PROSPECTUS SEB OPTIMUS

Transcription

1 PROSPECTUS SEB OPTIMUS SICAV (Société d'investissement à Capital Variable à Compartiments Multiples) R.C.S. LUXEMBOURG B Subscriptions can only be accepted on the basis of this prospectus and the key investor information document accompanied by the latest annual report (if any), as well as by the latest semi-annual report (if any), if published after the latest annual report. No information other than that contained in the prospectuses, in the periodic financial reports or in any other document mentioned in the prospectuses and which may be consulted by the public may be given in connection with this offer. Shares in SEB OPTIMUS may be neither bought nor held directly or indirectly by investors who are residents or citizens of the United States and its sovereign territories; nor is the transfer of shares to such persons permitted. December 2011

2 SEB OPTIMUS SICAV This Prospectus has been prepared by the Directors of SEB OPTIMUS ("SEB OPTIMUS" or the "Company") and to the best of their belief and knowledge the information contained herein is in accordance with the facts as at the date hereof. All decisions to subscribe for shares in the Company should be made on the basis of information contained in this Prospectus and any documents referred to herein. To reflect material changes this document may from time to time be updated and potential subscribers should enquire of the Company as to the issue by the Company of any later Prospectus. No third party has been authorised to provide any information or make any representation not contained in this document and any such representation may not be relied upon as having been authorised by the Company. This Prospectus does not constitute and may not be used for the purpose of an invitation to subscribe for any shares in the Company by any person in any jurisdiction (i) in which such invitation is not authorised or (ii) in which the person making such invitation is not qualified to do so or (iii) to any person to whom it is unlawful to make such invitation. The effects of investment in the Company will vary for individual investors. This document does not purport to cover all legal or taxation aspects of such investments. Prospective investors should not therefore treat the contents of this document as specific advice relating to legal, taxation or investment matters and are recommended to consult their own professional advisors concerning the merger, the acquisition, holding or disposal of shares in the Company. Nothing in this document is or shall be relied upon as a promise or representation as to future performance. page 1

3 DEFINITIONS Articles Bank Business Day The Company Directive 2009/65/EC EU EUR EUSD The Articles of Incorporation of the Company as may be supplemented or amended from time to time. Any day on which banks in Luxembourg are open for business, except 24 December. SEB OPTIMUS, which term shall include any Sub-Fund thereof. The Directive 2009/65EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as amended. European Union The official single European currency adopted by a number of member states of the European Union. The Council of the European Union adopted on June 3, 2003 a Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments (the "European Savings Directive") under which Member States of the European Union ("Member States") will be required to provide tax authorities of another Member State with details of payment of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State. Austria and the Grand Duchy of Luxembourg have opted alternatively for a withholding tax system for a transitional period in relation to such payments. The law implementing the European Savings Directive into Luxembourg law has been adopted on April 12, 2005 (the "Savings Directive Law"). Pursuant to the Savings Directive Law, the withholding tax rate on interests is 35% since 1 July Article 9 of the Savings Directive Law provides that no withholding tax will be withheld if the beneficial owner expressly authorizes the paying agent to report information in accordance with the provisions of the Savings Directive Law. Dividends distributed by a Sub-Fund will be subject to the European Savings Directive if more than 15% of the relevant Sub- Fund's assets are invested in debt claims as defined in the Savings Directive Law. Proceeds realised by unitholders on the disposal of units will be subject to such reporting or withholding if more than 40% of the relevant Sub-Fund's assets are invested in debt claims as defined by the Savings Directive Law. Group of Companies Law of 2010 Member State Mémorial Money Market Instruments Companies belonging to a same entity which must draw-up consolidated accounts in accordance and according to recognized international accounting rules. The Luxembourg law of 17 December 2010 on undertakings for collective investment, as may be amended from time to time. A member state of the European Union The Mémorial C, Recueil des Sociétés et Associations Instruments normally dealt in on the money market which are liquid and have a value which can be accurately determined at any time. page 2

4 Other (Another) State Sub-Fund Reference Currency Any State which is not a Member of the European Union Pursuant to the law, although the Company constitutes a single legal entity with a common management structure, each Sub-Fund is a separate pool of assets which is responsible merely for its own liabilities, with its own shareholders and managed in accordance with the general investment guidelines of the Company and the specific features of each Sub-Fund. Currency of denomination of a Sub-Fund Regulatory Authority SICAV Transferable Securities UCI(s) UCITS U.S. USD Valuation Day The Luxembourg authority in charge of the supervision of the undertakings for collective investment in the Grand Duchy of Luxembourg. A Société d Investissement à Capital Variable - shares and other securities equivalent to shares - bonds and other debt instruments - any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange excluding, however, derivative instruments referred to under the term techniques and instruments Undertaking(s) for collective investment An undertaking for collective investment in transferable securities governed by the relevant European Union Directive United States of America United States Dollars Every Bank Business Day on which the Net Asset Value is determined. page 3

5 SEB OPTIMUS SICAV THE COMPANY...7 SHARE CAPITAL...8 INVESTMENT OBJECTIVE AND POLICY...8 RISK FACTORS...10 INVESTMENT RESTRICTIONS...13 DISTRIBUTION POLICY...21 NET ASSET VALUE...21 ISSUE OF SHARES...23 REDEMPTION OF SHARES...24 CONVERSION AND SWITCHING BETWEEN SUB-FUNDS...24 TAXATION...25 INVESTMENT ADVISER...26 MANAGEMENT COMPANY, DOMICILIARY AGENT AND CENTRAL ADMINISTRATION...26 CUSTODIAN AND DISTRIBUTOR...27 SEGREGATED ACCOUNTS AND MARGIN ACCOUNTS...28 MARKET TIMING, LATE TRADING AND OTHER ILLEGAL TRADING PRACTICES...28 ANTI-MONEY LAUNDERING...28 EXPENSES...29 NOTICES...29 MERGERS...30 DURATION AND LIQUIDATION...31 DOCUMENTS...32 page 4

6 SEB OPTIMUS SICAV Registered Office: SEB OPTIMUS, SICAV (Société d'investissement à Capital Variable à Compartiments Multiples) Registered office until 31 March 2012: 6a, Circuit de la Foire Internationale L-1347 Luxembourg from 1 April 2012: 4, rue Peternelchen L-2370 Howald The Company is sponsored by: Skandinaviska Enskilda Banken S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg The Board of Directors of the Company: Chairman of the Board Peter Kubicki Managing Director Skandinaviska Enskilda Banken S.A. Luxembourg Directors Marie Winberg Global Head of Product Management SEB Investment Management AB Rudolf Kömen Head of SEB Asset Management S.A. Luxembourg The Management Company and Domiciliary Agent SEB Asset Management S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg The Board of Directors of the Management Company Chairman of the Board Peter Kubicki Managing Director Skandinaviska Enskilda Banken S.A. Luxembourg Directors Marie Winberg Global Head of Product Management SEB Investment Management Stockholm page 5

7 Alexander Klein Managing Director SEB Investment GmbH Frankfurt Rudolf Kömen Head of SEB Asset Management S.A. Luxembourg The Central Administration (including Administrative, Registrar and Transfer Agent) and Paying Agent: Global Distributor Representatives and paying agents outside Luxembourg The Approved Statutory Auditor of the SICAV and the Management Company (hereafter the Auditor ): The Custodian Bank and Distributor in Luxembourg: The Bank of New York Mellon (Luxembourg) S.A. 2-4, rue Eugène Ruppert L-2453 Luxembourg Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 SE Stockholm The full list of representatives and paying agents outside Luxembourg can be obtained, free of any charge, at the registered office of the Company and on the website PricewaterhouseCoopers S.à r.l. 400, route d Esch L-1471 Luxembourg Skandinaviska Enskilda Banken S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg The Investment Adviser: Skandinaviska Enskilda Banken S.A. 6a, Circuit de la Foire Internationale L-1347 Luxembourg page 6

8 SEB OPTIMUS SICAV INTRODUCTION SEB OPTIMUS (hereinafter the Company") described in this prospectus is a company established in Luxembourg with a variable capital comprising separate Sub-Funds (each a "Sub-Fund"). The Company has been established at the initiative of Skandinaviska Enskilda Banken S.A. The main objective of the Company is to provide active and professional management, to diversify investment risks and satisfy investors seeking longer-term capital growth. As in the case of any investment, the Company cannot guarantee future performance and there can be no certainty that the investment objectives of the Company's individual Sub-Funds will be achieved. The Company comprises the following two Sub-Funds: SEB OPTIMUS - European Portfolio 70/30 SEB OPTIMUS - European Portfolio 30/70 The Board of Directors may decide, at any time, to establish new Sub-Funds for investment in securities. On the establishment of such additional Sub-Funds, a supplement to this prospectus shall be issued providing the investors with all information on such new Sub-Funds, and the present prospectus shall be amended accordingly. THE ATTENTION OF POTENTIAL INVESTORS IS ESPECIALLY DRAWN TO THE FACT THAT THE COMPANY IS AUTHORISED, IN ACCORDANCE WITH THE PRINCIPLE OF RISK DIVERSIFICATION, TO INVEST UP TO 100 PER CENT OF THE ASSETS OF EACH SUB-FUND IN DIFFERENT TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ISSUED OR GUARANTEED BY A MEMBER STATE OF THE EUROPEAN UNION, BY ITS LOCAL AUTHORITIES, OR BY A MEMBER STATE OF THE OECD OR BY PUBLIC INTERNATIONAL BODIES OF WHICH ONE OR MORE MEMBER STATES OF THE EUROPEAN UNION ARE MEMBERS. EACH SUB-FUND CONCERNED MAY, HOWEVER, NOT HOLD SECURITIES AND MONEY MARKET INSTRUMENTS FROM LESS THAN 6 (SIX) DIFFERENT ISSUES, AND SECURITIES AND MONEY MARKET INSTRUMENTS FROM ANY ONE ISSUE MAY NOT ACCOUNT FOR MORE THAN 30 PER CENT OF THE TOTAL NET ASSET VALUE OF THE SUB-FUND. THE COMPANY The Company was incorporated in the Grand-Duchy of Luxembourg on June 5, 1998, originally under the name OPTIMUS. It is organised as a company with variable capital, Société d'investissement à Capital Variable à Compartiments Multiples ( SICAV ) under part I of the law of the Grand Duchy of Luxembourg of 17 December, 2010 (the "Law of 2010") as an Undertaking for Collective Investment in Transferable Securities ("UCITS") within the meaning of Article 1(2) of the Directive 2009/65/CE of 13 July, 2009, as amended. It is established for an undetermined duration from the date of incorporation. The registered office of the Company is until 31 March 2012 at 6a, Circuit de la Foire Internationale, L Luxembourg, Grand-Duchy of Luxembourg and as from 1 April 2012 at 4, rue Peternelchen L-2370 Howald, Grand-Duchy of Luxembourg. The articles of incorporation and by-laws (the "Articles of Incorporation") of the Company are published in the Mémorial C no-507, Recueil des Sociétés et Associations, dated July 9, The last amendments to these Articles of Incorporation of the Company, which were decided on 29 December 2011 and will be published in the Mémorial C on 23 January The financial year of the Company ends on 30 September of each year. Shareholders' meetings shall be held annually in Luxembourg at the Company's registered office or at such other place as is specified in the notice of meeting. The Annual General Meeting shall be held each year on the third Friday of January at 11:00 Luxembourg time. If such a day is a bank holiday in page 7

9 Luxembourg, the Annual General Meeting shall be held on the next Bank Business Day thereafter. Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of meetings. Notices of meetings will be made available to investors in a form permitted by laws or related regulations of the countries, where shares of the Company are sold. Resolutions concerning the interests of the shareholders of the Company shall be passed at a general meeting and resolutions concerning the particular rights of the shareholders of one specific Sub-Fund shall be passed by that Sub-Fund's general meeting. SHARE CAPITAL The capital of the Company shall at all times be equal to the value of the net assets of all Sub-Funds of the Company. The capital of the Company is denominated in Euro. The minimum capital of the Company shall be equal to the minimum as set by the Luxembourg Law. The Board of Directors shall be authorised, without limitation and at any time, to issue shares at the respective Net Asset Value per share determined in accordance with the provisions of the Company's Articles of Incorporation, without granting existing shareholders a preferential right to subscribe for the shares to be issued. All shares will be issued and fully paid-up, and have no par value. Shares of any Sub-Fund may be issued as either Capitalization Class (C) or Distribution Class (D) shares. Class D shares shall be entitled to payment of a dividend in case payment of a dividend is decided upon. Class C shares shall not be entitled to any dividend payments; shareholders of this Class benefit from the capital appreciation resulting from the reinvestment of the revenue of the Sub-Fund allocated to the Class. A shareholder may at any time request the Company to convert its shares from one Class into shares of the other Class. The shareholder may be charged such fees as the Company may determine from time to time to cover the expenses pertaining to the exchange. Each share shall carry one vote, irrespective of its Net Asset Value and of the Sub-Fund and Class to which it relates. If the capital of the Company falls below two-thirds of the legal minimum capital, the Board of Directors must submit the question of the dissolution of the Company to a general meeting of shareholders. The meeting does not require a quorum, and decisions are taken by simple majority. If the capital falls below one quarter of the legal minimum capital, a decision regarding the dissolution of the Company may be passed by shareholders present representing one quarter of the shares, without the requirement of a quorum. The meeting must be convened not later than 40 days from the day on which it appears that the capital has fallen below two-thirds or one quarter of the minimum capital, as the case may be. INVESTMENT OBJECTIVE AND POLICY The objective of the Company is to provide participation in a selected portfolio of international securities while respecting the principle of risk diversification. SEB OPTIMUS European Portfolio 70/30 REFERENCE CURRENCY: The shares are denominated in EUR and the Net Asset Value shall be expressed in EUR. INVESTMENT POLICY: The strategy of this Sub-Fund is to invest in transferable securities, mainly equities, bonds and convertible bonds officially listed on a stock exchange or traded within another regulated market world wide. Up to 10% of the net assets may be invested in unlisted securities. In principle 70% of the net assets are invested in equities and 30% of the net assets in bonds. A variation of ±15% for both limits will be accepted. Investments in UCITS or UCIs may not exceed 10% of the net assets. 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 page 8

10 the Sub-Fund s income or gain. The underlying assets of the above mentioned derivatives consist of eligible assets in which the Company may invest directly as set out in the Full Prospectus under Investment restrictions as well as financial indices, interest rates, foreign exchange rates. Under no circumstances will the Sub-Fund be permitted to derogate from its investment policy by using the aforementioned derivatives. INVESTMENT HORIZON: at least 5 years. DIVIDEND PAYMENT: The Sub-Fund accumulates the income related to the assets of the Class (C) shares. It is not intended to issue Class (D), dividend paying shares. VALUATION: The price of the shares is calculated each day, which is a Bank Business Day as defined under Definitions here before (a Valuation Day ). The Sub-Fund is valued and the Net Asset Value is expressed in EUR. TRADING: Subscription, redemption and conversion orders are executed on the basis of the unknown net asset value per share. Subscription, redemption and conversion orders received by the Registrar and Transfer Agent (on behalf of the Management Company or directly from the shareholder) before 15:30 (CET) on a Valuation Day are processed on the basis of the net asset value per share of the following Valuation Day. Subscription, redemption and conversion orders received after 15:30 (CET), are processed on the basis of the net asset value per share of the next but one Valuation Day. In order to ensure a placement of orders in due time, earlier cut-off times may be applicable for orders placed with distributors (or/and any of their agents) in Luxembourg or abroad. The corresponding information may be obtained from the respective distributor (or/and any of its agents). DURATION: The Sub-Fund is established for an undetermined duration. PROFILE OF THE TYPICAL INVESTOR / INVESTMENT The Sub-Fund is intended for investors who seek capital appreciation over the long-term and do not seek current income for their investment. Investors must be able to accept substantial year-to-year volatility and significant temporary losses. Investors should consider their long-term investment goals and financial needs when making an investment decision about this Sub-Fund. As a consequence, this Sub-Fund is suitable to investors who can afford to set aside the capital invested for at least five years. SEB OPTIMUS European Portfolio 30/70 LAUNCH DATE: October 2, 2006 REFERENCE CURRENCY: The shares are denominated in EUR and the Net Asset Value shall be expressed in EUR. INVESTMENT POLICY: The strategy is to invest in transferable securities, mainly equities, bonds and convertible bonds officially listed on a stock exchange or traded within another regulated market world wide. Up to 10% of the net assets may be invested in unlisted securities. In principle 70% of the net assets are invested in bonds and 30% of the net assets in equities. A variation of ±10% for both limits will be accepted. Investments in UCITS or UCIs may not exceed 10% of the net assets. 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 eligible assets in which the Company may invest directly as set out in the Full Prospectus under Investment restrictions as well as financial indices, interest rates, foreign exchange rates. Under no circumstances will the Sub-Fund be permitted to derogate from its investment policy by using the aforementioned derivatives. page 9

11 INVESTMENT HORIZON: at least 3 years. DIVIDEND PAYMENT: The Sub-Fund accumulates the income related to the assets of the Class (C) shares. It is not intended to issue Class (D), dividend paying shares. VALUATION: The price of the shares is calculated each day, which is a Bank Business Day as defined under Definitions here before (a Valuation Day ). The Sub-Fund is valued and the Net Asset Value is expressed in EUR. TRADING: Subscription, redemption and conversion orders are executed on the basis of the unknown net asset value per share. Subscription, redemption and conversion orders received by the Registrar and Transfer Agent (on behalf of the Management Company or directly from the shareholder) before 15:30 (CET) on a Valuation Day are processed on the basis of the net asset value per share of the following Valuation Day. Subscription and redemption orders received after 15:30 (CET), are processed on the basis of the net asset value per share of the next but one Valuation Day. In order to ensure a placement of orders in due time, earlier cut-off times may be applicable for orders placed with distributors (or/and any of their agents) in Luxembourg or abroad. The corresponding information may be obtained from the respective distributor (or/and any of its agents). DURATION: The Sub-Fund is established for an undetermined duration. PROFILE OF THE TYPICAL INVESTOR / INVESTMENT The Sub-Fund is appropriate to investors who prefer a mixture of income and capital appreciation. This Sub-Fund provides current income and capital growth by allocating investments across several kinds of assets such as stocks, bonds, and the money market. Stocks provide the capital growth potential, while cash and bonds offer stability and income. This way the investor will have more protection than if he were to invest solely in bonds or equities. As a consequence this Sub-Fund is suitable to investors who can afford to set aside capital invested in this Sub-Fund for at least three years. RISK FACTORS Prospective investors should carefully consider whether such investments are suitable for them in light of their own specific circumstances and financial resources. Potential investors should consider the following risk factors before investing in the Company. Potential investors should also inform themselves of, and where appropriate consult their professional advisers, as to the tax consequences of subscription for buying, holding, exchanging, redeeming or otherwise disposing of shares and merger situations under the law of their country of citizenship, residence or domicile. GENERAL Prospective investors should be aware that the investments of the Company are subject to normal market fluctuations and other risks inherent in investing in securities. There can be no assurance that any appreciation of value of investments will occur. The value of investments and the income derived there from may fall as well as rise and investors may not recoup the original amount invested in the Company. There is no assurance that the investment objective of the Company will actually be achieved. The net asset value of the Company and its Sub-Funds may vary in value as a result of fluctuations in the value of the underlying assets and the income derived there from. Investors are reminded that in certain circumstances their right to redeem shares may be suspended. Depending on an investor s currency of reference, currency fluctuations may adversely affect the value of an investment in the Company. page 10

12 SPECIFIC RISKS Investment in securities Investment in securities of issuers from different countries and denominated in different currencies offer potential benefits not available from investments solely in securities of issuers from a single country, but also involve certain significant risks that are not typically associated with investing in the securities of issuers located in a single country. Among the risks involved are fluctuations in currency exchange rates and the possible imposition of exchange control regulations of other laws or restrictions applicable to such investments. The risks associated with investments in equity (and equity-related) securities include fluctuations in market prices, adverse issuer or market information and the fact that equity (and equity-related) interests are subordinated in the right of payment to other corporate securities, for example, debt securities. The following risks may also be associated with securities: a) Issuers are generally subject to different accounting, audition and financial reporting standards in different countries throughout the world. The volume of trading, the volatility of prices and the liquidity of issuers may vary in the markets of different countries. In addition, the level of government supervision and regulations of securities exchanges, securities dealers and listed and unlisted companies is different throughout the world. The laws of some countries may limit the ability of the Company to invest its assets in securities of certain issuers located in those countries. b) Different markets also have different clearance and settlement procedures. Delays in settlement could result in temporary periods when a portion of the Company s assets is uninvested and no return is earned thereon. The inability of the Company to make intended security purchases due to settlement problems could cause the Company to miss attractive investment opportunities. Inability to dispose of Sub-Fund securities due to settlement problems could result either in losses to the Company due to subsequent declines in value of the Sub-Fund security or, if the Company has entered into a contract to sell the security, could result in possible liability to the purchaser. c) An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, may fluctuate independently of each other. Foreign exchange/currency risk The Company may invest its assets in securities denominated in currencies which will be different from the Company s currency. The Company will be exposed to foreign exchange rate fluctuations with respect to the currencies in which the Company s investments are denominated. The Company may therefore be exposed to a foreign exchange/currency risk and it may not be possible or practicable to hedge against the consequent foreign exchange/currency risk exposure. The performance of investments in securities denominated in a specific currency will also depend on the interest rate environment in the country issuing the currency. Because the Company s net asset value will be calculated in its reference currency, the performance of investments denominated in a non-reference currency will also depend on the strength of such currency against the reference currency and the interest rate environment in the country issuing the currency. Absent other events that could otherwise affect the value of non-reference currency investments (such as a change in the political climate or an issuer s credit quality), appreciation in the value of the non-reference currency generally can be expected to increase the value of the Company s non-reference currency investments in terms of the reference currency. A rise in interest rates or decline in the value of non-reference currencies relative to the reference currency generally can be expected to depress the value of the Company s non-reference currency investments. Use of derivatives The Company may participate in both the on-exchange and OTC derivatives markets to protect the returns from the underlying assets. Derivatives contracts may involve the Company in long term performance or financial commitments, which may be magnified by leverage and changes in the market value of the underlying. Leverage means that the initial consideration for entering the transaction is considerably less than the face value of the subject matter of the contract. If a transaction is leveraged a page 11

13 relatively small market movement will have a proportionately larger impact on the value of the investment to the Fund, and this can work against the Company as well as for it. When participating in the on-exchange and OTC derivatives markets the Company will be exposed to: - market risk, which is the risk of adverse movements in the value of a derivative contract in consequence of changes in the price or value of the underlying; - liquidity risk, which is the risk that a party will be unable to meet its current obligations, and - managerial risk, which is the risk that a party s internal risk management system is inadequate or otherwise may fail to properly control the risks of transacting in derivatives. OTC market participants are exposed to counterparty credit risk. This is a central risk factor in the OTC market, given that, in most instances, each party must rely on the continuing ability of the counterparty to meet its obligations. By contrast, counterparty credit risk can be dealt with in the on-exchange markets through clearing arrangements to transfer counterparty credit risk from the Company to the clearing house. Participants in the OTC market also incur the risk that a counterparty s performance may be legally unenforceable. There can be no assurance that the objective sought to be obtained from the use of the derivatives will be achieved. Credit risk The Company may invest directly or indirectly in bonds or other fixed income related instruments. If an issuer of a bond fails to pay the interest and principal amount on time, the bond could lose up to its entire value. Liquidity risk Some of the assets of the Company may become difficult to sell at a certain time and for a reasonable price. Counterparty risk The counterparty risk is the risk borne by the Company if one of its counterparty does not fulfill its obligations to the Company (e.g. not paying an agreed amount or not delivering securities as agreed). Operational risk The Company bears the risk of loss resulting from e.g. system breakdowns, human errors or from external events. Market risk The value of the Company is influenced by the general situation in world economy, local markets and individual companies. Interest risk The Company may invest in directly or indirectly in bonds or other fixed income related instruments, whose value is affected by changes in the interest rates. Investments in Emerging Markets Investments in certain emerging securities may be subject to greater risks than investments in securities of issuers from member-states of the OECD due to a variety of factors including currency controls and currency exchange fluctuations, changes in governmental administration or economic or monetary policy or changed circumstances in dealings between nations. Dividends paid by issuers may be subject to withholding and other foreign taxes that may decrease the net return on these investments. There may be less publicly available information about foreign issuers in certain emerging countries and such issuers may not be subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those of the Company or most OECD page 12

14 issuers. Emerging markets securities may be also less liquid, more volatile and subject to lower levels of government supervision than those in the OECD. Investment in emerging countries could be affected by other factors not present in the OECD, including expropriation, confiscatory taxation and potential difficulties in enforcing contractual obligations. Investments of the Sub-Fund in such markets may be considered speculative and subject to significant custody and clearance risks and delays in settlement. RISK MANAGEMENT PROCESS The Company employs a risk-management process, which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the Sub-Fund. The risk profile of the Company is monitored taking into account the current value of the underlying assets, the counterparty risk, future market movements and the time available to liquidate the positions. a) Global exposure For the determination of the global exposure, the Company uses the VaR (Value at Risk) methodology, measured with the relative VaR (Value at Risk) approach. In accordance with applicable regulations, the VaR of each Sub-Fund must not be greater than twice the VaR of its reference portfolio. The reference portfolio for the purpose of the relative VaR measurement for SEB OPTIMUS - European Portfolio 70/30 is the following composite benchmark: 70 % FTSE Eurofirst 300, 30 % JPMorgan Government Bond EMU Index. The reference portfolio for the purpose of the relative VaR measurement for SEB OPTIMUS - European Portfolio 30/70 is the following composite benchmark: 30% FTSE Eurofirst 300, 70% JPMorgan Government Bond EMU Index. b) Leverage Leverage will be achieved through the use of financial derivative instruments and the use of collateral in relation to efficient portfolio management transactions (i.e. securities lending or repurchase agreements). The level of leverage is expected to be less than one time of each Sub-Fund s NAV as an average over time. The leverage may however be subject to fluctuations over extended periods of time; therefore the level of leverage may be under or over the expected average. Leverage is measured as the sum of the absolute exposures (often referred to as gross exposure ) of the financial derivative instruments (i.e. the absolute sum of all long and short derivative positions compared to the NAV of the Sub-Fund) and the reinvestment of collateral related to securities lending or repurchase agreement used by each Sub-Fund. The above disclosed expected level of leverage is not intended to be an additional exposure limit for each Sub-Fund. This indication only serves as additional information for the investor. INVESTMENT RESTRICTIONS Unless otherwise provided hereafter, references to the Company in this section should be read as references to a Sub-Fund. Where a UCITS comprises more than one sub-fund, each sub-fund shall be regarded as a separate UCITS for the purposes of this section. ELIGIBLE ASSETS The Company may only invest in page 13

15 Transferable securities and money market instruments, as defined in the Law a) transferable securities and money market instruments admitted to or dealt in on a regulated market within the meaning of the Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments; b) transferable securities and money market instruments dealt in on another market in a Member State which is regulated, operates regularly and is recognised and open to the public; c) transferable securities and money market instruments admitted to official listing on a stock exchange in a non-member State of the EU or dealt in on another market in a non-member State of the EU which is regulated, operates regularly and is recognised and open to the public; d) recently issued transferable securities and money market instruments, provided that: - the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or on another regulated market which operates regularly and is recognised and open to the public; - the admission is secured within one year of issue; Transferable securities and money market instruments mentioned under c) and d) are listed on a stock exchange or dealt in on a regulated market in North America, Central America, South America, Australia (incl. Oceania), Africa, Asia and/or Europe. Units of undertakings for collective investment e) units of UCITS and/or other UCIs within the meaning of Article 1, paragraph (2), points a) and b) of the Directive 2009/65/EC, as may be amended from time to time, whether or not established in a Member State, provided that: - such other UCIs are authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in Community law, and that cooperation between authorities is sufficiently ensured; - the level of protection for unitholders in the other UCIs is equivalent to that provided for unitholders in a UCITS, and, in particular, that the rules on asset segregation, borrowing, lending and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of the Directive 2009/65/EC; - the business of the other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period; - no more than 10% of the net assets of the UCITS or the other UCIs, whose acquisition is contemplated, can, according to their management regulations or instruments of incorporation, be invested in aggregate in units of other UCITS or other UCIs; Deposits with a credit institution f) deposits with a credit institution which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in a Member State or, if the registered office of the credit institution is situated in a third country, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in Community law; Financial derivative instruments g) financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market mentioned above in sub-paragraphs a), b) and c), and/or financial derivative instruments dealt in over-the-counter ( OTC derivatives ), provided that: page 14

16 - the underlying consists of instruments described in sub-paragraphs a) to h), financial indices, interest rates, foreign exchange rates or currencies, in which the Company may invest, in accordance with the investment objectives; - the counterparties to OTC derivative transactions are institutions subject to prudential supervision and belonging to the categories approved by the CSSF; and - the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company's initiative. Where the financial derivative instrument is cash-settled automatically or at the Company s discretion, the Company will be allowed not to hold the specific underlying instrument as cover. As acceptable cover are considered: cash liquid debt instruments with appropriate safeguards 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. Within the limits under g) here above, the Company may make use of all financial derivative instruments authorised by the Law and/or by circulars issued by the CSSF. Money market instruments other than those dealt in on a regulated market h) money market instruments other than those dealt in on a regulated market and which fall under article 1 of the Law, if the issue or the issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and provided that these investments are: - issued or guaranteed by a central, regional or local authority, a central bank of a Member State, the European Central Bank, the EU or the European Investment Bank, a non Member-State or, in the case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong, or - issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs a), b) or c) or - issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by Community law or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by Community law, or - issued by other bodies belonging to the categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least ten million euro (EUR 10,000,000) and which presents and publishes its annual accounts in accordance with the fourth Directive 78/660/EEC, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. The Company may hold cash and cash equivalent on an ancillary basis, in order to maintain liquidity, all in the best interest of the Shareholders. In addition, the Company s assets may be invested in all other Eligible Assets within the scope of legal possibilities and the provisions laid down in the Articles of Incorporation. However, the Company shall not invest more than 10% of its net assets in transferable securities or money market instruments other than those referred to under this section above page 15

17 INVESTMENT RESTRICTIONS APPLICABLE TO ELIGIBLE ASSETS Transferable securities and money market instruments as defined in the Law 1) The Company may invest no more than 10% of its net assets in transferable securities or money market instruments issued by the same body. 2) Moreover, the total value of the transferable securities and money market instruments held by the Company in the issuing bodies in each of which it invests more than 5% of its net assets, shall not exceed 40% of the value of its net assets. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. Notwithstanding the individual limits laid down in point (1), point 8) and point 9) the Company shall not combine, where this would lead to investing more than 20% of its net assets in a single body, any of the following: investments in transferable securities or money market instruments issued by that body, deposits made with that body, or exposures arising from OTC derivative transactions undertaken with that body 3)The limit of 10% laid down in point 1) may be raised to a maximum of 35% if the transferable securities or money market instruments are issued or guaranteed by a Member State, by its public local authorities, by a non-member State or by public international bodies of which one or more Member States belong. 4) The limit of 10% laid down in point 1) may be raised to a maximum of 25% for certain bonds where they are issued by a credit institution whose registered office is situated in a Member State and which is subject by law to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of those bonds must be invested, in conformity with the law, in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in the event of bankruptcy of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest. If the Company invests more than 5% of its net assets in the bonds referred to in this point and issued by a single issuer, the total value of such investments may not exceed 80% of the value of the net assets of the Company. The transferable securities and money market instruments referred to in points 3) and 4) are not included in the calculation of the limit of 40% stated above in point 2). The limits set out in points 1), 2) 3) and 4) shall not be combined; thus investments in transferable securities or money market instruments issued by the same body or in deposits or derivative instruments made with this body carried out in accordance with points 1), 2), 3) and 4) shall not exceed in total 35% of the net assets of the Company. 5) Notwithstanding the above limits, the Company may invest, in accordance with the principle of risk-spreading, up to 100% of its net assets in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, by a member state of the OECD or public international body to which one or more Member States of the EU belong, provided that (i) such securities and money market instruments are part of at least six different issues and (ii) the securities and money market instruments from any single issue do not account for more than 30% of the total net assets of the Company. 6) Without prejudice to the limits laid down here below the limits of 10% laid down in point 1) above is raised to maximum 20% for investment in units and/or debt securities issued by the same body when the aim of the investment policy of the Company is to replicate the composition of a certain stock or debt securities index which is recognised by the CSSF, on the following basis: the composition of the index is sufficiently diversified; the index represents an adequate benchmark for the market to which it refers; page 16

18 the index is published in an appropriate manner. This limit of 20% is raised to 35% where that proves to be justified by exceptional market conditions, in particular in regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. Securities mentioned in point 6) need not to (?) be included in the calculation of the 40% limit mentioned in point 2). Units of undertakings for collective investment 7) The Company may acquire units of UCITS and/or other UCIs referred to under 3.1 e), provided that no more than 20% of its net assets are invested in the units of a single UCITS or other UCI. For the purpose of applying this investment limit, each sub-fund of a UCITS or UCI with multiple subfunds shall be considered as a separate issuer, provided that the principle of segregation of the obligations of the different sub-funds is ensured in relation to third parties. Investments in units of UCIs other than UCITS may not exceed, in aggregate, 30% of the net assets of the Company. When the Company has acquired units of UCITS and/or other UCIs, the assets of the respective UCITS or other UCIs do not have to be combined for the purposes of the limits laid down in this section Investment restrictions applicable to Eligible Assets. When the Company invests in the units of other UCITS and/or other UCIs that are managed, directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge entry or exit charges on account of the Company s investment in the units of such other UCITS and/or other UCIs. Specific rules applicable to 1. Cross Sub-Fund investments Each Sub-Fund may subscribe to, acquire and/or hold Shares of another Sub-Fund ( Target Sub- Fund ) provided that: 1.1. the Target Sub-Fund does not, in turn, invest in the Sub-Fund invested in this Target Sub- Fund; and 1.2 no more than 10% of the net assets of the Target Sub-Fund whose acquisition is contemplated may be, according to its investment policy, invested in aggregate in units of other UCITS and/or UCIs; and 1.3. voting rights, if any, attaching to the relevant securities are suspended for as long as they are held by the concerned Sub-Fund and without prejudice to the appropriate processing in the accounts and periodic reports; and 1.4. in any event, for as long as these securities are held by the Company, their value will not be taken into consideration for the calculation of the net assets of the Company for the purpose of verifying the minimum threshold of the net assets imposed by the Law; and 1.5 there is no duplication of management fee/entry or exit charges between those at the level of the Sub-Fund having invested in the Target Sub-Fund, and this Target Sub-Fund. 2. Master and feeder structures for Sub-Funds By way of derogation to the above and in accordance with the provisions of the Law, the Company may, at its discretion (i) create any Sub-Fund qualifying either as a feeder Sub-Fund or as a master or (ii) convert any existing Sub-Fund into a feeder or a master Sub-Fund. In case applicable, the part of the section investment objective and policy relating to such Sub-Fund will be updated accordingly. page 17

19 Deposits with credit institutions 8) The Company may not invest more than 20% of its net assets in deposits made with the same body. Financial derivative instruments 9) The risk exposure to a counterparty of the Company in an OTC derivative transaction may not exceed 10% of its net assets when the counterparty is a credit institution as mentioned here before, or 5% of its net assets in the other cases. The Company shall ensure that its global exposure relating to derivative instruments does not exceed the total net asset value of its portfolio. The risk exposure is calculated taking into account the current value of the underlying assets, the counterparty risk, future market movements and the time available to liquidate the positions. The global exposure to the underlying assets shall not exceed in aggregate the investment limits laid down under article 43 of the Law. The underlying assets of index based derivative instruments are not combined to the investment limits laid down under sub-paragraphs mentioned here before, under the condition that the index complies with the following criteria: (i) The index is sufficiently diversified. That implies that: - the index should be composed in a way that price movements or trading activities regarding one component do not unduly influence the performance of the whole index; If the index is composed of eligible assets, it should be sufficiently diversified, otherwise its underlying assets have to be combined with the other assets of the Sub-Fund for the monitoring of the restrictions in this section Investment restrictions applicable to Eligible Assets. If the index is composed of non-eligible assets, it should be sufficiently diversified, in case the derivatives on indices are used to track such an index or to gain high exposure in such an index, in order to avoid undue concentration. If derivatives on these indices are used for risk diversification purposes this diversification does not apply provided the exposure on the individual indices complies with the 5/10/40 ratios. (ii) The index represents an adequate benchmark for the market to which it refers. (iii) The index is published in an appropriate manner. 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 above mentioned restrictions. Maximum exposure to a single body 10) The Company may not combine: i) investments in transferable securities or money market instruments issued by a single body and subject to the 10% limit by body mentioned in point 1), and/or ii) deposits made with a single body and subject to the 20% limit mentioned in point 8), and/or iii) a risk exposure to a counterparty of the Company in an OTC derivative transactions undertaken with a single body and subject to the 10% or 5% limits by body mentioned in point 9) in excess of 20% of its net assets. The Company may not combine: page 18