PROSPECTUS CARNEGIE WEALTH MANAGEMENT FUND SICAV

Transcription

1 PROSPECTUS CARNEGIE WEALTH MANAGEMENT FUND SICAV Société d'investissement à Capital Variable à compartiments multiples Containing the following Sub-Funds: Carnegie Wealth Management Fund Sicav Shield Fund Carnegie Wealth Management Fund Sicav Build Fund Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund Registered with the R.C.S. LUXEMBOURG under number B (the Company ) Subscriptions from potential investors can be received solely on the basis of this prospectus (the Prospectus ) accompanied by the most recent annual report as well as by the latest semi-annual report published after the latest annual report. These reports form part of the present Prospectus. No information may be given in connection with the offer other than that contained in this Prospectus, in the periodic financial reports, as well as in any other documents mentioned in the Prospectus. Shares of the Company may not be purchased or held directly or indirectly by investors who are citizens or residents of the United States and its sovereign territories nor is the transfer of shares to such persons permitted. 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 will be achieved. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY COUNTRY IN WHICH AN OFFER OR SOLICITATION IS NOT LAWFULLY AUTHORISED. R.C.S. LUXEMBOURG B November 2014 VISA 2014/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier

2 TABLE OF CONTENTS I. INTRODUCTION... 5 II. THE COMPANY... 6 III. CAPITAL... 7 IV. SUB-FUNDS AND ORGANIZATION OF SHARES... 7 V. INVESTMENT POLICY... 9 VI. DISTRIBUTION POLICY VII. NET ASSET VALUE VIII. ISSUE OF SHARES IX. CONVERSION OF SHARES X. REDEMPTION OF SHARES XI. MARKET TIMING POLICY XII. TAXATION XIII. MANAGEMENT COMPANY/ AIFM XIV. INVESTMENT MANAGERS XV. DEPOSITARY XVI. ANTI-MONEY LAUNDERING PROVISIONS XVII. EXPENSES XVIII. NOTICES XIX. LIQUIDATION OF THE COMPANY, LIQUIDATION, MERGER OR CONTRIBUTION OF A SUB-FUND XX. DOCUMENTS XXI. HISTORICAL PERFORMANCE

3 REGISTERED OFFICE Centre Europe, 5, Place de la Gare, L-1616 Luxembourg Grand Duchy of Luxembourg DIRECTORS 1. Karin Birgitta SÖDERQVIST LINDOFF Head of Private Banking CARNEGIE INVESTMENT BANK AB, Stockholm Chairman of the Board of Directors 2. Brian Daniel CORDISCHI CIO & Head of Investment Strategy CARNEGIE INVESTMENT BANK AB, Stockholm Director 3. Asa Christine SUNDBERG Legal Counsel CARNEGIE INVESTMENT BANK AB, Stockholm Director 4. Stephan KARLSTEDT General Manager CARNEGIE FUND SERVICES S.A., Luxembourg Director MANAGEMENT COMPANY/ AIFM CARNEGIE FUND SERVICES S.A. Centre Europe 5, Place de la Gare L-1616 Luxembourg Grand Duchy of Luxembourg INVESTMENT MANAGERS For Carnegie Wealth Management Fund Sicav Shield Fund; and Carnegie Wealth Management Fund Sicav Build Fund CARNEGIE INVESTMENT BANK AB 56, Regeringsgatan SE Stockholm Sweden 3

4 For Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund; and Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund CARNEGIE FONDER AB 56, Regeringsgatan SE Stockholm Sweden DEPOSITARY BANK BANQUE CARNEGIE LUXEMBOURG S.A. Centre Europe 5, Place de la Gare L-1616 Luxembourg Grand Duchy of Luxembourg DISTRIBUTION AGENT CARNEGIE INVESTMENT BANK AB 56, Regeringsgatan SE Stockholm Sweden AUDITOR PricewaterhouseCoopers Société Coopérative 400, route d Esch L-1471 Luxembourg Grand Duchy of Luxembourg LEGAL COUNSEL BONN & SCHMITT Rives de Clausen L-2165 Luxembourg Grand Duchy of Luxembourg 4

5 I. INTRODUCTION The Company described in this Prospectus is a public limited company (société anonyme) established under Luxembourg law in the form of an investment company with variable capital (société d investissement à capital variable) comprising, for the moment, four separate sub-funds (the Sub-Fund(s) ). The Company has been established as an open-ended investment fund under Part II of the Luxembourg Law of 17 December 2010 on undertakings for collective investment (hereafter referred to as the 2010 Law ). The Company does not qualify in Luxembourg as an undertaking for collective investment in transferable securities (a UCITS ) as the investment policy of the Company provides that some sub-funds may borrow up to 50% of their net assets. The Company qualifies as an externally managed alternative investment fund within the meaning of the Luxembourg law of 12 July 2013 relating to managers of alternative investment funds ( AIFM Law ). The objective of the Company is to place funds available to it in various permitted assets, such as but not limited to, transferable securities, investment funds, liquid assets and other financial instruments under the broadest meaning permitted by the 2010 law, with the purpose of diversifying investment risk and affording its shareholders the benefits of the management of the Company. 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-Fund(s) will be achieved. Investment in the Company is only suitable for private and institutional investors who do not require immediate liquidity for their investments, for whom an investment in the Company does not constitute a complete investment programme and who fully understand and are willing to assume the risks involved in Company s investment objective and policy. The reference currency (the Reference Currency ) of the Company is Swedish Krona (SEK). However, the Board of Directors may decide at any time to create new Sub-Funds. At the opening of such additional Sub-Funds, a supplement to the Prospectus shall be issued providing the investors with all information on those new Sub-Funds and the present prospectus shall be adapted accordingly. Furthermore, in case of Sub-Funds created which are not yet opened for subscription the Board of Directors is empowered to determine at any time the initial period of subscription and the initial subscription price; at the opening of a Sub-Fund, the present prospectus shall be adapted accordingly. Within this Prospectus, a UCITS is defined as an Undertaking for Collective Investment in Transferable Securities authorized in accordance with Article 5 of the UCITS Directive, while a UCI is defined as any other Undertaking for Collective Investment (UCI), i.e. not qualifying as a UCITS. 5

6 II. THE COMPANY The Company is organised as a variable capital company (société d'investissement a capital variable SICAV ) under the law of 10 August 1915 on commercial companies (the 1915 Law ) relating to commercial companies and Part II of the 2010 Law. As such, the Company is registered on the official list of collective investment undertakings maintained by the Luxembourg regulator of the financial sector (Commission de Surveillance du Secteur Financier (the CSSF ). The legal basis of the Company is set out in its articles of incorporation (the Articles ) and this Prospectus. Matters not covered in the Articles are subject to the provisions of the 1915 Law and to those of the 2010 Law. The Company is established for an undetermined duration from the date of its incorporation. The registered office of the Company is Centre Europe, 5 Place de la Gare, L-1616 Luxembourg. The Company was incorporated in the Grand-Duchy of Luxembourg on 10 November The Company is registered with the Luxembourg registry of commerce and companies (Registre du Commerce et des Sociétés de Luxembourg or RCSL ) under number B The Articles are published in the Mémorial C, Recueil des Sociétés et Associations, (hereafter referred to as the Mémorial ) on 3 December The Articles are available for inspection at the registered office of the Company, and copies can be obtained from the RCSL. The fiscal year of the Company is January 1 through December 31 (the Fiscal Year ) in each calendar year. Shareholders' meetings are to 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 ( Annual General Meeting ) will be held on the third Friday in April of each year, at 10:00 (local time), and for the first time in If such day is a legal bank holiday in Luxembourg, the Annual General Meeting shall be held on the next following business day in Luxembourg on which banks are open for business. 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 given by registered letter to registered shareholders at least 8 days prior to each meeting. Notices of meetings may be published, in accordance with Luxembourg law, in the Mémorial, in such Luxembourg newspaper and in such other newspaper of general circulation as the Board of Directors may determine from time to time. The Company draws the investors attention to the fact that any investor will only be able to fully exercise his investor rights directly against the Company, notably the right to participate in general shareholders meetings, if the investor is registered himself and in his own name in the shareholders register of the Company. In cases where an investor invests in the Company through an intermediary investing into the Company in his own name but on behalf of the investor, it may not always be possible for the investor to exercise certain shareholder rights directly against the Company. Investors are advised to take advice on their rights. 6

7 III. CAPITAL The capital of the Company shall at all times be equal to the net asset value of the Company ( Net Asset Value ). The initial subscribed capital at incorporation was three hundred thousand Swedish Krona (SEK ) divided into three thousand (3,000) fully-paid class IA1 shares of the Company without any par value of Carnegie Wealth Management Fund Sicav Shield Fund. The minimum capital of the Company may not be less than the equivalent in SEK of one million two hundred and fifty thousand euros (EUR 1,250,000). This minimum must be reached within the requisite period of six (6) months following authorisation by the CSSF. For the purpose of determining the capital of the Company, the net assets attributable to each Sub-Fund, if not expressed in SEK, will be converted into SEK at the then prevailing exchange rate in Luxembourg. The Board of Directors is authorised, without limitation and at any time, to issue additional shares at the respective Net Asset Value per share determined in accordance with the provisions of the Articles, without reserving to existing shareholders a preferential right to subscribe for the shares to be issued. Upon issue, all shares must be fully paid up. The shares do not have any par value. Each share has the right to one vote at shareholders meetings. Shares are available only in registered form. No share certificates will be issued in respect of registered shares unless specifically requested by a shareholder. Registered share ownership will be evidenced by confirmation of ownership and registration in the shareholders register of the Company. Fractions of shares may be issued with four decimals of a share. Fractions of shares will have no voting rights but will participate in the distribution of dividends, if any, and in the liquidation distribution. If the capital of the Company falls to less than two-thirds of the legal minimum, the Directors must submit to the general meeting of shareholders the question of the dissolution of the Company. The meeting is held without a quorum, and decisions are taken by simple majority. If the capital falls to less than one-quarter of the legal minimum, the Directors must submit to the general meeting of shareholders the question of the dissolution of the Company. For such meeting, no quorum is required and the decision regarding the dissolution of the Company may be taken by shareholders representing one-quarter of the shares present. Each such meeting must be convened not later than forty (40) days from the day on which it appears to the Directors that the capital has fallen below two-thirds or one-quarter of the minimum capital, as the case may be. IV. SUB-FUNDS AND ORGANIZATION OF SHARES Pursuant to the 2010 Law and to the Articles, the Company has created four sub-funds and may create more sub-funds (each a Sub-Fund and, collectively, the Sub-Funds ), each corresponding to a distinct part of the assets and liabilities of the Company. 7

8 For the moment, the Company contains the following Sub-Funds: Carnegie Wealth Management Fund Sicav Shield Fund; Carnegie Wealth Management Fund Sicav Build Fund; Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund; and Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund. The reference currency of the above-mentioned Sub-Funds is SEK. Each Sub-Fund may have a specific investment policy. The investment policy of each Sub-Fund is set forth below under Investment Policy. This Prospectus will be amended upon the creation of each additional Sub-Fund. The rights of investors and of creditors concerning a Sub-Fund or which have arisen in connection with the creation, operation or liquidation of a Sub-Fund are limited to the assets of that Sub-Fund. The assets of a Sub-Fund are exclusively available to satisfy the rights of investors in relation to that Sub-Fund and the rights of creditors whose claims have arisen in connection with the creation, the operation or the liquidation of the Sub-Fund. For the purpose of relations between investors, each Sub-Fund will be deemed a separate entity. Each Sub-Fund may be separately liquidated without such separate liquidation resulting in the liquidation of another Sub-Fund. Only the liquidation of the last remaining Sub-Fund of the Company will result in the liquidation of the Company. The Company may offer in each Sub-Fund different classes of shares (each a Class and together the Classes ). The differences between the Classes of shares are potentially different currencies, distribution policies, different minimum initial subscription amounts and different levels of commissions and/or different management fees. The Company may also decide to reserve certain Classes to certain specific categories of investors (e.g. institutional investors). The Classes of shares issued currently by the Company for each Sub-Fund may be described as follows: In Carnegie Wealth Management Fund Sicav Shield Fund and Carnegie Wealth Management Fund Sicav Build Fund: - Class RD1 reserved to retail investors with payment of dividend (retail/distribution) - Class RD2 reserved to retail investors with payment of dividend (retail/distribution) - Class RA1 reserved to retail investors with accumulation of income (retail/accumulation) - Class RA2 reserved to retail investors with accumulation of income (retail/accumulation) - Class ID1 reserved to institutional investors with payment of dividend (institutional/distribution) - Class ID2 reserved to institutional investors with payment of dividend (institutional/distribution) - Class IA1 reserved to institutional investors with accumulation of income (institutional/accumulation) - Class IA2 reserved to institutional investors with accumulation of income (institutional/accumulation) The difference between Class 1 and Class 2 is the percentage of the management fees (see below under Management Company ). 8

9 In Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund and Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund: - Class IA1 reserved to institutional investors with accumulation of income V. INVESTMENT POLICY A. General Investment Policy and Investment Limitations Each Sub-Fund will pursue an independent investment policy which is set out hereinafter. The Company is authorised to make amendments to the investment policies pursued by each of its Sub-Funds, subject to the prior approval of the CSSF. Where such amendments are not material to the structure and/or operations of the Company and are beneficial or at least not detrimental to the interests of the investors, as determined by the Board of Directors at its sole but reasonable discretion and subject to the prior approval of the CSSF, the Prospectus will be amended and the investors will be informed thereof, for their information purposes only. Where the amendments might be detrimental to the interests of the investors then, subject also to the prior approval of the CSSF, such changes shall only become effective following the expiry of a one month free redemption notice having been issued by the Company to each of the investors offering them the possibility to redeem their shares without cost. Carnegie Wealth Management Fund Sicav Shield Fund Investment Objective and Policy The objective of the Sub-Fund is to achieve stable returns from capital appreciation and/or yield by investing mainly in a portfolio of selected fixed income investment funds, including investment funds of the Carnegie Group, and exchange traded funds and products with fixed income exposure and managers deemed by the Portfolio Manager to have absolute return profiles with at least a weekly liquidity scheme. The Sub-Fund may invest, on an ancillary basis in transferable securities such as, but not limited to, equities, debt securities and liquid assets within the investment limitations set out below, denominated in any international currency and issued by issuers in developed countries. However, these ancillary investments will never in themselves constitute the main investment objective of the Sub-Fund. As such, Carnegie Wealth Management Fund Sicav Shield Fund may invest its net assets as follows: - Up to 100% in units of UCI s, - Up to 100% into Fixed Income related ETFs and/or Index Funds, - Up to 50% in Fixed Income related Funds managed by CARNEGIE INVESTMENT BANK A/B and/or CARNEGIE FONDER AB, - Up to 50% into the Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund (the investment policy of which is described below), - Up to 40% into Hedge-Funds qualifying as UCITS and Swedish Special Funds. In addition, Carnegie Wealth Management Fund Sicav Shield Fund may trade Interest Rate Futures & Swaps, Options, CDS and FX Forward contracts for both hedging and other purposes. 9

10 With a view to maintaining adequate liquidity, the Sub-Fund may, on an ancillary basis hold liquid assets. These can be kept in short-term bank deposits or call accounts or in money market instruments regularly negotiated, having a maturity of less than 12 months and issued or guaranteed by issuers or guarantors established in Sweden with a minimum credit rating of S&P B-, the equivalent from other recognised global rating agencies, or the equivalent for non-rated issuers. Investment Limitations When using certain techniques and instruments relating to transferable securities and money market instruments, such as securities lending and repurchase or reverse repurchase agreements, the Sub-Fund will at any time comply with the provisions of the CSSF Circular 08/356, as amended from time to time. The Management Company will employ a risk management, which enables it to measure at any time the risk related to these transactions. The counterparties to such transactions must be subject to prudential supervision rules which are considered by the CSSF as equivalent to Community Law. The Sub-Fund will not deviate from its investment policy and objective when using such techniques and instruments. The collateral received must not lead to a breach of the Sub-Fund s investment policy. The Sub-Fund may: - Not invest more than 10% of its net assets in transferable securities that are not listed on a stock exchange nor traded on another regulated market which operates regularly and is recognized and open to the public and in undertakings for collective investment (UCIs) of the closed-ended type (*); - Not invest more than 10% of its net assets in securities issued by a single issuer (*);moreover, where the Sub-Fund holds investments in securities of any issuing body which individually exceed 10% of its net assets, the total value of such securities must not exceed 40% of the value of the Sub-Fund s total net assets; - Borrow a maximum of 25% of its net assets in cash; - Not grant loans to any shareholder; - Not carry out short sales transactions on transferable securities; - Not invest in precious metals or certificates representing the same; - Not invest in real estate; - Not invest in certificates representing commodities. (*) The aforementioned 10% restrictions do not apply to securities issued or guaranteed by a Member State of the OECD or their local authorities or public international bodies with community, regional or global scope. 10

11 Carnegie Wealth Management Fund Sicav Build Fund Investment Objective and Policy The objective of the Sub-Fund is to achieve long term capital growth by investing mainly in a portfolio of carefully selected products with variable income exposure and equity investment funds, including investment funds of the Carnegie Group and Exchange Traded Funds. The Sub-Fund may invest, on an ancillary basis in transferable securities such as, but not limited to, equities, debt securities and liquid assets within the investment limitations set out below, denominated in any international currency and issued by issuers in developed countries. However, these ancillary investments will never in themselves constitute the main investment objective of the Sub-Fund. As such, Carnegie Wealth Management Fund Sicav Build Fund may invest its net assets as follows: - Up to 100% into Variable Income related ETFs and Index Funds, - Up to 100% in units of UCI s, - Up to 50% in Variable Income related Funds managed by CARNEGIE INVESTMENT BANK A/B, CARNEGIE FONDER AB and/or BANQUE CARNEGIE LUXEMBOURG S.A., and up to 40% in each of these funds, - Up to 50% into the Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund (the investment policy of which is described below), - Up to 40% into Equities, - Up to 10% into Hedge-Funds and Swedish Special Funds. In addition, Carnegie Wealth Management Fund Sicav Build Fund may trade Equity Index Futures, Options, Swaps and FX Forward contracts for both hedging and other purposes. With a view to maintaining adequate liquidity, the Sub-Fund may, on an ancillary basis hold liquid assets. These can be kept in short-term bank deposits or call accounts or in money market instruments regularly negotiated, having a maturity of less than 12 months and issued or guaranteed by issuers or guarantors established in Sweden with a minimum credit rating of S&P B-, the equivalent from other recognised global rating agencies, or the equivalent for non-rated issuers. Investment Limitations When using certain techniques and instruments relating to transferable securities and money market instruments, such as securities lending and repurchase or reverse repurchase agreements, the Sub-Fund will at any time comply with the provisions of the CSSF Circular 08/356, as amended from time to time. The Management Company will employ a risk management, which enables it to measure at any time the risk related to these transactions. The counterparties to such transactions must be subject to prudential supervision rules which are considered by the CSSF as equivalent to Community Law. The Sub-Fund will not deviate from its investment policy and objective when using such techniques and instruments. The collateral received must not lead to a breach of the Sub-Fund s investment policy. 11

12 The Sub-Fund may: - Not invest more than 10% of its net assets in transferable securities that are not listed on a stock exchange nor traded on another regulated market which operates regularly and is recognized and open to the public and in undertakings for collective investment (UCIs) of the closed-ended type (*). - Not invest more than 10% of its net assets in securities issued by a single issuer (*);moreover, where the Sub-Fund holds investments in securities of any issuing body which individually exceed 10% of its net assets, the total value of such securities must not exceed 40% of the value of the Sub-Fund s total net assets; - Borrow a maximum of 50% of its net assets in cash; - Not grant loans to any shareholder; - Not carry out short sales transactions on transferable securities; - Not invest in precious metals or certificates representing the same; - Not invest in real estate; - Not invest in certificates representing commodities. (*) The aforementioned 10% restrictions do not apply to securities issued or guaranteed by a Member State of the OECD or their local authorities or public international bodies with community, regional or global scope. Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund Investment Objective and Policy The main objective of the Sub-Fund is to achieve long-term capital growth coupled with security of the underlying assets. The Sub-Fund has long-term investment horizons and therefore the purchase of Shares of the Sub-Fund should be regarded as a long-term investment. The Sub-Fund has been formed to provide investors with a convenient means of participating in a professionally managed portfolio of transferable securities, principally Nordic bonds. The Sub-Fund may, however, acquire investments other than Nordic bonds, and details of such investments and the related restrictions which apply to amounts of such investments, which may be required, are described below. The Sub-Fund is seeking to create both return from the yield and/or capital appreciation by investing in bonds, money market instruments and other interest bearing instruments which are admitted to trading on a Regulated Market. The maximum average duration of such investments will be up to ten (10) years. The Sub-Fund will mainly invest its assets in transferable securities issued by Nordic counterparties. In addition to Nordic issuers, the Sub-Fund may invest up to 50% of its net assets in either: Transferable securities issued or guaranteed by any non-nordic Member State of the EU, its local authorities, or public international bodies of which one or more of such Member States are members, or by any other State of the OECD; 12

13 Issuers within emerging markets, the definition of emerging markets following the MSCI Market Classification Framework, where eligible countries are those not classified as Developed Markets, i.e. Emerging and Frontier Markets. The Sub-Fund will invest in issuers with a minimum credit rating of S&P B-, the equivalent from other recognised global rating agencies, or the equivalent for non-rated issuers. The Sub-Fund may also hold money market instruments. Furthermore, with a view to maintaining adequate liquidity, the Sub-Fund may, on an ancillary basis, hold liquid assets. The Sub-Fund may use derivatives such as futures, options, swaps, CDS (Credit Default Swaps) and other derivatives both for hedging and investment purposes. Their use need not be limited to hedging the Sub-Fund s assets; they may also be used for efficient portfolio management. Trading in derivatives is conducted within the confines of the investment limits and provides for the efficient management of the Sub-Fund s assets, while also regulating maturities and risks. Where the financial derivative instrument is cash-settled automatically or at the Management Company s discretion, the Sub-Fund will be allowed to not hold the specific underlying instrument as cover. As acceptable cover are considered: a) cash b) liquid debt instruments with appropriate safeguards c) other highly liquid assets which are recognised by the competent authorities considering their correlation with the underlying of the financial derivative instruments, subject to appropriate safeguards. With a view to maintaining adequate liquidity, the Sub-Fund may, on an ancillary basis hold liquid assets. These can be kept in short-term bank deposits or call accounts or in money market instruments regularly negotiated, having a maturity of less than 12 months and issued or guaranteed by issuers or guarantors established in Sweden with a minimum credit rating of S&P B-, the equivalent from other recognised global rating agencies, or the equivalent for non-rated issuers. The Sub-Fund may invest up to 100% of its net assets in different transferable securities and money market instruments issued or guaranteed by any Member State of the EU, its local authorities, or public international bodies of which one or more of such Member States are members, or by any other State of the OECD or by Singapore or Brazil. The Sub-Fund can only make use of this provision if it holds securities and money market instruments from at least six different issues, and if securities and money market instruments from any one issue may not account for more than 30% of the Sub-Fund s total net assets. The Sub-Fund may hedge the FX exposure to non-swedish Krona. The portfolio of the Sub-Fund will be actively managed. The above investment policies and objectives do not constitute a guarantee of performance. Investment Limitations When using certain techniques and instruments relating to transferable securities and money market instruments, such as securities lending and repurchase or reverse repurchase agreements, the Sub-Fund will at any time comply with the provisions of the CSSF Circular 08/356, as amended from time to time. The Management Company will employ a risk management, which enables it to measure at any time the risk related to these transactions. 13

14 The counterparties to such transactions must be subject to prudential supervision rules which are considered by the CSSF as equivalent to Community Law. The Sub-Fund will not deviate from its investment policy and objective when using such techniques and instruments. The collateral received must not lead to a breach of the Sub-Fund s investment policy. Collateral provided in cash will be held on blocked accounts in favour of the Sub-Fund. The following limits furthermore apply to direct investment in transferable securities: - Not invest more than 10% of its net assets in transferable securities that are not listed on a stock exchange nor traded on another regulated market which operates regularly and is recognized and open to the public and in undertakings for collective investment (UCIs) of the closed-ended type (*). - Not invest more than 10% of its net assets in securities issued by a single issuer (*);moreover, where the Sub-Fund holds investments in securities of any issuing body which individually exceed 10% of its net assets, the total value of such securities must not exceed 40% of the value of the Sub-Fund s total net assets; - Not invest more than 20% of its net assets in cash deposits made with the same counterparty; - Not invest more than 30% of its net assets in units / shares of mutual funds, either Carnegie related or third party Funds; - Not grant loans to any shareholder; - Not carry out short sales transactions on transferable securities; - Not invest in precious metals or certificates representing the same; - Not invest in real estate; - Not invest in certificates representing commodities. (*) The aforementioned 10% restrictions do not apply to securities issued or guaranteed by a Member State of the OECD or their local authorities or public international bodies with community, regional or global scope. Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund Investment Objective and Policy The main objective of the Sub-Fund is the realisation of long-term capital growth coupled with security of the underlying assets. The Sub-Fund has long-term investment horizons and therefore the purchase of Shares in the Sub-Fund should be regarded as long-term investment. The Sub-Fund has been formed to provide investors with a convenient means of participating in a professionally managed portfolio of transferable securities, principally Swedish equities. The Sub- Fund may, however, acquire investments other than Swedish equities, and details of such investments and the related restrictions which apply to amounts of such investments, which may be required, are described below. 14

15 In order to achieve its main objective, the Sub-Fund 's portfolio will include Swedish equities on a recognised stock exchange or another regulated market. The Sub-Fund may also invest up to 20% of its net assets in non-swedish Nordic equities on a recognised stock exchange or another regulated market. The portfolio of the Sub-Fund will be actively managed, and investments centred on those companies, which have been identified as offering prospects for capital growth. Options issued on transferable securities, subscription rights of shares and warrants issued on transferable securities traded on a recognised stock exchange or another regulated market may also be held on an ancillary basis. The Sub-Fund may use derivatives such as futures, options, swaps, CDS (Credit Default Swaps) and other derivatives both for hedging and investment purposes. Their use need not be limited to hedging the Sub-Fund s assets; they may also be used for efficient portfolio management. Trading in derivatives is conducted within the confines of the investment limits and provides for the efficient management of the Sub-Fund s assets, while also regulating maturities and risks. Where the financial derivative instrument is cash-settled automatically or at the Management Company s discretion, the Sub-Fund will be allowed to not hold the specific underlying instrument as cover. As acceptable cover are considered: a) cash b) liquid debt instruments with appropriate safeguards c) other highly liquid assets which are recognised by the competent authorities considering their correlation with the underlying of the financial derivative instruments, subject to appropriate safeguards. With a view to maintaining adequate liquidity, the Sub-Fund may, on an ancillary basis hold liquid assets. These can be kept in short-term bank deposits or call accounts or in money market instruments regularly negotiated, having a maturity of less than 12 months and issued or guaranteed by issuers or guarantors established in Sweden with a minimum credit rating of S&P B-, the equivalent from other recognised global rating agencies, or the equivalent for non-rated issuers. The Sub-Fund may invest up to 100% of its net assets in different transferable securities and money market instruments issued or guaranteed by any Nordic countries or related local authorities, provided that the Sub- Fund portfolio be composed of at least six different issues, and that the investment in any of these issues does not account for more than 30% of the Sub-Fund s total net assets. The portfolio of the Sub-Fund will be actively managed. The above investment policies and objectives do not constitute a guarantee of performance. Investment Limitations When using certain techniques and instruments relating to transferable securities and money market instruments, such as securities lending and repurchase or reverse repurchase agreements, the Sub-Fund will at any time comply with the provisions of the CSSF Circular 08/356, as amended from time to time. The Management Company will employ a risk management, which enables it to measure at any time the risk related to these transactions. 15

16 The counterparties to such transactions must be subject to prudential supervision rules which are considered by the CSSF as equivalent to Community Law. The Sub-Fund will not deviate from its investment policy and objective when using such techniques and instruments. The collateral received must not lead to a breach of the Sub-Fund s investment policy. Collateral provided in cash will be held on blocked accounts in favour of the Sub-Fund. The following limits furthermore apply to direct investment in transferable securities: - Not invest more than 10% of its net assets in transferable securities that are not listed on a stock exchange nor traded on another regulated market which operates regularly and is recognized and open to the public and in undertakings for collective investment (UCIs) of the closed-ended type (*). - Not invest more than 10% of its net assets in securities issued by a single issuer (*);moreover, where the Sub-Fund holds investments in securities of any issuing body which individually exceed 10% of its net assets, the total value of such securities must not exceed 40% of the value of the Sub-Fund s total net assets; - Not invest more than 20% of its net assets in cash deposits made with the same counterparty; - No invest more than 30% of its net assets in units / shares of mutual funds, either Carnegie related or third party Funds; - Not grant loans to any shareholder; - Not carry out short sales transactions on transferable securities; - Not invest in precious metals or certificates representing the same; - Not invest in real estate; - Not invest in certificates representing commodities. (*) The aforementioned 10% restrictions do not apply to securities issued or guaranteed by a Member State of the OECD or their local authorities or public international bodies with community, regional or global scope. B. Cross Investments between Sub-Funds Each Sub-Fund may subscribe, acquire and/or hold securities to be issued or issued by one or more other Sub-Fund(s) of the Company under the conditions, that: - the target Sub-Fund does not, in turn, invest in the Sub-Fund invested in the target Sub- Fund; and - no more than 10% of the assets of the target Sub-Fund whose acquisition is contemplated may be invested, pursuant to its constitutive documents, in units of other UCIs; and - voting rights, if any, attaching to the relevant securities are suspended for as long as they are held by the Sub-Fund concerned and without prejudice to the appropriate processing in the accounts and the periodic reports; and 16

17 - in any event, for as long as these securities are held by the Sub-Fund, their value will not be taken into consideration for the calculation of the net assets of the Sub-Fund for the purposes of verifying the minimum threshold of the net assets imposed by the 2010 Law; and - there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund and the target Sub-Fund. C. Techniques and Instruments: 1. Securities lending transactions The Company or the Portfolio Manager, as the case may be, may engage in securities lending provided that these transactions comply with the regulations set forth in CSSF s Circular 08/356 concerning the rules applicable to undertakings for collective investment when they use certain techniques and instruments relating to transferable securities and money market instruments, as amended from time to time. The Company may lend the securities included in its portfolio to a borrower either directly or through a standardized lending system organized by a recognized clearing institution or through a lending system organized by a financial institution subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by Community law and specialized in this type of transactions. In all cases, the counterparty to the securities lending agreement (i.e. the borrower) must be subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by Community law. In case the aforementioned financial institution acts on its own account, it is to be considered as counterparty in the securities lending agreement. For each securities lending transaction, the Company must receive, in principle, a guarantee the value of which is, during the lifetime of the lending agreement, at least equivalent to 90% of the global valuation (interests, dividends and other eventual rights included) of the securities lent. The Company must proceed on a daily basis to the valuation of the guarantee received. The guarantee must normally take the form of: (i) liquid assets which include not only cash and short term bank certificates, but also money market instruments such as defined within Directive 2007/16/EC of 19 March 2007 implementing Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to certain UCITS as regards the clarification of certain definitions. A letter of credit or a guarantee at first-demand given by a first class credit institution not affiliated to the counterparty are considered as equivalent to liquid assets; (ii) bonds issued or guaranteed by a Member State of the OECD or by their local public authorities or by supranational institutions and undertakings with EU, regional or world-wide scope; (iii) shares or units issued by money market UCIs calculating a daily net asset value and being assigned a rating of AAA or its equivalent; (iv) below; (v) shares or units issued by UCITS investing mainly in bonds/shares mentioned in (v) and (vi) bonds issued or guaranteed by first class issuers offering an adequate liquidity, or 17

18 (vi) shares admitted to or dealt in on a regulated market of a Member State of the OECD, on the condition that these shares are included in a main index. Such guarantee is not required in case of a standardized securities lending system organized by a recognized clearing institution or in case of a lending system organized by a financial institution subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by Community law and specialized in this type of transactions if the intermediary assures to the lender, through a guarantee or otherwise, the reimbursement of the value of the securities lent. The Company must ensure that the volume of the securities lending transactions is kept at an appropriate level or that it is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and that these transactions do not jeopardize the management of the Company s assets in accordance with its investment policy. The Company must make sure that it is able to claim its rights on the guarantee in case of the occurrence of an event requiring the execution thereof. Therefore, the guarantee must be available at all times, either directly or through the intermediary of a first class financial institution or a whollyowned subsidiary of this institution, in such a manner that the Company is able to appropriate or realize the assets given as guarantee, without delay, if the counterparty does not comply with its obligation to return the securities. During the duration of the agreement, the guarantee cannot be sold or given as a security or pledged, except when the Company has other means of coverage. 2. Sale with right of repurchase transactions / Reverse repurchase and Repurchase agreement transactions The Company may, acting as buyer, agree to purchase securities with a repurchase option (consisting of the purchase of securities with a clause reserving for the seller the right to repurchase the securities sold from the Company at a price and time agreed between the two parties at the time when the contract is entered into) or, acting as seller, agree to sell securities with a repurchase option (consisting of the sale of securities with a clause reserving for the Company the right to repurchase the securities from the purchaser at a price and at a time agreed between the two parties at the time when the contract is entered into); the Company may also enter into reverse repurchase agreement transactions(which consist of a forward transaction at the maturity of which the seller -counterparty - has the obligation to repurchase the asset sold and the Company the obligation to return the asset received under the transaction) and into repurchase agreement transactions (which consist of a forward transaction at the maturity of which the Company has the obligation to repurchase the asset sold and the buyer - the counterparty - the obligation to return the asset received under the transaction). The involvement of the Company in such transactions is however subject to the regulations set forth in CSSF Circular 08/356 concerning the rules applicable to undertakings for collective investment when they use certain techniques and instruments relating to transferable securities and money market instruments, as amended from time to time. Consequently, the Company must comply with the following rules: It may enter into these transactions only if the counterparties to these transactions are subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by Community law. 18

19 During the duration of a purchase with a repurchase option agreement or of a reverse repurchase agreement, it may not sell or pledge/give as security the securities which are the subject of the contract, before the counterparty has exercised its option or until the deadline for the repurchase has expired, unless it has other means of coverage. It must ensure that it is able, at all times, to meet its redemption obligations towards its shareholders. Securities that are the subject of purchase with a repurchase option transaction or of reverse repurchase agreements are limited to: - (i) short term bank certificates or money market instruments such as defined within Directive 2007/16/EC of 19 March 2007 implementing Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to certain UCITS as regards the clarification of certain definitions; - (ii) bonds issued or guaranteed by a Member State of the OECD or by their local public authorities or by supranational institutions and undertakings with EU, regional or world-wide scope; - (iii) shares or units issued by money market UCIs calculating a daily net asset value and being assigned a rating of AAA or its equivalent; - (iv) bonds issued by non-governmental issuers offering an adequate liquidity; - (v) shares quoted or negotiated on a regulated market of a European Union Member State or on a stock exchange of a Member State of the OECD, on the condition that these shares are included in a main index. The securities purchased with a repurchase option or through a reverse repurchase agreement transaction must be in accordance with the Company investment policy and must, together with the other securities that it holds in its portfolio, globally comply with its investment restrictions. 3. Investment techniques and instruments relating to transferable securities Each of the above Sub-funds may, under the conditions and within the limits laid down by law, regulation and administrative practice, employ techniques and instruments relating to transferable securities, provided that such techniques and instruments are used for the purpose of efficient portfolio management. a) Options on Transferable Securities Each Sub-fund may purchase and sell call and put options on securities only if traded on a regulated market which operates regularly and is recognized and open to the public or traded overthe-counter with broker-dealers who make a market in these options and who are first-class financial institutions with a high rating, specializing in these types of transactions and are participants in the over-the-counter markets. At the time of selling call options on securities, the Sub-funds must hold either the underlying securities or equivalent call options or other instruments which may be used to adequately cover the liabilities arising therefrom, such as warrants. The securities underlying said call options sold may not be realized as long as the options thereon shall not have expired, unless these are covered by matching options or by other instruments which may be used to this effect. 19

20 The same applies to matching call options or other instruments held by the Sub-Fund, if it does not hold the underlying securities at the time of selling the relevant options. As an exception to this regulation, a Sub-Fund may write uncovered call options on securities that it does not own at the conclusion of the option contracts if the following conditions are met: - the exercise price of the call options sold in this way does not exceed 25% of the Net Asset Value of the Sub-Fund. - the Sub-Fund must at all times be able to cover the positions taken on these sales. Where put options on securities are sold, they should be covered during the whole duration of the contract either by equivalent put options already purchased (closing sales), or by cash or liquid assets of an equivalent value. The total commitment arising on the sale of call and put options (excluding the sale of call options for which the Fund has adequate coverage) and the total commitment arising from financial futures and from transactions undertaken for purposes other than hedging may at no time exceed the total net asset value of the relevant Sub-Fund. b) Transactions Relating to Futures and Options on Financial Instruments Transactions relating to futures and options on financial instruments may only relate to contracts which are dealt in on a regulated market, operating regularly, recognized and open to the public or traded over-the-counter with broker-dealers who make market in these instruments and who are first-class financial institutions with a high rating specializing in these types of transactions and are participants in the over-the-counter markets. Transactions which are undertaken for purposes other than hedging Apart from option contracts on transferable securities and contracts relating to currencies, each Sub-fund may, for a purpose other than hedging, buy and sell futures contracts and option contracts on any type of financial instrument, provided that the total commitment arising on these purchase and sale transactions together with the total commitment arising on the sale of call and put options on transferable securities at no time exceeds its net asset value. Sales of call options on transferable securities for which the Sub-Fund has sufficient coverage are not included in the calculation of the total commitment referred to above. The commitment relating to options bought and sold is equal to the sum of the exercise prices of those options representing the net sold position in respect of the same underlying asset, without taking into account the respective maturities. General The total of the premiums paid to acquire put and call options on transferable securities, together with the total of the premiums paid for the acquisition of call and put options for purposes other than hedging may not exceed 15% of the total net assets of the relevant Sub-Fund. 20