SEB FUND 3 FULL PROSPECTUS

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1 Managed by SEB FUND 3 SEB Fund Management S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg SEB Asia Equity ex. Japan Fund SEB Ethical Global Fund SEB Ethical Sweden Fund SEB Europe Fund SEB Global Equity Fund SEB Index Linked Bond Fund SEK SEB Japan Equity Fund SEB Medical Fund SEB North America Equity Fund SEB Bond Fund SEK SEB Technology Fund SEB World Fund A Luxembourg mutual investment fund investing in marketable transferable securities FULL PROSPECTUS and MANAGEMENT REGULATIONS Custodian Bank SEB Private Bank S.A. September 2005 Administrative Agent SEB Fund Management S.A. page 1

2 Important Information It is not permissible to supply information or explanation that differs from the Sales Prospectus or Management Regulations. SEB Fund Management S.A. is not liable if and to the extent that such divergent information or explanations are supplied. The distribution of this Prospectus and supplementary documentation and the offering of units may be restricted in certain countries. Investors wishing to apply for units should inform themselves as to the requirements within their own country for transactions in units, any applicable exchange control regulations and the tax consequences of any transaction in units. This Prospectus does not constitute an offer or solicitation by anyone in any country in which such offer or solicitation is not lawful or authorized, or to any person to whom it is unlawful to make such offer or solicitation. Investors should note that not all the protections provided under their relevant regulatory regime may apply and there may be no right to compensation under such regulatory regime, if such scheme exists. This Prospectus and the simplified Prospectus are only valid, when used in connection with the latest valid published annual report of the Fund, the report date of which must not be older than 16 months. This report should be accompanied by the semi-annual report of the Fund, if the annual report date is older than 8 months. Both reports form an integral part of the Prospectus. page 2

3 A Sales Prospectus I. Structure of the Document II Involved Parties III The Fund General Information Legal Status of Investors Investor Profile Investment objective and policy of the Fund Information on risk Umbrella Structure Calcualtion of the net asset value per unit Units Costs Dissolution of the Fund Changes in the Management Regulations Taxes Financial Year IV Sub-Funds SEB Fund 3 - SEB Asia Equity ex. Japan Fund (referred to SEB Asia Equity ex. Japan Fund) SEB Fund 3 - SEB Ethical Global Fund (referred to SEB Ethical Global Fund) SEB Fund 3 - SEB Ethical Sweden Fund (referred to SEB Ethical Sweden Fund) SEB Fund 3 - SEB Europe Fund (referred to SEB Europe Fund) SEB Fund 3 - SEB Global Equity Fund (referred to SEB Global Equity Fund) SEB Fund 3 - SEB Index Linked Bond Fund SEK (referred to SEB Index Linked Bond Fund SEK) SEB Fund 3 - SEB Japan Equity Fund (referred to SEB Japan Equity Fund) SEB Fund 3 - SEB Medical Fund (referred to SEB Medical Fund) SEB Fund 3 - SEB North America Equity Fund (referred to SEB North America Equity Fund) SEB Fund 3 - SEB Bond Fund SEK (referred to SEB Bond Fund SEK) SEB Fund 3 - SEB Technology Fund (referred to SEB Technology Fund) SEB Fund 3 - SEB World Fund (referred to SEB World Fund) B Management Regulations General Section Article 1 The Fund Article 2 The Management Company Article 3 The Custodian Bank Article 4 -General guidelines for investment policy Article 5 -Units of the respective fund unit classes Article 6 -Issue of units Article 7 -Redemption of units Article 8 -Net asset value calculation Article 9 -Suspension of the calculation of the net asset value Article 10 -Audit of the annual accounts Article 11 -Dividend payments Article 12 -Mergers Article 13 -Duration and liquidation of the respective fund Article 14 -General costs Article 15 -Expiration and submission deadline Article 16 -Amendments Article 17 -Publications Article 18 -Applicable law, place of jurisdiction and contract language Article 19 -Coming into force C Managemen Regualtions Special Section Article 1 The Fund Article 2 Investment policy Article 3 -Units page 3

4 Article 4 Currency of the Fund and the Sub-Funds, Valuation Day, Issue, Redemption and Conversion of units Article 5 Dividend policy Article 6 Costs Article 7 Financial year Article 8 Term and liquidation of the Sub-Funds Article 9 Merger of Sub-Funds D Note for the Investors in the United Kingdom page 4

5 A. SALES PROSPECTUS I Structure of the document Attached to this Sales Prospectus are the Management Regulations for the SEB Fund 3 (hereafter the Fund ). The Sales Prospectus and the Management Regulations form a unit, providing information on and explanations of one and the same subject, and therefore supplement one another. The Management Regulations following this Sales Prospectus are subdivided into a General Section and a Special Section. The General Section defines general legal principles and covers all the mutual investment funds governed by Part I of the Luxembourg law of December 20, 2002 (hereafter the Law ) and managed by SEB Fund Management S.A., and the Special Section defines fund specific information. The Full Sales Prospectus, the Simplified Sales Prospectus, as well as the annual and semi-annual reports may be obtained free of charge from the Management Company, the Custodian Bank and the Paying Agents. Other important information will be communicated to unitholders in a suitable form by the Management Company. Undertakings for collective investment managed by SEB Fund Management S.A. Mutual investment funds: SEB Fund 1, SEB Fund 2, SEB Fund 3, SEB Fund 4, SEB Fund 5. Investment companies in the legal form of a Société d Investissement à Capital Variable ( SICAV ): SEB Sicav 1, SEB Sicav 2 page 5

6 II Involved parties Promoter Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 S Stockholm Management Company and Central Administration SEB Fund Management S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg Board of Directors of the Management Company Chairman Cecilia Lager Head of SEB Mutual Funds at SEB Asset Management (a Division within Skandinaviska Enskilda Banken AB (publ)) Stockholm Members Barbro Lilieholm Head of Corporate Law at SEB Asset Management (a Division within Skandinaviska Enskilda Banken AB (publ)) Stockholm Peder Hasslev Head of Equities at SEB Asset Management (a Division within Skandinaviska Enskilda Banken AB (publ)) Stockholm Investment Manager of SEB Ethical Global Fund SEB Ethical Sweden Fund SEB Europe Fund SEB Global Equity Fund SEB Index Linked Bond Fund SEK SEB Medical Fund SEB North America Equity Fund SEB Bond Fund SEK SEB Technology Fund SEB World Fund is Skandinaviska Enskilda Banken AB (publ) Investment Manager of SEB Asia Equity ex. Japan Fund SEB Japan Equity Fund is Schroder Investment Management Limited Gresham Street 31 UK-London EC2V 7QA Auditor of the Fund and the Management Company PricewaterhouseCoopers S.à r.l. 400, route d Esch L-1471 Luxembourg Distributors and Principal Paying Agents In Luxembourg SEB Private Bank S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg In Sweden Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 S Stockholm Rudolf Kömen Head of SEB Asset Management, Luxembourg S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg Custodian Bank SEB Private Bank S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg Legal Advisor Dr. Pierre Berna Avocat à la Cour 16 a, boulevard de la Foire L-1528 Luxembourg Listing Agent Banque Générale du Luxembourg S.A. 50, avenue J.F. Kennedy L-2951 Luxembourg page 6

7 III The Fund General information The legally dependent mutual investment fund SEB Fund 3 (hereafter the Fund ) described in this Full Sales Prospectus is a Luxembourg investment fund ( Fonds commun de placement ) governed by part I of the Luxembourg Law on Undertakings for Collective Investment of December 20, 2002 (hereafter the Law ). SEB Fund 3, which was set up on 27 th of May, 1993 for an undetermined duration, is managed by SEB Fund Management S.A. (the Management Company ) acting also as Central Administration. The current Management Regulations have been deposited with the Trade Register of the district court in Luxembourg and the relating notice has been published in the Mémorial C, Recueil des Sociétés et Associations (hereafter Mémorial C ) on October 25, The Management Company was established on May 27, 1993, with subsequent publication in the Mémorial C, taking place on July 5, Its subscribed and paid-in capital is EUR ,00.. The Management Company is governed by chapter 13 of the Law and shall perform the administrative duties that are necessary to manage and administer the Fund as required by Luxembourg law. The Custodian Bank is SEB Private Bank S.A. The Custodian Bank shall hold the assets of the Fund and discharge all other obligations imposed on the Custodian Bank pursuant to Luxembourg Law. The investment manager of SEB Ethical Global Fund SEB Ethical Sweden Fund SEB Europe Fund SEB Global Equity Fund SEB Index Linked Bond Fund SEK SEB Medical Fund SEB North America Equity Fund SEB Bond Fund SEK SEB Technology Fund SEB World Fund is Skandinaviska Enskilda Banken AB (publ), a portfolio manager established under the laws of the Kingdom of Sweden. The investment manager of SEB Asia Equity ex. Japan Fund SEB Japan Equity Fund is Schroder Investment Management Limited The investment manager implements the investment policy, makes investment decisions and continuously adapts them to market developments as appropriate, taking into account the interest of the Fund. Legal status of investors The money in the Fund is invested by the Management Company acting in its own name on behalf of the joint account of the investors ( unitholders ) in securities, money market instruments and other eligible assets, based on the principle of risk-spreading. The money invested in the Fund and the assets purchased with the money constitute the Fund s assets, which are kept separate from the Management Company s own assets. Unitholders as joint owners have an interest in the assets of the Fund in proportion to the number of units they hold. All Fund units have the same right. Investor Profile The Fund is intended for investors who seek capital appreciation over the long-term and do not seek current income for their investment. The history has indeed shown that shares have the potential to give better long-term returns than money market instruments or bonds. Investors should however consider the risks associated with shares (and assimilated equity instruments). Investment may not be appropriate for all investors. Investors must be able to accept substantial year-to-year volatility and significant temporary decrease in value. Investors should consider their long-term investment goals and financial needs when making an investment decision about this Fund. As a consequence, this Fund is suitable to investors who can afford to set aside the capital invested for at least five years. Investment objective and policy of the Fund The main objective of the Fund is to gain the greatest possible return observing a well balanced risk level. The Fund has long term investment horizons and therefore purchase of units in the Fund should be regarded as a medium to long term investment. In order to achieve its main objective, the Fund's portfolio will be focused on gaining return from equities and / or fixed interest securities. The Fund may include fixed interest securities in the portfolio as (1) main objective or part of the main objective, (2) to cover exposures when using derivatives or (3) for cash management purposes. The Fund may also gain return from exposure to currencies. The transferable securities should be (a) admitted to or dealt in on regulated markets, (b) dealt in on another market in a Member State of the European Union, which is regulated, operates regularly and is open to the public, or (c) admitted to official listing on a stock exchange in a non-member State of the European Union or dealt in on another market in a non- Member State of the European Union which is regulated, operates regularly and is recognised and open to the public. The Fund may also hold money market instruments. Furthermore, with a view to maintaining adequate liquidity, the Fund may, on an ancillary basis, hold liquid assets. In accordance with article 4 of the Management Regulations, General Section the Fund may use derivatives. Their use need not be limited to hedging the Fund s assets; they may also be part of the investment strategy. Trading in derivatives is page 7

8 conducted within the confines of the investment limits and provides for the efficient management of the Fund s assets, while also regulating maturities and risks. If a Fund is allowed to use Credit Default Swaps (CDS) the risk inherent to this use must not exceed 20% of the net asset value of the fund and the total risk of derivative instruments including the risk inherent to CDS shall not, at any moment, exceed the net asset value of the fund. Where the financial derivative instrument is cash-settled automatically or at the Fund s discretion, the Fund will be allowed not to hold the specific underlying instrument as cover. As acceptable cover are considered: a) cash b) liquid debt instruments with appropriate safeguards c) other highly liquid assets which are recognised by the competent authorities considering their correlation with the underlying of the financial derivative instruments, subject to appropriate safeguards. In addition, the Fund s assets may be invested in all other eligible assets within the scope of legal possibilities and the provisions laid down in the General Section of the Management Regulations. In Sub-Funds investing in a specific geographical area or industrial sector, emphasis will be given to the investments and currencies related to the specific objective of that Sub- Fund. Information on Risk General information Investing in the Fund units involves financial risks. These can involve risk associated with equity markets, bond markets, and foreign exchange markets such as changes in prices, interest rates and credit worthiness. Any of these risks may also occur along with other risks. Some of these risk factors are addressed briefly below. A fund normally consists of investments in or has exposure towards the asset-classes equities and/or bonds. Equities are generally inherent with a higher risk than bonds. This implies that the price of an equity normally varies more than the price of a bond. The higher risk associated with equities offers at the same time a higher possibility of better return than bonds can offer. A combination of both asset classes can often give the individual investor the most suitable level of risk. If investments are made in securities traded in other currencies than the base currency a foreign exchange factor that can change the value of the investment must also be taken into account. Investors should have a clear picture of the Fund, of the risks involved in investing in units of the Fund and they should not make a decision to invest until they have obtained financial and tax expert advice. Investors assume the risk of receiving a lesser amount than they originally invested. Risk factors Market risk This risk is of general nature and exists in all forms of investment. The principal factor affecting the price performance of securities is the performance of capital markets and the economic performance of individual issuers, which in turn are influenced by the general situation of the world economy, as well as the basic economic and political conditions in the particular countries or sectors. Interest Rates To the extent that the Fund respectively the Sub-Funds invest in interest bearing securities, they are exposed to risk of interest rate changes. These risks may be incurred in the event of interest-rate fluctuations in the denomination currency of the securities or the Fund respectively the Sub- Funds. If the market interest rate increases, the price of the interest bearing securities included in the Sub-Funds may drop. This applies to a greater degree, if the Sub-Funds should also hold interest bearing securities with a longer time to maturity and a lower nominal interest return. Credit Risk The creditworthiness (solvency and willingness to pay) of an issuer of a security held by the Fund may fall. Bonds or debt instruments involve a credit risk with regard to the issuers, for which the issuers credit rating can be used as a benchmark. Bonds or debt instruments floated by issuers with a lower rating are generally viewed as securities with a higher credit risk and greater risk of default on the part of the issuers than those instruments that are floated by issuers with a better rating. If an issuer of bonds or debt instruments gets into financial or economic difficulties, this can affect the value of the bonds or debt instruments (this value could drop to zero) and the payments made on the basis of these bonds or debt instruments (these payments could drop to zero). Risk of Default In addition to the general trends on capital markets the particular performance of each individual issuer also affects the price of an investment. The risk of a decline in the assets of issuers, for example, cannot be entirely eliminated even by the most careful selection of securities. Liquidity Risk Liquidity risks arise when a particular security is difficult to dispose of. In principle, acquisitions for the Fund must only consist of securities that can be sold again at any time. Nevertheless, it may be difficult to sell particular securities at the required time during certain phases or in particular exchange segments. There is also the risk that securities traded in a rather tight market segment may be subject to significant price volatility. Counterparty and Settlement Risk When the Fund conducts overthe-counter (OTC) transactions, it may be exposed to risks relating to the credit standing of its counterparties and to their ability to fulfil the conditions of the contracts it enters into with them. Therefore, while entering into futures, options and swap transactions or using other derivative techniques, the Fund page 8

9 will be subject to the risk of a counterparty which might not fulfil its obligations under a particular contract. Settlement risk is the risk that a settlement in a transfer system may not take place as expected. Derivatives Derivatives is a generic name for instruments getting their return from underlying assets. The instruments are agreements on the purchase or sale of the underlying assets on a future date at a pre-set price. The agreement s return depends on the return of the underlying asset. Common derivatives are futures, options and swaps. Specific risks associated with derivatives a) Derivatives are time limited and will expire. b) The low payment normally required to establish a position permits a high degree of leverage. As a result, a relatively small movement in the price of a futures contract or a swap may result in a profit or a loss which is high in proportion to the amount of assets actually placed as payment and may result in further loss exceeding any payment deposited. Currency Risk If the Fund holds assets denominated in foreign currencies, it is subject to currency risk. Any devaluation of the foreign currency against the base currency of the Fund respectively the Sub-Fund would cause the value of the assets denominated in the foreign currency to fall. Country Risk / Geographical Risk Investments in a limited geographical market may be subject to a higher than average risk due to a higher degree of concentration, less market liquidity, or greater sensitivity to changes in market conditions. Investments in developing markets are often more volatile than investments in mature markets. Some of these economies and financial markets may from time to time be extremely volatile. Many of the countries in such regions may be developing, both politically and economically. Risk management process The Fund employs a risk management process, which enables the Management Company to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio. The risk profile of the Fund is monitored taking into account the current value of the underlying assets, the counterparty risk and the time available to liquidate the positions. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of the risk measurement of the risk management process. Umbrella structure The Management Company has established segregated opposable accounts each constituting a Sub-Fund, the assets of which are invested in accordance with the particular investment features applicable to that Sub-Fund. The rights of the unitholders and creditors regarding a Sub-Fund are limited to the assets of this Sub- Fund. The assets of a Sub- Fund will be answerable exclusively for the rights of the unitholders relating to this Sub- Fund. In relation between unitholders, each Sub-Fund will be deemed to be a separate entity. Sub-Funds All Sub-Funds comply with the objective described above and the investment restrictions laid down in the General Section of the Management Regulations. For each Sub-Fund the Management Company may decide to issue two classes of units: capitalisation units ( C units) and distribution units ( D units) as further described here below. At present, twelve Sub-Funds are at the unitholders disposal under the SEB Fund 3 umbrella: SEB Asia Equity ex. Japan Fund SEB Ethical Global Fund SEB Ethical Sweden Fund SEB Europe Fund SEB Global Equity Fund SEB Index Linked Bond Fund SEK SEB Japan Equity Fund SEB Medical Fund SEB North America Equity Fund SEB Bond Fund SEK SEB Technology Fund SEB World Fund In the event of creation of further Sub-Funds, the Prospectuses will be updated accordingly. Calculation of the net asset value per unit In order to calculate the net asset value (NAV) per unit, the value of the assets belonging to the Fund less its liabilities is calculated on each day that constitutes a bank business day both in Luxembourg and in Sweden ( Valuation Day ), and the result is divided by the number of the units issued. Particulars on the calculation of the net asset value per unit and on asset valuation are provided in the General Section of the Management Regulations. Units Issue of Units Unless otherwise laid down in section IV relating to Sub- Funds, units are issued in registered form only on each Valuation Day at their net asset value plus an issue commission of maximum 5% per unit. This issue price includes all commissions payable to banks and financial institutions taking part in the placement of units, but not the charges taken by intervening correspondent banks for the execution of money transfers or cashing of cheques. Where units are issued in countries where stamp duties or other charges apply, the issue price increases accordingly. The Management Company may provide for the issuance of fractional units. Fractional units may be issued up to three decimal places. The Management Company is authorized to issue new units page 9

10 continuously. Nevertheless, the Management Company reserves the right to reject, at its discretion and in the Fund and the unitholders interest, any subscription application; any payments already made shall in such instances be immediately refunded. Payment for subscriptions must be made in the base currency of the respective Sub-Fund, Euro or Swedish Krona. The Management Company may however accept payments in other major currencies. The value of these payments in the base currency of the Sub-Fund will then be determined on basis of the exchange rates used for the net asset value calculation of the same Valuation Day. The payment made, in a form immediately available, must have reached the subscription account before hrs (Central European time) on the same Valuation Day, on which the order has to be received, otherwise the order will be executed on the next applicable Valuation Day. In order to avoid the repayment to subscribers of small surplus amounts, the Management Company will round up at its own expense each subscription to the next immediately higher whole number of units or issue fractions to the nearest 1000 th of a unit. Confirmation of the execution of a subscription will be made by the dispatch of an advice to the unitholder indicating the name of the Sub-Fund, the number and class of units subscribed for, and the relevant net asset value. The Custodian Bank shall immediately pay back incoming payments for applications for subscriptions which are not carried out. By purchasing a unit, the unitholder accepts the Management Regulations and all approved changes to them. Unit classes Unless otherwise laid down in the section IV relating to Sub- Funds, the Management Company may decide to issue, for each Sub-Fund, two classes of units: capitalisation units ( C units) and distribution units ( D units). The D units will pay a dividend to its holders, whereas the C units will accumulate income with the result that their value will constantly be greater than that of the D units, in the proportion of the dividends paid to D units. Dividends are paid annually, except for those Sub-Funds where the Management Company would decide on a monthly, quarterly or semiannual dividend payment. Unitholders have the right to convert their units of one class into units of another class of units. Restriction on issue Units of the Fund may not be offered, sold or otherwise distributed to Prohibited Persons. Prohibited Persons means any person, firm or corporate entity, determined in the sole discretion of the Fund s` Management Company, as being not entitled to subscribe for or hold units of the Fund or, as the case may be, in the Sub- Fund, (i) if in the opinion of the Fund s Management Company such holding may be detrimental to the Fund, (ii) if it may result in a breach of any law or regulation, whether Luxembourg or foreign, (iii) if as a result thereof the Fund or the Fund s Management Company may become exposed to disadvantages of a tax, legal or financial nature that it would not have otherwise incurred or (iv) if such person would not comply with the eligibility criteria for units (e.g. in relation to "U.S. persons" as described below). The units of the Fund are not registered under the United States Securities Act of 1933 (the 1933 Act ) or the Investment Company Act of 1940 (the 1940 Act ) or any other applicable legislation in the United States. Accordingly, units of the Fund may not be offered, sold, resold, transferred or delivered directly or indirectly, in the United States, its territories or possessions or any area subject to its jurisdiction (collectively the United States or the US ) or to, or for the account of, or benefit of, any US Person as defined in the 1933 Act or any applicable United States regulation except to certain qualified purchasers under exemptions from registration requirements of the 1940 Act. Applicants for the purchase of units of the Fund will be required to certify that they are not US Persons and might be requested to proof that they are not Prohibited Persons. Holders of units are required to notify the Fund s Management Company of any change in their domiciliation status. Prospective investors are advised to consult their legal counsel prior to investing in units of the Fund in order to ascertain their status as non US Persons and as non-prohibited Persons. The Fund s Management Company may refuse to issue units to Prohibited Persons or to register any transfer of units to any Prohibited Person. Moreover the Fund s Management Company may at any time forcibly redeem / repurchase the units held by a Prohibited Person. The Management Company can furthermore reject an application for subscription at any time at its discretion, or temporarily limit, suspend or completely discontinue the issue of units, in as far as this is deemed to be necessary in the interests of the unitholders as an entirety, to protect the Management Company, to protect the respective fund, in the interests of the investment policy or in the case of endangering specific investment objectives of the respective fund. Anti-Money Procedures Laundering The applicants wanting to subscribe units of the Fund must provide the Management Company with all necessary information, which the Management Company may reasonably require to verify the identity of the applicant. Failure to do so may result in the Management Company refusing page 10

11 to accept the subscription for units in the Fund. Applicants must indicate whether they invest on their own account or on behalf of a third party. Except for applicants applying through companies who are regulated professionals of the financial sector, bound in their country by rules on the prevention of money laundering equivalent to those applicable in Luxembourg, any applicant applying in its own name or applying through companies established in non GAFI countries, is obliged to submit to the Management Company in Luxembourg all necessary information, which the Management Company may reasonably require to verify. The Management Company must verify the identity of the applicant. In the case of an applicant on behalf of a third party, the Management Company must also verify the identity of the beneficial owner(s). Furthermore, any such applicant hereby undertakes that it will notify the Management Company prior to the occurrence of any change in the identity of any such beneficial owner. Late Trading and Market Timing The Management Company does not permit late trading, market timing or related excessive, short-term trading practices. In order to protect the best interests of the unitholders, the Management Company reserves the right to reject any application to subscribe for units from any investor engaging in such practices or suspected of engaging in such practices and to take such further action as it, in its discretion, may deem appropriate or necessary, such as the charge of higher redemption fee, as laid down hereafter. Redemption of units Units are redeemed, on each Valuation Day at their net asset value, decreased by a maximum of 1% redemption fee which is payable to banks and financial institutions taking part in the redemption of units. Where units are redeemed in countries where stamp duties or other charges apply, the redemption price decreases accordingly. Furthermore, in relation to suspected market timing practices, the Management Company may charge an additional redemption fee of up to 2% of the net asset value on the units redeemed within 6 months of their issue. Such redemption fee will be payable to the relevant Sub-Fund or unit class. The same redemption fee for every redemption request executed on the same valuation day will be applicable if the redemption is based on market timing in order to ensure the equal treatment of investors. In the event of large-scale applications for redemption, the Management Company reserves the right to redeem units at the applicable net asset value, only after it has sold the corresponding assets promptly, yet always acting in the best interests of the unitholders. Furthermore, the Management Company reserves the right to reduce proportionally all requests for redemptions in a Sub-Fund to be executed on one Valuation Day whenever the total proceeds to be paid for the units so tendered for redemption exceeds 5% of the total net assets of that specific Sub-Fund. The portion of the redemptions thus not executed will then be executed by priority on the next Valuation Day. Payment will be made by the Custodian Bank, respectively the Paying Agents in the base currency of the respective Sub- Fund, Euro or Swedish Krona according to the choice of the unitholder, with a value date within ten bank business days following the corresponding Valuation Day. The value of these payments is determined by using the same exchange rates than those used for the net asset value calculation of that same Valuation Day. Confirmation of execution of redemption will be made by dispatching an advice to the unitholder. Compulsory redemption of units Moreover the Fund s Management Company may at any time forcibly redeem / repurchase the units held by a Prohibited Person, as defined under the section Restriction on issue. Conversion of units Unless otherwise provided for in the section relating to Sub- Funds, a unitholder may convert all or part of the units he holds in a Sub-Fund into units of another Sub-Fund or units of one class into units of another class. Conversions are executed free of commission, but the Management Company may levy a fee to cover costs and expenses related to the conversion. The fee will in no event exceed 1% of the conversion amount or a maximum of USD 250 or its equivalent in another currency. Furthermore requests for conversion will only be accepted if they represent a minimum value of units of USD 2,500.- or equivalent amount in another currency. In case of the conversion, the number of units allotted in a new Sub-Fund or in the new class is determined by means of the following formula: (A x B x C) - fee = N D where: A is the number of units presented for conversion, B is the net asset value of one unit in that Sub-Fund and/or of that class of which the units are presented for conversion, on the day the conversion is executed, C is the conversion factor between the base currencies of the two Sub-Funds on the day of execution. If the Sub-Funds or the two classes of units have the same base currency, this factor is one, D is the net asset value per unit of the new Sub-Fund and /or class on the day of execution, N is the number of units allotted in the new Sub-Fund and/or class. Cut-off Time All subscription, redemption and conversion orders are made on the basis of the unknown net asset value per unit. page 11

12 Unless otherwise provided in the Sub-Funds particulars orders received by the Management Company before hrs (Central European time) on a Valuation Day, directly or through the Custodian Bank or any Paying Agent, are processed on the basis of the net asset value per unit on that Valuation Day. Orders received after hrs (Central European time), are processed on the basis of the net asset value per unit on the next Valuation Day. Publications The last known issue and redemption prices as well as all other information for unitholders may be requested at any time from the registered offices of the Management Company, the Custodian Bank and the Paying Agents. In addition, the issue and redemption prices are published in at least one international newspaper, which will be determined by the Management Company from time to time. Relevant information will be forwarded to registered unitholders in writing. Listing The units of the Fund are listed on the Luxembourg Stock Exchange. Costs Out of the Fund s respectively each Sub-Fund s net assets, the Management Company will be entitled to an all-in fee of maximum 1.75% p.a. The commission rate applicable to each Sub-Fund will be laid down in the section relating to Sub-Funds. Furthermore, the Fund will pay all taxes owed on the Fund s assets and income. Bank and brokerage fees for transactions in securities making up the Fund s portfolio as well as fees on transfers referring to redemption of units will be borne by the Fund. All other costs and expenses are not to be borne by the Fund. All specific fees and expenses of each Sub-Fund are payable by that Sub-Fund. All other fees and expenses shall be shared by the Sub-Funds in proportion to their net assets at that time. Investment in target funds can lead to duplicate costs, in particular to double management fees, since fees are incurred both on the side of the Fund as well on the side of the target fund. Dissolution of the Fund / Changes in the Management Regulations The Management Company may dissolve the Fund / a Sub- Fund or change the Management Regulations at any time. Particulars are provided in the Management Regulations. Taxes The Fund is subject to Luxembourg legislation. Buyers of the Fund's units should inform themselves of the legislation and rules applicable to mergers, the purchase, holding and possible sale of units having regard to their residence or nationality. In accordance with current legislation in Luxembourg, neither the Fund nor the unitholders, except those whose domicile, residence or permanent establishment is Luxembourg, are subject to any tax on income, capital gains or wealth. The Fund s income may however be subject to withholding tax in the countries where the Fund s assets are invested. In such cases neither the Custodian Bank nor the Management Company is required to obtain tax certificates. Considerations on the European Savings Directive The Council of the European Union has adopted on 3 June 2003 a Council Directive 2003/48/EC on taxation of savings income in the form of interest payments. Under the Directive, Member States of the European Union ("Member States") will be required to provide the tax authorities of another Member State with details of payments of interest or other similar income paid by a Paying Agent within its jurisdiction to a natural person in that other Member State, subject to the right of certain Member States (Austria, Belgium and Luxembourg) to opt instead for a withholding tax system for a transitional period in relation to such payments. From July 2005 until June 2008, the applicable withholding tax rate would be 15% and from July 2008 until June 2011 the applicable withholding tax rate would be 20%, rising to 35% from 1 July The net assets of the Fund are subject to a Luxembourg tax at an annual rate of 0.05% payable at the end of each quarter and calculated on the amount of the net assets of each Sub-Fund at the end of that quarter. The value of the assets represented by the shares held in other Luxembourg undertakings for collective investment already subject to a taxe d abonnement is exempt from the payment of such tax. Financial year The Fund s financial year is the calendar year. page 12

13 SEB Asia Equity ex. Japan Fund IV Sub-Funds Investment Policy This Sub-Fund is focused on Asia, except Japan. The portfolio will mainly include shares and equity related transferable securities issued by companies in Asia, with the exception of Japan, or traded on Asian markets, without being restricted to a specific industrial sector. The transferable securities shall be admitted to official listing on stock exchanges or dealt in on regulated markets or on other markets that are regulated, operate regularly and are recognised and open to the public in Asia, the Pacific area, the European Union or the United States. The Sub-Fund may use future contracts, options, swaps and other derivatives as part of the investment strategy. It may also use derivatives to hedge various investments, for risk management and to increase the Sub-Fund s income or gain. The underlying assets of the above mentioned derivatives consist of instruments as described under Article 4 Section A sub-paragraphs a) to g) of the Management Regulations (General Section) as well as financial indices, interest rates, foreign exhange rates. Financial indices in the aforementioned sense are financial indices on stocks, currencies, foreign exchange rates and interest rates. Under no circumstances will the sub-fund be permitted to derogate from its investment policy by using the aforementioned derivatives. The Sub-Fund may invest up to 100 % of its assets in different transferable securities issued or guaranteed by any Member State of the EU, its local authorities, or public international bodies of which one or more of such Member States are members, or by any other State of the OECD. The Sub-Fund can only make use of this provision if it holds securities from at least six different issues, and if securities from any one issue may not account for more than 30 % of the Sub - Fund s total net assets. The Sub-Fund will not invest more than 5 per cent of its net assets in units / shares of other UCITS or UCIs. Investment Manager Schroder Investment Management Limited Risk profile This Sub-Fund faces the same risks as those normally associated with investments in shares. The Sub- Fund will be exposed to the equity market and a specific part of the world, Asia except Japan, including its developing markets. It is not restricted to a specific industrial sector. For further descriptions of risks involved for the Sub-Fund, please refer to the respective section. Typical Investor The Sub-Fund is intended for investors who seek capital appreciation over the long-term. The history has indeed shown that shares have the potential to give better long-term returns than money market instruments or bonds. Investors should however consider the risks associated with shares (and assimilated equity instruments). Investors must be able to accept substantial year-to-year volatility and significant temporary decrease in value. Investors should consider their long-term investment goals and financial needs when making an investment decision about this Fund. As a consequence, this Fund is suitable to investors who can afford to set aside the capital invested for at least five years. Management Fee The management fee will amount to a maximum of 1.75 % per annum of the Sub-Fund s net assets. This commission is being payable at the end of each month and based on the average net assets of the Sub-Fund calculated daily during the relevant month. Net Asset Value The net asset value per unit is expressed in US Dollars (USD). Issue of classes The Management Company has decided to offer "D" units in this Sub-Fund. Cut-off Time / Order Processing Notwithstanding the general rules laid down in the section "Cut off Time" here before, orders received by the Management Company for this Sub-Fund before hrs (Central European time) on a Valuation Day, directly or through the Custodian Bank or any Paying Agent, are processed on the basis of the net asset value per unit of the following Valuation Day. Orders received after hrs (Central European time), are processed on the basis of the net asset value per unit of the next but one Valuation Day page 13

14 Initial Subscription amount A unitholder's initial subscription must be for a minimum amount equivalent to USD 2,500; for subsequent subscriptions, no minimum is required. Sub-Fund`s performance The Sub-Fund s performance is disclosed under the simplified prospectus which is updated at an annual frequency. page 14

15 SEB Ethical Global Fund Investment Policy This Sub-Fund has a global focus. The portfolio will mainly include shares and equity related transferable securities issued by companies of any part of the world, complying with the ethical and / or environmental regards that the Fund Management Company at any time decides. The Sub-Fund will include active decisions on currency exposures in order to increase the Sub-Fund's income or gain. The Sub-Fund may use future contracts, options, swaps and other derivatives as part of the investment strategy. It may also use derivatives to hedge various investments, for risk management and to increase the Sub-Fund s income or gain. The underlying assets of the above mentioned derivatives consist of instruments as described under Article 4 Section A sub-paragraphs a) to g) of the Management Regulations (General Section) as well as financial indices, interest rates, foreign exhange rates. Financial indices in the aforementioned sense are financial indices on stocks, currencies, foreign exchange rates and interest rates. Under no circumstances will the sub-fund be permitted to derogate from its investment policy by using the aforementioned derivatives. The Sub-Fund may invest up to 100 % of its assets in different transferable securities issued or guaranteed by any Member State of the EU, its local authorities, or public international bodies of which one or more of such Member States are members, or by any other State of the OECD. The Sub-Fund can only make use of this provision if it holds securities from at least six different issues, and if securities from any one issue may not account for more than 30 % of the Sub - Fund s total net assets. The Sub-Fund will not invest more than 5 per cent of its net assets in units / shares of other UCITS or UCIs. Investment Manager Skandinaviska Enskilda Banken AB (publ) Risk profile This Sub-Fund faces the same risks as those normally associated with investments in shares. In accordance with the Sub-Funds investment policy, the Sub-Fund's assets have a global exposure. This normally results in a lower risk than for investments in one part of the world, a single geographical market or a specific industrial sector. For further descriptions of risks involved for the Sub-Fund, please refer to the respective section. Typical Investor The Sub-Fund is intended for investors who seek capital appreciation over the long-term. The history has indeed shown that shares have the potential to give better long-term returns than money market instruments or bonds. Investors should however consider the risks associated with shares (and assimilated equity instruments). Investors must be able to accept substantial year-to-year volatility and significant temporary decrease in value. Investors should consider their long-term investment goals and financial needs when making an investment decision about this Fund. As a consequence, this Fund is suitable to investors who can afford to set aside the capital invested for at least five years. Management Fee The management fee will amount to a maximum of 1.75 % per annum of the Sub-Fund s net assets. This commission is being payable at the end of each month and based on the average net assets of the Sub-Fund calculated daily during the relevant month. Net Asset Value The net asset value per unit is expressed in US Dollars (USD). Issue of classes The Management Company has decided to offer "D" units in this Sub-Fund. Initial Subscription amount A unitholder's initial subscription must be for a minimum amount equivalent to USD 2,500; for subsequent subscriptions, no minimum is required. Sub-Fund`s performance The Sub-Fund s performance is disclosed under the simplified prospectus which is updated at an annual frequency. page 15

16 SEB Ethical Sweden Fund Investment Policy This Sub-Fund is focused on Sweden. The portfolio will mainly include shares and equity related transferable securities issued by companies in Sweden or traded on Swedish markets, complying with the ethical and / or environmental regards that the Fund Management Company at any time decides. The Sub-Fund may use future contracts, options, swaps and other derivatives as part of the investment strategy. It may also use derivatives to hedge various investments, for risk management and to increase the Sub-Fund s income or gain. The underlying assets of the above mentioned derivatives consist of instruments as described under Article 4 Section A sub-paragraphs a) to g) of the Management Regulations (General Section) as well as financial indices, interest rates, foreign exhange rates. Financial indices in the aforementioned sense are financial indices on stocks, currencies, foreign exchange rates and interest rates. Under no circumstances will the sub-fund be permitted to derogate from its investment policy by using the aforementioned derivatives. The Sub-Fund may invest up to 100 % of its assets in different transferable securities issued or guaranteed by any Member State of the EU, its local authorities, or public international bodies of which one or more of such Member States are members, or by any other State of the OECD. The Sub-Fund can only make use of this provision if it holds securities from at least six different issues, and if securities from any one issue may not account for more than 30 % of the Sub - Fund s total net assets. The Sub-Fund will not invest more than 5 per cent of its net assets in units / shares of other UCITS or UCIs. Investment Manager Skandinaviska Enskilda Banken AB (publ) Risk profile This Sub-Fund faces the same risks as those normally associated with investments in shares. In accordance with the investment policy the Sub-Fund's assets are risk exposed mainly to the Swedish equity market and thus to a limited geographical market. This normally results in a higher risk than for an equity fund exposed to more than one geographical market. For further descriptions of risks involved for the Sub-Fund, please refer to the respective section. Typical Investor The Sub-Fund is intended for investors who seek capital appreciation over the long-term. The history has indeed shown that shares have the potential to give better long-term returns than money market instruments or bonds. Investors should however consider the risks associated with shares (and assimilated equity instruments). Investors must be able to accept substantial year-to-year volatility and significant temporary decrease in value. Investors should consider their long-term investment goals and financial needs when making an investment decision about this Fund. As a consequence, this Fund is suitable to investors who can afford to set aside the capital invested for at least five years. Management Fee The management fee will amount to a maximum of 1.75 % per annum of the Sub-Fund s net assets. This commission is being payable at the end of each month and based on the average net assets of the Sub-Fund calculated daily during the relevant month. Net Asset Value The net asset value per unit is expressed in Swedish Krona (SEK). Issue of classes The Management Company has decided to offer "D" units in this Sub-Fund. Initial Subscription amount A unitholder's initial subscription must be for a minimum amount equivalent to USD 2,500; for subsequent subscriptions, no minimum is required. Sub-Fund s performance The Sub-Fund s performance is disclosed under the simplified prospectus which is updated at an annual frequency. page 16