FUND RULES FOR ÖHMAN SWEDEN MICRO CAP

Transcription

1 FUND RULES FOR ÖHMAN SWEDEN MICRO CAP 1. Name of the fund and its legal status The name of the fund is Öhman Sweden Micro Cap (hereinafter the Fund ). The Fund is a UCITS fund pursuant to the Swedish Investment Funds Act (SFS 2004:46) (hereinafter the IFA ). The assets of the Fund are owned jointly by the fund unit holders, and each fund unit confers equal right to the property that makes up the Fund. The Fund may not acquire rights or assume obligations. Instead, it is the Swedish management company in Section 2 that represents the holders of fund units in all matters regarding the Fund. In addition to the provisions of the aforementioned Act, the regulations of Finansinspektionen (the Swedish Financial Supervisory Authority) governing investment funds (2013:9) (hereinafter FFFS 2013:9 ) and these fund rules also apply to the operations of the Fund. 2. Fund manager The Fund is managed by E. Öhman J:or Fonder AB, corporate registration number , hereinafter referred to as the Management Company. 3. Depositary and its duties The depositary for the Fund is Skandinaviska Enskilda Banken AB (publ), corporate registration number The depositary shall conduct business independently of the Management Company and exclusively in the common interests of the unit holders. The depositary shall implement decisions of the Management Company which pertain to the Fund provided these do not contravene the provisions of the IFA or these fund rules. The depositary shall, in addition, take receipt of and hold in custody the property of the Fund and ensure that: a) the sale and redemption of fund units is conducted in accordance with the provisions of the IFA and these fund rules; b) the value of fund units is calculated in accordance with the provisions of the IFA and these fund rules; c) the assets of the Fund are transferred to the depositary without delay; and d) the assets of the Fund are used in accordance with the provisions of the IFA and these fund rules. 4. Characteristics of the Fund The Fund is an equity fund with a focus on small and medium-sized businesses in Sweden and is able, to a limited extent, to invest in other Nordic countries. The objective of the management of the Fund s assets is to achieve sound long-term value growth. 5. The Fund s investment strategy The Fund may invest its assets in transferable securities, money-market instruments, derivatives, fund units and accounts with credit institutions. The Fund s equity investments are focused on small and medium-sized companies, defined as companies that at the time of acquisition have a market capitalisation equivalent to not more than one-half (0.5) percent of the total market capitalisation of all shares listed on Nasdaq OMX Stockholm (the Stock-holm stock exchange). 1

2 The Fund s equity investments should have a Swedish connection through the companies domicile or through listing on a Swedish market place. However, fund assets up to 10 percent of the Fund s net asset value may also be invested in equities with another Nordic connection through the companies domicile or through listing on another Nordic market place. When investing in derivatives the underlying assets shall comprise, or be attributable to, those assets referred to in Chapter 5, Section 12, First Paragraph of the IFA. No more than 10 percent of the Fund s net asset value may be invested in fund units. 6. Market places The Fund s investments in transferrable securities and money market instruments must be: a) admitted to trading on a regulated market in accordance with Chapter 5, Section 3 of the IFA or an equivalent market outside the EEA; or b) subject to regular trading on any other market that is regulated and open to the public. The Fund's investments in derivatives shall be subject to trading on a regulated market in accordance with Chapter 5, Section 3 of the IFA. Fund assets may also be invested in transferable securities that within one year of issue of the particular security are intended to be traded on such markets listed in the first paragraph of this Section 6 and in unlisted transferable securities and money market instruments and OTC derivatives in accordance with what is stated in Section 7 below. 7. Special investment strategy for the Fund a) Transferable securities and money market instruments Fund assets may be invested in such transferable securities and money market instruments referred to in Chapter 5, Section 5 of the IFA (unlisted securities), but to no more than 10 percent of the Fund s net asset value. b) Use of derivatives The management of the Fund may use derivatives for efficient management, in order to: i) reduce the costs and risks in the management, or ii) increase returns by creating leverage in the Fund. c) OTC derivatives The Management Company may on behalf of the Fund enter into derivatives contracts directly with a counterparty, known as OTC derivatives, according to the provisions of Chapter 5, Section 12, Second Paragraph of the IFA. d) Other management techniques and instruments The management of the Fund may also use such techniques and instruments, in addition to derivatives, as referred to in Chapter 25, Section 21 FFFS 2013:9 to create leverage in the Fund. 8. Valuation The net asset value of the Fund is calculated each banking day (hereinafter the Valuation Date ). The net asset value of the Fund is calculated by deducting from the Fund s assets those liabilities related to the Fund, taking into account any estimated latent tax liability. The net asset value per fund unit is calculated by dividing the net asset value of the Fund by the number of outstanding fund units. Financial instruments included in the Fund are valued based on current market value, i.e. last known price paid at the time of valuation. If no such value is available, valuation is made at the last known bid 2

3 price at the time of valuation. If no such value is available either, the financial instrument may be reported at a value determined by the Management Company on an objective basis. For such transferable securities and money market instruments referred to in Chapter 5, Section 5 of the IFA, a market value is established on an objective basis using a special valuation. The basis for this special valuation includes the following factors in appropriate order: a) market prices from a non-regulated market, independent broker or other independent source, b) discounted cash flows (net present value), c) other financial instruments or indexes admitted to trading, adjusted for differences in, for example, credit risk and liquidity (reference valuation), d) volatility in the financial instrument; and/or e) share of equity (financial statement valuation). OTC derivatives are valued using generally accepted valuation models such as Black & Scholes and Black 76, or at a valuation provided by an independent party. 9. Sales and redemptions of fund units 9.1 Sales and redemptions of fund units Sales (purchases by investors) of fund units and redemptions of fund units take place at the Management Company at the prices that the Management Company has calculated for the Valuation Date in accordance with Section 9.2 below. The Fund is open for sales and redemptions of fund units on each Valuation Date, except for those occasions when the Fund is closed because of such extraordinary circumstances regulated in Section 10 below. The Management Company also has the right to close the Fund for sales and redemptions if more than 10 percent of the Fund's assets are invested in a market that is not open for trading on the relevant Valuation Date. Furthermore, the Management Company has the right to postpone redemptions of fund units if it is necessary to acquire cash through the sale of assets of the Fund. Investors' orders for the purchase and redemption of fund units received by the Management Company on a date when the Fund is open for sales and redemptions of fund units are executed on the same date, provided the order is received before the cut-off time specified in the prospectus and other terms and conditions for sales and redemptions are fulfilled. At the cut-off time the Management Company has not yet calculated that day s net asset value, which means that all sales and redemptions of fund units take place at prices that are unknown to the investor at the time the order is submitted. Orders for the purchase or redemption of fund units may not be limited. The Management Company executes the investor's purchase by issuing fund units in the form of registration in the Fund's unit holder register. The Management Company s registration of the unit holding is crucial to the investor's right to units in the Fund and consequential rights. The Management Company issues fund units only if the investor has: i) provided a complete purchase order using the forms provided or approved by the Management Company; ii) provided the Fund with full payment for the units before the above cut-off time or, after approval of the Management Company, has otherwise made payment for the fund units; and iii) otherwise at the Management Company s request and in the manner prescribed by the Management Company provided in writing any additional information required by the Management Company to be able to fulfil the obligations incumbent upon or imposed on the Management Company according to Swedish or foreign law, ordinance, regulation or regulatory decision (such as obligations relating to customer identification and delivery of control data to tax authorities, etc.). Purchase orders must be provided in writing and be signed by the investor. The minimum amount for the purchase of fund units is SEK 200. The Management Company executes the fund unit holder s order for redemption only if the unit holder has provided a complete redemption order using the forms provided by or approved by the Management Company. Redemption orders must be provided in writing and be signed by the unit holder. Requests for redemption may be withdrawn only with the consent of the Management Company. The Management Company has the right to postpone redemption of fund units or payment of proceeds for redemptions if the fund unit holder has not at the Management Company s request and in the manner prescribed by the Management Company provided in writing any information required by the Man- 3

4 agement Company to be able to fulfil the obligations incumbent upon or imposed on the Management Company according to Swedish or foreign law, ordinance, regulation or regulatory decision (such as obligations relating to customer identification and delivery of control data to tax authorities, etc.). The Management Company furthermore has the right to restrict payment of the proceeds from redeemed fund units to a bank account belonging to the fund unit holder. The fund unit holder shall ensure that the Management Company is able to verify with the unit holder s bank that the bank account belongs to the unit holder. However, the Management Company is not obliged to verify that the bank account belongs to the unit holder, and the unit holder is always responsible for the instructions provided to the Management Company by the unit holder for the payment of proceeds from redeemed fund units. 9.2 Fund unit price The selling price for fund units shall be the fund s net asset value for units on the date the sale is executed. The redemption price for fund units shall be the fund s net asset value for units on the date the redemption is executed. Current information on the selling and redemption prices for fund units is provided on the Management Company s website as soon as these are calculated by the Management Company. 10. Closure of the Fund in extraordinary circumstances The Management Company has the right to close the Fund to sales and redemptions of fund units if there exist such extraordinary circumstances whereby a valuation of the Fund's assets cannot be made in a manner that assures the equal rights of the fund unit holders. 11. Charges From the Fund s assets the Management Company may deduct charges for the management of the Fund amounting to a maximum of 1.50 percent per year of the net asset value of the Fund. In addition to payment for the Management Company s administration, the charges include costs for storage, supervision and auditing. Payment to the Management Company is calculated continuously and is based on the value of the Fund on each Valuation Date and is paid out after the end of each calendar month. Brokerage fees and other transaction costs attributable to the Fund s purchases and sales of financial instruments, taxes attributable to the Fund s activities and other costs necessary to preserve the common interests of unit holders are also charged to the Fund. VAT will be added where relevant and in accordance with legislation applicable at any time. 12. Dividends The Fund pays no dividends. 13. Financial year The financial year for the Fund is the period January 1 December Half-year reporting and annual reporting, and changes to fund rules 14.1 Annual and half-yearly reports The Management Company shall prepare annual and half-yearly reports for the Fund. The annual report shall be published not later than four months after the expiration of the financial year and the half-yearly report not later than two months after the expiration of the half-year period. The half-yearly report and the annual report shall be sent free of charge on request to unit holders in the Fund. The half-yearly report and the annual report shall be made available at the offices of the Management Company and depositary following publication. 4

5 14.2. Changes to fund rules Decisions to change the fund rules are made by the board of directors of the Management Company. Once such decision has been approved by Finansinspektionen, it shall be made available at the Management Company and published in the manner determined by Finansinspektionen. 15. Pledging and transfer The Management Company must be notified in writing of the pledging of fund units for which the pledging party is registered in the register of fund unit holders. The notice shall set forth the identity of the unit holder, the pledge holder, which fund units are included in the pledge and any restrictions on the scope of the pledge. The Management Company shall register the pledge in the register of unit holders. The pledge holder must inform the Management Company in writing when the pledge has expired. Unit holders are permitted to transfer their fund units. The transferring party shall inform the Management Company in writing of the transfer, stating the identity of the transferring party and the recipient, and the fund units included in the transfer. The recipient of the fund units is required to provide the Management Company with information under the terms and conditions that apply to an investor s purchase of fund units under Section 9.1 above. The Management Company charges a fee not exceeding SEK 1,000 for the processing of pledges and of transfers. 16. Limitation of liability Neither the Management Company nor the depositary shall be liable for damage arising as a consequence of Swedish or foreign legislation, acts of Swedish or foreign governmental authorities, acts of war, interruption in data communication, strikes, blockades, boycotts, lockouts, or other similar circumstances. The reservation with respect to strikes, blockades, boycotts, and lockouts shall apply notwithstanding that the Management Company or depositary is the subject of, or executes, such measure. Nor shall the Management Company or depositary be liable for damage under other circumstances where these have exercised normal care. Neither the Management Company nor the depositary shall be liable for indirect damage under any circumstances, unless such indirect damage is caused by the Management Company or the depositary being grossly negligent. However, the Management Company or depositary may be held liable if the fund unit holder has suffered damage through the Management Company or the depositary being in contravention of the IFA or these fund rules. Neither the Management Company nor the depositary shall be liable for damage caused by a Swedish or foreign exchange or other market place, custodian bank, central securities depositary, clearing organisation, or others that provide equivalent services, or other party retained by the Management Company or depositary in the exercise of due care. The same shall apply to damage caused by the above organisations or retained parties becoming insolvent. The Management Company and the depositary shall not be liable for any damages incurred as a result of restriction of disposal that that may be applied against the Fund, the Management Company or the depositary in respect of the Fund s property. Should the Management Company or depositary be prevented in whole or in part from taking measures on account of circumstances stated above, the said measures may be postponed until the obstacle has been removed. In the event of delayed payment the Management Company or depositary shall not be liable to pay interest. 5

6 The above limitations of liability do not affect the unit holder s rights to compensation under Chapter 2, Section 21 of the IFA. 17. Obligation to provide information Fund unit holders shall at the request of the Management Company provide the Management Company with all such information required by the Management Company to be able to fulfil the obligations incumbent upon or imposed on the Management Company according to Swedish or foreign law, ordinance, regulation or regulatory decision (such as obligations relating to customer identification and delivery of control data to tax authorities, etc.). If the unit holder does not provide the Management Company with such information as referred to in the preceding paragraph, the Management Company may redeem the unit holder s units in the Fund. Such redemption may take place even against the wishes of the unit holder, and in the event the Management Company is unable to obtain information from the unit holder due to the unit holder being unavailable at the address provided by the unit holder to the Management Company or, for unit holders resident in Sweden, at the address at which the unit holder is registered in the public population register, register of companies, etc. 18. Permitted investors The fact that the Fund is intended for the general public does not mean that it is directed at investors whose purchase of units in the Fund or other participation in the Fund would be in contravention of the provisions of Swedish or foreign law or regulations. Nor is the Fund directed to investors whose purchase or holding of units in the Fund would result in the Fund or the Management Company being obliged to take registration action or other action that the Fund or the Management Company would not otherwise be required to take. The Management Company is entitled to refuse sales to such investors referred to above in this paragraph. The Management Company may redeem the holder's units in the Fund, even against the wishes of the unit holder, if it should prove that a unit holder has subscribed for units in the Fund in contravention of the provisions of Swedish or foreign law, ordinance, regulation or the decisions of authorities, or if the Management Company, as a consequence of the unit holder s purchase or holdings in the Fund, would be obliged to take registration action or other action for the Fund or the Management Company that the Fund or the Management Company would not otherwise be required to take if the unit holder did not hold units in the Fund. Redemption in accordance with the preceding paragraph shall be executed immediately. The provisions on payment of proceeds for redeemed fund units pursuant to Section 9.1 above shall be applicable even in the case of redemption pursuant to this Section 18. Adopted by the Board of Directors of Öhman Fonder on August 27,