SEB Fund 2 A LUXEMBOURG MUTUAL INVESTMENT FUND AUDITED ANNUAL REPORT. December 31, SEB Asset Management S.A.

SEB Fund 2 A LUXEMBOURG MUTUAL INVESTMENT FUND AUDITED ANNUAL REPORT December 31, 2005 Subscriptions cannot be received on the basis of financial reports. Subscriptions are valid only if made on the basis of the current prospectus, supplemented by the latest annual report and the most recent semi-annual report if published thereafter. SEB Asset Management S.A. Promoted by: SEB AB (publ), STOCKHOLM

SEB Fund 2 TABLE OF CONTENTS Page(s) Organisation 3 7 General Information 8 Report of the Board of Directors 9 Schedule of Investments 10 12 Statement of Operations 13 Statement of Changes in Net Assets 13 Statement of Net Assets 14 Statistical Information 14 Notes to the Financial Statements 15 16 Independent Auditor s Report 17 Notes to the EU Savings Tax Directive 18 2

ORGANISATION (From January 1, 2005 to September 22, 2005) Promoter: Management Company: Board of Directors of the Management Company: SEB AB (publ) Kungsträdgårdsgatan 8 S-106 40 Stockholm SEB Lux Asia Fund Management Company S.A. Cecilia Lager Head of SEB Fonder, Stockholm Chairwoman of the Board Barbro Lilieholm Head of Legal of SEB Asset Management, Stockholm Director Peder Hasslev Head of Equities of SEB Asset Management, Stockholm Director Rudolf Kömen Head of SEB Asset Management Luxembourg, Luxembourg Director Independent Auditor of the Fund and of the Management Company: Custodian Bank: Central Administration: Investment Adviser: Listing Agent: PricewaterhouseCoopers S.à r.l. Réviseur d entreprises 400, route d Esch L-1471 Luxembourg SEB Private Bank S.A. SEB Invest Luxembourg S.A. SEB AB (publ) - SEB Asset Management - Sergels Torg S-106 40 Stockholm Banque Générale du Luxembourg S.A. 50, avenue J. F. Kennedy L-2951 Luxembourg German Transfer, Paying Agent SEB AG and Information Place: Ulmenstrasse 30 D-60325 Frankfurt am Main 3

ORGANISATION (From September 23, 2005 to December 19, 2005) Promoter: Management Company: Board of Directors of the Management Company: SEB AB (publ) Kungsträdgårdsgatan 8 S-106 40 Stockholm SEB Fund Management S.A. Cecilia Lager Head of SEB Fonder, Stockholm Chairwoman of the Board Barbro Lilieholm Head of Legal of SEB Asset Management, Stockholm Director Peder Hasslev Head of Equities of SEB Asset Management, Stockholm Director Rudolf Kömen Head of SEB Asset Management Luxembourg, Luxembourg Director Independent Auditor of the Fund and of the Management Company: Custodian Bank: Central Administration: Investment Manager: Listing Agent: PricewaterhouseCoopers S.à r.l. Réviseur d entreprises 400, route d Esch L-1471 Luxembourg SEB Private Bank S.A. SEB Asset Management S.A. (former SEB Invest Luxembourg S.A. / name changed on December 2, 2005) Schroder Investment Management Limited Gresham Street 31 UK-London EC2V 7QA Fortis Banque Luxembourg S.A. (former Banque Générale du Luxembourg S.A. / name changed on November 17, 2005) 50, avenue J. F. Kennedy L-2951 Luxembourg 4

ORGANISATION (From September 23, 2005 to December 19, 2005) Distributors and Principal Paying Agents: In Luxembourg SEB Private Bank S.A. In Sweden SEB AB (publ) Kungsträdgårdsgatan 8 S-106 40 Stockholm In Germany SEB AG Ulmenstrasse 30 D-60325 Frankfurt am Main and all branches, subsidiaries and affiliates, acting as the distributors of the Fund s units Legal Advisor: Dr. Pierre Berna Avocat à la Cour 16a, boulevard de la Foire L-1528 Luxembourg 5

ORGANISATION (From December 20, 2005) Promoter: Management Company and Central Administration: Registrar and Transfer Agent: Board of Directors of the Management Company: SEB AB (publ) Kungsträdgårdsgatan 8 S-106 40 Stockholm SEB Asset Management S.A. SEB Fund Services S.A. Chairman Thomas Ericsson Head of SEB Asset Management Sweden COO Stockholm Vice-Chairman Thomas Nahmer, CFA Managing Director of SEB Invest GmbH Frankfurt am Main Executive member Rudolf Kömen Head of SEB Asset Management S.A. Luxembourg Members Pontus Bergekrans Global Head of Sales and Products of SEB Asset Management Stockholm Barbro Lilieholm Head of Legal of SEB Asset Management Stockholm Management: Investment Manager: Custodian Bank: Independent Auditor of the Fund and of the Management Company: Rudolf Kömen, Luxembourg Renzo Sechi, Luxembourg Schroder Investment Management Limited Gresham Street 31 UK-London EC2V 7QA SEB Private Bank S.A. PricewaterhouseCoopers S.à r.l. Réviseur d entreprises 400, route d Esch L-1471 Luxembourg 6

ORGANISATION (From December 20, 2005) Distributors and Principal Paying Agents: In Luxembourg SEB Private Bank S.A. In Sweden SEB AB (publ) Kungsträdgårdsgatan 8 S-106 40 Stockholm In Germany SEB AG Ulmenstrasse 30 D-60325 Frankfurt am Main and all branches, subsidiaries and affiliates, acting as the distributors of the Fund s units Listing Agent: Legal Advisor: Fortis Banque Luxembourg S.A. 50, avenue J. F. Kennedy L-2951 Luxembourg Dr. Pierre Berna Avocat à la Cour 16a, boulevard de la Foire L-1528 Luxembourg 7

GENERAL INFORMATION SEB Fund 2 (hereafter the Fund ) is an Undertaking for Collective Investment in Transferable Securities ( UCITS ), set up as a mutual investment fund ( Fonds Commun de Placement ) governed by part I of the Luxembourg Law on Undertakings for Collective Investment ( the Law ) of December 20, 2002. The Fund, which was set up on April 21, 1986 for an undetermined duration, is managed by SEB Asset Management S.A. (the Management Company ) acting also as Central Administration. The current Management Regulations have been deposited with the Trade Register of the district court in Luxembourg and the relating notice has been published in the Mémorial C, Recueil des Sociétés et Associations, on February 14, 2006. The Management Company is governed by Chapter 13 of the Law and was established on July 15, 1988 with subsequent publication in the Mémorial C, taking place on August 16, 1988. The main objective of the Fund is to gain the greatest possible return observing a well balanced risk level. The Fund has long term investment horizons. In order to achieve its main objective, the Fund s portfolio will be focused primarily on gaining return from the Asian and Pacific equity markets. At present, one Sub-Fund is at the unitholders disposal: SEB Fund 2 - SEB Asia ex. Japan Fund. For each Sub-Fund, the Management Company may decide to issue two classes of units: Capitalisation units ( C units) Distribution units ( D units). The D units may pay a dividend. The "C" units will capitalise income, with the result that their value will become greater than that of "D" units, in the proportion of the dividends paid to the "D" units. Currently, only "C" units are offered for the Sub-Fund. The net asset value per unit as well as the issue and redemption prices, which are computed daily on bank business days in Luxembourg and in Sweden, can be obtained from the registered offices of the Management Company, the Custodian Bank and the Paying Agents. In addition, the net asset value, issue and redemption prices are published daily in the International Herald Tribune and the German newspaper Börsen-Zeitung. Financial reports of the Fund are published annually and semi-annually. These reports, as well as the sales prospectus, the management regulations and all information concerning the Fund are available for the unitholders at the registered offices of the Management Company, the Custodian Bank or every Paying Agent. 8

REPORT OF THE BOARD OF DIRECTORS TO THE UNITHOLDERS OF SEB Fund 2 - SEB Asia ex. Japan Fund The Sub-Fund s performance The Sub-Fund s net asset value per unit rose by 49.4 percent during the period, if expressed in SEK. The Sub-Fund s benchmark index without dividend rose by 41.1 percent, while the index including dividend rose by 45.3 percent. The Sub-Fund benefited from the selection of shares in Taiwan, Korea and Indonesia. In Taiwan, the technology shares Novatek, TSMC and Siliconware Precision performed well, as a result of increased sales and higher prices. In Korea, the Sub-Fund was boosted by the performance of Kookmin Bank and Shinhan Financial Group, which reported improved results, and Hyundai Engineering & Construction, which will benefit from an expected increase in building activity. Perusahaan Gas Negara, helped by a step-up in demand for energy and for gas as an alternative fuel, made a positive contribution to the Sub-Fund's performance. We topped up the holdings in the Taiwanese technology companies TSMC, Hon Hai Precision and Siliconware. On the other hand, we sold the holdings in CNOOC and Shell Refining Company, which performed strongly, and invested in PT Medco Energi Internasional Tbk, which has a strong position and growth potential. Oil unease and a weaker currency offered a good opportunity to invest in PT Perusahaan Gas Negara. The decline in the Swedish krona worked in the Sub-Fund's favour. The Sub-Fund s net asset value per unit expressed in USD increased by 24.8 percent. Present strategy We have shifted our focus from export-oriented companies to domestic shares, which include banks, retailers and durable goods and services. We focused on Southeast Asia s share markets, which appear attractive after the recent poor development. What is more, these markets should be less vulnerable to a decline in US consumption and in the global economy. Future prospects In the long term, investment potential appears good in the Pacific region, not including Japan. However, we are erring on the side of caution in the short term, as there were considerable upturns during the year. The region s share markets were supported by high global liquidity, but rising interest rates, the prospect of a decline in US consumption, the high price of oil and a deceleration in investments in China may herald a less easy time ahead. Other On June 13, 2005, the trust deed with Schroder IM Ltd. was changed from advisory to discretionary. March 17, 2006 THE BOARD OF DIRECTORS Note: Performances mentioned in this report are historical and are not indicative of future results. 9

SEB Fund 2 - SEB Asia ex. Japan Fund SCHEDULE OF INVESTMENTS As at December 31, 2005 Security denomination Total holdings Purchases Sales Unit Market % of as at during the during the price value in net 31.12.2005 reporting reporting USD assets period period Transferable securities admitted to an official stock exchange Shares China China Mobile 445,500 445,500 - HKD 36.700 2,108,692.47 1.10 Cosco Pacific 1,708,000 804,000 354,000 HKD 14.200 3,128,064.40 1.64 Datang International Power Generation 2,560,000 770,000 - HKD 5.700 1,881,976.93 0.98 Total China 7,118,733.80 3.72 Hong Kong ASM Pacific Technology 379,000 120,000 - HKD 43.750 2,138,536.87 1.12 China Telecom 5,036,000-1,242,000 HKD 2.850 1,851,100.75 0.97 Hang Lung Group 1,125,000 365,000 238,000 HKD 16.450 2,386,810.28 1.25 HK Exchange and Clearing 886,000 150,000 298,000 HKD 32.150 3,673,788.70 1.92 HSBC Holding 237,600 43,200 28,800 HKD 124.500 3,815,182.02 1.99 Kerry Properties 874,000 366,500 175,500 HKD 20.550 2,316,448.95 1.21 Li & Fung 1,580,000 324,000 - HKD 14.950 3,046,475.95 1.59 Ping An Insurance 1,716,500 697,500 - HKD 14.300 3,165,769.71 1.65 Shangri La Asia 1,646,000 788,000 - HKD 12.950 2,749,154.03 1.44 Swire Pacific A 746,500 175,500 17,500 HKD 69.600 6,700,983.16 3.50 Wharf Holdings 813,000 813,000 - HKD 27.400 2,873,032.79 1.50 Total Hong Kong 34,717,283.21 18.14 Indonesia Bank Central Asia 5,450,000 1,112,000 3,846,500 IDR 3,400.000 1,884,501.00 0.99 Indosat 3,079,000 3,079,000 - IDR 5,550.000 1,737,895.36 0.91 Medco Energi Internasional 4,245,000 4,245,000 - IDR 3,375.000 1,457,043.18 0.76 Perusahaan Gas Negara 3,677,000 3,677,000 - IDR 6,900.000 2,580,261.21 1.35 Telekomunikasi Indonesia 3,322,000-1,081,500 IDR 5,900.000 1,993,299.66 1.04 United Tractors 3,777,000 476,500 436,500 IDR 3,675.000 1,411,644.30 0.74 Total Indonesia 11,064,644.71 5.79 India ICICI Bank ADR 57,160 57,160 - USD 28.800 1,646,208.00 0.86 Total India 1,646,208.00 0.86 South Korea Cheil Communication 7,500 1,610 850 KRW 220,500.000 1,635,889.50 0.86 DK UIL 46,372 26,642 13,790 KRW 17,850.000 818,800.60 0.43 Hyundai Development Company 62,470 69,550 7,080 KRW 45,800.000 2,830,225.83 1.48 Hyundai Engineering & Constructing 42,430 53,910 11,480 KRW 45,150.000 1,895,024.78 0.99 Hyundai Motor 61,870 26,520 30,880 KRW 97,300.000 5,954,935.52 3.11 Kia Motors 31,170 31,170 - KRW 26,550.000 818,625.81 0.43 Kookmin Bank 129,493 115,350 7,300 KRW 76,500.000 9,799,227.38 5.12 Korea Exchange Bank 174,910 174,910 - KRW 14,100.000 2,439,595.70 1.28 Samsung Electronics 24,660 8,520 6,870 KRW 659,000.000 16,075,429.84 8.40 10

SEB Fund 2 - SEB Asia ex. Japan Fund SCHEDULE OF INVESTMENTS As at December 31, 2005 Security denomination Total holdings Purchases Sales Unit Market % of as at during the during the price value in net 31.12.2005 reporting reporting USD assets period period Samsung Electronics Pref 5,190 6,660 1,470 KRW 491,000.000 2,520,768.46 1.32 Shinhan Financial 100,670 9,600 116,150 KRW 41,050.000 4,087,872.46 2.14 Shinsegae Company 9,574 8,474 4,550 KRW 443,000.000 4,195,476.15 2.19 Total South Korea 53,071,872.03 27.75 Malaysia Astro All Asia Networks 1,405,600 496,300 345,400 MYR 5.250 1,952,480.02 1.02 Bumiputra-Commerce Holding 2,443,300 1,505,300 241,000 MYR 5.700 3,684,827.80 1.93 Proton Holdings 282,900-398,100 MYR 6.550 490,275.05 0.26 SP Setia Berhad 387,900 387,900 - MYR 3.260 334,582.27 0.17 Tenaga Nasional 836,700 836,700 - MYR 9.900 2,191,646.52 1.15 Total Malaysia 8,653,811.66 4.53 Singapore City Development 720,000 780,000 60,000 SGD 8.700 3,767,139.53 1.97 DBS Group Holdings 447,000 184,000 219,000 SGD 16.500 4,435,590.29 2.32 Jardine Matheson Holdings (USD) 114,400 114,400 - USD 17.200 1,967,680.00 1.03 MFS Technology 2,839,000 2,839,000 - SGD 0.720 1,229,299.90 0.64 SembCorp Industries 718,220 118,220 1,305,000 SGD 2.740 1,183,499.32 0.62 SembCorp Logistics 1,337,000 1,337,000 962,265 SGD 1.700 1,366,911.15 0.71 Singapore Telecommunications 887,000 887,000 - SGD 2.610 1,392,271.98 0.73 United Overseas Land 805,000 805,000 - SGD 2.510 1,215,149.07 0.64 Venture Corp 287,000 163,000 - SGD 13.800 2,381,885.82 1.25 Total Singapore 18,939,427.06 9.91 Thailand Aromatics Thailand 1,220,100 451,600 483,500 THB 29.500 877,875.24 0.46 Bangkok Bank 1,463,500 980,800 46,500 THB 115.000 4,104,931.63 2.15 Land & Houses - NVDR 13,132,500 9,947,500 1,422,700 THB 8.350 2,674,540.91 1.40 PTT Pcl Foreign 241,300 385,100 143,800 THB 226.000 1,330,090.28 0.70 True Corporation Rights 142,105 - - USD 0.0001 14.21 0.00 Total Thailand 8,987,452.27 4.71 Taiwan AU Optronics 1,015,000 1,015,000 - TWD 49.000 1,514,326.30 0.79 E.Sun Financial Holding 3,251,630 1,818,630 - TWD 20.850 2,064,260.61 1.07 Far EasTone Telecommunications 764,400-131,000 TWD 37.150 864,643.02 0.45 Fubon Financial Holding 3,013,000 722,000 - TWD 28.200 2,587,054.54 1.35 Hon Hai Precision Industry 1,177,499 462,040 33,000 TWD 180.000 6,453,426.92 3.37 MediaTek 349,136 63,557 24,000 TWD 387.000 4,113,987.25 2.15 Novatek Microelectronics 508,361 153,361 382,000 TWD 193.000 2,987,355.30 1.56 Siliconware Precision Industries 2,802,909 2,802,909 - TWD 46.050 3,930,031.00 2.05 Taiwan Mobile 2,562,000 1,244,000 141,000 TWD 28.700 2,238,815.81 1.16 Taiwan Semiconductor Manufacturing 6,119,523 2,288,061 - TWD 62.500 11,645,414.02 6.09 Tong Yang Industry 958,495 285,000 - TWD 40.050 1,168,825.60 0.61 Total Taiwan 39,568,140.37 20.65 11

SEB Fund 2 - SEB Asia ex. Japan Fund SCHEDULE OF INVESTMENTS As at December 31, 2005 Security denomination Total holdings Purchases Sales Unit Market % of as at during the during the price value in net 31.12.2005 reporting reporting USD assets period period United States of America LG.Philips LCD ADR 112,363 112,363 - USD 21.460 2,411,309.98 1.26 Total United States of America 2,411,309.98 1.26 Total shares USD 186,178,883.09 97.32 Total transferable securities admitted to an official stock exchange USD 186,178,883.09 97.32 Total portfolio USD 186,178,883.09 97.32 Cash at banks Cash at banks 4,549,227.59 2.38 Total cash at banks 4,549,227.59 2.38 Other assets Dividends receivable 134,278.62 0.07 Other receivables 1,282,096.18 0.67 Total other assets 1,416,374.80 0.74 Other liabilities Taxe d'abonnement -24,125.52-0.01 Other liabilities -821,186.28-0.43 Total other liabilities -845,311.80-0.44 Total net assets as at December 31, 2005 USD 191,299,173.68 100.00 A list of changes in the assets held during the year under review, which are not listed in the schedule of investments, is available free of charge from SEB Asset Management S.A. The accompanying notes are an integral part of these financial statements. 12

SEB Fund 2 STATEMENT OF OPERATIONS For the year ended December 31, 2005 INCOME SEB Asia ex. Japan Fund Dividends 3,839,081.39 Bank interest 76,086.72 Total income 3,915,168.11 EXPENSES Management fee (note 2) 2,671,274.13 Taxe d'abonnement (note 3) 78,847.34 Other expenses 17,737.76 Total expenses 2,767,859.23 NET INCOME FOR THE YEAR 1,147,308.88 USD SEB Fund 2 STATEMENT OF CHANGES IN NET ASSETS For the year ended December 31, 2005 SEB Asia ex. Japan Fund NET ASSETS AT THE BEGINNING OF THE YEAR 139,613,295.24 Net income for the year 1,147,308.88 Net realised gain on: - sales of securities and 15,549,267.83 foreign exchange Net realised gain 16,696,576.71 Change in net unrealised appreciation on: - securities 18,968,745.46 Change in net unrealised appreciation 18,968,745.46 Increase in net assets as a result of operations 35,665,322.17 Proceeds on issue of "C" units 38,418,842.63 Payment on redemptions of "C" units -22,398,286.36 TOTAL NET ASSETS AT THE END OF THE YEAR 191,299,173.68 USD The accompanying notes are an integral part of these financial statements. 13

SEB Fund 2 STATEMENT OF NET ASSETS As at December 31, 2005 SEB Asia ex. Japan Fund USD Assets Portfolio at cost 137,244,517.98 Unrealised appreciation 48,934,365.11 Portfolio at market value (note 1) 186,178,883.09 Cash at banks 4,549,227.59 Other assets 1,416,374.80 Total assets 192,144,485.48 Total liabilities -845,311.80 TOTAL NET ASSETS 191,299,173.68 SEB Fund 2 STATISTICAL INFORMATION As at December 31, 2005 SEB Asia ex. Japan Fund USD Number of "C" units outstanding as at December 31, 2005 34,699,746.3710 Total net assets as at December 31, 2005 191,299,173.68 as at December 31, 2004 139,613,295.24 as at December 31, 2003 131,441,934.26 Net asset value per "C" unit as at December 31, 2005 5.5129 as at December 31, 2004 4.4184 as at December 31, 2003 3.8981 Dividend paid 2005 NIL Total Expense Ratio *) (TER) in % 01.01.2005-31.12.2005 1.8 Portfolio Turnover Rate **) (PTR) in % 01.01.2005-31.12.2005 80 *) TER is calculated by the following formula: (Total expenses / average TNA) * 100 **) PTR is calculated by the following formula: ((Total 1 - Total 2) / average TNA) * 100 TNA = Total Net Assets Total 1 = Total of securities transactions for the period under review (purchases + sales) Total 2 = Total of subscribed and redeemed units for the period under review (purchases + sales) The accompanying notes are an integral part of these financial statements. 14

SEB Fund 2 NOTES TO THE FINANCIAL STATEMENTS As at December 31, 2005 Note 1. SIGNIFICANT ACCOUNTING POLICIES The financial statements are presented in accordance with Luxembourg regulations relating to Undertakings for Collective Investment. Investments: a) Transferable securities and money market instruments, which are officially listed on the stock exchange, are valued at the last available price; b) Transferable securities and money market instruments, which are not officially listed on a stock exchange, but which are traded on another regulated market are valued at a price no lower than the bid price and no higher than the ask price at the time of the valuation and at which the Management Company considers to be an appropriate market price; c) Transferable securities and money market instruments quoted or traded on several markets are valued on the basis of the last available price of the principal market for the transferable securities or money market instruments in question, unless these prices are not representative. d) In the event that such prices are not in line with market condition, or for securities and money market instruments other than those covered in a), b) and c) above for which there are no fixed prices, these securities and money market instruments, as well as other assets, will be valued at the current market value as determined in good faith by the Management Company, following generally accepted valuation principles verifiable by auditors. e) Liquid assets are valued at their nominal value plus accrued interest. Results on sales of securities are determined by the average cost method. Currency translation: All assets denominated in a different currency to the respective Fund s currency are converted into this respective fund s currency at the last available average exchange rate. Separate accounts are maintained for each Sub-Fund in the currency in which the net asset value of the units to which it relates is expressed (the accounting currency). Transactions denominated in a currency other than the accounting currency are recorded on the basis of exchange rates prevailing on the date they occur or accrue to the Sub-Fund. Assets and liabilities, expressed in a currency other than the accounting currency, are translated on the basis of exchange rates ruling at the balance sheet date. The financial statements of the Fund are the aggregate of the financial statements of the different Sub-Funds which, where applicable, are translated into US dollars at the year-end exchange rate. As at December 31, 2005, the exchange rates were as follows: 1 EUR = 1.179550 USD 1 HKD = 0.128973 USD 1 IDR = 0.000102 USD 1 KRW = 0.000989 USD 1 MYR = 0.264585 USD 1 SGD = 0.601395 USD 1 THB = 0.024390 USD 1 TWD = 0.030448 USD 15

SEB Fund 2 NOTES TO THE FINANCIAL STATEMENTS As at December 31, 2005 Income: Interest is recognised on an accrual basis. Note 2. MANAGEMENT FEE In payment of its services, the Management Company receives a commission at an annual rate of 1.75% of the Sub- Fund s net assets. Until September 30, 2005, a twelfth of this rate was being payable at the end of each month and based on the Sub-Fund s net assets of the last valuation of the respective month. Since October 1, 2005, a twelfth of this rate is being payable at the end of each month and based on the average net assets of the Sub-Fund calculated daily during the relevant month. The Management Company pays accounting, administration, custodian and all other charges and fees on behalf of the Fund, except for taxes, bank and brokerage fees for transactions in securities making up the Fund s portfolio as well as transaction fees on transfers referring to redemption of units. Note 3. TAXES The Fund is not subject to any Luxembourg taxes on income or capital gains under existing legislation. The Fund is, however, subject to the "taxe d'abonnement" which is charged at the rate of 0.05% per annum, based on the net assets of the Fund at the end of each calendar quarter. The tax is calculated daily and paid quarterly. Note 4. CHANGES IN PORTFOLIO COMPOSITION Details of purchases and sales of investments are available, free of charge, from the registered office of the Management Company of the Fund. Note 5. NAME CHANGES On September 23, 2005, the Fund as well its Sub-Fund changed their names as follows: SEB Fund 2 - SEB Asia ex. Japan Fund (former SEB Lux Asia Fund - ex Japan). Followed by the name changes and due to the transition of the Management Company to UCITS III, the Management Company of the Fund changed during the period under review twice: on September 23, 2005 from SEB Lux Asia Fund Management Company S.A. to SEB Fund Management S.A. on December 20, 2005 from SEB Fund Management S.A. to SEB Asset Management S.A. 16

INDEPENDENT AUDITOR S REPORT To the unitholders of SEB Fund 2 We have audited the financial statements which consist of the statement of net assets, the statement of operations, the statement of changes in net assets, the schedule of investments and the notes to the financial statements of SEB Fund 2 and its Sub-Fund for the year ended December 31, 2005. These financial statements are the responsibility of the Board of Directors of the Management Company. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Board of Directors of the Management Company, in preparing the financial statements, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the attached financial statements give, in conformity with the Luxembourg legal and regulatory requirements, a true and fair view of the financial position of SEB Fund 2 and its Sub-Fund at December 31, 2005 and of the results of its operations and changes in its net assets for the year then ended. Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. We have no observation to make concerning such information in the context of the financial statements taken as a whole. PricewaterhouseCoopers S.à r.l. Luxembourg, March 17, 2006 Réviseur d entreprises Represented by Jean-Robert Lentz 17

NOTES TO THE EU SAVINGS TAX DIRECTIVE The Council of the European Union adopted on June 3, 2003 a Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments (the "Savings Tax Directive") under which Member States of the European Union ("Member States") will be required to provide tax authorities of another Member State with details of payment of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State. Austria, Belgium and the Grand Duchy of Luxembourg have opted alternatively for a withholding tax system for a transitional period in relation to such payments. The Luxembourg law of June 21, 2005 implemented the Savings Directive into Luxembourg law (the "Savings Directive Law"). Pursuant to the Savings Directive Law, from July 1, 2005 until June 30, 2008, the withholding tax rate on interests will be 15% and from July 1, 2008 until June 30, 2011, the withholding tax will be 20% rising to 35% from July 2011 onwards. Article 9 of the Savings Directive Law provides that no withholding tax will be withheld if the beneficial owner expressly authorizes the paying agent to report information in accordance with the provisions of the Savings Directive Law. Dividends distributed by a Sub-Fund will be subject to the Savings Tax Directive if more than 15% of the relevant Sub- Fund's assets are invested in debt claims as defined in the Savings Directive Law. Proceeds realised by unitholders on the disposal of units will be subject to such reporting or withholding if more than 40% of the relevant Sub-Fund's assets are invested in debt claims as defined by the Savings Directive Law. The determination of the portion of debt claims has been carried out based on an asset test. Key dates for this asset test were 16.06.2005 and 31.12.2005. The average percentage of debt claims is as follows: SEB Fund 2 - SEB Asia ex. Japan Fund: 2.26% Thus, for the period 01.05.2006 30.04.2007, SEB Asia ex. Japan Fund is excluded from the Savings Tax Directive. 18