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

21 D. Special Risk Considerations Prospective investors should give careful consideration to the following factors in evaluating the merits and suitability for investment in the shares of the Company: (i) The value of the Shares may fall as well as rise. There is no guarantee that the Company will meet its objectives. (ii) The services of the Directors and Depositary are not to be deemed exclusive to the Company. No provision of this Prospectus shall be construed to preclude the Directors and Depositary or any affiliate thereof from engaging in any other activity whatsoever and receiving compensation for providing services in the performance of any such activity. The Portfolio Manager, its officers, employees, agents and affiliates, or shareholders, and if any of the above are bodies corporate, any of their officers, employees, agents and affiliates or shareholders ( Interested Parties ) may be involved in other financial, investment or other professional activities which may on occasion cause conflicts of interest with the Company. The Portfolio Manager may, for example make investments on its own behalf or for other clients. The Company will be offered and will be able to participate (local regulations permitting) in all potential investments identified by the Portfolio Manager as falling within the investment policy of the Company, if it is then reasonably practicable for it to do so. (iii) The valuation of the Company s investments in other investment funds is determined by the managers or administration of those funds, normally based on unaudited interim valuations. Such valuations may be subject to adjustment (upward or downward) upon audit or at other times. Such funds are likely to have different valuation dates to those of the Company and such valuation dates may be less frequent than those of the Company. Accordingly, the net asset value of the Company may itself be subject to subsequent adjustment by reason of factors unrelated to the performance of the underlying investment. Shareholders should also be aware that risks may also be higher in the case of investments in UCIs domiciled in countries other than the European Union member states, Switzerland, U.S.A., Canada, Japan and Hong Kong due for instance to the absence of any supervisory authority comparable to the supervisory authorities of the countries named hereabove or to different clearance and settlement procedures. (iv) Shareholders should be aware that investments in other UCIs will require the payment of fees and charges such as management and advisory fees, auditors fees, depositary fees, central administration fees, subscription and redemption fees. Such fees will be borne by the relevant Sub-Fund. Consequently a double application of these fees takes place at the level of the Sub- Fund. However, investments in other UCIs of the Carnegie Group will not give rise to payment of subscription fees. (v) Certain of the Sub-Funds may invest in small cap companies. Investments in small cap companies tend to involve more risk and be more volatile than investments in larger companies. Small cap companies may be more susceptible to market declines because of their limited product lines, financial and management resources, markets and distribution channels. Their shares may be more difficult to sell at satisfactory prices during market declines. (vi) Certain of the Sub-Funds may invest in funds of hedge funds. Due to the structure of such fund of hedge funds these Sub Funds reduce the risks associated with many single manager funds, such as leverage, low diversification and lack of risk control. Funds of hedge funds are sometimes backed up with as many as 50 analysts who monitor, visit, analyse and build up portfolios of different managers investing in 5-10 different styles such as Macro-Driven, 21

22 Fixed Income Arbitrage and Equity Long/Short. However, investments in funds of hedge funds do involve various risks. Investments in funds of hedge funds will require payment of fees and charges such as management and advisory fees. Such fees will be borne by the relevant Sub-Fund. Consequently a triple application of these fees takes place at the level of the fund. Under certain periods these fees may considerably affect the net asset value of the relevant Sub-Fund. However, investments in other funds of hedge funds of the Carnegie Group, Optimized Portfolio Management Stockholm AB excluded, will not give rise to a triple application of fees. (vii) Certain of the Sub-Funds may borrow amounts, the value of which may be a maximum of 50% of their net assets, in order to increase the amount of capital available for investment. The amount of borrowings which a Sub-Fund may have outstanding at any time may be large in relation to its net assets. Consequently, the level of interest rates generally, and the rates at which the Sub-Fund can borrow in particular, will affect the operating results of the Sub-Fund. In particular the interest charges payable in respect of borrowings may be greater than the profit and capital gains generated by the assets of the Sub-fund. (viii) Certain of the Sub-Funds may invest in lower rated bonds or bonds with no rating. Securities rated below investment grate are considered speculative and may be questionable as to repayment of principal and interest. Such securities involve higher credit or liquidity risk. High Credit Risk: Lower rated debt securities, commonly referred to as junk bonds are subject to a substantially higher degree of risk than investment grade debt securities. During recessions, a high percentage of issuers of lower rated debt securities may default on payments of principal and interest. The price of a lower rated debt security may therefore fluctuate drastically due to unfavourable news about the issuer or the economy in general. High Liquidity Risk: During recessions and periods of broad market declines, lower rated debt securities could become less liquid, meaning that they will be harder to value or sell at a fair price. (ix) Certain of the Sub-Funds may invest in CFDs. Some of the risks associated with CFDs are as follows: The Sub-Funds may seek to protect or enhance the returns from the underlying assets by using CFDs and enter into foreign exchange transactions in currency. The ability to use this strategy may be limited by market conditions and regulatory limits and there can be no assurance that the objective sought to be attained from the use of this strategy will be achieved. Participation in currency exchange transactions involves investment risks and transaction costs to which the Sub-Funds would not be subject if the Sub-Funds did not use these strategies. If the portfolio manager s predictions of movements in the direction of the securities, foreign currency and interest rate markets are inaccurate, the adverse consequences to a Sub-Fund may leave the Sub-Fund in a worse position than if such strategies were not used. Risks inherent to CFDs include, but are not limited to: (a) dependence on the portfolio manager s ability to predict correctly movements in the direction of interest rates, securities pricing and currency markets; (b) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; (c) the possible absence of a liquid secondary market for any particular instrument at any time; and (d) the possible inability of a Sub-Fund to purchase or sell a portfolio security at a time that otherwise would be favourable for it to do so, or the possible need for a Sub-Fund to sell a portfolio security at a disadvantageous time. 22

23 Where a Sub-Fund enters into a CFD transaction it is exposed to a potential counterparty risk. In case of insolvency or default of the CFD counterparty, such event would affect the assets of the Sub-Fund. (x) Certain Sub-Funds may invest in derivatives and CDS (Credit Default Swaps) Options, Futures Swaps and Contracts for difference (CFD) The Sub-Funds may seek to protect or enhance the returns from the underlying assets by using options, futures, swaps and CFD contracts and enter into forward foreign exchange transactions in currency. The ability to use these strategies may be limited by market conditions and regulatory limits and there can be no assurance that the objective sought to be attained from the use of these strategies will be achieved. Participation in the options, futures, swaps, CFD contracts or in currency exchange transactions involves investment risks and transaction costs to which the Sub-Funds would not be subject if the Sub-Funds did not use these strategies. If the portfolio manager's predictions of movements in the direction of the securities, foreign currency and interest rate markets are inaccurate, the adverse consequences to a Sub-Fund may leave the Sub-Fund in a worse position than if such strategies were not used. Risks inherent to options, futures, foreign currency, swaps, CFD contracts and options on futures contracts include, but are not limited to (a) dependence on the portfolio manager's ability to forecast correctly the movements of interest rates, securities prices and currency markets; (b) imperfect correlation between the price of options, futures contracts and options thereon and movements in the prices of the securities or currencies being hedged; (c) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; (d) the possible absence of a liquid secondary market for any particular instrument at any time; and (e) the possible inability of a Sub-Fund to purchase or sell a portfolio security at a time that otherwise would be favourable for it to do so, or the possible need for a Sub- Fund to sell a portfolio security at a disadvantageous time. Where a Sub-Fund enters into swap or CFD transactions it is exposed to a potential counterparty risk. In case of insolvency or default of the swap or CFD counterparty, such event would affect the assets of the Sub-Fund. Credit Default Swaps (CDS) transactions The purchase of credit default swap protection allows a Sub-Fund, on payment of a premium, to protect itself against the risk of default by an issuer. In the event of default by an issuer, settlement can be effected in cash or in kind. In the case of a cash settlement, the buyer of the CDS protection receives from the seller of the CDS protection the difference between the nominal value and the attainable redemption amount. Where settlement is made in kind, the buyer of the CDS protection receives the full nominal value from the seller of the CDS protection and in exchange delivers to him the security which is the subject of the default, or an exchange shall be made from a basket of securities. The detailed composition of the basket of securities shall be determined at the time the CDS contract is concluded. The events which constitute a default and the terms of delivery of bonds and debt certificates shall be defined in the CDS contract. The Sub-Fund can if necessary sell the CDS protection or restore the credit risk by purchasing call options. Upon the sale of credit default swap protection, a Sub-Fund incurs a credit risk comparable to the purchase of a bond issued by the same issuer at the same nominal value. In either case, the risk in the event of issuer default is in the amount of the difference between the nominal value and the attainable redemption amount. 23

24 Besides the general counterparty risk, upon the concluding of credit default swap transactions there is also in particular a risk of the counterparty being unable to establish one of the payment obligations which it must fulfil. The Sub-Funds will ensure that the counterparties involved in these transactions are selected carefully and the risk associated with the counterparty is limited and closely monitored. (xi) Some of the risks associated with hedge funds and fund of hedge funds are as follows: - Use of Derivatives: Single manager hedge funds may participate in both the onexchange and OTC derivatives markets to protect or enhance the returns from the underlying assets. Derivatives contracts may involve these single manager hedge funds in long term performance or financial commitments, which may be magnified by leverage and changes in the market value of the underlying assets. When in the onexchange and OTC derivatives markets the single manager hedge funds will be exposed to: Market risk, which is the risk of adverse movements in the value of a derivative contract in consequence of changes in the price or value of the underlying; Liquidity risk, which is the risk that a party will be unable to meet its current obligations; and Managerial risk, which is the risk that a party s internal risk management system is inadequate or otherwise may fail to properly control the risks of transacting in derivatives. - Trading in Futures and Options: The value of exchange-traded and OTC derivative instruments and those entered into by private agreement can be extremely volatile. Payments made pursuant to swap agreements also may be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. The single manager hedge funds may engage in the trading of options. Options may be more volatile than their underlying securities and therefore, on a percentage basis, an investment in options may be subject to greater fluctuations than an investment in the underlying security. - The valuation of each of the Sub-Fund s investments in other investment funds is determined by the managers or administration of those funds, normally based on unaudited interim valuations. Such valuations may be subject to adjustment (upward or downward) upon audit or at other times. Such funds are likely to have different valuation dates to those of the Sub-Funds and such valuation dates may be less frequent than those of the Sub-Funds. - Short Selling: The single manager hedge funds may sell securities short. Short selling exposes the seller to theoretically unlimited risk due to the lack of an upper limit on the price to which a security may rise. Brokers may also force the single manager hedge funds to cover a short position at an inappropriate time. Further, margin calls from short selling can result in both lost opportunity costs and increased interest costs. 24

25 - Hedging: The single manager hedge funds may in certain cases employ various hedging techniques to reduce the risk of investment positions. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the value of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions value. Such hedge transactions also limit the opportunity for gain if the value of the portfolio position should increase. - Leverage: The single manager hedge funds may borrow funds in order to increase the amount of capital available for investments. The amount of borrowings which the single manager hedge funds may have outstanding at any time may be large in relation to its equity capital. Consequently, the level of interest rates generally, and the rates at which the single manager hedge funds can borrow in particular, will affect the operating results of the single manager hedge funds. In particular interest charges payable in respect of borrowings may be greater than the profit and capital gains generated by the assets of the single manager hedge funds. Leverage may also be created using exchange traded and over the counter derivatives. The use of leverage exposes the single manager hedge funds to increased operational and market risks. VI. DISTRIBUTION POLICY No distributions are contemplated in relation to the accumulation shares and the proportionate amount of trading gains and net investment income relating to that Class will be automatically reinvested. The net income allocated to the distribution shares shall be available for distributions to holders of such shares. The net income allocated to the accumulation shares shall be added to the portion of net assets corresponding to the accumulation shares. No distribution may be made that would lead to the minimum capital of the Company falling below the equivalent in SEK of 1,250,000 euros. VII. NET ASSET VALUE The Net Asset Value of each Sub-Fund will be expressed in the reference currency of the respective Sub-Fund as a per share figure, and shall be determined on any Valuation Date (as defined below) by CARNEGIE FUND SERVICES S.A. (the Management Company ). The Net Asset Value shall be determined on any such Valuation Date by dividing the value of the net assets of the Sub-Fund (i.e., the value of the assets of the Sub-Fund less its liabilities) by the number of shares then outstanding. The Net Asset Value of each Sub-Fund will be calculated on the basis of the last available prices on each Luxembourg bank business day (each a "Valuation Date"). When a relevant Valuation Date falls on a Luxembourg bank holiday, such Valuation Date will be the next business day, which is not a bank holiday in Luxembourg. Suspension of the calculation of Net Asset Value and of the issue, conversion and repurchase of shares. 25

26 The calculation of the Net Asset Value of the shares of any Sub-Fund and the issue, conversion and redemption of the shares of any Sub-Fund may be suspended in the following circumstances: during any period (other than ordinary holidays or customary weekend closings) when any market or stock exchange is closed, which is the main market or stock exchange for a significant part of the Sub-Fund's investments, or in which trading therein is restricted or suspended; or during any period when an emergency exists as a result of which it is impossible to dispose of investments that constitute a substantial portion of the assets of a Sub-Fund; or during any breakdown in the means of communication normally employed in determining the price of any of the Sub-Fund's investments or of current prices on any stock exchange; or when for any reason the prices of any investment owned by the Sub-Fund cannot, under the control and liability of the Board of Directors, be reasonably, promptly or accurately ascertained; or during the period when remittance of monies that will or may be involved in the purchase or sale of any of the Sub-Fund's investments cannot, in the opinion of the Board of Directors, be carried out at normal rates of exchange; or following a decision to liquidate or dissolve the Company or one or several Sub-Funds; or whenever exchange or capital movement restrictions prevent the execution of transactions on behalf of the Company or in case purchase and sale transactions of the Company's assets are not realisable at normal exchange rates; or during any period when the net asset value of one or more UCI, in which a Sub-Fund has invested and the units or the shares of which constitute a significant part of the assets of the Sub-Fund, cannot be determined accurately so as to reflect their fair market value as at the Valuation Date. The suspension of the calculation of the Net Asset Value and of the issue, conversion and redemption of the shares shall be published in a Luxembourg newspaper and in one newspaper of more general circulation. Any such suspension shall be notified to the existing shareholders, as well as to the shareholders requesting subscription, conversion or redemption of shares on the day following their request. Pending subscription, conversion and redemption requests can be withdrawn after written notification as long as these notifications reach the Company before the end of the suspension. Pending requests will be considered on the first Valuation Date following the end of the suspension. In the case where the calculation of the Net Asset Value is suspended for a period exceeding one month all shareholders will be personally notified. 26

27 The Net Asset Value of the shares shall be assessed as follows: I. The assets of each Sub-Fund shall include: 1. all cash in hand and on deposit, including interest due but not yet collected and interest accrued on these deposits up to the Valuation Date; 2. all bills and demand notes and accounts receivable (including proceeds from the sale of securities for which the price has not yet been received); 3. all securities, units, shares, debt securities, option or subscription rights and other investments and transferable securities owned by the Company; 4. all dividends and distribution declared to be received by the Company in cash or securities insofar as the Company is aware of same; 5. all interest due but not yet received and all interest yielded up to the Valuation Date by securities owned by the Company, unless this interest is included in the principal amount of such securities; 6. the incorporation expenses of the Company if such were not amortised; and 7. all other assets of any kind whatsoever, including any expenses paid in advance. The value of the assets of each Class of shares in each Sub-Fund shall be determined as follows: (a) (b) (c) (d) (e) The value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, dividends and interests declared or due but not yet collected will be deemed to be the full value thereof, unless it is unlikely that such values are received in full, in which case the value thereof will be determined by deducting such amount the Directors consider appropriate to reflect the true value thereof. Securities and money market instruments admitted to official listing on a stock exchange or which are traded on another regulated market which operates regularly and is recognised and open to the public are valued at the last available price on such stock exchange or market. If the same security or money market instrument is quoted on different markets, the quotation of the main market for this security or money market instrument will be used. Securities or money market instruments not listed on any stock exchange or traded on any regulated market or securities or money market instruments for which no price quotation is available or for which the price referred to in (b) is not representative of the fair market value, will be valued prudently, and in good faith on the basis of their reasonable foreseeable sales prices. investments in investment funds of the open-ended type are taken at their latest net asset values reported by the administrator of the relevant investment fund. Futures and options are valued on the basis of their closing price on the concerned market on the preceding day. The prices used are the liquidation prices on the futures markets. 27

28 (f) (g) Swaps are valued at their real value, which is based on the last known traded closing price of the underlying security. Assets expressed in a currency other than the Reference Currency shall be converted on the basis of the rate of exchange ruling on the relevant business day in Luxembourg. II. The Company's liabilities shall include: 1. all borrowings, bills matured and accounts payable; 2. all known liabilities, whether or not due, including all matured contractual commitments where such commitments involve a payment either in cash or in kind, including the amount of dividends declared but not paid by the Company if the Valuation Date coincides with the date at which the persons who are or will be entitled to such dividends are determined; 3. all reserves, authorised or approved by the Directors, in particular those that have been built up to reflect a possible depreciation on some of the Company's assets; 4. All other commitments of the Company of any kind whatsoever other than commitments represented by the shares of the Company. For the purpose of estimating the amount of such commitments the Company shall take into account all of its payable expenses such as described the section Expenses below including, without limitation, all taxes levied on the assets and the income of the Company (in particular, but not limited to, the taxe d abonnement and any stamp duties payable), fees for legal and auditing services, costs of any proposed listings and of maintaining such listings, promotion, printing, reporting and publishing expenses (including reasonable marketing and advertising expenses) of prospectuses, KIIDs, addenda, explanatory memoranda, registration statements, global note if any, annual reports and semi-annual reports, all reasonable out-of-pocket expenses of the directors, all taxes levied on the assets, registration fees and other expenses payable to governmental and supervisory authorities in any relevant jurisdictions, insurance costs, costs of extraordinary measures carried out in the interests of shareholders (in particular, but not limited to, arranging expert opinions and dealing with legal proceedings) and all other operating expenses, including fees payable to trustees, fiduciaries, correspondent banks and local paying agents and any other agents employed by the Company, the cost of buying and selling assets, customary transaction fees, commissions and compliance fees charged by depositary banks or their agents (including free payments and receipts and any reasonable out-of-pocket expenses, i.e. stamp taxes, registration costs, scrip fees, special transportation costs, etc.), customary brokerage fees and commissions charged by banks and brokers for securities transactions and similar transactions, interest and postage, telephone, facsimile, telex charges and all the costs related to securities lending transactions (agency fees and transactions costs), shall be borne by the Company and all other administrative costs. For the purpose of estimating the amount of such liabilities, the Company may factor in any regular or recurrent administrative and other expenses on the basis of an estimate for the year or any other period by dividing the amount in proportion to the fractions of such period. 28

29 III. The Board of Directors shall establish a portfolio of assets for each Sub-Fund, and for one or more classes of shares when such classes are issued in the manner prescribed hereafter: a) the proceeds from the issue of the shares of each Sub-Fund shall be attributed, in the books of the Company, to the portfolio of assets established for such Sub-Fund, it being understood that if a portfolio of assets is established for one or more classes of shares as indicated above, the following rules shall apply mutatis mutandis to such classes of shares, and the assets, liabilities, income and expenses relating to such Sub-Fund or such classes of shares shall be attributed to this portfolio of assets in accordance with the provisions of this Article; b) if an asset derives from another asset, such derived asset shall be attributed, in the books of the Company, to the same portfolio to which the asset generating it belongs and at each revaluation of an asset, the increase or reduction in value shall be attributed to the portfolio to which such asset belongs; c) when the Company pays any liability which relates to an asset of a given portfolio or relates to an operation carried out in connection with an asset of a given portfolio, this liability shall be attributed to the portfolio in question; d) if an asset or liability of the Company may not be attributed to a given collection, such asset or liability shall be attributed to all the portfolios in proportion to the net values of the various Sub-Funds; it being understood that : 1) all unsubstantial amounts may be apportioned between all the portfolios; and 2) the Board of Directors may allocate expenses, after having consulted the Company s auditor, in an equitable and reasonable manner while taking into account all the circumstances; and 3) the directors may reattribute an asset or liability previously attributed if they deem that such is required by the circumstances. IV. For the purposes of this Chapter a) the shares for which subscriptions have been accepted but for which payment has not yet been received, shall be regarded as existing as from the close of the Valuation Date on which their price was determined. The price, until it is received by the Company, shall be regarded as a claim of the Company; b) each share of the Company which is in the process of being repurchased shall be regarded as an issued and existing share until after the close of the aforesaid Valuation Date and shall, as from such day and until the price thereof is paid, be regarded as a liability of the Company; c) all investments, cash balances or other assets of the Company which are not expressed in the Sub-Fund s reference currency shall be valued after taking into account the current exchange rates at the day and time the value of the shares is determined and d) as far as possible, any purchase or sale of transferable securities contracted by the Company shall take effect on the Valuation Date. 29

30 In the absence of bad faith, gross negligence or manifest error, every decision taken by the Board of Directors or by a designee of the Board of Directors in calculating the Net Asset Value, shall be final and binding on the Company, and present, past or future shareholders. The result of each calculation of the Net Asset Value shall be certified by a director or a duly authorised representative or a designee of the Board of Directors. The percentage of the total Net Asset Value allocatable to each Class of shares of each Sub- Fund shall be determined on the establishment of the Company by the ratio of the shares issued in each Class of each Sub-Fund to the total number of shares issued and shall be adjusted subsequently in connection with the distributions effected and the issue and redemption of shares as follows: 1. On each occasion when in a Sub-Fund a distribution is effected on Distribution Class shares, the Net Asset Value of the shares in the Class shall be reduced by the amount of the distribution (causing a reduction in the percentage of Net Asset Value allocatable to the shares of this Class), whereas the Net Asset Value of Accumulation Class shares shall remain unchanged (causing an increase in the percentage of Net Asset Value allocatable to that Class of shares). 2. On each occasion when shares are issued or redeemed, the Net Asset Value that can be allocated to the corresponding Class of shares shall be increased or reduced by the amount received or paid out by the Company. In addition, appropriate provisions will be made to account for the charges and fees charged to the Sub-Funds as well as accrued income on investments. In the event it is impossible or incorrect to carry out a valuation in accordance with the above rules owing to extraordinary circumstances or events, the Board of Directors may use other generallyrecognised valuation principles, which can be examined by an auditor, in order to reach a proper valuation of each Sub-Fund's total assets. VIII. ISSUE OF SHARES The Directors reserve the right to reject any application in whole or in part, without giving the reasons therefor. Initial Subscription Period Subscriptions for the initial offer of shares of 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 will be from 1 st January 2015 to 13 February 2015 at the initial following subscription price per share in each Sub-Fund with payment at the latest on 18 February

31 Carnegie Wealth Management Fund Sicav Shield Fund Class Reference Currency Initial Subscription Price RD1 SEK 100 RD2 SEK 100 RA1 SEK 100 RA2 SEK 100 ID1 SEK 100 ID2 SEK 100 IA1 SEK 100 IA2 SEK 100 Carnegie Wealth Management Fund Sicav Build Fund Class Reference Currency Initial Subscription Price RD1 SEK 100 RD2 SEK 100 RA1 SEK 100 RA2 SEK 100 ID1 SEK 100 ID2 SEK 100 IA1 SEK 100 IA2 SEK 100 Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund Class Reference Currency Initial Subscription Price IA1 SEK 100 Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund Class Reference Currency Initial Subscription Price IA1 SEK

32 Subsequent Subscriptions After the Initial Offering Period, the shares of each Class are offered for sale on each Valuation Date except in case of suspension of the Net Asset Value determination as under the section entitled Net Asset Value. The Board of Directors may, if it deems appropriate, close the a Sub- Fund to new subscriptions. Upon such a decision being made an addendum to this Prospectus shall be issued. Shares of a Class of a Sub-Fund will be issued at a subscription price based on the relevant Net Asset Value per share determined on each Valuation Date (see Net Asset Value" section). Minimum Investment Minimum initial investments in each Sub-Fund will amount to SEK 500,000 for Classes of shares reserved to retail investors and SEK 5,000,000 for Classes of shares reserved to institutional investors. The Board of Directors may, in its discretion, increase the minimum amount of any subscription in the Company. Upon such an increase an addendum to this Prospectus shall be issued. Subscription Application and Cut-Off Time If a subscription application is to be carried out at the Net Asset Value prevailing on a Valuation Date, the application must be received by the Central Administration Agent no later than 3.00 pm Luxembourg time on the relevant Valuation Date. Any application received after such time, or on any day that is not a Valuation Date, shall be calculated on the basis of the Net Asset Value calculated on the immediately following Valuation Date. In order to comply with applicable money laundering legislation, investors must submit, along with their application form, documents that prove their identity to the Central Administration Agent. Subscription Fee A subscription fee, payable to the Sub-Fund, of up to five per cent (5%) of the Net Asset Value of the shares to which the application relates may be charged upon a subscription for shares of the Sub-Fund, provided that the same subscription fee shall be applied to all shareholders subscribing on the same Valuation Date. Subscription-in-kind The Company may also accept securities as payment of the shares provided that the securities meet the investment policy and investment restrictions of the Company. In such case, the independent auditor of the Company shall establish a report to value the contribution in-kind, the expenses of which shall be borne by either the subscriber who has chosen this method of payment or by the Portfolio Manager, if so agreed. Miscellaneous The subscription price of each share is payable by wire transfer within three business days (when banks are open for business in Luxembourg) following the Valuation Date. All shares will be allotted immediately upon subscription and such allotment is conditional upon receipt by the Company of notification of receipt of the full settlement amount. Payments shall be made in the Reference Currency of the Sub-Fund. 32

33 If payment is made in a currency other than the Reference Currency of the Sub-Fund, the Company will enter into an exchange transaction, at the expense of the relevant shareholder, at market conditions and this exchange transaction could lead to a postponement of the allotment of shares. The issue of shares of any Sub-Fund shall be suspended on any occasion when the calculation of the Net Asset Value thereof is suspended. IX. CONVERSION OF SHARES Conversion Application and Cut-Off Time Shares of any Class of any Sub-Fund may be converted into shares of other Class of the same Sub-Fund or of any other Sub-Fund upon written instructions addressed to the registered office of the Management Company provided that the conditions of access which apply to the said Class are fulfilled. Shareholders may be requested to bear the difference in the subscription fee between the Class of the Sub-Fund they leave and the Class of the Sub-Fund of which they become shareholders, should the subscription fee of the Class of the Sub-Fund into which the shareholders are converting their shares be higher than the subscription fee of the Class of the Sub-Fund they leave. Conversion orders received on a Valuation Date by no later than 3:00 p.m. (Luxembourg time) will be dealt with on the basis of the relevant Net Asset Value established on that Valuation Date. Conversion requests received after 3:00 p.m. on a Valuation Date or on any day, which is not a Valuation Date will be dealt with on the basis of the Net Asset Value of the next Valuation Date. Conversion of shares will only be made on a Valuation Date if the Net Asset Value of both Sub- Funds is calculated on that day. The Board of Directors will determine the number of shares into which an investor wishes to convert his existing shares in accordance with the following formula: A = A = B = C = D = E = (B x C) - D * EX E The number of shares in the new Sub-Fund or new Class of the same Sub-Fund to be issued The number of shares in the original Sub-Fund Fund or in the original Class of the same Sub-Fund The Net Asset Value per share in the original Sub-Fund or in the original Class of the same Sub-Fund The conversion fee, if any, which is equal to up to 0.5% of BxC. The Net Asset Value per share of the new Sub-Fund or new Class of the same Sub-Fund EX: being the exchange rate on the conversion day in question between the currency of the Sub- Fund or the Class to be converted and the currency of the Sub-Fund or the Class to be assigned. In the case no exchange rate is needed the formula will be multiplied by 1. 33

34 Conversion Fee A conversion fee, payable to the Sub-Fund from which the shareholder is redeeming, of up to 0.5% may be charged upon a conversion of shares provided that the same conversion fee shall be applied to all shareholders converting on the same Valuation Date. Miscellaneous If requests for conversion and/or redemption on any Valuation Date exceed 10% of the Net Asset Value of a Class of a Sub-Fund s shares, the Company reserves the right to postpone the conversion and/or redemption of all or part of such shares to the following Valuation Date. On the following Valuation Date such requests will be dealt with in priority to any subsequent requests for conversion and/or redemption. The conversion of shares of any Sub-Fund shall be suspended on any occasion when the calculation of the Net Asset Value thereof is suspended. X. REDEMPTION OF SHARES Shares are redeemable on each Valuation Date on the basis of the Net Asset Value per share of that Sub-Fund calculated on the relevant Valuation Date except in case of suspension of the Net Asset Value determination (see "Net Asset Value" section). The redemption price per Class of share will be the relevant Net Asset Value per Class of share as of the relevant Valuation Date. Redemption Fee There is no redemption fee. Redemption Application and Cut-Off Time If a redemption application is to be executed at the Net Asset Value per share prevailing on a Valuation Date, the application form must be received by the Management Company no later than 3.00 pm Luxembourg time on the relevant Valuation Date. Any application received after such time, or on any day that is not a Valuation Date, will be executed on the basis of the Net Asset Value calculated on the next following Valuation Date. The Company will redeem shares in the order they were first purchased by the shareholder (that is, in a first-in first-out basis). The redemption application must indicate the number of Class of shares to be repurchased as well as all useful references allowing the settlement of the repurchase such as the name in which the shares to be redeemed are registered, if applicable, and the necessary information as to the person to whom payment is to be made. Miscellaneous The shares that are redeemed will be cancelled by the Company. 34

35 Except in the event of suspension of the calculation of the Net Asset Value or in the event of extraordinary circumstances, such as, for example, an inability to liquidate existing positions, or the default or delay in payments due to the Company from brokers, banks or other persons, payment of redemptions will be made within a reasonable time, typically within five business days when banks are open for business in Luxembourg following the Valuation Date, provided that the Depositary has received all the documents certifying the redemption. If requests for redemptions on any Valuation Date exceed 10% of the Net Asset Value of a Class of a Sub-Fund s shares, the Company reserves the right to postpone the redemption of all or part of such shares to the following Valuation Date. On the following Valuation Date such requests will be dealt with prior to any subsequent requests for redemptions. All requests will be dealt with in strict order in which they are received. Redemption proceeds will be paid in the Reference Currency of the respective Sub-Fund. Redemption proceeds will be paid in the reference currency of the respective Sub-Fund but investors may, if they so wish, receive their redemption proceeds in any other currency. If payment is made in another currency than the reference currency of the relevant Sub-Fund, the Company, at the expense of the relevant shareholder, will enter into an exchange transaction at market conditions. Investors should note that any repurchase of shares by the Company will take place at a price that may be more or less than the shareholder's original acquisition cost, depending upon the value of the assets of the Company at the time of such redemption. The redemption of shares of any Sub-Fund shall be suspended on any occasion that the calculation of the Net Asset Value thereof is suspended. Compulsory Redemption Shares may be compulsorily redeemed if, in the opinion of the Directors, the subscription for, or holding of, the shares is, or was, or may be unlawful or detrimental to the interest or well-being of the Company, or is in breach of any law or regulation of a relevant country. XI. MARKET TIMING POLICY Subscriptions and redemptions of shares are executed at an unknown Net Asset Value. The Company shall not permit transactions that it knows to be, or has reason to believe to be, related to market timing and it uses its best available means to avoid such practices. The Company does not authorise any practices associated with market timing and the Company reserves the right to reject subscription orders coming from an investor whom the Company suspects to be engaging in such practices and to take, if need be, necessary measures for protecting the Company s other shareholders. XII. TAXATION Under Luxembourg law, there are currently no Luxembourg income, withholding or capital gains taxes payable by the Company. The Company will, however, be subject to two taxes. The first is a fixed registration duty ( droit fixe spécifique d enregistrement à titre rémunératoire ) of seventy-five euros (EUR 75.-). 35

36 The second is an annual tax of 0.05 per cent (0.05%), calculated and payable quarterly, on the aggregate Net Asset Value of the outstanding shares of the Company at the end of each quarter. This rate is reduced to 0.01 per cent (0.01%) for classes of shares reserved exclusively to institutional investors. Under current Luxembourg law, shareholders are normally not subject to any Luxembourg capital gains, income, withholding, gift, estate, inheritance or other tax with respect to shares owned by them (except, where applicable, shareholders who are domiciled or reside in or have permanent establishment in Luxembourg or certain former residents of Luxembourg who hold at least 10% of the Company s shares or non-residents of Luxembourg, who hold more than 10% of the capital of the Company and who dispose of all or part of their holdings within 6 months from the date of acquisition). Prospective investors should inform themselves as to the taxes applicable to the acquisition, holding and disposition of shares of the Company and to distributions in respect thereof under the laws of the countries of their citizenship, residence or domicile. XIII. MANAGEMENT COMPANY/ AIFM Pursuant to a Management Company Agreement dated 10 November 2014, the Board of Directors has appointed CARNEGIE FUND SERVICES S.A. as management company (the Management Company ), a société anonyme incorporated under Luxembourg law and duly authorised as a UCITS management company under Chapter 15 of the 2010 Law and as an alternative investment fund manager ( AIFM ) under the AIFM Law. The Management Company performs its mandate as AIFM in compliance with the provisions of the AIFM Law, including any related laws, circulars or regulations that are in force and applicable to AIFMs, including but not limited to the Commission Delegated Regulation of 19 December In compliance with the AIFM Law, the Management Company is capitalised at all times to meet the minimum share capital requirement (EUR 125,000) applicable to external AIFMs under the AIFM Law. In addition, the Management Company retains additional own funds amounting to at least 0.01% of the value of portfolios of AIFs under its management, to cover its professional liability risks pursuant to article 8(7) of the AIFM Law. The Management Company shall be in charge of the management, the administration and the distribution of the shares of the Company. In such capacity the Management Company furnishes administrative and clerical services, including registration and transfer agent services for the shares in each Sub-Fund of the Company. It further assists in the preparation of and filing with the competent authorities of financial reports. Furthermore, the Management Company shall act as domiciliation agent for the Company. The Management Company shall be responsible for the implementation of the investment policy of all Sub-Funds. The Management Company may at its own expense and under its control and supervision appoint one or more investment advisers/managers to provide investment information, recommendations and research concerning prospective and existing investments and to deal with the day-to-day management of the portfolio of the Sub-Funds. 36

37 The Management Company shall be responsible for the distribution and marketing of the shares of the Company in those jurisdictions in which the Company obtains a marketing permission. The Management Company is empowered to appoint at its own expense and under its control and supervision the sub-distributors for the shares of the Company. The Management Company is entitled to delegate at its own expense and under its control and supervision the functions of central administration for the Company. In such event the prospectus will be updated accordingly. CARNEGIE FUND SERVICES S.A. was incorporated under the laws of Luxembourg on January 13, 2011 for an unlimited duration. The subscribed capital of CARNEGIE FUND SERVICES S.A. is EUR 500, In consideration for its services the Management Company will receive: 1. a fixed management fee calculated and accrued on each Valuation Date and payable monthly. This fee is as follows: Carnegie Wealth Management Fund Sicav Shield Fund: Classes RD1 and RA1: maximum 1.0% Classes RD2 and RA2: maximum 2.0% Classes ID1 and IA1: maximum 0.75% Classes ID2 and IA2: maximum 1.50% Carnegie Wealth Management Fund Sicav Build Fund: Classes RD1 and RA1: maximum 2.0% Classes RD2 and RA2: maximum 3.0% Classes ID1 and IA1: maximum 1.0% Classes ID2 and IA2: maximum 2.50% Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund: Class IA1: maximum 2.0% Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund: Class IA1: maximum 2.0% 2. for each sub-fund, a fixed annual fee for domiciliation and administrative services of EUR 25,000.- plus a variable annual fee for central administration, risk monitoring, registrar and transfer agency services calculated as follows: i. Minimum EUR 35,000 p.a. ii % p.a. for NAV from EUR 0 to EUR 250 Million iii % p.a. for NAV from EUR 250 to EUR 500 Million iv % p.a. for NAV over EUR 500 Million XIV. INVESTMENT MANAGERS The Management Company has appointed CARNEGIE INVESTMENT BANK AB, Stockholm as Investment Manager for Carnegie Wealth Management Fund Sicav Shield Fund and Carnegie Wealth Management Fund Sicav Build Fund and CARNEGIE FONDER AB, 37

38 Stockholm as Investment Manager for Carnegie Wealth Management Fund Sicav Unconstrained Nordic Bond Fund and Carnegie Wealth Management Fund Sicav All Cap Swedish Equity Fund. The Investment Managers, in the execution of their duties and the exercise of their powers, shall be responsible for compliance with the investment policy and restrictions of the Company, under the ultimate supervision and responsibility of the Management Company. The Investment Managers will further be responsible for monitoring the overall portfolio of the Company and determining the required ratios in order to keep a satisfactory level of liquidity within the Company. The Investment Managers performs their services pursuant to Investment Management Agreements with the Management Company dated 10 November The Investment Management Agreements are entered into for an undetermined duration and may be terminated at any time by either party upon 90 days prior notice or unilaterally by the Management Company in case of serious misconduct on the part of the Investment Manager. Under the terms of the Investment Management Agreements, the Investment Managers may subcontract, partly or entirely, to a third party the services delivered to the Management Company within the limits of and in line with the provisions relating to delegation and sub-delegation of AIFM functions under the AIFM Law. Such sub-contracting is at the Investment Manager s own expense and responsibility, but with the prior approval of the Company and the CSSF. Whenever the Investment Managers do so, this Prospectus will be updated in such respect. The Investment Managers will be paid out of the Management Company s fees. XV. DEPOSITARY Depositary BANQUE CARNEGIE LUXEMBOURG S.A. has been appointed to act as the depositary of the Company s assets (the Depositary ) by the Company pursuant to Depositary Agreement entered into with the Company on 10 November The Depositary Agreement may be amended upon the mutual agreement of the parties. The Depositary has been appointed for an undetermined duration. Cash and other assets constituting the assets of the Company shall be held by the Depositary on behalf of and for the exclusive interest of the shareholders. The Depositary may, with the agreement of the Company, entrust the safe-keeping of securities to other banks, to financial institutions, or to securities clearinghouses such as Clearstream Banking and Euroclear, provided such delegation is within the limits of an in accordance with the AIFM Law provisions on delegation by a depositary of its safe-keeping duties. The Depositary s liability shall not be affected by any delegation of its safe-keeping duties, unless such liability has been discharged in accordance with the AIFM Law. The Depositary may dispose of the Company s assets and make payments to third parties on behalf of the Company pursuant to instructions from the Company in compliance with the Articles and the 2010 Law and AIFM Law. 38

39 For losses of financial instruments, the Depositary shall, in compliance with Luxembourg law, be liable to the Company or its shareholders, with a duty of return, for the loss by either the Depositary or a third party to whom the safe-keeping of financial instruments has been delegated, provided the loss has not arisen as a result of an external event beyond its reasonable control, unless the Depositary has discharged itself of such liability in accordance with the AIFM Law. For losses of other assets, the Depositary shall be liable to the Company or its shareholders for all other losses suffered by them as a result of the Depositary s negligent or intentional failure to properly fulfil its obligations under the Depositary Agreement. The Depositary or the Company may, at any time, subject to prior notice of at least three (3) months from one party to the other, terminate the Depositary s duties, it being understood that the Company is under a duty to appoint a new depositary who shall assume the functions and responsibilities defined by the 2010 Law, the AIFM Law and the Articles. Pending its replacement, which must take place within two (2) months from the time the notice shall have elapsed, the Depositary shall take all necessary steps for the safekeeping of the interests of the shareholders. The Depositary, BANQUE CARNEGIE LUXEMBOURG S.A., was incorporated on April 13, 1993 as a public limited company (société anonyme), and was the result of the scission of Nordbanken Luxembourg S.A., itself incorporated in Luxembourg under the name of Pkbanken International Luxembourg S.A. on August 6, The scission, within the scope of articles 288 and 307 of the 1915 Law, as amended by the law of September 7, 1987, consisted of the allocation of the entirety of the assets and liabilities of Nordbanken Luxembourg S.A., without liquidation, to two new companies incorporated in Luxembourg, of which BANQUE CARNEGIE LUXEMBOURG S.A. was one. The scission was executed with effect from January 1, 1993 and under the terms and conditions of the projet de scission published on March 9, 1993, in Mémorial C number 106. At the end of December 2013, its capital and reserves amounted to EUR 24.2 million with total assets of over EUR 384 million. Fees In consideration for its services as Depositary, BANQUE CARNEGIE LUXEMBOURG S.A. will receive from the Company an annual fixed custody fee, payable monthly, equal to 0.05 per cent of the average Net Asset Value of each Sub-Fund, plus external sub-custody costs. XVI. ANTI-MONEY LAUNDERING PROVISIONS Pursuant to Luxembourg law and regulations relating to the fight against money laundering and the prevention of the use of the financial sector for money laundering purposes, obligations have been imposed on all professionals of the financial sector to prevent the use of undertakings for collective investment for money laundering purposes. In order to contribute to the fight against money laundering of funds, subscription requests by prospective investors in the Company must include a certified copy (by one of the following authorities: embassy, consulate, notary, police, commissioner) of (i) the investor s identity card in 39

40 the case of individuals, and (ii) the articles of incorporation as well as an extract of the register of commerce for corporate entities in the following cases: a) Direct subscriptions to the Company, b) Subscription via a professional of the financial sector who is domiciled in a country in which it is not legally obliged to use an identification procedure equivalent to the Luxembourg laws in the fight against the laundering of funds through the financial system, c) Subscription via a subsidiary or a branch of which the parent company is subject to an identification procedure equivalent to the one required by Luxembourg law if the law applicable to the parent company does not oblige it to ensure the application of these measures by its subsidiaries or branches. In those circumstances listed above, the underlying beneficiaries in the Company have to be disclosed to the Company. Moreover, the central administration of the Company is legally responsible for identifying the origin of funds transferred from banks not subject to identification procedures equivalent to the ones required by Luxembourg law. Subscriptions may be temporarily suspended until funds have been correctly identified. It is generally admitted that professionals of the financial sector residing in countries adhering to the conclusions of the GAFI report (Groupe d Action Financière sur le blanchiment de capitaux) are considered as being subject to an identification procedure equivalent to the one required by Luxembourg law. The central administration of the Company may require, at any time, additional documentation relating to an application for shares. If an investor is in any doubt with regard to this legislation, the Company will provide him with a money-laundering checklist. Failure to provide additional information may result in an application not being processed. XVII. EXPENSES The Company shall bear the following expenses: any fees paid to the Management Company; Depositary fees. all taxes that may be payable on the assets, income and expenses chargeable to the Company; standard brokerage and bank charges incurred on the Company's business transactions; all fees due to the Auditor and the Legal Counsel to the Company; all expenses connected with publications and supply of information to shareholders, in particular, the cost of printing and distributing the annual financial report and the prospectus; all expenses involved in registering and maintaining the Company registered with all governmental agencies and stock exchanges; 40

41 all expenses incurred in connection with its incorporation, operation and its management. All recurring expenses will be charged first against current income, then, should this not suffice, against realised capital gains, and, if need be, against assets. Any costs, which are not attributable to a specific Sub-Fund, incurred by the Company will be charged to all Sub-Funds in proportion to their average Net Asset Value. Each Sub-Fund will be charged with all costs or expenses directly attributable to it. The different Sub-Funds of the Company have a common generic denomination and an portfolio manager which determine their investment policy and its application to the different Sub-Funds in question via a single Board of Directors of the Company. Under Luxembourg law, the Company including all its Sub-Funds, is regarded as a single legal entity. However, each Sub-Fund shall be liable for its own debts and obligations. In addition, for the purpose of the relations between the shareholders, each Sub-Fund will be deemed to be a separate entity having its own contributions, capital gains, losses, charges and expenses. XVIII. NOTICES Notices to shareholders are available at the Company's registered office. If required by law, they are also published in the Mémorial and in the "Luxemburger Wort". The Net Asset Value of each Sub-Fund and the issue and redemption prices thereof will be available at all times at the Company's registered office. All reports will be available at the Company's registered office. Audited annual reports containing, inter alia, a statement regarding the Company's and each of its Sub-Funds' assets and liabilities, the number of outstanding shares and the number of shares issued and redeemed since the date of the preceding report, as well as semi-annual unaudited reports, will be made available at the registered office of the Company not later than four months, after the end of the Fiscal Year in the case of annual reports and, two months after the end of such period in the case of semi-annual reports. The first report shall be the semi-annual report prepared with regard to the period starting with the date of incorporation of the Company and ending on June 30, Thereafter, the first audited annual report shall be the annual report prepared with regard to the period starting with the date of the incorporation of the Company and ending on December 31, XIX. LIQUIDATION OF THE COMPANY, LIQUIDATION, MERGER OR CONTRIBUTION OF A SUB-FUND In the event of the dissolution of the Company by decision of the shareholder's meeting, liquidation shall be carried out by one or several liquidators appointed by the meeting of the shareholders deciding such dissolution and which shall determine their powers and their compensation. The liquidation shall take place within nine months of such decision. The liquidators shall realise the 41

42 Company's assets in the best interest of the shareholders and shall distribute the net liquidation proceeds (after deduction of liquidation charges and expenses) to the shareholders in proportion to their share in the Company. In the event of any contemplated liquidation of the Company, no further issue, conversion or redemption of shares will be permitted after publication of the first notice convening the extraordinary meeting of shareholders for the purpose of winding-up the Company. Any amounts not claimed promptly by the shareholders will be deposited at the close of liquidation in escrow with the Caisse de Consignation. Amounts not claimed from escrow within the statute of limitations will be forfeited according to the provisions of Luxembourg law. A Sub-Fund may be terminated by resolution of the Board of Directors of the Company if the Net Asset Value of a Sub-Fund is below EUR 1,000,000 or in the event of special circumstances beyond its control, such as political, economic, military emergencies, or if the Board of Directors should conclude, in light of prevailing market or other conditions, including conditions that may adversely affect the ability of a Sub-Fund to operate in an economically efficient manner, and with due regard to the best interests of shareholders, that a Sub-Fund should be terminated.. In such event, the assets of the Sub-Fund will be realised, the liabilities discharged and the net proceeds of realisation distributed to shareholders in proportion to their holding of shares in that Sub-Fund. Notice of the termination of the Sub-Fund will be given in writing to registered shareholders and will be published, if necessary, in the "Luxemburger Wort" in Luxembourg and in other newspapers circulating in jurisdictions in which the Company is registered as the Directors may determine. Any amounts not claimed by any shareholder shall be deposited at the close of liquidation in escrow with the Caisse de Consignation. No shares shall be redeemed or converted after the date of the decision to liquidate a Sub-Fund. A Sub-Fund may be merged with another Sub-Fund of the Company or with the Sub-Fund of another entity by resolution of the Board of Directors if the value of its net assets falls below an amount determined by the Board of Directors to be the minimum level for such Sub-Fund to be operated in an economically efficient manner, or if a change in the economic or political situation relating to the Sub-Fund concerned would justify such merger, or if necessary in the interests of the shareholders or the Company. Notice of merger will be given in writing to registered shareholders. Each shareholder of the relevant Sub-Funds shall be given the possibility, within a period of one month as of the date of the notice, to request either the repurchase of its shares, free of any charges, or the conversion of its shares, free of any charges, against shares of Sub-Funds not concerned by the merger. At the expiry of this 1 (one) month's period any shareholder who did not request the repurchase or the conversion of its shares, shall be bound by the decision relating to the merger. A Sub-Fund may be contributed to another Luxembourg investment fund organised under Part II of the 2010 Law by resolution of the Board of Directors of the Company in the event of special circumstances beyond its control such as political, economic or military emergencies or if the Board should conclude, in light of prevailing market or other conditions, including conditions that may adversely affect the ability of a Sub-Fund to operate in an economically efficient manner, and with due regard to the best interests of the shareholders, that a Sub-Fund should be contributed to another fund. In such events, notice will be given in writing to registered shareholders and will be published in such newspapers as determined from time to time by the Board of Directors. Each shareholder of the relevant Sub-Fund shall be given the possibility within a period to be determined by the Board of Directors, but not being less than one month, and published in said newspapers to request, free of any charge, the repurchase or conversion of its shares. At the close of such period, the contribution shall be binding for all shareholders who did not request a redemption or a conversion. 42

43 In the case of a contribution to a mutual fund, however, the contribution will be binding only on shareholders who expressly agreed to the contribution. When a Sub-Fund is contributed to another Luxembourg investment fund, the valuation of the Sub-Fund s assets shall be verified by the auditor of the Company who shall issue a written report at the time of the contribution. A Sub-Fund may be contributed to a foreign investment fund only when the relevant Sub-Fund s shareholders have unanimously approved the contribution or on the condition that only the shareholders who have approved such contribution are effectively transferred to that foreign fund. XX. DOCUMENTS The following documents may be consulted and obtained at the Company's registered office and at the office of the Depositary: a) the Company's Articles; b) the up to date Prospectus of the Company; c) the Management Company Agreement between the Company and CARNEGIE FUND SERVICES S.A.; d) the Depositary Agreement between the Company and BANQUE CARNEGIE LUXEMBOURG S.A. dated 10 November 2014; e) the Investment Management Agreement between the Company and CARNEGIE INVESTMENT BANK AB dated 10 November 2014; f) the Investment Management Agreement between the Company and CARNEGIE FONDER AB dated 10 November 2014; g) the Distribution Agreement between the Company and CARNEGIE INVESTMENT BANK AB dated 10 November XXI. HISTORICAL PERFORMANCE Currently, information concerning the historical performance of the Sub-Funds is not available. 43