dedoc/paragraph_dataset huggingface dataset:
respective Class, Euro or Swedish Krona. The Board of Directors may however accept payments in other major
currencies. Any cost relating to the foreign exchange transaction will have to be borne by the Shareholder.
Investors must note, that the Fund reserves the right to postpone subscriptions where there is no certainty that
payment will reach the account by due date.
In order to avoid the repayment to subscribers of small surplus amounts, the Company will round up at its own
expense each subscription to the next immediately higher whole number of shares or issue fractions to the
th nearest 1000 of a share.
Confirmation of the execution of a subscription will be made by the dispatch of an advice to the shareholder
indicating the name of the Sub-Fund, the number and class of shares subscribed for, and the relevant net asset
5.3.1. Restriction on issue
Shares of the Fund may not be offered, sold or otherwise distributed to Prohibited Persons (the “Prohibited
Persons”).
Prohibited Persons means any person, firm or corporate entity, determined in the sole discretion of the Board
of Directors, as being not entitled to subscribe for or hold Shares,
1. if in the opinion of the Board of Directors such holding may be harmful/damaging to the Fund and its
Shareholders,
2. if it may result in a breach of any law or regulation, whether Luxembourg or foreign,
3. if as a result thereof the Fund may become exposed to disadvantages of a tax, legal or financial
nature that it would not have otherwise incurred or
4. if such person would not comply with the eligibility criteria for Shares (e.g. in relation to "U.S. Persons"
as described below).
The Shares of the Fund have not been and will not be registered under the United States Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or of any other
jurisdiction, and the Shares (or beneficial interests therein) may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any
other applicable securities laws. The Fund has not been and does not intend to be registered under the United
States Investment Company Act of 1940, as amended (the “Investment Company Act”). Shares will not be
offered or sold within the United States or to or for the account or benefit of U.S. Persons (as defined in
Regulation S under the Securities Act (“Regulation S”) and within the interpretations of the Investment
Company Act, “U.S. Persons”). Each initial purchaser of Shares shall make a representation to the Fund that it
is not a U.S. Person and that it has acquired the Shares in an offshore transaction pursuant to Regulation S.
Any subsequent transfer of Shares and any beneficial interests therein may be made only to a non-U.S. Person
in an offshore transaction outside the United States that qualifies for the exemption pursuant to Regulation S.
Applicants for the subscription to Shares will be required to certify that they are not U.S. Persons and might be
requested to proof that they are not “Prohibited” Persons.
Shareholders are required to notify the Registrar and Transfer Agent of any change in their domiciliation status.
Prospective investors are advised to consult their legal counsel prior to investing in Shares in order to
determine their status as non U.S. Persons and as non-prohibited Persons.
The Board of Directors may refuse to issue shares to Prohibited Persons or to register any transfer of shares to
any Prohibited Person.
Moreover the Board of Directors may at any time forcibly redeem / repurchase the shares held by a Prohibited
The Board of Directors can furthermore reject an application for subscription at any time at its discretion, or
temporarily limit, suspend or completely discontinue the issue of shares, in as far as this is deemed to be
necessary in the interests of the shareholders as an entirety, to protect the Fund, in the interests of the
investment policy or in the case of endangering specific investment objectives of the Fund.
5.3.2. Anti-Money Laundering Procedures
The applicants wanting to subscribe Shares must provide the Registrar and Transfer Agent with all necessary
information, which the Registrar and Transfer Agent may reasonably require to verify the identity of the
applicant. Failure to do so may result in the Registrar and Transfer Agent refusing to accept the subscription
for Shares in the Fund.
Applicants must indicate whether they invest on their own account or on behalf of a third party. Except for
applicants applying through juridical persons who are regulated professionals of the financial sector, bound in
their country by rules on the prevention of money laundering equivalent to those applicable in Luxembourg,
any applicant applying in its own name or applying through companies established in non FATF countries, is
obliged to submit to the Registrar and Transfer Agent in Luxembourg all necessary information, which the
Registrar and Transfer Agent may reasonably require to verify.
The Registrar and Transfer Agent must verify the identity of the applicant. In the case of an applicant on behalf
of a third party, the Registrar and Transfer Agent must also verify the identity of the beneficial owner(s).
Furthermore, any such applicant hereby undertakes that it will notify the Registrar and Transfer Agent prior to
the occurrence of any change in the identity of any such beneficial owner.
5.3.3. Late trading and market timing
The Fund does not permit late trading, market timing or related excessive, short-term trading practices. In
order to protect the best interests of the Shareholders, the Board of Directors reserves the right to reject any
application to subscribe for Shares from any investor engaging in such practices or suspected of engaging in
such practices and to take such further action as it, in its discretion, may deem appropriate or necessary, such
as the charge of higher redemption fee, as laid down hereafter.
5.4. Redemption of Shares
Shares are redeemed, on each Valuation Day at their NAV, decreased by an exit charge, as indicated in part II
“The Sub-Funds” which is payable to banks and financial institutions taking part in the redemption of shares.
Where shares are redeemed in countries where stamp duties or other charges apply, the redemption price
decreases accordingly.
Payment will be made by the Custodian Bank or the paying agents in the Reference Currency of the respective
Class, Euro or Swedish Krona, or any other major currencies as accepted by the Board of Directors, according
to the choice of the Shareholder. Electronic transfer will be made with a value date within ten Bank Business
Days following the corresponding Valuation Day. Any cost relating to the foreign exchange will have to be
borne by the Shareholder. Confirmation of execution of redemption will be made by dispatching a contract
note to the Shareholder.
Furthermore, in relation to suspected market timing practices, the Fund may charge an additional exit charge
of up to 2% of the NAV on the Shares redeemed within 6 months of their issue. Such exit charge will be
payable to the relevant Sub-Fund or share class. The same redemption fee for every redemption request
executed on the same Valuation Day will be applicable if the redemption is based on market timing in order to
ensure the equal treatment of investors.
In the event of large-scale applications for redemption, the Fund reserves the right to redeem shares at the
applicable net asset value, only after it has sold the corresponding assets promptly, yet always acting in the
best interests of the shareholders.
5.4.1. Compulsory redemption of Shares
The Fund may at any time forcibly redeem / repurchase the shares held by a Prohibited Person, as defined
under the section “Restriction on issue”.
If a Shareholder’s holding falls below the minimum initial subscription amount or holding for a Sub-Fund or
Share Class due to redemption or conversion, the Board of Directors may at its sole discretion compulsorily
redeem / repurchase or convert, as the case may be, all Shares held by the relevant Shareholder in this Sub-
Fund or Share Class.
The minimum initial subscription amounts and holdings, if any, for a Sub-Fund or a Share Class are mentioned
in the part II “The Sub-Funds”.
5.5. Conversion of Shares
Unless otherwise provided for in the part “The Sub-Funds”, a Shareholder may convert all or part of the Shares
he holds in a Sub-Fund into Shares in another Sub-Fund or Shares of one Class into Shares of another Class of
the same or another Sub-Fund.
Conversions are executed free of commission.
In case of the conversion, the number of Shares allotted in a new Sub-Fund or in the new Class is determined
by means of the following formula:
A x B x C)
____________ = N
A is the number of Shares presented for conversion,
B is the NAV per Share in that Sub-Fund/Share Class of which the Shares are presented for conversion, on the
day the conversion is executed,
C is the conversion factor between the base currencies of the two Sub-Funds or Share Classes, as applicable,
on the day of execution. If the Sub-Funds or Share Classes have the same base currency, this factor is one,
D is the NAV per share of the new Sub-Fund/Share class on the day of execution,
N is the number of Shares allotted in the new Sub-Fund and/or class.
5.6. Cut-off time
All subscription, redemption and conversion orders are made on the basis of the unknown NAV per Share.
Unless otherwise provided in part II “The Sub-Funds”, orders received by the Registrar and Transfer Agent
before 15:30 (CET) on a Valuation Day are processed on the basis of the NAV per share on that Valuation Day.
Orders received after 15:30 (CET), are processed on the basis of the NAV per share on the next Valuation Day.
In order to ensure a placement of orders in due time, earlier cut-off times may be applicable for orders placed
with distributors (or/and any of their agents) in Luxembourg or abroad. The corresponding information may be
obtained from the respective distributor (or/and any of its agents).
6. Charges
Each Sub-Fund will, in principle, bear the following charges:
1. a management fee, payable to the Management Company
The applicable amount and the way it is calculated are laid down in part II “The Sub-Funds”
under the applicable Sub-Fund. This fee shall in particular serve as compensation for the Central
Administration, the Investment Managers and the Global Distributor as well as for the services of
the Custodian Bank.
2. the performance fee, if any, payable to the Management Company
The applicable amount and the way it is calculated are laid down in part II “The Sub-Funds” of
the Prospectus under the applicable Sub-Fund.
3. all taxes and duties owed on the Sub-Fund’s assets and income
4. standard brokerage and bank charges incurred by the Sub-Fund’s business transactions
5. audit and legal fees charged to the Sub-Fund
6. all expenses connected with publications and supply of information to investors, in particular the
cost of printing, the distribution of the annual and semi-annual reports as well as for the
Prospectus or KIID
7. all expenses involved in registering and maintaining the registration of the Sub-Fund with all
supervisory bodies and stock exchanges
All specific fees and expenses of each Sub-Fund are payable by that Sub-Fund. All other fees and expenses
shall be shared by the Sub-Funds in proportion to their net assets at that time.
Investment in target funds can lead to duplicate costs, in particular to double management fees, since fees are
incurred both on the side of the Fund as well on the side of the target fund.
7. NAV calculation
In order to calculate the NAV per Share, the value of the assets belonging to each Sub-Fund less its liabilities is
calculated on each day that constitutes a Valuation Day, and the result is divided by the number of the Units
Particulars on the calculation of the NAV per Unit and on asset valuation are provided in the Articles of
In cases of larger flows in and out of the Sub-Funds, the investment manager needs to perform trades in order
to uphold the desired asset allocation. While doing so brokerage and transaction costs will occur. Acting in the
Shareholders’ interest, the NAV may be adjusted if on any Valuation Day the aggregate transactions in all
Classes of a Sub-Fund result in a net increase or decrease which exceeds a threshold set by the Board of
Directors from time to time (relating to the cost of market dealing for the Sub-Fund). The NAV per Share of the
relevant Sub-Fund may be adjusted which reflects both the estimated fiscal charges and dealing costs
(brokerage and transaction costs) that may be incurred by the Sub-Fund and the estimated bid/offer spread of
the assets in which the respective Sub-Fund invests following the net movement in the Sub-Fund. The
adjustment, if any, will be an addition when the net movement results in an increase of the NAV of the Sub-
Fund and a deduction when it results in a decrease.
7.1 Suspension of the calculation of the NAV
The Board of Directors is entitled to suspend the calculation of a respective Sub-Fund’s net asset value, if and
for as long as there are circumstances which make this suspension necessary and if the suspension is
justifiable, taking into account the interests of the shareholders, in particular:
1. during the time in which a stock exchange or another market, where a considerable part of a respective Sub-
Fund’s assets is officially quoted or traded, is closed (except at the usual weekends or on bank holidays) or the
trading on this stock exchange or corresponding market ceases or is limited;
2. where a major part of the securities and instruments in the Sub-Fund are not listed or otherwise not subject
to orderly pricing entailing that the net asset value cannot be satisfactorily determined in a manner that
safeguards the equal right of the shareholders;
3. in periods, where the political, economic, military, monetary or social circumstances or any case of force
majeure, beyond the responsibility or power of the Board of Directors, make it impossible to dispose of a
respective Sub-Fund’s assets by reasonable and normal means, without causing serious prejudice to its
shareholders;
4. during the time in which the exchange market(s) forming the basis of the valuation of a major part of the
Sub-Fund’s assets is (are) closed for legal holidays;
5. in an emergency, when the Board of Directors may not dispose of a respective Sub-Fund’s investments or it
is impossible for it to freely transfer the transaction value resulting from purchases and sales of investment, or
to carry out the calculation of the net asset value in an orderly manner.
In case of a suspension for reasons as stated above, shareholders will be informed accordingly.
Investors who have applied for redemption of shares will be informed promptly of the suspension and will then
be notified immediately once the calculation of the net asset value per share is resumed. After resumption,
investors will receive the then current redemption price.
8. Mergers
For the purposes of this section, the term UCITS also refers to a sub-fund of a UCITS.
Any merger between Sub-Funds or between a Sub-Fund or the Fund and another UCITS and the effective date
shall be decided by the Board of Directors except for any merger where the Fund would cease to exist, in the
later case the effective date of the merger must be decided by a meeting of Shareholders of the Fund deciding
in accordance with the quorum and majority requirements provided in the Articles of incorporation.
In the case required by the Law, the Fund shall entrust either an authorised auditor or, as the case may be, an
independent auditor to perform the necessary validations prescribed by the Law.
Practical terms of mergers will be performed and will have the effect in accordance with the Articles of
Incorporation and Chapter 8 of the Law.
Information on the merger shall be made available to the investors of the merging and/or receiving UCITS on
the website www.sebgroup.lu and, as the case may be, in all other forms prescribed by laws or related
regulations of the countries, where the relevant Shares are sold.
9. Duration and liquidation of the Sub-Funds and of the Fund
9.1. Duration and liquidation of the Fund
The Fund is created for an unlimited period. Should the capital of the Fund fall below two thirds of the
minimum capital, an extraordinary general meeting of Shareholders must be convened to consider the
dissolution of the Fund. Any decision to liquidate the Fund must be taken by a majority of the shares present or
represented at the meeting. Where the Share capital falls below one quarter of the minimum capital, the Board
of Directors must convene an extraordinary general meeting of Shareholders to decide upon the liquidation of
the Fund. At that meeting, the decision to liquidate the Fund may be taken by Shareholders holding together
one quarter of the shares present or represented.
The Fund may be dissolved by the general meeting of Shareholders in the conditions that are required by law
to amend the Articles of Incorporation. Any decision to wind up the Fund will be published in accordance with
the legal requirements.
As soon as the decision to wind up the Fund is taken, the issue of Shares in all Sub-Funds is prohibited and
shall be deemed void; the redemption of Shares remains possible, if the equal treatment of the shareholders is
ensured.
In the case of dissolution of the Fund, the liquidation will be conducted by one or more liquidators, who may be
individuals or legal entities and who will be appointed by a meeting of Shareholders. This meeting will
determine their powers and compensation.
The liquidation will be carried out in accordance with the Law specifying how the net proceeds of the
liquidation, less related costs and expenses, are to be distributed; such net proceeds will be distributed to the
shareholders in proportion to their entitlements.
The closure of the liquidation of the Fund and the deposit of any unclaimed amounts with the Caisse de
Consignation in Luxembourg must take place within a period of time not exceeding nine months from the
Shareholders’ decision to liquidate the Fund. The liquidation proceeds deposited with the Caisse de
Consignation in Luxembourg will be available to the persons entitled thereto for the period established by law.
At the end of such period unclaimed amounts will revert to the Luxembourg State.
9.2. Duration and liquidation of a Sub-Fund
Unless otherwise stipulated in part II “The Sub-Funds”, each Sub-Fund is created for an unlimited period. A
general meeting of Shareholders of a Sub-Fund, acting under the same majority and quorum requirements as
are required to amend the Articles of Incorporation, may decide to cancel shares in a given Sub-Fund and
refund shareholders for the value of their shares. As soon as the decision to wind up one of the Fund’s Sub-
Fund is taken, the issue of shares in this Sub-Fund and the conversion of shares into this Sub-Fund are
prohibited and shall be deemed void; the redemption of shares remains possible, if the equal treatment of the
shareholders is ensured.
If the net assets of a Sub-Fund fall below a certain level to be determined by the Board of Directors which will
not allow an efficient and rational management or if a change in the economic, political or monetary situation
relating to the Sub-Fund concerned would justify the liquidation, or if required in the interest of the
shareholders of the relevant Sub-Fund, the Board of Directors may decide on a forced redemption of the
remaining shares in the Sub-Fund concerned without approval of the shareholders being necessary.
Shareholders will be notified of the decision to liquidate, prior to the effective date of the liquidation, in a form
permitted by laws or related regulations of the countries, where shares of the Sub-Fund are sold. This
notification will indicate the reasons for, and the procedures of the liquidation operations. Unless the Board of
Directors otherwise decides in the interests of, or to keep equal treatment between the shareholders, the
shareholders of the Sub-Fund concerned may continue to request redemption or conversion of their shares
free of charge, but the redemption or conversion prices will take into account liquidation expenses.
The closure of the liquidation of a Sub-Fund and the deposit of any unclaimed amounts with the Caisse de