dedoc/paragraph_dataset huggingface dataset:
Board of Directors’ decision to liquidate the relevant Sub-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.
Under the same circumstances as described above, the Board of Directors may also decide upon the
reorganisation of any Sub-Fund by means of a division into two or more separate Sub-Funds. Such decision
will be notified in the same manner as described above and, in addition, the notification will contain
information in relation to the two or more separate Sub-Funds resulting from the reorganisation. Such
notification will be made at least one month before the date on which the reorganisation becomes effective in
order to enable shareholders to request redemption or switch of their shares, free of charge, before the
reorganisation becomes effective.
10. Taxation of the Fund and its Shareholders
The following summary is based on the law and practice currently in force and is subject to any future
changes. The information is not exhaustive and does not constitute legal or tax advice.
It is expected that Shareholders of the Fund will be resident for tax purposes in many different
countries. Consequently, no attempt is made in this Prospectus to summarize the taxation
consequences for each investor of subscribing, converting, holding, redeeming or otherwise acquiring
or disposing of Shares of the Fund. These consequences will vary in accordance with the law and
practice currently in force in a Shareholder's country of citizenship, residence, domicile or
incorporation and with his personal circumstances.
10.1. Taxation of the Fund
The Fund is subject to Luxembourg legislation. Investors should inform themselves of the legislation and rules
applicable to the purchase, holding and possible sale of Shares having regard to their residence or nationality.
The Fund is currently subject to the following taxes:
page 36
10.1.1 Subscription tax
The Fund is as a rule liable in Luxembourg to a subscription tax (taxe d’abonnement) at a rate of 0.01% or
0.05% per annum of its net assets attributable to the Shares of the Fund. Such tax is payable quarterly and
calculated on the net asset value of the relevant Class at the valuation date.
Some exemptions from subscription tax are however provided under current Luxembourg legislation.
10.1.2 Withholding tax
Under current Luxembourg tax law there is no withholding tax on any distribution, redemption or payment
made by the Fund to its Shareholders under the Shares. There is also no withholding tax on the distribution of
liquidation proceeds to the Shareholders.
Non-resident Shareholders should note however that under the Council Directive 2003/48/EC on taxation of
savings income in the form of interest payments (“EU Savings Directive”), interest payments made by the Fund
or its Luxembourg Paying Agent to individuals and residual entities (i.e. entities (i) without legal personality or
(ii) whose profits are not taxed under the general arrangements for the business taxation or (iii) that are not, or
have not opted to be considered as, UCITS recognized in accordance with Council Directive 2009/65 EC – a
”Residual Entity”) resident or established in another EU Member State as Luxembourg or individuals or
Residual Entities resident or established in certain associated territories of the European Union, are subject to a
withholding tax in Luxembourg unless the beneficiary elects for an exchange of information whereby the tax
authorities of the state of residence are informed of the payment thereof. The withholding tax rate amounts to
35%.
10.1.3 Income tax
The Fund is not liable to any Luxembourg income tax in Luxembourg.
10.1.4 Value added tax
The Fund is considered in Luxembourg as a taxable person for value added tax (“VAT”) purposes without input
VAT deduction right. A VAT exemption applies in Luxembourg for services qualifying as fund management
services. Other services supplied to the Fund could potentially trigger VAT and require the VAT registration of
the Fund in Luxembourg as to self-assess the VAT regarded as due in Luxembourg on taxable services (or
goods to some extent) purchased from abroad. No VAT liability arises in principle in Luxembourg in respect of
any payments by the Fund to its Shareholders, as such payments are linked to their subscription to the Fund’s
Shares and do therefore not constitute the consideration received for taxable services supplied.
The above information is based on the law in force and current practice and is subject to change. In particular,
a pending case law before the European Court of Justice might impact the VAT treatment of the investment
advisory services (C-275/11).
10.1.5 Other taxes
No stamp duty or other tax is payable in Luxembourg on the issue of Shares in the Fund against cash, except a
fixed registration duty if the Articles of Incorporation of the Fund are amended.
The Fund may be subject to withholding tax on dividends and interest and to tax on capital gains in the
country of origin of its investments. As the Fund itself is exempt from income tax, withholding tax levied at
source, if any, may not be refundable in Luxembourg.
10.2. Taxation of the Shareholders
Under current legislation, Shareholders are normally not subject to any capital gains, income, withholding,
estate, inheritance or other taxes in Luxembourg, except for (i) those Shareholders domiciled, resident or
having a permanent establishment in Luxembourg or (ii) non-residents of Luxembourg who hold 10% or more
of the issued Share capital of the Fund and who dispose of all or part of their holdings within six months from
the date of acquisition or (iii) in some limited cases some former residents of Luxembourg, who hold 10% or
more of the issued capital of the Fund.
Under the European Savings Directive (Council Directive 2003/48/EC) which was adopted on 3 June 2003 by
the Council of the EU, each Member State is required to provide to the tax authorities of another Member State
details of payment of interest or other similar income (including in certain circumstances interest accrued in
the proceeds of unit redemptions) paid by a paying agent within its jurisdiction to an individual resident in that
other Member State, subject to the right of certain Member States (Luxembourg and Austria) to opt for a
withholding tax system for a transitional period in relation to such payments instead of the above mentioned
reporting to the tax authorities. The rate of this withholding tax is 35% since 1 July 2011.
11. General Shareholders meetings and information to Shareholders
11.1. General Shareholders meetings
The annual general meeting of Shareholders (“AGM”) is held every year on the third Monday of April at 3 p.m.
(CET) at the Fund’s registered office, or at any other address in Luxembourg stipulated in the convening
notice. If this date is not a Bank Business Day, the AGM shall be held on the following Bank Business Day.
Notices of all general meetings are sent by mail to all registered shareholders, to their address indicated in the
register of shareholders, in accordance with legal requirements. If legally required, notices will be published in
the Mémorial C and in a Luxembourg newspaper and in such other newspapers as the Board of Directors may
decide.
These notices shall indicate the time and place of the general meeting, the admission conditions, the agenda
and the Luxembourg legal quorum and majority requirements. The shareholders of a specified Sub-Fund may,
at any time, hold general meetings with the aim to deliberate on a subject which concerns only their Sub-Fund.
Unless otherwise stipulated by law or in the Articles of Incorporation, the decisions of the general meeting of a
specified Sub-Fund will be reached by a simple majority of the shareholders present or represented.
At general meetings, each Shareholder has the right to one vote for each whole Share held.
A Shareholder of any particular Sub-Fund will be entitled at any separate meeting of the Shareholders of that
Sub-Fund to one vote for each whole Share of that Sub-Fund held.
The AGM shall decide, on the recommendation of the Board of Directors, on the use of income.
11.2. Information to Shareholders
11.2.1. Prospectus, Articles of Incorporation, KIID and other documents
Copies of the Prospectus, the Articles of Incorporation and the Key Investor Information Documents are
available, free of charge, at the registered office of the Management Company and on its website
www.sebgroup.lu.
11.2.2. Reports
The financial year of the Fund starts on 1 January and ends on 31 December each year. The audited annual and
unaudited semi-annual reports of the Fund may be obtained, free of charge at the registered office of the
Management Company and on its website www.sebgroup.lu.
11.2.3. Issue and redemption prices and other information
The last known issue and redemption prices as well as other information for Shareholders may be downloaded
from www.sebgroup.lu and/or requested at any time from the registered offices of the Fund, the Management
Company, the Custodian Bank and the paying agent.
Furthermore, information is made available to investors in a form permitted by laws or related regulations of
the countries, where Shares of the Fund are sold.
11.2.4. Best execution
Information relating to the instructions for ensuring a proper execution, handling and transmission of orders in
financial instruments will be made available to Shareholders, free of charge, upon request at the registered
office of the Fund.
11.2.5. Voting rights
A summary of the strategy for determining when and how voting rights attached to the Sub-Fund’s
investments are to be exercised shall be made available to investors. The information related to the actions
taken on the basis of this strategy in relation to each Sub-Fund shall be made available to investors upon
request at the registered office of the Fund.
11.2.6. Complaints’ handling
Information relating to the complaints’ handling procedure will be made available to investors, free of charge,
upon request at the registered office of the Fund.
11.2.7. Conflict of interest
Information relating to the conflict of interest’s policy will be made available to investors, free of charge, upon
request, at the registered office of the Fund.
11.2.8 Shareholders’ rights against the Fund
The Board of Directors of the Fund draws the investors’ attention to the fact that any investor will only be able
to fully exercise his investor rights directly against the Fund, 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 Fund. In cases where an investor invests in the Fund through an intermediary investing into the Fund 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 Fund. Investors are advised to take advice on their rights.
II. The Sub-Funds
SEB SICAV 2 - SEB Asia Small Caps ex. Japan Fund
1. Investment objective and policy
This Sub-Fund is focused on Asian smaller companies. The portfolio will mainly include shares and equity
related transferable securities issued by companies in Asia, with the exception of Japan, or traded on Asian
markets. The transferable securities shall be admitted to official listing on stock exchanges or dealt in on
regulated markets or on other markets that are regulated, operate regularly and are recognised and open to
the public in Asia, the Pacific area, the European Union or the United States. The Sub-Fund is not restricted to
a specific industrial sector. The investments should be concentrated to smaller-sized companies.
The Sub-Fund may use futures contracts, options, swaps and other derivatives as part of the investment
strategy. The underlying assets of the above mentioned derivatives consist of instruments as described as
described in this Prospectus under Section 3.1. “Eligible Assets“ a) to g) as well as financial indices, interest
rates, foreign exchange rates.
Under no circumstances will the Sub-Fund be permitted to derogate from its investment policy by using the
aforementioned derivatives.
It may also use derivatives to hedge various investments, for risk management and to increase the Sub-Fund’s
income or gain.
The Sub-Fund will not invest more than 10 % of its net assets in units / shares of other UCITS or UCIs.
The Sub-Fund may invest up to 100% of its assets in different transferable securities and money
market instruments issued and 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. 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.
2. Investment Manager
Schroder Investment Management Limited, a portfolio manager established under the laws of the United
Kingdom and supervised by the Financial Services Authority, the UK financial authority.
3. Risk profile
3.1. Risk profile
The Sub-Fund faces the following specific risks:
 Liquidity risk: some of the assets of the Sub-Fund may become difficult to sell at a certain time
and for a reasonable price;
page 41
 Counterparty risk: if a counterparty does not fulfill its obligations to the Sub-Fund (e.g. not
paying an agreed amount or not delivering securities as agreed);
 Emerging market risk: The Sub-Fund invests in emerging markets which can be subject to
economic and political instability, possibility of large currency fluctuations or low liquidity in local
markets;
 Currency risk: The Sub-Fund invests in securities that are issued in currencies other than the
base currency of the Sub-Fund. As a result the Sub-Fund is subject to currency risk, which arises
from changes in the exchange rates;
 Operational risk: the risk of loss resulting from e.g. system breakdowns, human errors or from
external events; and
 Market risk: The value of the Sub-Fund is influenced by the general situation in world economy,
local markets and individual companies.
For further descriptions of risks involved for the Sub-Fund, please refer to Chapter 4. “Information on risk” in
part I of the Prospectus.
3.2. Risk management process
a) Global exposure
For the determination of the global exposure, this Sub-Fund uses the VaR (Value at Risk) methodology,
measured with the relative VaR (Value at Risk) approach.
In accordance with applicable regulations, the VaR of the Sub-Fund must not be greater than twice the VaR of
its reference portfolio. This Sub-Fund uses the MSCI All Country Far East ex Japan Net Return as a
reference portfolio for the purpose of the relative VaR measurement.
b) Leverage
Leverage will be achieved through the use of financial derivative instruments and the use of collateral in
relation to efficient portfolio management transactions (i.e. securities lending and/or repurchase agreements).
The level of leverage is expected to be less than one time of the Sub-Fund’s NAV as an average over time. The
leverage may however be subject to fluctuations over extended periods of time, therefore the level of leverage
may be under or over the expected average.
Leverage is measured as the sum of the absolute exposures (often referred to as “gross exposure”) of the
financial derivative instruments (i.e. the absolute sum of all long and short derivative positions compared to the
NAV of the Sub-Fund) and the reinvestment of collateral related to securities lending or repurchase agreement
used by the Sub-Fund.
The above disclosed expected level of leverage is not intended to be an additional exposure limit for this Sub-
Fund. This indication only serves as additional information for the investor.
page 42
4. Typical Investor
The Sub-Fund is intended for investors who seek capital growth over the long-term. This Sub-Fund is suitable
to investors who can afford to set aside the capital invested for at least five years.
5. Base Currency of the Sub-Fund
The Base Currency of the Sub-Fund is expressed in Swedish Krona (SEK).
6. Classes available
7. Charges
In accordance with Chapter 6 “Charges” in part I “The Fund” of the Prospectus, the Sub-Fund will, in principle,
bear all the charges mentioned therein. More details on management fee are provided hereafter.
7.1. Management fee
Management Fee
The management fee will amount to a maximum of 1.75% per annum of the Sub-Fund’s net assets. This fee 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.
8. Cut off Time / Order Processing
Notwithstanding the general rules laid down in the sections “Issue of shares” and "Cut off Time" here before,
orders received by the Registrar and Transfer Agent (on behalf of the Management Company or directly from
the shareholder) for this Sub-Fund before 15.30 hrs (CET) on a Valuation Day are processed on the basis of the
net asset value per share of the following Valuation Day. Orders received after 15.30 hrs (CET), are processed
on the basis of the net asset value per share of the next but one Valuation Day.
SEB SICAV 2 - SEB Credit Multi Strategy
SEB Credit Multi Strategy aims to create capital growth in the long term from an absolute perspective. This
means that the sub-fund is managed without any benchmark. It does not try to beat the equity market, the
bond market, the currency market, the commodity market or any combination of these markets. Instead the
sub-fund is aiming to increase the net asset value per share, irrespective of the market environment and
without being dependent on a risking market. The sub-fund is an absolute return focused credit fund mainly
targeting investment opportunities in the investment grade credit markets. The investment management team
applies a multi-strategy approach to credits predominantly investing in three different strategies: Credit
Relative Value, Credit Arbitrage and Directional Credit.
The sub-fund may invest in transferable securities from any part of the world without being restricted to a
specific geographical area or industrial sector.
The main category of financial instruments are fixed interest securities, floating rate notes, convertible bonds
and bonds with warrants to subscribe for transferable securities, zero-coupon bonds, asset-backed securities
(“ABS”), mortgage-backed securities (“MBS”), securities issued by financial companies including bank debt,
covered bonds, mortgage bonds, credit-linked notes, corporate bonds, municipal bonds and profit-
participation certificates. It will also invest in equities and equity related transferable securities and in
units/shares of other UCIs or UCITS including Exchange Traded Funds (“ETFs”).
The Sub-Fund may use futures contracts, forwards, options, swaps, credit default swaps and other derivatives
as part of the investment strategy. It may also use derivatives to hedge various investments, for risk
management and to increase the Sub-Fund’s income or gain. In order to maximize returns, the Sub-Fund may
also initiate synthetic short positions through the use of derivatives. The underlying assets of the above
mentioned derivatives consist of instruments as described in the Prospectus section 3.1. “Eligible Assets” a) to
g) as well as financial indices, interest rates, foreign exchange rates and commodity indices.
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