SELIGSON

263 views
201 views

Published on

0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total views
263
On SlideShare
0
From Embeds
0
Number of Embeds
2
Actions
Shares
0
Downloads
2
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

SELIGSON

  1. 1. Only the original Finnish-language rules have legal validity 1/7 SELIGSON & CO FUND MANAGEMENT COMPANY 18.11.2004 Special Fund Phalanx All times mentioned are Finnish time, and all banking days mentioned are Finnish banking days. 1 § Investment Fund The name of the fund is Phalanx (non-UCITS), in Finnish Erikoissijoitusrahasto Phalanx and in Swedish Specialplaceringsfonden Phalanx. (hereafter “the Fund”) The Fund is a special fund that in the diversification of its assets and in subscription and redemption of fund units may deviate from the investment restrictions laid down by the Finnish Mutual Funds Act on common funds. The Fund may sell securities and other investment objects that it does not have in its possession at the time of trading (short selling). 2 § Fund Management Company The Fund is administered by Seligson & Co Rahastoyhtiö Oyj (hereafter the “Management Company”). The Management Company represents the Fund and acts on behalf of the Fund in matters related to the Fund and uses the rights related to the property within the Fund. 3 § Using an Agent The Management Company may outsource operations to agents. The functions that the Management Company has outsourced to agents are accounted for in the Fund Prospectuses (the Fund Prospectus and the pared-down Fund Prospectus). 4 § Custodian The Fund’s assets will be in custody of Seligson & Co ACM Varainhoito Oy. 5 § Investing the Fund’s Assets The Fund is a hedge fund that aims at a positive yield at a lower risk level than the stockmarket on average. The Fund’s strategy is based on academic research, and its stock portfolio is well diversified. Despite this, it is possible that the value of the acquired portfolio drops while the value of the sold portfolio goes up, which means that the value of the Fund may drop significantly in the short term. Due to the structure of the Fund, it is not recommended as a short-term investment. The aim of the Fund is to utilize the academically proven phenomenon that relates to company size and market capitalization. The Fund’s portfolio consists of an acquired stock basket and a stock basket that the Fund has sold short. As a rule, the acquired stock basket is built up of companies whose market capitalization in relation to their price to book ratio (P/B) is low for the business sector, with emphasis on small companies. The core of the sold stock basket primarily consists of companies whose market capitalization in relation to their price to book ratio is high, with emphasis on larger companies. This strategy can also be implemented by utilizing exchange agreements (hereafter swap agreements). In this case stocks are not bought or sold short, but the position is built partly or entirely with derivatives and swap agreements. The position is built with the method and the instruments that are considered most appropriate for the circumstances. The Fund also strives to manage risk by taking into consideration the risks connected to a particular business sector or geographic area by having stocks from the same business sectors and same geographic areas in both the acquired and the sold stock basket. The Fund’s yield objective is not based on a specific stock or interest index. The Fund aims at delivering an absolute return that derives from the yield difference of the two stock baskets. Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi
  2. 2. Only the original Finnish-language rules have legal validity 2/7 The Fund’s assets can be invested in: 1) Stocks and stock option instruments, such as a convertibles, warrants, staff incentive options, subscription rights and certificates of deposits globally. 2) In money market instruments and other interest bearing securities emitted or guaranteed by a central, regional or local authority or a central bank in a state within the European Economic Area, the Central Bank of Europe, the European Union or the European Investment Bank, a state or a constituent state outside the European Economic Area, or an international public organization with at least one state belonging to the European Economic Area as member. 3) In order to enhance portfolio management and to hedge risk, in standardized and non-standardized derivative instruments, and in swap agreements whose underlying security may be a bond, a money market instrument, a share in a mutual fund or fund company, a deposit with a credit institution, a derivative instrument, a financing index, an exchange rate or a currency. In non-standardized derivative instruments whose counterparty may be a credit institution or fund company with domicile in a state within the European Economic Area, or a community complying to business stability regulations equivalent to EU legislation and has its domicile in one of the following OECD countries: Australia, Canada, Japan, New Zealand, Switzerland, the United States. The counterparty risk of investments in non-standardized derivative instruments may for one counterparty not exceed 20 % of the Fund’s assets if the counterparty is a credit institution as stated under 4, and in other cases the risk may not exceed 5 % of the Fund’s assets. The securities, money markets instruments and standardized derivative instruments under 1-3 above are subject to public trade on a stock exchange list or are traded on another regulated, regular and well-established marketplace open to the public globally. 4) Credit institution deposits, upon the condition that the investment is paid back upon request or can be withdrawn and is due for payment no later than 12 months from the investment date and that the domicile of the credit institution is in a country belonging to the European Economic Area. Deposits in one credit institution may not exceed 20 % of the Fund’s assets. 5) Securities whose issuing terms and conditions determine that the securities are to be subjected to public trade on such a marketplace as stated in the Finnish Mutual Funds Act (69 §, subsection 1, article 1) within one year from the issue, upon the condition that trading in the securities can begin, with optimal likelihood, within the set time limit. 6) In other securities and money market instruments than those listed in 1-3 and 5, but not more than 10 % of the Fund’s assets. A list of the market places that Management Company employs can be obtained at the Management Company. Investment restrictions: I) Ownership in the securities of a single issuer may not exceed 20 % of the Fund’s value. The number of such investments in securities of single issuers that exceed 10 % of the Fund’s value may not exceed two. Thus, the Fund’s assets must be invested in securities issued by at least eight different issuers. II) The Fund must hold enough liquid assets to cover the operations of the Fund. III) The combined risk of the securities, money market instruments and derivative instruments will be followed daily, as measured by the collateral requirement and the delta of the total position. The delta of the total position may not exceed 0.5 and not go below minus 0.5. The total collateral requirement of derivative instruments, re-purchase agreements and swap agreements may not exceed 35 % of the Fund's value. In this context collateral requirement of borrowed securities refers to the additional collateral (marginal collateral) that is given in addition to the payment of securities sold. IV) To promote efficient asset management, the Fund can make loan and repurchase agreements for securities and money market instruments in the Fund, upon the condition that they are cleared by a clearinghouse as defined in the Securities Markets Act, or by a corresponding international organization. If the clearing takes Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi
  3. 3. Only the original Finnish-language rules have legal validity 3/7 place elsewhere, the counterparty to the agreement should be a securities intermediary and the terms of the agreement should be typical to the market and commonly known and accepted. The value of the securities lending must not exceed 25 % of the value of Fund’s securities and money market instruments. This restriction does not apply to lending contracts that can be terminated and the securities of which can be reclaimed instantly upon demand. V) With the approval of the Financial Supervision Authority, the Fund shall be entitled to temporarily raise credit for it’s common fund activity. Any such credit shall not exceed 10 % of the Fund’s assets. VI) The nominal value of the acquired stock basket or the basket that has been sold short may not exceed the Fund’s market value. 6 § Fund Unit Register and Fund Units The Management Company keeps a fund unit register of all fund units and registers fund unit transfers. The Fond units can be divided into fractions. One fund unit consists of one hundred (100) fractions of equal size. The Fund may carry both growth units and yield units. Unit holders may trade yield units for growth units and vice versa. The Management Company’s Board of Directors decides on the minimum subscription amounts that have to be met when subscribing. The limits are presented in the current Fund Prospectuses. A Fund unit entitles to a share of the Fund’s assets that is calculated based on the total Fund units. Upon request the Management Company gives the unit holder a unit certificate. A unit certificate may cover several units or fractions and may only be given to a specified unit holder. The Management Company has the right to charge the unit holder a handling charge for delivering the unit certificate. The handling charge amounts are listed in the Fund’s current Prospectuses. 7 § Subscription, Redemption and Exchange of Fund Units Fund units are available for subscription and redemption on Fridays at the Management Company and at other subscription locations determined by the Fund Company’s Board of Directors. If Friday is not a banking day, the subscription day is the preceding banking day. Current information on fund unit values is available to the public at the Management Company each banking day. The information is updated 5 pm Finnish time at the latest, after which it is released. Subscription Upon subscription the subscriber should notify the Management Company whether the subscription concerns yield or growth units. If the subscriber does not give the Management Company any information as to whether the subscription concerns growth or yield units, the subscribed fund units will be growth units. When the subscriber has paid the subscription amount to the bank account of the Fund and the desired unit type, the subscription is considered binding for the subscriber. The subscription day is the following Friday after the day of payment. The payment must be on the Fund’s bank account by 12 am on the banking day preceding the subscription day, otherwise the subscription will be transferred to the following subscription day. The subscription price for a Fund unit is the value of the Fund on the day of subscription, added with a subscription fee confirmed by the Management Company. A condition for the subscription to be valid is that the Management Company has received adequate information about the subscriber and his identity. The Management Company has the right to discard a subscription or a subscription order if it has not received adequate information about the subscriber. The Management Company’s Board of Directors can decide on a minimum number of units or sum that has to be met when buying or selling. The Management Company calculates the number of subscribed units by deducting the subscription fee from the subscription price and dividing the remaining price with the unit value on the day of subscription. Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi
  4. 4. Only the original Finnish-language rules have legal validity 4/7 The number of subscribed units (as stated in 6 §) is calculated with two decimal accuracy and the remainder is credited to the fund capital. The Management Company sends a confirmation of subscription to the unit holder, or a custodian that the unit holder has named, by mail, fax, email or via an electronic reporting system agreed on with the customer and, under the conditions stated in § 6, a Fund unit certificate. Redemption The fund unit holder has the right to demand the Management Company to redeem fund units, and the Management Company is obliged to redeem the units. If the unit holder has been given a unit certificate, that certificate has to be delivered to the Management Company together with the redemption request. If the Management Company does not have to sell securities from the Fund in order to redeem the Fund units, and the redemption order has arrived to the Management Company on the banking day preceding the redemption day before 12.00 am Finnish time, the redemption price is the value of the unit on the following Friday after the redemption order, with deduction for the redemption fee. The redemption should be performed immediately from the Fund’s assets. If the cash to meet redemptions has to be raised by selling securities owned by the Fund, the sale should be executed without unnecessary delay and at the latest within two weeks from the redemption order. In this case the redemption shall be performed at a unit price equal to that which stood the day the securities were sold. The redemption will be performed without unnecessary delay, once the proceeds from selling of securities have been received. The Financial Supervision Authority may, under special circumstances, grant permission to exceed the deadline for selling securities. Redemption orders are performed in their order of arrival. The Financial Supervision Authority may, under special circumstances, grant permission to exceed the above deadline for selling securities. Exchange When a unit holder exchanges Fund units for other subscribable fund units in such funds managed by the Management Company whose subscription time coincides with the Fund, the subscription and redemption day is the following banking day after the day the exchange order is received and registered in the Management Company no later than 12.00 am Finnish time, provided that the Fund has the cash needed to carry out the exchange. Redemption orders can be cancelled only with the approval of the Management Company. 8 § Fees Pertaining to Fund Unit Orders The subscription fee may not exceed 2 % of the subscription price. The Management Company may also charge the subscriber a subscription fee that may not exceed € 20 if the subscription has been carried out in a manner that is not in accordance with the subscription procedure determined by the Management Company’s Board of Directors and presented in the Fund’s Prospectuses. The Management Company does not normally charge a separate redemption fee. However, if the investment time subceeds six months, the Management Company will charge a fee of not more than 0,5% of the redemption price. This fee will in its entirety be credited to the Fund. The Management Company may also charge the subscriber a € 20 redemption fee if the redemption has been carried out in a manner that is not in accordance with the redemption procedure determined by the Management Company’s Board of Directors and presented in the Fund’s Prospectuses. The Management Company’s Board of Directors decides on the fees pertaining to the subscription, redemption and exchange of fund units as well as the registration of the right of ownership. More detailed information on these fees can be found in the current Fund Prospectuses. 9 § Calculating the Value of the Fund The net asset value of the Fund is calculated by deducting the Fund’s liabilities from its assets. The value of the Fund is given in Euros. Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi
  5. 5. Only the original Finnish-language rules have legal validity 5/7 Stocks and stock option instruments as well as derivative instruments The securities and the standardized derivatives owned by the Fund are valued at their current market value, which is the price of the last trade at 2.30 pm Finnish time. Lending agreements are valued at the market value of the underlying securities. Swap agreements are valued according to the value change of the underlying securities. If the securities have not traded during the day in question, their market value is equal to the last previous trade price, provided that this price is between the last bid and offer prices. If the last trade price is higher than the offer price or lower than the bid, the bid or offer will be used depending on which is closer to the last trade price. If no current market value is available for securities or derivatives, they are valued according to objective criteria that the Management Company’s Board of Directors has determined. Money market instruments and other interest bearing securities The money market instruments and other interest bearing securities in the Fund are, as a rule, valued at the mean price of the bid and offer prices as given by the public quotation system at 2.30 pm Finnish time. Mutual funds and fund companies Investments in fund units and units in fund companies are valued at their last value, confirmed by the Fund’s rules, at 2.30 pm Finnish time. Deposits Fund deposits include accumulated interest on the day of calculation. The Fund’s foreign currency assets are converted to Euros, normally at 2.30 pm, at a mean foreign exchange value of the last quotations by the international foreign exchange banks, registered by the public quotation system. 10 § Calculating the Fund Unit Value The Management Company calculates the value of the Fund each Finnish banking day. The Fund unit value is available at the Management Company, all subscription locations and the Internet. The value of the Fund unit is the net value of the Fund divided by the number of issued units so that when calculating the value of the yield unit the paid distribution for yield units are taken into account. The Fund may contain both growth units (A) and yield units (B). The price relation between A-units and B-units is determined based on the annual yield distribution. When the yield amount has been decided, the price of the B-unit reduced by the yield is divided by the price of the A-unit. The price relation between A-units and B-units so determined is kept constant until the next yield distribution. The price of the A-unit is determined by dividing the net asset value of the Fund by the outstanding number of A-units and the number of B-units multiplied by the price relation. The price of the A-unit is determined by dividing the net asset value of the Fund by the sum of the outstanding number of A-units and the number of B- units multiplied by the price relation. Before the first yield distribution the price relation between A- and B- units is one and their price is identical. 11 § Yield Distribution The Fund seeks to distribute as yield on the yield units (B) an amount that corresponds to the dividends received on the Fund’s holdings so that the minimum is at least 4% of the value of the unit on the last day of the year. The Annual General Meeting of the Management Company makes the decision about yield distribution when they adopt the Financial Statements. The yield will be paid to holders of B-units, provided they are registered as holders on the day of the Annual General Meeting, within six months of the end of the accounting period. The date of the Annual General Meeting is available at the Management Company during open hours, and on the Company’s Internet pages Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi
  6. 6. Only the original Finnish-language rules have legal validity 6/7 after the invitation to the Annual General Meeting has been sent. The yield is paid to the yield unit owner’s bank account, unless otherwise agreed. 12 § Accounting Period of the Fund and the Management Company The accounting period of the Fund and the Management Company is a calendar year. 13 § Annual General Meeting of Unit Holders The Annual General Meeting of unit holders of the Fund shall be held annually at a date determined by the Management Company, but no later than the end of April. Extraordinary meetings of unit holders will be held, if the Board of Directors of the Management Company finds it necessary or if the auditor or fund unit holders, who together own at least 5% of all issued fund units so request in writing for deciding on such issues that they have requested. The agenda of the Annual General Meeting of Fund unit holders shall include at least the following subjects: 1. Election of a Chairman for the meeting. The Chairman summons a minutes-keeper; 2. Listing of the votes present and approving the vote list; 3. Election of two controllers of the protocol of the meeting and two persons to count the votes; 4. Affirmation of the legality and decision-making authority of the meeting; 5. Presentation of the Financial Statements and Annual Report of the Fund and the Management Company, as presented at the Annual General Meeting of the Management Company; 6. Election of board members from candidates representing the unit holders and election of an auditor and auditor’s deputy for the Management Company; 7. Other subjects listed in the invitation to the Annual General Meeting. Each unit in the Fund entitles to one (1) vote in a meeting of unit holders. Even if a unit holder’s entire possession is less than one unit, he still has one vote in the meeting. Meeting decisions are made based on a simple majority of votes. Elections are based on the majority of votes. If the vote is a draw, the chairman of the meeting decides. Tied elections are decided by lottery. 14 § Invitation and Registration to the Unit Holders’ Meeting The Management Company’s Board of Directors summons the Fund Unit Holders’ Meeting. The invitation to the Fund Unit Holders’ Meeting is published in at least one national daily newspaper in Finland. The invitation has to be published no earlier than four weeks and no later than two weeks before the meeting. To participate in the meeting, unit holders should notify the Management Company in the manner stated in the invitation no later than the date mentioned in the invitation. A unit holder has no right to use his unit holder’s rights at the meeting before his Fund units have been registered or he has informed the Management Company of his acquisition and given an account thereof. The right to attend the Fund Unit Holders’ Meeting and the number of votes is based on the situation ten days before the meeting. Other information will be communicated to unit holders by letter to the address given by the unit holder, or by publishing the information in at least one national daily newspaper published in Finland. 15 § The Representative Body of Investment Funds The Funds managed by the Management Company has a common representative body. The Fund unit holders elect the members of the representative body annually at their Annual General Meeting in accordance with the articles of association of the Management Company. A member’s term of office ends at the end of the first Annual General Meeting after the election. The representative body elects the members of the Management Company’s Board of Directors. The number of board members is set at the Annual General Meeting of the Management Company. The result of the election has to be announced to the Management Company no later than one month after the Annual General Meeting of the Management Company. Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi
  7. 7. Only the original Finnish-language rules have legal validity 7/7 16 § Prospectuses, Quarter Report, Semi-Annual Report and Annual Report The Fund’s Prospectus, the Simplified Prospectus, the Semi-Annual Report, the Quarter Reports as well as the Fund’s and the Management Company’s Annual Reports are published in accordance with the Finnish Mutual Funds Act. The Semi-Annual Report and the Quarter Reports have to be published within two months of the end of the report period, and the Fund’s and Management Company’s Annual Reports within three months of the end of the accounting period. These documents can be obtained at the Management Company during open hours. 17 § Changing the Fund’s Rules The Board of Directors of the Management Company shall take decisions regarding changes to the Fund’s rules. Changes to the rules have to be approved by the Financial Supervision Authority. Changes to the rules will take effect 1 month from their approval by the Financial Supervision Authority and communication to unit holders, unless the Financial Supervision Authority stipulates otherwise. Changes are deemed to have been communicated to unit holders on the fifth day from the date the letter containing the information was mailed or the announcement was published in a Finnish national daily newspaper or, with the unit holder’s consent, e- mailed or sent by other electronic media. As changes take effect they are binding on all unit holders. 18 § Interruption of Subscription and Redemption If the unit holders’ interests so require, or if there are other weighty reasons, the Management Company may, with the permission of the Financial Supervision Authority, interrupt fund unit subscription. The Management Company may temporarily interrupt redemption of fund units if the market place that, considering the Fund’s investment policy, can be regarded as the main market place is closed for other than obvious reasons, or trading on the market is restricted, or if there are communication failures. 19 § Information Sharing The Management Company has the right to give out information about unit holders in accordance with applicable laws. 20 § Compensation Paid out of the Fund’s Assets The Management Company is paid a management fee that cannot exceed 1.0 % of the Fund’s value annually. The compensation to the Management Company includes the fee payable to the custodian (a maximum of 0.1% of the Fund’s value annually). The fee is calculated daily based on the same calculation day (fee percentage annually/365 or /366 according to the actual number of days in the year) and is paid to the Management Company monthly after the end of each month. In addition to the above, the Management Company is paid a 15 % performance fee on the part of the return exceeding the 3-month Euribor interest on the first banking day of the quarter. The performance fee is paid post quarterly and is calculated using the value of the Fund at the first day of the following quarter after calculating the management fees. Performance fee will only be due in case the value of the Fund exceeds the high of the four preceding first quarterly banking days. The fees have been deducted from the Fund unit’s current day’s value. More detailed information on the above fees can be found in the current Fund Prospectuses. 21 § Applicable Law The operations of the Management Company and the Fund are governed by Finnish law. Seligson & Co Fund Management Mannerheimintie 4 FI-00100 Helsinki tel. +358-9 – 6817 8200 fax +358-9 – 6817 8222 info@seligson.fi www.seligson.fi

×