SEB EuropaRent Spezial

Transcription

1 Issue Document SEB EuropaRent Spezial A Luxembourg investment fund structured as a FCP-SIF ("Fonds Commun de placement" "Specialised Investment Fund") in accordance with the law of 13 February 2007 on specialised investment funds (the "2007 Law") and qualifies as alternative investment fund ( AIF ) in accordance with the law of 12 July 2013 on alternative investment funds managers, as may be amended (the 2013 ) July

2 Table of Contents Issue Document... 3 GENERAL INFORMATION IN RELATION TO THE FUND... 5 Section I Structure of the Fund... 5 General Information... 5 Restriction on the Issue of Units... 5 Section III Risk and Liquidity Management... 7 Section IV General Risk Considerations... 9 Section V Management, Governance and Administration The Management Regulations The AIFM and Management Company The Portfolio Manager The Depositary The Central Administration The Auditor Investors rights against service providers Procedure for amending the Issue Document Section VI Anti-Money Laundering Procedures Section VII - Late Trading and Market Timing Section VIII General Description of the Units of the Fund Section IX Determination of the Net Asset Value per Unit Section X Distribution Policy Section XI Costs, Fees and Expenses Section XII Taxation Section XIII General Information General Legal Considerations Information to Unitholders Section XIV Duration of the Fund - Liquidation and merger with another fund Duration of the Fund Liquidation of the Fund Section XV Regulatory Disclosure Section XVI Documents Available

3 Issue Document Management and Administration AIFM and Management Company: SEB Asset Management S.A. 4, rue Peternelchen 2370 Howald, Luxembourg Board of Directors of SEB Asset Management S.A.: Chairman: Peter Kubicki Managing Director Skandinaviska Enskilda Banken S.A Luxembourg Members: Ralf Ferner Managing Director SEB Asset Management S.A. Luxembourg Marie Winberg Global Head of Product Management SEB Investment Management AB Stockholm Alexander Klein Managing Director SEB Investment GmbH Frankfurt Elisabeth Sterner Head of Global Product & Distribution Strategy SEB Wealth Management Stockholm Managing Directors: Ralf Ferner Matthias Müller Loïc Guillermet Depositary: Skandinaviska Enskilda Banken S.A 4, rue Peternelchen 2370 Howald, Luxembourg - 3 -

4 Portfolio Manager: SEB Investment Management AB Sveavägen Stockholm, Sweden Central Administration (including the functions of administration, registrar and transfer agent) and Paying Agent: The Bank of New York Mellon (Luxembourg) S.A. 2-4, rue Eugène Ruppert 2453 Luxembourg Approved Statutory Auditor of the Fund and SEB Asset Management S.A. (hereinafter the Auditor ): PricewaterhouseCoopers, Société Coopérative 400, route d Esch L-1014 Luxembourg - 4 -

5 GENERAL INFORMATION IN RELATION TO THE FUND Section I Structure of the Fund General Information SEB EuropaRent Spezial (the Fund )is organised as a common mutual investment fund (fonds commun de placement) and was set up on 28 October Since 13 February 2007, the Fund has been subject to the provisions of the law of 13 February 2007 on specialised investment funds, as amended (hereinafter the "2007 Law"). The Fund also qualifies as an alternative investment fund ( AIF ) within the meaning of the law of 12 July 2013 on alternative investment fund managers, as may be amended (the 2013 Law ). The Fund is managed by SEB Asset Management S.A., a management company governed by Chapter 15 of the Luxembourg law dated 17 December 2010 on undertakings for collective investment, as amended (the " 2010 Law"). The management company also acts as alternative investment fund manager (the AIFM ) in accordance with the provisions of Chapter 2 of the 2013 Law. SEB Asset Management S.A. was incorporated on 15 July The articles of incorporation were published in Mémorial C on 16 August The latest amendment to the articles of incorporation on 1 July 2014 was published on 21 July The investment policy, restrictions on investment as well as other contractual relations between SEB Asset Management S.A., the Depositary and the Unitholders shall be defined by the Management. The Management Regulations were deposited with the Luxembourg Trade and Companies Register. The relating notice was published on 5 September 2014 in Mémorial C. Restriction on the Issue of Units The Fund has not been and will not be registered under the United States Investment Company Act of 1940 as amended (the "Investment Company Act"). The units of the Fund have not been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities Act") or under the securities laws of any state of the US and such units may be offered, sold or otherwise transferred only in compliance with the Securities Act of 1933 and such state or other securities laws. The units of the Fund may not be offered or sold within the US or to or for the account, of any US Person. For these purposes, US Person is as defined in Rule 902 of Regulation S under the Securities Act. Rule 902 of Regulation S under the Securities Act defines US Person to include inter alia any natural person resident of the United States and with regards to investors other than individuals, (i) a corporation or partnership organised or incorporated under the laws of the US or any state thereof; (ii) a trust (a) of which any trustee is a US Person except if such trustee is a professional fiduciary and a co-trustee who is not a US Person has sole or shared investment discretion with regard to trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person or (b) where a court is able to exercise primary jurisdiction over the trust and one or more US fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to US tax on its worldwide income from all sources; or (b) for which any US Person is executor or administrator except if an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with regard to the assets of the estate and the estate is governed by foreign law. The term "US Person" also means any entity organised principally for passive investment (such as a commodity pool, Investment Company or other similar entity) that was formed: - 5 -

6 (a) for the purpose of facilitating investment by a US Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations promulgated by the United States Commodity Futures Trading Commission by virtue of its participants being non-us Persons or (b) by US Persons principally for the purpose of investing in securities not registered under the Securities Act, unless it is formed and owned by "accredited investors" (as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts. Applicants for the subscription to units will be required to certify that they are not US Persons and might be requested to prove that they are not Prohibited Persons. Unitholders are required to notify the Registrar and Transfer Agent 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 determine their status as non US Persons and as non-prohibited Persons. SEB Asset Management S.A. may refuse to issue units to Prohibited Persons or to register any transfer of units to any Prohibited Person. Moreover SEB Asset Management S.A. may at any time forcibly redeem/repurchase the units held by a Prohibited Person. SEB Asset Management S.A. 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 existing unitholders as an entirety, to protect SEB Asset Management S.A., to protect the Fund, in the interests of the investment policy or in the case of endangering specific investment objectives of the Fund. Section II Investment Policy and Restrictions I. Investment Policy The objective of the Fund is to achieve capital appreciation through a steady growth, by investing in the below types of securities, and while preserving the value of the assets. - Money market instruments or equivalent, denominated in Eligible Currencies, as defined below - Listed government bonds issued by a European State, as defined below - Supranational bonds covered by a European State - Listed corporate bonds from issuers based in a European State. European States shall mean any member state of the European Union, any signatory state to the Treaty on the European Economic Area and Switzerland. The Fund currency is EUR. Eligible currencies are any currencies used within the European Union, the European Economic Area and the Swiss franc. Any investment in any other currency than the Fund currency will be hedged to mitigate the currency risk. II. General Investment Limits The following general investment limits apply to investments in the Fund: 1. The Fund may invest no more than 10% of its net assets in non-listed securities or money-market instruments issued by the same issuer. The investment limits specified above do not apply to bonds and money-market instruments issued or guaranteed by international bodies or government agencies, or any European States, as defined above, or to transferable securities and money-market instruments issued or guaranteed by any European Union agreement. 2. The Fund may invest no more than 30% of its net assets in bonds issued by one credit institution - 6 -

7 domiciled in a European State, as defined above, subject to special prudential supervision from the local financial supervisory authorities. 3. Up to 49% of the net assets of the Fund may be invested in cash deposits or equivalent in credit institutions, with the limit of 30% per body, domiciled in a European State, as defined above, and subject to special prudential supervision from the local supervisory authorities. 4. The Fund may not invest in units of any undertakings for collective investment. 5. Borrowing is not permitted. III. Techniques and Instruments 1. Derivatives The Fund may invest in derivatives solely for hedging purpose and preserving the best interest of the investors. To achieve the investments objective in accordance with the aforementioned investment limits, the Fund may use exclusively the basic form of the below listed derivatives: a) Future contracts on listed financial indices, fixed income or foreign exchange future contracts; b) Options or warrants contracts on listed financial indices, fixed income or foreign exchange option contracts; c) Interest rate swaps, cross-currency swaps, or credit default swaps; d) Swaptions It is not permitted to enter into forward, options or warrants contracts on promissory note loans neither into credit default swaps on promissory note loans. 2. Securities Lending The AIFM may lend securities to external counterparties (the Borrowers) on behalf of the Fund, for a maximum of 30 days, in exchange of a fee in line with prevailing market rates and following the remittance of sufficient collateral. The market value of lent securities cannot exceed 10% of the total net assets value of the Fund at any Business day. The Borrowers shall deliver the Fund with sufficient collateral to cover the market value of lent securities. 3. Currency Hedging Assets acquired in any Eligible currencies which differ from the Fund s currency should be hedged using hedging instruments such as currency forwards, on a best effort basis. Section III Risk and Liquidity Management The AIFM has established and maintains a permanent risk management function that implements effective risk management policies and procedures in order to identify, measure, manage and monitor on an ongoing basis all risks relevant to the Fund s investment strategy including in particular market, credit, liquidity, counterparty, operational and all other relevant risks. Furthermore, the risk management process ensures an independent review of the valuation policies and procedures as per Article 70 (3) of Commission delegated Regulation (EU) N 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision ( AIFM Regulation ). The risk profile of the Fund shall correspond to its size, portfolio structure and investment strategy

8 The AIFM applies a comprehensive process based on qualitative and quantitative risk measures to assess the Funds risks. It thereby differentiates between funds investing mostly in liquid or sufficiently liquid securities and derivatives ("Liquid funds") and Funds mainly investing in illiquid assets such as real estate and private equity ("Illiquid funds"). Liquid funds are subject to the standard risk management setup of the AIFM, entailing standard monitoring process which consists of pre-defined monitoring items and cycles. Illiquid funds are typically subject to a dedicated risk management setup entailing the establishment of a dedicated monitoring map, enhanced pretrade due diligence and a customized monitoring process which consists of dedicated monitoring items and cycles aligned with the Fund s requirements. As part of its investment policy, the Fund may invest in financial derivative instruments, provided that the exposure to the underlying assets does not exceed in aggregate the investment limits laid down in the fund s investment policy. The global exposure of the funds will be calculated either through (i) the value-at-risk (VaR) methodology or through (ii) the commitment methodology taking into account the current value of the underlying assets, the counterparty risk, future market movements and the time available to liquidate the positions or through (iii) other advanced risk measurement methodologies as may be appropriate. The Value-at-Risk methodology provides a measure for the potential loss that could arise over a given time interval under normal market conditions, and at a given confidence level. According to the commitment methodology, financial derivative instruments are converted into equivalent positions in the underlying assets while taking into consideration any netting and hedging effects. In addition, the commitment methodology considers any other arrangements that are likely to generate incremental exposure to the AIF. Such other arrangements may include, but are not limited to, reinvestment of borrowings, repurchase agreements or securities lending. The risk management of the AIFM supervises compliance of these provisions in accordance with the requirements of applicable circulars or regulation issued by the CSSF or any other European authority authorized to issue related regulation or technical standards. Leverage The maximum level of leverage which the AIFM is entitled to employ on behalf of the Sub-Fund is 200% in accordance with the commitment method and 200% in accordance with the gross method of the total assets. Leveraging Risk The Fund may maintain net open positions in securities, currencies or financial instruments with an aggregate value in excess of the Fund s Net Asset Value (leverage). The leverage factor and its calculation method are specified above. Such leverage presents the potential for significant profits but also entails a high degree of risk including the risk that losses in excess of the amount invested will be sustained. Even where the Fund is not leveraged, certain transactions may give rise to a form of leverage if the Fund may borrow funds and/or employ financial instruments and techniques with an embedded leverage effect. The consequence of the leverage effect is that the value of the Fund's assets increases faster if capital gains arising from investments financed through leverage exceed the related costs, notably the interest borrowed monies and premiums payable on derivative instruments. A fall in prices, however, causes a faster decrease in the value of the Fund's assets. Liquidity Management The AIFM employs appropriate liquidity management methods and adopts procedures which enable it to monitor the liquidity risk of the Fund. The AIFM ensures that, for each Fund it manages, the investment and financing strategy, the liquidity profile and the redemption policy are consistent. As further specified in Section VIII Redemption of Units, the Fund may apply tools and arrangements necessary to handle illiquid assets - 8 -

9 (such as gates). Section IV General Risk Considerations An investment in the Fund involves certain risks relating to the Fund s particular structure and investment objective, which investors should evaluate before making a decision to invest in the Fund. The investments of the Fund are subject to market fluctuations and to the risks inherent in all investments; accordingly, no assurance can be given that the investment objective will be achieved. Investors should make their own independent evaluation of the financial, market, legal, regulatory, credit, tax and accounting risks and consequences involved in investment in the Fund and its suitability for their own purposes. In evaluating the merits and suitability of an investment, careful consideration should be given to all of the risks attached to investing in the Fund. The following is a brief description of certain factors which should be considered along with other matters discussed elsewhere in this Issue Document. The following however, does not purport to be a comprehensive summary of all the risks associated with investments in the Fund. An investment in Units in the Fund carries substantial risk and is suitable only for investors who accept the risks, can assume the risk of losing their entire investment and who understand that there is no recourse other than to the assets of the Fund. Issuers: The ability of some issuers to repay principal and interest may be uncertain and there is no assurance that any particular issuer(s) will not default. Investment in Debt Securities/Fixed Income Securities: Debt securities are subject to the risk of an issuer s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. Investments in debt securities may include investments in debt securities paying principal or interest, the amount of which is determined by reference to equity indices, variation of currency exchange rates, variation or differences between interest rates, insurance losses, credit risk, etc. and may therefore be subject to a higher volatility or risk other than interest rate risk. The Net Asset Value of the units of the Fund invested in fixed income securities may change in response to fluctuations in interest rates and currency exchange rates. Unrated securities: Unrated securities are subject to the increased risk of an issuer's ability to meet principal and interest obligations. These securities may be subject to greater price volatility due to factors such as specific corporate developments and interest rate sensitivity. Investments in unrated corporate securities normally have a higher risk than investments in governmental or bank debt. Attention should be drawn to the fact that the Net Asset Value per Unit can go down as well as up. No guarantee as to future performance of or future return from the Fund can be given. An investment in Units carries substantial risk and is suitable only for investors who can assume the risk of losing their entire investment and who understand that there is no recourse other than to the assets of the Fund. Derivatives: Derivatives is a generic name for instruments getting their return from underlying assets. The - 9 -

10 instruments are agreements on the purchase or sale of the underlying assets on a future date at a pre-set price. The return of the agreement 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 have an expiry date. 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. OTC transactions: The Fund may engage in over-the-counter transactions with banks or brokers acting as a counterpart. Participants to such markets are not protected against defaulting counterparts in their transactions because such contracts are not guaranteed by a clearing house. Section V Management, Governance and Administration 1. The Management Regulations The rights and obligations of the Unitholders of the Fund, SEB Asset Management S.A. and the Depositary are determined by the Management Regulations, which are governed by the laws of Luxembourg. The text of the Management Regulations is also available for inspection at the office of SEB Asset Management S.A. A summary of certain rights of the Unitholders is contained in this Issue Document in sub-section 6. hereof. Article 13 of the Management Regulations contains provisions relating to the amendment of the Management Regulations. 2. The AIFM and Management Company SEB Asset Management S.A., authorised as a management company under the provisions of Chapter 15 of the 2010 Law and as an AIFM in accordance with Chapter 2 of the 2013 Law, was incorporated on 15 July 1988 as a public limited company (société anonyme) under the laws of Luxembourg and its duration is unlimited. It has its registered office at 4, rue Peternelchen, L-2370 Howald. The subscribed and paid-in capital of SEB Asset Management S.A. is EUR 2,000,000. The last amendment of the Management Company s Articles of Incorporation has been published in the Mémorial C on 21 July In order to cover potential liability risks resulting from professional negligence, the AIFM holds appropriate additional own funds in accordance with the provisions of the 2013 Law. SEB Asset Management S.A. also manages other undertakings for collective investment including alternative investment funds. Pursuant to the Management Regulations, the AIFM has the exclusive right to manage the Fund for the account and in the exclusive interest of the Unitholders. The AIFM has responsibility for managing the Fund in accordance with the Issue Document and the Management Regulations, Luxembourg law and other relevant legal requirements. The AIFM pursuing itself investment management activities in relation to the Fund is also responsible for implementing the Fund s investment strategy subject to the risk diversification rules and investment restrictions set out in this Issue Document as well as Article 4 of the Management Regulations. The Management Regulations require the AIFM or its delegate, in case applicable, to manage the Fund with the same degree of care as would be expected of an absolute owner having particular regard to the quality and

11 financial standing of the customers. The AIFM may from time to time, under its own responsibility, appoint one or several investment advisors respectively an investment committee to advise it in relation to the management of the assets of the Fund. The appointment of one or more investment advisors will not lead to an increase of expenses for the Fund. In case of the appointment of any such investment advisors by the AIFM, it shall exercise reasonable care in the selection and supervision of the relevant investment advisors. The AIFM is also responsible for selecting, if applicable, the Central Administration, the Depositary, the Paying Agent, the Registrar and Transfer Agent and any other agents/service providers. The AIFM shall be liable for the acts or omissions of its directors, the Portfolio Manager and any other agents it shall appoint to perform the AIFM functions under the Management Regulations as if such acts or omissions were those of the AIFM. Pursuant to Article 2 of the Management Regulations, the AIFM. may, under its own responsibility, control and coordination, transfer some of its tasks to third parties for the purpose of efficient management. Any transfer of the task, as applicable, is described hereafter. SEB Asset Management S.A. will be paid, for its services as AIFM and Management Company, out of the Fund s net assets, a fee at such frequency and at such rate as determined in Section XII of this Issue Document. In accordance with Annex I of the 2013 Law, the AIFM performs investment management activities (i.e. portfolio and risk management). In addition, the AIFM performs administrative duties (including in particular valuation and pricing, the maintenance of the Unitholders register and the issue and redemption of units), marketing and other activities related to the assets of the Fund, if applicable. the AIFM s rights and duties are governed by the 2013 Law. In accordance with Part II of the 2007 Law as well as the 2013 Law and following approval by the Luxembourg supervisory authority (Commission de Surveillance du Secteur Financier, CSSF ), the AIFM, delegated the aforementioned as follows: The central administration duties will be performed by The Bank of New York Mellon (Luxembourg) S.A. ( Central Administration ). The portfolio management will be performed by SEB Investment Management AB. The distribution of the Fund s units (the Units ) shall be performed by Skandinaviska Enskilda Banken AB (publ). 3. The Portfolio Manager SEB Investment Management AB has been appointed as Portfolio Manager of the Fund pursuant to a portfolio management agreement (the "Portfolio Management Agreement") entered into between the AIFM and SEB Investment Management AB. SEB Investment Management AB is a portfolio manager established under the laws of the Kingdom of Sweden and supervised by the Swedish Financial Authority ( Finansinspektionen ). The main business of SEB Investment Management AB is to provide discretionary portfolio management services and it acts as portfolio manager for a number of companies and investment funds. Pursuant to the terms of the Portfolio Management Agreement, the AIFM has delegated to the Portfolio Manager the portfolio management functions in relation to the Fund, under its supervision and responsibility. The Portfolio Manager may from time to time, under its own responsibility, appoint one or several investment

12 advisors respectively an investment committee to advise it in relation to the management of the assets of the Fund. The appointment of one or more investment advisors will not lead to an increase of expenses for the Fund. In case of the appointment of any such investment advisors by the Portfolio Manager, the Portfolio Manager shall exercise reasonable care in the selection and supervision of the relevant investment advisors. 4. The Depositary Skandinaviska Enskilda Banken S.A. has been appointed as Depositary of the Fund s assets which will be held either directly or through other financial institutions such as correspondents, nominees, agents or delegates of the Depositary. Skandinaviska Enskilda Banken S.A. is a bank incorporated as a société anonyme under the laws of Luxembourg on 30 March 1973 for an unlimited duration. The relationship between the Fund and the Depositary is subject to the terms and conditions of a depositary agreement. The Fund and the Depositary may terminate this agreement upon three (3) months prior written notice. The Depositary shall assume its duties and responsibilities and render custodial and other services in accordance with the 2013 Law and the Depositary Agreement entered into with the AIFM Pursuant to this agreement, the Depositary has been entrusted with the safe-keeping of the Fund s assets and shall ensure an effective and proper monitoring of the Fund s cash flows. In addition, the Depositary shall also ensure that: (i) (ii) (iii) (iv) (v) The sale, issue, re-purchase, redemption and cancellation of the units are carried out in accordance with the Luxembourg law, the Management Regulations and this Issue Document; the value of Units are calculated in accordance with Luxembourg law, the Management Regulations, this Issue Document and the procedures laid down in the 2013 Law; the instructions of the AIFM are carried out, unless they conflict with applicable Luxembourg law, the Management regulations and/or this Issue Document; in transactions involving the Fund s assets any consideration is remitted to the Fund within the usual time limits; the Fund s incomes are applied in accordance with Luxembourg law, the Management Regulations and this Issue Document. In accordance with the provisions of the Depositary Agreement and the 2013 Law, the Depositary may, subject to certain conditions and in order to effectively conduct its duties, delegate part or all of its safe-keeping duties to one or more sub-custodian(s) appointed by the Depositary from time to time. However, the Depositary will ensure that such assets are held in such a manner that it is readily apparent from the books and records of such sub-custodian(s) that they are segregated from the Depositary s own assets and/or assets belonging to the sub-custodian(s). When selecting and appointing a sub-custodian, the Depositary shall exercise all due skill, care and diligence as required by the 2013 Law to ensure that it entrusts the Fund s assets only to a sub-custodian who may provide an adequate standard of protection. The Depositary s liability as described below shall not be affected by any such delegation. A list of sub-custodian(s) is available upon request at the registered office of the AIFM, if applicable. The Depositary is liable to the Fund or its investors for the loss of a financial instruments held in custody by the Depositary or a sub-custodian pursuant to the provisions of the 2013 Law. The Depositary is also liable to the Fund or its investors for all other losses suffered by them as a result of the Depositary s negligent or intentional failure to properly fulfil its duties in accordance with the 2013 Law. However, where the event which led to the loss of a financial instrument is not the result of the Depositary s own act or omission (or that of its subdepositary), the Depositary is discharged of its liability for the loss of a financial instrument where the Depositary can prove that, in accordance with the conditions as set out in the 2013 Law, the Depositary could not have reasonably prevented the occurrence of the event which led to the loss despite adopting all

13 precautions incumbent on a diligent depositary as reflected in common industry practice and despite rigorous and comprehensive due diligence. Each of the Depositary or the AIFM may terminate the appointment of the Depositary at any time upon three months prior written notice delivered by either party to the other, provided, however, that any termination by the AIFM is subject to the condition that a successor depositary assumes, within two months, the responsibilities and the functions of the Depositary under the Management Regulations and provided, further, that the duties of the Depositary shall, in the event of a termination by the AIFM continue thereafter for such period as may be necessary to allow for the transfer of all assets of the Fund to the successor depositary. 5. The Central Administration The AIFM has delegated all administrative duties related to the administration of the Fund, including the issue, redemption and transfer of Units, calculation of the Units Net Asset Value, accounting and maintenance of the register of Unitholders to The Bank of New York Mellon (Luxembourg) S.A., a company incorporated in Luxembourg as a société anonyme on 15 December 1998 an indirect wholly-owned subsidiary of The Bank of New York Mellon Corporation. It is registered with the Luxembourg Trade and Companies Register under Corporate Identity Number B The Central Administration may sub-delegate under the control and responsibility of the AIFM a part or all of its duties to one or more third parties. The Bank of New York Mellon (Luxembourg) S.A. may, subject to the approval of the Board of Directors of the AIFM. and the subsequent update of the Issue Document, as required, sub-delegate parts of its functions to entities all in accordance with Luxembourg laws and regulations. 6. The Auditor The accounts of the Fund are audited by an independent authorised auditor. This task has been entrusted to PricewaterhouseCoopers, société cooperative, 400, route d Esch, L-1471 Luxembourg (the Auditor ). The Auditor must carry out the duties provided by the 2010 Law and by the 2013 Law. In this context, the main mission of the Auditor is to audit the accounting information given in the annual report. The Auditor is also subject to certain reporting duties vis-à-vis the regulators as more fully described in the 2007 Law and in the 2013 Law. 7. Investors rights against service providers Unitholders shall not have any direct contractual rights against the Portfolio Manager, the Depositary, the AIFM, the Sub-Administrator and the Auditor or any other third party service providers who have entered or will enter, from time to time, into a contractual relationship with the Fund or the AIFM. In accordance with the 2007 Law and the 2013 Law, liability of the Depositary to Unitholders shall be invoked through the AIFM or the Management Company. Should the AIFM or Management Company fail to act despite a written notice to that effect from a Unitholder within a period of three months following receipt of such notice, that Unitholders may directly invoke the liability of the Depositary. 8. Procedure for amending the Issue Document Without prejudice to what may be required by applicable laws and regulations, by the Commission de Surveillance du Secteur Financier (the CSSF ) and/or by the Management Regulations, any amendment to the Issue Document may be decided and implemented via any of the procedures described below. Any amendment to the Issue Document is in principle decided by a simple resolution of the board of directors of the Management Company (as appointed from time to time, the Board of Directors ). As a matter of illustration only, non-material amendments or changes are typical amendments which will be adopted by a simple resolution of the Board of Directors of the Management Company having immediate or even, as the

14 case may be, retroactive effect. Without prejudice to the generality of the foregoing paragraph, the Fund may convey a material change of its investment strategy or investment policy or both, by a resolution of the Board of Directors of the Management Company provided the Unitholders concerned by the change are awarded a minimum 30 calendar day notice period during which they may redeem the Units concerned by the change free of redemption charge. For the avoidance of doubt, any non-material change to the Funds investment strategy or investment policy, or both, may be adopted by a simple resolution of the Board of Directors of the Management Company having immediate or even, as the case may be, retroactive effect. Investors are reminded that subscription for or acquisition of one or more Units implies their complete and automatic adherence to the fact that any amendment conveyed to the Issue Document following any of the above acceptable and validly implemented procedures shall bind and be deemed approved by all investors. Information on any material or essential amendment or change conveyed (or as the case may be in the process to be conveyed) to the Issue Document shall be made available or disclosed at the registered office of SEB Asset Management S.A. until this amendment or change is incorporated to this core document. Section VI Anti-Money Laundering Procedures The applicants wanting to subscribe Units of the Fund must provide the Registrar and Transfer Agent with all necessary information, which the Registrar and Transfer Agent may reasonably require to verify the identity of the applicant. Failure to do so may result in the Registrar and Transfer Agent refusing 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-fatf countries, is obliged to submit to the Registrar and Transfer Agent in Luxembourg all necessary information, which the Registrar and Transfer Agent may reasonably require to verify. The Registrar and Transfer Agent must verify the identity of the applicant. In the case of an applicant on behalf of a third party, the Registrar and Transfer Agent must also verify the identity of the beneficial owner(s). Furthermore, any such applicant hereby undertakes that it will notify the Registrar and Transfer Agent prior to the occurrence of any change in the identity of any such beneficial owner. Section VII - Late Trading and Market Timing SEB Asset Management S.A. does not permit any practices related to market timing and late trading and reserves the right to reject any application to subscribe to units from any investor suspected by SEB Asset Management S.A. of engaging in such practices. In order to protect the other investors in the Fund, SEB Asset Management S.A. may take further action deemed to be necessary. Section VIII General Description of the Units of the Fund General Unitholders are bound by the terms of the Management Regulations which determine the contractual relationship both among Unitholders and among Unitholders, the Management Company and the Depositary. Units are exclusively restricted to eligible investors ( Eligible Investors ) within the meaning of article 2 of the 2007 Law, i.e. an institutional investor, professional investor and any other natural person who fulfils the following conditions: a) adheres in writing to the status of well-informed investor; and b) either invests a minimum of EUR 125,000 in the Fund; or

15 c) benefits from a certificate delivered by a credit institution within the meaning of Directive 2009/111/EC, an investment firm within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC stating that he or she is competent, experienced and informed enough to appreciate in an adequate manner an investment in a specialized fund. Units shall be redeemable at the option of Unitholders under the conditions set out below. The Management Company has the power to redeem Units under the circumstances described in Article 8 of the Management Regulations. All Units of the Fund are bearer units. The units are vested in as global certificates only that will be deposited with the Depositary. There are no plans for the delivery of physical certificates. Fractional Units may be issued up to three decimals of a Unit. Such fractional Units shall be entitled to participation in the net results and in the proceeds of liquidation on a pro rata basis. Issue and Sale of Units Units will be issued exclusively to Unitholders qualifying as Eligible Investors. In principle, the number of units that can be issued is unlimited. However, the Management Company reserves the right to stop issuing units temporarily or completely in the interests of the Unitholders. The price to be paid by Unitholders shall be an amount equivalent to the Net Asset Value per unit of the corresponding Valuation Day as defined hereafter and in accordance with Article 7 of the Management Regulations ("Issue Price"). Payments made by electronic transfer have to reach the Registrar and Transfer Agent in Luxembourg within five Bank Business Days after the relevant Valuation Day. Upon receipt of the issue price the corresponding amount of units will be transferred to the Unitholders immediately. Orders received by 15:30 (CET) on a Valuation Day by the Registrar and Transfer Agent in Luxembourg will be settled on the basis of the Net Asset Value per unit of the next Valuation Day. Orders received after this time, will be settled on the basis of the Net Asset Value per unit on the next but one Valuation Day. Each day that constitutes a Bank Business Day in Luxembourg, defined as any day on which banks are open for business in Luxembourg except 24 December and 31 December will be a valuation day (the Valuation Day ), Upon receipt of the issue price by the Depositary, units will be allocated immediately by the Depositary on behalf of the competent organisation. The Management Company can make provision for the issue of fractional units where the face value of the units may be rounded up to three decimal places. Any payments already made for applications for subscriptions that have not been executed shall be immediately refunded by the Depositary. In principle, it is guaranteed that subscription orders are only placed on the basis of an unknown Net Asset Value per unit plus an upfront subscription sales charge. In order to ensure a placement of orders in due time, earlier cut-off times may apply for orders submit- ted to distributors (and/or their representatives) in Luxembourg or in foreign countries. The relevant information is available from the respective distributors (and/or their representatives). Redemption of Units Unitholders are entitled to demand, at any time, the redemption of their units and the payment of the amount attributable to the units that have been returned. Units are redeemed at the Net Asset Value per unit in accordance with Article 7 of the Management

16 Regulations ("Redemption Price"). Payment of the redemption price is made by electronic transfer with a value date within ten (10) bank business days after the corresponding Valuation Day. The Redemption Price will be credited in euros. Repurchase requests received by 15:30 (CET) on a Valuation Day by the Registrar and Transfer Agent in Luxembourg will be settled on the basis of the Net Asset Value per unit of the next Valuation Day. Repurchase requests received after this time, will be settled on the basis of the Net Asset Value per unit on the next but one Valuation Day. In order to redeem a large volume of repurchase requests that cannot be serviced out of liquid funds and the authorised take up of loans, the Management Company, with the prior consent of the Depositary, is authorised to redeem the units only after it has sold relevant assets without delay. In doing so, the Management Company has to ensure, at all times, that the amounts paid to the Unitholders are evenly divided between the Unitholders who have requested the redemption of their units in proportion to the relevant repurchase requests. The Depositary is only required to pay to the extent that legal provisions, e.g. exchange control regulations, or other circumstances beyond the control of the Depositary, do not prohibit the transfer of the redemption price to the country of the applicant. The Management Company may repurchase units unilaterally upon payment of the redemption price, insofar as this is deemed to be necessary in the interests of all the Unitholders or in order to protect the Management Company or the Fund. In principle, it is guaranteed that redemption orders are only placed on the basis of an unknown Net Asset Value per unit plus an upfront exit charge. In order to ensure a placement of orders in due time, earlier cut-off times may apply for orders submit- ted to distributors (and/or their representatives) in Luxembourg or in foreign countries. The relevant information is available from the respective distributors (and/or their representatives). Suspension of Issue/Redemption Units will not be issued or redeemed if the calculation of the Net Asset Value per Unit is suspended by the AIFM in accordance with Article 9 of the Management Regulations. In order to ensure a placement of orders in due time, earlier cut-off times may apply for orders submit- ted to distributors (and/or their representatives) in Luxembourg or in foreign countries. The relevant information is available from the respective distributors (and/or their representatives). Section IX Determination of the Net Asset Value per Unit The Net Asset Value of a unit is expressed in euro (EUR). It is calculated by the AIFM on each day that is a Valuation Day, as defined in Section VIII. The calculation is made by dividing the Net Asset Value of the Fund (assets of the Fund minus the liabilities) by the number of Fund units outstanding as on the Valuation Day. The net assets of the Fund are calculated according to the following principles: a) securities and money-market instruments listed in official trading on an exchange are valued on the basis of the last available price. If securities and money-market instruments are listed or traded in official trading on several exchanges, then the relevant price shall be the last available price in the principal market for this asset, unless these prices are not representative. b) securities and money-market instruments that are not listed in official trading on an exchange but are traded on another regulated market, are valued at a price that is not lower than the bid price and not higher than the ask price at the time of valuation and one which the Management Company con- siders to be the best possible price at which the securities and money-market instruments could be sold. If such prices are not market standard, or if prices for securities and money-market instruments

17 cannot be established for reasons other than those listed under letters a) and b), these securities and money-market instruments, as well as all other assets, will be valued at the current fair value as established by the AIFM in good faith and in accordance with generally accepted valuation regulations that can be verified by auditors. a) Liquid assets are valued at their nominal value plus interest. b) Term deposits may be valued at their yield value if a corresponding contract exists between the Management Company and the Depositary stipulating that these term deposits can be withdrawn at any time and their yield value is equal to the realised value. c) All assets denominated in a different currency to the relevant currency of the Fund are converted into the Fund s currency at the last available exchange rate. All assets denominated in a currency other than the euro are converted into euros at the last available exchange rate. In case of extraordinary circumstances, which make the valuation in accordance with the abovementioned criteria impossible or improper, the AIFM is authorised, temporarily and in good faith, to follow other valuation regulations that are generally accepted and can be verified by auditors in order to achieve a proper valuation of the Fund s assets. Section X Distribution Policy 1. In principle, during the financial year, the Management Company distributes interest that has accrued to the account of the fund and that has not been used to cover costs taking into account the respective income equalisation. Capital gains and other income can also be distributed, taking into account the respective income equalisation. 2. Income available for distribution in accordance with paragraph 1 may be carried over to future financial years for distribution purposes, provided that the total of carried-over income does not exceed 15% of the net assets of the Fund by the end of the respective financial year. Income resulting from abridged financial years may be carried over completely. 3. In the interest of maintaining the fund s real value, income may be reinvested in the Fund either partly or, in special cases, completely. 4. The distribution per unit certificate shall be rounded to EUR Any fractional amount resulting from this shall be carried over to the following financial year. 5. Distributions are paid annually within three months of the end of the financial year. 6. Interim distributions are permitted. 7. Distributions will be made only insofar as the assets of the Fund do not fall below the legal minimum threshold as a result of the distribution. Section XI Costs, Fees and Expenses The Fund will bear the following costs: - all taxes levied on the assets of the Fund, its earnings and expenses charged to the Fund; - a monthly fee of up to 0.6% p.a. on the Net Asset Value accrued daily that is payable to the AIFM; - custodian/depositary fees in line with banking practice; where applicable, including fees charged in line with banking practice for the custody of foreign securities abroad; - cost of the preparation as well as the deposit and publication of the Management Regulations as well as other documents, such as e.g. the Issue Document, including registration costs or written explanations to

18 all registration authorities and exchanges (including local security traders associations) that have to be undertaken in connection with the Fund or the offering of its units; cost of legal advice that SEB Asset Management S.A. or the Depositary incurs when acting in the interests of the Unitholders; - the fees of the auditors to the Fund; - cost of publication and distribution of annual reports for the Unitholders as well as the cost of publication and distribution of all other reports and documents necessary in accordance with the applicable laws and regulations of the above mentioned authorities; - all expenses incurred in connection with the acquisition and sale of assets of the Fund; - other costs in connection with the launch of the Fund. All costs and fees will be paid first from income, then from capital gains and only then from the assets of the Fund. Section XII Taxation 1. Taxation of the Fund The Fund is subject to the laws of Luxembourg. Investors should inform themselves about the legislation and rules that are applicable when buying, holding and, possibly, selling units, taking into consideration their place of residence or their nationality. The Fund is currently subject to the following taxes: a) Subscription tax In Luxembourg, the Fund is subject to a subscription tax ("taxe d'abonnement") of 0.01% per annum (as applicable) of the net assets attributable to the units of the Fund. This tax is payable quarterly on the basis of the total net assets of the Fund at the end of the relevant calendar quarter. Investments by the Fund in shares or units of other Luxembourg undertakings for collective investment that are likewise subject to the "taxe d abonnement are deducted from the net asset value of the Fund which acts as a basis for the calculation of the tax that has to be paid by the Fund. The rules related to exemptions from subscription tax are set out in the current legislation in Luxembourg. European Union Tax Considerations The Council of the EU has adopted on 3 June 2003 Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments (the "Directive"). Under the Directive, member states of the EU will be required to provide the tax authorities of another EU member state with information on payments of interest or other similar income paid by a paying agent (as defined by the Directive) within its jurisdiction to an individual resident in that other EU member state. Austria and Luxembourg have opted instead for a tax withholding system for a transitional period in relation to such payments. Switzerland, Monaco, Liechtenstein, Andorra and San Marino and the Channel Islands, the Isle of Man and the dependent or associated territories in the Caribbean, have also introduced measures equivalent to information reporting or, during the above transitional period, withholding tax. The Directive has been implemented in Luxembourg by a law dated 21 June 2005 (the "Law"). Dividends distributed by the Fund will be subject to the Directive and the Law if more than 15% of the Fund s assets are invested in debt claims (as defined in the Law) and proceeds realised by Unitholders on the redemption or sale of Units in the Fund will be subject to the Directive and the Law if more than 25% of the Fund s assets are invested in debt claims. The applicable withholding tax will be at a rate of 35%. The Luxembourg government has however announced that it will elect out the withholding system in favour of the automatic exchange of information with effect as from 1 January Consequently, if in relation to the Fund a Luxembourg paying agent makes a payment of dividends or