PRELIMINARY

1. DEFINITIONS AND INTERPRETATION

The Standard Table shall be excluded from application in its entirety to the Company and the following provisions shall constitute the articles of the Company in place of the Standard Table.

In these Articles unless the context or law otherwise requires, the following words and expressions shall have the meanings respectively assigned to them below:

"address"	means in relation to a notice or other communication in writing,
	a postal address and, in relation to a notice or another
	communication in electronic form, a number or address used for
	the purposes of sending or receiving documents or information
	by electronic means (including in the case of an uncertificated
	proxy instruction permitted pursuant to Article 66.4, an
	identification number of a participant in the relevant system
	concerned).
"Administrator"	means Link Alternative Fund Services (Jersey) Limited or such
	administrator as may be appointed from time to time by the
	Company.
"AML Legislation"	means the Proceeds of Crime (Jersey) Law 1999, the Money
	Laundering (Jersey) Order 2008 or any other applicable anti-
	money laundering legislation or regulation.
"Articles"	means these articles of association, as amended from time to
	time.

8

"Associated Company"	means a company or other body corporate which is (or, where
	the context admits, was at any relevant time) associated with the
	Company. For the purposes of this definition:
	(a)	bodies corporate are associated if one is a subsidiary of the
		other or both are subsidiaries of the same body corporate;
		and
	(b)	companies are associated if one is a subsidiary of the other
		or both are subsidiaries of the same body corporate.
"benefit plan investor"	has the meaning ascribed to it in in section 3(42) of ERISA and
	any regulations promulgated thereunder including without
	limitation:
	(a)	any "employee benefit plan" as defined in section 3(3) of
		ERISA that is subject to the provisions of Part 4 of Title I of
		ERISA;
	(b)	a "plan" as defined in and subject to section 4975 of the U.S.
		Code, including an individual retirement account or other
		arrangement that is subject to section 4975 of the U.S.
		Code; and
	(c)	any entity which is deemed to hold the assets of any of the
		foregoing types of plans, accounts or arrangements by
		reason of any such plans' investment in the entity, a "plan"
		that is subject to the prohibited transaction provisions of
		section 4975 of the U.S. Code, and entities the assets of
		which are treated as "plan assets" under section 3(42) of
		ERISA by reason of investment therein by benefit plan
		investors.
"board"	means the board of directors for the time being of the Company.
"business day"	means a day (except Saturday or Sunday) on which banks in the
	City of London and Jersey are normally open for business or such
	other day as the directors may determine.
"C Shares"	means "C" shares of no par value in the capital of the Company
	of such classes (denominated in such currencies) as the directors
	may determine in accordance with these Articles having the
	rights set out in these Articles and which will convert into

9

	Ordinary Shares of the relevant class in accordance with the
	terms of these Articles.
"certificated"	means in relation to a share, that title to the share is recorded
	on the register as being held in certificated form.
"CIF Law"	means the Collective Investment Funds (Jersey) Law 1998.
"clear days"	means in relation to the period of a notice or other
	communication, that period excluding the day when the notice
	or other communication is given or deemed to be given and the
	day for which it is given or on which it is to take effect.
"committee"	means a committee of the board.
"Companies Law"	means the Companies (Jersey) Law 1991, as amended, and any
	subsidiary legislation from time to time made thereunder,
	including any statutory modifications or re-enactments for the
	time being in force.
"Company"	means GCP Asset Backed Income Fund Limited, a company
	incorporated in Jersey and a Listed Fund pursuant to the CIF Law
	and the JFSC Codes.
"CRS"	means the Common Reporting Standard, developed by the OECD
	with G20 countries and approved by the OECD Council on 15 July
	2014, on the standard for automatic exchange of financial
	account information for tax purposes and published by the
	OECD, and Council Directive 2014/107/EU of 9 December 2014
	amending Directive 2011/16/EU as regards mandatory
	automatic exchange of information in the field of taxation,
	together with any regulations, forms, instructions or other
	guidance issued thereunder (now or in the future).
"Currency Conversion	has the meaning set out at Article 5.
Calculation Date"
"Deferred Share"	the non-redeemable deferred share in the capital of the
	Company, having the rights and being subject to the restrictions
	set out in these Articles.
"Deferred Shareholder"	means the holder of the Deferred Share.
"director"	means a director for the time being of the Company.

10