PROSPECTUS SWEDBANK ROBUR INTERNATIONAL, SICAV
PROSPECTUS SWEDBANK ROBUR INTERNATIONAL, SICAV
PROSPECTUS SWEDBANK ROBUR INTERNATIONAL, SICAV
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GEDI:3006506v5<br />
<strong>PROSPECTUS</strong><br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong><br />
Société d'Investissement à capital variable<br />
à compartiments multiples<br />
Containing following Sub Funds of Investments<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL EQUITY SUB FUND 1<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EUROPEAN EQUITY SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> RUSSIAN EQUITY SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EASTERN EUROPEAN EQUITY SUB<br />
FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOMORROW EQUITY SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> AFRICA EQUITY SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL BOND SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOTAL RETURN FIXED INCOME SUB<br />
FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH LIQUIDITY SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> MIX SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EURO BOND SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH BOND MEGA SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> FRN SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH TOTAL RETURN PLUS SUB FUND<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> CORPORATE BOND SUB FUND<br />
Subscriptions can only be received on the basis of the latest key investor information<br />
documents ("Key Investor Information Documents") and prospectus. The Key Investor<br />
Information Documents, the latest annual report as well as the latest semi-annual report,<br />
published after the latest annual report, form part of the present full prospectus.<br />
No information other than that contained in this prospectus, in the Key Investor Information<br />
Documents, in the periodic financial reports, as well as in any other documents mentioned in<br />
the prospectus and which may be consulted by the public may be given in connection with<br />
the offer.<br />
In addition to this prospectus, <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> has created<br />
Key Investor Information Documents which contains key information on the historical<br />
performance, the charges, the synthetic risk and reward indicator, the objectives and<br />
investment policy and some practical information of each Sub Fund of <strong>SWEDBANK</strong> <strong>ROBUR</strong><br />
<strong>INTERNATIONAL</strong>, <strong>SICAV</strong>. The Key Investor Information Documents may be obtained free<br />
of charge at the registered office of <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> and<br />
VISA 2012/86983-666-0-PC<br />
1<br />
As from August 28, 2012, this Sub Fund will be renamed from Swedbank Robur International L'apposition du Global visa ne Equity peut en aucun cas servir<br />
d'argument de publicité<br />
Sub Fund into Swedbank Robur International Global High Dividend Sub Fund.<br />
Luxembourg, le 2012-07-30<br />
Commission de Surveillance du Secteur Financier
must be offered free of charge to any investor prior to any subscription in <strong>SWEDBANK</strong><br />
<strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong>.<br />
Shares of <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> may be neither bought nor held<br />
directly or indirectly by investors who are residents or citizens of the United States and its<br />
sovereign territories nor is the transfer of shares to those persons permitted.<br />
Shares of <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> are offered to retail and<br />
institutional investors unless otherwise indicated in this prospectus and/or the Key Investor<br />
Information Documents.<br />
R.C.S LUXEMBOURG B 31.868<br />
July 2012<br />
GEDI:3006506v5 2
TABLE OF CONTENTS<br />
INTRODUCTION.................................................................................................................................................... 6<br />
THE COMPANY...................................................................................................................................................... 7<br />
CAPITAL STOCK................................................................................................................................................... 7<br />
INVESTMENT OBJECTIVE AND POLICY ....................................................................................................... 9<br />
INVESTMENT RESTRICTIONS ........................................................................................................................ 19<br />
RISK FACTORS .................................................................................................................................................... 28<br />
DISTRIBUTION POLICY.................................................................................................................................... 30<br />
NET ASSET VALUE ............................................................................................................................................. 31<br />
ISSUE OF SHARES............................................................................................................................................... 33<br />
REDEMPTION OF SHARES............................................................................................................................... 35<br />
CONVERSION AND SWITCHING BETWEEN SUB FUNDS ........................................................................ 36<br />
MARKET TIMING POLICY............................................................................................................................... 37<br />
TAXATION ............................................................................................................................................................ 37<br />
INVESTMENT MANAGER ................................................................................................................................. 38<br />
DOMICILIARY AGENT ...................................................................................................................................... 39<br />
DEPOSITORY BANK - PAYING AGENT - PLACEMENT AGENT ............................................................. 39<br />
ADMINISTRATOR ............................................................................................................................................... 39<br />
REGISTRAR AND TRANSFER AGENT ........................................................................................................... 39<br />
MAIN DISTRIBUTOR.......................................................................................................................................... 40<br />
DISTRIBUTORS IN THE BALTIC COUNTRIES ............................................................................................ 41<br />
MONEY LAUNDERING PREVENTION........................................................................................................... 42<br />
EXPENSES ............................................................................................................................................................. 42<br />
NOTICES................................................................................................................................................................ 43<br />
DOCUMENTS........................................................................................................................................................ 44<br />
SHAREHOLDER RIGHTS .................................................................................................................................. 45<br />
GEDI:3006506v5 3
REGISTERED OFFICE <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong><br />
65, boulevard Grande-Duchesse Charlotte<br />
L-1331 Luxembourg<br />
Grand Duchy of Luxembourg<br />
DIRECTORS Cecilia Vernerson<br />
Chairman of the Board<br />
Head of Legal and Compliance – Swedbank Asset<br />
Management S.A. Luxembourg<br />
L-1331 Luxembourg – Grand Duchy of Luxembourg<br />
GEDI:3006506v5 4<br />
Lars Friberg<br />
Managing Director – Swedbank Asset Management S.A.<br />
Luxembourg<br />
L-1331 Luxembourg – Grand Duchy of Luxembourg<br />
Sarah Olsson<br />
Legal counsel – Swedbank Robur Fonder AB<br />
S-105 34 Stockholm - Sweden<br />
CONDUCTING PERSONS Per-Olov Carlsson<br />
Chief Financial Officer – Swedbank Robur Fonder AB<br />
S-105 34 Stockholm – Sweden<br />
Petter Brandt<br />
Chief Risk Officer – Swedbank Robur Fonder AB<br />
S-105 34 Stockholm – Sweden<br />
AUDITOR DELOITTE S.A.<br />
560, rue de Neudorf<br />
L-2220 Luxembourg<br />
Grand Duchy of Luxembourg<br />
INVESTMENT MANAGER<br />
MAIN DISTRIBUTOR<br />
DISTRIBUTOR IN<br />
ESTONIA<br />
DISTRIBUTOR IN<br />
LATVIA<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> FONDER AB<br />
Malmskillnadsgatan 32<br />
S-105 34 Stockholm<br />
Sweden<br />
<strong>SWEDBANK</strong> AS<br />
Liivalaia 8<br />
Tallinn 15040<br />
Estonia<br />
AS <strong>SWEDBANK</strong><br />
Balasta dambis 1a<br />
Riga LV-1048<br />
Latvia
DISTRIBUTOR IN<br />
LITHUANIA<br />
DOMICILIARY AGENT<br />
DEPOSITORY BANK<br />
PAYING AGENT<br />
PLACEMENT AGENT<br />
ADMINISTRATOR<br />
REGISTRAR AND<br />
TRANSFER AGENT<br />
"<strong>SWEDBANK</strong>", AB<br />
Konstitucijos pr. 20A<br />
Vilnius LT-03502<br />
Lithuania<br />
GEDI:3006506v5 5<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch<br />
65, boulevard Grande-Duchesse Charlotte<br />
L-1331 Luxembourg<br />
Grand Duchy of Luxembourg<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch<br />
65, boulevard Grande-Duchesse Charlotte<br />
L-1331 Luxembourg<br />
Grand Duchy of Luxembourg<br />
LEGAL ADVISOR ELVINGER, HOSS & PRUSSEN<br />
2, Place Winston Churchill<br />
L-1340 Luxembourg<br />
Grand Duchy of Luxembourg
INTRODUCTION<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> (hereafter the "Company"), described in<br />
this prospectus is a company established in Luxembourg with a variable capital, société<br />
d'investissement à capital variable ("<strong>SICAV</strong>") which comprises separate "Sub Funds"<br />
consisting of securities or other liquid financial assets in accordance with article 41 (1) of the<br />
Law as defined under "The Company" herein below, at the initiative of <strong>SWEDBANK</strong> <strong>ROBUR</strong><br />
AB, Stockholm, Sweden.<br />
The main objective of the Company is to provide a range of Sub Funds combined with active<br />
professional management to diversify investment risk and satisfy the needs of investors<br />
seeking income, capital conservation and longer term capital growth.<br />
As in the case of any investment, the Company cannot guarantee future performance and<br />
there can be no certainty that the investment objectives of the Company's individual Sub<br />
Funds will be achieved.<br />
For the moment, the Company contains following Sub Funds, respectively:<br />
� Swedbank Robur International Global Equity Sub Fund<br />
� Swedbank Robur International European Equity Sub Fund<br />
� Swedbank Robur International Global Bond Sub Fund<br />
� Swedbank Robur International Total Return Fixed Income Sub Fund<br />
� Swedbank Robur International Swedish Liquidity Sub Fund<br />
� Swedbank Robur International Mix Sub Fund<br />
� Swedbank Robur International Swedish Bond Mega Sub Fund<br />
� Swedbank Robur International FRN Sub Fund<br />
� Swedbank Robur International Swedish Total Return Plus Sub Fund<br />
� Swedbank Robur International Tomorrow Equity Sub Fund<br />
� Swedbank Robur International Africa Equity Sub Fund<br />
� Swedbank Robur International Corporate Bond Sub Fund<br />
The denomination currency (the "denomination currency") of the here above mentioned Sub<br />
Funds is Swedish Kronor.<br />
� Swedbank Robur International Euro Bond Sub Fund<br />
� Swedbank Robur International Russian Equity Sub Fund<br />
� Swedbank Robur International Eastern European Equity Sub Fund<br />
The denomination currency of the above Sub Funds is Euro.<br />
The Sub Funds including "Mega" in their name are aimed for wealthy private or institutional<br />
investors.<br />
However, the Board of Directors may decide at any time to create new Sub Funds investing<br />
in securities or other liquid financial assets in accordance with article 41 (1) of the Law as<br />
defined under "The Company" herein below. At the opening of such additional Sub Funds, a<br />
complement of the Prospectus shall be issued providing the investors with all information on<br />
those new Sub Funds and the present prospectus shall be adapted accordingly.<br />
GEDI:3006506v5 6
THE COMPANY<br />
The Company was incorporated in the Grand Duchy of Luxembourg on October 25, 1989<br />
under the name of <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong>. It is organized as a variable capital<br />
company (société d'investissement à capital variable "<strong>SICAV</strong>") under the law of<br />
August 10, 1915 relating to commercial companies and Part I of the law of<br />
December 17, 2010 relating to collective investment undertakings, as may be amended from<br />
time to time (the "Law"). It is established for an undetermined duration from the date of the<br />
incorporation and has adopted the status of self-managed <strong>SICAV</strong> in the meaning of article<br />
27 of the Law.<br />
The registered office of the Company is at 65, boulevard Grande-Duchesse Charlotte, L-<br />
1331 Luxembourg. The articles of incorporation (the "Articles") of the Company were<br />
published in the Mémorial, Recueil des Sociétés et Associations, (hereafter referred to as<br />
the "Mémorial") dated November 28, 1989. The Articles have been deposited with the<br />
Register of the Tribunal d'Arrondissement of Luxembourg where they are available for<br />
inspection and where copies thereof can be obtained. The Articles have been amended on<br />
April 27, 1995 and on July 7, 1997 and the amendments were published in the Mémorial on<br />
May 10, 1995 and on August 11, 1997 respectively. They have further been amended on<br />
December 5, 2005 to be compliant with the Law as published in the Mémorial on December<br />
30, 2005 and also amended on August 6, 2007 to reflect the new name of the Company as<br />
published in the Mémorial on September 14, 2007. The Articles were amended for the last<br />
time on June 3, 2011 as published in the Mémorial on October 10, 2011.<br />
The financial year of the Company starts on January 1st and ends on December 31st of<br />
each year.<br />
Shareholders' meetings are to be held annually in Luxembourg at the Company's registered<br />
office or at such other place as is specified in the notice of meeting. The Annual General<br />
Meeting will be held on the last Friday in April each year, at 2:00 p.m. local time. If such day<br />
is a legal holiday in Luxembourg, the Annual General Meeting shall be held on the next<br />
following business day. Other meetings of shareholders may be held at such place and time<br />
as may be specified in the respective notices of meetings. Notices of meetings will be<br />
published in the Mémorial, in such Luxembourg newspaper and in such other newspaper of<br />
general circulation as the Board of Directors may determine from time to time in accordance<br />
with Luxembourg laws. Resolutions concerning the interests of the shareholders of the<br />
Company shall be taken in a general meeting and resolutions concerning the particular<br />
rights of the shareholders of one specific Sub Fund shall in addition be taken by this Sub<br />
Fund's general meeting.<br />
CAPITAL STOCK<br />
The capital of the Company shall at all times be equal to the value of the net assets of all the<br />
Sub Funds of the Company.<br />
The minimum capital of the Company shall be the equivalent in Swedish Kronor of<br />
EUR 1.250.000. - (one million two hundred fifty thousand Euro). For the purpose of<br />
GEDI:3006506v5 7
determining the capital of the Company, the net assets attributable to each Sub Fund, if not<br />
expressed in Swedish Kronor, will be converted into Swedish Kronor at the then prevailing<br />
exchange rate in Luxembourg.<br />
The Board of Directors is authorised, without limitation and at any time, to issue additional<br />
shares at the respective Net Asset Value per share determined in accordance with the<br />
provisions of the Company's Articles, without reserving to existing shareholders a<br />
preferential right to subscribe for the shares to be issued.<br />
The Company may offer different classes (Classes) of shares in each Sub Fund. The<br />
differences between the Classes may consist in different minimum initial subscription<br />
amounts and different levels of commissions and management fees and different currencies.<br />
The Company may also decide to reserve certain Classes to certain specific categories of<br />
investors.<br />
The Board of Directors may further decide to create in each Class of shares two or more sub<br />
classes (the "Sub Classes" and individually a "Sub Class") whose assets will be commonly<br />
invested pursuant to the specific investment policy of the Class concerned but where a<br />
specific sales and redemption charge structure, fee structure, or other specificity is applied to<br />
each Sub Class.<br />
Name of Sub-Fund Class Class Class<br />
EUR SEK JPY<br />
Swedbank Robur International Global Equity Sub Fund X X<br />
Swedbank Robur International European Equity Sub Fund X X<br />
Swedbank Robur International Russian Equity Sub Fund X 1<br />
X<br />
Swedbank Robur International Eastern European Equity Sub Fund NOT LAUNCHED<br />
Swedbank Robur International Tomorrow Equity Sub Fund X X<br />
Swedbank Robur International Africa Equity Sub Fund X X<br />
Swedbank Robur International Global Bond Sub Fund X<br />
Swedbank Robur International Total Return Fixed Income Sub Fund X<br />
Swedbank Robur International Swedish Liquidity Sub Fund X<br />
Swedbank Robur International Mix Sub Fund NOT LAUNCHED<br />
Swedbank Robur International Euro Bond Sub Fund X<br />
Swedbank Robur International Swedish Bond Mega Sub Fund X<br />
Swedbank Robur International FRN Sub Fund X<br />
Swedbank Robur International Swedish Total Return Plus Sub Fund X<br />
Swedbank Robur International Corporate Bond Sub Fund X<br />
Upon the issue of Classes and/or Sub Classes in another Sub Fund the prospectus shall be<br />
updated accordingly.<br />
Upon the issue of different Classes or Sub Classes of shares, a shareholder may, at his own<br />
expense, at any time, request the Company to convert his shares from one Class or Sub<br />
Class to another Class or Sub Class based on the relative Net Asset Value of the shares to<br />
be converted.<br />
1<br />
The EUR share class of Swedbank Robur International Russian Equity Sub Fund is not yet launched.<br />
GEDI:3006506v5 8
Fractions of shares may be issued with four decimals of a share. Fractions of shares will<br />
have no voting rights but will participate in the distribution of dividends, if any, and in the<br />
liquidation distribution.<br />
All shares are issued, fully paid and have no par value. Shares of any Sub Fund will be<br />
entitled to payment of a dividend in case payment of a dividend is decided. Each share<br />
carries one vote, regardless of its Net Asset Value and of the Sub Fund to which it relates.<br />
Shares are available in registered form. No share certificates will be issued in respect of<br />
registered shares unless specifically requested; registered share ownership will be<br />
evidenced by confirmation of ownership.<br />
If the capital of the Company becomes less than two-thirds of the legal minimum, the<br />
Directors must submit the question of the dissolution of the Company to the general meeting<br />
of shareholders. The meeting is held without a quorum, and decisions are taken by simple<br />
majority. If the capital becomes less than one quarter of the legal minimum, a decision<br />
regarding the dissolution of the Company may be taken by shareholders representing one<br />
quarter of the shares present. The meeting in the foregoing instance must be convened not<br />
later than 40 days from the day on which it appears that the capital has fallen below twothirds<br />
or one quarter of the minimum capital, as the case may be.<br />
INVESTMENT OBJECTIVE AND POLICY<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL EQUITY SUB FUND's principle<br />
objective is to maximize capital appreciation through investment in equity securities and, to a<br />
limited extent, convertible securities, warrants and equity linked notes and other equity linked<br />
securities which are admitted to official listing on a stock exchange or which are traded on<br />
another regulated market which operates regularly and is recognised and open to the public,<br />
hereafter referred to as "a regulated market" in Europe, North or South America, Asia,<br />
Australia, New Zealand or Africa provided that the Sub Fund may invest in equity linked<br />
notes and other equity linked securities which are unlisted within the investment limits set out<br />
below. In order to achieve its investment objectives, the Sub Fund may also invest part or all<br />
of its assets in financial derivative instruments such as futures. However, investors should<br />
note that the use of derivative instruments entails certain risks that may have a negative<br />
impact on the performance of the Sub Fund.<br />
Global Exposure<br />
The Sub Fund uses a relative Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The relative Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The Sub Fund's Value-at-Risk is compared to the MSCI World Net<br />
Return index as reference portfolio. The expected maximum level of leverage for the Sub<br />
Fund, calculated in accordance with CSSF Circular 11/512, is 200 percent.<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept volatility and the possibility of capital losses. The Sub Fund is only intended for<br />
investors who can set aside the invested capital for at least five years.<br />
GEDI:3006506v5 9
As from August 28, 2012, the Sub Fund <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL<br />
EQUITY SUB FUND will be renamed SWEDBBANK <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL<br />
HIGH DIVIDEND SUB FUND. <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL HIGH<br />
DIVIDEND SUB FUND's principle objective is to maximize capital appreciation through<br />
investment in equity securities and, to a limited extent, convertible securities, warrants and<br />
equity linked notes and other equity linked securities which are admitted to official listing on<br />
a stock exchange or which are traded on another regulated market which operates regularly<br />
and is recognised and open to the public, hereafter referred to as "a regulated market" in<br />
Europe, North or South America, Asia, Australia, New Zealand or Africa. The Sub Fund may<br />
also invest in equity linked notes and other equity linked securities which qualify as unlisted<br />
transferable securities within the investment limits set out below.<br />
In order to achieve its investment objectives, the Sub Fund will invest primarily in securities<br />
of companies offering high dividend distribution records. The Sub Fund may invest part or all<br />
of its assets in financial derivative instruments such as, but not limited to, options (call and<br />
put) including on stock dividends, futures, swaps (including credit, credit-default and interest<br />
rate swaps), forward and any other OTC derivatives. However, investors should note that the<br />
use of derivative instruments entails certain risks that may have a negative impact on the<br />
performance of the Sub Fund, as further described under section "RISK FACTORS".<br />
The Sub Fund may also hold liquid assets including interest bearing accounts and term<br />
deposits with credit institutions and money market instruments in order to maximise the<br />
efficiency of the Sub Fund cash management or protect the Sub Fund and its Shareholders<br />
in exceptional market conditions.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept volatility and the possibility of capital losses. The Sub Fund is only intended for<br />
investors who can set aside the invested capital for at least five years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EUROPEAN EQUITY SUB FUND's principle<br />
objective is to maximize capital appreciation through investment in equity securities and, to a<br />
limited extent, convertible securities, warrants and equity linked notes and other equity linked<br />
securities which are admitted to official listing on a stock exchange or which are traded on<br />
another regulated market, within the E.U. or other European non E.U. countries provided<br />
that the Sub Fund may invest in equity linked notes and other equity linked securities which<br />
are unlisted within the investment limits set out below.<br />
GEDI:3006506v5 10
Global Exposure<br />
The Sub Fund uses a relative Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The relative Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The Sub Fund's Value-at-Risk is compared to the MSCI Pan-Euro Net<br />
Return index as reference portfolio. The expected maximum level of leverage for the Sub<br />
Fund, calculated in accordance with CSSF Circular 11/512, is 200 percent.<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept volatility and the possibility of capital losses. The Sub Fund is only intended for<br />
investors who can set aside the invested capital for at least five years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> RUSSIAN EQUITY SUB FUND's policy is to<br />
invest mainly in securities of issuers domiciled, significantly investing or conducting<br />
significant operations in Russia. It may also invest in securities of issuers domiciled,<br />
significantly investing or conducting significant operations in States of the former Soviet<br />
Union, including Armenia, Azerbaijan, Belarus, Estonia, Georgia, Kazakhstan, Kyrgyzstan,<br />
Latvia, Lithuania, Moldavia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan provided that<br />
direct investment in securities listed on these markets shall only be done if the Board of<br />
Directors consider them as appropriate regulated market in the meaning of article 41 (1) of<br />
the Law. The Sub Fund may also invest in securities (such as ADRs and GDRs) giving<br />
exposure to the above securities. At least 75% of the Sub Fund assets will be invested in<br />
equity or equity-related securities.<br />
The Sub Fund may hold liquid assets on an ancillary basis. Under normal market conditions,<br />
investment in liquid assets and debt instruments of any kind will not exceed 25% of the Sub<br />
Fund's net assets. The Sub Fund may use derivative techniques and instruments for efficient<br />
management and hedging purposes on an ancillary basis. However, investors should note<br />
that the use of derivative instruments entails certain risks that may have a negative impact<br />
on the performance of the Sub Fund.<br />
The Sub Fund may invest in securities listed on the RTS Stock Exchange, on the Moscow<br />
Interbank Currency Exchange in Russia and on any other regulated markets in Russia.<br />
Investments in Russia are currently subject to certain heightened risks with regard to the<br />
ownership and custody of securities. In Russia shareholdings are evidenced by entries in the<br />
books of a company or its registrar (which is neither an agent nor responsible to the<br />
Depositary Bank). No certificates representing shareholdings in Russian companies will be<br />
held by the Depositary Bank or any of its local correspondents or in an effective central<br />
depository system. As a result of this system and the lack of effective state regulation and<br />
enforcement, the Sub Fund could lose its registration and ownership of Russian securities<br />
through fraud, negligence or even mere oversight. However, in recognition of such risks, the<br />
Russian correspondent of the Depositary Bank is following increased "due diligence"<br />
procedures. The correspondent has entered into agreements with Russian company<br />
registrars and will only permit investment in those companies that have adequate registrar<br />
procedures in place. In addition, the settlement risk is minimised as the correspondent will<br />
not release cash until registrar extracts have been received and checked. In addition,<br />
Russian debt securities have an increased custodial risk associated with them as such<br />
securities are, in accordance with market practice, held in custody with Russian institutions<br />
which may not have adequate insurance coverage to cover loss due to theft, destruction or<br />
default.<br />
GEDI:3006506v5 11
Global Exposure<br />
The Sub Fund uses the commitment approach for the determination of its global exposure.<br />
Profile of the Typical Investor<br />
The Sub Fund mainly invests in the emerging markets of Eastern Europe. Whilst the longterm<br />
growth potential of East European emerging markets make this Sub Fund very<br />
attractive for investors looking for high investment returns, investors in the Sub Fund need to<br />
be comfortable with the additional political and economic risks associated with emerging<br />
market investments. The Sub Fund may, therefore, be suitable for investors who already<br />
have a globally diversified portfolio and now want to expand into riskier assets in order to<br />
potentially boost returns. Because emerging stock markets are very volatile, investors should<br />
also have a five-to-ten year investment horizon.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EASTERN EUROPEAN EQUITY SUB FUND's<br />
policy is to invest mainly in securities of issuers domiciled, significantly investing or<br />
conducting significant operations in Albania, Armenia, Austria, Azerbaijan, Belarus, Bosnia-<br />
Herzegovina, Bulgaria, Croatia, The Czech Republic, Estonia, Georgia, Greece, Hungary,<br />
Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Macedonia, Moldavia, Montenegro, Poland,<br />
Romania, Russia, Serbia, Slovakia, Slovenia, Tajikistan, Turkey, Turkmenistan, the Ukraine<br />
and Uzbekistan. Direct investment in securities listed on markets in Russia or in States of<br />
the former Soviet Union shall only be done if the Board of Directors consider them as<br />
appropriate regulated market in the meaning of article 41 (1) of the Law. The Sub Fund may<br />
also invest in securities (such as ADRs and GDRs) giving exposure to the above securities.<br />
At least 75% of the Sub Fund's assets will be invested in equity or equity-related securities.<br />
The Sub Fund may hold liquid assets on an ancillary basis. Under normal market conditions,<br />
investment in liquid assets and debt instruments of any kind will not exceed 25% of the Sub<br />
Fund's net assets. The Sub Fund may use derivative techniques and instruments for efficient<br />
management and hedging purposes on an ancillary basis. However, investors should note<br />
that the use of derivative instruments entails certain risks that may have a negative impact<br />
on the performance of the Sub Fund.<br />
Global Exposure<br />
The Sub Fund uses the commitment approach for the determination of its global exposure.<br />
Profile of the Typical Investor<br />
The Sub Fund mainly invests in the emerging markets of Eastern Europe. Whilst the longterm<br />
growth potential of East European emerging markets make this Sub Fund very<br />
attractive for investors looking for high investment returns, investors in the Sub Fund need to<br />
be comfortable with the additional political and economic risks associated with emerging<br />
market investments. The Sub Fund may, therefore, be suitable for investors who already<br />
have a globally diversified portfolio and now want to expand into riskier assets in order to<br />
potentially boost returns. Because emerging stock markets are very volatile, investors should<br />
also have a five-to-ten year investment horizon.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOMORROW EQUITY SUB FUND's principle<br />
objective is to maximize capital appreciation through investment in equity securities and, to a<br />
limited extent, convertible securities, warrants and equity linked notes and other equity linked<br />
securities which are admitted to official listing on a stock exchange or which are traded on<br />
another regulated market which operates regularly and is recognised and open to the public,<br />
in Europe, North or South America, Asia, Australia, New Zealand or Africa and which are<br />
issued by companies that are deemed to adapt and contribute to the development of an<br />
GEDI:3006506v5 12
environmentally and socially sustainable economy. Investment focus is mainly on sectors<br />
and companies that, through their products or services, offer solutions for sustainable use of<br />
natural resources, for reduction of pollution or for improved social welfare. The Sub Fund<br />
can also invest in companies which, in their own business, develop innovative strategies,<br />
methods or technologies that increase their sustainability performance and represent best<br />
practice on the market.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept volatility and the possibility of capital losses. The Sub Fund is only intended for<br />
investors who can set aside the invested capital for at least five years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> AFRICA EQUITY SUB FUND's policy is to invest<br />
mainly in equity and equity-related securities of issuers domiciled, investing or conducting<br />
operations in the African continent, including Madagascar and Mauritius. Direct investment in<br />
securities listed on markets in these countries shall only be done if the Board of Directors<br />
considers them as appropriate regulated market in the meaning of article 41 (1) of the Law.<br />
The Sub Fund may also invest in securities (such as ADRs and GDRs) in regulated markets<br />
in other countries giving exposure to the above mentioned securities. The Sub Fund may<br />
use derivative instruments such as futures and options, for investment purposes and may<br />
also invest in structured products which qualify as transferable securities within the meaning<br />
of articles 1 (26) and 41 (1) of the Law. The Sub Fund may hold liquid assets on an ancillary<br />
basis. The Sub Fund may use derivative techniques and instruments for efficient<br />
management and hedging purposes. However, investors should note that the use of<br />
derivative instruments entails certain risks that may have a negative impact on the<br />
performance of the Sub Fund.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
The Sub Fund mainly invests in the emerging markets of the African continent, including<br />
Madagascar and Mauritius. Whilst the long-term growth potential of these emerging markets<br />
make this Sub Fund very attractive for investors looking for high investment returns,<br />
investors in the Sub Fund need to be comfortable with the additional political and economic<br />
risks associated with emerging market investments. The Sub Fund may, therefore, be<br />
suitable for investors who already have a globally diversified portfolio and now want to<br />
expand into riskier assets in order to potentially boost returns. Because emerging stock<br />
markets are very volatile, investors should also have a five-to-ten year investment horizon.<br />
GEDI:3006506v5 13
Investors should also consult the section "Risk Factors" for a detailed discussion of the risks<br />
associated with African – including Madagascar and Mauritius – securities.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL BOND SUB FUND's aim is to provide a<br />
reasonable high income together with capital appreciation through a conservative investment<br />
policy trading and investing in international bonds, preference shares and convertible<br />
securities which are admitted to official listing on a stock exchange or which are traded on<br />
another regulated market, within the E.U. or the OECD countries.<br />
Global Exposure<br />
The Sub Fund uses the commitment approach for the determination of its global exposure.<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The value of the Sub Fund may decrease in the event<br />
of interest rate changes. The Sub Fund is intended for investors who can set aside the<br />
invested capital for at least three years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOTAL RETURN FIXED INCOME SUB FUND's<br />
aim is to provide a reasonable high income together with capital appreciation through a<br />
conservative investment policy trading and investing in Swedish Kronor and international<br />
bonds, preference shares or Swedish Kronor denominated and international long term and<br />
short term securities such as treasury bills, treasury notes, interest bearing bonded loans<br />
and convertible securities which are admitted to official listing on a stock exchange or which<br />
are traded on another regulated market within the E.U. or the OECD countries. Currency risk<br />
exposure shall mainly be to Swedish Kronor and the Sub Fund will therefore use currency<br />
hedging strategies within the limits prescribed herein below.<br />
The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in<br />
themselves constitute an investment objective.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The value of the Sub Fund may decrease in the event<br />
of interest rate changes. The Sub Fund is intended for investors who can set aside the<br />
invested capital for at least three years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH LIQUIDITY SUB FUND's aim is to<br />
provide a reasonable high income together with capital appreciation through a conservative<br />
investment policy trading and investing in Swedish Kronor and international bonds or other<br />
Swedish Kronor denominated and international short term securities such as treasury bills,<br />
treasury notes, interest bearing bonded loans and convertible securities which are admitted<br />
to official listing on a stock exchange or on another regulated market within the E.U. or the<br />
GEDI:3006506v5 14
OECD countries. Currency risk exposure shall mainly be to Swedish Kronor and the Sub<br />
Fund will therefore use currency hedging strategies within the limits prescribed herein below.<br />
The Sub Fund may hold ancillary liquid assets up to 49% of its total net assets. The average<br />
duration of the Sub Fund's portfolio shall not exceed 360 days.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The Sub Fund is intended for investors who can set<br />
aside the invested capital for at least a few months.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> MIX SUB FUND's aim is to maximise income and<br />
capital appreciation through investment in equity securities, convertible securities,<br />
preference shares, international bonds and other short term and long term fixed income<br />
securities such as treasury bills and treasury notes which are admitted to official listing on a<br />
stock exchange or which are traded on another regulated market in Europe, North or South<br />
America, Asia, Australia, New Zealand or Africa. The Sub Fund may hold ancillary liquid<br />
assets, however these liquid assets will never in themselves constitute an investment<br />
objective. A minimum of 25% of the sub fund's net assets will at all times be invested in fixed<br />
income securities and a minimum of 25% of the sub fund's net assets will at all times be<br />
invested in equity securities.<br />
Global Exposure<br />
The Sub Fund uses the commitment approach for the determination of its global exposure.<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept volatility and the possibility of capital losses. The Sub Fund is only intended for<br />
investors who can set aside the invested capital for at least three to five years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EURO BOND SUB FUND's aim is to provide a<br />
reasonable high income together with capital appreciation through a conservative<br />
investment policy trading and investing in Euro denominated bonds or other Euro<br />
denominated fixed income securities and short term securities which are admitted to official<br />
listing on a stock exchange or which are traded on another regulated market within the EU<br />
or the OECD countries. The Sub Fund may hold liquid assets on an ancillary basis,<br />
however these liquid assets will never in themselves constitute an investment objective.<br />
Global Exposure<br />
The Sub Fund uses the commitment approach for the determination of its global exposure.<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The value of the Sub Fund may decrease in the event<br />
GEDI:3006506v5 15
of interest rate changes. The Sub Fund is intended for investors who can set aside the<br />
invested capital for at least three years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH BOND MEGA SUB FUND's aim is to<br />
provide a reasonable high income together with capital appreciation through a conservative<br />
investment policy trading and investing in Swedish Kronor and international bonds,<br />
occasionally on a very limited basis in preference shares, in Swedish Kronor denominated<br />
and international long term and short term securities such as treasury bills, treasury notes<br />
and convertible securities which are admitted to official listing on a stock exchange or which<br />
are traded on another regulated market within the E.U. or the OECD countries. Currency risk<br />
exposure shall mainly be to Swedish Kronor and the Sub Fund will therefore use currency<br />
hedging strategies within the limits prescribed herein below.<br />
The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in<br />
themselves constitute an investment objective.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for wealthy private and institutional investors. Investors must be<br />
able to accept the possibility of capital losses. The value of the Sub Fund may decrease in<br />
the event of interest rate changes. The Sub Fund is intended for investors who can set aside<br />
the invested capital for at least three years.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> FRN SUB FUND's aim is to provide long term total<br />
returns across varying market conditions from an actively managed portfolio of different<br />
instruments, including transferable securities, bonds, sovereign and corporate debt<br />
securities, money market instruments, financial derivative instruments and certificates of<br />
deposits and deposits, all of which may be denominated in EUR or SEK.<br />
To achieve its investment objective, the Sub Fund will invest not less than 65 percent in<br />
eligible floating rate notes (FRN), such as covered bonds issued by mortgage institutions<br />
(but excluding asset-backed and mortgage-backed securities), bonds issued by senior<br />
banks, municipalities, county councils, states and well-known companies. The Sub Fund will<br />
also make deposits denominated in EUR or SEK and use derivative techniques and<br />
instruments, including OTC derivatives.<br />
The Sub Fund will seek to hedge back non-base currency exposure to the base currency to<br />
moderate currency exchange risks and currency fluctuations. More specifically, foreign<br />
exchange and currency derivatives, such as but not limited to currency swaps, fixed income<br />
swaps, forward currency exchange contracts, future contracts and currency options may be<br />
used for this purpose.<br />
Investment, efficient portfolio and hedging exposures to financial derivative instruments shall<br />
include, but not be limited to, the entry into futures, options, swaps (including credit and<br />
GEDI:3006506v5 16
credit-default and interest rate swaps), forward foreign currency contracts and OTC<br />
derivatives.<br />
Investors should note that the use of derivative instruments entails certain risks that may<br />
have a negative impact on the performance of the Sub Fund as further described under<br />
section "RISK FACTORS".<br />
On an ancillary basis, the Sub-Fund may hold liquid assets and invest up to 10 percent of its<br />
net assets in other transferable securities and money market instruments within the meaning<br />
of point 1) i) of heading 1.2 under section "INVESTMENT RESTRICTIONS".<br />
The time until the stated final maturity of each financial instrument shall not exceed four<br />
years. The weighted average life (WAL, as defined in ESMA’s (European Securities and<br />
Markets Authority) guidelines CESR/10-049) of the portfolio shall not exceed two and a half<br />
years.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The Sub Fund is intended for investors who can set<br />
aside the invested capital for at least one year.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH TOTAL RETURN PLUS SUB FUND's<br />
aim is to provide a reasonable high income together with capital appreciation, under different<br />
market conditions, through a conservative investment policy trading and investing in<br />
Swedish Kronor and international bonds, preference shares or Swedish Kronor denominated<br />
and international long term and short term securities such as treasury bills, treasury notes,<br />
interest bearing bonded loans and convertible securities which are admitted to official listing<br />
on a stock exchange or which are traded on another regulated market within the E.U. or the<br />
OECD countries Currency risk exposure shall mainly be to Swedish Kronor and the Sub<br />
Fund will therefore use currency hedging strategies within the limits prescribed herein below.<br />
The Sub Fund may hold ancillary liquid assets up to 49% of its total net assets. The average<br />
duration of the Sub Fund's portfolio may vary between 0 and 1080 days; as a result thereof<br />
the Sub Fund will have a great flexibility with respect to duration, especially when interest<br />
rates rise, which fact constitutes a prerequisite for creating a reasonable high income<br />
whether the market interest rates rise or decrease.<br />
Global Exposure<br />
The Sub Fund uses an absolute Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in<br />
accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the<br />
Sub Fund).<br />
GEDI:3006506v5 17
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The value of the Sub Fund may, in the short term,<br />
decrease in the event of a rise in interest rates. The Sub Fund is intended for investors who<br />
can set aside the invested capital for at least one year.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> CORPORATE BOND SUB FUND's aim is to<br />
provide a reasonable high income together with capital appreciation through a conservative<br />
investment policy trading and investing mainly in corporate bonds that are presenting a<br />
certain European Union focus. The Sub Fund may also invest in government or covered<br />
bonds as well as in other fixed income securities and equity related transferable securities,<br />
preference shares, international bonds or treasury bills, treasury notes, interest bearing<br />
bonded loans and convertible securities which are admitted to official listing on a stock<br />
exchange or which are traded on another regulated market within the E.U. or the OECD<br />
countries. This Sub Fund may also invest in mortgage bonds to improve the liquidity of the<br />
Sub Fund.<br />
The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in<br />
themselves constitute an investment objective. The average duration of the Sub Fund's<br />
portfolio may vary between 0 and 10 years. The Sub Fund may for the purpose of efficient<br />
portfolio management and to hedge against market risks or to provide exposure towards<br />
certain markets without direct purchase in the underlying assets engaged in various<br />
derivative strategies subject to the restrictions and limits prescribed herein below. Such<br />
transactions in which the Sub Fund may engage include swaps, including interest rate<br />
swaps and credit default swaps, transactions in financial futures contracts and options<br />
thereon. The Sub Fund will seek to hedge its investments against currency fluctuations<br />
which are adverse to the Swedish Kronor as reference currency of the Sub Fund by utilizing<br />
forward currency exchange contracts, futures contracts and currency options. However,<br />
investors should note that the use of derivative instruments entails certain risks that may<br />
have a negative impact on the performance of the Sub Fund.<br />
Global Exposure<br />
The Sub Fund uses a relative Value-at-Risk model for the determination of its global<br />
exposure. The Monte Carlo method is used with a 99 percent confidence level and a one<br />
day time horizon. The relative Value-at-Risk approach is further described under point 8) iii)<br />
"Global Exposure". The Sub Fund's Value-at-Risk is compared to the Markit iBoxx EUR<br />
Corporates 1-5 (hedged in SEK) index as reference portfolio. The expected maximum level<br />
of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 200<br />
percent.<br />
Profile of the Typical Investor<br />
This Sub Fund is intended for private and institutional investors. Investors must be able to<br />
accept the possibility of capital losses. The value of the Sub Fund may decrease in the event<br />
of interest rate changes. The Sub Fund is intended for investors who can set aside the<br />
invested capital for at least three to five years.<br />
The above investment policies and objectives do not constitute a guarantee of<br />
performance. No guaranty can be given that the investment objectives of the relevant<br />
Sub Funds will be achieved. Prospective investors should consider their personal<br />
situation before investing in <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> or any of<br />
its Sub Funds, respectively.<br />
GEDI:3006506v5 18
1. Investment Instruments<br />
INVESTMENT RESTRICTIONS<br />
1.1. The investments of each Sub Fund of the Company shall consist exclusively of:<br />
a) transferable securities and money market instruments admitted to or dealt in on a<br />
regulated market;<br />
b) transferable securities and money market instruments dealt in on another market<br />
in a member state as defined in the Law (a "Member State") which is regulated,<br />
operates regularly and is recognized and open to the public;<br />
c) transferable securities and money market instruments admitted to official listing<br />
on a stock exchange in a country in Europe (other than a Member State), Northand<br />
South America, Asia, Australia, New Zealand or Africa or dealt in on another<br />
market in one of these countries which is regulated, operates regularly and is<br />
recognized and open to the public;<br />
d) new issues of transferable securities and of money market instruments, provided<br />
that:<br />
- the terms of issue include an undertaking that applications will be made for<br />
admission to official listing on a stock exchange or to another regulated market<br />
which operates regularly and is recognized and open to the public in a country in<br />
Europe (including a Member State), North- and South America, Asia, Australia,<br />
New Zealand or Africa;<br />
- such admission is scheduled to be secured within a year of issue.<br />
e) units of UCITS authorized according to Directive 2009/65/EC and/or other<br />
collective investment undertakings within the meaning of Article 1 paragraph (2) ,<br />
points a) and b) of the Directive 2009/65/EC should they be situated in a Member<br />
State or not, provided that:<br />
- such other collective investment undertakings are authorized under laws which<br />
provide that they are subject to supervision considered by the CSSF to be<br />
equivalent to that laid down in Community law, and that cooperation between<br />
authorities is sufficiently ensured,<br />
- the level of protection for unitholders in the other collective investment<br />
undertakings is equivalent to that provided for unitholders in a UCITS, and in<br />
particular that the rules on assets segregation, borrowing, lending, and<br />
uncovered sales of transferable securities and money market instruments are<br />
equivalent to the requirements of Directive 2009/65/EC,<br />
- the business of the other collective investment undertakings is reported in halfyearly<br />
and annual reports to enable an assessment to be made of the assets and<br />
liabilities, income and operations over the reporting period, and<br />
GEDI:3006506v5 19
- no more than 10% of the UCITS' or the other collective investment undertakings'<br />
assets, whose acquisition is contemplated, can, according to their fund rules or<br />
instruments of incorporation, be invested in aggregate in units of other UCITS or<br />
other collective investment undertakings;<br />
f) deposits with credit institutions which are repayable on demand or have the right<br />
to be withdrawn, and maturing in no more than twelve months, provided that the<br />
credit institution has its registered office in a Member State or, if the registered<br />
office of the credit institution is situated in a third country, provided that it is<br />
subject to prudential rules considered by the CSSF as equivalent to those laid<br />
down in Community law;<br />
g) financial derivative instruments, including equivalent cash-settled instruments,<br />
dealt in on a regulated market referred to in a), b) and c) hereinabove; and/or<br />
financial derivative instruments dealt in over-the-counter ("OTC derivatives"),<br />
provided that:<br />
- the underlying consists of instruments covered by this paragraph, financial<br />
indices, interest rates, foreign exchange rates or currencies, in which the<br />
Company may invest according to its investment objectives,<br />
- the counterparties to OTC derivative transactions are institutions subject to<br />
prudential supervision, and belonging to the categories approved by the CSSF,<br />
and<br />
- the OTC derivatives are subject to reliable and verifiable valuation on a daily<br />
basis and can be sold, liquidated or closed by an offsetting transaction at any<br />
time at their fair value at the Company's initiative;<br />
h) money market instruments other than those dealt in on a regulated market, if the<br />
issue or issuer of such instruments is itself regulated for the purpose of protecting<br />
investors and savings, and provided that they are:<br />
- issued or guaranteed by a central, regional or local authority or central bank of a<br />
Member State, the European Central Bank, the European Union or the European<br />
Investment Bank, a non-Member State or, in the case of a Federal State by one<br />
of the members making up the federation, or by a public international body to<br />
which one or more Member States belong, or<br />
- issued by an undertaking any securities of which are dealt in on regulated<br />
markets referred to in a), b) or c) hereinabove, or<br />
- issued or guaranteed by an establishment subject to prudential supervision, in<br />
accordance with criteria defined by Community law, or by an establishment which<br />
is subject to and complies with prudential rules considered by the CSSF to be at<br />
least as stringent as those laid down by Community law; or<br />
- issued by other bodies belonging to the categories approved by the CSSF<br />
provided that investments in such instruments are subject to investor protection<br />
equivalent to that laid down in the first, the second or the third indent of this<br />
paragraph h), and provided that the issuer is a company whose capital and<br />
reserves amount to at least ten million Euros (EUR 10,000,000.-) and which<br />
GEDI:3006506v5 20
1.2. However,<br />
presents and publishes its annual accounts in accordance with<br />
Directive 78/660/EEC, is an entity which, within a group of companies which<br />
includes one or several listed companies, is dedicated to the financing of the<br />
group or is an entity which is dedicated to the financing of securitization vehicles<br />
which benefit from a banking liquidity line.<br />
1) i) The Company may invest no more than 10% of each Sub Fund's assets in<br />
transferable securities and money market instruments other than those referred<br />
to in a), b), c), d) and h) hereinabove;<br />
ii) The Company may acquire movable and immovable property which is essential<br />
for the direct pursuit of its business;<br />
iii) The Company may not acquire either precious metals or certificates representing<br />
them.<br />
2) i) The Company will invest no more than 10% of the net assets of any Sub Fund in<br />
transferable securities or money market instruments issued by the same issuing<br />
body. The Company may invest no more than 20% of the assets of a Sub Fund<br />
in deposits made with the same body. The risk exposure to a counter-party of the<br />
Company in an OTC derivative transaction may not exceed 10% of the assets of<br />
the relevant Sub Fund when the counter-party is a credit institution referred to in<br />
f) hereinabove or 5% of the relevant Sub Fund's assets in other cases.<br />
ii) The total value of the transferable securities and money market instruments held<br />
by each Sub Fund in the issuing bodies in each of which the Sub Fund invests<br />
more than 5% of its net assets must not exceed 40% of the value of its net<br />
assets. This limitation does not apply to deposits and OTC derivative transactions<br />
made with financial institutions subject to prudential supervision.<br />
Notwithstanding the individual limits laid down in paragraph i), the Company may<br />
not, for each Sub Fund, combine<br />
- investments in transferable securities or money market instruments issued by<br />
a single body,<br />
- deposits made with a single body, and/or<br />
- exposures arising from OTC derivative transactions undertaken with a single<br />
body<br />
in excess of 20% of the Sub Fund's net assets.<br />
iii) The limit of 10% laid down in paragraph 2 i) 1 st sentence above may be increased<br />
to a maximum of 35% in respect of transferable securities or money market<br />
instruments which are issued or guaranteed by a Member State, its local<br />
authorities, or by a non Member State or by public international bodies of which<br />
one or more Member States are members.<br />
GEDI:3006506v5 21
iv) The limit of 10% referred to in paragraph 2) i) 1 st sentence may be raised to<br />
maximum 25% for certain debt securities if they are issued by a credit institution<br />
whose registered office is situated in a Member State and which is subject, by<br />
virtue of law to particular public supervision for the purpose of protecting the<br />
holders of such debt securities. In particular, the amounts resulting from the issue<br />
of such debt securities must be invested pursuant to the law in assets which<br />
sufficiently cover, during the whole period of validity of such debt securities, the<br />
liabilities arising there from and which are assigned to the preferential repayment<br />
of capital and accrued interest in the case of bankruptcy of the issuer. If a Sub<br />
Fund invests more than 5% of its net assets in such debt securities and issued by<br />
the same issuer, the total value of such investments may not exceed 80% of the<br />
value of the Sub Fund's net assets.<br />
v) The transferable securities and money market instruments referred to in<br />
paragraphs 2) iii) and 2) iv) above are not included in the calculation of the limit of<br />
40% laid down in paragraph 2) ii).<br />
The limits set out in paragraphs i), ii) iii) and iv) may not be aggregated and<br />
accordingly, investments in transferable securities or money market instruments<br />
issued by the same issuing body, in deposits or derivative instruments made with this<br />
body effected in accordance with sub-paragraphs i), ii) iii) and iv) above may not, in<br />
any event exceed a total of 35% of any Sub Fund's net assets. A Sub Fund may<br />
cumulatively invest up to 20% of its net assets in transferable securities and money<br />
market instruments within the same group. Companies which are included in the<br />
same group for the purposes of consolidated accounts, as defined in accordance with<br />
Directive 83/349/EEC or in accordance with recognised international accounting<br />
rules, are regarded as a single body for the purpose of calculating the limits within the<br />
same group.<br />
Notwithstanding the limits set out in 2) above, in accordance with article 44 of<br />
the Law, each Sub Fund is authorized to invest up to 20% of its net assets in<br />
shares and/or debt securities issued by the same body when such Sub Funds'<br />
investment policy is to replicate the composition of a certain equity or debt<br />
securities index which is recognized by the CSSF on the following basis:<br />
- its composition is sufficiently diversified,<br />
- the index represents an adequate benchmark for the market to which it<br />
refers,<br />
- it is published in an appropriate manner.<br />
The limit of 20% is raised to 35% when justified by exceptional market<br />
conditions in particular on regulated markets when certain transferable<br />
securities or money market instruments are highly dominant. The investment<br />
up to 35% shall only be permitted for one single issuer.<br />
Notwithstanding 2) above, in accordance with article 45 of the Law, the<br />
Company is authorized to invest up to 100% of the net assets of each Sub Fund<br />
in transferable securities and money market instruments issued or guaranteed<br />
by a Member State, its local authorities, a state accepted by the Luxembourg<br />
supervisory authority (being at the date of this Prospectus OECD member<br />
states, Singapore, Brazil, Russia, Indonesia and South Africa) or public<br />
international bodies of which one or more EU Member States are members on<br />
GEDI:3006506v5 22
the condition that the respective Sub Fund's net assets are diversified on a<br />
minimum of six separate issues, and each issue may not account for more than<br />
30% of the total net asset value of the Sub Fund.<br />
3) i) The Company may not acquire any shares carrying voting rights which would<br />
enable it to exercise significant influence over the management of an issuing<br />
body.<br />
ii) The Company may acquire no more than (a) 10% of the non-voting shares of the<br />
same issuer or (b) 10% of the debt securities of the same issuer, or (c) 10% of<br />
the money market instruments of any single issuer, or (d) 25% of the units of the<br />
same collective investment undertaking provided that such limits laid down in (b),<br />
(c) and (d) may be disregarded at the time of acquisition if at that time the gross<br />
amount of debt securities or of the money market instruments or the net amount<br />
of the instruments in issue cannot be calculated.<br />
iii) The limits laid down in i) and ii) above shall not apply to the following:<br />
- transferable securities and money market instruments issued or guaranteed<br />
by a Member State or its local authorities or by a non-Member State or issued<br />
by public international bodies of which one or more Member States are<br />
members, or<br />
- shares held by the Company in the capital of a company incorporated in a<br />
third country of the European Union which invests its assets mainly in the<br />
securities of issuing bodies having their registered office in that State, if,<br />
under the legislation of that State, such a holding represents the only way in<br />
which the Company can invest in the securities of issuing bodies of that State,<br />
provided that in its investment policy the company from the third country of<br />
the European Union complies with the limits laid down herein in 2, 3 i) and ii)<br />
and 4, or<br />
- shares held by the Company in the capital of subsidiary companies which,<br />
exclusively on its behalf carry on only the business of management, advice or<br />
marketing in the country where the subsidiary is located, in regard to the<br />
redemption of shares at the request of shareholders.<br />
4) i) The Company may acquire the units of UCITS and/or other UCI referred to in e)<br />
hereinabove, provided that no more than 20% of the net assets of each Sub<br />
Fund are invested in the units of a single UCITS or other UCI.<br />
For the purpose of the application of this investment limit, each compartment of a<br />
UCI with multiple sub funds is to be considered as a separate issuer provided<br />
that the principle of segregation of the obligations of the various sub funds vis-àvis<br />
third parties is ensured;<br />
ii) Investments made in units of UCIs other than UCITS may not in aggregate<br />
exceed 30% of the net assets of each Sub Fund.<br />
When the Company has acquired units of UCITS and/or other UCIs, the assets of<br />
the respective UCITS or other UCIs do not have to be combined for the purposes<br />
of the limits laid down in 2 hereinabove.<br />
GEDI:3006506v5 23
iii) When the Company invests in the units of other UCITS and/or other UCIs that<br />
are managed, directly or by delegation, by the same management company or by<br />
any other company with which the management company is linked by common<br />
management or control, or by a substantial direct or indirect holding, that<br />
management company or other company may not charge subscription or<br />
redemption fees on account of the Company investment in the units of such other<br />
UCITS and/or UCIs.<br />
When a Sub Fund invests a substantial proportion of its net assets in other<br />
UCITS and/or other UCIs linked to the Company as indicated hereinabove, the<br />
maximum level of the management fees that may be charged both to the Sub<br />
Funds of the Company itself and to the other UCITS and/or other UCIs in which it<br />
invests may not exceed 6% of each Sub Fund's net assets. In its annual report<br />
the Company shall indicate the maximum proportion of management fees<br />
charged both to the Sub Funds of the Company itself and to the UCITS and/or<br />
other UCIs in which it invests.<br />
5) The Company may not borrow.<br />
However, the Company may acquire foreign currency by means of a back-to-back<br />
loan and may borrow the equivalent of:<br />
a) up to 10% of the net assets of each Sub Fund provided that the borrowing is on a<br />
temporary basis;<br />
b) up to 10% of the net assets of each Sub Fund provided that the borrowing is to<br />
make possible the acquisition of immovable property essential for the direct<br />
pursuit of its business; in this case, these borrowings and those referred to above<br />
may not in any case in total exceed 15% of the net assets of a Sub Fund of the<br />
Company.<br />
6) The Company may not grant loans to or act as guarantor for third parties. This shall<br />
not prevent the Company from acquiring transferable securities or money market<br />
instruments or other financial instruments referred to in e), g) and h) hereinabove<br />
which are not fully paid.<br />
7) The Company may not carry out uncovered sales of transferable securities, money<br />
market instruments or other financial instruments referred to in e), g) and h)<br />
hereinabove.<br />
8) i) The Company will employ a risk management process which enables it to<br />
monitor and measure at any time the risk of the positions and their contribution to<br />
the overall risk profile of the portfolio; it will employ a process for accurate and<br />
independent assessment of the value of OTC derivative instruments. The<br />
Company will communicate to the CSSF regularly and in accordance with the<br />
detailed rules the CSSF shall define, the types of derivative instruments, the<br />
underlying risks, the quantitative limits and the methods which are chosen in<br />
order to estimate the risks associated with transactions in derivative instruments.<br />
ii) The Company shall ensure that each Sub Fund's global exposure relating to<br />
derivative instruments does not exceed the total net value of its portfolio. The<br />
GEDI:3006506v5 24
exposure is calculated taking into account the current value of the underlying<br />
assets, the counterparty risk, foreseeable market movements and the time<br />
available to liquidate the positions. A Sub Fund may invest, as part of its<br />
investment policy and within the limits laid down in 2 viii) above in financial<br />
derivative instruments provided that the exposure to the underlying assets does<br />
not exceed in aggregate the investment limits laid down in 2 above. When a Sub<br />
Fund invests in index-based financial derivative instruments, these investments<br />
do not have to be combined to the limits laid down in 2 above. When a<br />
transferable security or money market instrument embeds a derivative, the latter<br />
must be taken into account when complying with the requirements of this<br />
paragraph.<br />
iii) Global Exposure<br />
General<br />
As specified in the relevant "Investment Objective and Policy" sections of each<br />
Sub Fund, the Sub Funds apply either a relative Value-at-Risk (VaR) approach,<br />
an absolute VaR approach or the commitment approach to calculate their global<br />
exposure.<br />
VaR is a means of measuring the potential loss to a Sub Fund due to market<br />
risk and is expressed as the maximum potential loss at a 99% confidence level<br />
over a one day time horizon.<br />
Relative VaR<br />
The relative VaR approach indicates the ratio of the Sub Fund's absolute VaR<br />
and its benchmark's absolute VaR, and is a measure of the risk that the Sub<br />
Fund's returns deviate from its benchmark's returns. The ratio may not,<br />
according to law, be greater than two.<br />
Absolute VaR<br />
The absolute VaR approach calculates a Sub Fund's VaR as a percentage of<br />
the Net Asset Value of the Sub Fund and is measured against an absolute limit<br />
of 4,47% as defined by the CSSF. The percentage of the expected maximum<br />
level of leverage disclosed for each Sub Fund does not include the portfolio of<br />
the Sub Fund itself.<br />
9) The Company may hold ancillary liquid assets.<br />
10) i) The Company need not comply with the limits laid down hereinabove when<br />
exercising subscription rights attaching to transferable securities or money<br />
market instruments which form part of their assets. While ensuring observance of<br />
the principle of risk-spreading, the Company may derogate from restrictions 2<br />
and 4 for a period of six months following the date of the authorisation of any new<br />
Sub Fund.<br />
ii) If the limitations are exceeded for reasons beyond the control of the Company or<br />
as a result of the exercise of subscription rights, it must adopt as a priority<br />
objective for its sales transactions the remedying of that situation, taking due<br />
account of the interests of its shareholders.<br />
GEDI:3006506v5 25
iii) To the extent an issuer is a legal entity with multiple compartments where the<br />
assets of a sub fund are exclusively reserved to the investors in such sub fund<br />
and to those creditors whose claim has arisen in connection with the creation,<br />
operation or liquidation of that sub fund, each sub fund is to be considered as a<br />
separate issuer for the purpose of the application of the risk-spreading rules set<br />
out in 2 and 4.<br />
The Company may use techniques and instruments conducive to efficient portfolio<br />
management. To accomplish this each Sub Fund may undertake transactions relating to:<br />
� Options<br />
� Financial futures and related options,<br />
� Securities lending,<br />
� Repurchase agreements.<br />
The Company may buy and sell call and put options on equities, money market instruments,<br />
interest rates and stock market indices, providing that these are traded on a regulated<br />
market. The total of the premium paid for the acquisition of call and put options for hedging<br />
and other purposes may not exceed 15% of the net asset value of the Company. At the<br />
conclusion of contracts for the sale of call options, the Company must hold either the<br />
underlying securities, money market instruments, matching call options, or other instruments<br />
which provide sufficient coverage of the commitments resulting from the contracts in<br />
question. However, the Company may sell uncovered call options on securities or money<br />
market instruments, it does not own at the conclusion of the option contract, if the exercise<br />
price of the call option sold in this way does not exceed 25% of the net asset value of the<br />
Company. The Company must at all times be able to cover the positions taken on these<br />
sales. When a put option is sold, the Company must be covered for the full duration of the<br />
option contract by liquid resources sufficient to pay for the securities or money market<br />
instruments deliverable to it on exercise of the option by the counterparty. The total<br />
commitment arising on the sale of call and put options for which the Company has adequate<br />
coverage, may at no time exceed the net asset value of the Company.<br />
The Company may buy and sell financial futures and related options on equities, money<br />
market instruments, interest rates and stock market indices providing that these are traded<br />
on a regulated market. However, interest rate swaps on a mutual agreement basis may be<br />
entered into with first class financial institutions specialising in this type of transaction.<br />
The Company may, as a global hedge against unfavourable stock market movements, sell<br />
futures, sell call options or buy put options on stock market indices. The objective of these<br />
hedging operations assumes that a sufficient correlation exists between the composition of<br />
the index used and the Sub Fund's corresponding portfolio.<br />
The total commitment relating to futures and options contracts on stock market indices may<br />
not exceed the global valuation of securities hold by the Sub Fund in the market<br />
corresponding to each index.<br />
When the Company, as a global hedge against interest rate fluctuations sells interest rate<br />
futures, sells call options, buys put options on interest rates or enters into interest rate<br />
swaps, may the total commitment from these transactions not exceed the global valuation of<br />
the assets to be hedged in the currency corresponding to these contracts.<br />
GEDI:3006506v5 26
The Company may for a purpose, other than hedging, buy and sell futures contracts and<br />
options contracts on any type of financial instrument, providing that the total commitment<br />
arising on these purchase and sale transactions together with the total commitment arising<br />
on the sale of call and put options on transferable securities and money market instruments<br />
at no time exceeds the net asset value of the Company. Sales of call options on transferable<br />
securities and money market instruments for which the Sub Fund has sufficient coverage are<br />
not included in the calculation of the total commitment referred to above.<br />
In this context, the commitment arising on transactions which do not relate to options on<br />
transferable securities or money market instruments is defined as follows:<br />
� The commitment arising on futures is equal to the liquidation value of the net position<br />
of contracts relating to similar financial instruments (after netting between purchase<br />
and sale positions), without taking into account their respective maturities<br />
� The commitment relating to options bought and sold is equal to the sum of the<br />
exercise prices of those options representing the net sold position in respect of the<br />
same underlying asset, without taking into account their respective maturities.<br />
It should be remembered that the total of the premiums paid to acquire call and put options<br />
as described here, together with the total of the premiums paid to acquire call and put<br />
options on transferable securities or money market instruments as described above, may not<br />
exceed 15% of the net asset value of the Sub Fund.<br />
The Company may, for the purpose of efficient portfolio management, from time to time<br />
enter into repurchase agreements. Such transactions may only be entered into with first<br />
class financial institutions specialising in this type of securities. The Company's exposure to<br />
this type of agreements may at no time exceed 20% of the net asset value of the Company.<br />
The Company cannot sell securities which are the object of the contract, either before the<br />
right to repurchase these securities has been exercised by the counterparty, or the<br />
repurchase term has expired. The Company must at all times ensure that the level of<br />
purchased securities, subject to a repurchase obligation, is such that it is able, at all times, to<br />
meet its obligation to redeem its own shares.<br />
To protect assets against the fluctuation of currencies, the Company may enter into<br />
transactions the purpose of which is the sale of forward exchange contracts, sale of call<br />
options, or the purchase of put options in respect of currencies. The transaction referred to<br />
here may only be entered into via contracts which are dealt in on a regulated market.<br />
For the same purpose, the Company may also sell currencies forward or exchange<br />
currencies on a mutual agreement basis with first class financial institutions specialising in<br />
this type of transaction.<br />
The hedging objectives of the transactions referred to above presupposes the existence of a<br />
direct relationship between these transactions and the assets which are being hedged and<br />
implies that transactions in a given currency cannot exceed the total valuation of assets<br />
denominated in that currency nor may the duration of these transactions exceed the period<br />
for which the respective assets are held.<br />
In its financial reports, the Company must indicate for the types of transactions entered into,<br />
the total commitment arising on such transactions outstanding at the reference date of the<br />
financial reports in question.<br />
GEDI:3006506v5 27
The Company may for each Sub Fund lend securities to third parties (the securities lending<br />
transaction may not extend beyond a period of 30 days and may not exceed 50% of the<br />
global valuation of the total securities of a Sub Fund). The limitations pursuant to which<br />
securities lending transactions may not extend beyond a period of 30 days and may not<br />
exceed 50% of the global valuation of the total securities of a Sub Fund, do not apply where<br />
the Sub Fund has the right at any time to terminate the lending transaction and obtain the<br />
restitution of the securities lent. Such operations shall be made only in the CLEARSTREAM<br />
and EUROCLEAR systems. The loan must moreover be covered by a charge on securities<br />
or on time deposits.<br />
RISK FACTORS<br />
The investment objective and investment policy of each Sub Fund are described in the<br />
section "Investment Objective and Policy".<br />
Investment in Africa, including Madagascar and Mauritius<br />
Investing in Africa, including Madagascar and Mauritius, involves additional risk. The<br />
following are special considerations that should be considered when contemplating an<br />
investment in <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> AFRICA EQUITY SUB FUND (the<br />
Sub Fund):<br />
Economic, Social, Political and Religious Considerations<br />
A concentration of equity investments in a single region such as Africa, including<br />
Madagascar and Mauritius, means that an investment in the Sub Fund represents a high<br />
risk. The Sub Fund's assets will be invested in securities of smaller companies whose<br />
liquidity could affect pricing. The yield may therefore fluctuate more abruptly than in equity<br />
funds generally.<br />
The Sub Fund will invest in emerging market securities. Investors should appreciate that<br />
these securities may be more volatile than securities in more developed markets. As a result<br />
there may be a greater risk of price fluctuation and of the suspension of redemptions in such<br />
a fund, compared with funds investing in more mature markets. This volatility may stem from<br />
political and economic factors, and be exacerbated by trading liquidity, settlement, transfer<br />
of securities and currency factors. Some emerging market countries have relatively<br />
prosperous economies but may be sensitive to world commodity prices. Others are<br />
especially vulnerable to economic conditions in other countries. Although care is taken to<br />
understand and manage these risks, the Sub Fund, and ultimately its shareholders, will bear<br />
these risks.<br />
The economy of most African countries differs from that of other countries in such respects<br />
as structure, level of government involvement, level of development, growth rate level,<br />
control of capital flow and allocation of resources. Religious conflicts occur in the region on a<br />
regular basis. The Sub Fund, and ultimately its shareholders, will bear all these risks.<br />
GEDI:3006506v5 28
Legal Considerations<br />
Most laws and regulations governing corporations, securities and markets in Africa, including<br />
Madagascar and Mauritius, have been introduced relatively recently and are in the early<br />
stages of development.<br />
Local correspondent banks<br />
The Sub Fund may invest directly in securities listed on regulated markets in the African<br />
continent, including Madagascar and Mauritius. Investments in the region are currently<br />
subject to certain heightened risks with regard to the custody of securities. However, in<br />
recognition of such risks, the local correspondent banks of the Depositary Bank are following<br />
increased "due diligence" procedures.<br />
Foreign Exchange Control and Currency Conversion Risk<br />
Systems of foreign exchange administration in several countries in Africa, including<br />
Madagascar and Mauritius, imposes restrictions on the ability of enterprises in the region to<br />
retain and deal in foreign currency. Many of the underlying investments of the Sub Fund will<br />
be denominated in different currencies than that of the Sub Fund. This means currency<br />
movements in underlying investments may significantly affect the value of the Sub Fund<br />
portfolio.<br />
Tax Considerations<br />
As a result of investing in securities of companies in Africa, including Madagascar and<br />
Mauritius, the Sub Fund may be subject to withholding and other taxes imposed by<br />
authorities. Tax laws and regulations in the region are constantly changing, and they may be<br />
changed with retrospective effect. The interpretation and applicability of the tax law and<br />
regulations by tax authorities are not as consistent and transparent as those of more<br />
developed nations, and may vary from region to region.<br />
Currency Risk<br />
Currency fluctuations may adversely affect the value of a Sub Fund’s investments and the<br />
income thereon and, depending on an investor’s currency of reference, currency fluctuations<br />
may adversely affect the value of his/her investment in shares. A significant portion of a Sub<br />
Fund’s assets may be denominated in a currency other than the denomination currency of a<br />
Sub Fund or Class. There is the risk that the value of such assets and/or the value of any<br />
distributions from such assets may decrease if the underlying currency in which assets are<br />
traded falls relative to the denomination currency in which shares of the relevant Sub Fund<br />
are valued and priced.<br />
Sub Funds may hedge their foreign currency risk through foreign currency exchange<br />
contracts, forward contracts, currency options and other methods as further disclosed in the<br />
relevant investment objective and policy of each Sub Fund. To the extent that a Sub Fund<br />
does not hedge its foreign currency risk or such hedging is incomplete or unsuccessful, the<br />
value of that Sub Fund’s assets and income could be adversely affected by currency<br />
exchange rate movements. There may also be circumstances in which a hedging transaction<br />
may reduce currency gains that would otherwise arise in the valuation of the Sub Fund in<br />
circumstances where no such hedging transactions are undertaken.<br />
GEDI:3006506v5 29
Hedging Risk<br />
The Sub Funds may employ hedging techniques designed to protect against adverse<br />
movements in currency, interest rates or other risks as further disclosed in the relevant<br />
investment objective and policy of each Sub Fund. While such transactions may reduce<br />
certain risks, such transactions themselves may entail certain other risks. Thus, while a Sub<br />
Fund or Class may benefit from the use of these hedging mechanisms, unanticipated<br />
changes in interest rates, securities prices, currency exchange rates or other factors may<br />
result in poorer overall performance for the relevant Sub Fund or Class than if it had not<br />
entered into such hedging transactions.<br />
Use of Derivative instruments<br />
In case a Sub Fund may use derivatives, this may involve risks which are different from and<br />
possibly greater than the risks associated with investing directly in securities and traditional<br />
instruments. Derivatives are subject to liquidity risk, interest rate risk, market risk and default<br />
risk. They also involve the risk of improper valuation and the risk that the changes in the<br />
value of the derivative may not correlate perfectly with the underlying asset, rate or index. As<br />
a consequence, a Sub Fund, when investing in derivative transactions, may lose more than<br />
the principal amount invested, resulting in a further loss to the relevant Sub Fund.<br />
Risks linked to entering into forwards, swaps, OTC options or any other OTC<br />
derivatives<br />
OTC derivatives are not traded on exchanges but rather banks and dealers act as principals<br />
by entering into an agreement to pay and receive certain cash flow over a certain time<br />
period, as specified in the OTC derivative. Consequently, the Sub Fund is subject to the risk<br />
of the counterparty's inability or refusal to perform according to the terms of the OTC<br />
derivative. The OTC derivative market is generally unregulated by any governmental<br />
authority. The use of credit derivative such as credit default swaps can be subject to higher<br />
risk than direct investment in securities. The market for credit derivative may from time to<br />
time be less liquid than the markets for transferable securities. In relation to credit default<br />
swaps where the Sub Fund buys protection, the Sub Fund is subject to the risk of the<br />
counterparty of the credit default swaps defaulting. To mitigate the counterparty risk resulting<br />
from credit default swap transactions, the Sub Fund will only enter into credit default swaps<br />
with highly rated financial institutions specialized in this type of transaction and in<br />
accordance with the standard terms laid down by the ISDA. The Sub Fund may have credit<br />
exposure to one or more counterparties by virtue of its investment positions. To the extent<br />
that a counterpart defaults on its obligation and the Company is delayed or prevented from<br />
exercising its rights with respect to the investments in its portfolio, it may experience a<br />
decline in the value of its position, loose income and incur costs associated with asserting its<br />
rights. Such risks will increase where the Sub Fund uses only a limited number of<br />
counterparties. Participants to such markets are not protected against defaulting<br />
counterparts in their transactions because such contracts are not guaranteed by a<br />
clearinghouse.<br />
DISTRIBUTION POLICY<br />
The Annual General Meeting shall decide, on recommendation of the Board of Directors,<br />
what share of the Sub Fund's profits shall be distributed.<br />
GEDI:3006506v5 30
The annual dividend shall be decided by the Annual General Meeting whereas the semiannual<br />
dividends - interim dividends - shall be decided by the Board of Directors. The<br />
dividend will be paid in the denomination currency of the respective Sub Fund.<br />
At present, no distributions are contemplated from any of the Sub Funds and all income of<br />
the Sub Funds will be automatically reinvested. By way of derogation, an annual dividend<br />
may be declared in relation to Shares in Class JPY of <strong>SWEDBANK</strong> <strong>ROBUR</strong><br />
<strong>INTERNATIONAL</strong> RUSSIAN EQUITY SUB FUND.<br />
No distribution may be made as a result of which the minimum capital of the company falls<br />
below the equivalent in Swedish Kronor of EUR 1.250.000.<br />
NET ASSET VALUE<br />
The Net Asset Value of each Sub Fund will be expressed in the denomination currency of<br />
the respective Sub Fund as per share figure, and shall be determined on any Valuation<br />
Date, by <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch by dividing the value of the net assets<br />
of the Sub Fund, being the value of the assets of that Sub Fund less its liabilities, on the<br />
Valuation Date, by the number of shares then outstanding.<br />
Unless provided otherwise here below, the Net Asset Valuation takes place daily (each such<br />
day being referred to as the "Valuation Date").<br />
However, when a Valuation Date falls on a day observed as a holiday on a stock exchange<br />
which is the principal market for a significant proportion of the Sub Funds' investment or is a<br />
market for a significant proportion of the Sub Fund's investment or is holiday elsewhere and<br />
impedes the calculation of the fair market value of the investments of the Sub Funds, such<br />
Valuation Date shall be the next succeeding business day in Luxembourg which is not such<br />
a holiday.<br />
To the same extent, when a Valuation Date falls on a day that is not a full bank business day<br />
in Luxembourg, the Net Asset Value per share will be determined on the next succeeding<br />
Valuation Date.<br />
The calculation of the Net Asset Value of the shares of any Sub Fund and the issue,<br />
redemption and conversion of the shares of any Sub Fund may be suspended in the<br />
following circumstances:<br />
* during any period (other than ordinary holidays or customary weekend closings)<br />
when any market or stock exchange is closed, which is the main market or stock<br />
exchange for a significant part of the Sub Fund's investments, for in which trading<br />
therein is restricted or suspended;<br />
* during any period when an emergency exists as a result of which it is impossible to<br />
dispose of investments which constitute a substantial portion of the assets of a Sub<br />
Fund; or it is impossible to transfer monies involved in the acquisition or disposition of<br />
investments at normal rates of exchange; or it is impossible for the Company fairly to<br />
determine the value of any assets in a Sub Fund; or<br />
GEDI:3006506v5 31
* during any breakdown in the means of communication normally employed in<br />
determining the price of any of the Sub Fund's investments or of current prices on<br />
any stock exchange; or<br />
* when for any reason the prices of any investment owned by the Sub Fund cannot be<br />
reasonable, promptly or accurately ascertained; or<br />
* during the period when remittance of monies which will or may be involved in the<br />
purchase or sale of any of the Sub Fund's investments cannot, in the opinion of the<br />
Board of Directors, be carried out at normal rates of exchange.<br />
The suspension of the calculation of the Net Asset Value and of the issue, redemption and<br />
conversion of the shares shall be published by the Company in such manner as the Board of<br />
Directors may deem appropriate to the persons likely to be affected thereby.<br />
The value of the assets of each Sub Fund is determined as follows:<br />
1. Securities and money market instruments admitted to official listing on a stock<br />
exchange or which are traded on another regulated market in Europe, North or South<br />
America, Asia, Australia, New Zealand or Africa are valued on the basis of the last<br />
known sales price. If the same security or money market instrument is quoted on<br />
different markets, the quotation of the main market for this security or money market<br />
instrument will be used. If there is no relevant quotation or if the quotations are not<br />
representative of the fair value, the evaluation will be done in good faith by the Board<br />
of Directors or its delegate with a view to establish the probable sales price for such<br />
securities or money market instruments;<br />
2. non-listed securities or money market instruments are valued on the basis of their<br />
probable sales price as determined in good faith by the Board of Directors and its<br />
delegate;<br />
3. liquid assets are valued at their nominal value plus accrued interest;<br />
4. units of UCIs are valued on the basis of their last available net asset value;<br />
5. futures and options are valued on the basis of the last known sales price on the<br />
relevant market;<br />
6. swaps are valued at their fair market value on the basis of the last available closing<br />
price of the underlying asset.<br />
If a day is not a bank business day in Luxembourg the Net Asset Value per share will be<br />
determined on the next succeeding bank business day in Luxembourg.<br />
Whenever a foreign exchange rate is needed in order to determine the net asset value of a<br />
Sub Fund, the applicable foreign exchange rate on the respective Valuation Date will be<br />
used.<br />
In addition, appropriate provisions will be made to account for the charges and fees charged<br />
to the Sub Funds as well as accrued income on investments.<br />
GEDI:3006506v5 32
In the event it is impossible or incorrect to carry out a valuation in accordance with the above<br />
rules owing to particular circumstances, such as hidden credit risk, the Board of Directors is<br />
entitled to use other generally recognised valuation principles, which can be examined by an<br />
auditor, in order to reach a proper valuation of each Sub Fund's total assets.<br />
ISSUE OF SHARES<br />
The initial subscribed and paid in capital, at the time of incorporation of the Company, was<br />
U.S. Dollars 1,300,000,- (one million three hundred thousand) divided into 130,000 (one<br />
hundred and thirty thousand) shares of no par value of the former <strong>ROBUR</strong><br />
<strong>INTERNATIONAL</strong> NORDIC EQUITY SUB FUND. This Sub Fund has been merged with<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EUROPEAN EQUITY SUB FUND on<br />
September 15, 2003.<br />
Subscriptions will be settled in the denomination currency of the respective Sub Fund or<br />
Class.<br />
The <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH MEGA BOND SUB FUND is<br />
designated primarily to institutional or wealthy private clients.<br />
Class JPY in <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> RUSSIAN EQUITY SUB FUND is<br />
only available to one or more Japanese funds of funds (as defined in the rules of the<br />
Investment Trusts Association, Japan) approved by the Board of Directors.<br />
Sub Fund Cut-off times<br />
(Luxembourg time)<br />
Swedbank Robur International Global Bond Sub Fund<br />
Swedbank Robur International Euro Bond Sub Fund<br />
Swedbank Robur International Russian Equity Sub Fund<br />
Swedbank Robur International Global Equity Sub Fund<br />
Swedbank Robur International European Equity Sub Fund 4:00 p.m.<br />
Swedbank Robur International Tomorrow Equity Sub Fund<br />
Swedbank Robur International Eastern European Equity Sub<br />
Fund<br />
Swedbank Robur International Mix Sub Fund<br />
Swedbank Robur International Africa Equity Sub Fund 1:00 p.m.<br />
Swedbank Robur International Total Return Fixed Income Sub<br />
Fund<br />
Swedbank Robur International Swedish Liquidity Sub Fund<br />
Swedbank Robur International Swedish Bond Mega Sub Fund<br />
Swedbank Robur International FRN Sub Fund<br />
Swedbank Robur International Swedish Total Return Plus Sub<br />
Fund<br />
Swedbank Robur International Corporate Bond Sub Fund<br />
GEDI:3006506v5 33<br />
3:30 p.m. or 11:30 a.m.<br />
on any Valuation Date<br />
on which the Swedish<br />
fixed income market<br />
closes earlier than<br />
normal, which is usually<br />
the case on any<br />
Valuation Date<br />
preceding a Swedish<br />
legal holiday<br />
Subscriptions received until the relevant cut-off time on a Valuation Date by the Main<br />
Distributor and/or <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch, will be dealt with on the basis<br />
of the relevant Net Asset Value established on that Valuation Date. Subscriptions received
after the relevant cut-off time on a Valuation Date or on any day which is not a Valuation<br />
Date will be dealt with on the basis of the Net Asset Value of the next Valuation Date.<br />
An issue commission of the Net Asset Value may be charged to the investors by the Main<br />
Distributor or Swedbank AB (publ) Luxembourg Branch upon subscribing for shares in the<br />
following Sub Funds:<br />
� Swedbank Robur International Russian Equity Sub Fund,<br />
� Swedbank Robur International Eastern European Equity Sub Fund, and<br />
� Swedbank Robur International Mix Sub Fund.<br />
GEDI:3006506v5 34<br />
A maximum of:<br />
From SEK 1<br />
1 to 19,999 4.5%<br />
From SEK 20,000 to 49,999 4.0%<br />
From SEK 50,000 to 499,999 3.0%<br />
From SEK 500,000 to 999,999 2.0%<br />
From SEK 1,000,000 to 1.5%<br />
An issue commission of maximum 1% of the Net Asset Value may be charged to the<br />
investors by the Main Distributor or <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch upon<br />
subscribing for shares in Swedbank Robur International Swedish Bond Mega Sub Fund.<br />
No issue commission will be charged to the investors upon subscribing for shares in the<br />
following Sub Funds:<br />
� Swedbank Robur International Total Return Fixed Income Sub Fund,<br />
� Swedbank Robur International Africa Equity Sub Fund,<br />
� Swedbank Robur International Tomorrow Equity Sub Fund,<br />
� Swedbank Robur International Euro Bond Sub Fund,<br />
� Swedbank Robur International European Equity Sub Fund,<br />
� Swedbank Robur International Corporate Bond Sub Fund,<br />
� Swedbank Robur International Global Bond Sub Fund,<br />
� Swedbank Robur International Global Equity Sub Fund,<br />
� Swedbank Robur International Swedish Liquidity Sub Fund,<br />
� Swedbank Robur International FRN Sub Fund, and<br />
� Swedbank Robur International Swedish Total Return Plus Sub Fund.<br />
Subscriptions for shares may not be withdrawn by the investor after the relevant cut-off time<br />
without the consent of the Company except in exceptional circumstances, where the<br />
calculation of the net asset value has been suspended.<br />
All shares will be allotted immediately upon subscription and payment must be received by<br />
the Company within five business days from the relevant Valuation Date.<br />
1 Or the equivalent amount in the respective share class currencies.
REDEMPTION OF SHARES<br />
A shareholder has the right to request that the Company repurchases its shares at any time.<br />
Shares will be repurchased at the respective Net Asset Value of shares of each Sub Fund.<br />
A repurchase commission of maximum 1% may be charged by the Main Distributor or<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch, upon the redemption of shares in the following<br />
Sub Funds:<br />
� Swedbank Robur International Russian Equity Sub Fund,<br />
� Swedbank Robur International Eastern European Equity Sub Fund, and<br />
� Swedbank Robur International Mix Sub Fund.<br />
Sub Fund Cut-off times<br />
(Luxembourg time)<br />
Swedbank Robur International Global Bond Sub Fund<br />
Swedbank Robur International Euro Bond Sub Fund<br />
Swedbank Robur International Russian Equity Sub Fund<br />
Swedbank Robur International Global Equity Sub Fund<br />
Swedbank Robur International European Equity Sub Fund 4:00 p.m.<br />
Swedbank Robur International Tomorrow Equity Sub Fund<br />
Swedbank Robur International Eastern European Equity<br />
Sub Fund<br />
Swedbank Robur International Mix Sub Fund<br />
Swedbank Robur International Africa Equity Sub Fund 1:00 p.m.<br />
Swedbank Robur International Total Return Fixed Income<br />
Sub-Fund<br />
Swedbank Robur International Swedish Liquidity Sub Fund<br />
Swedbank Robur International Swedish Bond Mega Sub<br />
Fund<br />
Swedbank Robur International FRN Sub Fund<br />
Swedbank Robur International Swedish Total Return Plus<br />
Sub Fund<br />
Swedbank Robur International Corporate Bond Sub Fund<br />
GEDI:3006506v5 35<br />
3:30 p.m. or 11:30 a.m. on<br />
any Valuation Date on<br />
which the Swedish fixed<br />
income market closes<br />
earlier than normal, which<br />
is usually the case on any<br />
Valuation Date preceding<br />
a Swedish legal holiday<br />
Shareholders wishing to have all or any of their shares repurchased at the redemption price<br />
ruling on a Valuation Date, should deliver to the registered office of the Company, or the<br />
office of the Depository Bank, until the relevant cut-off time, the certificate(s) (if any)<br />
representing the said shares together with an irrevocable written request for redemption in<br />
the prescribed form.<br />
Redemption requests received after the relevant cut-off time on a Valuation Date or on any<br />
day, which is not a Valuation Date will be dealt with on the basis of the Net Asset Value of<br />
the next Valuation Date. All requests will be dealt with in strict order in which they are<br />
received, and each redemption shall be effected at the Net Asset Value of the said shares<br />
determined on the Valuation Date of the date of receipt of the request. In all cases the<br />
decision of the Board of Directors shall be final.
Redemption orders for shares may not be withdrawn by the investor after the relevant cut-off<br />
time without the consent of the Company except in exceptional circumstances, where the<br />
calculation of the net asset value has been suspended.<br />
Redemption proceeds will be paid in the denomination currency of the respective Sub Fund.<br />
For the <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EURO BOND SUB FUND redemption<br />
proceeds may be paid out in SEK or in EURO. For the <strong>SWEDBANK</strong> <strong>ROBUR</strong><br />
<strong>INTERNATIONAL</strong> RUSSIAN EQUITY SUB FUND redemption proceeds will be paid out in<br />
JPY to the shareholders of Class JPY shares and in EUR to the shareholders of Class EUR<br />
shares. For the <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOMORROW EQUITY SUB FUND,<br />
the <strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EUROPEAN EQUITY SUB FUND,<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> AFRICA EQUITY SUB FUND and the <strong>SWEDBANK</strong><br />
<strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL EQUITY SUB FUND redemption proceeds will be paid<br />
out in SEK to the shareholders of Class SEK shares and in EUR to the shareholders of<br />
Class EUR shares. Payment will be effected within four (4) days after the relevant Valuation<br />
Date and after receipt of the proper documentation.<br />
Investors should note that any repurchase of shares by the Company will take place at a<br />
price that may be more or less than the shareholder's original acquisition cost, depending<br />
upon the value of the assets of the Sub Fund at the time of redemption.<br />
The redemption of shares of any Sub Fund shall be suspended on any occasion when the<br />
calculation of the Net Asset Value thereof is suspended.<br />
CONVERSION AND SWITCHING BETWEEN SUB FUNDS<br />
Shares of any Sub Fund may be converted into shares of any other Sub Fund upon written<br />
instructions addressed to the Main Distributor or <strong>SWEDBANK</strong> AB (publ) Luxembourg<br />
Branch. No conversion commission will be charged.<br />
Requests for switches must be received by the administrator before the relevant cut-off time<br />
applicable to each Sub Fund on the relevant Valuation Date.<br />
Conversion of shares will only be made if the Net Asset Value of both Sub Funds is<br />
calculated on the same day.<br />
The Board of Directors will determine the number of shares into which an investor wishes to<br />
convert his existing units in accordance with the following formula:<br />
(B x C)<br />
A = --------------- * EX<br />
E<br />
A = The number of shares in the new Sub Fund to be issued<br />
B = The number of shares in the original Sub Fund<br />
C = The Net Asset Value per share in the original Sub Fund<br />
E = The Net Asset Value per share of the new Sub Fund<br />
GEDI:3006506v5 36
Ex: being the average exchange rate on the conversion day in question between the<br />
currency of the Sub Fund to be converted and the currency of the Sub Fund to be assigned.<br />
In the case no exchange rate is needed the formula will be multiplied by 1.<br />
MARKET TIMING POLICY<br />
Subscriptions, redemptions and conversions of shares are executed at an unknown Net<br />
Asset Value. The Company does not authorize any practices associated with market timing<br />
and the Company reserves the right to reject subscription and/or conversion orders coming<br />
from an investor whom the Company suspects to be engaging in such practices and to take,<br />
if need be, necessary measures for protecting the Company's other shareholders.<br />
TAXATION<br />
Under Luxembourg law, there are currently no Luxembourg income, withholding or capital<br />
gains taxes payable by the Company. The Company will, however, be subject to an annual<br />
tax of 0.05 per cent, calculated and payable quarterly, on the aggregate Net Asset Value of<br />
the outstanding shares of the Company at the end of each quarter. The value of the assets<br />
represented by shares or units held in other Luxembourg undertakings for collective<br />
investment shall be exempt from subscription tax provided that such units/shares have<br />
already been subject to subscription tax. Such tax rate is reduced to 0.01% in respect of the<br />
net assets attributable to such Classes or Sub Funds which are reserved for institutional<br />
investors.<br />
The repercussion of an investment in the Company on the individual tax bill of an investor<br />
depends on the fiscal regulations applicable to his particular case. Consulting a local tax<br />
adviser is therefore recommended. Shareholders are not subject to any Luxembourg capital<br />
gains, income, withholding, gift estate, inheritance or other tax with respect to shares owned<br />
by them except if they are domiciled or resided in or have a permanent establishment in or<br />
have been domiciled or have resided in Luxembourg. However, on June 3, 2003 the<br />
European Union adopted Council Directive 2003/48/EC (the "Tax Savings Directive"). The<br />
Tax Savings Directive has been implemented in the Grand Duchy of Luxembourg with effect<br />
on July 1, 2005 and from that date Member States of the European Union are required to<br />
provide to the tax authorities of other Member States details of payments of interest and<br />
other similar income made by a paying agent to an individual in another Member State,<br />
except that Austria and the Grand Duchy of Luxembourg will instead impose a withholding<br />
system for a transitional period unless during such period they elect otherwise. The Tax<br />
Savings Directive may potentially have an impact on the tax treatment of distribution and/or<br />
capital gains on redemptions made by some Sub Funds of the Company at the shareholder<br />
taxation level depending on the percentage of investment of the Sub Fund in debt claims.<br />
Prospective investors should inform themselves as to the taxes applicable to the acquisition,<br />
holding and disposition of shares of the Company and to disposition of shares of the<br />
Company and to distributions in respect thereof under the laws of the countries of their<br />
citizenship, residence or domicile.<br />
GEDI:3006506v5 37
INVESTMENT MANAGER<br />
The Directors of the Company are responsible for the overall investment policy, objectives<br />
and management of the Company.<br />
The Directors of the Company have appointed <strong>SWEDBANK</strong> <strong>ROBUR</strong> FONDER AB, a<br />
Swedish based entity under supervision of the Swedish Financial Supervisory Authority,<br />
Finansinspektionen, and duly licensed to manage UCITS, as Investment Manager<br />
responsible for overall coordination of investment policy and of the Company's activities.<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> FONDER AB is a wholly owned subsidiary of <strong>SWEDBANK</strong> <strong>ROBUR</strong><br />
AB, which is owned by <strong>SWEDBANK</strong> AB. Its main activity is the management and the<br />
promotion of mutual funds – via wholly-owned subsidiaries – for <strong>SWEDBANK</strong> AB.<br />
On December 31, 2011, its total paid in equity was SEK 1,250,000.- (Swedish Kronor one<br />
million two hundred fifty thousand), in addition to SEK 250,000.- in the statutory reserve<br />
(total SEK 1,500,000.- in restricted equity). The total equity was SEK 710,720,402.-.<br />
An Investment Management Agreement has been entered into, dated July 2, 2011, for an<br />
indefinite period of time with the Company. The Investment Management Agreement may be<br />
terminated by either party with a 3 months' notice.<br />
Under the terms of the Investment Management Agreement, the Investment Manager shall<br />
supply the Company with economic and financial information and recommendations<br />
regarding the Company's investments and be responsible for investment management and<br />
supervision of the Sub Funds on a day-to-day basis.<br />
In consideration for its services, the Investment Manager shall be paid a fee equivalent of<br />
maximum the following percentages per annum based on the average Net Asset Value of<br />
the Company's respective Sub Fund calculated and paid on a monthly basis:<br />
Name of Sub Fund Maximum<br />
annual fee<br />
Swedbank Robur International Global Equity Sub Fund 1.3%<br />
Swedbank Robur International Global High Dividend Sub Fund (as from August 28, 1.0%<br />
2012)<br />
Swedbank Robur International European Equity Sub Fund 1.3%<br />
Swedbank Robur International Russian Equity Sub Fund 1.9%<br />
Swedbank Robur International Eastern European Equity Sub Fund 1.3%<br />
Swedbank Robur International Tomorrow Equity Sub Fund 1.1%<br />
Swedbank Robur International Africa Equity Sub Fund 1.9%<br />
Swedbank Robur International Global Bond Sub Fund 1.3%<br />
Swedbank Robur International Total Return Fixed Income Sub Fund 1.2%<br />
Swedbank Robur International Swedish Liquidity Sub Fund 0.75%<br />
Swedbank Robur International Mix Sub Fund 1.3%<br />
Swedbank Robur International Euro Bond Sub Fund 1.3%<br />
Swedbank Robur International Swedish Bond Mega Sub Fund 0.75%<br />
Swedbank Robur International FRN Sub Fund 0.75%<br />
Swedbank Robur International Swedish Total Return Plus Sub Fund 0.75%<br />
Swedbank Robur International Corporate Bond Sub Fund 1.3%<br />
GEDI:3006506v5 38
DOMICILIARY AGENT<br />
DEPOSITORY BANK - PAYING AGENT - PLACEMENT AGENT<br />
ADMINISTRATOR<br />
REGISTRAR AND TRANSFER AGENT<br />
The most recent Service and Custodian Agreement entered into between the Company and<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch, Luxembourg, Grand Duchy of Luxembourg, is<br />
dated September 1, 2005, as may be amended from time to time, and has been entered into<br />
for an indefinite period of time.<br />
The Agreement may be terminated by either party with a 3 months' notice. <strong>SWEDBANK</strong> AB<br />
(publ) Luxembourg Branch was established in Luxembourg on April 1, 2012 and is active in<br />
the fund services sector.<br />
Its registered office and main place of business is at 65, boulevard Grande-Duchesse<br />
Charlotte, L-1331 Luxembourg.<br />
Under the Service and Custodian Agreement, <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch<br />
will provide the Company with such domiciliary, paying agency and securities custody<br />
services as may be required by the Company from time to time. The Company's assets will<br />
be on deposit with <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch or on its order, acting as<br />
Depository Bank. The Depository will:<br />
a) ensure that the sale, issue, repurchase and cancellation of securities effected by the<br />
<strong>SICAV</strong> or on its behalf takes place in conformity with the Law or in conformity with the<br />
Articles;<br />
b) ensure that in those transactions concerning the assets of a <strong>SICAV</strong> consideration is<br />
transmitted to the Depository within the customary market period;<br />
c) ensure that the income produced by the <strong>SICAV</strong> is allocated in a manner that<br />
conforms to the Articles.<br />
As described in the chapter on the "Issue of Shares", <strong>SWEDBANK</strong> AB (publ) Luxembourg<br />
Branch will be entitled to receive applications from investors regarding the purchase,<br />
redemption or conversion of shares as Placement Agent.<br />
The Company has entered into an Administrative Agent and Registrar and Transfer Agent<br />
Agreement with <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch, Luxembourg, Grand Duchy of<br />
Luxembourg, on September 1, 2005, as amended for an indefinite period of time.<br />
The Agreement may be terminated by either party with a (3) months' prior written notice.<br />
Under the Administrative Agent and Registrar and Transfer Agent Agreement, <strong>SWEDBANK</strong><br />
AB (publ) Luxembourg Branch will keep the books of the Company and calculate the net<br />
asset value of the shares of the Company as well as provide the Company with such<br />
administrative services as may be required by the Company from time to time. It will also act<br />
GEDI:3006506v5 39
as registrar and transfer agent of the shares of the Company and shall be entitled to a fee in<br />
accordance with normal practice in Luxembourg.<br />
A global fee shall be paid to the Depositary Bank and the Administrator out of the assets of<br />
the Company at the following maximum rates:<br />
Name of Sub Fund Depositary and<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH TOTAL RETURN PLUS<br />
SUB FUND<br />
Administrator Fee<br />
0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> FRN SUB FUND 0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH BOND MEGA SUB FUND 0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> SWEDISH LIQUIDITY SUB FUND 0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL BOND SUB FUND 0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOMORROW EQUITY SUB FUND 0.50 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> AFRICA EQUITY SUB FUND 0.50 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EASTERN EUROPEAN EQUITY<br />
SUB FUND<br />
0.50 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> RUSSIAN EQUITY SUB FUND 0.50 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> MIX SUB FUND 0.60 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EUROPEAN EQUITY SUB FUND 0.50 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> TOTAL RETURN FIXED INCOME<br />
SUB FUND<br />
0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> GLOBAL EQUITY SUB FUND 0.50 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> EURO BOND SUB FUND 0.20 %<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong> CORPORATE BOND SUB FUND 0.20 %<br />
MAIN DISTRIBUTOR<br />
The Company has delegated distribution functions to <strong>SWEDBANK</strong> <strong>ROBUR</strong> FONDER AB,<br />
which will act as Main Distributor of the shares of the Company worldwide. <strong>SWEDBANK</strong><br />
<strong>ROBUR</strong> FONDER AB will, as the Company's non-exclusive distributor worldwide, be entitled<br />
to enter into distribution agreements with sub-distributors regarding the distribution of the<br />
shares of the Company.<br />
The Main Distributor is inter alia responsible for assisting investors and/or financial<br />
intermediaries to make subscriptions for shares and for observing all applicable laws and<br />
regulatory requirements relating to the promotion, distribution, issue and redemption of<br />
shares in the relevant countries of distribution of shares.<br />
The Main Distributor and any sub-distributors appointed by it, shall ensure that the relevant<br />
Key Investor Information Documents are provided to applying investors in good time prior to<br />
any proposed subscription for Shares and prior to any request for conversion of Shares.<br />
GEDI:3006506v5 40
ESTONIA<br />
DISTRIBUTORS IN THE BALTIC COUNTRIES<br />
The Company has entered into a Distribution Agreement with <strong>SWEDBANK</strong> AS and<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch on October 10, 2006, as may be amended from<br />
time to time, for an indefinite period of time.<br />
The Agreement may be terminated by either party with a 3 months' prior written notice.<br />
<strong>SWEDBANK</strong> AS will be in charge of the marketing and distribution of the shares of<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> in Estonia.<br />
<strong>SWEDBANK</strong> AS is a limited liability company organised and existing under the laws of<br />
Estonia under company registration number 10060701, having its registered office at 8,<br />
Liivalaia, Tallinn 15040, Estonia.<br />
<strong>SWEDBANK</strong> AS is a wholly-owned subsidiary of <strong>SWEDBANK</strong> AB (publ) providing general<br />
banking and investment services to privates and companies. Its share capital was EUR<br />
203,227,555 as of December 31, 2005.<br />
LATVIA<br />
The Company has entered into a Distribution Agreement with AS <strong>SWEDBANK</strong> and<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch on January 2, 2007, as may be amended from<br />
time to time, for an indefinite period of time.<br />
The Agreement may be terminated by either party with a 3 months' prior written notice.<br />
AS <strong>SWEDBANK</strong> will be in charge of the marketing and distribution of the shares of<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> in Latvia.<br />
AS <strong>SWEDBANK</strong> is a limited liability company organised and existing under the laws of<br />
Latvia under company registration number 40003074764, having its registered office at<br />
Balasta dambis 1a, Riga LV-1048, Latvia.<br />
AS <strong>SWEDBANK</strong> is a wholly-owned subsidiary of <strong>SWEDBANK</strong> AB (publ) providing general<br />
banking and investment services to privates and companies. Its share capital was LVL<br />
116,043,114 as of December 31, 2005.<br />
LITHUANIA<br />
The Company has entered into a Distribution Agreement with "<strong>SWEDBANK</strong>", AB and<br />
<strong>SWEDBANK</strong> AB (publ) Luxembourg Branch on January 2, 2007, as may be amended from<br />
time to time, for an indefinite period of time.<br />
The Agreement may be terminated by either party with a 3 months' prior written notice.<br />
GEDI:3006506v5 41
"<strong>SWEDBANK</strong>", AB will be in charge of the marketing and distribution of the shares of<br />
<strong>SWEDBANK</strong> <strong>ROBUR</strong> <strong>INTERNATIONAL</strong>, <strong>SICAV</strong> in Lithuania.<br />
"<strong>SWEDBANK</strong>", AB is a limited liability company organised and existing under the laws of<br />
Lithuania under commercial register code 1120 29651, having its registered office at<br />
Konstitucijos pr. 20A, LT-03502 Vilnius, Lithuania.<br />
"<strong>SWEDBANK</strong>", AB is a wholly-owned subsidiary of <strong>SWEDBANK</strong> AB (publ) providing general<br />
banking and investment services to privates and companies. Its share capital was LTL<br />
569,712,000 as of December 31, 2005.<br />
GENERAL<br />
The distributors in the Baltic countries set out above shall ensure that the relevant Key<br />
Investor Information Documents are provided to applying investors in good time prior to any<br />
proposed subscription for Shares and prior to any request for conversion of Shares.<br />
MONEY LAUNDERING PREVENTION<br />
Pursuant to international rules and Luxembourg laws and regulations (comprising but not<br />
limited to the law of November 12, 2004 on the fight against money laundering and financing<br />
of terrorism as amended) as well as circulars of the supervisory authority, obligations have<br />
been imposed on all professionals of the financial sector to prevent the use of the<br />
undertakings for collective investment for money laundering and financing of terrorism<br />
purposes. As a result of such provisions, the registrar agent of a Luxembourg UCI must in<br />
principle ascertain the identity of the subscriber in accordance with Luxembourg laws and<br />
regulations. The Registrar and Transfer Agent may require subscribers to provide<br />
acceptable proof of identity and for subscribers who are legal entities, an extract from the<br />
registrar of companies or articles of incorporation or other official documentation. In any<br />
case, the Registrar and Transfer Agent may require, at any time, additional documentation to<br />
comply with applicable legal and regulatory requirements.<br />
In case of delay or failure by an applicant to provide the documents required, the application<br />
for subscription (or, if applicable, for redemption) will not be accepted. Neither the Company<br />
nor the Registrar and Transfer Agent have any liability for delays or failure to process deals<br />
as a result of the applicant providing no or only incomplete documentation.<br />
Shareholders may be requested to provide additional or updated identification documents<br />
from time to time pursuant to ongoing client due diligence requirements under relevant laws<br />
and regulations.<br />
EXPENSES<br />
The Company shall bear the following expenses:<br />
* all fees to be paid to the Investment Manager, the Depository Bank and the<br />
Administrator and Registrar and Transfer Agent;<br />
GEDI:3006506v5 42
* all taxes which may be payable on the assets, income and expenses chargeable to<br />
the Company;<br />
* standard brokerage and bank charges incurred by the Company's business<br />
transactions;<br />
* all fees due to the Auditor and the Legal Advisors to the Company;<br />
* all expenses connected with publications and supply of information to shareholders,<br />
in particular, the cost of printing and distributing the annual and semi-annual reports,<br />
as well as the full prospectus and the relevant Key Investor Information Documents;<br />
* all expenses involved in registering and maintaining the Company registered with all<br />
governmental agencies and stock exchanges;<br />
* all expenses incurred in connection with its operation and its management.<br />
All recurring expenses will be charged first against current income, then should this not<br />
suffice, against realised capital gains, and, if need be, against assets.<br />
Any costs, which are not attributable to a specific Sub Fund, incurred by the Company will be<br />
charged to the Sub Funds in proportion to their average Net Asset Value. Each Sub Fund<br />
will be charged with all costs or expenses directly attributable to it.<br />
The different Sub Funds of the Company have a common generic denomination and one or<br />
several investment manager which determine their investment policy and its application to<br />
the different Sub Funds in question via a single Board of Directors of the Company. As<br />
between the shareholders each Sub Fund is treated as a separate entity, having its own<br />
funding, capital gains and losses, expenses etc. The Company shall be liable to debts<br />
towards its creditors on all its assets, regardless of the particular Sub Fund to which the<br />
debts may relate.<br />
NOTICES<br />
Notices to shareholders are available at the Company's registered office. They are also<br />
published in the Mémorial, if required by law, in the "Wort" and in one newspaper of general<br />
circulation.<br />
The Net Asset Value of each Sub Fund and the issue and redemption prices thereof will be<br />
available at all times at the Company's registered office and shall be published in the<br />
relevant Swedish newspapers.<br />
Audited annual reports containing, inter alia, the Company's and each of its Sub Funds'<br />
statement of condition, the number of outstanding shares and the number of shares issued<br />
and redeemed since the date of the preceding report, as well as semi-annual unaudited<br />
reports, will be made available at the registered office of the Company not later than four<br />
months, after the end of the financial year in the case of annual reports and, two months<br />
after the end of such period in the case of semi-annual reports.<br />
GEDI:3006506v5 43
All reports will be available at the Company's registered office.<br />
In the event of dissolution of the Company, liquidation shall be carried out by one or several<br />
liquidators (who may be physical persons or legal entities) named by the meeting of<br />
shareholders effecting such dissolution and which shall determine their powers and their<br />
compensation.<br />
The liquidators shall realize the Company's assets in the best interest of the shareholders<br />
and shall distribute the liquidation proceeds (after deduction of liquidation charges and<br />
expenses) to the shareholders in proportion to their share in the Company. Any amounts not<br />
claimed promptly by any shareholder will be deposited at the close of liquidation in escrow<br />
with the Caisse de Consignation. Amounts not claimed from escrow within the statute of<br />
limitations will be forfeited according to the provisions of Luxembourg law.<br />
A Sub Fund may be terminated by resolution of its shareholders if the Net Asset Value of a<br />
Sub Fund is below EUR 1.250.000 or its equivalent in any other currency or for any other<br />
reason such as proposed by the Board of Directors from time to time in the interest of the<br />
shareholders. In either such event, the assets of the Sub Fund shall be realized, the<br />
liabilities discharged and the net proceeds of realization distributed to shareholders in the<br />
proportion to their holding of shares in that Sub Fund. In such event, notice of the<br />
termination shall be given to the shareholders according to paragraph 1 of this chapter. The<br />
sums and assets payable in respect of shares whose holders failed to present themselves at<br />
the time of the closure of the liquidation, shall be paid to the "Caisse de Consignation" to be<br />
held for the benefit of the persons entitled thereto.<br />
A Sub Fund may be merged with one or more other Sub Funds by resolution of the<br />
shareholders of each concerned Sub Fund of the Company. In such event, notice of the<br />
merger shall be given to the shareholders according to paragraph 1 of this chapter. Each<br />
shareholder of the relevant Sub Fund shall be given the possibility, within a period of one<br />
month as of the date of the publication, to request either the repurchase of its shares, free of<br />
any charges, or the exchange of its shares, free of any charges, against shares of a Sub<br />
Fund not concerned by the merger. At the expiry of this one month's period, any shareholder<br />
which did not request the repurchase or the exchange of its shares shall be bound by the<br />
decision relating to the merger.<br />
DOCUMENTS<br />
The following documents may be consulted at the Company's registered office and the<br />
Depository Bank:<br />
a) the Company's Coordinated Articles;<br />
b) the Key Investor Information Documents;<br />
c) the Investment Management Agreement between the Company and <strong>SWEDBANK</strong><br />
<strong>ROBUR</strong> FONDER AB, dated as of July 2, 2011;<br />
d) the Service and Custodian Agreement between the Company and <strong>SWEDBANK</strong> AB<br />
(publ) Luxembourg Branch;<br />
GEDI:3006506v5 44
e) the Administrative Agent and Registrar and Transfer Agent Agreement between the<br />
Company and <strong>SWEDBANK</strong> AB (publ) Luxembourg Branch;<br />
f) the Distribution Agreement between the Company, <strong>SWEDBANK</strong> AB (publ)<br />
Luxembourg Branch and <strong>SWEDBANK</strong> AS;<br />
g) the Distribution Agreement between the Company, <strong>SWEDBANK</strong> AB (publ)<br />
Luxembourg Branch and AS <strong>SWEDBANK</strong>;<br />
h) the Distribution Agreement between the Company, <strong>SWEDBANK</strong> AB (publ)<br />
Luxembourg Branch and "<strong>SWEDBANK</strong>", AB;<br />
i) the Main Distribution Agreement between the Company and <strong>SWEDBANK</strong> <strong>ROBUR</strong><br />
FONDER AB, dated as of July 1, 2011; and<br />
j) the periodic financial reports.<br />
SHAREHOLDER RIGHTS<br />
The Company draws the shareholder's attention to the fact that any shareholder will only be<br />
able to fully exercise his shareholder rights directly against the Company if the shareholder<br />
is registered himself and in his own name in the shareholders' register of the Company. In<br />
cases where a shareholder invests in the Company through an intermediary investing into<br />
the Company in his own name but on behalf of the shareholder, it may not always be<br />
possible for the shareholder to exercise certain shareholder rights directly against the<br />
Company. Shareholders are advised to take advice on their rights.<br />
GEDI:3006506v5 45